Exhibit 10.13

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

                        JUNIOR SUBORDINATED INDENTURE

                                   between


                           MYSTIC FINANCIAL, INC.


                                     and


                            THE BANK OF NEW YORK,
                                 as Trustee

                        Dated as of February 14, 2003

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


<PAGE>


                              TABLE OF CONTENTS

                                                                       Page

                                  ARTICLE I
           Definitions and Other Provisions of General Application

Section 1.1.   Definitions                                                1
Section 1.2.   Compliance Certificate and Opinions                       10
Section 1.3.   Forms of Documents Delivered to Trustee                   10
Section 1.4.   Acts of Holders                                           11
Section 1.5.   Notices, Etc. to Trustee and Company                      13
Section 1.6.   Notice to Holders; Waiver                                 13
Section 1.7.   Effect of Headings and Table of Contents                  14
Section 1.8.   Successors and Assigns                                    14
Section 1.9.   Separability Clause                                       14
Section 1.10.  Benefits of Indenture                                     14
Section 1.11.  Governing Law                                             14
Section 1.12.  Submission to Jurisdiction                                14
Section 1.13.  Non-Business Days                                         15

                                 ARTICLE II
                               Security Forms

Section 2.1.   Form of Security                                          15
Section 2.2.   Restricted Legend                                         20
Section 2.3.   Form of Trustee's Certificate of Authentication           22
Section 2.4.   Temporary Securities                                      23
Section 2.5.   Definitive Securities                                     23

                                 ARTICLE III
                               The Securities

Section 3.1.   Payment of Principal and Interest                         23
Section 3.2.   Denominations                                             25
Section 3.3.   Execution, Authentication, Delivery and Dating            25
Section 3.4.   Global Securities                                         26
Section 3.5.   Registration, Transfer and Exchange Generally             28
Section 3.6.   Mutilated, Destroyed, Lost and Stolen Securities          29
Section 3.7.   Persons Deemed Owners                                     30


<PAGE>  i


                              TABLE OF CONTENTS
                                 (continued)

                                                                       Page

Section 3.8.   Cancellation                                              30
Section 3.9.   Deferrals of Interest Payment Dates                       30
Section 3.10.  Right of Set-Off                                          31
Section 3.11.  Agreed Tax Treatment                                      31
Section 3.12.  CUSIP Numbers                                             32

                                 ARTICLE IV
                         Satisfaction and Discharge

Section 4.1.   Satisfaction and Discharge of Indenture                   32
Section 4.2.   Application of Trust Money                                33

                                  ARTICLE V
                                  Remedies

Section 5.1.   Events of Default                                         33
Section 5.2.   Acceleration of Maturity; Rescission and Annulment        34
Section 5.3.   Collection of Indebtedness and Suits for Enforcement
               by Trustee                                                35
Section 5.4.   Trustee May File Proofs of Claim                          36
Section 5.5.   Trustee May Enforce Claim Without Possession
               of Securities                                             36
Section 5.6.   Application of Money Collected                            37
Section 5.7.   Limitation on Suits                                       37
Section 5.8.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest; Direct Action by Holders of
               Preferred Securities                                      38
Section 5.9.   Restoration of Rights and Remedies                        38
Section 5.10.  Rights and Remedies Cumulative                            38
Section 5.11.  Delay or Omission Not Waiver                              38
Section 5.12.  Control by Holders                                        39
Section 5.13.  Waiver of Past Defaults                                   39
Section 5.14.  Undertaking for Costs                                     39
Section 5.15.  Waiver of Usury, Stay or Extension Laws                   40

                                 ARTICLE VI
                                 The Trustee

Section 6.1.   Corporate Trustee Required                                40
Section 6.2.   Certain Duties and Responsibilities                       40


<PAGE>  ii


                              TABLE OF CONTENTS
                                 (continued)

                                                                       Page

Section 6.3.   Notice of Defaults                                        41
Section 6.4.   Certain Rights of Trustee                                 42
Section 6.5.   May Hold Securities                                       44
Section 6.6.   Compensation; Reimbursement; Indemnity                    44
Section 6.7.   Resignation and Removal; Appointment of Successor         45
Section 6.8.   Acceptance of Appointment by Successor                    45
Section 6.9.   Merger, Conversion, Consolidation or Succession
               to Business                                               46
Section 6.10.  Not Responsible for Recitals or Issuance of Securities    46
Section 6.11.  Appointment of Authenticating Agent                       46

                                 ARTICLE VII
              Holder's Lists and Reports by Trustee And Company

Section 7.1.   Company to Furnish Trustee Names and Addresses of
               Holders                                                   48
Section 7.2.   Preservation of Information, Communications to Holders    48
Section 7.3.   Reports by Company                                        49

