Matrix Bancorp, Inc.
                                    as Issuer







                                    INDENTURE
                            Dated as of June 30, 2005


                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES
                                Due July 7, 2035



<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                   ARTICLE I
                                  DEFINITIONS
SECTION 1.01.   Definitions..................................................  1

                                   ARTICLE II
                                DEBT SECURITIES

SECTION 2.01.   Authentication and Dating....................................  8
SECTION 2.02.   Form of Trustee's Certificate of Authentication..............  9
SECTION 2.03.   Form and Denomination of Debt Securities.....................  9
SECTION 2.04.   Execution of Debt Securities.................................  9
SECTION 2.05.   Exchange and Registration of Transfer of Debt Securities..... 10
SECTION 2.06.   Mutilated, Destroyed, Lost or Stolen Debt Securities......... 12
SECTION 2.07.   Temporary Debt Securities.................................... 13
SECTION 2.08.   Payment of Interest.......................................... 14
SECTION 2.09.   Cancellation of Debt Securities Paid, etc.................... 15
SECTION 2.10.   Computation of Interest...................................... 15
SECTION 2.11.   Extension of Interest Payment Period......................... 17
SECTION 2.12.   CUSIP Numbers................................................ 18
SECTION 2.13.   Global Debentures............................................ 18

                                  ARTICLE III
                      PARTICULAR COVENANTS OF THE COMPANY

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

                                   ARTICLE IV
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.   Securityholders' Lists....................................... 25


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SECTION 4.02.   Preservation and Disclosure of Lists......................... 25

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

SECTION 5.01.   Events of Default............................................ 26
SECTION 5.02.   Payment of Debt Securities on Default; Suit Therefor......... 28
SECTION 5.03.   Application of Moneys Collected by Trustee................... 30
SECTION 5.04.   Proceedings by Securityholders............................... 30
SECTION 5.05.   Proceedings by Trustee....................................... 31
SECTION 5.06.   Remedies Cumulative and Continuing........................... 31
SECTION 5.07.   Direction of Proceedings and Waiver of Defaults by Majority
                of Securityholders........................................... 31
SECTION 5.08.   Notice of Defaults........................................... 32
SECTION 5.09.   Undertaking to Pay Costs..................................... 32

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01.   Duties and Responsibilities of Trustee....................... 33
SECTION 6.02.   Reliance on Documents, Opinions, etc......................... 34
SECTION 6.03.   No Responsibility for Recitals, etc.......................... 35
SECTION 6.04.   Trustee, Authenticating Agent, Paying Agents, Transfer Agents
                or Registrar May Own Debt Securities......................... 36
SECTION 6.05.   Moneys to be Held in Trust................................... 36
SECTION 6.06.   Compensation and Expenses of Trustee......................... 36
SECTION 6.07.   Officers' Certificate as Evidence............................ 37
SECTION 6.08.   Eligibility of Trustee....................................... 37
SECTION 6.09.   Resignation or Removal of Trustee, Calculation Agent, Paying
                Agent or Debt Security Registrar............................. 38
SECTION 6.10.   Acceptance by Successor...................................... 39
SECTION 6.11.   Succession by Merger, etc.................................... 40
SECTION 6.12.   Authenticating Agents........................................ 40

                                  ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.   Action by Securityholders.................................... 41


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SECTION 7.02.   Proof of Execution by Securityholders........................ 42
SECTION 7.03.   Who Are Deemed Absolute Owners............................... 42
SECTION 7.04.   Debt Securities Owned by Company Deemed Not Outstanding...... 43
SECTION 7.05.   Revocation of Consents; Future Securityholders Bound......... 43

                                  ARTICLE VIII
                           SECURITYHOLDERS' MEETINGS

SECTION 8.01.   Purposes of Meetings......................................... 44
SECTION 8.02.   Call of Meetings by Trustee.................................. 44
SECTION 8.03.   Call of Meetings by Company or Securityholders............... 44
SECTION 8.04.   Qualifications for Voting.................................... 45
SECTION 8.05.   Regulations.................................................. 45
SECTION 8.06.   Voting....................................................... 45
SECTION 8.07.   Quorum; Actions.............................................. 46
SECTION 8.08.   Written Consent Without a Meeting............................ 47

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.   Supplemental Indentures without Consent of Securityholders... 47
SECTION 9.02.   Supplemental Indentures with Consent of Securityholders...... 48
SECTION 9.03.   Effect of Supplemental Indentures............................ 49
SECTION 9.04.   Notation on Debt Securities.................................. 50
SECTION 9.05.   Evidence of Compliance of Supplemental Indenture to be
                furnished to Trustee......................................... 50

                                   ARTICLE X
                            REDEMPTION OF SECURITIES

SECTION 10.01.  Optional Redemption.......................................... 50
SECTION 10.02.  Special Event Redemption..................................... 50
SECTION 10.03.  Notice of Redemption; Selection of Debt Securities........... 51
SECTION 10.04.  Payment of Debt Securities Called for Redemption............. 51

                                   ARTICLE XI
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.  Company May Consolidate, etc., on Certain Terms.............. 52
SECTION 11.02.  Successor Entity to be Substituted........................... 53
SECTION 11.03.  Opinion of Counsel to be Given to Trustee.................... 53


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                               TABLE OF CONTENTS
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                                  ARTICLE XII
                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.  Discharge of Indenture....................................... 53
SECTION 12.02.  Deposited Moneys to be Held in Trust by Trustee.............. 54
SECTION 12.03.  Paying Agent to Repay Moneys Held............................ 54
SECTION 12.04.  Return of Unclaimed Moneys................................... 54

                                  ARTICLE XIII
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01.  Indenture and Debt Securities Solely Corporate Obligations... 55

                                  ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

SECTION 14.01.  Successors................................................... 55
SECTION 14.02.  Official Acts by Successor Entity............................ 55
SECTION 14.03.  Surrender of Company Powers.................................. 55
SECTION 14.04.  Addresses for Notices, etc................................... 56
SECTION 14.05.  Governing Law................................................ 56
SECTION 14.06.  Evidence of Compliance with Conditions Precedent............. 56
SECTION 14.07.  Non-Business Days............................................ 57
SECTION 14.08.  Table of Contents, Headings,etc.............................. 57
SECTION 14.09.  Execution in Counterparts.................................... 57
SECTION 14.10.  Severability................................................. 57
SECTION 14.11.  Assignment................................................... 57
SECTION 14.12.  Acknowledgment of Rights..................................... 57

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.  Agreement to Subordinate..................................... 58
SECTION 15.02.  Default on Senior Indebtedness............................... 58
SECTION 15.03.  Liquidation; Dissolution; Bankruptcy......................... 59
SECTION 15.04.  Subrogation.................................................. 60
SECTION 15.05.  Trustee to Effectuate Subordination.........................  61
SECTION 15.06.  Notice by the Company........................................ 61
SECTION 15.07.  Rights of the Trustee, Holders of Senior Indebtedness........ 62


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                                                                            Page

SECTION 15.08.  Subordination May Not Be Impaired............................ 62

EXHIBITS

EXHIBIT A       FORM OF DEBT SECURITY


                                      -v-

<PAGE>


      THIS INDENTURE, dated as of June 30, 2005, between Matrix Bancorp, Inc., a
savings and loan holding company incorporated in Colorado (hereinafter sometimes
called the "Company"),  and Wells Fargo Bank, National  Association,  a national
banking  association  with its  principal  place  of  business  in the  State of
Delaware, as trustee (hereinafter sometimes called the "Trustee").

                                   WITNESSETH:

      WHEREAS,  for  its  lawful  corporate  purposes,   the  Company  has  duly
authorized the issuance of its Junior  Subordinated  Debt Securities due July 7,
2035 (the "Debt  Securities")  under this Indenture and to provide,  among other
things,  for the  execution  and  authentication,  delivery  and  administration
thereof, the Company has duly authorized the execution of this Indenture.

      NOW, THEREFORE,  in consideration of the premises, and the purchase of the
Debt Securities by the holders  thereof,  the Company  covenants and agrees with
the Trustee for the equal and  proportionate  benefit of the respective  holders
from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS

      SECTION 1.01. Definitions.

      The terms  defined  in this  Section  1.01  (except  as  herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  and  of  any  indenture  supplemental  hereto  shall  have  the
respective  meanings  specified in this Section 1.01. All accounting  terms used
herein and not expressly  defined shall have the meanings assigned to such terms
in  accordance  with  generally  accepted  accounting  principles  and the  term
"generally accepted accounting  principles" means such accounting  principles as
are generally accepted in the United States at the time of any computation.  The
words "herein," "hereof' and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

      "Acceleration  Event"  shall have the meaning  set forth in Section  5.01.
"Additional  Interest"  shall  have  the  meaning  set  forth in  Section  3.06.
"Additional Provisions" shall have the meaning set forth in Section 15.01.

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

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


<PAGE>

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

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

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

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

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

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

      "Capital  Securities  Guarantee"  means the guarantee  agreement  that the
Company  will enter into with Wells Fargo Bank,  National  Association  or other
Persons  that  operates  directly  or  indirectly  for the benefit of holders of
Capital Securities of the Trust.

      "Capital  Treatment  Event" means the receipt by the Company and the Trust
of an Opinion of Counsel  experienced  in such matters to the effect that,  as a
result of any amendment to, or change in, the laws,  rules or regulations of the
United States or any political  subdivision thereof or therein, or as the result
of  any  official  or   administrative   pronouncement  or  action  or  decision
interpreting  or applying such laws,  rules or  regulations,  which amendment or
change is effective or which  pronouncement,  action or decision is announced on
or after the date of  original  issuance of the Debt  Securities,  there is more
than an insubstantial  risk that, within 90 days of the receipt of such opinion,
the aggregate  Liquidation Amount of the Capital Securities will not be eligible
to be  treated  by the  Company  as "Tier 1  Capital"  (or the  then  equivalent
thereof) for purposes of the capital adequacy  guidelines of the Federal Reserve
or OTS; as applicable (or any successor  regulatory  authority with jurisdiction
over bank, savings & loan or financial holding companies), as then in effect and
applicable to the Company; provided,  however, that the inability of the Company
to treat all or any portion of the Liquidation  Amount of the Capital Securities
as Tier 1 Capital shall not constitute the basis for a Capital  Treatment Event,
if such inability  results from the Company having  cumulative  preferred stock,
minority interests in consolidated subsidiaries,  or any other class of security
or interest which the Federal Reserve may now or hereafter accord Tier 1 Capital
treatment  in  excess  of the  amount  which may now or  hereafter  qualify  for
treatment as Tier 1 Capital under applicable capital adequacy


                                      -2-
<PAGE>

guidelines;  provided  further,  however,  that  the  distribution  of the  Debt
Securities in connection  with the liquidation of the Trust by the Company shall
not  in  and  of  itself  constitute  a  Capital  Treatment  Event  unless  such
liquidation  shall have occurred in connection with a Tax Event or an Investment
Company Event.

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

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

      "Company" means Matrix  Bancorp,  Inc., a savings and loan holding company
incorporated  in Colorado,  and,  subject to the provisions of Article XI, shall
include its successors and assigns.

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

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

      "Declaration"  means the Amended and Restated  Declaration of Trust of the
Trust dated as of June 30, 2005, as amended or supplemented from time to time.

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

      "Defaulted  Interest" has the meaning set forth in Section 2.08. "Deferred
Interest" has the meaning set forth in Section 2.11.

      "Depositary"  means an organization  registered as a clearing agency under
the  Securities  Exchange Act of 1934 that is  designated  as  Depositary by the
Company or any successor thereto. DTC will be the initial Depositary.

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

      "DTC" means The Depository Trust Company, a New York corporation.

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


                                      -3-
<PAGE>

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

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

      "Fixed Rate" means a per annum rate of interest, equal to 5.86% commencing
June 30, 2005.

      "Global Debenture" means a security that evidences all or part of the Debt
Securities,  the  ownership  and  transfers  of which shall be made through book
entries by a Depositary.

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

      "Initial Purchaser" means the initial purchaser of the Capital Securities.
"Institutional Trustee" has the meaning set forth in the Declaration.

      "Interest  Payment Date" means January 7, April 7, July 7 and October 7 of
each year, commencing on October 7, 2005, during the term of this Indenture.

      "Interest  Payment Period" means the period from and including an Interest
Payment Date, or in the case of the first Interest Payment Period,  the original
date of issuance of the Debt Securities,  to, but excluding, the next succeeding
Interest Payment Date or, in the case of the last Interest  Payment Period,  the
Redemption Date, Special Redemption Date or Maturity Date, as the case may be.

      "Interest  Rate" is defined to mean the Fixed Rate and Variable  Rate,  as
applicable.

      "Investment  Company Event" means the receipt by the Company and the Trust
of an Opinion of Counsel  experienced  in such matters to the effect that,  as a
result of a change in law or regulation or written change in  interpretation  or
application of law or regulation by any legislative  body,  court,  governmental
agency or regulatory  authority,  there is more than an insubstantial  risk that
the Trust is or, within 90 days of the date of such opinion will be,  considered
an "investment  company" that is required to be registered  under the Investment
Company Act of 1940,  as amended,  which change or  prospective  change  becomes
effective or would become effective, as the case may be, on or after the date of
the original issuance of the Debt Securities.

      "LIBOR" means the London  Interbank  Offered Rate for U.S. Dollar deposits
in Europe as determined by the Calculation Agent according to Section 2.10(b).

      "LIBOR  Banking  Day" has the  meaning  set forth in  Section  2.10(b)(1).
"LIBOR  Business  Day" has the meaning set forth in Section  2.10(b)(1).  "LIBOR
Determination Date" has the meaning set forth in Section 2.10(b).


                                      -4-
<PAGE>

      "Liquidation  Amount"  means the  liquidation  amount of $1,000  per Trust
Security. "Maturity Date" means July 7, 2035. "Notice" has the meaning set forth
in Section 2.11.

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

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

      "OTS" means the Office of Thrift  Supervision  and any  successor  federal
agency that is primarily  responsible  for  regulating the activities of savings
and loan holding companies.

