<PAGE>



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               JUNIOR SUBORDINATED INDENTURE


                          Between


                  ALLEGIANT BANCORP, INC.


                            and


                   BANKERS TRUST COMPANY
                        (as Trustee)


                        dated as of


                       August 2, 1999











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

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<PAGE>

                    ALLEGIANT CAPITAL TRUST I

   Certain Sections of this Junior Subordinated Indenture relating
                to Sections 310 through 318 of the
                   Trust Indenture Act of 1939:


Trust Indenture                                   Junior Subordinated
  Act Section                                      Indenture Section
  -----------                                      -----------------

Section 310    (a)(1)                                             6.9
               (a)(2)                                             6.9
               (a)(3)                                  Not Applicable
               (a)(4)                                  Not Applicable
               (a)(5)                                             6.9
               (b)                                          6.8, 6.10
Section 311    (a)                                               6.13
               (b)                                               6.13
               (b)(2)                                          7.3(a)
Section 312    (a)                                        7.1, 7.2(a)
               (b)                                             7.2(b)
               (c)                                             7.2(c)
Section 313    (a)                                             7.3(a)
               (a)(4)                                          7.3(a)
               (b)                                             7.3(b)
               (c)                                             7.3(a)
               (d)                                             7.3(c)
Section 314    (a)                                                7.4
               (b)                                                7.4
               (c)(1)                                             1.2
               (c)(2)                                             1.2
               (c)(3)                                  Not Applicable
               (e)                                                1.2
Section 315    (a)                                             6.1(a)
               (b)                                           6.2, 7.3
               (c)                                             6.1(b)
               (d)                                             6.1(c)
               (e)                                               5.14
Section 316    (a)                                               5.12
               (a)(1)(A)                                         5.12
               (a)(1)(B)                                         5.13
               (a)(2)                                  Not Applicable
               (b)                                                5.8
               (c)                                             1.4(f)
Section 317    (a)(1)                                             5.3
               (a)(2)                                             5.4
               (b)                                               10.3
Section 318    (a)                                                1.7


Note:   This reconciliation and tie shall not, for any purpose, be
deemed to be a part of the Indenture.


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<TABLE>
                              TABLE OF CONTENTS

<C>               <S>                                                                    <C>
ARTICLE I         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION                 1
   Section 1.1.      Definitions                                                          1
   Section 1.2.      Compliance Certificate and Opinions                                 10
   Section 1.3.      Forms of Documents Delivered to Trustee                             10
   Section 1.4.      Acts of Holders                                                     11
   Section 1.5.      Notices, Etc. to Trustee and Company                                13
   Section 1.6.      Notice to Holders                                                   13
   Section 1.7.      Conflict with Trust Indenture Act                                   13
   Section 1.8.      Effect of Headings and Table of Contents                            13
   Section 1.9.      Successors and Assigns                                              13
   Section 1.10.     Separability Clause                                                 14
   Section 1.11.     Benefits of Indenture                                               14
   Section 1.12.     Governing Law                                                       14
   Section 1.13.     Non-Business Days                                                   14

ARTICLE II        SECURITY FORMS                                                         15
   Section 2.1.      Forms Generally                                                     15
   Section 2.2.      Form of Face of Security                                            15
   Section 2.3.      Form of Reverse of Security                                         18
   Section 2.4.      Additional Provisions Required in Global Security                   21
   Section 2.5.      Form of Trustee's Certificate of Authentication                     21

ARTICLE III       THE SECURITIES                                                         21
   Section 3.1.      Title and Terms                                                     21
   Section 3.2.      Denominations                                                       22
   Section 3.3.      Execution, Authentication, Delivery and Dating                      22
   Section 3.4.      Temporary Securities                                                23
   Section 3.5.      Global Securities                                                   24
   Section 3.6.      Registration, Transfer and Exchange Generally; Certain Transfers
                     and Exchanges; Securities Act Legends                               25
   Section 3.7.      Mutilated, Lost and Stolen Securities                               26
   Section 3.8.      Payment of Interest and Additional Interest; Interest Rights
                     Preserved                                                           26
   Section 3.9.      Persons Deemed Owners                                               27
   Section 3.10.     Cancellation                                                        28
   Section 3.11.     Computation of Interest                                             28
   Section 3.12.     Deferrals of Interest Payment Dates                                 28
   Section 3.13.     Right of Set-Off                                                    29
   Section 3.14.     Agreed Tax Treatment                                                29
   Section 3.15.     CUSIP Numbers                                                       30
   Section 3.16.     Shortening of Stated Maturity                                       30

ARTICLE IV        SATISFACTION AND DISCHARGE                                             30
   Section 4.1.      Satisfaction and Discharge of Indenture                             30
   Section 4.2.      Application of Trust Money                                          31


                                 - i -

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ARTICLE V         REMEDIES                                                               31
   Section 5.1.      Events of Default                                                   31
   Section 5.2.      Acceleration of Maturity; Rescission and Annulment                  32
   Section 5.3.      Collection of Indebtedness and Suits for Enforcement by Trustee     33
   Section 5.4.      Trustee May File Proofs of Claim                                    33
   Section 5.5.      Trustee May Enforce Claim Without Possession of Securities          34
   Section 5.6.      Application of Money Collected                                      34
   Section 5.7.      Limitation on Suits                                                 35
   Section 5.8.      Unconditional Right of Holders to Receive Principal, Premium and
                     Interest; Direct Action by Holders of Preferred Securities          35
   Section 5.9.      Restoration of Rights and Remedies                                  36
   Section 5.10.     Rights and Remedies Cumulative                                      36
   Section 5.11.     Delay or Omission Not Waiver                                        36
   Section 5.12.     Control by Holders                                                  36
   Section 5.13.     Waiver of Past Defaults                                             37
   Section 5.14.     Undertaking for Costs                                               37
   Section 5.15.     Waiver of Usury, Stay or Extension Laws                             37

ARTICLE VI        THE TRUSTEE                                                            38
   Section 6.1.      Certain Duties and Responsibilities                                 38
   Section 6.2.      Notice of Defaults                                                  38
   Section 6.3.      Certain Rights of Trustee                                           39
   Section 6.4.      Not Responsible for Recitals or Issuance of Securities              40
   Section 6.5.      May Hold Securities                                                 40
   Section 6.6.      Money Held in Trust                                                 40
   Section 6.7.      Compensation and Reimbursement                                      40
   Section 6.8.      Disqualification; Conflicting Interests                             41
   Section 6.9.      Corporate Trustee Required; Eligibility                             41
   Section 6.10.     Resignation and Removal; Appointment of Successor                   42
   Section 6.11.     Acceptance of Appointment by Successor                              43
   Section 6.12.     Merger, Conversion, Consolidation or Succession to Business         43
   Section 6.13.     Preferential Collection of Claims Against Company                   43
   Section 6.14.     Appointment of Authenticating Agent                                 44

ARTICLE VII       HOLDERS LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY         45
   Section 7.1.      Company to Furnish Trustee Names and Addresses of Holders           45
   Section 7.2.      Preservation of Information, Communications to Holders              45
   Section 7.3.      Reports by Trustee and Paying Agents                                45
   Section 7.4.      Reports by Company                                                  46

ARTICLE VIII      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE                   46
   Section 8.1.      Company May Consolidate, Etc., Only on Certain Terms                46
   Section 8.2.      Successor Company Substituted                                       47

ARTICLE IX        SUPPLEMENTAL INDENTURES                                                48
   Section 9.1.      Supplemental Indentures Without Consent of Holders                  48
   Section 9.2.      Supplemental Indentures with Consent of Holders                     49


                                 - ii -

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   Section 9.3.      Execution of Supplemental Indentures                                49
   Section 9.4.      Effect of Supplemental Indentures                                   50
   Section 9.5.      Conformity with Trust Indenture Act                                 50
   Section 9.6.      Reference in Securities to Supplemental Indentures                  50

ARTICLE X         COVENANTS                                                              50
   Section 10.1.     Payment of Principal, Premium and Interest                          50
   Section 10.2.     Maintenance of Office or Agency                                     50
   Section 10.3.     Money for Security Payments to be Held in Trust                     51
   Section 10.4.     Statement as to Compliance                                          52
   Section 10.5.     Waiver of Certain Covenants                                         52
   Section 10.6.     Additional Sums                                                     52
   Section 10.7.     Additional Covenants                                                53
   Section 10.8.     Federal Tax Reports                                                 54

ARTICLE XI        REDEMPTION OF SECURITIES                                               54
   Section 11.1.     Applicability of this Article                                       54
   Section 11.2.     Election to Redeem; Notice to Trustee                               54
   Section 11.3.     Selection of Securities to be Redeemed                              54
   Section 11.4.     Notice of Redemption                                                55
   Section 11.5.     Deposit of Redemption Price                                         55
   Section 11.6.     Payment of Securities Called for Redemption                         56
   Section 11.7.     Right of Redemption of Securities Initially Issued to the
                     Issuer Trust                                                        56

ARTICLE XII       SINKING FUNDS                                                          56

ARTICLE XIII      SUBORDINATION OF SECURITIES                                            57
   Section 13.1.     Securities Subordinate to Senior Indebtedness                       57
   Section 13.2.     No Payment When Senior Indebtedness in Default; Payment Over of
                     Proceeds Upon Dissolution, Etc.                                     57
   Section 13.3.     Payment Permitted if No Default                                     58
   Section 13.4.     Subrogation to Rights of Holders of Senior Indebtedness             58
   Section 13.5.     Provisions Solely to Define Relative Rights                         59
   Section 13.6.     Trustee to Effectuate Subordination                                 59
   Section 13.7.     No Waiver of Subordination Provisions                               59
   Section 13.8.     Notice to Trustee                                                   60
   Section 13.9.     Reliance on Judicial Order or Certificate of Liquidating Agent      60
   Section 13.10.    Trustee Not Fiduciary for Holders of Senior Indebtedness            61
   Section 13.11.    Rights of Trustee as Holder of Senior Indebtedness; Preservation
                     of Trustee's Rights                                                 61
   Section 13.12.    Article Applicable to Paying Agents                                 61
   Section 13.13.    Certain Conversions or Exchanges Deemed Payment                     61
</TABLE>

                                 - iii -

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               JUNIOR SUBORDINATED INDENTURE

                   ______________________


     THIS JUNIOR SUBORDINATED INDENTURE, dated as of August 2, 1999
between ALLEGIANT BANCORP, INC., a Missouri corporation (the "Company"),
having its principal office at 2122 Kratky Road, St. Louis, Missouri
63114 and BANKERS TRUST COMPANY, as Trustee, having its principal office
at Four Albany Street, 4th Floor, New York, New York 10006 (the
"Trustee").

                  RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its unsecured
junior subordinated deferrable interest debentures due August 2,
2029 (the "Securities") of substantially the tenor hereinafter provided,
including Securities issued to evidence loans made to the Company from
the proceeds from the issuance from time to time by Allegiant Capital
Trust I, a Delaware business trust (the "Issuer Trust"), of undivided
preferred beneficial interests in the assets of such Issuer Trust (the
"Preferred Securities") and common undivided interests in the assets of
such Issuer Trust (the "Common Securities" and, collectively with the
Preferred Securities, the "Trust Securities"), and to provide the terms
and conditions upon which the Securities are to be authenticated, issued
and delivered; and

     WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the
Securities by the Holders (as such term is defined in Section 1.1
hereof) thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, and intending to
be legally bound hereby, as follows:

                         ARTICLE I

              DEFINITIONS AND OTHER PROVISIONS
                   OF GENERAL APPLICATION

Section 1.1. Definitions.

       For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

       (a)   the terms defined in this Article I have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

       (b)   all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

       (c)   the words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation";


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       (d)   all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles as in effect at the time of computation;

       (e)   whenever the context may require, any gender shall be
deemed to include the other;

       (f)   unless the context otherwise requires, any reference to
an "Article" or a "Section" refers to an Article or a Section, as the
case may be, of this Indenture; and

       (g)   the words "hereby", "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.

       "25% Capital Limitation" means the limitation imposed by the
Federal Reserve that the proceeds of certain qualifying securities
similar to the Trust Securities will qualify as Tier 1 capital of the
Company up to an amount not to exceed, when taken together with all
cumulative preferred stock of the Company, if any, 25% of the Company's
Tier 1 capital, or any subsequent limitation adopted by the Federal
Reserve.

       "Act" when used with respect to any Holder has the meaning
specified in Section 1.4.

       "Additional Interest" means the interest, if any, that shall
accrue on any interest on the Securities the payment of which has not
been made on the applicable Interest Payment Date and which shall accrue
at the rate per annum specified or determined as specified in such
Security.

       "Additional Sums" has the meaning specified in Section 10.6.

       "Additional Taxes" means any additional taxes, duties and other
governmental charges to which the Issuer Trust has become subject from
time to time as a result of a Tax Event.

       "Administrator" means, in respect of the Issuer Trust, each
Person appointed in accordance with the Trust Agreement, solely in such
Person's capacity as Administrator of the Issuer Trust and not in such
Person's individual capacity, or any successor Administrator appointed
as therein provided.

       "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person.  For the purposes of
this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

       "Agent Member" means any member of, or participant in, the
Depositary.

       "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein,
the rules and procedures of the Depositary for such Global Security, in
each case to the extent applicable to such transaction and as in effect
from time to time.

       "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to
authenticate Securities.

       "Board of Directors" means the board of directors of the
Company or the executive committee of the board of directors of the
Company (or any other committee of the board of directors of the Company

                                 - 2 -

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performing similar functions) or, for purposes of this Indenture, a
committee designated by the board of directors of the Company (or such
committee), comprised of two or more members of the board of directors
of the Company or officers of the Company, or both.

