<PAGE>

                                                                     EXHIBIT 4.3
================================================================================

                          FULTON FINANCIAL CORPORATION

                     --------------------------------------

                                    INDENTURE

                                 Dated as of [ ]

                     --------------------------------------

                            Wilmington Trust Company,

                                   as Trustee

                     --------------------------------------

         [___]% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBT SECURITIES

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE
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<S>                                                                                                              <C>
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.........................................     10
SECTION 2.03         Form of Debt Securities.................................................................     10
SECTION 2.04         Execution of Debt Securities............................................................     10
SECTION 2.05         Legends.................................................................................     11
SECTION 2.06         Global Security.........................................................................     11
SECTION 2.07         Computation of Interest.................................................................     14
SECTION 2.08         Extension of Interest Payment Period....................................................     15
SECTION 2.09         Transfer and Exchange...................................................................     16
SECTION 2.10         Mutilated, Destroyed, Lost or Stolen Debt Securities....................................     17
SECTION 2.11         Temporary Securities....................................................................     18
SECTION 2.12         Cancellation............................................................................     18
SECTION 2.13         CUSIP Numbers...........................................................................     19

ARTICLE III       PARTICULAR COVENANTS OF THE COMPANY........................................................     19

SECTION 3.01         Payment of Principal, Premium and Interest:  Agreed Treatment of the Debt Securities....     19
SECTION 3.02         Offices for Notices and Payments, etc...................................................     20
SECTION 3.03         Appointments to Fill Vacancies in Trustee's Office......................................     21
SECTION 3.04         Provision as to Paying Agent............................................................     21
SECTION 3.05         Certificate to Trustee..................................................................     22
SECTION 3.06         Additional Amounts......................................................................     22
SECTION 3.07         Compliance with Consolidation Provisions................................................     22
SECTION 3.08         Limitation on Dividends.................................................................     23
SECTION 3.09         Covenants as to Fulton Capital Trust III................................................     23
SECTION 3.10         Payment of Expenses.....................................................................     24
SECTION 3.11         Payment Upon Resignation or Removal.....................................................     24

ARTICLE IV        LIST OF SECURITYHOLDERS AND REPORTS BY THE COMPANY AND THE INDENTURE TRUSTEE...............     25

SECTION 4.01         List of Securityholders.................................................................     25
SECTION 4.02         Preservation and Disclosure of Lists....................................................     25
SECTION 4.03         Reports by the Company..................................................................     26
SECTION 4.04         Reports by the Trustee..................................................................     27
</TABLE>

<PAGE>

                           TABLE OF CONTENTS (CONT'D.)

<TABLE>
<CAPTION>
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<S>                                                                                                             <C>
ARTICLE V         REMEDIES OF THE INDENTURE TRUSTEE AND SECURITYHOLDERS UPON EVENT OF DEFAULT................    27

SECTION 5.01         Events of Default.......................................................................    27
SECTION 5.02         Payment of Debt Securities on Default; Suit Therefor....................................    29
SECTION 5.03         Application of Moneys Collected by Trustee..............................................    31
SECTION 5.04         Proceedings by Securityholders..........................................................    31
SECTION 5.05         Proceedings by Trustee..................................................................    32
SECTION 5.06         Remedies Cumulative and Continuing......................................................    32
SECTION 5.07         Restoration of Rights and Remedies......................................................    33
SECTION 5.08         Direction of Proceedings and Waiver of Defaults by Majority of Securityholders..........    33
SECTION 5.09         Notice of Defaults......................................................................    34
SECTION 5.10         Undertaking to Pay Costs................................................................    35

ARTICLE VI        CONCERNING THE INDENTURE TRUSTEE...........................................................    35

SECTION 6.01         Duties and Responsibilities of Trustee..................................................    35
SECTION 6.02         Reliance on Documents, Opinions, etc....................................................    36
SECTION 6.03         No Responsibility for Recitals, etc.....................................................    37
SECTION 6.04         Trustee, Authenticating Agent, Paying Agents, Transfer Agents and Registrar May Own
                     Debt Securities.........................................................................    38
SECTION 6.05         Moneys to be Held in Trust..............................................................    38
SECTION 6.06         Compensation and Expenses of Trustee....................................................    38
SECTION 6.07         Officers' Certificate as Evidence.......................................................    39
SECTION 6.08         Conflicting Interest of Trustee.........................................................    39
SECTION 6.09         Eligibility of Trustee..................................................................    39
SECTION 6.10         Resignation or Removal of Trustee.......................................................    40
SECTION 6.11         Acceptance by Successor Trustee; Supplemental Indenture.................................    41
SECTION 6.12         Succession by Merger, etc...............................................................    42
SECTION 6.13         Limitation on Rights of Trustee as a Creditor...........................................    42
SECTION 6.14         Authenticating Agents...................................................................    42

ARTICLE VII       CONCERNING THE SECURITYHOLDERS.............................................................    43

SECTION 7.01         Action by Securityholders...............................................................    43
SECTION 7.02         Proof of Execution by Securityholders...................................................    44
SECTION 7.03         Who Are Deemed Absolute Owners..........................................................    44
SECTION 7.04         Debt Securities Owned by Company Deemed Not Outstanding.................................    45
SECTION 7.05         Revocation of Consents; Future Holders Bound............................................    45

ARTICLE VIII      MEETINGS OF SECURITYHOLDERS................................................................    45

SECTION 8.01         Purposes of Meetings....................................................................    45
SECTION 8.02         Call of Meetings by Trustee.............................................................    46
</TABLE>

                                      -ii-
<PAGE>

                           TABLE OF CONTENTS (CONT'D.)

<TABLE>
<CAPTION>
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<S>                                                                                                             <C>
SECTION 8.03         Call of Meetings by Company or Securityholders..........................................    46
SECTION 8.04         Qualifications for Voting...............................................................    46
SECTION 8.05         Regulations.............................................................................    47
SECTION 8.06         Voting..................................................................................    47
SECTION 8.07         Quorum; Actions.........................................................................    48

ARTICLE IX        AMENDMENTS.................................................................................    48

SECTION 9.01         Supplemental Indentures without Consent of Securityholders..............................    48
SECTION 9.02         Supplemental Indentures with Consent of Securityholders.................................    50
SECTION 9.03         Compliance with Trust Indenture Act; Effect of Supplemental Indentures..................    51
SECTION 9.04         Notation on Debt Securities.............................................................    51
SECTION 9.05         Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.............    51

ARTICLE X         REDEMPTION OF DEBT SECURITIES..............................................................    52

SECTION 10.01        [RESERVED]..............................................................................    52
SECTION 10.02        Special Event Redemption................................................................    52
SECTION 10.03        Notice of Redemption; Selection of Debt Securities......................................    52
SECTION 10.04        Payment of Debt Securities Called for Redemption........................................    52

ARTICLE XI        CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE................................    53

SECTION 11.01        Company May Consolidate, etc., on Certain Terms.........................................    53
SECTION 11.02        Successor Person to be Substituted for Company..........................................    54
SECTION 11.03        Opinion of Counsel to be Given Trustee..................................................    54

ARTICLE XII       SATISFACTION AND DISCHARGE OF INDENTURE....................................................    54

SECTION 12.01        Discharge of Indenture..................................................................    54
SECTION 12.02        Deposited Moneys to be Held in Trust by Trustee.........................................    55
SECTION 12.03        Paying Agent to Repay Moneys Held.......................................................    55
SECTION 12.04        Return of Unclaimed Moneys..............................................................    55

ARTICLE XIII      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS............................    56

SECTION 13.01        Indenture and Debt Securities Solely Corporate Obligations..............................    56

ARTICLE XIV       MISCELLANEOUS PROVISIONS...................................................................    56

SECTION 14.01        Successors..............................................................................    56
SECTION 14.02        Official Acts by Successor Company......................................................    56
</TABLE>

                                     -iii-
<PAGE>
                           TABLE OF CONTENTS (CONT'D.)

<TABLE>
<CAPTION>
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<S>                                                                                                             <C>
SECTION 14.03        Surrender of Company Powers.............................................................    56
SECTION 14.04        Addresses for Notices, etc..............................................................    57
SECTION 14.05        Governing Law...........................................................................    57
SECTION 14.06        Evidence of Compliance with Conditions Precedent........................................    57
SECTION 14.07        Business Day Convention.................................................................    58
SECTION 14.08        Trust Indenture Act to Control..........................................................    58
SECTION 14.09        Table of Contents, Headings, etc........................................................    58
SECTION 14.10        Execution in Counterparts...............................................................    58
SECTION 14.11        Separability............................................................................    58
SECTION 14.12        Assignment..............................................................................    59

ARTICLE XV        SUBORDINATION OF DEBT SECURITIES...........................................................    59

SECTION 15.01        Agreement to Subordinate................................................................    59
SECTION 15.02        Default on Senior Debt..................................................................    59
SECTION 15.03        Liquidation; Dissolution; Bankruptcy....................................................    60
SECTION 15.04        Subrogation.............................................................................    61
SECTION 15.05        Trustee to Effectuate Subordination.....................................................    62
SECTION 15.06        Notice by the Company...................................................................    62
SECTION 15.07        Rights of the Trustee; Holders of Senior Debt...........................................    63
SECTION 15.08        Subordination May Not Be Impaired.......................................................    63
</TABLE>

EXHIBIT A         Form of Debt Security

EXHIBIT B         Form of Certificate of Officer of the Company

                                      -iv-
<PAGE>

      Tie Sheet of provisions of Trust Indenture Act of 1939, as amended, with
Indenture, dated as of [ ], between Fulton Financial Corporation and Wilmington
Trust Company, as Trustee:

<TABLE>
<CAPTION>
    ACT                    INDENTURE
  SECTION                   SECTION
<S>                    <C>
  310(a)(1)                        6.09
     (a)(2)            6.09, 6.10, 6.11
  310(a)(3)                         N/A
     (a)(4)                         N/A
  310(a)(5)            6.09, 6.10, 6.11
  310(b)                           6.08
  310(c)                            N/A
  311(a)                           6.13
  311(b)                           6.13
  311(c)                            N/A
  312(a)             4.01(a)and 4.02(a)
  312(b)                        4.02(b)
  312(c)                        4.02(c)
  313(a)                        4.04(a)
  313(b)(1)                     4.04(a)
  313(b)(2)                     4.04(a)
  313(c)                        4.04(a)
  313(d)                        4.04(b)
  314(a)                     3.05, 4.03
  314(b)                            N/A
  314(c)(1)              6.07 and 14.06
  314(c)(2)              6.07 and 14.06
  314(c)(3)                         N/A
  314(d)                            N/A
  314(e)                    6.07, 14.06
  314(f)                            N/A
  315(a)(c)                        6.01
and (d)
  315(b)                           5.09
  315(e)                           5.10
  316(a)(1)                        5.08
  316(a)(2)                         N/A
  316(a) last                      7.04
sentence
  316(b)                  5.07 and 9.02
  316(c)                  7.01 and 9.02
  317(a)                           5.05
  317(b)                           6.05
  318                             14.08
</TABLE>

------------------

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED

<PAGE>

      THIS INDENTURE, dated as of [ ], between Fulton Financial Corporation, a
Pennsylvania corporation (hereinafter 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 [___]% Junior Subordinated Deferrable Interest
Debt Securities due [ ] (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 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 other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in the
Securities Act as in force at the date of this Indenture as originally executed.
The following terms have the meanings given to them in the Declaration (as
defined below): (i) Institutional Trustee; (ii) Delaware Trustee; (iii)
Administrators; (iv) Distributions; and (v) Underwriters. 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. Headings are used for convenience of reference only and do not
affect interpretation. The singular includes the plural and vice versa.