      "Outstanding"  means when used with reference to Debt Securities,  subject
to the provisions of Section 7.04,  means,  as of any particular  time, all Debt
Securities  authenticated  and  delivered  by the Trustee or the  Authenticating
Agent under this Indenture, except

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

      (b) Debt Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and  segregated  in trust by the Company (if the Company  shall act as its
own Paying Agent); provided, that, if such Debt Securities, or portions thereof,
are to be redeemed prior to maturity  thereof,  notice of such redemption  shall
have been given as provided in Articles X and XIV or provision  satisfactory  to
the Trustee shall have been made for giving such notice; and

      (c) Debt  Securities  paid  pursuant  to Section  2.06 or in lieu of or in
substitution for which other Debt Securities shall have been  authenticated  and
delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the
Company and the Trustee is presented  that any such Debt  Securities are held by
bona fide  holders in due  course.  "Paying  Agent" has the meaning set forth in
Section 3.04(e).

      "Person" means any individual,  corporation,  limited  liability  company,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated organization or government or any agency or political subdivision
thereof.


                                      -5-
<PAGE>

      "Predecessor  Security"  of  any  particular  Debt  Security  means  every
previous  Debt  Security  evidencing  all or a portion  of the same debt as that
evidenced  by such  particular  Debt  Security;  and,  for the  purposes of this
definition,  any Debt Security authenticated and delivered under Section 2.06 in
lieu of a lost,  destroyed or stolen Debt  Security  shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

      "Principal  Office of the  Trustee"  means the office of the  Trustee,  at
which at any particular  time its corporate  trust business shall be principally
administered,  which at all times shall be located  within the United States and
at the time of the execution of this Indenture shall be 919 Market Street, Suite
700, Wilmington, DE 19801.

      "Redemption Date" has the meaning set forth in Section 10.01.

      "Redemption  Price"  means  100%  of the  principal  amount  of  the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date or, in the case of a redemption  due to the
occurrence  of a Special  Event to the Special  Redemption  Date if such Special
Redemption Date is on or after July 7, 2010.

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

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

      "Senior  Indebtedness"  means,  with  respect  to  the  Company,  (i)  the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company;
(ii) all capital lease obligations of the Company;  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title  retention  agreement  (but  excluding  trade  accounts  payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the  reimbursement  of any letter of credit,  any banker's  acceptance,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar  credit or other  transaction;  (v) all  obligations  of the type
referred to in clauses (i) through  (iv) above of other  Persons for the payment
of which  the  Company  is  responsible  or  liable  as  obligor,  guarantor  or
otherwise;  and (vi) all  obligations  of the type  referred  to in clauses  (i)
through (v) above of other Persons  secured by any lien on any property or asset
of the  Company  (whether  or not such  obligation  is assumed by the  Company),
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred, unless (1) with the prior


                                      -6-
<PAGE>

approval of the Federal  Reserve if not  otherwise  generally  approved,  in the
instrument  creating  or  evidencing  the same or  pursuant to which the same is
outstanding,  it is provided that such  obligations are not superior or are pari
passu in right of payment to the Debt  Securities;  or (2) the  Federal  Reserve
shall  hereafter  classify or otherwise  recognize  any such  obligation as pari
passu or subordinate to the Debt Securities.

      "Special Event" means any of a Tax Event, an Investment Company Event or a
Capital Treatment Event.  "Special Redemption Date" has the meaning set forth in
Section 10.02.

      "Special  Redemption  Price" means (1) if the Special  Redemption  Date is
before July 7, 2010, One Hundred  Percent (105%) of the principal  amount of the
Debt Securities to be redeemed plus any accrued and unpaid  interest  thereon to
the date of such redemption or (2) if the Special Redemption Date is on or after
July 7, 2010, the Redemption Price for such Special Redemption Date.

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

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


                                      -7-
<PAGE>

from distributions to holders of Trust Securities, more than a de minimis amount
of other taxes  (including  withholding  taxes),  duties,  assessments  or other
governmental charges.

      "Trust" means Matrix Bancorp  Capital Trust VIII,  the Delaware  statutory
trust,  or any other similar  trust  created for the purpose of issuing  Capital
Securities  in  connection  with the  issuance  of Debt  Securities  under  this
Indenture, of which the Company is the sponsor.

      "Trust  Indenture  Act" means the Trust  Indenture Act of 1939, as amended
from time-to-time, or any successor legislation.

      "Trust  Securities"  means Common  Securities  and Capital  Securities  of
Matrix Bancorp Capital Trust VIII.

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

      "United  States"  means the United  States of America and the  District of
Columbia.

      "U.S.  Person" has the meaning  given to United States Person as set forth
in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

                  "Variable  Rate" means a per annum rate of interest,  equal to
LIBOR plus 1.69%, as determined on the LIBOR  Determination  Date preceding each
Interest Payment Date, reset quarterly,  commencing upon expiration of the Fixed
Rate Period.

                                   ARTICLE II

                                DEBT SECURITIES

      SECTION 2.01. Authentication and Dating.

      Upon the  execution and delivery of this  Indenture,  or from time to time
thereafter,  Debt Securities in an aggregate  principal  amount not in excess of
$7,732,000  may be  executed  and  delivered  by the  Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery  said Debt  Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors,  Vice  Chairman,  President or
Chief  Financial  Officer or one of its Vice  Presidents,  without  any  further
action by the Company  hereunder.  In authenticating  such Debt Securities,  and
accepting the  additional  responsibilities  under this Indenture in relation to
such Debt Securities,  the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant  Secretary or other  officers  with
appropriate delegated authority of the Company as the case may be.

      The Trustee  shall have the right to decline to  authenticate  and deliver
any Debt Securities under this Section if the Trustee, being advised by counsel,
determines that such action


                                      -8-
<PAGE>

may not  lawfully  be taken or if a  Responsible  Officer of the Trustee in good
faith  shall  determine  that such action  would  expose the Trustee to personal
liability to existing Securityholders.

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

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

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

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

      WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but
solely as trustee

                           By_______________________
                                Authorized Officer

      SECTION 2.03. Form and Denomination of Debt Securities.

      The Debt  Securities  shall be  substantially  in the  form of  Exhibit  A
hereto.  The Debt Securities shall be in registered,  certificated  form without
coupons and in minimum  denominations  of $100,000 and any multiple of $1,000 in
excess thereof.  The Debt Securities shall be numbered,  lettered,  or otherwise
distinguished  in such manner or in  accordance  with such plans as the officers
executing the same may  determine  with the approval of the Trustee as evidenced
by the execution and  authentication  thereof.

      SECTION 2.04. Execution of Debt Securities.

      The Debt  Securities  shall be  signed  in the name and on  behalf  of the
Company by the manual or  facsimile  signature  of its  Chairman of the Board of
Directors,  Vice Chairman,  President or Chief  Financial  Officer or one of its
Executive  Vice  Presidents,  Senior  Vice  Presidents  or Vice  Presidents,  by
facsimile  or  otherwise,  and  which  need  not be  attested.  Only  such  Debt
Securities as shall bear thereon a certificate of  authentication  substantially
in the form herein before recited, executed by the Trustee or the Authenticating
Agent by the manual signature of an authorized officer, shall be entitled to the
benefits of this  Indenture  or be valid or  obligatory  for any  purpose.  Such
certificate  by the Trustee or the  Authenticating  Agent upon any Debt Security
executed by the Company shall be  conclusive  evidence that the Debt Security so
authenticated has been duly  authenticated and delivered  hereunder and that the
holder is entitled to the benefits of this Indenture.

      In case any  officer of the  Company who shall have signed any of the Debt
Securities  shall cease to be such officer before the Debt  Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company,  such Debt Securities  nevertheless may be
authenticated  and delivered or disposed of as though the Person who signed such
Debt Securities had not ceased to be such officer of the


                                      -9-
<PAGE>

Company;  and any Debt  Security  may be signed on behalf of the Company by such
Persons as, at the actual date of the execution of such Debt Security,  shall be
the proper  officers of the  Company,  although at the date of the  execution of
this Indenture any such person was not such an officer.

       Every Debt Security shall be dated the date of its authentication.

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

      The Company shall cause to be kept, at the office or agency maintained for
the purpose of  registration of transfer and for exchange as provided in Section
3.02, a register (the "Debt Security  Register") for the Debt Securities  issued
hereunder in which, subject to such reasonable  regulations as it may prescribe,
the  Company  shall  provide  for the  registration  and  transfer  of all  Debt
Securities  as provided in this  Article II. Such  register  shall be in written
form or in any other form capable of being  converted into written form within a
reasonable time.

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

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

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

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

      Notwithstanding  the  foregoing,  Debt  Securities  may not be transferred
except in  compliance  with the  restricted  securities  legend set forth below,
unless otherwise determined by


                                      -10-
<PAGE>

the Company in accordance  with  applicable law, which legend shall be placed on
each Debt Security:

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C)  PURSUANT TO AN  EXEMPTION
FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT TO AN  "ACCREDITED
INVESTOR"  WITHIN THE MEANING OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF AN "ACCREDITED  INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION  WITH,  ANY  DISTRIBUTION  IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE
COMPANY'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSES
(C) OR (D) TO REQUIRE  THE  DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION
AND/OR OTHER INFORMATION  SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED  FROM THE COMPANY.  THE HOLDER OF THIS SECURITY BY
ITS   ACCEPTANCE   HEREOF   AGREES  THAT  IT  WILL  COMPLY  WITH  THE  FOREGOING
RESTRICTIONS.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE  HEREOF  AGREES,  REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

      THE  HOLDER  OF  THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE"),
(EACH A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING  ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S  INVESTMENT  IN THE ENTITY  AND NO PERSON  INVESTING  "PLAN
ASSETS"


                                      -11-
<PAGE>

OF ANY PLAN MAY ACQUIRE OR HOLD THIS  SECURITY OR ANY INTEREST  THEREIN,  UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE  UNDER
U.S.    DEPARTMENT   OF   LABOR   PROHIBITED    TRANSACTION    CLASS   EXEMPTION
96-23,95-60,91-38,90-1  OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND  HOLDING OF THIS  SECURITY  IS NOT  PROHIBITED  BY  SECTION  406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER
OR  HOLDER  OF THIS  SECURITY  OR ANY  INTEREST  THEREIN  WILL BE DEEMED TO HAVE
REPRESENTED  BY ITS  PURCHASE  AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED  TRANSACTION UNDER SECTION
406 OF  ERISA OR  SECTION  4975 OF THE CODE  FOR  WHICH  THERE IS NO  APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

      IN CONNECTION WITH ANY TRANSFER,  THE HOLDER OF THIS SECURITY WILL DELIVER
TO THE COMPANY AND TRUSTEE SUCH  CERTIFICATES  AND OTHER  INFORMATION  AS MAY BE
REQUIRED  BY THE  INDENTURE  TO  CONFIRM  THAT THE  TRANSFER  COMPLIES  WITH THE
FOREGOING RESTRICTIONS.

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

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

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

      In case any Debt Security shall become mutilated or be destroyed,  lost or
stolen,  the Company  shall  execute,  and upon its written  request the Trustee
shall  authenticate  and  deliver,  a new Debt  Security  bearing  a number  not
contemporaneously outstanding, in exchange


                                      -12-
<PAGE>

and  substitution  for  the  mutilated  Debt  Security,  or in  lieu  of  and in
substitution for the Debt Security so destroyed,  lost or stolen.  In every case
the applicant for a substituted  Debt Security  shall furnish to the Company and
the Trustee  such  security or indemnity as may be required by them to save each
of them  harmless,  and,  in  every  case of  destruction,  loss or  theft,  the
applicant  shall also  furnish to the Company and the Trustee  evidence to their
satisfaction of the destruction,  loss or theft of such Debt Security and of the
ownership thereof.

      The  Trustee may  authenticate  any such  substituted  Debt  Security  and
deliver the same upon the written request or authorization of any officer of the
Company.  Upon the issuance of any  substituted  Debt Security,  the Company may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge that may be imposed in relation thereto and any other expenses  connected
therewith.  In case any Debt Security which has matured or is about to mature or
has been called for  redemption in full shall become  mutilated or be destroyed,
lost or stolen,  the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without  surrender  thereof  except in
the case of a mutilated  Debt  Security) if the applicant for such payment shall
furnish to the Company  and the Trustee  such  security or  indemnity  as may be
required by them to save each of them harmless and, in case of destruction, loss
or  theft,  evidence  satisfactory  to the  Company  and to the  Trustee  of the
destruction, loss or theft of such Security and of the ownership thereof.

      Every  substituted Debt Security issued pursuant to the provisions of this
Section  2.06 by virtue of the fact that any such Debt  Security  is  destroyed,
lost or stolen shall  constitute  an  additional  contractual  obligation of the
Company,  whether or not the  destroyed,  lost or stolen Debt Security  shall be
found at any time,  and shall be entitled to all the benefits of this  Indenture
equally and  proportionately  with any and all other Debt Securities duly issued
hereunder.  All  Debt  Securities  shall  be held and  owned  upon  the  express
condition  that,  to the extent  permitted  by  applicable  law,  the  foregoing
provisions  are  exclusive  with  respect  to  the  replacement  or  payment  of
mutilated,  destroyed, lost or stolen Debt Securities and shall preclude any and
all other  rights or  remedies  notwithstanding  any law or statute  existing or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

      SECTION 2.07. Temporary Debt Securities.

      Pending the  preparation of definitive  Debt  Securities,  the Company may
execute and the Trustee  shall  authenticate  and make  available  for  delivery
temporary Debt Securities  that are typed,  printed or  lithographed.  Temporary
Debt  Securities  shall  be  issuable  in  any  authorized   denomination,   and
substantially  in the form of the  definitive  Debt  Securities  but  with  such
omissions,  insertions and  variations as may be appropriate  for temporary Debt
Securities,  all as may be determined by the Company.  Every such temporary Debt
Security  shall be executed by the Company and be  authenticated  by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as the definitive Debt  Securities.  Without  unreasonable  delay,  the
Company  will  execute and deliver to the  Trustee or the  Authenticating  Agent
definitive  Debt  Securities and thereupon any or all temporary Debt  Securities
may be surrendered in exchange therefor,  at the Principal Office of the Trustee
or at any  office  or agency  maintained  by the  Company  for such  purpose  as
provided  in Section  3.02,  and the Trustee or the  Authenticating  Agent shall
authenticate and make available for delivery in exchange for such


                                      -13-
<PAGE>

temporary Debt Securities a like aggregate  principal  amount of such definitive
Debt  Securities.  Such exchange shall be made by the Company at its own expense
and  without  any  charge  therefor  except  that in case of any  such  exchange
involving a  registration  of transfer the Company may require  payment of a sum
sufficient  to cover  any  tax,  fee or other  governmental  charge  that may be
imposed in relation thereto.  Until so exchanged,  the temporary Debt Securities
shall in all respects be entitled to the same benefits  under this  Indenture as
definitive Debt Securities authenticated and delivered hereunder.