       "Board Resolution" means a copy of a resolution certified by
the Secretary or any Assistant Secretary of the Company to have been
duly adopted by the Board of Directors, or such committee of the Board
of Directors or officers of the Company to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

       "Business Day" means any day other than (a) a Saturday or
Sunday, (b) a day on which banking institutions in the State of Missouri
or the City of New York are authorized or required by law or executive
order to remain closed, or (c) a day on which the Corporate Trust Office
of the Trustee, or, with respect to the Securities initially issued to
the Issuer Trust, the "Corporate Trust Office" (as defined in the Trust
Agreement) of the Property Trustee or the Delaware Trustee under the
Trust Agreement, is closed for business.

       "Capital Treatment Event" means the receipt by the Company and
the Issuer Trust of an Opinion of Counsel, rendered by counsel
experienced in such matters, to the effect that, as a result of the
occurrence of any amendment to, or change (including any announced
prospective change) in, the laws (or any rules or regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement
or action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such
pronouncement, action or decision is announced on or after the date of
the issuance of the Preferred Securities of the Issuer Trust, there is
more than an insubstantial risk that the Company will not be entitled to
treat an amount equal to the Liquidation Amount of such Preferred
Securities as "Tier 1 Capital" (or the then equivalent thereof), except
as otherwise restricted under the 25% Capital Limitation, for purposes
of the risk-based capital adequacy guidelines of the Federal Reserve
Board, as then in effect and applicable to the Company. The Company or the
Issuer Trust must request an Opinion of Counsel with regard to such
matter within a reasonable period of time after the Company or the Issuer
Trust, as appropriate, becomes aware of the possible occurrence of any
such event.

       The Company or the Issuer Trust must request and receive an
Opinion of Counsel with regard to the matter deemed to be an event
within a reasonable period of time after the Company or the Issuer
Trust, as appropriate, becomes aware of the possible occurrence of any
such event.

       "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 instrument such Commission is not
existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

       "Common Securities" has the meaning specified in the first
recital of this Indenture.

       "Common Stock" means the common stock, $0.01 par value per
share, of the Company.

       "Company" means the Person named as the "Company" in the
preamble of this instrument until a successor entity shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor entity.

       "Company Request" and "Company Order" mean, respectively, the
written request or order signed in the name of the Company by its
Chairman of the Board of Directors, its Chief Executive

                                 - 3 -

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<PAGE>
Officer, President or any Vice President, and by its Chief Financial
Officer, its Treasurer, its Secretary or any Assistant Secretary, and
delivered to the Trustee.

       "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at
Four Albany Street, 4th Floor, New York, New York 10006.

       "Creditor" has the meaning specified in Section 6.7.

       "Defaulted Interest" has the meaning specified in Section 3.8.

       "Delaware Trustee" means, with respect to the Issuer Trust, the
Person identified as the "Delaware Trustee" in the Trust Agreement,
solely in its capacity as Delaware Trustee of the Issuer Trust under the
Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware trustee appointed
as therein provided.

       "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities,
the Person (or any successor thereto) designated as Depositary by the
Company pursuant to Section 3.1.

       "Discount Security" means any security that provides for an
amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.

       "Dollar" or "$" means the currency of the United States of
America that, as at the time of payment, is legal tender for the payment
of public and private debts.

       The term "entity" includes a bank, corporation, association,
company, limited liability company, joint-stock company or business
trust.

       "Event of Default," has the meaning specified in Article V.

       "Exchange Act" means the Securities Exchange Act of 1934 and
any successor statute thereto, in each case as amended from time to
time.

       "Expiration Date" has the meaning specified in Section 1.4.

       "Extension Period" has the meaning specified in Section 3.12.

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

       "Global Security" means a Security in the form prescribed in
Section 2.4 evidencing all or part of the Securities, issued to the
Depositary or its nominee, and registered in the name of such Depositary
or its nominee.

       "Guarantee" means, with respect to the Issuer Trust, the
Guarantee Agreement, dated as of August 2, 1999, executed by the Company
for the benefit of the holders of the Preferred Securities issued by the
Issuer Trust as modified, amended or supplemented from time to time.

       "Holder" means a Person in whose name a Security is registered
in the Securities Register.

                                 - 4 -

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       "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.

       "Institutional Accredited Investor" means an institutional
accredited investor within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act.

       "Interest Payment Date" means the Stated Maturity of an
installment of interest on such Securities.

       "Investment Company Act" means the Investment Company Act of
1940 and any successor statute thereto, in each case as amended from
time to time.

       "Investment Company Event" means the receipt by the Company and
the Issuer Trust of an Opinion of Counsel, rendered by counsel
experienced in such matters, to the effect that, as a result of the
occurrence of a change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, the Issuer
Trust is considered an "investment company" that is required
to be registered under the Investment Company Act, which change becomes
effective on or after the date of the issuance of the Preferred
Securities.

       The Company or the Issuer Trust must request and receive an
Opinion of Counsel with regard to the matter deemed to be an event
within a reasonable period of time after the Company or the Issuer
Trust, as appropriate, becomes aware of the possible occurrence of
any such event.

       "Issuer Trust" has the meaning specified in the first recital
of this Indenture.

       "Liquidation Amount" has the meaning assigned in the Trust
Agreement.

       "Maturity" when used with respect to any Security means the
date on which the principal of such Security becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

       "Notice of Default" means a written notice of the kind
specified in Section 5.1(c).

       "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, Chief Executive
Officer, President or a Vice President, and by the Chief Financial
Officer, Treasurer, an Associate Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of such Person, and delivered to the
Trustee.  Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Indenture shall
include:

             (a)  a statement by each officer signing the Officers'
Certificate that such officer has read the covenant or condition and the
definitions relating thereto;

             (b)  a brief statement of the nature and scope of the
examination or investigation undertaken by such officer in rendering the
Officers' Certificate;

                                 - 5 -

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<PAGE>


             (c)  a statement that such officer has made such
examination or investigation as, in such officer's opinion, is necessary
to enable such officer 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, in the opinion of such
officer, such condition or covenant has been complied with;

provided, however, that the Officers' Certificate delivered pursuant to
the provisions of Section 10.4 hereof shall comply with the provisions
of Section 314 of the Trust Indenture Act.

       "Opinion of Counsel" means a written opinion of independent
outside counsel to the Company.

       "Original Issue Date" means the date of issuance specified as
such in each Security.

       "Outstanding" means, when used in reference to any Securities,
as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:

             (a)  Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

             (b)  Securities for whose payment money in the necessary
amount has been theretofore deposited with the Trustee or any Paying
Agent in trust for the Holders of such Securities; and

             (c)  Securities in substitution for or in lieu of other
Securities which have been authenticated and delivered or that have been
paid pursuant to Section 3.6, unless proof satisfactory to the Trustee
is presented that any such Securities are held by Holders in whose hands
such Securities are valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor (other
than, for the avoidance of doubt, the Issuer Trust to which Securities
were initially issued) shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities that the Trustee
knows to be so owned shall be so disregarded.  Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is
not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor (other than, for the
avoidance of doubt, the Issuer Trust).  Upon the written request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the
Company to be owned or held by or for the account of the Company, or any
other obligor on the Securities or any Affiliate of the Company or such
obligor (other than, for the avoidance of doubt, the Issuer Trust), and,
subject to the provisions of Section 6.1, the Trustee shall be entitled
to accept such Officers' Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

       "Paying Agent" means the Trustee or any Person authorized by
the Company to pay the principal of (or premium, if any) or interest on,
or other amounts in respect of any Securities on behalf of the Company.

                                 - 6 -

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       "Person" means any individual, partnership, trust,
unincorporated organization or Entity or government or any agency or
political subdivision thereof.

       "Place of Payment" means, with respect to the Securities, the
place or places where the principal of (and premium, if any) and
interest on the Securities are payable pursuant to Section 3.1.

       "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security.  For the purposes of this
definition, any security authenticated and delivered under Section 3.7
in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

       "Preferred Securities" has the meaning specified in the first
recital of this Indenture.

       "Proceeding" has the meaning specified in Section 13.2.

       "Property Trustee" means, with respect to the Issuer Trust, the
Person identified as the "Property Trustee" in the Trust Agreement,
solely in its capacity as Property Trustee of the Issuer Trust under the
Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed
as therein provided.

       "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to
this Indenture or the terms of such Security.

       "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to
this Indenture.

       "Regular Record Date" for the interest payable on any Interest
Payment Date with respect to the Securities means, unless otherwise
provided pursuant to Section 3.1 with respect to the Securities, the
close of business on March 15, June 15, September 15 or December 15 next
preceding such Interest Payment Date (whether or not a Business Day).

       "Responsible Officer", when used with respect to the Property
Trustee means any officer assigned to the Corporate Trust Office,
including any managing director, director, vice president, assistant
vice president, associate or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration
of this Indenture, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge
of and familiarity with the particular subject.

       "Rights Plan" means any plan of the Company providing for the
issuance by the Company to all holders of its Common Stock, $0.01 par
value per share, of rights entitling the holders thereof to subscribe
for or purchase shares of any class or series of capital stock of the
Company which rights (a) are deemed to be transferred with such shares
of such Common Stock, (b) are not exercisable, and (c) are also issued
in respect of future issuances of such Common Stock, in each case until
the occurrence of a specified event or events.

       "Securities" or "Security" means any debt securities or debt
security, as the case may be, authenticated and delivered under this
Indenture.

                                 - 7 -

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<PAGE>

       "Securities  Act" means, the Securities Act of 1933 and any
successor statute thereto, in each case as amended from time to time.

       "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 3.6.

       "Senior Indebtedness" means, the principal of, and premium and
interest on the following, whether outstanding on the date of execution
of this Indenture or thereafter incurred or created, whether recourse
is to all or a portion of the assets of the Company and whether or not
contingent,

             (a)  every obligation of the Company for money borrowed
(including purchase money obligations with an original term of more
than one year);

             (b)  every obligation of the Company evidenced by bonds,
debentures, notes or corporate debt securities other similar instruments,
including obligations incurred or assumed by the Company in connection
with the acquisition by the Company or any subsidiary of any property,
assets or businesses;

             (c)  every reimbursement obligation of the Company with
respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of the Company;

             (d)  every obligation of the Company issued or assumed
as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary
course of business);

             (e)  indebtedness or obligations of the Company as lessee
under any lease of real or personal property required to be capitalized
under generally accepted accounting principles at the time;

             (f)  every obligation of the Company for claims (as
defined in Section 101(4) of the United States Bankruptcy Code of 1978,
as amended) in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar
arrangements;

             (g)  any indebtedness in respect of debt securities
issued to any trust, or a trustee of such trust, partnership or other
entity affiliated with the Company that is a financing entity of the
Company in connection with the issuance by such financing entity of
securities that are similar to the Preferred Securities;

             (h)  indebtedness or obligations of the Company constituting
a guarantee of indebtedness or of obligations of others of the type
referred to in the preceding clauses (a) through (g);

             (i)  renewals, extensions or refundings of any of the
indebtedness or obligations referred to in the preceding clauses (a)
through (g); and

             (j)  every obligation of the type referred to in clauses
(a) through (i) of another person and all dividends of another person
the payment of which, in either case, the Company has guaranteed or is
responsible or liable, directly or indirectly, as obligor or otherwise.

       Senior Indebtedness shall not include (a) any obligations
which, by their terms, are expressly stated to rank pari passu in right
of payment with, or to not be superior in right of payment to, the
Junior Subordinated Debentures, (b) any Senior Indebtedness of the
Company which when incurred and without respect to any election under
Section 1111(b) of the United States Bankruptcy Code of 1978, as
amended, was without recourse to the Company, (c) any indebtedness of
the Company to any of its subsidiaries, (d) indebtedness, other than
indebtedness with respect to wages or bank deposits, payable to any
executive officer, director or employee of the Company, (e) any
indebtedness in respect of debt securities issued to any trust, or a
trustee of such trust, partnership or other entity affiliated with the
Company that is a financing entity of the Company in connection with the
issuance of such financing entity of securities that are similar to the
Preferred Securities, including the obligations associated with the
Preferred Securities, or (f) any indebtedness which by its terms is
subordinated to trade accounts payable or accrued liabilities arising
in the ordinary course of business to the extent that payments made
to the holders of such indebtedness by the Holders of the Securities
because of the Securities' subordination provisions exceed amounts
to which the obligees of such indebtedness would be entitled under the
subordination provisions to which such debt is entitled.

       "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.8.

                                 - 8 -

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<PAGE>

       "Stated Maturity," when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified pursuant to the terms of such Security as the fixed date on
which the principal of such Security or such installment of principal or
interest is due and payable, as such date may, in the case of such
principal, be shortened or extended as provided pursuant to the terms of
such Security and this Indenture.

       "Subsidiary" means an entity more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.  For purposes of this definition, "voting stock"
means stock that ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.

       "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt
as that evidenced by, such particular Security; and, for the purposes of
this definition, any Security authenticated and delivered under Section
3.7 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

       "Tax Event" means the receipt by the Company and the Issuer
Trust of an Opinion of Counsel, rendered by 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 or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is
announced on or after the date of issuance of the Preferred Securities
of the Issuer Trust, there is more than an insubstantial risk that (a)
the Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to United States federal income tax with
respect to income received or accrued on the Securities issued by the
Company to the Issuer Trust, (b) interest payable by the Company on the
Securities is not, or within 90 days of the delivery of such Opinion of
Counsel will not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes, or (c) the Issuer Trust is,
or will be within 90 days of the delivery of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges. The Company or the Issuer Trust must request and
receive an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Company or the Issuer Trust, as
appropriate, becomes aware of the possible occurrence of any such event.

       "Trust Agreement" means the Amended and Restated Trust
Agreement, dated as of August 2, 1999, as amended, modified or
supplemented from time to time, among the trustees of the Issuer Trust
named therein, the Company, as depositor, and the holders from time to
time of undivided beneficial ownership interests in the assets of the
Issuer Trust.