      "Additional Amounts" has the meaning set forth in Section 3.06.

      "Additional Provisions" has the meaning set forth in Section 15.01.

      "Administrative Action" has the meaning specified within the definition of
"Tax Event".

<PAGE>

      "Affiliate" has the meaning given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.

      "Applicable Depositary Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Capital Security or a Debt Security
represented by a Global Security, the rules and procedures of the Depositary for
such Book-Entry Capital Security or Debt Security represented by a Global
Security, in each case to the extent applicable to such transaction and as in
effect from time to time.

      "Authenticating Agent" means any agent or agents of the Trustee which at
the time shall be appointed and acting pursuant to Section 6.14.

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

      "Board of Directors" means the board of directors of the Company or any
duly authorized committee of such board.

      "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.

      "Book-Entry Capital Securities" means Capital Securities held in
book-entry form.

      "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in Wilmington, Delaware, New York, New York or
Lancaster, Pennsylvania are permitted or required by law, executive order or
regulation to close.

      "Capital Securities" means undivided preferred beneficial interests in the
assets of the Trust which are designated as "Capital Securities" and rank pari
passu with the 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 the holders of the Capital Securities.

      "Capital Treatment Event" means if the Company is then organized and
existing under the laws of the United States or any state thereof then or the
District of Columbia, the receipt by the Company and the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any
amendment to, or change in, the laws, rules or regulations of the United States
or any political subdivision thereof or therein or any guidelines or policies of
an applicable regulatory agency or authority, or as the result of any official
or administrative pronouncement or action or judicial 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

                                      -2-
<PAGE>

Reserve (or any successor regulatory authority with jurisdiction over bank
holding companies), or any capital adequacy guidelines as then in effect and
applicable to the Company; provided, however, that the inability of the Company
to treat all or any portion of the aggregate Liquidation Amount of the Capital
Securities as "Tier 1 Capital" shall not constitute the basis for a Capital
Treatment Event if such inability results from the Company having preferred
stock, minority interests in consolidated subsidiaries and any other class of
security or interest which the Federal Reserve (or any successor regulatory
authority with jurisdiction over bank holding companies) may now or hereafter
accord "Tier 1 Capital" treatment that, in the aggregate, exceed the amount
which may now or hereafter qualify for treatment as "Tier 1 Capital" under
applicable capital adequacy guidelines of the Federal Reserve (or any successor
regulatory authority with jurisdiction over bank holding companies); provided,
further, however, that the distribution of the Debt Securities in connection
with a Dissolution Event shall not in and of itself constitute a Capital
Treatment Event unless such Dissolution Event shall have occurred in connection
with a Tax Event or an Investment Company Event.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

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

      "Company" means the person identified as "Company" in the preamble to this
Indenture and, subject to the provisions of Article XI, shall also include its
successors and assigns.

      "Company Order" means a written request or order signed in the name of the
Company by an officer and delivered to the Trustee.

      "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

      "Debt Security" or "Debt Securities" means collectively, the Company's
[___]% Junior Subordinated Deferrable Interest Debt Securities due [ ].

      "Debt Security Register" means (i) prior to a Dissolution Event, the list
of holders provided to the Trustee pursuant to Section 4.01, and (ii) following
a Dissolution Event, any debt security register maintained by a security
registrar for the Debt Securities appointed by the Company following the
execution of a supplemental indenture providing for transfer procedures as
provided for in Section 2.09(a).

                                      -3-
<PAGE>

      "Declaration" means the Amended and Restated Declaration of Trust of the
Trust, dated as of [ ], by and among the Trustees (as defined therein), the
Administrators, the Company, as sponsor, and the holders from time to time of
undivided beneficial interest in the assets of the Trust, 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 2.07(c).

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

      "Definitive Securities" means those Debt Securities issued in fully
registered certificated form.

      "Depositary" means, with respect to the Debt Securities which the Company
determines shall be issued as a Global Security, The Depository Trust Company,
New York, New York, or another organization registered as a "clearing agency"
under the Exchange Act that is designated as Depositary for the Debt Securities
by the Company and in whose name or in the name of a nominee of that
organization shall be registered a Global Security and which shall undertake to
effect book-entry transfers of the Debt Securities.

      "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book-entry transfers and pledges of securities deposited with or on behalf of
the Depositary.

      "Dissolution Event" means any event resulting in the dissolution of the
Trust pursuant to the Declaration, and the distribution of the Debt Securities
held by the Institutional Trustee to the holders of the Trust Securities issued
by the Trust pro rata in accordance with the Declaration.

      "Event of Default" means any event specified in Section 5.01, which has
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

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

      "Extension Period" has the meaning set forth in Section 2.08.

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

      "Global Security" means, with respect to the Debt Securities, a Debt
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction or, if no instructions are received,
then held by the Trustee as custodian for the Depository, all in accordance with
this Indenture, which Debt Security shall be registered in the name of the
Depositary or its nominee.

                                      -4-
<PAGE>

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

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

     "Interest Payment Date" means [ ] and [ ] of each year commencing on [ ],
subject to Section 14.07.

      "Interest Period" has the meaning set forth in Section 2.07(b).

      "Interest Rate" means a rate per annum equal to [ ]%.

      "Investment Company" means an investment company as defined in the
Investment Company Act.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

      "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 any amendment to, or change in, the laws, rules or regulations of the
United States or any political subdivision thereof or therein, or as the result
of any official or administrative pronouncement or action or judicial 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 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.

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

      "Major Depository Institution Subsidiary" means any subsidiary of the
Company that (i) is a depository institution and (ii) the assets of which as of
the most recently completed fiscal year exceeds 25% of the total assets of the
Company and its consolidated subsidiaries as of such date, or the net income of
which for the most recently completed fiscal year exceeds 25% of the net income
of the Company and its consolidated subsidiaries for such period.

      "Maturity Date" means [ ].

      "Non Book-Entry Capital Securities" means Capital Securities held in
certificated form.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the Vice Chairman, the Chief Executive Officer, the President, the Chief
Operating Officer 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,

                                      -5-
<PAGE>

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 acceptable 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.

      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 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 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 2.10 or in lieu of or in
substitution for which other Debt Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.10 unless proof satisfactory to the
Company and the Trustee is presented that any such Debt Securities are held by
bona fide holders in due course.

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

      "Person" means any legal person, including any individual, corporation,
estate, partnership, joint venture, national banking association, association,
joint-stock company, limited liability company, trust, unincorporated
association or government or any agency or political subdivision thereof or any
other entity of whatever nature.

      "Predecessor Securities" 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 2.10 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

      "Principal Office of the Trustee," means the office of the Trustee, at
which at any particular time its corporate trust business shall be principally
administered, which at all times shall be located within the United States and
at the time of the execution of this Indenture shall be, Rodney Square North,
1100 North Market Street, Wilmington, DE 19890-0001.

                                      -6-
<PAGE>

      "Purchase Agreement" means the Purchase Agreement, dated [ ], by and among
the Company, the Trust and the Underwriters named therein.

      "Regular Record Date" shall mean the 15th calendar day prior to the
applicable Interest Payment Date, whether or not such day is a Business Day.

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

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

      "Senior Debt" 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 as well as similar obligations arising from off-balance sheet
guarantees and direct credit substitutes and (B) indebtedness evidenced by
securities, debentures, notes, bonds or other similar instruments issued by the
Company, including without limitation its 5.35% Subordinated Notes due April 1,
2015; (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 and
other accrued liabilities 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, all obligations associated with derivative products such as
interest rate and foreign exchange contracts and commodity contracts, 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 the obligations of the type referred to in clause (i) through (vi) above
were incurred on or prior to the date of this Indenture or thereafter incurred,
unless, with the prior approval of the Federal Reserve (or such other bank
regulatory authority that is then the primary holding company regulator of the
Company) 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; provided, however, that Senior Debt shall not include (A)
any debt securities issued to any trust other than the Trust (or a trustee of
such trust), partnership or other entity affiliated with the Company that is a
financing entity of the Company (a "financing entity") in connection with the
issuance by such financing entity of equity securities or other securities in
transactions

                                      -7-
<PAGE>

substantially similar in structure to the transactions contemplated hereunder
and in the Declaration, including without limitation the debt securities issued
to (1) Premier Capital Trust I, (2) Premier Capital Trust II, (3) Resource Bank
Trust Preferred II, (4) Resource Bank Trust Preferred III, (5) SVB Bald Eagle
Statutory Trust I and (6) SVB Bald Eagle Statutory Trust II, or (B) any
guarantees of the Company in respect of the equity securities or other
securities of any financing entity referred to in clause (A) above.

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

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

      "Special Redemption Price" means, with respect to the redemption of any
Debt Security following a Special Event, an amount in cash equal to the
percentage of the principal amount of the Debt Securities that is specified
below for the Special Redemption Date plus, in each case, unpaid interest
accrued thereon to but excluding the Special Redemption Date:

<TABLE>
<CAPTION>
 Special Redemption Price will be [___]%
          to but excluding [ ]
and thereafter will be as follows for the
     12-month period beginning [   ],            Percentage of Principal Amount
<S>                                              <C>
                   [ ]                                       [___]%

                   [ ]                                       [___]%

                   [ ]                                       [___]%

                   [ ]                                       [___]%

           [ ] and thereafter                                [___]%
</TABLE>

      "Subsidiary" means with respect to any Person, (i) any corporation at
least a majority of the outstanding voting stock of which is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture, limited liability company or similar entity, at least a majority of
whose outstanding partnership, membership or similar interests 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.

                                      -8-
<PAGE>

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

      "Trust" means Fulton Capital Trust III, a Delaware statutory trust created
for the purpose of issuing its Trust Securities in connection with the issuance
of Debt Securities under this Indenture of which the Company is the sponsor.

      "Trustee" means the Person identified as "Trustee" in the preamble to this
Indenture and, subject to the provisions of Article VI hereof, shall also
include its successors and assigns.

      "Trust Securities" means, collectively, the Capital Securities and the
Common Securities.

      "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 Code.

                                   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
[ ] 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, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer or one of
its Executive or

                                      -9-
<PAGE>

Senior Vice Presidents, without any further action by the Company hereunder. In
authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon a copy of any Board Resolution or Board
Resolutions relating thereto and, if applicable, an appropriate record of any
action taken pursuant to such resolution, in each case certified by the
Secretary or an Assistant Secretary or other officers with appropriate delegated
authority of the Company as the case may be.

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

      The 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 of the Company 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 of Debt Securities.

      The Debt Securities shall be substantially in the form of Exhibit A
hereto, the terms of which are incorporated in and made a part of this
Indenture. The Debt Securities shall be issued, and may be transferred, only in
blocks having an aggregate principal amount of not less than $1,000 and integral
multiples of $1,000 in excess thereof. The Debt Securities shall be in
registered form without coupons and shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plans as the officers
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

      SECTION 2.04 Execution of Debt Securities.

      The Debt Securities shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chairman of the Board of
Directors, Vice Chairman, President, Chief Executive Officer, Chief Operating
Officer or Chief Financial Officer or one of

                                      -10-
<PAGE>

its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under
its corporate seal (if legally required) which may be affixed thereto or
printed, engraved or otherwise reproduced thereon, by facsimile or otherwise,
and which need not be attested. Only such Debt Securities as shall bear thereon
a certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the Authenticating Agent by the manual or facsimile
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 Legends.

      Each Debt Security shall bear the applicable legends substantially in the
form set forth in Exhibit A hereto.

      SECTION 2.06 Global Security.

      (a) Each Global Security issued under this Indenture shall be registered
in the name of the Depositary designated by the Company for such Global Security
or a nominee of such Depositary and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall represent the
aggregate amount of outstanding Debt Securities from time to time endorsed
thereon for all purposes of this Indenture.