      SECTION 2.08. Payment of Interest.

      During the Fixed Rate Period, each Debt Security will bear interest at the
Fixed  Rate.  Thereafter  each  Debt  Security  will bear  interest  at the then
applicable  Variable Rate from and including  each  Interest  Payment Date,  but
excluding, the next succeeding Interest Payment Date or, in the case of the last
Interest  Payment  Period,  the  Redemption  Date,  Special  Redemption  Date or
Maturity Date, as applicable, on the principal thereof, on any overdue principal
and (to the extent that payment of such interest is enforceable under applicable
law) on Deferred Interest and on any overdue  installment of interest (including
Defaulted  Interest),  payable (subject to the provisions of Article XV) on each
Interest Payment Date commencing on September 7, 2005. Interest and any Deferred
Interest on any Debt  Security that is payable,  and is punctually  paid or duly
provided for by the Company,  on any Interest  Payment Date shall be paid to the
Person in whose name said Debt Security (or one or more Predecessor  Securities)
is  registered  at the close of  business  on the  regular  record date for such
interest installment,  except that interest and any Deferred Interest payable on
the Maturity Date, the Redemption  Date, or the Special  Redemption Date, as the
case may be, shall be paid to the Person to whom  principal is paid. In (i) case
the Maturity  Date of any Debt Security or (ii) the event that any Debt Security
or  portion  thereof  is  called  for  redemption  and  the  redemption  date is
subsequent  to a regular  record date with respect to any Interest  Payment Date
and either on or prior to such  Interest  Payment  Date,  interest  on such Debt
Security will be paid upon presentation and surrender of such Debt Security.

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


                                      -14-
<PAGE>

of such special  record date and, in the name and at the expense of the Company,
shall cause notice of the proposed  payment of such  Defaulted  Interest and the
special record date therefor to be mailed,  first class postage prepaid, to each
Securityholder  at  his or her  address  as it  appears  in  the  Debt  Security
Register,  not less than ten days prior to such special  record date.  Notice of
the proposed  payment of such  Defaulted  Interest  and the special  record date
therefor having been mailed as aforesaid,  such Defaulted Interest shall be paid
to the  Persons  in whose  names  such  Debt  Securities  (or  their  respective
Predecessor   Securities)  are  registered  on  such  special  record  date  and
thereafter  the Company shall have no further  payment  obligation in respect of
the Defaulted Interest.

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

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

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

      SECTION 2.09. Cancellation of Debt Securities Paid, etc.

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

      SECTION 2.10. Computation of Interest.

      (a) From June 30, 2005 until July 7, 2010 (the "Fixed Rate  Period"),  the
interest  shall be  computed  on the  basis of a 360-day  year of twelve  30-day
months and the amount  payable for any partial  period  shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve  30-day  months.
Upon expiration of the Fixed Rate Period, the amount of interest payable for any
Interest  Payment Period will be computed on the basis of a 360-day year and the
actual  number  of days  elapsed  in the  relevant  interest  period;  provided,
however,  that upon the  occurrence  of a Special Event  Redemption  pursuant to
Section 10.02 the amounts payable pursuant to this Indenture shall be calculated
as set forth in the definition of Special Redemption Price.


                                      -15-
<PAGE>

      (b) Upon  expiration  of the Fixed Rate  Period,  LIBOR,  for any Interest
Payment Period,  shall be determined by the Calculation Agent in accordance with
the following provisions:

            (1) On the second  LIBOR  Business Day  (provided,  that on such day
      commercial  banks are open for  business  (including  dealings  in foreign
      currency  deposits) in London (a "LIBOR Banking  Day"),  and otherwise the
      next preceding  LIBOR Business Day that is also a LIBOR Banking Day) prior
      to the January 15, April 15, July 15 and October 15 immediately succeeding
      the  commencement of such Interest Payment Period (or, with respect to the
      first Interest Payment Period subsequent to the Fixed Rate Period, on July
      15, 2010) (each such day, a "LIBOR  Determination  Date" for such Interest
      Payment  Period),   the  Calculation  Agent  shall  obtain  the  rate  for
      three-month U.S. Dollar deposits in Europe, which appears on Telerate Page
      3750 (as defined in the International  Swaps and Derivatives  Association,
      Inc. 2000 Interest Rate and Currency  Exchange  Definitions) or such other
      page as may replace such  Telerate  Page 3750 on the  Moneyline  Telerate,
      Inc. service (or such other service or services as may be nominated by the
      British Banker's  Association as the information vendor for the purpose of
      displaying London interbank offered rates for U.S. dollar deposits), as of
      11:00 a.m. (London time) on such LIBOR Determination Date, and the rate so
      obtained shall be LIBOR for such Interest Payment Period.  "LIBOR Business
      Day"  means any day that is not a  Saturday,  Sunday or other day on which
      commercial  banking  institutions  in The City of New York or  Wilmington,
      Delaware are  authorized  or  obligated  by law or  executive  order to be
      closed.  If such rate is  superseded  on Telerate Page 3750 by a corrected
      rate before 12:00 noon (London time) on the same LIBOR Determination Date,
      the  corrected  rate as so  substituted  will be LIBOR  for that  Interest
      Payment Period.

            (2) If, on any LIBOR  Determination  Date, such rate does not appear
      on Telerate Page 3750 or such other page as may replace such Telerate Page
      3750 on the  Moneyline  Telerate,  Inc.  service (or such other service or
      services as may be nominated by the British  Banker's  Association  as the
      information  vendor for the purpose of displaying London interbank offered
      rates for U.S. dollar deposits), the Calculation Agent shall determine the
      arithmetic  mean of the  offered  quotations  of the  Reference  Banks (as
      defined  below)  to  leading  banks in the  London  Interbank  market  for
      three-month U.S. Dollar deposits in Europe (in an amount determined by the
      Calculation   Agent)  by  reference  to  requests  for  quotations  as  of
      approximately  11:00 a.m.  (London time) on the LIBOR  Determination  Date
      made by the  Calculation  Agent to the Reference  Banks.  If, on any LIBOR
      Determination  Date,  at least two of the  Reference  Banks  provide  such
      quotations,  LIBOR shall equal the arithmetic mean of such quotations. If,
      on any LIBOR  Determination  Date, only one or none of the Reference Banks
      provide such a quotation,  LIBOR shall be deemed to be the arithmetic mean
      of the offered  quotations  that at least two leading banks in the City of
      New York  (as  selected  by the  Calculation  Agent)  are  quoting  on the
      relevant LIBOR  Determination Date for three-month U.S. Dollar deposits in
      Europe at approximately  11:00 a.m. (London time) (in an amount determined
      by the Calculation Agent). As used herein,


                                      -16-
<PAGE>

      "Reference  Banks" means four major banks in the London  Interbank  market
      selected by the Calculation Agent.

            (3) If the Calculation  Agent is required but is unable to determine
      a rate in accordance  with at least one of the procedures  provided above,
      LIBOR for the applicable  Interest Payment Period shall be LIBOR in effect
      for the immediately preceding Interest Payment Period.

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

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

      SECTION 2.11. Extension of Interest Payment Period.

      So long as no Event of Default has occurred and is continuing, the Company
shall have the right, from time to time and without causing an Event of Default,
to defer  payments of interest on the Debt  Securities by extending the interest
distribution  period  on the Debt  Securities  at any time and from time to time
during the term of the Debt Securities,  for up to twenty consecutive  quarterly
periods  (each  such  extended  interest   distribution  period,  an  "Extension
Period"),  during which  Extension  Period no interest  shall be due and payable
(except any  Additional  Interest  that may be due and  payable).  No  Extension
Period may end on a date other than an Interest  Payment  Date or extend  beyond
the Maturity Date, any Redemption  Date or any Special  Redemption  Date, as the
case may be.  During any Extension  Period,  interest will continue to accrue on
the Debt  Securities,  and  interest  on such  accrued  interest  (such  accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an annual  rate equal to the  Interest  Rate  applicable  during  such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by law. No interest  or  Deferred  Interest  shall be due and payable
during an Extension  Period,  except at the end thereof.  At the end of any such
Extension  Period the Company  shall pay all Deferred  Interest then accrued and
unpaid on the Debt Securities;  provided,  however, that no Extension Period may
extend beyond the Maturity Date; and provided further,  however, that during any
such  Extension  Period,  the Company shall be subject to the  restrictions  set
forth  in  Section  3.08 of this  Indenture.  Prior  to the  termination  of any
Extension  Period,  the Company may further extend such period,  provided,  that
such period


                                      -17-
<PAGE>

together with all such previous and further consecutive extensions thereof shall
not exceed twenty consecutive  quarterly periods,  or extend beyond the Maturity
Date. Upon the  termination of any Extension  Period and upon the payment of all
Deferred Interest,  the Company may commence a new Extension Period,  subject to
the  foregoing  requirements.  The Company  must give the Trustee  notice of its
election to begin such Extension  Period  ("Notice") at least five Business Days
prior to the next succeeding Interest Payment Date on which interest on the Debt
Securities  would  have been  payable  except  for the  election  to begin  such
Extension  Period.  The Notice shall  describe,  in reasonable  detail,  why the
Company has elected to begin an Extension  Period.  The Notice shall acknowledge
and  affirm the  Company's  understanding  that it is  prohibited  from  issuing
dividends and other  distributions  during the Extension Period. Upon receipt of
the Notice,  an Initial  Purchaser shall have the right, at its sole discretion,
to disclose  the name of the  Company,  the fact that the Company has elected to
begin an Extension Period and other information that such Initial Purchaser,  at
its sole  discretion,  deems  relevant  to the  company's  election  to begin an
Extension  Period.  The Trustee shall give notice of the  Company's  election to
begin a new Extension Period to the Securityholders.

      SECTION 2.12. CUSIP Numbers.

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

      SECTION 2.13. Global Debentures.

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

      (b)  Notwithstanding  any other  provision  in this  Indenture,  no Global
Debenture may be exchanged in whole or in part for Debt  Securities  registered,
and no transfer of a Global Debenture in whole or in part may be registered,  in
the name of any Person other than the Depositary for such Global  Debenture or a
nominee thereof unless (i) such  Depositary  advises the Trustee and the Company
in  writing  that such  Depositary  is no  longer  willing  or able to  properly
discharge  its  responsibilities  as  Depositary  with  respect  to such  Global
Debenture,  and no qualified successor is appointed by the Company within ninety
(90) days of receipt by the Company of such notice,  (ii) such Depositary ceases
to be a clearing  agency  registered  under the Exchange Act and no successor is
appointed by the Company  within ninety (90) days after  obtaining  knowledge of
such event, (iii) the Company executes and delivers to the Trustee a


                                      -18-
<PAGE>

Company Order stating that the Company elects to terminate the book-entry system
through the  Depositary  or (iv) an Event of Default  shall have occurred and be
continuing.  Upon the  occurrence  of any event  specified in clause (i),  (ii),
(iii) or (iv) above,  the Trustee shall notify the  Depositary  and instruct the
Depositary to notify all owners of beneficial interests in such Global Debenture
of the occurrence of such event and of the  availability  of Debt  Securities to
such owners of beneficial  interests  requesting the same.  Upon the issuance of
such Debt Securities and the registration in the Debt Security  Register of such
Debt Securities in the names of the holders of the beneficial interests therein,
the Trustee  shall  recognize  such holders of  beneficial  interests as holders
thereof.

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

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

      (e)  Debt  Securities   distributed  to  holders  of  Book-Entry   Capital
Securities (as defined in the Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Debentures  registered in
the name of a Depositary or its nominee,  and deposited with the Debt 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
Debt Securities represented thereby (or such other accounts as they may direct).
Debt  Securities  distributed  to  holders  of  Capital  Securities  other  than
Book-Entry  Capital  Securities  upon the  dissolution of the Trust shall not be
issued  in the  form  of a  Global  Debenture  or any  other  form  intended  to
facilitate book-entry trading in beneficial interests in such Debt Securities.

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


                                      -19-
<PAGE>

beneficial  interest  in a Global  Debenture  shall be  shown  only on,  and the
transfer of such interest shall be effected only through,  records maintained by
the  Depositary  or  its  nominee  or  its  Depositary  Participants.  The  Debt
Securities  registrar  and the  Trustee  shall  be  entitled  to deal  with  the
Depositary  for all purposes of this  Indenture  relating to a Global  Debenture
(including  the  payment of  principal  and  interest  thereon and the giving of
instructions  or directions by owners of  beneficial  interests  therein and the
giving of  notices) as the sole  holder of the Debt  Security  and shall have no
obligations to the owners of beneficial  interests therein.  Neither the Trustee
nor the Debt  Securities  registrar  shall have any  liability in respect of any
transfers affected by the Depositary.

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

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

                                   ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

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

      (a) The Company  covenants and agrees that it will duly and punctually pay
or cause to be paid all payments due on the Debt Securities at the place, at the
respective  times and in the  manner  provided  in this  Indenture  and the Debt
Securities.  At the option of the Company,  each  installment of interest on the
Debt  Securities may be paid (i) by mailing checks for such interest  payable to
the order of the holders of Debt Securities  entitled  thereto as they appear on
the Debt  Security  Register  or (ii) by wire  transfer  to any  account  with a
banking  institution  located in the United States  designated by such Person to
the Paying Agent no later than the related record date.

      (b) The Company will treat the Debt  Securities as  indebtedness,  and the
interest  payable in respect of such Debt  Securities as interest,  for all U.S.
federal  income tax  purposes.  All payments in respect of such Debt  Securities
will be made free and clear of U.S.


                                      -20-
<PAGE>

withholding  tax to any  beneficial  owner thereof that has provided an Internal
Revenue Service Form W-8 BEN (or any substitute or successor form)  establishing
its non-U.S. status for U.S. federal income tax purposes.

      (c) As of the date of this Indenture,  the Company  represents that it has
no  intention  to exercise  its right under  Section  2.11 to defer  payments of
interest on the Debt Securities by commencing an Extension Period.

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

      SECTION 3.02. Offices for Notices and Payments, etc.