       "Trustee" means the Person named as the "Trustee" in the
preamble of this Indenture, solely in its capacity as such and not in
its individual capacity, until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean or include each Person who is then a
Trustee hereunder and, if at any time there is more than one such
Person, "Trustee" as used with respect to any Securities shall mean the
Trustee with respect to such Securities.

       "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, or any successor
statute, in each case as amended from time to time, except as provided
in Section 9.5.

       "Trust Securities" has the meaning specified in the first
recital of this Indenture.

                                 - 9 -

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<PAGE>


       "Vice President," when used with respect to the Company, means
any duly appointed vice president, whether or not designated by a number
or a word or words added before or after the title "vice president."

Section 1.2. Compliance Certificate and Opinions.

       Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including covenants compliance with which
constitutes a condition 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 (including covenants compliance with which
constitutes a condition precedent), if any, have been complied with,
except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

       Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:

       (a)   a statement by each individual signing such certificate
or opinion that such individual has read such covenant or condition and
the definitions herein relating thereto;

       (b)   a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions of
such individual contained in such certificate or opinion are based;

       (c)   a statement that, in the opinion of such individual, he
or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not
such covenant or condition has been complied with; and

       (d)   a statement as to whether, in the opinion of such
individual, such condition or covenant has been complied with.

Section 1.3. Forms of Documents Delivered to Trustee.

       (a)   In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

       (b)   Any certificate or opinion of an officer of the Company
may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to matters upon
which his or her certificate or opinion is based are erroneous.  Any
such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the
possession of the Company,

                                 - 10 -

<PAGE>
<PAGE>
unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to
such matters are erroneous.

       (c)   Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates, statements,
opinions, or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.

Section 1.4. Acts of Holders.

       (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when
such instrument or instruments is or are delivered to the Trustee, and,
where it is hereby expressly required, to the Company.  Such instrument
or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 1.4.

       (b)   The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness
of such execution or by the certificate of any notary public or other
officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to
him or her the execution thereof.  Where such execution is by a Person
acting in other than his or her individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his or her
authority.

       (c)   The fact and date of the execution by any Person of any
such instrument or writing, or the authority of the Person executing the
same, may also be provided in any other manner that the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee
may determine.

       (d)   The ownership of Securities shall be proved by the
Securities Register.

       (e)   Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every
Security issued upon the transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.

       (f)   The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to
give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities, provided
that the Company may not set a record date for, and the provisions of
this Section 1.4(f) shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in
Section 1.4(g).  If any record date is set pursuant to this Section
1.4(f), the Holders of Outstanding Securities on such record date, and
no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date, provided,
however that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date (as defined below) by Holders
of the requisite principal amount of Outstanding Securities on such
record date.  Nothing in this Section 1.4(f) shall be construed to
prevent

                                 - 11 -

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<PAGE>
the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this Section 1.4(f)
(whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in
this Section 1.4(f) shall be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken.  Promptly after any record
date is set pursuant to this Section 1.4(f), the Company, at its own
expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities in the manner set forth in
Section 1.6.

       (g)   The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to
join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.2, (iii) any
request to institute proceedings referred to in Section 5.7(b), or (iv)
any direction referred to in Section 5.12, in each case with respect to
Securities.  If any record date is set pursuant to this Section 1.4(g),
the Holders of Outstanding Securities on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such
record date, provided, however that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by
Holders of the requisite principal amount of Outstanding Securities on
such record date.  Nothing in this Section 1.4(g) shall be construed to
prevent the Trustee from setting a new record date for any action for
which a record date has previously been set pursuant to this Section
1.4(g) (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect) and nothing
in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken.  Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities in the manner set forth in
Section 1.6.

       (h)   With respect to any record date set pursuant to this
Section 1.4, the party hereto that sets such record date may designate
any day as the "Expiration Date" and from time to time may change the
Expiration Date to any earlier or later day, provided that no such
change shall be effective unless notice of the proposed new Expiration
Date is given to the other party hereto in writing, and to each Holder
of Securities in the manner set forth in Section 1.6 on or prior to the
existing Expiration Date.  If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party
hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date
as provided in this Section 1.4(h).  Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable
record date.

       (i)   Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of
which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

                                 - 12 -

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<PAGE>

Section 1.5. Notices, Etc. to Trustee and Company.

       Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:

       (a)   the Trustee by any Holder, any holder of Preferred
Securities or the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, or

       (b)   the Company by the Trustee, any Holder or any holder of
Preferred Securities shall be sufficient for every purpose (except as
otherwise provided in Section 5.1) hereunder if in writing and mailed,
first class, postage prepaid, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to
the Trustee by the Company.

Section 1.6. Notice to Holders; Waiver.

       Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first class postage
prepaid, to each Holder affected by such event, at the address of such
Holder as it appears in the Securities Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  If, by reason of the suspension of or
irregularities in regular mail services or for any other reason, it
shall be impossible or impracticable to mail notice of any event to
Holders when said notice is required to be given pursuant to any
provision of this Indenture or of the Securities, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.  In any case where
notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other
Holders.  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

Section 1.7. Conflict with Trust Indenture Act.

       If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required thereunder to be a
part of and govern this Indenture, the provision of the Trust Indenture
Act shall control.  If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

Section 1.8. Effect of Headings and Table of Contents.

       The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

Section 1.9. Successors and Assigns.

       All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                                 - 13 -

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<PAGE>

Section 1.10.     Separability Clause.

       If any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 1.11.     Benefits of Indenture.

       Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and
their successors and assigns, the holders of Senior Indebtedness, the
Holders of the Securities and, to the extent expressly provided in
Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of
Preferred Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 1.12.     Governing Law.

       THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES).

Section 1.13.     Non-Business Days.

       If any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or the
Securities) payment of interest or principal (and premium, if any) or
other amounts in respect of such Security need not be made on such date,
but may be made on the next succeeding Business Day (and no interest
shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, until such next succeeding Business
Day) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day (in each case with the same force and effect as if made on
the Interest Payment Date or Redemption Date or at the Stated Maturity).



                                 - 14 -

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<PAGE>


                         ARTICLE II

                       SECURITY FORMS

Section 2.1. Forms Generally.

       (a)   The Securities and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this
Article II, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by
the officers executing such securities, as evidenced by their execution
of the Securities.  If the form of Securities is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 with respect
to the authentication and delivery of such Securities.

       (b)   The definitive Securities shall be printed, lithographed
or engraved or produced by any combination of these methods, if required
by any securities exchange on which the Securities may be listed, on a
steel engraved border or steel engraved borders or may be produced in
any other manner permitted by the rules of any securities exchange on
which the Securities may be listed, all as determined by the officers
executing such Securities, as evidenced by their execution of such
Securities.

       (c)   Securities distributed to holders of Global Preferred
Securities (as defined in the Trust Agreement) upon the dissolution of
the Issuer Trust shall be distributed in the form of one or more Global
Securities registered in the name of a Depositary or its nominee, and
deposited with the Securities Registrar, as custodian for such
Depositary, or with such Depositary, for credit by the Depositary to the
respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Preferred Securities other than
Global Preferred Securities upon the dissolution of the Issuer Trust
shall not be issued in the form of a Global Security or any other form
intended to facilitate book-entry trading in beneficial interests in
such Securities.

Section 2.2. Form of Face of Security.

                  ALLEGIANT BANCORP, INC.

9.875% Junior Subordinated Debentures due August 2, 2029


No. 1                                                     $15,584,420.00

       Allegiant Bancorp, Inc., a Missouri corporation (hereinafter
called the "Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises
to pay to Allegiant Capital Trust I, or registered assigns, the
principal sum of Fifteen Million Five Hundred Eighty-Four Thousand Four
Hundred and Twenty Dollars ($15,584,420.00) on August 2, 2029, or such other
principal amount represented hereby as may be set forth in the records
of the Securities Registrar hereinafter referred to in accordance with
the Indenture provided that the Company may shorten the Stated Maturity
of the principal of this Security to a date not


                                 - 15 -

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<PAGE>
earlier than August 2, 2004.  The Company further promises to pay
interest on said principal from August 2, 1999, or from the most
recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in
arrears on March 31, June 30, September 30 and December 31 of each year,
commencing September 30, 1999 at the rate of 9.875% per annum, together
with Additional Sums, if any, as provided in Section 10.6 of the
Indenture, until the principal hereof is paid or duly provided for or
made available for payment; provided that any overdue principal, premium
or Additional Sums and any overdue installment of interest shall bear
Additional Interest at the rate of 9.875% per annum (to the extent that
the payment of such interest shall be legally enforceable), compounded
quarterly from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on
demand.  The amount of interest payable for any period less than a full
interest period shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual days elapsed in a partial month in
such period.  The amount of interest payable for any full interest
period shall be computed by dividing the applicable rate per annum by
four.  The initial payment of interest on any Security that is issued
between a Regular Record Date and the related Interest Payment Date
shall be computed on a pro rata basis, based on the number of days
between such Regular Record Date and such Interest Payment Date, and
shall be payable on the next succeeding Interest Payment Date following
such Interest Payment Date.  The interest 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) is registered at the
close of business on the Regular Record Date for such interest
installment, which shall be the 15th day of the month in which such
Interest Payment Date falls.  Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture.

       So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time during the term of this
Security, from time to time to defer the payment of interest on this
Security for up to 20 consecutive quarterly interest payment periods
with respect to each deferral period (each an "Extension Period"),
during which Extension Periods the Company shall have the right to make
partial payments of interest on any Interest Payment Date, and at the
end of which the Company shall pay all interest then accrued and unpaid
including Additional Interest, as provided below; provided however, that
no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security, as then in effect, and no such Extension
Period may end on a date other than an Interest Payment Date; and
provided further, however, that during any such Extension Period, the
Company shall 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 interest or premium, if any, on or repay, repurchase or
redeem any debt securities of the Company that rank pari passu with or
junior in interest to this Security, including the Company's obligation
associated with the Preferred Securities, or (c) redeem, purchase or
acquire less than all of the Securities or any of the Preferred
Securities (other than (i) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection
with any employment contract, benefit plan or other similar arrangement
with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
shareholder stock purchase plan or 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 at least 30 days prior to the applicable
Extension Period, (ii) as a result of a reclassification,
an 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, (iii) the purchase
of fractional interests in shares of the Company's capital stock
pursuant to the

                                 - 16 -

<PAGE>
<PAGE>
conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (iv) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of
rights pursuant thereto, or (v) 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
such Extension Period, the Company may further defer the payment of
interest, provided that no Extension Period shall exceed 20 consecutive
quarterly interest payment periods, extend beyond the Stated Maturity of
the principal of this Security or end on a date other than an Interest
Payment Date.  Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional
Interest then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period, subject to the above conditions.  No
interest shall be due and payable during an Extension Period, except at
the end thereof, but each installment of interest that would otherwise
have been due and payable during such Extension Period shall bear
Additional Interest (to the extent that the payment of such interest
shall be legally enforceable) at the rate of 9.875% per annum,
compounded quarterly and calculated as set forth in the first paragraph
of this Security, from the date on which such amounts would otherwise
have been due and payable until paid or made available for payment.  The
Company shall give the Holder of this Security and the Trustee notice of
its election to begin any Extension Period at least one Business Day
prior to the next succeeding Interest Payment Date on which interest on
this Security would be payable but for such deferral or so long as such
securities are held by Allegiant Capital Trust I, or at least one
Business Day prior to the earlier of (a) the next succeeding date on
which Distributions on the Preferred Securities of the Issuer Trust
would be payable but for such deferral, and (b) the date on which the
Property Trustee of the Issuer Trust is required to give notice to
holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business
Day prior to such record date.

       Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company
maintained for that purpose in the United States, in such coin or
currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided however,
that at the option of the Company payment of interest may be made (a) by
check mailed to the address of the Person entitled thereto as such
address shall appear in the Securities Register, or (b) if to a Holder
of $1,000,000 or more in aggregate principal amount of this Security, by
wire transfer in immediately available funds upon written request to the
Trustee not later than 15 calendar days prior to the date on which the
interest is payable.

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

       Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

                                 - 17 -

<PAGE>
<PAGE>

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

       IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                   ALLEGIANT BANCORP, INC.



                                   By:_____________________________________
                                      Shaun R. Hayes
                                      President and Chief Executive Officer


Attest:



_________________________________
Secretary or Assistant Secretary

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


Dated: _________________________   BANKERS TRUST COMPANY, as Trustee




                                   By:_____________________________________
                                      Name:
                                      Title:

Section 2.3. Form of Reverse of Security.

       This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued
under the Junior Subordinated Indenture, dated as of August 2, 1999
(herein called the "Indenture"), between the Company and Bankers Trust
Company, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

       All terms used in this Security that are defined in the
Indenture or, if not defined in the Indenture, in the Amended and
Restated Trust Agreement dated as of August 2, 1999 (as modified,
amended or supplemented from time to time the "Trust Agreement"),
relating to Allegiant Capital Trust I (the "Issuer Trust") among the
Company, as Depositor, the Trustees named  therein and the holders from
time to time

                                 - 18 -

<PAGE>
<PAGE>
of the Trust Securities issued pursuant thereto shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case
may be.

       The Company has the right to redeem this Security (a) on or
after August 2, 2004, in whole at any time or in part from time to
time, or (b) in whole (but not in part), at any time within 90 days
following the occurrence and during the continuation of a Tax Event,
Investment Company Event, or Capital Treatment Event, in each case at
the Redemption Price described below, and subject to prior regulatory
approval, if required.  The Redemption Price shall equal 100% of the
principal amount hereof being redeemed, together with accrued interest
to but excluding the date fixed for redemption.