      (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Definitive Securities, and no
transfer of a Global Security in whole or in part may be registered in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary notifies the Trustee or the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within ninety (90) days of
receipt of such notice, (ii) the Company executes and delivers to the Trustee a
Company Order stating that the Company elects to terminate the book-entry system
through the Depositary, (iii) such Depositary ceases to be a clearing agency
registered under the Exchange Act and no successor is appointed by the Company
within ninety (90) days after obtaining knowledge of such event or (iv) an Event
of Default shall have occurred and be continuing. Upon a Responsible Officer
having actual

                                      -11-
<PAGE>

knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or
(iv) above, the Trustee shall notify the Depositary and instruct the Depositary
to notify all owners of beneficial interests in such Global Security of the
occurrence of such event and of the availability of Definitive Securities to
such beneficial owners requesting the same. Upon the issuance of such Definitive
Securities and the registration in the Debt Security Register of such Debt
Securities in the names of the holders thereof, the Trustee shall recognize such
holders as holders of Debt Securities for all purposes of this Indenture and the
Debt Securities.

      (c) If any Global Security is to be exchanged for Definitive Securities or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Debt Securities registrar for exchange or cancellation as
provided in this Article. If any Global Security is to be exchanged for
Definitive Securities or canceled in part, or if a Definitive Security is to be
exchanged in whole or in part for a beneficial interest in any Global Security,
then either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article or (ii) the principal amount of the
Global Security or Global Securities, as the case may be, shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such Definitive Securities to be
so exchanged for beneficial interests therein, as the case may be, by means of
an appropriate adjustment made on the records of the Debt Security registrar,
whereupon the Trustee, in accordance with the Applicable Depositary Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Company shall execute and the Trustee shall authenticate and
deliver Debt Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee may conclusively rely on, and shall be fully protected in relying on,
such instructions.

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

      (e) Debt Securities distributed to holders of Book-Entry Capital
Securities upon the dissolution of the Trust shall be distributed in the form of
beneficial ownership interests in one or more Global Securities registered in
the name of the Depositary or its nominee, and deposited with the Debt
Securities registrar, as custodian for such Depositary, or with such Depositary,
for credit by the Depositary to the owners of beneficial interests in such
Book-Entry Capital Securities. Debt Securities distributed to holders of Non
Book-Entry Capital Securities upon the dissolution of the Trust shall be issued
in the form of Definitive Securities.

      (f) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the holder of such Global Security for all purposes under
this Indenture and the Debt Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Depositary
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be

                                      -12-
<PAGE>

effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants. The Debt Securities registrar and the Trustee shall
be entitled to deal with the Depositary for all purposes of this Indenture
relating to a Global Security as the sole holder of the Debt Security and shall
have no obligation to any beneficial owner of a Global Security. Neither the
Trustee nor the Debt Securities registrar shall have any liability in respect of
any transfers affected by the Depositary or its Depositary Participants.

      (g) The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Depositary Participants.

      (h) No owner of any beneficial interest in any Global Security shall have
any rights under this Indenture with respect to such Global Security. None of
the Company, the Trustee nor any agent of the Company or the Trustee will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and such beneficial owners,
the operation of customary practices governing the exercise of the rights of the
Depositary or its nominee as holder of any Debt Security.

      (i) Global Securities shall bear the following legend on the face thereof:

   THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
   HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
   COMPANY ("DTC") OR A NOMINEE OF DTC. THIS DEBT SECURITY IS EXCHANGEABLE FOR
   DEBT SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
   NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
   TRANSFER OF THIS DEBT SECURITY (OTHER THAN A TRANSFER OF THIS DEBT SECURITY
   AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
   ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES
   SPECIFIED IN THE INDENTURE.

   UNLESS THIS DEBT SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
   TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
   PAYMENT, AND ANY DEBT SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
   OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
   (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
   REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
   OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS

                                      -13-
<PAGE>

   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
   HEREIN.

      SECTION 2.07 Computation of Interest.

      (a) The amount of interest payable for any Interest Period will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

      (b) Each Debt Security will bear interest at the Interest Rate (i) in the
case of the initial Interest Period, for the period from, and including, the
date of original issuance of such Debt Security to, but excluding, the initial
Interest Payment Date and (ii) thereafter, for the period from, and including,
the first day following the end of the preceding Interest Period to, but
excluding, the applicable Interest Payment Date or, in the case of the last
Interest Period, the related Special Redemption Date or Maturity Date, as
applicable (each such period, an "Interest Period"), 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
Article XII) on each Interest Payment Date, the Maturity Date or the Special
Redemption Date, as the case may be. Interest and any Deferred Interest on any
Debt Security that is payable, and is punctually paid or duly provided for by
the Company, on any Interest Payment Date shall be paid to the Person in whose
name such Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest installment.
In case (i) the Maturity Date of any Debt Security is not an Interest Payment
Date, or (ii) any Debt Security is called for redemption and the Special
Redemption Date is subsequent to the Regular Record Date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on any
such Debt Security will be paid upon presentation and surrender of such Debt
Security.

      (c) Any interest on any Debt Security, other than Deferred Interest, that
is payable, but is not punctually paid or duly provided for by the Company, on
any Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the holder on the relevant Regular Record Date by virtue
of having been such holder, and such Defaulted Interest shall be paid by the
Company to the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements reasonably
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as provided in this paragraph.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest, which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company

                                      -14-
<PAGE>

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 10 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.

      (d) 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.

      (e) Subject to the foregoing provisions of this Section 2.07, 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 2.08 Extension of Interest Payment Period.

      So long as no Event of Default pursuant to Sections 5.01(b), (e), (f),
(g), (h) or (i) of this Indenture has occurred and is continuing, the Company
shall have the right, from time to time and without causing an Event of Default,
to defer payments of interest on the Debt Securities by extending the interest
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, together with all previous and
further consecutive extensions thereof, is referred to herein as an "Extension
Period"). No Extension Period may end on a date other than an Interest Payment
Date or extend beyond the Maturity Date or the Special Redemption Date, as the
case may be. During any Extension Period, interest will continue to accrue on
the Debt Securities, and interest on such accrued interest (such accrued
interest and interest thereon referred to herein as "Deferred Interest") will
accrue at an annual rate equal to the Interest Rate applicable during such
Extension Period, compounded semi-annually from the date such Deferred Interest
would have been payable were it not for the Extension Period, to the extent
permitted by applicable law. No interest or Deferred Interest (except any
Additional Amounts that may be due and payable) shall be due and payable during
an Extension Period, except at the end thereof. At the end of any Extension
Period, the Company shall pay all Deferred Interest then accrued and unpaid on
the Debt Securities; provided, however, that during any Extension Period, the
Company shall be subject to the restrictions set forth in Section 3.08. Prior to
the termination of any Extension Period, the Company may further extend such
Extension Period, provided, that no Extension Period (including all previous and
further consecutive extensions that are part of such Extension Period) shall
exceed 10 consecutive semi-annual periods. 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 or extend an Extension Period
no later than the close of business on the fifteenth day prior to the applicable

                                      -15-
<PAGE>

Interest Payment Date. The Trustee shall give notice of the Company's election
to begin or extend an Extension Period to the Securityholders promptly after the
receipt of notice from the Company of its election to begin or extend and
Extension Period.

      SECTION 2.09 Transfer and Exchange.

      (a) 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, the Debt Security Register 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. The Debt
Security Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

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

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

      (b) [RESERVED]

      (c) To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee, upon receipt of a Company Order to do so, shall
authenticate and deliver Definitive Securities and Global Securities at the
request of the security registrar for the Debt Securities. All Definitive
Securities and Global Securities issued upon any registration of transfer or
exchange of Definitive Securities or Global Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Definitive Securities or Global Securities
surrendered upon such registration of transfer or exchange.

      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

                                      -16-
<PAGE>

tax, fee or other governmental charge that may be imposed in connection
therewith other than exchanges pursuant to Section 2.11 or 9.04 not
involving any transfer.

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

      Prior to due presentment for the registration of a transfer of any Debt
Security, the Trustee, the Company and any agent of the Trustee or the Company
may deem and treat the Person in whose name any Debt Security is registered as
the absolute owner and holder of such Debt Security for the purpose of receiving
payment of principal of and premium, if any, and interest on such Debt Security
and none of the Trustee, the Company or any agents of the Trustee or the Company
shall be affected by notice to the contrary.

      SECTION 2.10 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 receipt of a Company Order to do so
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 reasonably 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 reasonable 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 receipt of a Company Order to do so. 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 reasonably required by them
to save each of them harmless and, in case of destruction, loss or theft,
evidence reasonably satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof.

      Every substituted Debt Security issued pursuant to the provisions of this
Section 2.10 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

                                      -17-
<PAGE>

by applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities
and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

      SECTION 2.11 Temporary Securities.

      Pending the preparation of Definitive 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 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
Securities. Without unreasonable delay, the Company will execute and deliver to
the Trustee or the Authenticating Agent Definitive 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 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 Securities authenticated and delivered hereunder.

      SECTION 2.12 Cancellation.

      All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or
any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered to the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. All Debt
Securities canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall destroy all canceled Debt Securities unless the
Company otherwise directs the Trustee in writing, in which case the Trustee
shall dispose of such Debt Securities as directed by the Company. If the Company
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Debt Securities unless and until the same are surrendered to the Trustee for
cancellation.

                                      -18-
<PAGE>

      SECTION 2.13 CUSIP Numbers.

      The Company in issuing the Debt Securities may use a "CUSIP" number (if
then generally in use), and, if so, the Trustee shall use a "CUSIP" number in
notices of redemption as a convenience to Securityholders; provided, that any
such notice may state that no representation is made as to the correctness of
such number either as printed on the Debt Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such CUSIP number. The
Company will promptly notify the Trustee in writing of any change in the CUSIP
number.

                                  ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

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

      (a) The Company covenants and agrees that it will duly and punctually pay
or cause to be paid all payments due in respect of the Debt Securities at the
place, at the respective times and in the manner provided in this Indenture and
the Debt Securities. Payment of the principal of and premium, if any, and
interest on the Debt Securities due on the Maturity Date or the Special
Redemption Date, as the case may be, will be made by the Company in immediately
available funds against presentation and surrender of such Debt Securities. At
the option of the Company, each installment of interest on the Debt Securities
due on an Interest Payment Date other than the Maturity Date or the Special
Redemption Date, as the case may be, 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 of
immediately available funds to any account with a banking institution located in
the United States designated by such holders to the Paying Agent no later than
the related record date. Notwithstanding anything to the contrary contained in
this Indenture or any Debt Security, all payments in respect of the particular
Debt Security shall be made by the Company in immediately available funds when
due for any Definitive Security that is held by the Trust or the Institutional
Trustee of the Trust or for any Global Security.

      (b) The Company will treat the Debt Securities as indebtedness, and the
interest payable in respect of such Debt Securities (including Additional
Amounts) 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 provided, that (i) any beneficial owner thereof that is a U.S. Person (A)
has provided an Internal Revenue Service Form W-9 (or any substitute or
successor form) in the manner required establishing its status as a U.S. Person
for U.S. federal income tax purposes, and (B) the Internal Revenue Service has
neither notified the Company that the taxpayer identification number furnished
by such beneficial owner is incorrect nor notified the Company that there is
underreporting by such beneficial owner, and (ii) any beneficial owner thereof
that is not a U.S. Person has provided an Internal Revenue Service Form W-8 BEN,
Internal Revenue Service Form W-8ECI, or Internal Revenue Service Form W-8EXP,
as

                                      -19-
<PAGE>

applicable (or any substitute or successor form) in the manner required
establishing its non-U.S. Person status for U.S. federal income tax purposes..