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

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


                                      -21-
<PAGE>

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

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

      SECTION 3.04. Provision as to Paying Agent.

      (a) If the Company shall appoint a Paying Agent other than the Trustee, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the  Trustee,  subject to the  provision of
this Section 3.04:

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

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

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

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

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

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

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


                                      -22-
<PAGE>

      (e) The Company  hereby  initially  appoints  the Trustee to act as Paying
Agent (the "Paying Agent").

      SECTION 3.05. Certificate to Trustee.

      The  Company  will  deliver to the Trustee on or before 120 days after the
end of each fiscal year, so long as Debt Securities are outstanding hereunder, a
Certificate  stating  that in the course of the  performance  by the  signers of
their duties as officers of the Company they would  normally  have  knowledge of
any default by the Company in the  performance  of any  covenants of the Company
contained herein, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

      SECTION 3.06. Additional Interest.

      If and for so long as the Trust is the holder of all Debt  Securities  and
is subject to or  otherwise  required to pay,  or is  required to withhold  from
distributions  to holders of Trust  Securities,  any additional taxes (including
withholding  taxes),  duties,  assessments  or other  governmental  charges as a
result  of a Tax  Event,  the  Company  will pay such  additional  amounts  (the
"Additional  Interest") on the Debt  Securities as shall be required so that the
net amounts  received and retained by the Trust for  distribution  to holders of
Trust  Securities  after  paying  all  taxes  (including  withholding  taxes  on
distributions  to holders of Trust  Securities),  duties,  assessments  or other
governmental  charges will be equal to the amounts the Trust would have received
and retained for  distribution to holders of Trust  Securities  after paying all
taxes  (including  withholding  taxes  on  distributions  to  holders  of  Trust
Securities),  duties,  assessments  or  other  governmental  charges  if no such
additional taxes,  duties,  assessments or other  governmental  charges had been
imposed.  Whenever in this Indenture or the Debt Securities there is a reference
in any context to the payment of principal of or premium, if any, or interest on
the Debt Securities, such mention shall be deemed to include mention of payments
of the Additional Interest provided for in this paragraph to the extent that, in
such context, Additional Interest is, was or would be payable in respect thereof
pursuant to the provisions of this paragraph and express  mention of the payment
of Additional  Interest (if  applicable) in any  provisions  hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such
express mention is not made, provided, however, that notwithstanding anything to
the contrary  contained in this Indenture or any Debt Security,  the deferral of
the payment of interest  during an  Extension  Period  pursuant to Section  2.11
shall not defer  the  payment  of any  Additional  Interest  that may be due and
payable.

      SECTION 3.07. Compliance with Consolidation Provisions.

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


                                      -23-
<PAGE>

      SECTION 3.08. Limitation on Dividends.

      If Debt Securities are initially  issued to the Trust or a trustee of such
Trust  in  connection  with  the  issuance  of  Trust  Securities  by the  Trust
(regardless  of whether Debt  Securities  continue to be held by such Trust) and
(i) there shall have occurred and be  continuing  an Event of Default,  (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or (iii) the Company shall have given notice of
its election to defer  payments of interest on the Debt  Securities by extending
the interest  distribution  period as provided  herein and such  period,  or any
extension thereof, shall have commenced and be continuing,  then the Company may
not (A) declare or pay any dividends or distributions  on, or redeem,  purchase,
acquire,  or make a  liquidation  payment with respect to, any of the  Company's
capital stock or (B) make any payment of principal of or interest or premium, if
any, on or repay,  repurchase or redeem any debt  securities of the Company that
rank  pari  passu  in all  respects  with or  junior  in  interest  to the  Debt
Securities or (C) make any payment under any guarantees of the Company that rank
pari passu in all respects with or junior in interest to the Capital  Securities
Guarantee  (other than (a)  repurchases,  redemptions or other  acquisitions  of
shares of capital  stock of the Company (I) in  connection  with any  employment
contract,  benefit plan or other similar  arrangement with or for the benefit of
one or more employees,  officers,  directors or consultants,  (II) in connection
with a dividend  reinvestment  or  stockholder  stock  purchase plan or (III) in
connection  with the  issuance of capital  stock of the  Company (or  securities
convertible into or exercisable for such capital stock),  as consideration in an
acquisition  transaction  entered into prior to the  occurrence  of (i), (ii) or
(iii) above, (b) as a result of any exchange,  reclassification,  combination or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock.

      SECTION 3.09. Covenants as to the Trust.

      For so long as such Trust Securities remain outstanding, the Company shall
maintain 100% ownership of the Common Securities;  provided,  however,  that any
permitted  successor of the Company under this Indenture  that is a U.S.  Person
may succeed to the Company's  ownership of such Common Securities.  The Company,
as owner of the Common Securities,  shall use commercially reasonable efforts to
cause the Trust (a) to remain a statutory  trust,  except in  connection  with a
distribution  of  Debt  Securities  to  the  holders  of  Trust   Securities  in
liquidation  of the Trust,  the  redemption  of all of the Trust  Securities  or
certain  mergers,  consolidations  or  amalgamations,  each as  permitted by the
Declaration,  (b) to otherwise  continue to be classified as a grantor trust for
United States  federal income tax purposes and (c) to cause each holder of Trust
Securities to be treated as owning an undivided  beneficial interest in the Debt
Securities.


                                      -24-
<PAGE>

                                   ARTICLE IV

                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

      SECTION 4.01. Securityholders' Lists.

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

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

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

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

      SECTION 4.02. Preservation and Disclosure of Lists.

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

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

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

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


                                      -25-
<PAGE>

      If the Trustee  shall elect not to afford such  applicants  access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each  Securityholder of Debt Securities whose name and address appear in
the  information  preserved  at the time by the Trustee in  accordance  with the
provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or
other   communication  which  is  specified  in  such  request  with  reasonable
promptness  after a tender to the  Trustee of the  material  to be mailed and of
payment,  or provision for the payment,  of the reasonable  expenses of mailing,
unless  within  five days  after such  tender,  the  Trustee  shall mail to such
applicants and file with the Securities and Exchange Commission, if permitted or
required by applicable law, together with a copy of the material to be mailed, a
written  statement  to the effect  that,  in the  opinion of the  Trustee,  such
mailing  would be  contrary  to the best  interests  of the  holders of all Debt
Securities, as the case may be, or would be in violation of applicable law. Such
written  statement shall specify the basis of such opinion.  If said Commission,
as permitted or required by applicable law, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such  objections  or if,  after the entry of an order
sustaining one or more of such  objections,  said Commission  shall find,  after
notice and  opportunity  for hearing,  that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Securityholders  with reasonable  promptness after the
entry of such order and the renewal of such tender;  otherwise the Trustee shall
be  relieved  of any  obligation  or duty to such  applicants  respecting  their
application.

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

                                    ARTICLE V

          REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                                     DEFAULT

      SECTION 5.01. Events of Default.

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

      (a) the  Company  defaults in the  payment of any  interest  upon any Debt
Security when it becomes due and payable,  and continuance of such default for a
period of 30 days;  for the  avoidance  of doubt,  an  extension of any interest
distribution  period by the  Company in  accordance  with  Section  2.11 of this
Indenture shall not constitute a default under this clause 5.01(a); or

      (b)  the  Company  defaults  in the  payment  of all  or any  part  of the
principal of (or premium,  if any, on) any Debt  Securities as and when the same
shall become due and payable


                                      -26-
<PAGE>

either at maturity, upon redemption,  by declaration of acceleration pursuant to
Section 5.01 of this Indenture or otherwise; or

      (c) the Company  defaults in the performance  of, or breaches,  any of its
covenants or agreements in Sections 3.06,  3.07, 3.08 or 3.09 of this Indenture,
and  continuance  of such  default or breach for a period of 30 days after there
has been given,  by registered or certified  mail, to the Company by the Trustee
or to the  Company  and the  Trustee  by the  holders  of not  less  than 25% in
aggregate principal amount of the outstanding Debt Securities,  a written notice
specifying  such  default or breach and  requiring it to be remedied and stating
that such notice is a "Notice of Default' hereunder; or

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

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

      (f)  the  Trust  shall  have  voluntarily  or  involuntarily   liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with (1) the  distribution  of the Debt Securities to holders of the
Trust  Securities  in  liquidation  of their  interests  in the  Trust,  (2) the
redemption of all of the outstanding  Trust  Securities or (3) certain  mergers,
consolidations or amalgamations, each as permitted by the Declaration.

      (g) the Company shall cease to be subject to regulation or  supervision by
the Federal Reserve or OTS, as applicable (or any successor  federal  regulatory
authority having jurisdiction over bank or savings and loan holding companies).

      If an Event of Default  specified under clause (a), (b), (d), (e), (f), or
(g) of this Section 5.01 (each an "Acceleration Event") occurs and is continuing
with  respect  to the Debt  Securities,  then,  and in each and every such case,
unless the principal of the Debt  Securities  shall have already  become due and
payable,  either the  Trustee or the  holders of not less than 25% in  aggregate
principal amount of the Debt Securities then outstanding hereunder, by notice in
writing to the  Company  (and to the Trustee if given by  Securityholders),  may
declare  the entire  principal  of the Debt  Securities  and any premium and the
interest  accrued,  but  unpaid,   thereon,  if  any,  to  be  due  and  payable
immediately, and upon any such declaration the same shall become immediately due
and  payable.  If the Company  shall cease to be subject to the  supervision  or
regulation of the Federal  Reserve or the OTS, as the case may be, then the term
"Acceleration Event" shall be defined to include clause (c) of this Section 5.01
as an Event of Default resulting


                                      -27-
<PAGE>

in  acceleration  of payment of the Debt  Securities to the same extent provided
for clauses (a), (b), (d), (e), (f), and (g) of this Section 5.01.

      Anything in this Section 5.01 to the contrary notwithstanding, if an Event
of Default  specified  under clause (c) occurs and is  continuing,  then, and in
each and every  such  case,  the  Trustee,  in its own name and as trustee of an
express trust,  shall pursue all available remedies at law and/or equity against
the Company. The Company acknowledges and affirms that in the event of breach of
such covenants and agreements referenced in clause (c) of this Section 5.01, the
damages to the holders of the Debt Securities and the Capital  Securities may be
difficult or  impossible to  ascertain.  Therefore,  in addition to any remedies
available at law for breach of any or all of said covenants or  agreements,  the
holders of the Debt Securities and the Capital  Securities  shall be entitled to
injunctive or other  equitable  relief in  connection  with the violation of any
such covenants or agreements referenced in Section 5.01(c).

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

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

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

      The Company  covenants that upon the occurrence of an Acceleration  Event,
the Company will pay to the Trustee,  for the benefit of the holders of the Debt
Securities, the whole


                                      -28-
<PAGE>

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

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

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


                                      -29-
<PAGE>

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

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

      SECTION 5.03. Application of Moneys Collected by Trustee.

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

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

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

      Third:  To the  payment  of the  amounts  then due and  unpaid  upon  Debt
Securities,  in  respect  of which or for the  benefit  of which  money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due on such Debt Securities; and

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

      SECTION 5.04. Proceedings by Securityholders.

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


                                      -30-
<PAGE>

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

      SECTION 5.05. Proceedings by Trustee.

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

      SECTION 5.06. Remedies Cumulative and Continuing.

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

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

      The  holders  of a  majority  in  aggregate  principal  amount of the Debt
Securities  affected  (voting as one class) at the time  outstanding and, if the
Debt Securities are held by the Trust or a trustee of the Trust,  the holders of
a majority in aggregate liquidation amount of the outstanding Capital Securities
of the  Trust  shall  have the right to direct  the  time,  method  and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any  trust  or  power  conferred  on the  Trustee  with  respect  to  such  Debt
Securities; provided, however, that if the Debt Securities are held by the Trust
or a trustee of the Trust, such time, method and place or such exercise,  as the
case may be, may not be so directed until the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the Trust shall have
directed  such  time,  method  and place or such  exercise,  as the case may be;
provided,  further, that (subject to the provisions of Section 6.01) the Trustee
shall  have the right to decline to follow  any such  direction  if the  Trustee
being advised by counsel shall determine that the action so


                                      -31-
<PAGE>

directed  would be unjustly  prejudicial  to the holders not taking part in such
direction or if the Trustee being advised by counsel  determines that the action
or proceeding so directed may not lawfully be taken or if a Responsible  Officer
of the Trustee shall  determine that the action or proceedings so directed would
involve  the  Trustee  in  personal  liability.  Prior  to  any  declaration  of
acceleration, or ipso facto acceleration of the maturity of the Debt Securities,
the holders of a majority in aggregate  principal  amount of the Debt Securities
at  the  time  outstanding  may on  behalf  of the  holders  of all of the  Debt
Securities  waive (or modify any previously  granted waiver of) any past default
or Event of Default and its consequences, except a default (a) in the payment of
principal of, premium, if any, or interest on any of the Debt Securities, (b) in
respect of  covenants or  provisions  hereof which cannot be modified or amended
without  the  consent of the holder of each Debt  Security  affected,  or (c) in
respect of the covenants contained in Section 3.09; provided,  however,  that if
the Debt Securities are held by the Trust or a trustee of the Trust, such waiver
or  modification  to such waiver shall not be  effective  until the holders of a
majority in Liquidation  Amount of the Trust  Securities of the Trust shall have
consented to such waiver or modification to such waiver; provided, further, that
if the consent of the holder of each outstanding Debt Security is required, such
waiver or  modification  to such waiver shall not be effective until each holder
of the outstanding  Capital Securities of the Trust shall have consented to such
waiver or modification  to such waiver.  Upon any such waiver or modification to
such waiver,  the Default or Event of Default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities  shall be restored to their former  positions and
rights  hereunder,  respectively;  but no such  waiver or  modification  to such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right  consequent  thereon.  Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.07, said Default
or Event of  Default  shall for all  purposes  of the Debt  Securities  and this
Indenture be deemed to have been cured and to be not continuing.

      SECTION 5.08. Notice of Defaults.