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

       [If applicable, insert - The Indenture contains provisions for
defeasance at any time [of the entire indebtedness of this Security]
[or] [certain restrictive covenants and Events of Default with respect
to this Security] [, in each case] upon compliance by the Company with
certain conditions set forth in the Indenture.]

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

       [If the Security is not a Discount Security, insert - As
provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities may declare the principal amount of all the
Securities to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), provided that, if
upon an Event of Default, the Trustee or such Holders fail to declare
the principal of all the Outstanding Securities to be immediately due
and payable, the holders of at least 25% in aggregate Liquidation Amount
of the Preferred Securities then outstanding shall have the right to
make such declaration by a notice in writing to the Company and the
Trustee; and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest) on all the
Securities shall become immediately due and payable, provided that the
payment of principal and interest (including any Additional Interest) on
such Securities shall remain subordinated to the extent provided in
Article XIII of the Indenture.]

       [If the Security is a Discount Security, insert - As provided
in and subject to the provisions of the Indenture, if an Event of
Default with respect to the Securities at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities may declare an amount of principal of the
Securities to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), provided that, if
upon an Event of Default, the Trustee or such Holders fail to declare
such

                                 - 19 -

<PAGE>
<PAGE>
principal amount of the Outstanding Securities to be immediately due and
payable, the Holders of at least 25% in aggregate Liquidation Amount of
the Preferred Securities then outstanding shall have the right to make
such declaration by a notice in writing to the Company and the Trustee.
The principal amount payable upon such acceleration shall be equal to
[insert formula for determining the amount].  Upon any such declaration,
such amount of the principal of and the accrued interest (including any
Additional Interest) on all the Securities shall become immediately due
and payable, provided that the payment of such principal and interest
(including any Additional Interest) on all the Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.
Upon payment (a) of the amount of principal so declared due and payable
and (b) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company's obligations in respect of the
payment of the principal of and premium and interest, if any, on this
Security shall terminate.]

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

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

       As provided in the Indenture, and subject to certain limitations
therein set forth, Securities are exchangeable for a like aggregate
principal amount of Securities and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the
same.

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

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

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

       THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

       THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE
COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

                                 - 20 -


<PAGE>
<PAGE>

Section 2.4. Additional Provisions Required in Global Security.

       Unless otherwise specified as contemplated by Section 3.1, any
Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3, bear a legend in substantially the
following form:

       THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE 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 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.

Section 2.5. Form of Trustee's Certificate of Authentication.

       The Trustee's certificates of authentication shall be in
substantially the following form:

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

Dated: ________________________  BANKERS TRUST COMPANY, as Trustee


                                 By:__________________________________
                                    Authorized Signatory

                        ARTICLE III

                       THE SECURITIES

Section 3.1. Title and Terms.

       (a)   The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is $17,922,080.

       (b)   Subject to Section 3.16, the Securities' Stated Maturity
shall be August 2, 2029.

       (c)   The Securities, established pursuant to a Board
Resolution, shall bear interest at a per annum rate equal to 9.875% from
August 2, 1999 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
quarterly (subject to deferral as set forth in Section 3.12), in
arrears, on March 31, June 30, September 30 and December 31 of each
year, commencing September 30, 1999, until the principal thereof is paid
or made available for payment.  Interest will compound quarterly and
will accrue at a per annum rate equal to 9.875% to the extent permitted
by applicable law, on any interest installment in arrears for more than
one quarterly period or during an extension of an interest payment
period as set forth below in Section 3.12.


                                 - 21 -

<PAGE>
<PAGE>

       (d)   The principal of (and premium, if any) and interest on
the Securities shall be payable at the office or agency of the Paying
Agent in the United States maintained for such purpose and at any other
office or agency maintained by the Company for such purpose in such coin
or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made (i) by
check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) if to a Holder of
$1,000,000 or more in aggregate principal amount of this Security, by
wire transfer in immediately available funds upon written request to the
Trustee not later than 15 calendar days prior to the date on which the
interest is payable, at such place and to such account as may be
designated by the Person entitled thereto as specified in the Security
Register.

       (e)   Securities may be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary
for such Global Securities shall be The Depository Trust Company.

       (f)   The securities shall be subordinated in right of payment
to Senior Indebtedness as provided in Article XIII.

Section 3.2. Denominations.

       The Securities shall be in registered form without coupons and
shall be issuable in denominations of $10 and any integral multiple
thereof.

Section 3.3. Execution, Authentication, Delivery and Dating.

       (a)   The Securities shall be executed on behalf of the Company
by its Chairman of the Board, its Chief Executive Officer, President or
one of its Vice Presidents, and attested by its Secretary or one of its
Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.

       (b)   Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of
such Securities.  At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities
executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities.  If the form or terms of the Securities
have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon,
an Opinion of Counsel stating:

             (i)  if the form of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 2.1, that
such form has been established in conformity with the provisions of this
Indenture;

             (ii) if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section
3.1, that such terms have been established in conformity with the
provisions of this Indenture; and


                                 - 22 -

<PAGE>
<PAGE>


             (iii)     that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

       (c)   If such form or terms have been so established, the
Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.

       (d)   Notwithstanding the provisions of Section 3.1 and Section
3.3(b), if all Securities are not to be originally issued at one time,
it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of
Counsel otherwise required pursuant to Section 3.3(b) at or prior to the
authentication of each Security if such documents are delivered at or
prior to the authentication upon original issuance of the first Security
to be issued.

       (e)   Each Security shall be dated the date of its
authentication.

       (f)   No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by the manual or
facsimile signature of one of its authorized officers, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such security has been duly authenticated and delivered
hereunder.  Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 3.10, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of
this Indenture.

Section 3.4. Temporary Securities.

       (a)   Pending the preparation of definitive Securities, the
Company may execute, and upon receipt of a Company Order the Trustee
shall authenticate and deliver, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Securities in
lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing
such Securities may determine, as evidenced by their execution of such
Securities.

       (b)   If temporary Securities are issued, the Company will
cause definitive Securities to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the
temporary Securities at the office or agency of the Company designated
for that purpose without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities, the Company shall
execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive securities, of any authorized
denominations having the same Original Issue Date and Stated Maturity
and having the same terms as such temporary Securities.  Until so
exchanged, the temporary Securities shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities.


                                 - 23 -

<PAGE>
<PAGE>

Section 3.5. Global Securities.

       (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 thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security 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 Securities
registered, 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
advises the Trustee 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 the Company is unable to locate a
qualified successor within 90 days of receipt of such notice from the
Depositary, (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, or (iii) there shall have occurred
and be continuing an Event of Default.

       (c)   If any Global Security is to be exchanged for other
Securities or cancelled in whole, it shall be surrendered by or on
behalf of the Depositary or its nominee to the Securities Registrar for
exchange or cancellation as provided in this Article III.  If any Global
Security is to be exchanged for other Securities or canceled in part, or
if another 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 III or (ii) the principal amount thereof shall
be reduced, or increased by an amount equal to the portion thereof to be
so exchanged or canceled, or equal to the principal amount of such other
Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records
of the Securities Registrar, whereupon the Trustee, in accordance with
the Applicable 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 Trustee
shall, subject to Section 3.6(b) and as otherwise provided in this
Article III, authenticate and deliver any Securities issuable in
exchange for such Global Security (or any portion thereof) in accordance
with the instructions of the Depositary.  The Trustee shall not be
liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be fully protected in relying on, such
instructions.

       (d)   Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Article III,
Section 9.6 or 11.6 or otherwise, shall be authenticated and delivered
in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof.

       (e)   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 Securities, and owners of
beneficial interests in a Global Security shall hold such interests
pursuant to the Applicable 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 effected only through, records
maintained by the Depositary or its nominee or agent.  Neither the
Trustee nor the Securities Registrar shall have any liability in respect
of any transfers effected by the Depositary.

       (f)   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 Agent Members.


                                 - 24 -

<PAGE>
<PAGE>

Section 3.6. Registration, Transfer and Exchange Generally; Certain
Transfers and Exchanges; Securities Act Legends.

       (a)   The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the
registration of Securities and transfers of Securities.  Such register
is herein sometimes referred to as the "Securities Register." The
Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

       Upon surrender for registration of transfer of any Security at
the offices or agencies of the Company designated for that purpose, the
Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Securities of any authorized denominations of like tenor and aggregate
principal amount.

       At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations, of like tenor and
aggregate principal amount and bearing such legends as may be required
by this Indenture, upon surrender of the Securities to be exchanged
at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.

       All Securities issued upon any transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as
the Securities surrendered upon such transfer or exchange.

       Every Security presented or surrendered for transfer or
exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar, duly executed
by the Holder thereof or such Holder's attorney duly authorized in
writing.

       No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Securities.

       Neither the Company nor the Trustee shall be required, pursuant
to the provisions of this Section, (i) to issue, exchange or register
the transfer of any Security during a period beginning at the opening of
business 15 days before the day of selection for redemption of
Securities pursuant to Article XI and ending at the close of business on
the day of mailing of the notice of redemption, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole
or in part, except, in the case of any such Security to be redeemed in
part, any portion thereof not to be redeemed.

       (b)   Certain Transfers and Exchanges.  Notwithstanding any
other provision of this Indenture, transfers and exchanges of Securities
and beneficial interests in a Global Security shall be made only in
accordance with this Section 3.6(b).

             (i)  Non-Global Security to Non-Global Security.  A
Security that is not a Global Security may be transferred, in whole or
in part, to a Person who takes delivery in the form of another Security
that is not a Global Security as provided in Section 3.6(a).



                                 - 25 -

<PAGE>
<PAGE>

             (ii) Exchanges Between Global Security and Non-Global
Security.  A beneficial interest in a Global Security may be exchanged
for a Security that is not a Global Security as provided in Section 3.5.

Section 3.7. Mutilated, Lost and Stolen Securities.

       (a)   If any mutilated Security, including any temporary
Security, is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each
of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security, of like
tenor and aggregate principal amount, bearing the same legends, and
bearing a number not contemporaneously outstanding.

       (b)   If there shall be delivered to the Company and to the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security, and (ii) such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser or a protected purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security, of like tenor and aggregate principal amount and bearing the
same legends as such destroyed, lost or stolen Security, and bearing a
number not contemporaneously outstanding.

       (c)   If any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

       (d)   Upon the issuance of any new Security under this Section
3.7, 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 (including the fees and expenses of the
Trustee) connected therewith.

       (e)   Every new Security issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities
duly issued hereunder.

       (f)   The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities.

Section 3.8. Payment of Interest and Additional Interest; Interest
Rights Preserved.

       (a)   Interest and Additional Interest on any Security that is
payable, and is punctually paid or duly provided for, on any Interest
Payment Date, shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest in respect of
Securities, except that, unless otherwise provided in the Securities,
interest payable on the Stated Maturity of the principal of a Security
shall be paid to the Person to whom principal is paid.  The initial
payment of interest on any Security that is issued between a Regular
Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section
3.1 with respect to such Securities.


                                 - 26 -

<PAGE>
<PAGE>

       (b)   Any interest on any Security that is due and payable, but
is not timely paid or duly provided for, on any Interest Payment Date
for Securities (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as
provided in clause (i) or (ii) below:

             (i)  The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities in
respect of which interest is in default (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 Security
and the date of the proposed payment, and which shall be fixed at the
same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.
Thereupon, the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest, which shall be not more than 15 days and not
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 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 Holder of a Security at the address of such Holder as
it appears in the Securities Register not less than 10 days prior to
such Special Record Date.  The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be
published at least once in a newspaper, customarily published in the
English language on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, but such publication shall
not be a condition precedent to the establishment of 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 the
Securities (or their respective Predecessor Securities) are registered
on such Special Record Date and shall no longer be payable pursuant to
the following clause (ii).

             (ii) The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities in
respect of which interest is in default may be listed and, upon such
notice as may be required by such exchange (or by the Trustee if the
Securities are not listed), if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause (ii), such
payment shall be deemed practicable by the Trustee.

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

Section 3.9. Persons Deemed Owners.

       (a)   The Company, the Trustee and any agent of the Company or
the Trustee shall treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving
payment of principal of and (subject to Section 3.8) any interest on
such Security and for all


                                 - 27 -

<PAGE>
<PAGE>
other purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.

       (b)   No holder of any beneficial interest in any Global
Security held on its behalf by a Depositary shall have any rights under
this Indenture with respect to such Global Security, and such Depositary
may be treated by the Company, the Trustee and any agent of the Company
or the Trustee as the owner of such Global Security for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and such
holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee)
as Holder of any Security.

Section 3.10.     Cancellation.

       All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities, and Securities
surrendered directly to the Trustee for any such purpose, shall be
promptly canceled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled
by the Trustee.  No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section 3.10,
except as expressly permitted by this Indenture.  All canceled
Securities shall be destroyed by the Trustee and the Trustee shall
deliver to the Company a certificate of such destruction.

Section 3.11.     Computation of Interest.

       Interest on the Securities for any period shall be computed on
the basis of a 360-day year of twelve 30-day months and the actual
number of days elapsed in any partial month in such period, and interest
on the Securities for a full period shall be computed by dividing the
rate per annum by four.

Section 3.12.     Deferrals of Interest Payment Dates.