      (c) As of the date of this Indenture, the Company represents that it has
no intention to exercise its right under Section 2.08 to defer payments of
interest on the Debt Securities by commencing an Extension Period.

      (d) As of the date of this Indenture, the Company represents that the
likelihood that it would exercise its right under Section 2.08 to defer payments
of interest on the Debt Securities by commencing an Extension Period at any time
during which the Debt Securities are outstanding is remote because of the
restrictions that would be imposed on the Company's ability to declare or pay
dividends or distributions on, or to redeem, purchase or make a liquidation
payment with respect to, any of its outstanding equity and on the Company's
ability to make any payments of principal of or premium, if any, or interest on
or, repurchase or redeem, any of its debt securities that rank pari passu 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, New York, New York or in Lancaster,
Pennsylvania 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
2.09, 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, in New York, New York or in Lancaster,
Pennsylvania, 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, New
York, New York or Lancaster, Pennsylvania 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,
in New York, New York or in Lancaster, Pennsylvania for the purposes above
mentioned. The Company will give to the Trustee prompt written notice of any
such designation or rescission thereof.

                                      -20-
<PAGE>

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

      The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

      SECTION 3.04 Provision as to Paying Agent.

      (a) The Company hereby initially appoints the Trustee to act as Paying
Agent for the Debt Securities (the "Paying Agent"). If the Company shall appoint
a Paying Agent other than the Trustee with respect to the Debt Securities, 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 provisions of
this Section 3.04,

         (1) that it will hold all sums held by it as such agent for the payment
            of all payments due on the Debt Securities (whether such sums have
            been paid to it by the Company or by any other obligor on the Debt
            Securities) in trust for the benefit of the holders of the Debt
            Securities;

         (2) that it will give the Trustee prompt written notice of any failure
            by the Company (or by any other obligor on the Debt Securities) to
            make any payment on the Debt Securities when the same shall be due
            and payable; and

         (3) that it will, at any time during the continuance of any Event of
            Default, upon the written request of the Trustee, forthwith pay to
            the Trustee all sums so held in trust by such Paying Agent.

      (b) If the Company shall act as its own Paying Agent, it will, on or
before each due date of the payments due on the Debt Securities, set aside,
segregate and hold in trust for the benefit of the holders of the Debt
Securities a sum sufficient to make such payments so becoming due and will
notify the Trustee in writing of any failure to take such action and of any
failure by the Company (or by any other obligor under the Debt Securities) to
make any payment on the Debt Securities when the same shall become due and
payable.

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

      (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Debt Securities hereunder, 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 such Paying Agent, such sums to be held by the Trustee
upon the same terms and conditions herein contained.

                                      -21-
<PAGE>

      (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.

      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 of the Company, commencing with the first fiscal year
ending after the date hereof, so long as Debt Securities are outstanding
hereunder, an Officers' Certificate substantially in the form of Exhibit B
attached hereto, stating that in the course of the performance by the signers of
their duties as officers of the Company they would normally have knowledge of
any default by the Company in the performance of any covenants of the Company
contained herein, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

      SECTION 3.06 Additional Amounts.

      If and for so long as the Trust is the holder of all Debt Securities and
is subject to or otherwise required to pay (or is required to withhold from
distributions to holders of Trust Securities) any additional taxes (including
withholding taxes), duties, assessments or other governmental charges as a
result of a Tax Event, the Company will pay such additional amounts (the
"Additional Amounts") on the Debt Securities or the Trust Securities, as the
case may be, as shall be required so that the net amounts received and retained
by the holders of Debt Securities or Trust Securities, as the case may be, after
payment of all taxes (including withholding taxes), duties, assessments or other
governmental charges, will be equal to the amounts that such holders would have
received and retained had no such taxes (including withholding taxes), duties,
assessments or other governmental charges been imposed.

      Whenever in this Indenture or the Debt Securities there is a reference in
any context to the payment of principal of or premium, if any, or interest on
the Debt Securities such mention shall be deemed to include mention of payments
of the Additional Amounts provided for in this Section 3.06 to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section 3.06 and express mention of
the payment of Additional Amounts (if applicable) in any provisions hereof shall
not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made, provided, however, that, notwithstanding
anything to the contrary contained in this Indenture or any Debt Security, the
deferral of the payment of interest during an Extension Period pursuant to
Section 2.08 shall not defer the payment of any Additional Amounts that may be
due and payable.

      SECTION 3.07 Compliance with Consolidation Provisions.

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

                                      -22-
<PAGE>

      SECTION 3.08 Limitation on Dividends.

      If (i) there shall have occurred and be continuing a Default or an Event
of Default, (ii) the Company shall be in default with respect to its payment of
any obligations under the 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, (B) make any payment of principal of or premium, if any, or
interest on or repay, repurchase or redeem any debt securities of the Company
that rank pari passu with or junior in interest to the Debt Securities or (C)
make any payment under any guarantees of the Company that rank pari passu with
or junior in interest to the Guarantee (other than (a) repurchases, redemptions
or other acquisitions of shares of capital stock of the Company (I) in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (II) in connection with a dividend reinvestment or
stockholder stock purchase plan or (III) in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition transaction entered into
prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any
exchange 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 in interest to such
stock).

      SECTION 3.09 Covenants as to Fulton Capital Trust III.

      For so long as such Trust Securities remain outstanding, the Company shall
maintain 100% direct or indirect ownership of the Common Securities; provided,
however, that any permitted successor of the Company under this Indenture, may
succeed to the Company's ownership of such Common Securities. The Company, as
owner of the Common Securities, shall use commercially reasonable efforts to
cause the Trust (a) to remain a statutory trust, except in connection with a
distribution of Debt Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities, or
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.

                                      -23-
<PAGE>

      SECTION 3.10 Payment of Expenses.

      In connection with the offering, sale and issuance of the Debt Securities
to the Trust and in connection with the sale of the Trust Securities by the
Trust, the Company, in its capacity as issuer with respect to the Debt
Securities, shall:

            (a)   pay, or cause to be paid on its behalf, all costs and expenses
                  relating to the offering, sale and issuance of the Debt
                  Securities, including fees and expenses in connection with the
                  filing of any registration statement with respect to the Debt
                  Securities or other action to be taken pursuant to the
                  compensation of the Trustee in accordance with the provisions
                  of Section 6.06;

            (b)   pay, or cause to be paid on its behalf, all costs and expenses
                  of the Trust, including, but not limited to, costs and
                  expenses relating to the organization of the Trust, the
                  registration, offering, sale and issuance of the Capital
                  Securities (including commissions payable to the Underwriters
                  pursuant to the Purchase Agreement in connection therewith),
                  the fees and expenses of the Institutional Trustee and the
                  Delaware Trustee, the costs and expenses relating to the
                  operation of the Trust, including without limitation, costs
                  and expenses of accountants, attorneys, statistical or
                  bookkeeping services, expenses for printing and engraving and
                  computing or accounting equipment, Paying Agent(s),
                  registrar(s), transfer agent(s), duplicating, travel and
                  telephone and other telecommunications expenses and costs and
                  expenses incurred in connection with the acquisition,
                  financing, and disposition of assets of the Trust;

            (c)   be primarily and fully liable for any indemnification
                  obligations arising with respect to the Declaration, this
                  Indenture and the Guarantee;

            (d)   pay any and all taxes (other than United States withholding
                  taxes attributable to the Trust or its assets) and all
                  liabilities, costs and expenses with respect to such taxes of
                  the Trust; and

            (e)   pay all other fees, expenses, debts and obligations (other
                  than in respect of the Trust Securities) related to the Trust.

      SECTION 3.11 Payment Upon Resignation or Removal.

      Upon termination of this Indenture or the removal or resignation of the
Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued and owing to the Trustee to the date of such termination,
removal or resignation. Upon termination of the Declaration or the removal or
resignation of the Delaware Trustee or the Institutional Trustee under the
Declaration, as the case may be, pursuant to Section 5.5 of the Declaration, the
Company shall pay to the Delaware Trustee or the Institutional Trustee, as the
case may be, all amounts accrued and owing to such trustee(s) to the date of
such termination, removal or resignation.

                                      -24-
<PAGE>

                                   ARTICLE IV
                   LIST OF SECURITYHOLDERS AND REPORTS BY THE
                        COMPANY AND THE INDENTURE TRUSTEE

      SECTION 4.01 List of Securityholders.

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

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

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

except that no such lists need be furnished under this Section 4.01 so long as
the Trustee is in possession thereof by reason of its acting as Debt Securities
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 the
Debt Securities (i) contained in the most recent list furnished to it as
provided in Section 4.01 or (ii) 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
the 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:

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

            (2)   inform such applicants as to the approximate number of holders
                  of all 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

                                      -25-
<PAGE>

                  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 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 or would be in
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission as permitted or required by applicable law,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the 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 none of the Company, the
Trustee or any Paying Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Debt Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

      SECTION 4.03 Reports by the Company.

      (a) The Company covenants and agrees to file with the Trustee, by hard
copy or electronic transmission, within 15 days after the date on which the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or,
if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to provide to the Trustee, such of the
supplementary and periodic information, documents and reports which would have
been required pursuant to Section 13 of the Exchange Act in respect of a debt
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations. The Company also
covenants and agrees to comply with the provisions of Section 314(a) of the
Trust Indenture Act.

                                      -26-
<PAGE>

      (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

      (c) The Company covenants and agrees to transmit by mail to all holders of
Debt Securities, as the names and addresses of such holders appear upon the Debt
Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section 4.03 as may be
required by rules and regulations prescribed from time to time by the
Commission.

      (d) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

      SECTION 4.04 Reports by the Trustee.

      (a) The Trustee shall transmit to Securityholders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within 60 days after the date hereof, and no later than the anniversary
date hereof in each succeeding year, deliver to Securityholders a brief report,
dated as of each such date, which complies with the provisions of such Section
313(a).

      (b) A copy of each report transmitted to Securityholders shall, at the
time of such transmission, be filed by the Trustee with each stock exchange, if
any, upon which the Debt Securities are listed, with the Commission and with the
Company. The Company will promptly notify the Trustee when the Debt Securities
are listed on any stock exchange.

                                   ARTICLE V
                      REMEDIES OF THE INDENTURE TRUSTEE AND
                      SECURITYHOLDERS UPON EVENT OF DEFAULT

      SECTION 5.01 Events of Default.

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

      (a) the Company defaults in the payment of any interest on 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 2.08 of this Indenture
shall not constitute a default under this clause 5.01(a); or

                                      -27-
<PAGE>

      (b) the Company defaults in the payment of any interest upon any Debt
Security, including Additional Amounts in respect thereof, following the
nonpayment of any such interest for ten (10) or more consecutive Interest
Periods; or

      (c) 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, whether at maturity, upon redemption, by
acceleration of maturity pursuant to this Section 5.01 or otherwise; or

      (d) the Company defaults in the performance of, or breaches, any of its
covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture
(other than a covenant or agreement a default in whose performance or whose
breach is elsewhere in this Section 5.01 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

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

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

      (g) a court or administrative or governmental agency or body shall enter a
decree or order for the appointment of a receiver of a Major Depository
Institution Subsidiary or all or substantially all of its property in any
liquidation, insolvency or similar proceeding with respect to such Major
Depository Institution Subsidiary or all or substantially all of its property;
or

      (h) a Major Depository Institution Subsidiary shall consent to the
appointment of a receiver for it or all or substantially all of its property in
any liquidation, insolvency or similar proceeding with respect to it or all or
substantially all of its property; or

      (i) 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) mergers,
consolidations or amalgamations, each as permitted by the Declaration.