      The  Trustee  shall,  within 90 days  after a  Responsible  Officer of the
Trustee shall have actual knowledge or received written notice of the occurrence
of a Default with respect to the Debt Securities,  mail to all  Securityholders,
as the  names  and  addresses  of such  holders  appear  upon the Debt  Security
Register,  notice of all Defaults with respect to the Debt  Securities  known to
the  Trustee,  unless such  defaults  shall have been cured before the giving of
such notice (the term  "defaults"  for the  purpose of this  Section  5.08 being
hereby defined to be the events  specified in subsections (a), (b), (c), (d) and
(e) of Section  5.01,  not  including  periods of grace,  if any,  provided  for
therein);  provided,  that,  except in the case of default in the payment of the
principal of, premium,  if any, or interest on any of the Debt  Securities,  the
Trustee  shall be  protected  in  withholding  such  notice  if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders.

      SECTION 5.09. Undertaking to Pay Costs.

      All parties to this Indenture  agree, and each holder of any Debt Security
by such holder's  acceptance  thereof  shall be deemed to have agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit


                                      -32-
<PAGE>

against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party  litigant in such suit of an  undertaking  to pay the costs of such
suit,  and that  such  court  may in its  discretion  assess  reasonable  costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such  suit,  having  due  regard to the  merits  and good faith of the claims or
defenses made by such party  litigant;  but the  provisions of this Section 5.09
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Securityholder,  or group of Securityholders,  holding in the aggregate more
than 10% in principal amount of the Debt Securities (or, if such Debt Securities
are held by the Trust or a trustee  of the Trust,  more than 10% in  liquidation
amount of the  outstanding  Capital  Securities)  to any suit  instituted by any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or  interest  on any Debt  Security  against the Company on or
after the same shall have become due and payable,  or to any suit  instituted in
accordance with Section 14.12.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

      SECTION 6.01. Duties and Responsibilities of Trustee.

      With  respect to the  holders of Debt  Securities  issued  hereunder,  the
Trustee, prior to the occurrence of an Event of Default with respect to the Debt
Securities  and after the curing or  waiving of all Events of Default  which may
have occurred,  with respect to the Debt Securities,  undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture.  In
case an Event of Default with respect to the Debt Securities has occurred (which
has not been cured or waived) the Trustee shall  exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in  their  exercise,  as a  prudent  person  would  exercise  or use  under  the
circumstances in the conduct of such person's own affairs.

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

      (a) prior to the  occurrence  of an Event of Default  with  respect to the
Debt  Securities  and after the curing or waiving of all Events of Default which
may have occurred

            (1) the duties and  obligations  of the Trustee  with respect to the
      Debt Securities  shall be determined  solely by the express  provisions of
      this  Indenture,  and the  Trustee  shall  not be  liable  except  for the
      performance  of such  duties  and  obligations  with  respect  to the Debt
      Securities as are specifically set forth in this Indenture, and no implied
      covenants or  obligations  shall be read into this  Indenture  against the
      Trustee; and

            (2) in the  absence  of bad  faith on the part of the  Trustee,  the
      Trustee may  conclusively  rely, as to the truth of the statements and the
      correctness of the opinions  expressed  therein,  upon any certificates or
      opinions  furnished to the Trustee and conforming to the  requirements  of
      this Indenture; but, in the case of


                                      -33-
<PAGE>

      any such  certificates  or  opinions  which by any  provision  hereof  are
      specifically required to be furnished to the Trustee, the Trustee shall be
      under a duty to examine the same to determine  whether or not they conform
      on their face to the requirements of this Indenture;

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

      (c) the Trustee  shall not be liable with  respect to any action  taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.07, relating to the time, method and place
of  conducting  any  proceeding  for any remedy  available  to the  Trustee,  or
exercising any trust or power conferred upon the Trustee, under this Indenture;

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

      (e) in the  absence of bad faith on the part of the  Trustee,  the Trustee
may seek and rely on reasonable instructions from the Company.

      None of the  provisions  contained  in this  Indenture  shall  require the
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers.

      SECTION 6.02.  Reliance on Documents,  Opinions,  etc.

      Except as otherwise provided in Section 6.01:

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

      (b) any  request,  direction,  order or  demand of the  Company  mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein  specifically  prescribed);  and any Board
Resolution  may be evidenced  to the Trustee by a copy thereof  certified by the
Secretary or an Assistant Secretary of the Company;

      (c) the Trustee may consult with counsel of its  selection  and any advice
or Opinion of Counsel shall be full and complete authorization and protection in
respect of any


                                      -34-
<PAGE>

action  taken,  suffered  or  omitted  by it  hereunder  in  good  faith  and in
accordance with such advice or Opinion of Counsel;

      (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this  Indenture at the request,  order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture, unless
such  Securityholders  shall have offered to the Trustee reasonable  security or
indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby;

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

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

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

      SECTION 6.03. No Responsibility for Recitals, etc.

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


                                      -35-
<PAGE>

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

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

      SECTION 6.05. Moneys to be Held in Trust.

      Subject to the  provisions of Section  12.04,  all moneys  received by the
Trustee or any Paying Agent shall, until used or applied as herein provided,  be
held in trust for the  purpose  for which  they were  received,  but need not be
segregated  from other funds  except to the extent  required by law. The Trustee
and any Paying  Agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of  Default  shall  have  occurred  and be  continuing,  all
interest allowed on any such moneys,  if any, shall be paid from time to time to
the Company upon the written order of the Company, signed by the Chairman of the
Board  of  Directors,  the  President,  the  Chief  Operating  Officer,  a  Vice
President, the Treasurer or an Assistant Treasurer of the Company.

      SECTION 6.06. Compensation and Expenses of Trustee.

      Other than as provided in the Fee  Agreement  of even date  herewith,  the
Company  covenants  and agrees to pay to the Trustee from time to time,  and the
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Company and the Trustee (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust),  and the
Company  will pay or  reimburse  the Trustee  upon its  written  request for all
documented  reasonable expenses,  disbursements and advances incurred or made by
the  Trustee  in  accordance  with  any  of the  provisions  of  this  Indenture
(including  the  reasonable   compensation  and  the  reasonable   expenses  and
disbursements  of its counsel and of all  Persons not  regularly  in its employ)
except  any  such  expense,   disbursement  or  advance  that  arises  from  its
negligence,  willful  misconduct  or bad faith.  The Company  also  covenants to
indemnify  each of the Trustee  (including in its  individual  capacity) and any
predecessor Trustee (and its officers, agents, directors and employees) for, and
to hold it harmless  against,  any and all loss,  damage,  claim,  liability  or
expense  including  taxes (other than taxes based on the income of the Trustee),
except to the extent such loss, damage, claim, liability or expense results from
the negligence,  willful misconduct or bad faith of such indemnitee, arising out
of or in  connection  with  the  acceptance  or  administration  of this  Trust,
including  the costs and  expenses  of  defending  itself  against  any claim or
liability in the  premises.  The  obligations  of the Company under this Section
6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for documented expenses,  disbursements and advances shall constitute additional
indebtedness  hereunder.  Such additional  indebtedness shall be secured by (and
the Company  hereby  grants and pledges to the  Trustee) a lien prior to that of
the Debt Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Debt Securities.


                                      -36-
<PAGE>

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

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

      SECTION 6.07. Officers' Certificate as Evidence.

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

      SECTION 6.08. Eligibility of Trustee.

      The  Trustee  hereunder  shall  at all  times be a U.S.  Person  that is a
banking corporation or national  association  organized and doing business under
the laws of the United States of America or any state thereof or of the District
of Columbia and authorized  under such laws to exercise  corporate trust powers,
having a combined  capital and surplus of at least fifty  million  U.S.  dollars
($50,000,000)  and subject to supervision or examination by federal,  state,  or
District of Columbia  authority.  If such  corporation  or national  association
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes  of  this  Section  6.08  the  combined  capital  and  surplus  of such
corporation or national  association  shall be deemed to be its combined capital
and surplus as set forth in its most recent records of condition so published.

      The  Company  may  not,  nor  may  any  Person   directly  or   indirectly
controlling,  controlled by, or under common control with the Company,  serve as
Trustee,  notwithstanding that such corporation or national association shall be
otherwise eligible and qualified under this Article.

      In case at any time the Trustee  shall cease to be eligible in  accordance
with the provisions of this Section 6.08,  the Trustee shall resign  immediately
in the manner and with the effect specified in Section 6.09.

      If the Trustee has or shall acquire any "conflicting  interest" within the
meaning of ss.  310(b) of the Trust  Indenture  Act,  the Trustee  shall  either
eliminate such interest or resign,  to the extent and in the manner provided by,
and subject to this Indenture.


                                      -37-
<PAGE>

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

      (a) The  Trustee,  or any trustee or  trustees  hereafter  appointed,  the
Calculation  Agent, the Paying Agent and any Debt Security  Registrar may at any
time resign by giving written  notice of such  resignation to the Company and by
mailing notice  thereof,  at the Company's  expense,  to the holders of the Debt
Securities  at  their  addresses  as they  shall  appear  on the  Debt  Security
Register. Upon receiving such notice of resignation,  the Company shall promptly
appoint a successor or successors by written instrument, in duplicate,  executed
by  order of its  Board of  Directors,  one  copy of which  instrument  shall be
delivered to the resigning party and one copy to the successor.  If no successor
shall have been so appointed and have accepted  appointment within 30 days after
the mailing of such notice of resignation to the affected  Securityholders,  the
resigning  party  may  petition  any  court of  competent  jurisdiction  for the
appointment  of a  successor,  or any  Securityholder  who has been a bona  fide
holder  of a Debt  Security  or Debt  Securities  for at least six  months  may,
subject to the  provisions  of Section 5.09, on behalf of himself or herself and
all others similarly situated,  petition any such court for the appointment of a
successor.  Such court may thereupon,  after such notice, if any, as it may deem
proper and prescribe, appoint a successor.

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

            (1) the Trustee shall fail to comply with the provisions of the last
      paragraph of Section 6.08 after written request therefor by the Company or
      by any  Securityholder  who has been a bona fide holder of a Debt Security
      or Debt Securities for at least six months,

            (2) the Trustee  shall cease to be eligible in  accordance  with the
      provisions of Section 6.08 and shall fail to resign after written  request
      therefor by the Company or by any such Securityholder, or

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

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


                                      -38-
<PAGE>

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

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

      SECTION 6.10. Acceptance by Successor.

      Any successor Trustee,  Calculation  Agent,  Paying Agent or Debt Security
Registrar  appointed as provided in Section 6.09 shall execute,  acknowledge and
deliver to the Company  and to its  predecessor  an  instrument  accepting  such
appointment hereunder,  and thereupon the resignation or removal of the retiring
party shall become  effective and such successor,  without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  duties and
obligations  with respect to the Debt Securities of its  predecessor  hereunder,
with like  effect as if  originally  named  herein;  but,  nevertheless,  on the
written  request of the Company or of the  successor,  the party  ceasing to act
shall,  upon  payment of the amounts then due it pursuant to the  provisions  of
Section 6.06,  execute and deliver an instrument  transferring to such successor
all the rights and powers of the party so ceasing to act and shall duly  assign,
transfer  and  deliver to such  successor  all  property  and money held by such
retiring party hereunder.  Upon request of any such successor, the Company shall
execute any and all instruments in writing for more fully and certainly  vesting
in and  confirming  to such  successor  all such  rights and  powers.  Any party
ceasing to act shall,  nevertheless,  retain a lien upon all  property  or funds
held or collected  to secure any amounts then due it pursuant to the  provisions
of Section 6.06.

      If a successor Trustee is appointed, the Company, the retiring Trustee and
the successor Trustee shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights,  powers,  trusts and duties of the retiring Trustee
with respect to the Debt Securities as to which the  predecessor  Trustee is not
retiring shall continue to be vested in the predecessor  Trustee,  and shall add
to or change any of the  provisions  of this  Indenture as shall be necessary to
provide for or facilitate the administration of the Trust hereunder by more than
one Trustee,  it being  understood  that nothing herein or in such  supplemental
indenture shall constitute such Trustees  co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts  hereunder  separate and
apart from any trust or trusts hereunder administered by any other such Trustee.


                                      -39-
<PAGE>

      No successor Trustee shall accept  appointment as provided in this Section
6.10  unless at the time of such  acceptance  such  successor  Trustee  shall be
eligible and qualified under the provisions of Section 6.08.

      In no event shall a retiring Trustee,  Calculation Agent,  Paying Agent or
Debt  Security  Registrar be liable for the acts or  omissions of any  successor
hereunder.

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

      SECTION 6.11. Succession by Merger, etc.

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

      In case at the time such  successor  to the Trustee  shall  succeed to the
trusts  created by this  Indenture  any of the Debt  Securities  shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor  Trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Debt Securities  either in the name of any predecessor  hereunder or in the
name of the successor  Trustee;  and in all such cases such  certificates  shall
have the full  force  which it is  anywhere  in the Debt  Securities  or in this
Indenture  provided that the  certificate  of the Trustee shall have;  provided,
however,  that the  right to adopt  the  certificate  of  authentication  of any
predecessor  Trustee  or  authenticate  Debt  Securities  in  the  name  of  any
predecessor  Trustee  shall apply only to its successor or successors by merger,
conversion or consolidation.

      SECTION 6.12. Authenticating Agents.

      There may be one or more  Authenticating  Agents  appointed by the Trustee
upon the request of the  Company  with power to act on its behalf and subject to
its direction in the  authentication and delivery of Debt Securities issued upon
exchange  or  registration  of  transfer  thereof  as fully to all  intents  and
purposes as though any such Authenticating  Agent had been expressly  authorized
to authenticate  and deliver Debt Securities;  provided,  that the Trustee shall
have no liability to the Company for any acts or omissions of the Authenticating
Agent with respect to the  authentication  and delivery of Debt Securities.  Any
such  Authenticating  Agent shall at all times be a Person  organized  and doing
business  under  the laws of the  United  States  or of any  state or  territory
thereof or of the  District  of  Columbia  authorized  under such laws to act as
Authenticating  Agent,  having  a  combined  capital  and  surplus  of at  least
$50,000,000 and


                                      -40-
<PAGE>

being subject to supervision or  examination by federal,  state,  territorial or
District of Columbia authority. If such Person publishes reports of condition at
least annually  pursuant to law or the requirements of such authority,  then for
the  purposes  of this  Section  6.12 the  combined  capital and surplus of such
Person  shall be deemed to be its  combined  capital and surplus as set forth in
its  most  recent  report  of  condition  so  published.   If  at  any  time  an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  it shall resign  immediately in the manner and with
the effect herein specified in this Section.