       (a)   So long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during the
term of the Securities, from time to time to defer the payment of
interest on such Securities for such period or periods (each an
"Extension Period") not to exceed the number of consecutive interest
periods that equal 20 consecutive quarterly periods with respect to each
Extension Period, during which Extension Periods the Company shall have
the right to make partial payments of interest on any Interest Payment
Date.  No Extension Period shall end on a date other than an Interest
Payment Date.  At the end of any such Extension Period, the Company
shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest thereon, if any, at the rate
specified for the Securities to the extent permitted by applicable law);
provided, however, that no Extension Period shall extend beyond the
Stated Maturity of the principal of the Securities; and provided
further, however, that, during any such Extension Period, the Company
shall not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock, (ii) make any payment of principal
of or interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Company that rank pari passu with or junior in
interest to the Securities, including the Company's obligations
associated with the Preferred Securities or (iii) redeem, purchase or
acquire less than all of the Securities or any of the Preferred
Securities (other than (A) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection
with any employment contract, benefit plan or other similar arrangement
with or for the


                                 - 28 -

<PAGE>
<PAGE>
benefit of any one or more employees, officers, directors or
consultants, in connection with a dividend reinvestment or shareholder
stock purchase plan or 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 at least 30 days prior to the applicable
Extenstion Period, (B) as a result of a reclassification, an 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, (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 Rights Plan, or the issuance of rights, stock or
other property under any 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
such Extension Period, the Company may further defer the payment of
interest, provided that no Event of Default has occurred and is
continuing and provided further, that no Extension Period shall exceed
twenty (20) consecutive quarterly periods, extend beyond the Stated
Maturity of the principal of such Securities or end on a date other than
an Interest Payment Date.  Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company
may elect to begin a new Extension Period, subject to the above
conditions.  No interest or Additional Interest shall be due and payable
during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest.  The
Company shall give the Holders of the Securities and the Trustee notice
of its election to begin any such Extension Period at least one Business
Day prior to the next succeeding Interest Payment Date on which interest
on Securities would be payable but for such deferral or, with respect to
any Securities issued to the Issuer Trust, so long as any such
Securities are held by the Issuer Trust, at least one Business Day prior
to the earlier of (x) the next succeeding date on which Distributions
(as defined in the Trust Agreement) on the Preferred Securities of the
Issuer Trust would be payable but for such deferral, and (y) the date on
which the Property Trustee of the Issuer Trust is required to give
notice to holders of such Preferred Securities of the record date or the
date such Distributions are payable, but in any event not less than one
Business Day prior to such record date.

       (b)   The Trustee shall promptly give notice of the Company's
election to begin any such Extension Period to the Holders of the
Outstanding Securities.

Section 3.13.     Right of Set-Off.

       With respect to the Securities initially issued to the Issuer
Trust, notwithstanding anything to the contrary herein, the Company
shall have the right to set off any payment it is otherwise required to
make in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making,
a payment under the Guarantee or to a holder of Preferred Securities
pursuant to an action undertaken under Section 5.8 of this Indenture.

Section 3.14.     Agreed Tax Treatment.

       Each Security issued hereunder shall provide that the Company
and, by its acceptance of a Security or a beneficial interest therein,
the Holder of, and any Person that acquires a beneficial interest in,
such Security agree that for United States federal, state and local tax
purposes it is intended that such Security constitutes indebtedness.



                                 - 29 -

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<PAGE>

Section 3.15.     CUSIP Numbers.

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

Section 3.16.     Shortening of Stated Maturity.

       The Company shall have the right to shorten the Stated Maturity
of the principal of the Securities at any time to any date not earlier
than August 2, 2004, provided that the Company shall give notice to
the Holders, the Trustee and, in the case of Securities issued to an
Issuer Trust, the Issuer Trust of such shortening no less than 90 days
prior to the effectiveness thereof and provided that the Company shall
have received prior regulatory approval, if required.


Section 3.17.     Listing of the Junior Subordinated Debentures.

       In the event that the Junior Subordinated Debentures are distributed
to the holders of the Preferred Securities for any reason, the Depositor
and the Issuer Trust will use their respective best efforts to cause the
Junior Subordinated Debentures to be listed, subject to notice of
issuance, at the time of such distribution, upon the American Stock
Exchange, such other securities exchange or exchanges and/or the Nasdaq
National Market upon which the Preferred Securities are then listed.
The Depositor will thereafter comply with all registration, filing and
reporting requirements of the American Stock Exchange or such other exchange
or Nasdaq National Market upon which the Junior Subordinated Debentures are
listed.

                         ARTICLE IV

                 SATISFACTION AND DISCHARGE

Section 4.1. Satisfaction and Discharge of Indenture.

       This Indenture shall, upon Company Request, cease to be of
further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for and as
otherwise provided in this Section 4.1) and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:

       (a)   either

             (i)  all Securities theretofore authenticated and
delivered (other than (A) Securities that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 3.7
and (B) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

             (ii) all such Securities not theretofore delivered to
the Trustee for cancellation

                  (A)  have become due and payable,

                  (B)  will become due and payable at their Stated
Maturity within one year of the date of deposit, or

                  (C)  are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of
the Company, and the Company, in the case of subclause (ii)(A), (B) or
(C) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose an amount in the currency or
currencies in which the Securities are payable sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for the principal (and
premium, if any) and interest (including any Additional Interest) to the
date of such deposit (in the


                                 - 30 -

<PAGE>
<PAGE>
case of Securities that have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

       (b)   the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

       (c)   the Company has delivered to the Trustee 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.

       Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section
6.7, the obligations of the Company to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section, the
obligations of the Trustee under Section 4.2 and the last paragraph of
Section 10.3 shall survive.

Section 4.2. Application of Trust Money.

       Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section 4.1 shall
be held in trust and applied by the Trustee, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest
and Additional Interest for the payment of which such money or
obligations have been deposited with or received by the Trustee.

                         ARTICLE V

                          REMEDIES

Section 5.1. Events of Default.

       "Event of Default", wherever used herein with respect to the
Securities, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

       (a)   default in the payment of any interest upon any Security,
including any Additional Interest in respect thereof, when it becomes
due and payable and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an Extension
Period);

       (b)   default in the payment of the principal of (or premium,
if any, on) any Security when due, whether at its Stated Maturity, upon
redemption or otherwise;

       (c)   failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the
Company in the Securities or in this Indenture for a period of 90 days
after the date on which written notice of such failure (a "Notice of
Default"), requiring the Company to remedy the same, shall have been
given to the Company by the Trustee by registered or certified mail or
to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities; or


                                 - 31 -

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<PAGE>


       (d)   the occurrence of the appointment of a receiver or other
similar official in any liquidation, insolvency or similar proceeding
with respect to the Company or all or substantially all of its property;
or a court or other governmental agency shall enter a decree or order
appointing a receiver or similar official and such decree or order shall
remain unstayed and undischarged for a period of 60 days.

Section 5.2. Acceleration of Maturity; Rescission and Annulment.

       (a)   If an Event of Default (other than an Event of Default
specified in Section 5.1(d)) with respect to Securities at the time
Outstanding occurs and is continuing, then, and in every such case, the
Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities may declare the principal amount
(or, if the Securities are Discount Securities, such portion of the
principal amount as may be specified in the terms) of all the Securities
to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders); provided, however that, if,
upon an Event of Default, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities fail to declare
the principal of all the Outstanding Securities to be immediately due
and payable, the holders of at least 25% in aggregate Liquidation Amount
of the Preferred Securities issued by the Issuer Trust then outstanding
shall have the right to make such declaration by a notice in writing to
the Company and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued
interest (including any Additional Interest) on all the Securities shall
become immediately due and payable.  If an Event of Default specified in
Section 5.1(d) with respect to Securities at the time Outstanding
occurs, the principal amount of all the Securities (or, if the
Securities are Discount Securities, such portion of the principal amount
of such Securities as may be specified by the terms) shall
automatically, and without any declaration or other action on the part
of the Trustee or any Holder, become immediately due and payable.
Payment of principal and interest (including any Additional Interest) on
such Securities shall remain subordinated to the extent provided in
Article XIII notwithstanding that such amount shall become immediately
due and payable as herein provided.

       (b)   At any time after such a declaration of acceleration with
respect to the Securities has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as
hereinafter in this Article V provided, the Holders of a majority in
aggregate principal amount of the Outstanding Securities, by written
notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

             (i)  the Company has paid or deposited with the Trustee
a sum sufficient to pay:

                  (A)  all overdue installments of interest on all
Securities;

                  (B)  any accrued Additional Interest on all
Securities;

                  (C)  the principal of (and premium, if any, on)
any Securities that have become due otherwise than by such declaration
of acceleration and interest and Additional Interest thereon at the rate
borne by the Securities; and

                  (D)  all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel; and

             (ii) all Events of Default with respect to Securities,
other than the non-payment of the principal of Securities that has
become due solely by such acceleration, have been cured or waived as
provided in Section 5.13.


                                 - 32 -

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<PAGE>

       (c)   If the Holders of Securities fail to annul such
declaration and waive such default, the holders of a majority in
aggregate Liquidation Amount of Preferred Securities issued by the
Issuer Trust then outstanding shall also have the right to rescind and
annul such declaration and its consequences by written notice to the
Company and the Trustee, subject to the satisfaction of the conditions
set forth in clauses (a) and (b) above of this Section 5.2.

       (d)   No such rescission shall affect any subsequent default or
impair any right consequent thereon.

Section 5.3  Collection of Indebtedness and Suits for Enforcement by
Trustee.

       (a)   The Company covenants that if:

             (i)  default is made in the payment of any installment
of interest (including any Additional Interest) on any Security when
such interest becomes due and payable and such default continues for a
period of 30 days, or

             (ii) default is made in the payment of the principal of
(and premium, if any, on) any Security at the Stated Maturity thereof,

then the Company will, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of the Securities, the whole amount then
due and payable on the Securities for principal (and premium, if any)
and interest (including any Additional Interest), and, in addition
thereto, all amounts owing the Trustee under Section 6.7.

       (b)   If the Company fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any other
obligor upon such Securities and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Securities, wherever situated.

       (c)   If an Event of Default with respect to Securities occurs
and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities by
such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any
other proper remedy.

Section 5.4. Trustee May File Proofs of Claim.

       In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial or administrative proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or
of such other obligor or their creditors,

       (a)   the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal
(and premium, if any) or


                                 - 33 -

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<PAGE>
interest (including any Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

             (i)  to file and prove a claim for the whole amount of
principal (and premium, if any) and interest (including any Additional
Interest) owing and unpaid in respect to the Securities and to file such
other papers or documents as may be necessary or advisable and to take
any and all actions as are authorized under the Trust Indenture Act in
order to have the claims of the Holders and any predecessor to the
Trustee under Section 6.7 allowed in any such judicial or administrative
proceedings; and

             (ii) in particular, the Trustee shall be authorized to
collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same in accordance with Section
5.6; and

       (b)   any custodian, receiver, assignee, trustee, liquidator,
sequestrator, conservator (or other similar official) in any such
judicial or administrative proceeding is hereby authorized by each
Holder to make such payments to the Trustee for distribution in
accordance with Section 5.6, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it and any predecessor Trustee under
Section 6.7.

       Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other
similar committee.

Section 5.5. Trustee May Enforce Claim Without Possession of
Securities.

       All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, subject to Article XIII and after
provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for
the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

Section 5.6. Application of Money Collected.

       Any money or property collected or to be applied by the Trustee
with respect to the Securities pursuant to this Article V shall be
applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money or property on
account of principal (and premium, if any) or interest (including any
Additional Interest), upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

       FIRST:  To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

       SECOND:  Subject to Article XIII, to the payment of the amounts
then due and unpaid upon Securities for principal (and premium, if any)
and interest (including any Additional Interest) in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or


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<PAGE>
priority of any kind, according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest (including
any Additional Interest), respectively; and

       THIRD:  The balance, if any, to the Person or Persons entitled
thereto.

Section 5.7. Limitation on Suits.

       Subject to Section 5.8, no Holder of any Securities shall have
any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture or for the appointment of a receiver,
assignee, trustee, liquidator, sequestrator (or other similar official)
or for any other remedy hereunder, unless:

       (a)   such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities,
as herein before provided;

       (b)   the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;

       (c)   such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

       (d)   the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

       (e)   no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities; it
being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing
itself of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Securities, or to obtain or
to seek to obtain priority or preference over any other of such Holders
or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such
Holders.

Section 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of Preferred Securities.

       Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if
any) and (subject to Sections 3.8 and 3.12) interest (including any
Additional Interest) on such Security on the Stated Maturity (or in the
case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.  Any registered holder of
the Preferred Securities issued by the Issuer Trust shall have the
right, upon the occurrence of an Event of Default described in Section
5.1(a) or 5.1(b), to institute a suit directly against the Company for
enforcement of payment to such holder of principal of (and premium, if
any) and (subject to Sections 3.8 and 3.12) interest (including any
Additional Interest) on the Securities having a principal amount equal
to the aggregate Liquidation Amount of such Preferred Securities held by
such holder.


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Section 5.9. Restoration of Rights and Remedies.

       If the Trustee, any Holder or any holder of Preferred
Securities issued by the Issuer Trust 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, such Holder or such holder of Preferred
Securities, then, and in every such case, the Company, the Trustee, such
Holders and such holder of Preferred 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, such Holder and such holder of Preferred
Securities shall continue as though no such proceeding had been
instituted.

Section 5.10.     Rights and Remedies Cumulative.

       Except as otherwise provided in the last paragraph of Section
3.7, no right or remedy herein conferred upon or reserved to the Trustee
or the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.

Section 5.11.     Delay or Omission Not Waiver.

       (a)   No delay or omission of the Trustee, any Holder of any
Security with respect to the Securities or any holder of any Preferred
Security to exercise any right or remedy accruing upon any Event of
Default with respect to the Securities shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

       (b)   Every right and remedy given by this Article V or by law
to the Trustee or to the Holders and the right and remedy given to the
holders of Preferred Securities by Sections 5.2 and 5.8 may be exercised
from time to time, and as often as may be deemed expedient, by the
Trustee, the Holders or the holders of Preferred Securities, as the case
may be.

Section 5.12.     Control by Holders.