                                      -28-
<PAGE>

      If an Event of Default specified under clause (b) of this Section 5.01
occurs and is continuing with respect to the Debt Securities, then, in each and
every such case, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Debt Securities then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of the Debt Securities and
any premium and interest accrued, but unpaid, thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default specified under clause (e), (f), (g), (h) or
(i) of this Section 5.01 occurs, then, in each and every such case, the entire
principal amount of the Debt Securities and any premium and interest accrued,
but unpaid, thereon shall ipso facto become immediately due and payable without
further action.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal of the Debt Securities shall have become due by
acceleration and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, (i) the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debt Securities and all payments on the
Debt Securities which shall have become due otherwise than by acceleration (with
interest upon all such payments and Deferred Interest, to the extent permitted
by law) and such amount as shall be sufficient to cover reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and all other amounts due to the Trustee pursuant to Section 6.06,
if any, and (ii) all Events of Default under this Indenture, other than the
non-payment of the payments in respect of Debt Securities which shall have
become due by acceleration, shall have been cured, waived or otherwise remedied
as provided herein, then, in each and every such case, the holders of a majority
in aggregate principal amount of the Debt Securities then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults and
rescind and annul such acceleration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon; provided, however, that if the
Debt Securities are held by the Trust or a trustee of the Trust, such waiver or
rescission and annulment shall not be effective until the holders of a majority
in aggregate Liquidation Amount of the outstanding Capital Securities of the
Trust shall have consented to such waiver or rescission and annulment.

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

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

      The Company covenants that upon the occurrence of an Event of Default
pursuant to clause (b) of Section 5.01 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

                                      -29-
<PAGE>

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

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

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

                                      -30-
<PAGE>

      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 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 and its agents and attorneys and all other amounts due to
the Trustee under Section 6.06;

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

      Third: To the payment of the amounts then due and unpaid upon 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; and

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

      SECTION 5.04 Proceedings by Securityholders.

      (a) Except as provided in Section 5.04(c) below, no holder of any Debt
Security shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of the occurrence and
continuance of an Event of Default with respect to the Debt Securities
specifying such Event of Default, and (ii) 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
in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or 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, it being understood and intended,
and being expressly covenanted by the holder of every Debt Security with every
other holder and the Trustee, that no holder of Debt Securities shall have any
right in any manner

                                      -31-
<PAGE>

whatsoever by virtue of or by availing itself of any provision of this Indenture
to affect, disturb or prejudice the rights of any other holder of Debt
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to 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.

      (b) Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Debt Security to receive payment of the principal of
and 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 5.04, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

      (c) The Company acknowledges that, with respect to any Debt Securities
held by the Trust or a trustee of such Trust, if the trustee of such Trust fails
to enforce its rights under this Indenture as the holder of the Debt Securities
held as the assets of the Trust after the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the Trust have so
directed in writing such trustee, any holder of Capital Securities may institute
legal proceedings, subject to Section 5.08, directly against the Company to
enforce such trustee's rights under this Indenture without first instituting any
legal proceedings against such 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 principal of or premium, if
any, or interest on the Debt Securities when due, the Company acknowledges that
each holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of and 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; it being
understood that references to due dates shall include the Special Redemption
Date.

      SECTION 5.05 Proceedings by Trustee.

      In case an Event of Default occurs with respect to Debt Securities and is
continuing, 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 2.10, 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

                                      -32-
<PAGE>

performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to the Debt Securities, and no
delay or omission of the Trustee or of any holder of any of the Debt Securities
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 5.04, every power and remedy given by this
Article V or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

      SECTION 5.07 Restoration of Rights and Remedies.

      If the Trustee or any holder of the Debt Securities has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such holder of the Debt Securities,
then and in every such case the Company, the Trustee and the holder of the Debt
Securities shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the holders of the Debt Securities
shall continue as though no such proceeding had been instituted.

      SECTION 5.08 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 at the time outstanding and, if the Debt Securities are held
by the Trust or a trustee of the Trust, the holders of a majority in aggregate
Liquidation Amount of the outstanding Capital Securities of the Trust shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to such Debt Securities; provided, however, that if
the Debt Securities are held by the Trust or a trustee of the Trust, such time,
method and place or such exercise, as the case may be, may not be so directed
until the holders of a majority in aggregate Liquidation Amount of the
outstanding Capital Securities of the Trust shall have directed such time,
method and place or such exercise, as the case may be; provided, further, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee being advised by
counsel determines that the action or proceeding so directed may not lawfully be
taken or if a Responsible Officer of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability.
Prior to any declaration of acceleration, or ipso facto acceleration, of the
maturity of the Debt Securities, the holders of a majority in aggregate
principal amount of the Debt Securities at the time outstanding may on behalf of
the holders of all of the Debt Securities waive (or modify any previously
granted waiver of) any past Default or Event of Default and its consequences,
except a default:

      (a) in the payment of principal of or premium, if any, or interest on any
of the Debt Securities (unless such default has been cured and a sum sufficient
to pay all matured

                                      -33-
<PAGE>

installments of interest and principal due otherwise than by acceleration has
been deposited with the Trustee),

      (b) in respect of covenants or provisions hereof which cannot be modified
or amended without the consent of the holder of each Debt Security affected, or

      (c) in respect of the covenants contained in Section 3.09.

provided, however, that if the Debt Securities are held by the Trust or a
trustee of the Trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in aggregate Liquidation Amount of the
outstanding Capital Securities of the Trust shall have consented to such waiver
or modification to such waiver; provided, further, that if the consent of the
holder of each outstanding Debt Security is required, such waiver or
modification to such waiver shall not be effective until each holder of the
outstanding Capital Securities of the Trust shall have consented to such waiver
or modification to such waiver. Upon any such waiver or modification to such
waiver, the Default or Event of Default covered thereby shall be deemed to be
cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities shall be restored to their former positions and
rights hereunder, respectively; but no such waiver or modification to such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.08, 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 5.09 Notice of Defaults.

      (a) 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 such Defaults, unless such Default shall have been cured
before the giving of such notice (the term "Default" for the purpose of this
Section 5.09 being hereby defined to be any of the events specified in clauses
(a), (b), (c), (d), (e), (f), (g), (h) and (i) of Section 5.01, not including
periods of grace, if any, provided for therein, and irrespective of the giving
of written notice specified in clause (c) of Section 5.01); provided, however,
that, except in the case of Default in the payment of the principal of or
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.

      (b) Within ten Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Trustee, the Trustee shall
transmit notice of such Event of Default to all Securityholders as their names
and addresses appear on the Debt Security Register, unless such Event of Default
shall have been cured or waived.

                                      -34-
<PAGE>

      SECTION 5.10 Undertaking to Pay Costs.

      All parties to this Indenture agree, and each holder of any Debt Security
by its 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 5.10 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 aggregate principal
amount of the Debt Securities outstanding, or if such Debt Securities are held
by the Trust or a trustee of the Trust, more than 10% in Liquidation Amount of
the outstanding Capital Securities, 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 or to any suit instituted in
accordance with Section 5.04(c).

                                   ARTICLE VI
                        CONCERNING THE INDENTURE TRUSTEE

      SECTION 6.01 Duties and Responsibilities of Trustee.

      With respect to the holders of the Debt Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all such Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default 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 or bad faith, except that:

      (a) prior to the occurrence of an Event of Default and after the curing or
waiving of such Events of Default which may have occurred,

         (1) the duties and obligations of the Trustee 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 as are specifically set forth in this Indenture, and no
             implied covenants or obligations shall be read into this Indenture
             against the Trustee; and

         (2) in the absence of bad faith on the part of the Trustee, the Trustee
             may conclusively rely, as to the truth of the statements and the
             correctness of the opinions expressed therein, upon any certificate
             or opinion furnished

                                      -35-
<PAGE>

             to the Trustee and conforming to the requirements of this
             Indenture; but, in the case of any such certificate or opinion
             which by any provision hereof is specifically required to be
             furnished to the Trustee, the Trustee shall be under a duty to
             examine the same to determine only whether or not it conforms on
             its 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 Responsible Officers, 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 5.08, 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 that the Trustee
shall be deemed to have knowledge of any Event of Default pursuant to Sections
5.01(a), 5.01(b) or 5.01(c) hereof (other than an Event of Default resulting
from the default in the payment of Additional Amounts if the Trustee does not
have actual knowledge or written notice that such payment is due and payable) .

      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 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 or suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion

                                      -36-
<PAGE>

of Counsel; and the Trustee shall have the right at any time to seek
instructions concerning the administration of this Indenture from any court of
competent jurisdiction.

      (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 (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 its 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 a majority in aggregate principal amount of the outstanding Debt
Securities affected thereby; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding; and

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

      SECTION 6.03 No Responsibility for Recitals, etc.

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

                                      -37-
<PAGE>

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

      The Trustee or any Authenticating Agent or any Paying Agent or any
transfer agent or any Debt Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
transfer agent or security registrar for the Debt Securities.

      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 a Company Order.

      SECTION 6.06 Compensation and Expenses of Trustee.

      The Company, as issuer of Debt Securities under this Indenture, covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to in writing between the
Company and the Trustee (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and the Company
will pay or reimburse the Trustee upon its written request for all documented
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and of all persons not regularly in its employ), except any such
expense, disbursement or advance that arises from its negligence, willful
misconduct, or bad faith. The Company also covenants to indemnify each of the
Trustee (including in its individual capacity) and any predecessor Trustee (and
its officers, agents, directors and employees) for, and to hold it harmless
against, any and all loss, damage, claim, action, suit, liability or expense
including taxes (other than taxes based on the income of the Trustee), except to
the extent such loss, damage, claim, liability or expense results from the
negligence, willful misconduct, or bad faith of such indemnitee arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability. 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 as specified in clause (e), (f), (g), (h) or
(i) of Section 5.01, the expenses (including the reasonable

                                      -38-
<PAGE>

charges and expenses of its counsel) and the compensation for its services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

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

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

      SECTION 6.07 Officers' Certificate as Evidence.

      Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof is herein specifically prescribed) may, in the absence of negligence,
willful misconduct or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such Officers' Certificate, in the absence of negligence, willful
misconduct or bad faith on the part of the Trustee, shall be full authorization
to the Trustee for any action taken or omitted by it under the provisions of
this Indenture in reliance theron.

      SECTION 6.08 Conflicting Interest of Trustee.

      If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

      SECTION 6.09 Eligibility of Trustee.

      The Trustee hereunder shall at all times be a U.S. Person that is a
banking corporation or national association organized and doing business under
the laws of the United States of America or any state or territory thereof or of
the District of Columbia, or other Person permitted to act as trustee by the
Commission 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,
territorial, or District of Columbia authority. If such Person 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 6.09 the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.

      The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

                                      -39-
<PAGE>

      In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.10.

      SECTION 6.10 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, meeting the requirements of Section
6.09, by written instrument, in duplicate, one copy of which instrument shall be
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 60 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 for at least six months may,
subject to the provisions of Section 5.10, on behalf of such Securityholder 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:

         (1) the Trustee shall fail to comply with the provisions 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, or

         (2) the Trustee shall cease to be eligible in accordance with the
             provisions of Section 6.09 and shall fail to resign 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, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee, in accordance with the provisions of Section 6.09, by written
instrument, in duplicate, 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 5.10, if no successor trustee shall have been so appointed
and have accepted appointment within 60 days of the occurrence of (1), (2) or
(3) above, any Securityholder who has been a bona fide holder of a Debt Security
for at least six months may, on behalf of such Securityholder and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor

                                      -40-
<PAGE>

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 written notification of such nomination the Company objects thereto.
If no successor trustee shall have been so appointed and shall have accepted
appointment within 60 days after such removal, the Trustee so removed or any
Securityholder, upon the terms and conditions and otherwise as in subsection (a)
of this Section 6.10, may petition any court of competent jurisdiction for an
appointment of a successor trustee.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 6.11.