                                ARTICLE VIII
            Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1.   Company May Consolidate, Etc., Only on Certain Terms      49
Section 8.2.   Successor Company Substituted                             50

                                 ARTICLE IX
                           Supplemental Indentures

Section 9.1.   Supplemental Indentures without Consent of Holders        50
Section 9.2.   Supplemental Indentures with Consent of Holders           51
Section 9.3.   Execution of Supplemental Indentures                      52
Section 9.4.   Effect of Supplemental Indentures                         52
Section 9.5.   Reference in Securities to Supplemental Indentures        52

                                  ARTICLE X
                                  Covenants

Section 10.1.  Payment of Principal, Premium and Interest                52
Section 10.2.  Money for Security Payments to be Held in Trust           53
Section 10.3.  Statement as to Compliance                                54
Section 10.4.  Calculation Agent                                         54


<PAGE>  iii


                              TABLE OF CONTENTS
                                 (continued)

                                                                       Page

Section 10.5.  Additional Tax Sums                                       55
Section 10.6.  Additional Covenants                                      55
Section 10.7.  Waiver of Covenants                                       56
Section 10.8.  Treatment of Securities                                   56

                                 ARTICLE XI
                          Redemption of Securities

Section 11.1.  Optional Redemption                                       56
Section 11.2.  Special Event Redemption                                  57
Section 11.3.  Election to Redeem; Notice to Trustee                     57
Section 11.4.  Selection of Securities to be Redeemed                    57
Section 11.5.  Notice of Redemption                                      58
Section 11.6.  Deposit of Redemption Price                               58
Section 11.7.  Payment of Securities Called for Redemption               59

                                 ARTICLE XII
                         Subordination of Securities

Section 12.1.  Securities Subordinate to Senior Debt                     59
Section 12.2.  No Payment When Senior Debt in Default; Payment
               Over of Proceeds Upon Dissolution, Etc.                   59
Section 12.3.  Payment Permitted If No Default                           61
Section 12.4.  Subrogation to Rights of Holders of Senior Debt           61
Section 12.5.  Provisions Solely to Define Relative Rights               61
Section 12.6.  Trustee to Effectuate Subordination                       62
Section 12.7.  No Waiver of Subordination Provisions                     62
Section 12.8.  Notice to Trustee                                         62
Section 12.9.  Reliance on Judicial Order or Certificate of
               Liquidating Agent                                         63
Section 12.10. Trustee Not Fiduciary for Holders of Senior Debt          63
Section 12.11. Rights of Trustee as Holder of Senior Debt;
               Preservation of Trustee's Rights                          63
Section 12.12. Article Applicable to Paying Agents                       64


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                              TABLE OF CONTENTS

                                                                       Page

SCHEDULES

Schedule A  -  Determination of LIBOR

Exhibit A   -  Form of Officer's Certificate


<PAGE>  v


      Junior Subordinated Indenture, dated as of February 14, 2003, between
Mystic Financial Inc.,  a Delaware corporation (the "Company"), and The
Bank of New York, a New York banking corporation, as Trustee (in such
capacity, the "Trustee").

                           Recitals of the Company

      Whereas, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of its unsecured junior
subordinated deferrable interest notes (the "Securities") issued to
evidence loans made to the Company of the proceeds from the issuance by
Mystic Financial Capital Trust II, a Delaware statutory trust (the
"Trust"), of undivided preferred beneficial interests in the assets of the
Trust (the "Preferred Securities") and undivided common beneficial
interests in the assets of the Trust (the "Common Securities" and,
collectively with the Preferred Securities, the "Trust Securities"), and to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered; and

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

      Now, therefore, this Indenture Witnesseth:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities,
as follows:

                                  ARTICLE I

           Definitions and Other Provisions of General Application

      SECTION 1.1.  Definitions.

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

            (a)   the terms defined in this Article I have the meanings
      assigned to them in this Article I;

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

            (c)   all accounting terms not otherwise defined herein have
      the meanings assigned to them in accordance with GAAP;

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

            (e)   the words "hereby", "herein", "hereof" and "hereunder"
      and other words of similar import refer to this Indenture as a whole
      and not to any particular Article, Section or other subdivision;


<PAGE>  1


            (f)   a reference to the singular includes the plural and vice
      versa; and

            (g)   the masculine, feminine or neuter genders used herein
      shall include the masculine, feminine and neuter genders.

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

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

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

      "Additional Tax Sums" has the meaning specified in Section 10.5.

      "Additional Taxes" means taxes, duties or other governmental charges
imposed on the Trust as a result of a Tax Event (which, for the sake of
clarity, does not include amounts required to be deducted or withheld by
the Trust from payments made by the Trust to or for the benefit of the
Holder of, or any Person that acquires a beneficial interest in, the
Securities).