       The Holders of a majority in aggregate principal amount of the
Outstanding Securities 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 the Securities, provided that:

       (a)   such direction shall not be in conflict with any rule of
law or with this Indenture;

       (b)   the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction; and

       (c)   subject to the provisions of Section 6.1, the Trustee
shall have the right to decline to follow such direction if a
Responsible Officer or Officers of the Trustee shall, in good faith,
determine that the proceeding so directed would be unjustly prejudicial
to the Holders not joining in any such direction or would involve the
Trustee in personal liability.


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Section 5.13.     Waiver of Past Defaults.

       (a)   The Holders of a majority in aggregate principal amount
of the Outstanding Securities affected thereby and, the holders of a
majority in aggregate Liquidation Amount of the Preferred Securities
issued by the Issuer Trust may waive any past default hereunder and its
consequences except a default:

             (i)  in the payment of the principal of (or premium, if
any) or interest (including any Additional Interest) on any Security
(unless such default has been cured and the Company has paid to or
deposited with the Trustee a sum sufficient to pay all matured
installments of interest (including Additional Interest) and all
principal of (and premium, if any on) all Securities due otherwise than
by acceleration); or

             (ii) in respect of a covenant or provision hereof that
under Article IX cannot be modified or amended without the consent of
each Holder of any Outstanding Security affected thereby.

       (b)   Any such waiver shall be deemed to be on behalf of the
Holders of all the Securities, or in the case of waiver by holders of
Preferred Securities issued by the Issuer Trust, by all holders of
Preferred Securities issued by the Issuer Trust.

       (c)   Upon any such waiver, such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

Section 5.14.     Undertaking for Costs.

       All parties to this Indenture agree, and each Holder of any
Security by his 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, 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 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in aggregate principal amount of
the Outstanding Securities, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of (or premium, if any)
or interest (including any Additional Interest) on any Security on or
after the Stated Maturity.

Section 5.15.     Waiver of Usury, Stay or Extension Laws.

       The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



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                         ARTICLE VI

                        THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities.

       (a)   Except during the continuance of an Event of Default,

             (i)  the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and

             (ii) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture, but in the case of any such certificates or opinions
that by any provisions hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture.

       (b)   In case an Event of Default has occurred and is
continuing, 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 his or her own affairs.

       (c)   No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct except that:

             (i)  this subsection shall not be construed to limit the
effect of subsection (a) of this Section 6.1;

             (ii) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent
facts; and

             (iii)     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 Holders pursuant to Section 5.12 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 with respect to the Securities.

       (d)   No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.

       (e)   Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to
the provisions of this Section.

Section 6.2. Notice of Defaults.

       Within 90 days after actual knowledge by a Responsible Officer
of the Trustee of the occurrence of any default hereunder with respect
to the Securities, the Trustee shall transmit by mail to all Holders


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<PAGE>
of Securities, as their names and addresses appear in the Securities
Register, notice of such default, unless such default shall have been
cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security, the
Trustee shall be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of
the Holders of Securities; and provided further, that, in the case of
any default of the character specified in Section 5.1(c), no such notice
to Holders of Securities shall be given until at least 30 days after the
occurrence thereof.  For the purpose of this Section 6.2, the term
"default" means any event that is, or after notice or lapse of time or
both would become, an Event of Default with respect to the Securities.

Section 6.3. Certain Rights of Trustee.

       Subject to the provisions of Section 6.1:

       (a)   the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, Security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or
parties;

       (b)   any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

       (c)   whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers' Certificate;

       (d)   the Trustee may consult with counsel of its choice and
the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon;

       (e)   the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction; provided,
however, that nothing herein shall relieve the Trustee of its
obligations upon the occurrence of an Event of Default that has not been
cured or waived to exercise with respect to the Securities such of the
rights and powers vested in the Trustee by this Indenture, and to use
the same degree of care and skill in exercising such rights and powers
as a reasonably prudent person would use under the circumstances in the
conduct of his 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, direction,
consent, order, bond, indenture, Security or other paper or document,
but the Trustee in its discretion may make such inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by
agent or attorney; and


                                 - 39 -

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<PAGE>

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

Section 6.4. Not Responsible for Recitals or Issuance of Securities.

       The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

Section 6.5. May Hold Securities.

       The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.8 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Securities Registrar or
such other agent.

Section 6.6. Money Held in Trust.

       Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.  The
Trustee shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed with the Company.

Section 6.7. Compensation and Reimbursement.

       (a)   The Company agrees to pay to the Trustee from time to
time reasonable compensation for all services rendered by it hereunder
in such amounts as the Company and the Trustee shall agree from time to
time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust).

       (b)   The Company agrees to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense
disbursement or advance as may be attributable to its negligence, bad
faith or willful misconduct.

       (c)   Since the Issuer Trust is being formed solely to
facilitate an investment in the Preferred Securities, the Company, as
Holder of the Common Securities, hereby covenants to pay all debts and
obligations (other than with respect to the Preferred Securities and the
Common Securities) and all reasonable costs and expenses of the Issuer
Trust (including, without limitation, all costs and expenses relating to
the organization of the Issuer Trust, the fees and expenses of the
trustees and all reasonable costs and expenses relating to the operation
of the Issuer Trust) and to pay any and all taxes, duties, assessments
or governmental charges of whatever nature (other than withholding
taxes) imposed on the Issuer Trust by the United States, or any taxing
authority, so that the net amounts received and retained by the Issuer
Trust and the Property Trustee after paying such expenses will be equal
to the amounts the


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<PAGE>
Issuer Trust and the Property Trustee would have received had no such
costs or expenses been incurred by or imposed on the Issuer Trust.  The
foregoing obligations of the Company are for the benefit of, and shall
be enforceable by, any person to whom any such debts, obligations,
costs, expenses and taxes are owed (each, a "Creditor") whether or not
such Creditor has received notice thereof.  Any such Creditor may
enforce such obligations directly against the Company, and the Company
irrevocably waives any right or remedy to require that any such Creditor
take any action against the Issuer Trust or any other person before
proceeding against the Company.  The Company shall execute such
additional agreements as may be necessary or desirable to give full
effect to the foregoing.

       (d)   The Company shall indemnify the Trustee, its directors,
officers, employees and agents for, and hold them harmless against, any
loss, liability or expense (including the reasonable compensation and
the expenses and disbursements of its agents and counsel) incurred
without negligence, bad faith or willful misconduct, arising out of or
in connection with the acceptance or administration of this trust or the
performance of its duties hereunder, including the reasonable costs and
expenses of defending against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.
This indemnification shall survive the termination of this Indenture or
the resignation or removal of the Trustee.

       (e)   When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 5.1(d) occurs, the
expenses and the compensation for the services are intended to
constitute expenses of administration under the Bankruptcy Reform Act of
1978 or any successor statute.

Section 6.8. Disqualification; Conflicting Interests.

       The Trustee for the Securities issued hereunder shall be
subject to, and shall comply fully with, the provisions of Section
310(b) of the Trust Indenture Act.  Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in
the second to last paragraph of said Section 310(b).

Section 6.9. Corporate Trustee Required; Eligibility.

       There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall be:

       (a)   a Person organized and doing business under the laws of
the United States of America or of any state or territory thereof or of
the District of Columbia, authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by
federal, state, territorial or District of Columbia authority, or

       (b)   an entity organized and doing business under the laws of
a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws
to exercise corporate trust powers, and subject to supervision or
examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees;

in either case having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority.  If such entity 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 6.9, the combined capital and surplus of such entity shall be
deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any


                                 - 41 -

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<PAGE>
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article VI.  Neither
the Company nor any Person directly or indirectly controlling,
controlled by or under common control with the Company shall serve as
Trustee for the Securities issued hereunder.

Section 6.10.     Resignation and Removal; Appointment of Successor.

       (a)   No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee
under Section 6.11.

       (b)   The Trustee may resign at any time with respect to the
Securities by giving written notice thereof to the Company.  If an
instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

       (c)   The Trustee may be removed at any time with respect to
the Securities by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee
and to the Company.

       (d)   If at any time:

             (i)  the Trustee shall fail to comply with Section 6.8
after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or

             (ii) the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request therefor by
the Company or by any such Holder, or

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

then, in any such case, (x) the Company, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with respect to
the Securities issued hereunder, or (y) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of such Holder and all others similarly situated,
petition any court of competent jurisdiction for the removal of the
Trustee with respect to the Securities issued hereunder and the
appointment of a successor Trustee or Trustees.

       (e)   If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause with respect to the Securities, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee with
respect to the Securities.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities shall be appointed by Act of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment, become the successor Trustee with respect to the
Securities and supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities shall have been
so appointed by the Company or the Holders and accepted appointment in
the manner hereinafter provided, any Holder who


                                 - 42 -

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<PAGE>
has been a bona fide Holder of a Security for at least six months may,
subject to Section 5.14, on behalf of such Holder and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities.

       (f)   The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities and each
appointment of a successor Trustee with respect to the Securities by
mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities as their names and addresses
appear in the Securities Register.  Each notice shall include the name
of the successor Trustee with respect to the Securities and the address
of its Corporate Trust Office.

Section 6.11.     Acceptance of Appointment by Successor.

       (a)   In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to
the retiring Trustee an instrument accepting such appointment, 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,
trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.

       (b)   Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all rights, powers
and trusts referred to in Section 6.11(a).

       (c)   No successor Trustee shall accept its appointment unless,
at the time of such acceptance, such successor Trustee shall be
qualified and eligible under this Article VI.

Section 6.12.     Merger, Conversion, Consolidation or Succession to
Business.

       Any entity into which the Trustee may be merged or converted or
with which it may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which the Trustee shall be a
party, or any entity succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such entity shall be otherwise qualified and
eligible under this Article VI, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.  In
case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case
any Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any
predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which
it is provided anywhere in the Securities or in this Indenture that the
certificate of the Trustee shall have.

Section 6.13.     Preferential Collection of Claims Against Company.

       If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor).


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<PAGE>

Section 6.14.     Appointment of Authenticating Agent.

       (a)   The Trustee may appoint an Authenticating Agent or Agents
with respect to the Securities, which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon original
issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.6, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent shall be acceptable to
the Company and shall at all times be an entity organized and doing
business under the laws of the United States of America, 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 not less than $50,000,000 and subject to supervision or
examination by federal or state authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 6.14.

       (b)   Any entity into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any entity succeeding to all
or substantially all of the corporate trust business of an
Authenticating Agent shall be the successor Authenticating Agent
hereunder, provided such entity shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act
on the part of the Trustee or the Authenticating Agent.

       (c)   An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company.  The Trustee
may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof 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 such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent, which shall be
acceptable to the Company and shall give notice of such appointment in
the manner provided in Section 1.6 to all Holders of Securities.  Any
successor Authenticating Agent upon acceptance hereunder shall become
vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent.  No successor Authenticating Agent shall be appointed unless
eligible under the provision of this Section.

       (d)   The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for such
payment, subject to the provisions of Section 6.7.



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       (e)   If an appointment is made pursuant to this Section 6.14,
the Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of
authentication in the following form:

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

Dated: ________________________  BANKERS TRUST COMPANY, as Trustee




                                 By:_______________________________
                                    As Authenticating Agent


                        ARTICLE VII

           HOLDERS LISTS AND REPORTS BY TRUSTEE,
                  PAYING AGENT AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of
Holders.

       The Company will furnish or cause to be furnished to the
Trustee:

       (a)   quarterly, not more than 15 days after March 15, June 15,
September 15, and December 15 in each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the
Holders as of such dates, excluding from any such list names and
addresses received by the Trustee in its capacity as Securities
Registrar; 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, excluding from any
such list names and addresses received by the Trustee in its capacity as
Securities Registrar.

Section 7.2. Preservation of Information, Communications to Holders.

       (a)   The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 7.1
and the names and addresses of Holders received by the Trustee in its
capacity as Securities Registrar.  The Trustee may destroy any list
furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.

       (b)   The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.

       (c)   Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of information as to the names
and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 7.3. Reports by Trustee and Paying Agent.

       (a)   The Trustee shall transmit to Holders 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.


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<PAGE>

       (b)   Reports so required to be transmitted at stated intervals
of not more than 12 months shall be transmitted within 60 days of
January 31 in each calendar year, commencing with January 31, 2000.

       (c)   A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities
exchange upon which any Securities are listed and also with the
Commission.  The Company will notify the Trustee when any Securities are
listed on any securities exchange.

       (d)   The Paying Agent shall comply with all withholding,
backup withholding, tax and information reporting requirements under the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations
issued thereunder with respect to payments on, or with respect to, the
Securities.

Section 7.4. Reports by Company.

       The Company shall file or cause to be filed with the Trustee
and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the
manner provided in the Trust Indenture Act.  In the case of information,
documents or reports required to be filed with the Commission pursuant
to Section 13(a) or Section 15(d) of the Exchange Act, the Company shall
file or cause the filing of such information documents or reports with
the Trustee within 15 days after the same is required to be filed with
the Commission.