      SECTION 6.11 Acceptance by Successor Trustee; Supplemental Indenture.

      Any successor trustee appointed as provided in Section 6.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
indenture supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all of the rights, powers, trusts
and duties of the retiring trustee shall be vested in the successor trustee, 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 of its predecessor hereunder, with like effect as if originally
named as trustee herein; provided, however, that, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of all 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 thereunder. 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.

      No successor trustee shall accept appointment as provided in this Section
6.11 unless at the time of such acceptance such successor trustee shall be in
compliance with Section 6.08 and eligible under the provisions of Section 6.09.

      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 6.11, 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

                                      -41-
<PAGE>

fails to mail such notice within 10 days after the acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
mailed at the expense of the Company.

      SECTION 6.12 Succession by Merger, etc.

      Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided,
that such corporation shall be otherwise eligible and qualified under this
Article VI.

      In case any Debt Securities shall have been authenticated but not
delivered at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture, 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 the Debt Securities or this Indenture elsewhere
provides 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 6.13 Limitation on Rights of Trustee as a Creditor.

      The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

      SECTION 6.14 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 the Trustee's behalf and
subject to the Trustee's direction in the authentication and delivery of Debt
Securities issued upon exchange or 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, however, that the Trustee
shall have no liability to the Company for any acts or omissions of the
Authenticating Agent with respect to the authentication and delivery of Debt
Securities. Any such Authenticating Agent shall at all times be a Person
organized and doing business under the laws of the United States or of any state
or territory thereof or of the District of Columbia authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of at
least $50,000,000 and being subject to supervision or examination by federal,
state, territorial or District of Columbia authority. If such Person publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and

                                      -42-
<PAGE>

surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect herein specified in this Section.

      Any Person into which any Authenticating Agent may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger or
conversion or consolidation to which any Authenticating Agent shall be a party,
or any Person succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor Person is otherwise eligible
under this Section 6.14 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 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, the Trustee
may, and upon the request of the Company shall, promptly appoint a successor
Authenticating Agent eligible under this Section, shall give written notice of
such appointment to the Company and shall mail notice of such appointment to all
Securityholders as the names and addresses of such 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 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 or aggregate
Liquidation Amount of the Capital Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument (including by way of electronic transmission) or
any number of instruments of similar tenor executed by such Securityholders or
holders of Capital Securities, as the case may be, in person or by agent or
proxy appointed in writing, or (b) by the record of such holders of Debt
Securities voting in favor thereof at any meeting of such Securityholders duly
called and held in accordance with the provisions of Article VIII or of such
holders of Capital Securities duly called and held in accordance with the
provisions of the Declaration, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of such

                                      -43-
<PAGE>

Securityholders or holders of Capital Securities, as the case may be, or (d) by
any other method the Trustee deems satisfactory.

      If the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such Debt Securities for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether 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 his 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 and premium, if any, and
interest on such Debt Security and for all other purposes; and none of the
Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer
agent or 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.

                                      -44-
<PAGE>

      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 that are owned by the Company or any other
obligor on the Debt Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company (other than the Trust) or any other obligor on the Debt Securities shall
be disregarded and deemed not to be outstanding for the purpose of any such
determination; provided, however, 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 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 group of 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 or 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
                           MEETINGS OF SECURITYHOLDERS

      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

                                      -45-
<PAGE>

take any other action authorized to be taken by Securityholders pursuant to any
of the provisions of Article V;

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

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

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

      SECTION 8.02 Call of Meetings by Trustee.

      The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 8.01, to be held at such time and at such place in
Lancaster, Pennsylvania, the City of New York, Borough of Manhattan, 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 Security 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
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
Lancaster, Pennsylvania 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 or (b) a Person appointed by an
instrument in writing as proxy by a holder of one or more 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.

                                      -46-
<PAGE>

      SECTION 8.05 Regulations.

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

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

      Subject to the provisions of Section 8.04, 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.

                                      -47-
<PAGE>

      SECTION 8.07 Quorum; Actions.

      The Persons entitled to vote a majority in aggregate principal amount of
the Debt Securities then outstanding 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 aggregate principal amount of the Debt
Securities then outstanding, the Persons holding or representing such specified
percentage in aggregate principal amount of the Debt Securities then outstanding
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 aggregate principal amount of the Debt
Securities then outstanding 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 a majority in aggregate principal amount of the Debt Securities
then outstanding; 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 aggregate principal amount of the
Debt Securities then outstanding.

      Any resolution passed or decision taken at any meeting of holders of Debt
Securities duly held in accordance with this Section 8.07 shall be binding on
all the Securityholders, whether or not present or represented at the meeting.

                                   ARTICLE IX
                                   AMENDMENTS

      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:

                                      -48-
<PAGE>

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

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

      (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make 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 then outstanding;

      (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 2.09 (for purposes of assuring that
no registration of Debt Securities is required under the Securities Act),
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 6.11;

      (f) to qualify or maintain qualification of this Indenture under the Trust
Indenture Act;

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

      (h) 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.

                                      -49-
<PAGE>

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

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

      SECTION 9.02 Supplemental Indentures with Consent of Securityholders.

      With the consent (evidenced as provided in Section 7.01) of the holders of
a majority in aggregate principal amount of the Debt Securities at the time
outstanding affected by such supplemental indenture, the Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act, then in effect, applicable
to indentures qualified thereunder) for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
holders of the Debt Securities; provided, however, that no such supplemental
indenture shall, without the consent of the holders of each Debt Security then
outstanding and affected thereby, (i) change the Maturity Date of any Debt
Security, or reduce the principal amount thereof or any premium thereon, or
reduce the rate or extend the time of payment of interest thereon beyond such
time as set forth in Section 2.08, or reduce (other than as a result of the
maturity or earlier redemption of any such Debt Security in accordance with the
terms of this Indenture and such Debt Security) or increase the aggregate
principal amount of Debt Securities then outstanding, or change any of the
redemption provisions, or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than United States Dollars, or
impair or affect the right of any Securityholder to institute suit for payment
thereof, or (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 the
Institutional Trustee of the Trust, such supplemental indenture shall not be
effective until the holders of a majority in aggregate Liquidation Amount of the
outstanding Capital Securities shall have consented to such supplemental
indenture; provided, further, that if the consent of the Securityholder of each
outstanding Debt Security is required, such supplemental indenture shall not be
effective until each holder of the outstanding Capital Securities shall have
consented to such supplemental indenture.

      Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders (and
holders of Capital Securities, if required) as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this

                                      -50-
<PAGE>

Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

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

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

      SECTION 9.03 Compliance with Trust Indenture Act; Effect of Supplemental
Indentures.

      Any supplemental indenture executed pursuant to the provisions of this
Article IX shall comply with the Trust Indenture Act. 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 be
entitled to receive, in addition to the documents required by Section 14.06, an
Officers' Certificate as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article IX. The
Trustee shall also 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.

                                      -51-
<PAGE>

                                   ARTICLE X
                          REDEMPTION OF DEBT SECURITIES

      SECTION 10.01 [RESERVED]

      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 or such other bank regulatory authority that is
the primary holding company regulator of the Company, to redeem the 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 the Debt
Securities, it shall fix a date for redemption and shall mail, or cause the
Trustee to mail (at the expense of the Company), a notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for redemption to the
holders of Debt Securities 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 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 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 will cease to
accrue.

      Prior to 10:00 a.m., New York City time, on the Special Redemption Date
specified in the notice of redemption given as provided in this Section 10.03,
the Company will deposit with the Trustee or with one or more Paying Agents an
amount of money sufficient to redeem on such date all the Debt Securities so
called for redemption at the applicable price therefor, together with unpaid
interest accrued to such date.

      The Company will give the Trustee notice not less than 45 nor more than 75
days prior to the date fixed for redemption as to the price at which the Debt
Securities are to be redeemed and the aggregate principal amount of Debt
Securities 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 shall become due and payable on the related Special Redemption
Date and at the place or places

                                      -52-
<PAGE>

stated in such notice at the applicable price therefor, together with unpaid
interest accrued thereon to the Special Redemption Date, and on and after the
Special Redemption Date (unless the Company shall default in the payment of such
Debt Securities at the Special Redemption Price, together with unpaid interest
accrued thereon to said date) interest on the Debt Securities shall cease to
accrue. On presentation and surrender of such Debt Securities at a place of
payment specified in said notice, such Debt Securities shall be paid and
redeemed by the Company at the applicable price therefor, together with unpaid
interest, if any, accrued thereon to the Special Redemption Date; provided,
however, that interest payable on any Interest Payment Date on or prior to the
Special Redemption Date will be paid to the holders as of the relevant Regular
Record Date with respect to such Interest Payment Date.

                                   ARTICLE XI
           CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

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

      Nothing contained in this Indenture or in any of the Debt Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company or its successor or successors,
as the case may be, shall be a party or parties, or shall prevent any sale,
conveyance, transfer, lease or other disposition of all or substantially all of
the property and assets of the Company, or its successor or successors (whether
or not affiliated with the Company, or its successor or successors, as the case
may be) authorized to acquire and operate the same; provided, however, that the
Company hereby covenants and agrees that (i) upon any such consolidation, merger
(where the Company is not the surviving Person), sale, conveyance, transfer or
other disposition, the successor entity shall be a Person organized and existing
under the laws of the United States or any state thereof or the District of
Columbia (unless such Person has (1) agreed to make all payments due in respect
of the Debt Securities or, if outstanding, the Trust Securities and the
Guarantee without withholding or deduction for, or on account of, any taxes,
duties, assessments or other governmental charges under the laws or regulations
of the jurisdiction of organization or residence (for tax purposes) of such
Person or any political subdivision or taxing authority thereof or therein
unless required by applicable law, in which case such Person shall have agreed
to pay such additional amounts as shall be required so that the net amounts
received and retained by the holders of such Debt Securities or Trust
Securities, as the case may be, after payment of all taxes (including
withholding taxes), duties, assessments or other governmental charges, will be
equal to the amounts that such holders would have received and retained had no
such taxes (including withholding taxes), duties, assessments or other
governmental charges been imposed, (2) irrevocably and unconditionally consented
and submitted to the jurisdiction of any United States federal court or New York
state court, in each case located in the Borough of Manhattan, The City of New
York, in respect of any action, suit or proceeding against it arising out of or
in connection with this Indenture, the Debt Securities, the Guarantee or the
Declaration and irrevocably and unconditionally waived, to the fullest extent
permitted by law, any objection to the laying of venue in any such court or that
any such action, suit or proceeding has been brought in an inconvenient forum
and (3) irrevocably appointed an agent in The City of New York for service of
process in any action, suit or proceeding referred to in clause (2) above) and
such Person expressly assumes all of the

                                      -53-
<PAGE>

obligations of the Company under the Debt Securities, this Indenture, the
Guarantee and the Declaration and (ii) after giving effect to, any such
consolidation, merger, sale, conveyance, transfer, lease or other disposition,
no Default or Event of Default shall have occurred and be continuing.

      SECTION 11.02 Successor Person to be Substituted for Company.

      In case of any such consolidation, merger, sale, conveyance, transfer,
lease or other disposition contemplated in Section 11.01, and upon the
assumption by the successor Person, 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 Person shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the Company, and thereupon the predecessor entity shall be relieved of
any further liability or obligation hereunder or upon the Debt Securities. Such
successor Person 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 Person 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 any officer of the Company to
the Trustee or the Authenticating Agent for authentication, and any Debt
Securities which such successor Person 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 Trustee.