      Any Person into which any Authenticating  Agent may be merged or converted
or with which it may be  consolidated,  or any Person resulting from any merger,
consolidation or conversion to which any Authenticating  Agent shall be a party,
or any Person  succeeding to all or  substantially  all of the  corporate  trust
business  of  any   Authenticating   Agent,  shall  be  the  successor  of  such
Authenticating  Agent hereunder,  if such successor Person is otherwise eligible
under this  Section  6.12  without the  execution  or filing of any paper or any
further act on the part of the parties hereto or such Authenticating Agent.

      Any  Authenticating  Agent may at any time resign by giving written notice
of  resignation  to the Trustee and to the Company.  The Trustee may at any time
terminate  the  agency of any  Authenticating  Agent  with  respect  to the Debt
Securities by giving written notice of termination to such Authenticating  Agent
and to the Company.  Upon  receiving such a notice of resignation or upon such a
termination,  or in case at any time any Authenticating  Agent shall cease to be
eligible  under this Section 6.12,  the Trustee may, and upon the request of the
Company shall, promptly appoint a successor  Authenticating Agent eligible under
this Section 6.12,  shall give written notice of such appointment to the Company
and shall mail notice of such  appointment to all holders of Debt  Securities as
the names and addresses of such holders  appear on the Debt  Security  Register.
Any successor  Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights,  powers,  duties and responsibilities  with
respect to the Debt Securities of its predecessor hereunder, with like effect as
if originally named as Authenticating Agent herein.

      Other than as provided in the Fee  Agreement  of even date  herewith,  the
Company agrees to pay to any  Authenticating  Agent from time to time reasonable
compensation  for  its  services.   Any  Authenticating   Agent  shall  have  no
responsibility  or liability  for any action  taken by it as such in  accordance
with the directions of the Trustee and shall receive such  reasonable  indemnity
as it may  require  against  the costs,  expenses  and  liabilities  incurred in
furtherance of its duties under this Section 6.12.

                                   ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

      SECTION 7.01. Action by Securityholders.

      Whenever in this  Indenture it is provided that the holders of a specified
percentage  in aggregate  principal  amount of the Debt  Securities or aggregate
Liquidation  Amount of the Capital Securities may take any action (including the
making of any demand or request, the giving of any notice,  consent or waiver or
the taking of any other action), the fact


                                      -41-
<PAGE>

that at the time of  taking  any  such  action  the  holders  of such  specified
percentage  have joined  therein may be evidenced  (a) by any  instrument or any
number of  instruments  of similar  tenor  executed by such  Securityholders  or
holders  of  Capital  Securities,  as the case may be,  in person or by agent or
proxy  appointed  in  writing,  or (b) by the  record  of such  holders  of Debt
Securities voting in favor thereof at any meeting of such  Securityholders  duly
called and held in  accordance  with the  provisions of Article VIII, or of such
holders of  Capital  Securities  duly  called  and held in  accordance  with the
provisions of the  Declaration,  or (c) by a combination  of such  instrument or
instruments  and any such record of such a meeting of such  Securityholders,  or
holders of Capital  Securities,  as the case may be, or (d) by any other  method
the Trustee deems satisfactory.

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

      SECTION 7.02. Proof of Execution by Securityholders.

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

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

      SECTION 7.03. Who Are Deemed Absolute Owners.

      Prior  to due  presentment  for  registration  of  transfer  of  any  Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any transfer agent and any Debt Security  registrar may deem the Person in whose
name such Debt Security shall be registered  upon the Debt Security  Register to
be, and may treat  such  Person as,  the  absolute  owner of such Debt  Security
(whether or not such Debt Security shall be overdue) for the


                                      -42-
<PAGE>

purpose of receiving  payment of or on account of the principal of, premium,  if
any, and interest on such Debt Security and for all other purposes;  and neither
the Company nor the Trustee nor any  Authenticating  Agent nor any Paying  Agent
nor any transfer agent nor any Debt Security  registrar shall be affected by any
notice to the  contrary.  All such  payments  so made to any holder for the time
being or upon such holder's order shall be valid,  and, to the extent of the sum
or sums so paid,  effectual to satisfy and  discharge  the  liability for moneys
payable upon any such Debt Security.

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

      In determining  whether the holders of the requisite  aggregate  principal
amount of Debt  Securities  have concurred in any  direction,  consent or waiver
under this  Indenture,  Debt  Securities  which are owned by the  Company or any
other  obligor on the Debt  Securities  or by any Person  directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company (other than the Trust) or any other obligor on the Debt Securities shall
be  disregarded  and deemed not to be  outstanding  for the  purpose of any such
determination;  provided,  that for the  purposes  of  determining  whether  the
Trustee shall be protected in relying on any such direction,  consent or waiver,
only Debt Securities  which a Responsible  Officer of the Trustee actually knows
are so owned shall be so  disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as  outstanding  for the  purposes of this
Section 7.04 if the pledgee shall  establish to the  satisfaction of the Trustee
the pledgee's right to vote such Debt Securities and that the pledgee is not the
Company or any such other obligor or Person  directly or indirectly  controlling
or controlled by or under direct or indirect  common control with the Company or
any such other obligor.  In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full  protection to the
Trustee.

      SECTION 7.05. Revocation of Consents; Future Securityholders Bound.

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


                                      -43-
<PAGE>

                                  ARTICLE VIII

                           SECURITYHOLDERS' MEETINGS

      SECTION 8.01. Purposes of Meetings.

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

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

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

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

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

      SECTION 8.02. Call of Meetings by Trustee.

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

      SECTION 8.03. Call of Meetings by Company or Securit how.

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


                                      -44-
<PAGE>

      SECTION 8.04. Qualifications for Voting.

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

      SECTION 8.05. Regulations.

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

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

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

      SECTION 8.06. Voting.

      The vote upon any  resolution  submitted to any meeting of holders of Debt
Securities  with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed  the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two  inspectors  of votes who shall  count all votes cast at the  meeting for or
against any  resolution  and who shall make and file with the  secretary  of the
meeting their  verified  written  reports in triplicate of all votes cast at the
meeting.   A  record  in  duplicate  of  the  proceedings  of  each  meeting  of
Securityholders shall be prepared by the


                                      -45-
<PAGE>

secretary of the meeting and there shall be attached to said record the original
reports  of the  inspectors  of votes on any vote by ballot  taken  thereat  and
affidavits by one or more Persons having  knowledge of the facts setting forth a
copy of the notice of the  meeting  and  showing  that said notice was mailed as
provided in Section 8.02.  The record shall show the serial  numbers of the Debt
Securities  voting in favor of or against any  resolution.  The record  shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates  shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto  the ballots  voted at the  meeting.  Any record so signed and  verified
shall be conclusive evidence of the matters therein stated.

      SECTION 8.07. Quorum; Actions.

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

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

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


                                      -46-
<PAGE>

      SECTION 8.08. Written Consent Without a Meeting.

      Whenever under this Indenture,  Securityholders  are required or permitted
to take any  action by vote,  such  action  may be taken  without  a meeting  on
written   consent,   setting   forth  the   action  so  taken,   signed  by  the
Securityholders of all outstanding Debt Securities  entitled to vote thereon. No
consent shall be effective to take the action referred to therein unless, within
sixty days of the earliest  dated  consent  delivered in the manner  required by
this paragraph to the Trustee, written consents signed by a sufficient number of
Securityholders  to take action are  delivered  to the Trustee at its  Principal
Office.  Delivery made to the Trustee at its Principal Office,  shall be by hand
or by certificated or registered mail, return receipt requested. Written consent
thus  given by the  Securityholders  of such  number  of Debt  Securities  as is
required   hereunder,   shall   have  the  same   effect  as  a  valid  vote  of
Securityholders of such number of Debt Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

      SECTION 9.01. Supplemental Indentures without Consent of Securityholders.

      The Company,  when authorized by a Board  Resolution,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental hereto, without the consent of the Securityholders, for one or more
of the following purposes:

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

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

      (c) to cure any  ambiguity  or to  correct  or  supplement  any  provision
contained  herein or in any  supplemental  indenture  which may be  defective or
inconsistent  with any other provision  contained  herein or in any supplemental
indenture,  or to make or amend  such other  provisions  in regard to matters or
questions arising under this Indenture; provided, that any such action shall not
adversely affect the interests of the holders of the Debt Securities;

      (d) to add to,  delete  from,  or  revise  the  terms of Debt  Securities,
including,  without  limitation,  any terms relating to the issuance,  exchange,
registration or transfer of Debt


                                      -47-
<PAGE>

Securities,  including  to provide  for  transfer  procedures  and  restrictions
substantially similar to those applicable to the Capital Securities, as required
by  Section  2.05  (for  purposes  of  assuring  that  no  registration  of Debt
Securities is required under the Securities Act of 1933, as amended);  provided,
that any such action shall not adversely  affect the interests of the holders of
the Debt Securities then outstanding (it being understood,  for purposes of this
proviso, that transfer restrictions on Debt Securities  substantially similar to
those  applicable to Capital  Securities shall not be deemed to adversely affect
the holders of the Debt Securities);

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

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

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

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

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

      SECTION 9.02. Supplemental Indentures with Consent of Securityholders.

      With the consent (evidenced as provided in Section 7.01) of the holders of
not less than a majority in aggregate principal amount of the Debt Securities at
the time  outstanding  affected  by such  supplemental  indenture  (voting  as a
class), the Company, when authorized by a Board Resolution,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental  hereto  (which  shall  conform  to the  provisions  of  the  Trust
Indenture Act, then in effect,  applicable to indentures  qualified  thereunder)
for the  purpose  of adding  any  provisions  to or  changing  in any  manner or
eliminating  any of the  provisions  of this  Indenture  or of any  supplemental
indenture  or of  modifying  in any manner the rights of the holders of the Debt
Securities; provided, however, that no such supplemental indenture shall without
such consent of the holders of each Debt Security then  outstanding and affected
thereby  (i)  extend  the  Maturity  Date of any Debt  Security,  or reduce  the
principal amount thereof or any premium  thereon,  or reduce the rate (or manner
of calculation  of the rate) or extend the time of payment of interest  thereon,
or reduce (other than as a result of the maturity or earlier redemption of any


                                      -48-
<PAGE>

such Debt Security in accordance  with the terms of this Indenture and such Debt
Security) or increase the aggregate  principal  amount of Debt  Securities  then
outstanding,  or change any of the redemption provisions,  or make the principal
thereof or any interest or premium thereon payable in any coin or currency other
than United States Dollars,  or impair or affect the right of any Securityholder
to institute suit for payment thereof or impair the right of repayment,  if any,
at the option of the holder,  or (ii) reduce the  aforesaid  percentage  of Debt
Securities the holders of which are required to consent to any such supplemental
indenture;  and provided,  further,  that if the Debt Securities are held by the
Trust or a trustee  of such  trust,  such  supplemental  indenture  shall not be
effective  until  the  holders  of a  majority  in  Liquidation  Amount  of  the
outstanding  Capital  Securities  shall  have  consented  to  such  supplemental
indenture;  provided, further, that if the consent of the Securityholder of each
outstanding Debt Security is required,  such supplemental indenture shall not be
effective until each holder of the  outstanding  Capital  Securities  shall have
consented to such supplemental indenture.

      Upon  the  request  of  the  Company  accompanied  by a  Board  Resolution
authorizing  the  execution  of any such  supplemental  indenture,  and upon the
filing  with the Trustee of  evidence  of the  consent of  Securityholders  (and
holders of Capital Securities, if required) as aforesaid, the Trustee shall join
with the Company in the  execution of such  supplemental  indenture  unless such
supplemental  indenture  affects the Trustee's own rights,  duties or immunities
under  this  Indenture  or  otherwise,  in  which  case the  Trustee  may in its
discretion,  but  shall  not be  obligated  to,  enter  into  such  supplemental
indenture.

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

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

      SECTION 9.03. Effect of Supplemental Indentures.

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


                                      -49-
<PAGE>

      SECTION 9.04. Notation on Debt Securities.

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

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

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

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

      SECTION 10.01. Optional Redemption.

      At any time the  Company  shall have the right,  subject to the receipt by
the Company of prior  approval from any regulatory  authority with  jurisdiction
over the Company if such  approval is then  required  under  applicable  capital
guidelines  or  policies  of such  regulatory  authority,  to  redeem  the  Debt
Securities,  in whole or (provided that all accrued and unpaid interest has been
paid on all Debt Securities for all Interest Periods  terminating on or prior to
such  date)  from time to time in part,  on any  January  7,  April 7, July 7 or
October 7 on or after July 7, 2010 (the  "Redemption  Date"),  at the Redemption
Price.

      SECTION 10.02. Special Event Redemption.

      If a Special Event shall occur and be  continuing,  the Company shall have
the right,  subject to the  receipt by the  Company of prior  approval  from any
regulatory authority with jurisdiction over the Company if such approval is then
required  under  applicable  capital  guidelines or policies of such  regulatory
authority,  to  redeem  the Debt  Securities,  in whole or in part,  at any time
within 90 days  following  the  occurrence  of such Special  Event (the "Special
Redemption Date"), at the Special Redemption Price.


                                      -50-
<PAGE>

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

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

      Each such notice of redemption shall specify the CUSIP number,  if any, of
the  Debt  Securities  to be  redeemed,  the  date  fixed  for  redemption,  the
redemption  price  (or  manner  of  calculation  of the  price)  at  which  Debt
Securities are to be redeemed, the place or places of payment, that payment will
be made upon  presentation and surrender of such Debt Securities,  that interest
accrued  to the date  fixed for  redemption  will be paid as  specified  in said
notice,  and that on and after said date  interest  thereon  or on the  portions
thereof  to be  redeemed  will  cease  to  accrue.  If less  than  all the  Debt
Securities are to be redeemed the notice of redemption shall specify the numbers
of the Debt  Securities to be redeemed.  In case the Debt  Securities  are to be
redeemed in part only,  the notice of redemption  shall state the portion of the
principal  amount  thereof to be redeemed  and shall state that on and after the
date fixed for  redemption,  upon  surrender of such Debt  Security,  a new Debt
Security or Debt Securities in principal amount equal to the unredeemed  portion
thereof will be issued.