                        ARTICLE VIII

    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

       The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease
its properties and assets substantially as an entirety to the Company,
unless:

       (a)   if the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the entity formed by such
consolidation or into which the Company is merged or the Person that
acquires by conveyance or transfer, or that leases, the properties and
assets of the Company substantially as an entirety shall be an entity
organized and existing under the laws of the United States of America or
any state thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any), and interest
(including any Additional Interest) on all the Securities and the
performance of every covenant of this Indenture on the part of the
Company to be performed or observed; provided, however, that nothing in
this Indenture shall be deemed to restrict or prohibit, and no
supplemental indenture shall be required in the case of the merger of a
bank (as defined below) with and into a bank or the Company, the
consolidation of banks into a bank or the Company, or the sale or
other disposition of all or substantially all of the assets of any bank to
another bank or the Company, if, in any such case in which the
Company was not the surviving, resulting or acquiring entity, the
Company would own, directly or indirectly, at least 80% of the voting
securities of the bank (and of any other bank


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<PAGE>
any voting securities of which are owned, directly or indirectly, by such
bank) surviving such merger, resulting from such consolidation or
acquiring such assets;

       (b)   immediately after giving effect to such transaction, no
Event of Default, and no event that, after notice or lapse of time, or
both, would constitute an Event of Default, shall have occurred and be
continuing; and

       (c)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and any such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been
complied with and, in the case of a transaction subject to this Section
8.1 but not requiring a supplemental indenture under paragraph (a) of
this Section 8.1, an Officer's Certificate or Opinion of Counsel to the
effect that the surviving, resulting or successor entity is legally
bound by the Indenture and the Securities; and the Trustee, subject to
Section 6.1, may rely upon such Officers' Certificates and Opinions of
Counsel as conclusive evidence that such transaction complies with this
Section 8.1.

       For purposes of subparagraph (a) above, the term "bank" means
each of:

       (x)   any banking subsidiary of the Company the consolidated
             assets of which constitute 20% or more of the consolidated
             assets of the Company and consolidated subsidiaries;

       (y)   any other banking subsidiary designated as a bank
             pursuant to a board resolution and set forth in an
             Officers' Certificate delivered to the trustee; and

       (z)   any subsidiary of the Company that owns, directly or
             indirectly, any voting securities, or options, warrants
             or rights to subscribe for or purchase voting securities,
             of any bank under (x) and (y) above and in the case of
             (x), (y) and this subparagraph (z), their respective
             successors (whether by consolidation, merger, conversion
             transfer of substantially all their assets and business
             or otherwise) so long as any such successor is a banking
             subsidiary (in the case of (x) and (y)) or a subsidiary
             (in the case of (z)) of the Company.

Section 8.2. Successor Company Substituted.

       (a)   Upon any consolidation or merger by the Company with or
into any other Person, or any conveyance, transfer or lease by the
Company of its properties and assets substantially as an entirety to any
Person in accordance with Section 8.1, the successor entity formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person
had been named as the Company herein; and in the event of any such
conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities.

       (b)   Such successor Person may cause to be executed, and may
issue either in its own name or in the name of the Company, any or all
of the Securities issuable hereunder that theretofore shall not have
been signed by the Company and delivered to the Trustee; 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 shall authenticate and shall deliver any Securities that
previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication pursuant to such


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<PAGE>
provisions and any Securities that such successor Person thereafter
shall cause to be executed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions.  All the Securities so
issued shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture.

       (c)   In case of any such consolidation, merger, sale,
conveyance or lease, such changes in phraseology and form may be made in
the Securities thereafter to be issued as may be appropriate.

                         ARTICLE IX

                  SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Without Consent of Holders.

       Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may amend or waive any provision of this Indenture or
enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

       (a)   to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of
the Company herein and in the Securities contained;

       (b)   to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee;

       (c)   to facilitate the issuance of Securities in certificated
or other definitive form;

       (d)   to add to the covenants of the Company for the benefit of
the Holders of the Securities;

       (e)   to add any additional Events of Default for the benefit
of the Holders of the Securities;

       (f)   to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall not apply
to any Outstanding Securities;

       (g)   to cure any ambiguity, to correct or supplement any
provision herein that may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided that such
action pursuant to this clause (g) shall not adversely affect the
interest of the Holders of Securities in any material respect or, in the
case of the Securities issued to the Issuer Trust and for so long as any
of the Preferred Securities issued by the Issuer Trust shall remain
outstanding, the holders of such Preferred Securities;

       (h)   to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the 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(b); or

       (i)   to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act.


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Section 9.2. Supplemental Indentures with Consent of Holders.

       With the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities affected by such
supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under
this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security
affected thereby:

       (a)   change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, any
Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce
the amount of principal of a Discount Security that would be due and
payable upon a declaration of acceleration of the Stated Maturity
thereof pursuant to Section 5.2, or change the place of payment where,
or the coin or currency in which, any Security or interest thereon is
payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date),

       (b)   reduce the percentage in aggregate principal amount of
the Outstanding Securities, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or

       (c)   modify any of the provisions of this Section, Section
5.13 or Section 10.5, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Security
affected thereby; provided, further, that, in the case of the Securities
issued to the Issuer Trust, so long as any of the Preferred Securities
issued by the Issuer Trust remains outstanding, (i) no such amendment
shall be made that adversely affects the holders of such Preferred
Securities in any material respect, and no termination of this Indenture
shall occur, and no waiver of any Event of Default or compliance with
any covenant under this Indenture shall be effective, without the prior
consent of the holders of a majority of the aggregate Liquidation Amount
of such Preferred Securities then outstanding unless and until the
principal of (and premium, if any, on) the Securities and all accrued
and (subject to Section 3.8) unpaid interest (including any Additional
Interest) thereon have been paid in full, and (ii) no amendment shall be
made to Section 5.8 of this Indenture that would impair the rights of
the holders of Preferred Securities issued by the Issuer Trust provided
therein without the prior consent of the holders of each such Preferred
Security then outstanding unless and until the principal of (and
premium, if any, on) the Securities and all accrued and (subject to
Section 3.8) unpaid interest (including any Additional Interest) thereon
have been paid in full.

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

Section 9.3. Execution of Supplemental Indentures.

       In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Officers'


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<PAGE>
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent herein provided for relating to such
action have been complied with.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 9.4. Effect of Supplemental Indentures.

       Upon the execution of any supplemental indenture under this
Article IX, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

Section 9.5  Conformity with Trust Indenture Act.

       Every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then
in effect.

Section 9.6. Reference in Securities to Supplemental Indentures.

       Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article IX may, and shall if
required by the Company, bear a notation in form approved by the Company
as to any matter provided for in such supplemental indenture.  If the
Company shall so determine, new Securities so modified as to conform, in
the opinion of the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities.

                         ARTICLE X

                         COVENANTS

Section 10.1.     Payment of Principal, Premium and Interest.

       The Company covenants and agrees for the benefit of the
Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities in accordance with the terms of such Securities and this
Indenture.

Section 10.2.     Maintenance of Office or Agency.

       (a)   The Company will maintain in each Place of Payment an
office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served.
The Company initially appoints the Trustee, acting through its Corporate
Trust Office, as its agent for said purposes.  The Company will give
prompt written notice to the Trustee of any change in the location of
any such office or agency.  If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


                                 - 50 -

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       (b)   The Company may also from time to time designate one or
more other offices or agencies where the Securities may be presented or
surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation
to maintain an office or agency in each Place of Payment for Securities
for such purposes.  The Company will give prompt written notice to the
Trustee of any such designation and any change in the location of any
such office or agency.

Section 10.3.     Money for Security Payments to be Held in Trust.

       (a)   If the Company shall at any time act as its own Paying
Agent with respect to the Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest (including
Additional Interest) on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal (and premium, if any) or interest (including
Additional Interest) so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its failure so to act.

       (b)   Whenever the Company shall have one or more Paying
Agents, it will, prior to 10:00 a.m., New York City time, on each due
date of the principal of (or premium, if any) or interest, including
Additional Interest on any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest,
including Additional Interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal (and
premium, if any) or interest, including Additional Interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its failure so to act.

       (c)   The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will:

             (i)  hold all sums held by it for the payment of the
principal of (and premium, if any) or interest (including Additional
Interest) on the Securities in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

             (ii) give the Trustee notice of any default by the
Company (or any other obligor upon such Securities) in the making of any
payment of principal (and premium, if any) or interest (including
Additional Interest) in respect of any Security;

             (iii)     at any time during the continuance of any default
with respect to the Securities, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying
Agent; and

             (iv) comply with the provisions of the Trust Indenture
Act applicable to it as a Paying Agent.

       (d)   The Company may, at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or by Company Order 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 as those
upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


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       (e)   Any money deposited with the Trustee or any Paying Agent,
or then held by the Company in trust for the payment of the principal of
(and premium, if any) or interest (including Additional Interest) on any
Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest (including Additional Interest) has become
due and payable shall (unless otherwise required by mandatory provision
of applicable escheat or abandoned or unclaimed property law) be paid on
Company Request to the Company, or (if then held by the Company) shall
(unless otherwise required by mandatory provision of applicable escheat
or abandoned or unclaimed property law) be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, the
City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 10.4.     Statement as to Compliance.

       The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof,
an Officers' Certificate covering the preceding calendar year, stating
whether or not to the best knowledge of the signers thereof the Company
is in default in the performance, observance or fulfillment of or
compliance with any of the terms, provisions, covenants and conditions
of this Indenture, and if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may
have knowledge.  For the purpose of this Section 10.4, compliance shall
be determined without regard to any grace period or requirement of
notice provided pursuant to the terms of this Indenture.

Section 10.5.     Waiver of Certain Covenants.

       Subject to the rights of holders of Preferred Securities
specified in Section 9.2, if any, the Company may omit in any particular
instance to comply with any covenant or condition provided pursuant to
Section 3.1, 9.1(c) or 9.1(d) with respect to the Securities, if before
or after the time for such compliance the Holders of a majority in
aggregate principal amount of the Outstanding Securities shall, by Act
of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such
waiver shall extend to or affect such covenant or condition except to
the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company in respect of any such
covenant or condition shall remain in full force and effect.

Section 10.6.     Additional Sums.

       So long as no Event of Default has occurred and is continuing
and except as otherwise specified as contemplated by Section 2.1 or
Section 3.1, if: (a) the Issuer Trust is the Holder of all of the
Outstanding Securities, and (b) a Tax Event described in clause (a) or
(c) of the definition of "Tax Event" in Section 1.1 hereof has occurred
and is continuing in respect of the Issuer Trust, the Company shall pay
the Issuer Trust (and its permitted successors or assigns under the
Trust Agreement) for so long as the Issuer Trust (or its permitted
successor or assignee) is the registered holder of the Outstanding
Securities, such additional sums as may be necessary in order that the
amount of Distributions (including any Additional Amount (as defined in
the Trust Agreement)) then due and payable by the Issuer Trust on the
Preferred Securities and Common Securities that at any time remain
outstanding in accordance with the


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terms thereof shall not be reduced as a result of such Additional Taxes
(the "Additional Sums").  Whenever in this Indenture or the Securities
there is a reference in any context to the payment of principal of or
interest on the Securities, such mention shall be deemed to include
mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were
or would be payable in respect thereof pursuant to the provisions of
this paragraph and express mention of the payment of Additional Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Sums in those provisions hereof where such express mention is
not made; provided, however, that the deferral of the payment of
interest pursuant to Section 3.12 or the Securities shall not defer the
payment of any Additional Sums that may be due and payable.

Section 10.7.     Additional Covenants.

       The Company covenants and agrees with each Holder of Securities
that it shall not: (a) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect
to, any shares of the Company's capital stock, (b) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or
redeem any debt securities of the Company that rank pari passu with or
junior in interest to the Securities, including the Company's
obligations associated with the Preferred Securities, or (c) redeem,
purchase or acquire less than all of the Securities or any of the
Preferred Securities (other than (i) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection
with any employment contract, benefit plan or other similar arrangement
with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
shareholder stock purchase plan or 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 at least 30 days prior to the applicable
Extension Period, (ii) as a result of a reclassification, 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, (iii)
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, (iv) any declaration
of a dividend in connection with any Rights Plan, or the issuance of
rights, stock or other property under any Rights Plan, or the redemption
or repurchase of rights pursuant thereto, or (v) 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), if at such time
(A) there shall have occurred an Event of Default hereunder or any event
(x) of which the Company has actual knowledge that with the giving of
notice or the lapse of time, or both, would constitute an Event of
Default with respect to the Securities, and (y) which the Company shall
not have taken reasonable steps to cure, (B) if the Securities are held
by the Issuer Trust, the Company shall be in default with respect to its
payment of any obligations under the Guarantee relating to the Preferred
Securities issued by the Issuer Trust, or (C) the Company shall have
given notice of its election to begin an Extension Period with respect
to the Securities as provided herein and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be
continuing.

       The Company also covenants with each Holder of Securities
issued to the Issuer Trust (a) to hold, directly or indirectly, 100% of
the Common Securities of the Issuer Trust, provided that any permitted
successor of the Company as provided under Section 8.2 may succeed to
the Company's ownership of such Common Securities, (b) as holder of such
Common Securities, not to voluntarily terminate, windup or liquidate the
Issuer Trust, other than (i) in connection with a distribution of the
Securities to the holders of the Preferred Securities in liquidation of
the Issuer Trust, or (ii) in connection with certain mergers,
consolidations or amalgamations permitted by the Trust Agreement, and
(c) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Issuer Trust to continue
to be classified as a grantor trust for United States federal income tax
purposes.


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Section 10.8.     Federal Tax Reports.

       On or before December 15 of each year during which any
Securities are outstanding, the Company shall furnish to each Paying
Agent such information as may be reasonably requested by each Paying
Agent in order that each Paying Agent may prepare the information which
it is required to report for such year on Internal Revenue Service Forms
1096 and 1099 pursuant to Section 6049 of the Internal Revenue Code of
1986, as amended.  Such information shall include the amount, if any, of
original issue discount includible in income for each authorized minimum
denomination of principal amount at Stated Maturity of outstanding
Securities during such year.

                         ARTICLE XI

                  REDEMPTION OF SECURITIES

Section 11.1.     Applicability of this Article.

       Redemption of Securities as permitted or required by any form
of Security issued pursuant to this Indenture shall be made in
accordance with such form of Security and this Article; provided,
however, that, if any provision of any such form of Security shall
conflict with any provision of this Article XI, the provision of such
form of Security shall govern.