      The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall be
entitled to 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, lease 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 as
provided in Section 2.10) and not theretofore canceled, or (b) all the Debt
Securities not theretofore canceled or delivered to the Trustee for

                                      -54-
<PAGE>

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 on the Maturity
Date 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 as provided in Section 2.10) not theretofore canceled or delivered
to the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due to the Maturity Date or the Special Event
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 (b) above the Company shall also pay or cause to be paid
all other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect except for the provisions of Sections 2.09, 2.10, 3.01,
3.02, 3.04, 6.06, 6.10 and 12.04 hereof, which shall survive until such Debt
Securities shall mature or are redeemed, as the case may be, and are paid in
full. Thereafter, Sections 6.06, 6.10 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 agrees 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, 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
written 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

                                      -55-
<PAGE>

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; 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 and 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 Debt Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, officer,
director employee or agent as such, past, present or future, of the Company or
of any predecessor or successor Person to the Company, either directly or
through the Company or any successor Person to 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 issuance of the Debt
Securities.

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

      SECTION 14.01 Successors.

      All of the covenants, stipulations, promises and agreements of the Company
contained in this Indenture shall also bind the Company's successors and assigns
whether so expressed or not.

      SECTION 14.02 Official Acts by Successor Company.

      Any act or proceeding that, by any provision of this Indenture, is
authorized or required to be done or performed by any board, committee, officer
or other authorized Person of the Company shall and may be done and performed
with like force and effect by the like board, committee or officer or other
authorized Person of any Person that shall at the time be the lawful successor
of the Company.

      SECTION 14.03 Surrender of Company Powers.

      The Company by instrument in writing executed by authority of 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company hereunder, and thereupon
such power so surrendered shall terminate both as to the Company and as to any
permitted successor Person.

                                      -56-
<PAGE>

      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 first class mail, registered or certified mail, overnight courier service or
confirmed telecopy addressed (until another address is filed by the Company with
the Trustee for the purpose) to:

                    Fulton Financial Corporation
                    One Penn Square
                    P.O. Box 4887
                    Lancaster, Pennsylvania 17604
                    Attention:  Chief Financial Officer

      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 received in writing by (unless another address is
provided by the Trustee to the Securityholder for such purpose):

                    Wilmington Trust Company
                    Rodney Square North
                    1100 North Market Street
                    Wilmington, Delaware  19890-0001
                    Attention: Corporate Capital Markets

      Any notice or communication to a Securityholder shall be mailed by first
class mail to his or her address shown on the Debt Security Register kept by the
security registrar for the Debt Securities.

      Notices required to be given to the Trustee or the Authenticating Agent
shall be in writing, personally delivered or mailed first-class postage prepaid
to each of the foregoing, or at such other address as shall be designated by
written notice to the other parties.

      SECTION 14.05 Governing Law.

      This Indenture and the Debt Securities shall each be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to conflict of law principles of said State other than Section 5-1401 of the New
York General Obligations Law.

      SECTION 14.06 Evidence of Compliance with Conditions Precedent.

      Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that in the opinion of the
signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been

                                      -57-
<PAGE>

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).

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture (except certificates delivered pursuant to Section 3.05)
shall include (a) a statement that the person making such certificate or opinion
has read such covenant or condition and the definitions relating thereto; (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him 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 Business Day Convention.

      In any case where the date of payment of principal of or premium, if any,
or interest on the Debt Securities would otherwise fall on a day that is not a
Business Day, the payment of such principal of or premium, if any, or interest
on the Debt Securities will not be made on such date but will be made on the
next succeeding Business Day, and without any interest or other payment in
respect of such delay, all with the same force and effect as if made on the
original date of payment.

      SECTION 14.08 Trust Indenture Act to Control.

      If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 318,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

      SECTION 14.09 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 14.10 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 14.11 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 Indenture or of the Debt
Securities, but this Indenture and the Debt Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

                                      -58-
<PAGE>

      SECTION 14.12 Assignment.

      Subject to Article XI, the Company will have the right at all times to
assign any of its rights or obligations under this Indenture and the Debt
Securities to a direct or indirect wholly owned Subsidiary of the Company;
provided, 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 thereto and their
respective successors and assigns. This Indenture may not otherwise be assigned
by the parties thereto.

                                   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 holder's acceptance thereof likewise covenants and agrees,
that the Debt Securities shall be issued subject to the provisions of this
Article XV; and each holder of a Debt Security, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

      The payment by the Company of the payments due on all Debt Securities
issued hereunder and under any Additional Provisions shall, to the extent and in
the manner hereinafter set forth, be subordinated and junior in right of payment
to the prior payment in full of all Senior Debt, 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 Debt.

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

      In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee, or any Securityholder, when such payment is prohibited
by this Section, such payment shall, subject to Section 15.06, be held in trust
for the benefit of, and shall be paid over or delivered by the Trustee (if the
notices required by Section 15.06 have been received by the Trustee) or by any
Securityholder, to the holders of Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior Debt
(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

                                      -59-
<PAGE>

such Senior Debt, and only the amounts specified in such notices to the Trustee
shall be paid to the holders of such Senior Debt.

      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, winding-up, liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, the holders of all Senior Debt of the Company will first be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt, before any payment is made by the Company on account of the
principal of, or premium, if any, or interest on the Debt Securities; and upon
any such dissolution, winding-up, 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, 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 the Indenture if
received by them or it, directly to the holders of Senior Debt of the Company
(pro rata to such holders on the basis of the respective amounts of Senior Debt
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 Debt may have been issued, as their
respective interests may appear, to the extent necessary to pay such Senior Debt
in full, in money or moneys worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Debt, before any payment or
distribution is made to the Securityholders or to the Trustee.

      In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character prohibited by the
foregoing, whether in cash, property or securities, shall be received by the
Trustee or any Securityholder before all Senior Debt 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 by the Trustee (if the notices required by Section 15.06
have been received by the Trustee) or by any Securityholder, to the holders of
such Senior Debt or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing
such Senior Debt may have been issued, as their respective interests may appear,
as calculated by the Company, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all such Senior Debt 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
Debt.

      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 Person 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 Senior Debt that may at the time be outstanding;

                                      -60-
<PAGE>

provided, that (i) such Senior Debt is assumed by the new Person, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of such Senior Debt 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 Person or the liquidation or
dissolution of the Company following the sale, conveyance, transfer, lease or
other disposition of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided for in
Article XI of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other Person shall, as a part of such consolidation, merger, sale, conveyance,
transfer, lease or other disposition, comply with the conditions stated in
Article XI of this Indenture. Nothing in Section 15.02 or in this Section 15.03
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.06 of this Indenture.

      SECTION 15.04 Subrogation.

      Subject to the payment in full of all Senior Debt, the rights of the
Securityholders shall be subrogated to the rights of the holders of such Senior
Debt to receive payments or distributions of cash, property or securities of the
Company, as the case may be, applicable to such Senior Debt 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 Debt 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 Debt by Securityholders
or the Trustee, shall, as between the Company, its creditors other than holders
of Senior Debt of the Company, and the holders of the Debt Securities, be deemed
to be a payment by the Company to or on account of such Senior Debt. 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 Debt on the other
hand.

      Nothing contained in this Article XV or elsewhere in this Indenture or in
the Debt Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Debt of the Company, and the holders
of the Debt Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debt Securities all payments on the
Debt Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Debt Securities and creditors of the Company, as the case may be,
other than the holders of Senior Debt 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 Debt in respect of cash, property or securities of the
Company, as the case may be, 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

                                      -61-
<PAGE>

jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, 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 Debt 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 the Trustee, in its discretion, deems necessary or appropriate, upon
instruction or otherwise) 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 of any fact known to the Company that would prohibit the making of
any payment of moneys to or by the Trustee in respect of the Debt Securities
pursuant to the provisions of this Article XV. Notwithstanding the provisions of
this Article XV or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of moneys to or by the
Trustee in respect of the Debt Securities pursuant to the provisions of this
Article XV, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder or holders of
Senior Debt 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 a written notice delivered to it by a
Person representing himself to be a holder of Senior Debt of the Company (or a
trustee or representative on behalf of such holder), as the case may be, to
establish that such notice has been given by a holder of such Senior Debt 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 Debt 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 Debt held by such
Person, the extent

                                      -62-
<PAGE>

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 Debt.

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

      With respect to the holders of Senior Debt 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 Debt 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 Debt and, subject to the provisions of Article VI of this Indenture, the
Trustee shall not be liable to any holder of such Senior Debt 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 Debt shall be entitled by virtue of
this Article XV or otherwise.

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

      SECTION 15.08 Subordination May Not Be Impaired.

      No right of any present or future holder of any Senior Debt 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,
as the case may be, or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company, as the case may be, 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 Debt 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
Debt, do any one or more of the following: (i) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, such Senior
Debt, or otherwise amend or supplement in any manner such Senior Debt or any
instrument evidencing the same or any agreement under which such Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Debt; (iii) release any
Person liable in any manner for the collection of such Senior Debt; and (iv)
exercise or refrain from exercising any rights against the Company, as the case
may be, and any other Person.

                                      -63-
<PAGE>

      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.

      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.

                                         FULTON FINANCIAL CORPORATION

                                         By: ______________________
                                             [NAME]
                                             [TITLE]

                                         WILMINGTON TRUST COMPANY,
                                         as Trustee

                                         By: ______________________
                                             Name:
                                             Title:

                                      -64-
<PAGE>

                                    EXHIBIT A
          [___]% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBT SECURITY

                           (FORM OF FACE OF SECURITY)

      [IF THIS DEBT SECURITY IS A GLOBAL SECURITY INSERT: THIS DEBT SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A
NOMINEE OF DTC. THIS DEBT SECURITY IS EXCHANGEABLE FOR DEBT SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBT
SECURITY (OTHER THAN A TRANSFER OF THIS DEBT SECURITY AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE.

      UNLESS THIS DEBT SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY DEBT SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

      THE HOLDER OF THIS DEBT SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
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 DEBT
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, 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 DEBT
SECURITY OR SUCH INTEREST OR PARTICIPATION 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 DEBT

                                      A-1
<PAGE>

SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF AS THE CASE MAY BE 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 AND HOLDING 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.

      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 THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE
COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.

                                      A-2
<PAGE>

          [___]% Junior Subordinated Deferrable Interest Debt Security

                                     Due [ ]

                                       of

                          Fulton Financial Corporation

      Fulton Financial Corporation, a Pennsylvania corporation (the "Company,"
which term includes any successor permitted under the Indenture), for value
received, hereby promises to pay to __________________ or registered assigns,
the principal sum of __________________ Dollars on [ ] (the "Maturity Date") (or
the Special Redemption Date, as defined herein, or any earlier date of
acceleration of the maturity of this Debt Security), and to pay interest at a
rate per annum equal to [___]% (the "Interest Rate") on the outstanding
principal amount of this Debt Security from [ ], or from the most recent
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 [ ] and []
of each year, commencing [ ] (each such date, an "Interest Payment Date"), until
the principal hereof shall have been paid or duly provided for, 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 the same rate per annum, compounded semi-annually. The amount of
interest payable hereon shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

      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 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, which shall be at the close
of business on the 15th calendar day prior to the relevant Interest Payment
Date, whether or not such day is a Business Day (as defined in the Indenture).
Any such interest installment (other than Deferred Interest (as defined herein))
not punctually paid or duly provided for shall forthwith cease to be payable to
the holders on such Regular Record Date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the holders
of Debt Securities not less than 10 days prior to such special record date, or
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debt Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.

      Pursuant to the Indenture, in certain circumstances the Company will be
required to pay Additional Amounts (as defined in the Indenture) with respect to
this Debt Security.