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

      The Company will give the Trustee notice not less than 45 nor more than 60
days prior to the redemption  date as to the redemption  price at which the Debt
Securities  are to be  redeemed  and  the  aggregate  principal  amount  of Debt
Securities to be redeemed and the Trustee shall select, in such manner as in its
sole  discretion  it shall deem  appropriate  and fair,  the Debt  Securities or
portions thereof (in integral multiples of $1,000) to be redeemed.

      SECTION 10.04. Payment of Debt Securities Called for Redemption.

      If notice of redemption has been given as provided in Section  10.03,  the
Debt Securities or portions of Debt Securities with respect to which such notice
has been given  shall  become  due and  payable  on the  Redemption  Date or the
Special  Redemption  Date (as the case may be) and at the place or places stated
in such  notice at the  applicable  redemption  price,  together  with  interest
accrued to the date fixed for redemption,  and on and after said Redemption Date
or the Special  Redemption Date (unless the Company shall default in the payment
of such Debt Securities at the redemption  price,  together with unpaid interest
accrued thereon to said


                                      -51-
<PAGE>

date) interest on the Debt  Securities or portions of Debt  Securities so called
for redemption shall cease to accrue. On presentation and surrender of such Debt
Securities at a place of payment specified in said notice,  such Debt Securities
or the specified  portions  thereof shall be paid and redeemed by the Company at
the applicable  redemption price,  together with unpaid interest accrued thereon
to the Redemption Date or the Special Redemption Date (as the case may be).

      Upon  presentation of any Debt Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder  thereof,  at the expense of the Company,  a new Debt  Security or
Debt  Securities of authorized  denominations  in principal  amount equal to the
unredeemed portion of the Debt Security so presented.

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

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


                                      -52-
<PAGE>

New York for service of process in any action, suit or proceeding referred to in
clause (2) above) and such corporation  expressly assumes all of the obligations
of the Company under the Debt Securities, this Indenture, the Capital Securities
Guarantee  and  the  Declaration  and  (ii)  after  giving  effect  to any  such
consolidation,  merger,  sale,  conveyance,  transfer or other  disposition,  no
Default or Event of Default shall have occurred and be continuing.

      SECTION 11.02. Successor Entity to be Substituted.

      In case of any such consolidation,  merger, sale, conveyance,  transfer or
other  disposition  contemplated in Section 11.01 and upon the assumption by the
successor  entity,  by  supplemental  indenture,  executed and  delivered to the
Trustee  and  reasonably  satisfactory  in form to the  Trustee,  of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debt  Securities and the due and punctual  performance and observance of all
of the covenants and conditions of this Indenture to be performed or observed by
the Company,  such successor  entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor  entity shall be relieved of any further  liability or
obligation  hereunder  or  upon  the  Debt  Securities.  Such  successor  entity
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company,  any or all of the Debt Securities issuable hereunder which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee  or the  Authenticating  Agent;  and,  upon the order of such  successor
entity  instead of the  Company  and  subject to all the terms,  conditions  and
limitations  in this  Indenture  prescribed,  the Trustee or the  Authenticating
Agent shall  authenticate and deliver any Debt Securities which previously shall
have been signed and delivered by the officers of the Company, to the Trustee or
the Authenticating Agent for authentication,  and any Debt Securities which such
successor  entity  thereafter  shall  cause to be signed  and  delivered  to the
Trustee or the Authenticating Agent for that purpose. All the Debt Securities so
issued  shall in all  respects  have the same legal rank and benefit  under this
Indenture as the Debt Securities  theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Debt  Securities had been
issued at the date of the execution hereof.

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

      The Trustee,  subject to the  provisions of Sections 6.01 and 6.02,  shall
receive,  in  addition to the Opinion of Counsel  required by Section  9.05,  an
Opinion of Counsel as conclusive evidence that any consolidation,  merger, sale,
conveyance,  transfer or other  disposition,  and any  assumption,  permitted or
required by the terms of this Article XI complies  with the  provisions  of this
Article XI.

                                   ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

      SECTION 12.01. Discharge of Indenture.

      When (a) the Company  shall  deliver to the Trustee for  cancellation  all
Debt Securities theretofore  authenticated (other than any Debt Securities which
shall have been


                                      -53-
<PAGE>

destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.06) and not  theretofore  canceled,  or (b) all the Debt Securities
not theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable,  or are by their terms to become due and payable  within
one year or are to be called for redemption  within one year under  arrangements
satisfactory  to the  Trustee  for the giving of notice of  redemption,  and the
Company  shall  deposit  with the  Trustee,  in  trust,  funds,  which  shall be
immediately  due and payable,  sufficient to pay at maturity or upon  redemption
all of the Debt Securities (other than any Debt Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section  2.06) not  theretofore  canceled  or  delivered  to the  Trustee for
cancellation,  including  principal and premium,  if any, and interest due or to
become due to such date of maturity or redemption  date, as the case may be, but
excluding,  however,  the amount of any moneys for the payment of principal  of,
and premium,  if any, or interest on the Debt Securities (1) theretofore  repaid
to the Company in accordance  with the provisions of Section 12.04,  or (2) paid
to any state or to the District of Columbia  pursuant to its unclaimed  property
or  similar  laws,  and if in the case of either  clause  (a) or clause  (b) the
Company  shall also pay or cause to be paid all other sums payable  hereunder by
the Company,  then this Indenture shall cease to be of further effect except for
the provisions of Sections 2.05,  2.06,  3.01,  3.02, 3.04, 6.06, 6.09 and 12.04
hereof,  which shall  survive  until such Debt  Securities  shall  mature or are
redeemed, as the case may be, and are paid in full.  Thereafter,  Sections 6.06,
6.09 and  12.04  shall  survive,  and the  Trustee,  on  demand  of the  Company
accompanied by an Officers'  Certificate and an Opinion of Counsel, each stating
that all conditions  precedent  herein provided for relating to the satisfaction
and discharge of this  Indenture  have been complied  with,  and at the cost and
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction of and discharging  this Indenture,  the Company,  however,  hereby
agreeing  to  reimburse  the  Trustee  for  any  costs  or  expenses  thereafter
reasonably  and  properly  incurred  by the  Trustee  in  connection  with  this
Indenture or the Debt Securities.

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

      Subject to the provisions of Section 12.04,  all moneys deposited with the
Trustee  pursuant  to Section  12.01 shall be held in trust and applied by it to
the payment,  either directly or through any Paying Agent (including the Company
if acting as its own  Paying  Agent),  to the  holders  of the  particular  Debt
Securities  for the payment of which such moneys  have been  deposited  with the
Trustee,  of all sums due and to become due thereon for principal,  and premium,
if any, and interest.

      SECTION 12.03. Paying Agent to Repay Moneys.

      Upon the  satisfaction  and discharge of this  Indenture,  all moneys then
held by any Paying Agent of the Debt Securities  (other than the Trustee) shall,
upon demand of the Company, be repaid to the Company or paid to the Trustee, and
thereupon  such Paying Agent shall be released from all further  liability  with
respect to such moneys.

      SECTION 12.04. Return of Unclaimed Moneys.

      Any moneys  deposited  with or paid to the Trustee or any Paying Agent for
payment of the principal of, and premium, if any, or interest on Debt Securities
and not applied


                                      -54-
<PAGE>

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

                                  ARTICLE XIII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      SECTION 13.01. Indenture and Debt Securities Solely Corporate Obligations.

      No recourse  for the payment of the  principal  of or premium,  if any, or
interest on any Debt  Security,  or for any claim based  thereon or otherwise in
respect  thereof,  and no  recourse  under or upon any  obligation,  covenant or
agreement of the Company in this Indenture or in any supplemental  indenture, or
in any such Debt  Security,  or  because  of the  creation  of any  indebtedness
represented  thereby,  shall  be  had  against  any  incorporator,  stockholder,
officer,  director,  employee or agent, as such, past, present or future, of the
Company or of any  predecessor or successor  corporation of the Company,  either
directly or through the Company or any  successor  corporation  of the  Company,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement  of any  assessment  or penalty  or  otherwise;  it being  expressly
understood that all such liability is hereby  expressly waived and released as a
condition of, and as a  consideration  for, the execution of this  Indenture and
the issue of the Debt Securities.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

      SECTION 14.01. Successors.

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

      SECTION 14.02. Official Acts by Successor Entity.

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

      SECTION 14.03. Surrender of Company Powers.

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


                                      -55-
<PAGE>

      SECTION 14.04. Addresses for Notices, etc.

      Any notice or demand which by any provision of this  Indenture is required
or permitted to be given or served by the Trustee or by the  Securityholders  on
the Company may be given or served in writing by being deposited postage prepaid
by  registered or certified  mail in a post office  letter box addressed  (until
another  address is filed by the Company  with the Trustee for such  purpose) to
the Company at:

                              Matrix Bancorp, Inc.
                           700 17th Street, Suite 2100
                                Denver, CO 80202
                            Attention: David W. Kloos

      Any  notice,  direction,  request or demand by any  Securityholder  or the
Company to or upon the Trustee shall be deemed to have been  sufficiently  given
or made,  for all  purposes,  if given or made in writing at the office of Wells
Fargo Bank, National Association at:

                                919 Market Street
                                    Suite 700
                              Wilmington, DE 19801
                       Attention: Corporate Trust Division

      SECTION 14.05. Governing Law.

      This  Indenture  and each Debt  Security  shall be deemed to be a contract
made  under  the law of the  State of New York,  and for all  purposes  shall be
governed by and  construed  in  accordance  with the law of said State,  without
regard to conflict of laws principles of said State other than Section 5 1401 of
the New York General Obligations Law.

      SECTION 14.06. Evidence of Compliance with Conditions Precedent.

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

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


                                      -56-
<PAGE>

condition has been complied  with;  and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

      SECTION 14.07. Non-Business Days.

      Notwithstanding anything to the contrary contained herein, if any Interest
Payment  Date,  other than on the  Maturity  Date,  any  Redemption  Date or the
Special  Redemption  Date,  falls on a day that is not a Business  Day, then any
interest  payable will be paid on, and such Interest  Payment Date will be moved
to, the next  succeeding  Business Day, and additional  interest will accrue for
each day that such payment is delayed as a result thereof. If the Maturity Date,
any Redemption Date or the Special  Redemption Date falls on a day that is not a
Business Day, then the principal,  premium,  if any, and/or interest  payable on
such date will be paid on the next preceding Business Day.

      SECTION 14.08. Table of Contents, Headings, etc.

      The table of  contents  and the titles and  headings of the  articles  and
sections of this Indenture have been inserted for convenience of reference only,
are not to be  considered a part hereof,  and shall in no way modify or restrict
any of the terms or provisions hereof.

      SECTION 14.09. Execution in Counterparts.

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

      SECTION 14.10. Severability.

      In case any one or more of the  provisions  contained in this Indenture or
in the Debt  Securities  shall for any reason be held to be invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall  not  affect  any  other  provisions  of this  Indenture  or of such  Debt
Securities, but this Indenture and such Debt Securities shall be construed as if
such  invalid or illegal or  unenforceable  provision  had never been  contained
herein or therein.

      SECTION 14.11. Assignment.

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

      SECTION 14.12. Acknowledgment of Rights.

      The Company acknowledges that, with respect to any Debt Securities held by
the  Trust or the  Institutional  Trustee  of the  Trust,  if the  Institutional
Trustee of the Trust fails to


                                      -57-
<PAGE>

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

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

      SECTION 15.01. Agreement to Subordinate.

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

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

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

      SECTION 15.02. Default on Senior Indebtedness.

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


                                      -58-
<PAGE>

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

      SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

      Upon any payment by the Company or  distribution  of assets of the Company
of any kind or character,  whether in cash, property or securities, to creditors
upon any  dissolution  or winding- up or liquidation  or  reorganization  of the
Company,  whether  voluntary  or  involuntary  or  in  bankruptcy,   insolvency,
receivership or other proceedings,  all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment  thereof  provided for in
money in accordance with its terms, before any payment is made by the Company on
the Debt Securities;  and upon any such dissolution or winding-up or liquidation
or reorganization,  any payment by the Company, or distribution of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
which the  Securityholders  or the Trustee would be entitled to receive from the
Company,  except for the  provisions  of this  Article XV,  shall be paid by the
Company, or by any receiver,  trustee in bankruptcy,  liquidating trustee, agent
or other Person making such payment or distribution,  or by the  Securityholders
or by the Trustee  under this  Indenture if received by them or it,  directly to
the holders of Senior  Indebtedness  of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives,  or to
the trustee or trustees  under any indenture  pursuant to which any  instruments
evidencing such Senior  Indebtedness  may have been issued,  as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth,  after giving effect to any concurrent  payment
or  distribution to or for the holders of such Senior  Indebtedness,  before any
payment or distribution is made to the Securityholders.

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


                                      -59-
<PAGE>

      For purposes of this Article XV, the words "cash,  property or securities"
shall not be deemed to include  shares of stock of the Company as reorganized or
readjusted,  or securities of the Company or any other corporation  provided for
by  a  plan  of  reorganization  or  readjustment,   the  payment  of  which  is
subordinated  at least to the extent provided in this Article XV with respect to
the Debt  Securities to the payment of all Senior  Indebtedness  of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness  are not,  without  the  consent of such  holders,  altered by such
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution  of the  Company  following  the  conveyance  or  transfer  or other
disposition of its property as an entirety,  or substantially as an entirety, to
another  corporation upon the terms and conditions provided for in Article XI of
this  Indenture  shall not be deemed a dissolution,  winding-up,  liquidation or
reorganization  for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation,  merger,  conveyance or transfer, comply
with the conditions  stated in Article XI of this Indenture.  Nothing in Section
15.02 or in this  Section  15.03 shall  apply to claims of, or payments  to, the
Trustee under or pursuant to Section 6.06 of this Indenture.

      SECTION 15.04. Subrogation.

      Subject to the payment in full of all Senior  Indebtedness of the Company,
the  Securityholders  shall be  subrogated  to the rights of the holders of such
Senior  Indebtedness to receive payments or  distributions of cash,  property or
securities  of the  Company  applicable  to such Senior  Indebtedness  until all
payments due on the Debt Securities shall be paid in full; and, for the purposes
of such subrogation,  no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled  except for the provisions of this Article XV, and
no payment  over  pursuant to the  provisions  of this  Article XV to or for the
benefit of the holders of such Senior  Indebtedness  by  Securityholders  or the
Trustee,  shall,  as between the Company,  its  creditors  other than holders of
Senior  Indebtedness  of the Company,  and the holders of the Debt Securities be
deemed to be a payment or  distribution  by the Company to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article XV are
and are intended  solely for the purposes of defining the relative rights of the
holders of the Debt Securities,  on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

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


                                      -60-
<PAGE>

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

      SECTION 15.05. Trustee to Effectuate Subordination.