Section 11.2.     Election to Redeem; Notice to Trustee.

       The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution.  In case of any
redemption at the election of the Company, the Company shall, not less
than 30 nor more than 60 days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee
and, in the case of Securities held by the Issuer Trust, the Property
Trustee under the Trust Agreement of such date and of the principal
amount of Securities to be redeemed and provide the additional
information required to be included in the notice or notices
contemplated by Section 11.4; provided, that, for so long as such
Securities are held by the Issuer Trust, such notice shall be given not
less than 45 nor more than 75 days prior to such Redemption Date (unless
a shorter notice shall be satisfactory to the Property Trustee under the
Trust Agreement).  In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance
with such restriction.

Section 11.3.     Selection of Securities to be Redeemed.

       (a)   If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any
Security, provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.

       (b)   The Trustee shall promptly notify the Company in writing
of the Securities selected for partial redemption and the principal
amount thereof to be redeemed.  For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the
redemption of Securities shall relate,

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<PAGE>
in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security that has been or is
to be redeemed.

Section 11.4.     Notice of Redemption.

       Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not later than the thirtieth day, and not
earlier than the sixtieth day, prior to the Redemption Date, to each
Holder of Securities to be redeemed, at the address of such Holder as it
appears in the Securities Register.

       With respect to Securities to be redeemed, each notice of
redemption shall state:

       (a)   the Redemption Date;

       (b)   the Redemption Price or, if the Redemption Price cannot
be calculated prior to the time the notice is required to be sent, the
estimate of the Redemption Price provided pursuant to the Indenture
together with a statement that it is an estimate and that the actual
Redemption Price will be calculated on the third Business Day prior to
the Redemption Date (if such an estimate of the Redemption Price is
given, a subsequent notice shall be given as set forth above setting
forth the Redemption Price promptly following the calculation thereof);

       (c)   if less than all Outstanding Securities are to be
redeemed, the identification (and, in the case of partial redemption,
the respective principal amounts) of the particular Securities to be
redeemed;

       (d)   that, on the Redemption Date, the Redemption Price will
become due and payable upon each such Security or portion thereof, and
that interest thereon, if any, shall cease to accrue on and after said
date;

       (e)   the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

       (f)   such other provisions as may be required in respect of
the terms of the Securities; and

       (g)   that the redemption is for a sinking fund, if such is the
case.

       Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the
Company and shall be irrevocable.  The notice, if mailed in the manner
provided above, shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice.  In any case, a failure
to give such notice by mail or any defect in the notice to the Holder of
any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security.

Section 11.5.     Deposit of Redemption Price.

       Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4,
the Company will deposit with the Trustee or with one or more Paying
Agents (or if the Company is acting as its own Paying Agent, the Company
will segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and any accrued
interest (including Additional Interest) on, all the Securities (or
portions thereof) that are to be redeemed on that date.

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<PAGE>

Section 11.6.     Payment of Securities Called for Redemption.

       (a)   If any notice of redemption has been given as provided in
Section 11.4, the Securities or portion of Securities with respect to
which such notice has been given shall become due and payable on the
date and at the place or places stated in such notice at the applicable
Redemption Price, together with accrued interest (including any
Additional Interest) to the Redemption Date.  On presentation and
surrender of such Securities at a Place of Payment in said notice
specified, the said Securities or the specified portions thereof shall
be paid and redeemed by the Company at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to
the Redemption Date; provided, however, that, installments of interest
(including Additional Interest) whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close
of business on the relevant record dates according to their terms and
the provisions of Section 3.8.

       (b)   Upon presentation of any Security redeemed in part only,
the Company shall execute and the Trustee shall authenticate and deliver
to the Holder thereof, at the expense of the Company, a new Security or
Securities, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Security so presented and having
the same Original Issue Date, Stated Maturity and terms.

       (c)   If any Security called for redemption shall not be so
paid under surrender thereof for redemption, the principal of and
premium, if any, on such Security shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security.

Section 11.7.     Right of Redemption of Securities Initially Issued to the
Issuer Trust.

       (a)   The Company, at its option, may redeem such Securities,
subject to prior regulatory approval, if required (i) on or after
August 2, 2004, in whole at any time or in part from time to time, or
(ii) upon the occurrence and during the continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event, at any time
within 90 days following the occurrence and during the continuation of
such Tax Event, Investment Company Event or Capital Treatment Event, in
whole (but not in part), in each case at a Redemption Price specified in
such Security, together with accrued interest (including Additional
Interest) to the Redemption Date.

       (b)   If less than all the Securities are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding
after giving effect to such redemption shall be sufficient to satisfy
any provisions of the Trust Agreement.

                        ARTICLE XII

                       SINKING FUNDS

       Except as may be provided in any supplemental or amended
indenture, no sinking fund shall be established or maintained for the
retirement of Securities.


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<PAGE>

                        ARTICLE XIII

                SUBORDINATION OF SECURITIES

Section 13.1.     Securities Subordinate to Senior Indebtedness.

       The Company covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this
Article, the payment of the principal of (and premium, if any) and
interest (including any Additional Interest) on each and all of the
Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness.

Section 13.2.     No Payment When Senior Indebtedness in Default; Payment
Over of Proceeds Upon Dissolution, Etc.

       (a)   If the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness
when the same becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration of acceleration or otherwise,
then, upon written notice of such default to the Company by the holders
of Senior Indebtedness or any trustee therefor, unless and until such
default shall have been cured or waived or shall have ceased to exist,
no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the
principal of (or premium, if any) or interest (including Additional
Interest) on any of the Securities, or in respect of any redemption,
repayment, retirement, purchase or other acquisition of any of the
Securities.

       (b)   In the event of (i) any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition or
other similar proceeding relating to the Company, its creditors or its
property, (ii) any proceeding for the liquidation, dissolution or other
winding up of the Company, voluntary or involuntary, whether or not
involving insolvency or bankruptcy proceedings, (iii) any assignment by
the Company for the benefit of creditors or (iv) any other marshalling
of the assets of the Company (each such event, if any, herein sometimes
referred to as a "Proceeding"), all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be
made to any Holder on account thereof.  Any payment or distribution,
whether in cash, securities or other property (other than securities of
the Company or any other entity provided for by a plan of reorganization
or readjustment, the payment of which is subordinate, at least to the
extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment),
which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Securities shall be paid or
delivered directly to the holders of Senior Indebtedness in accordance
with the priorities then existing among such holders until all Senior
Indebtedness (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.

       (c)   In the event of any Proceeding, after payment in full of
all sums owing with respect to Senior Indebtedness, the Holders of the
Securities, together with the holders of any obligations of the Company
ranking on a parity with the Securities, shall be entitled to be paid
from the remaining assets of the Company the amounts at the time due and
owing on account of unpaid principal of (and premium, if any) and
interest on the Securities and such other obligations before any payment
or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations

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of the Company ranking junior to the Securities, and such other
obligations.  If, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash,
securities or other property (other than securities of the Company or
any other entity provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in
respect thereof under any plan of reorganization or readjustment), shall
be received by the Trustee or any Holder in contravention of any of the
terms hereof and before all Senior Indebtedness shall have been paid in
full, such payment or distribution or security shall be received in
trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Indebtedness at the time
outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full.  In the event of the failure of the Trustee or any
Holder to endorse or assign any such payment, distribution or security,
each holder of Senior Indebtedness is hereby irrevocably authorized to
endorse or assign the same.

       (d)   The Trustee and the Holders shall take such action
(including, without limitation, the delivery of this Indenture to an
agent for the holders of Senior Indebtedness or consent to the filing of
a financing statement with respect hereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of
the Senior Indebtedness at the time outstanding, be necessary or
appropriate to assure the effectiveness of the subordination effected by
these provisions.

       (e)   The provisions of this Section 13.2 shall not impair any
rights, interests, remedies or powers of any secured creditor of the
Company in respect of any security interest the creation of which is not
prohibited by the provisions of this Indenture.

       (f)   The securing of any obligations of the Company, otherwise
ranking on a parity with the Securities or ranking junior to the
Securities shall not be deemed to prevent such obligations from
constituting, respectively, obligations ranking on a parity with the
Securities or ranking junior to the Securities.

Section 13.3.     Payment Permitted if No Default.

       Nothing contained in this Article XIII or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at
any time, except during the pendency of the conditions described in the
first paragraph of Section 13.2 or of any Proceeding referred to in
Section 13.2, from making payments at any time of principal of (and
premium, if any) or interest (including Additional Interest) on the
Securities, or (b) the application by the Trustee of any monies
deposited with it hereunder to the payment of or on account of the
principal of (and premium, if any) or interest (including any Additional
Interest) on the Securities or the retention of such payment by the
Holders, if, at the time of such application by the Trustee, it did not
have knowledge that such payment would have been prohibited by the
provisions of this Article.

Section 13.4.     Subrogation to Rights of Holders of Senior Indebtedness.

       Subject to the payment in full of all amounts due or to become
due on all Senior Indebtedness, or the provision for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Indebtedness, the Holders of the Securities shall be
subrogated to the extent of the payments or distributions made to the
holders of such Senior Indebtedness pursuant to the provisions of this
Article (equally and ratably with the holders of all indebtedness of the
Company that by its express


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<PAGE>
terms is subordinated to Senior Indebtedness of the Company to
substantially the same extent as the Securities are subordinated to the
Senior Indebtedness and is entitled to like rights of subrogation by
reason of any payments or distributions made to holders of such Senior
Indebtedness) to the rights of the holders of such Senior Indebtedness
to receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness until the principal of (and
premium if any) and interest (including Additional Interest) on the
Securities shall be paid in full.  For purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of
any cash, property or securities to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this
Article, and no payments pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders
of Senior Indebtedness, and the Holders of the Securities, be deemed to
be a payment or distribution by the Company to or on account of the
Senior Indebtedness.

Section 13.5.     Provisions Solely to Define Relative Rights.

       The provisions of this Article XIII are and are intended solely
for the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Senior Indebtedness on the
other hand.  Nothing contained in this Article XIII or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as
between the Company and the Holders of the Securities, the obligations
of the Company, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and
interest (including any Additional Interest) on the Securities as and
when the same shall become due and payable in accordance with their
terms; (b) affect the relative rights against the Company of the Holders
of the Securities and creditors of the Company other than their rights
in relation to the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security (or to the extent expressly
provided herein, the holder of any Preferred Security) from exercising
all remedies otherwise permitted by applicable law upon default under
this Indenture, including filing voting claims in any Proceeding,
subject to the rights, if any, under this Article XIII of the holders of
Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

Section 13.6.     Trustee to Effectuate Subordination.

       Each Holder of a Security by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate
the subordination provided in this Article XIII and appoints the Trustee
his or her attorney-in-fact for any and all such purposes.

Section 13.7.     No Waiver of Subordination Provisions.

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

       (b)   Without in any way limiting the generality of Section
13.7(a), the holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to such
Holders of the Securities and without impairing or releasing the
subordination provided in this Article XIII or the obligations hereunder
of such Holders of the Securities to the holders of Senior Indebtedness,
do any one or more of

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<PAGE>
the following: (i) change the manner, place or terms of payment or
extent the time of payment of, or renew or alter, Senior Indebtedness,
or otherwise amend or supplement in any manner Senior Indebtedness or
any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the
collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

Section 13.8.     Notice to Trustee.

       (a)   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 to or by the Trustee in respect
of the Securities.  Notwithstanding the provisions of this Article XIII
or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit
the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or
from any trustee, agent or representative therefor; provided, however,
that if the Trustee shall not have received the notice provided for in
this Section at least two Business Days prior to the date upon which by
the terms hereof any monies may become payable for any purpose
(including, the payment of the principal of (and premium, if any, on) or
interest (including any Additional Interest) on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such monies and to apply
the same to the purpose 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.

       (b)   Subject to the provisions of Section 6.1, the Trustee
shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior
Indebtedness (or a trustee or attorney-in-fact therefor) to establish
that such notice has been given by a holder of Senior Indebtedness (or a
trustee or attorney-in-fact therefor).  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 Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held
by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, 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 13.9.     Reliance on Judicial Order or Certificate of Liquidating
Agent.

       Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of
Section 6.1, and the Holders of the Securities shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction
in which such Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, conservator, liquidating trustee, custodian,
assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XIII.


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Section 13.10.    Trustee Not Fiduciary for Holders of Senior Indebtedness.

       The Trustee, in its capacity as trustee under this Indenture,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to Holders of Securities or
to the Company or to any other Person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of
this Article or otherwise.

Section 13.11.    Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

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

Section 13.12.    Article Applicable to Paying Agents.

       In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article XIII shall in such case
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee.

Section 13.13.    Certain Conversions or Exchanges Deemed Payment.

       For purposes of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities
shall not be deemed to constitute a payment or distribution on account
of the principal of (or premium, if any, on) or interest (including any
Additional Interest) on such Securities or on account of the purchase or
other acquisition of such Securities, and (b) the payment, issuance or
delivery of cash, property or securities (other than junior securities)
upon conversion or exchange of a Security shall be deemed to constitute
payment on account of the principal of such security.  For the purposes
of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Company, and (ii) securities of the Company
that are subordinated in right of payment to all Senior Indebtedness
that may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.

                          * * * *
       This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same
instrument.

         [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.


                                  ALLEGIANT BANCORP, INC.



                                  By: /s/ Shaun R. Hayes
                                     --------------------------------------
                                      Shaun R. Hayes
                                      President and Chief Executive Officer


                                  BANKERS TRUST COMPANY, as Trustee



                                  By: /s/ Ednora G. Linares
                                     --------------------------------------
                                     Name: Ednora G. Linares
                                     Title: Assistant Vice President











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