      Payment of the principal of and premium, if any, and interest on this Debt
Security due on the Maturity Date or the Special Redemption Date, as the case
may be, shall be made in immediately available funds against presentation and
surrender of this Debt Security at the office or agency of the Trustee
maintained for that purpose in Wilmington, Delaware, or at the office or agency
of any other Paying Agent appointed by the Company maintained for that purpose
in

                                      A-3
<PAGE>

Wilmington, Delaware, New York, New York or Lancaster, Pennsylvania. Payment of
interest on this Debt Security due on any Interest Payment Date shall be made
at the option of the Company by check mailed to the holder thereof at such
address as shall appear in the Debt Security Register or by wire transfer of
immediately available funds to an account appropriately designated by the holder
hereof. Notwithstanding the foregoing, so long as the holder of this Debt
Security is the Institutional Trustee (as defined in the Declaration), payment
of the principal of and premium, if any, and interest on this Debt Security
shall be made in immediately available funds when due at such place and to such
account as may be designated by the Institutional Trustee. All payments in
respect of this Debt Security shall be payable in any coin or currency of the
United States of America that at the time of payment is legal tender for payment
of public and private debts.

      In the event that any date on which the principal of or premium, if any,
or interest on this Debt Security would otherwise fall on a day that is not a
Business Day, then the payment payable on such date will be made on the next
succeeding day that is a Business Day, without any interest or other payment in
respect of any such delay, all with the same force and effect as if made on such
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 Debt (as defined in the Indenture), 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 Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

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

      By acceptance of this Debt Security, each holder and beneficial owner
thereof agrees to treat such Debt Security as indebtedness for United States
federal income tax purposes.

      This Debt Security shall not be entitled to any benefit under the
Indenture or 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 provisions shall for all purposes have the same effect as though
fully set forth at this place.

      This Debt Security may contain more than one counterpart of the signature
page and this Debt Security may be executed and authenticated by the affixing of
the signature of a proper officer of the Company, and the signature of the
Trustee providing authentication, to any of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one,

                                      A-4
<PAGE>

and they shall have the same force and effect as though the Company had
executed, and the Trustee had authenticated, a single signature page.

                                      A-5
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and sealed this ___ day of ________, _______.

                                         FULTON FINANCIAL CORPORATION

                                         [By:___________________________________
                                            [NAME]
                                            [TITLE]

                          CERTIFICATE OF AUTHENTICATION

      This is one of the [___]% Junior Subordinated Deferrable Interest Debt
Securities of Fulton Financial Corporation referred to in the within-mentioned
Indenture.

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

Dated:_________________                  By:____________________________________
                                            Authorized Signatory

                                      A-6
<PAGE>

                          (FORM OF REVERSE OF SECURITY)

      This Security is one of the Junior Subordinated Deferrable Interest Debt
Securities, (herein sometimes referred to as the "Debt Securities"), specified
in the Indenture, all issued or to be issued under and pursuant to an Indenture,
dated as of [ ] (the "Indenture"), between the Company and Wilmington Trust
Company, as Trustee (the "Trustee"), to which Indenture 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. The Debt Securities are limited in aggregate principal amount as
specified in the Indenture.

      So long as no Event of Default pursuant to Sections 5.01(b), (e), (f),
(g), (h) or (i) of the Indenture has occurred and is continuing, the Company
shall have the right, from time to time and without causing an Event of Default,
to defer payments of interest on the Debt Securities by extending the interest
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, together with all previous and
further consecutive extensions thereof, is referred to herein as an "Extension
Period"). No Extension Period may end on a date other than an Interest Payment
Date or extend beyond the Maturity Date or the Special Redemption Date, as the
case may be. During any Extension Period, interest will continue to accrue on
the Debt Securities, and interest on such accrued interest (such accrued
interest and interest thereon referred to herein as "Deferred Interest") will
accrue at an annual rate equal to the Interest Rate applicable during such
Extension Period, compounded semi-annually from the date such Deferred Interest
would have been payable were it not for the Extension Period, to the extent
permitted by applicable law. No interest or Deferred Interest (except any
Additional Amounts (as defined in the Indenture) that may be due and payable)
shall be due and payable during an Extension Period, except at the end thereof.
At the end of any Extension Period, the Company shall pay all Deferred Interest
then accrued and unpaid on the Debt Securities; provided, however, that during
any 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, (ii) make any payment of
principal of or premium, if any, or interest on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu with or junior in
interest to the Debt Securities or (iii) make any payment under any guarantees
of the Company that rank pari passu with or junior in interest to the Guarantee
(other than (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company (A) in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, (B) in connection with a dividend
reinvestment or stockholder stock purchase plan or (C) in connection with the
issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock), as consideration in an acquisition
transaction entered into prior to the occurrence of such 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

                                      A-7
<PAGE>

the issuance of rights, stock or other property under any stockholder's rights
plan, or the redemption or repurchase of rights pursuant thereto or (e) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock). Prior to the termination of any
Extension Period, the Company may further extend such Extension Period,
provided, that no Extension Period (including all previous and further
consecutive extensions that are part of such Extension Period) shall exceed 10
consecutive semi-annual periods. 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 or extend an Extension Period no
later than the close of business on the fifteenth day prior to the applicable
Interest Payment Date.

      Upon the occurrence and continuation of a Tax Event, an Investment Company
Event or a Capital Treatment Event (each, a "Special Event"), the Company shall
have the right to redeem this Debt Security, at its option, in whole with all
other Debt Securities 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 (as defined herein).

      Any redemption pursuant to the preceding paragraph will be made, subject
to receipt by the Company of prior approval from the bank regulatory authority
that is the primary holding company regulator of the Company if then required
under applicable capital guidelines or policies of the bank regulatory authority
that is the primary holding company regulator of the Company, upon not less than
30 days' nor more than 60 days' prior written notice.

      If notice of redemption has been given, the Debt Securities shall become
due and payable on the related Special Redemption Date and at the place or
places stated in such notice at the applicable price therefor, together with
unpaid interest accrued thereon to the Special Redemption Date, and on and after
the Special Redemption Date (unless the Company shall default in the payment of
such Debt Securities at the Special Redemption Price, together with unpaid
interest accrued thereon to said date) interest on the Debt Securities shall
cease to accrue. On presentation and surrender of such Debt Securities at a
place of payment specified in said notice, such Debt Securities shall be paid
and redeemed by the Company at the applicable price therefor, together with
unpaid interest, if any, accrued thereon to the Special Redemption Date;
provided, however, that interest payable on any Interest Payment Date on or
prior to the Special Redemption Date will be paid to the holders as of the
relevant Regular Record Date with respect to such Interest Payment Date.

      "Special Redemption Price" means, with respect to the redemption of any
Debt Security following a Special Event, an amount in cash equal to the
percentage of the principal amount of this Debt Security that is specified below
for the Special Redemption Date plus, in each case, unpaid interest accrued
thereon to but excluding the Special Redemption Date:

<TABLE>
<CAPTION>
Special Redemption Price will be [___]%
       to but excluding [ ] and
 thereafter will be as follows for the
    12-month period beginning [ ],              Percentage of Principal Amount
---------------------------------------         ------------------------------
<S>                                             <C>
                  [ ]                                       [___]%

                  [ ]                                       [___]%

                  [ ]                                       [___]%

                  [ ]                                       [___]%

          [ ] and thereafter                                [___]%
</TABLE>

      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, and, in certain cases, shall

                                      A-8
<PAGE>

ipso facto become, due and payable, and upon any such declaration of
acceleration shall become, due and payable, in each case, in the manner, with
the effect and subject to the conditions provided in the Indenture.

      Subject to (i) the Company having received any required regulatory
approvals and (ii) the Administrators of Fulton Capital Trust III having
received an Opinion of Counsel to the effect that such liquidation and
distribution will not cause the holders of Capital Securities to recognize gain
or loss for federal income tax purposes, the Company will have the right at any
time to liquidate the Trust and, after satisfaction of liabilities of creditors
of the Trust as required by applicable law, to cause the Debt Securities to be
distributed to the holders of the Trust Securities in liquidation of the Trust.

      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Debt Securities at the time outstanding affected thereby, as specified in
the Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Debt Securities; provided, however, that no such
supplemental indenture shall, among other things, without the consent of the
holders of each Debt Security then outstanding and affected thereby (i) change
the Maturity Date of any Debt Security, or reduce the principal amount thereof
or any premium thereon, or reduce the rate or extend the time of payment of
interest thereon, or reduce (other than as a result of the maturity or earlier
redemption of any such Debt Security in accordance with the terms of the
Indenture and such Debt Security) or increase the aggregate principal amount of
Debt Securities then outstanding, or change any of the redemption provisions, or
make the principal thereof or any interest or premium thereon payable in any
coin or currency other than United States Dollars, or impair or affect the right
of any holder to institute suit for 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 the holders of all the
Debt Securities, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture,
and its consequences, except (a) a default in payments due in respect of any of
the Debt Securities, (b) in respect of covenants or provisions of the Indenture
which cannot be modified or amended without the consent of the holder of each
Debt Security affected or (c) in respect of the covenants of the Company
relating to its ownership of Common Securities of the Trust. Any such consent or
waiver by the 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 make all payments due on this
Debt Security at the time and place and at the rate and in the money herein
prescribed.

                                      A-9
<PAGE>

      As provided in the Indenture and subject to certain limitations herein and
therein set forth, this Debt Security is transferable by the holder hereof on
the Debt Security Register (as defined in the Indenture) of the Company, upon
surrender of this Debt Security for registration of transfer at the office or
agency of the Trustee in Wilmington, Delaware, or at any other office or agency
of the Company in Wilmington, Delaware, New York, New York or Lancaster,
Pennsylvania, accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company or the Trustee duly executed by the holder
hereof or such holder's attorney duly authorized in writing, and thereupon one
or more new Debt Securities of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such registration of
transfer, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax, fee or other governmental charge payable in relation thereto
as specified in the Indenture.

      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 holder
hereof as the absolute owner hereof (whether or not this Debt Security shall be
overdue and notwithstanding any notice of ownership or writing hereon) for the
purpose of receiving payment of the principal of and premium, if any, and
interest on this Debt Security and for all other purposes, and none of the
Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer
agent or any Debt Security registrar shall be affected by any notice to the
contrary.

      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 different authorized denominations, as
requested by the holder surrendering the same.

      The Debt Securities are issuable only in registered certificated form
without coupons.

      No recourse shall be had for the payment of the principal of or premium,
if any, or 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, director, employee or agent, past,
present or future, as such, of the Company or of any predecessor or 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,
all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.

      All terms used but not defined in this Debt Security shall have the
meanings assigned to them in the Indenture.

      THIS DEBT SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
OF SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

                                      A-10
<PAGE>

                                    EXHIBIT B

                  FORM OF CERTIFICATE OF OFFICER OF THE COMPANY

      Pursuant to Section 3.05 of the Indenture, dated as of [ ] (as amended or
supplemented from time to time, the "Indenture"), between Fulton Financial
Corporation, as issuer (the "Company"), and Wilmington Trust Company, as
trustee, the undersigned certifies that he/she is a [principal executive
officer, principal operating officer, principal financial officer or principal
accounting officer] of the Company and in the course of the performance by the
undersigned of his/her duties as an officer of the Company, the undersigned
would normally have knowledge of any default by the Company in the performance
of any covenants contained in the Indenture, and the undersigned hereby further
certifies that he/she has no knowledge of any default for the fiscal year ending
on __________, 20___ [, except as follows: specify each such default and the
nature thereof].

      Capitalized terms used herein, and not otherwise defined herein, have the
respective meanings assigned thereto in the Indenture.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
____________, 20____.

                                         _______________________________________
                                         Name:
                                         Title:

                                      B-1