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

      SECTION 15.06. Notice by the Company.

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

      The Trustee,  subject to the  provisions of Article VI of this  Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by  a  Person  representing  himself  or  herself  to  be  a  holder  of  Senior
Indebtedness  of the Company (or a trustee or  representative  on behalf of such
holder) to establish  that such notice has been given by a holder of such Senior
Indebtedness  or a trustee  or  representative  on behalf of any such  holder or
holders.  In the event that the Trustee  determines  in good faith that  further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in


                                      -61-
<PAGE>

any payment or distribution pursuant to this Article XV, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Senior  Indebtedness  held by such  Person,  the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts  pertinent  to the rights of such Person  under this Article XV,
and,  if such  evidence is not  furnished,  the Trustee may defer any payment to
such Person  pending  judicial  determination  as to the right of such Person to
receive such payment.

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

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

      With respect to the holders of Senior  Indebtedness  of the  Company,  the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this  Article XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this  Indenture  or any  Additional  Provisions  against  the
Trustee. The Trustee shall not owe or be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article VI
of this Indenture,  the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders,  the Company or
any other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article XV or otherwise.

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

      SECTION 15.08. Subordination May Not Be Impaired.

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

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


                                      -62-
<PAGE>

of such Senior  Indebtedness;  and (d) exercise or refrain from  exercising  any
rights against the Company, and any other Person.

      Wells Fargo Bank, National Association, in its capacity as Trustee, hereby
accepts the trusts in this Indenture  declared and provided,  upon the terms and
conditions herein above set forth.


                                      -63-
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized,  as of the
day and year first above written.

                                               Matrix Bancorp, Inc.


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________


                                               Wells Fargo Bank, National
                                               Association, as Trustee


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________

<PAGE>

                                    EXHIBIT A


                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2035

                           [FORM OF FACE OF SECURITY]

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C)  PURSUANT TO AN  EXEMPTION
FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT TO AN  "ACCREDITED
INVESTOR"  WITHIN THE MEANING OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE
COMPANY'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSES
(C) OR (D) TO REQUIRE  THE  DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION
AND/OR OTHER INFORMATION  SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED  FROM THE COMPANY.  THE HOLDER OF THIS SECURITY BY
ITS   ACCEPTANCE   HEREOF   AGREES  THAT  IT  WILL  COMPLY  WITH  THE  FOREGOING
RESTRICTIONS.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE  HEREOF  AGREES,  REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

      THE  HOLDER  OF  THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT


                                      A-1
<PAGE>

SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS
AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE  "CODE"),  (EACH A "PLAN"),  OR AN ENTITY WHOSE  UNDERLYING  ASSETS
INCLUDE  "PLAN  ASSETS" BY REASON OF ANY PLAN'S  INVESTMENT IN THE ENTITY AND NO
PERSON  INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR
ANY  INTEREST  THEREIN,  UNLESS SUCH  PURCHASER  OR HOLDER IS  ELIGIBLE  FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION  96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION
OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.  ANY
PURCHASER OR HOLDER OF THIS  SECURITY OR ANY INTEREST  THEREIN WILL BE DEEMED TO
HAVE  REPRESENTED BY ITS PURCHASE AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT
AN EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
TO WHICH  SECTION  4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE  OR OTHER  PERSON
ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR
ENTITY  USING THE ASSETS OF ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO FINANCE SUCH
PURCHASE,  OR (ii) SUCH  PURCHASE  WILL NOT RESULT IN A  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH  THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

      IN CONNECTION WITH ANY TRANSFER,  THE HOLDER OF THIS SECURITY WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH  CERTIFICATES AND OTHER  INFORMATION AS
MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER  COMPLIES WITH THE
FOREGOING RESTRICTIONS.

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

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


                                      A-2
<PAGE>

               Form of Junior Subordinated Debt Security due 2035
                                       of
                              Matrix Bancorp, Inc.

      Matrix Bancorp,  Inc., a savings and loan holding company  incorporated in
Colorado  (the  "Company"),  for value  received  promises to pay to Wells Fargo
Bank,  National  Association,  not in its  individual  capacity  but  solely  as
Institutional  Trustee  for  Matrix  Bancorp  Capital  Trust  VIII,  a  Delaware
statutory  trust (the  "Holder"),  or registered  assigns,  the principal sum of
Seven Million Seven Hundred  Thirty-Two  Thousand Dollars on July 7, 2035 and to
pay interest on said  principal  sum from June 30, 2005, or from the most recent
interest  payment  date (each such date,  an "Interest  Payment  Date") to which
interest has been paid or duly provided for,  quarterly  (subject to deferral as
set forth herein) in arrears on January 7, April 7, July 7 and October 7 of each
year  commencing  October 7, 2005,  at the rate of 5.86% (the "Fixed  Rate") per
annum until July 7, 2010 (the "Fixed Rate Period") and  thereafter at a variable
per annum rate  equal to LIBOR (as  defined  in the  Indenture)  plus 1.69% (the
"Variable  Rate")  ("Interest Rate" is defined to include the Fixed Rate and the
Variable Rate, as applicable) (provided, however, that the Interest Rate for any
Interest  Payment  Period may not exceed the highest rate  permitted by New York
law, as the same may be modified by United States law of general  applicability)
until the principal hereof shall have become due and payable, and on any overdue
principal  and  (without  duplication  and to the  extent  that  payment of such
interest is  enforceable  under  applicable  law) on any overdue  installment of
interest  at an annual rate equal to the  Interest  Rate in effect for each such
Extension  Period  compounded  quarterly.  The amount of interest payable on any
Interest  Payment  Date shall be  computed  during the Fixed Rate  Period on the
basis of a 360-day year of twelve 30-day months,  and thereafter on the basis of
a 360-day year and the actual  number of days  elapsed in the relevant  interest
period.  Notwithstanding  anything  to the  contrary  contained  herein,  if any
Interest  Payment Date,  other than on the Maturity Date, any Redemption Date or
the Special Redemption Date, falls on a day that is not a Business Day, then any
interest  payable will be paid on, and such Interest  Payment Date will be moved
to, the next  succeeding  Business Day, and additional  interest will accrue for
each day that such payment is delayed as a result thereof. If the Maturity Date,
any Redemption Date or the Special  Redemption date falls on a day that is not a
Business Day, then the principal,  premium,  if any, and/or interest  payable on
such date will be paid on the immediately  preceding  Business Day. The interest
installment  so  payable,  and  punctually  paid or duly  provided  for,  on any
Interest Payment Date will, as provided in the Indenture,  be paid to the Person
in whose name this Debt  Security  (or one or more  Predecessor  Securities,  as
defined in said Indenture) is registered at the close of business on the regular
record date for such interest installment, except that interest and any Deferred
Interest  payable  on the  Maturity  Date  shall be paid to the  Person  to whom
principal is paid. Any such interest  installment  not  punctually  paid or duly
provided for shall  forthwith  cease to be payable to the registered  holders on
such  regular  record date and may be paid to the Person in whose name this Debt
Security (or one or more Predecessor Debt Securities) is registered at the close
of business on a special  record date to be fixed by the Trustee for the payment
of such  defaulted  interest,  notice  whereof shall be given to the  registered
holders  of the Debt  Securities  not less  than 10 days  prior to such  special
record date, all as more fully  provided in the Indenture.  The principal of and
interest on this Debt  Security  shall be payable at the office or agency of the
Trustee (or other Paying Agent appointed by the Company) maintained for that


                                      A-3
<PAGE>

purpose in any coin or currency of the United States of America that at the time
of payment is legal  tender for payment of public and private  debts;  provided,
however,  that  payment of interest  may be made at the option of the Company by
check  mailed to the  registered  holder at such  address as shall appear in the
Debt Security Register or by wire transfer of immediately  available funds to an
account  appropriately  designated  by the holder  hereof.  Notwithstanding  the
foregoing,  so long as the  holder of this Debt  Security  is the  Institutional
Trustee,  the payment of the  principal of and premium,  if any, and interest on
this Debt Security shall be made in immediately available funds when due at such
place and to such account as may be designated by the Institutional Trustee. All
payments  in  respect  of this Debt  Security  shall be  payable  in any coin or
currency  of the United  States of America  that at the time of payment is legal
tender for payment of public and private debts.

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


                                      A-4
<PAGE>

connection with any stockholder's  rights plan, or the issuance of rights, stock
or other  property  under any  stockholder's  rights plan, or the  redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise of such  warrants,  options or other  rights is the same stock as
that on which the  dividend  is being paid or ranks pari passu with or junior to
such stock).  Prior to the termination of any Extension Period,  the Company may
further extend such period,  provided,  that such period  together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive   quarterly  periods,  or  extend  beyond  the  Maturity  Date,  the
Redemption  Date or  Special  Redemption  Date,  as the  case  may be.  Upon the
termination  of any  Extension  Period  and upon  the  payment  of all  Deferred
Interest,  the  Company  may  commence a new  Extension  Period,  subject to the
foregoing  requirements.  No  interest  or  Deferred  Interest  shall be due and
payable  during an Extension  Period,  except at the end  thereof,  but Deferred
Interest  shall accrue upon each  installment  of interest that would  otherwise
have been due and payable during such Extension Period until such installment is
paid.  The  Company  must give the  Trustee  notice of its  election to begin or
extend  an  Extension  Period  at least  five  Business  Days  prior to the next
succeeding  Interest Payment Date on which interest on the Debt Securities would
have been payable except for the election to begin such Extension Period.

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

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

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

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


                                      A-5
<PAGE>

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

                                               MATRIX BANCORP, INC.


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________

Dated:____________________________, 2005

                          CERTIFICATE OF AUTHENTICATION

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

                                               Wells Fargo Bank, National
                                               Association, not in its
                                               individual capacity but solely
                                               as the Trustee


                                               By:______________________________
                                                       Authorized Officer


Dated:____________________________, 2005


                                      A-6
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      This Debt Security is one of a duly  authorized  series of Debt Securities
of the  Company,  all  issued  or to be issued  pursuant  to an  Indenture  (the
"Indenture"), dated as of June 30, 2005, duly executed and delivered between the
Company and Wells Fargo Bank, National Association,  as Trustee (the "Trustee"),
to which Indenture and all indentures  supplemental  thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and  immunities  thereunder  of the Trustee,  the Company and the holders of the
Debt Securities (referred to herein as the "Debt Securities") of which this Debt
Security  is a part.  The summary of the terms of this Debt  Security  contained
herein does not purport to be complete  and is  qualified  by  reference  to the
Indenture.

      Upon the occurrence and continuation of a Tax Event, an Investment Company
Event or a Capital Treatment Event (each a "Special Event"),  this Debt Security
may become due and  payable,  in whole or in part,  at any time,  within 90 days
following the occurrence of such Tax Event,  Investment Company Event or Capital
Treatment  Event (the  "Special  Redemption  Date"),  as the case may be, at the
Special Redemption Price. In the event that the Special Redemption Date falls on
a day after the Fixed Rate Period but prior to the LIBOR  Determination Date for
any  Interest  Payment  Period,  then the  Company  shall be  required to pay to
Securityholders,  on the Business Day following such LIBOR  Determination  Date,
any  additional  amount of interest  that would have been payable on the Special
Redemption   Date  had  the  amount  of  interest   determined   on  such  LIBOR
Determination  Date been known on the first day of such Interest Payment Period.
The Company shall also have the right to redeem this Debt Security at the option
of the  Company,  in whole or in part,  on any  January  7,  April 7,  July 7 or
October 7 on or after  July 7, 2010 (a  "Redemption  Date"),  at the  Redemption
Price.

      Any redemption  pursuant to the preceding  paragraph will be made, subject
to the receipt by the Company of prior  approval from any  regulatory  authority
with  jurisdiction  over the  Company if such  approval is then  required  under
applicable capital guidelines or policies of such regulatory authority, upon not
less than 30 days' nor more than 60 days'  notice.  If the Debt  Securities  are
only partially redeemed by the Company, the Debt Securities will be redeemed pro
rata or by lot or by any other method utilized by the Trustee.

      "Redemption  Price"  means  100%  of the  principal  amount  of  the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date or, in the case of a redemption  due to the
occurrence of a Special Event,  to the Special  Redemption  Date if such Special
Redemption Date is on or after July 7, 2010.

      "Special  Redemption  Price" means (1) if the Special  Redemption  Date is
before July 7, 2010, One Hundred Five Percent (105%) of the principal  amount to
be redeemed  plus any accrued  and unpaid  interest  thereon to the date of such
redemption and (2) if the Special  Redemption  Date is on or after July 7, 2010,
the Redemption Price for such Special Redemption Date.

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


                                      A-7
<PAGE>

      Upon the occurrence of an Acceleration  Event, the principal of all of the
Debt  Securities  may be declared  due and payable,  and upon such  acceleration
shall become due and payable,  in the manner, with the effect and subject to the
conditions provided in the Indenture.

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

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

      As provided in the Indenture and subject to certain limitations herein and
therein set forth,  this Debt Security is transferable by the registered  holder
hereof on the Debt Security Register of the Company, upon surrender of this Debt
Security for  registration of transfer at the office or agency of the Trustee in
Wilmington,  Delaware  accompanied  by a written  instrument or  instruments  of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered  holder hereof or such holder's  attorney duly authorized in writing,
and thereupon one or more new Debt  Securities of authorized  denominations  and
for the same aggregate principal


                                      A-8
<PAGE>

amount will be issued to the designated  transferee or  transferees.  No service
charge will be made for any such  registration of transfer,  but the Company may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge payable in relation thereto.

      Prior  to due  presentment  for  registration  of  transfer  of this  Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any  transfer  agent  and the Debt  Security  Registrar  may deem and  treat the
registered  holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving payment of the principal of and premium, if
any, and interest on this Debt Security and for all other purposes,  and neither
the Company nor the Trustee nor any  Authenticating  Agent nor any Paying  Agent
nor any transfer agent nor any Debt Security  Registrar shall be affected by any
notice to the contrary.

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

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

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

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


                                      A-9