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

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

      "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
the Securities.

      "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

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

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


<PAGE>  2


      "Business Day" means any day other than (i) a Saturday or Sunday,
(ii) a day on which banking institutions in the City of New York are
authorized or required by law or executive order to remain closed or (iii)
a day on which the Corporate Trust Office of the Trustee is closed for
business.

      "Calculation Agent" has the meaning specified in Section 10.4.

      "Capital Disqualification Event" means the receipt by the Company of
an Opinion of Counsel experienced in such matters that, as a result of an
amendment to or a change in law or regulation (including any announced
prospective change) or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than insubstantial risk that within
ninety (90) days of the date of such opinion, the aggregate principal
amount of the Securities will not be eligible to be treated by the Company
as "Tier 1 Capital" (or the then equivalent) for purposes of the capital
adequacy guidelines of the Federal Reserve Board or other "appropriate
Federal banking agency" as such term is defined in 12 U.S.C. 1813(q), which
amendment, change or prospective change becomes effective or would become
effective, as the case may be, on or after the date of issuance of the
Securities; provided, however, that the inability of the Company to treat
all or any portion of the principal amount of the Securities as Tier 1
Capital shall not constitute the basis for a Capital Disqualification Event
if such inability results from the Company having such Securities
outstanding in an amount that for any reason is in excess of the amount
which may now or hereafter qualify for treatment as Tier 1 Capital under
applicable capital adequacy guidelines.

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

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

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

      "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by its Chairman of the
Board of Directors, its Vice Chairman of the Board of Directors, its Chief
Executive Officer, President or a Vice President, and by its Chief
Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at 101
Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration.

      "Debt" means, with respect to any Person, whether recourse is to all
or a portion of the assets of such Person, whether currently existing or
hereafter incurred and whether or not contingent and without duplication,
(i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses; (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person;
(iv) every


<PAGE>  3


obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding trade accounts payable or other
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) all indebtedness of such
Person, whether incurred on or prior to the date of this Indenture or
thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements; (vii) every
obligation of the type referred to in clauses (i) through (vi) of another
Person and all dividends of another Person the payment of which, in either
case, such Person has guaranteed or is responsible or liable for, directly
or indirectly, as obligor or otherwise; and (viii) any renewals,
extensions, refundings, amendments or modifications of any obligation of
the type referred to in clauses (i) through (vii).

      "Defaulted Interest" has the meaning specified in Section 3.1.

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

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

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

      "Distributions" means amounts payable in respect of the Trust
Securities as provided in the Trust Agreement and referred to therein as
"Distributions."

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

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

      "Event of Default" has the meaning specified in Section 5.1.

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

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

      "Extension Period" has the meaning specified in Section 3.9.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, as from time to time constituted, or if at any time after
the execution of this Indenture such Board is not existing and performing
the duties now assigned to it, then the body performing such duties on such
date.


<PAGE.  4


      "GAAP" means United States generally accepted accounting principles,
consistently applied, from time to time in effect.

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

      "Government Obligation" means (a) any security that is (i) a direct
obligation of the United States of America of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of
a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (b) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Government Obligation that
is specified in clause (a) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any Government Obligation that is so
specified and held, provided, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.

      "Guarantee Agreement" means the Guarantee Agreement executed by the
Company and The Bank of New York, as Guarantee Trustee, contemporaneously
with the execution and delivery of this Indenture, for the benefit of the
holders of the Preferred Securities, as modified, amended or supplemented
from time to time.

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

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

      "Interest Payment Date" means February 15th, May 15th, August 15th,
and November 15th, of each year, commencing on May 15, 2003, during the
term of this Indenture.

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

      "Investment Company Event" means the receipt by the Company of an
Opinion of Counsel experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation (including any
announced prospective change) or a 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 ninety (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, which change or
prospective change becomes effective or would become effective, as the case
may be, on or after the date of the issuance of the Securities.


<PAGE>  5


      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

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

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

      "Office of Thrift Supervision" means the Office of Thrift
Supervision, as from time to time constituted or, if at any time after the
execution of this Indenture such Office is not existing and performing the
duties now assigned to it, then the body performing such duties at such
time.

      "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer,
President or a Vice President, and by the Chief Financial Officer,
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company and delivered to the Trustee.

      "Operative Documents" means the Trust Agreement, the Indenture, the
Purchase Agreement, the Guarantee Agreement and the Securities.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company or any Affiliate of the Company.

      "Original Issue Date" means the date of original issuance of each
Security.

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

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

            (ii)  Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or
      any Paying Agent (other than the Company) in trust or set aside and
      segregated in trust by the Company (if the Company shall act as its
      own Paying Agent) for the Holders of such Securities; provided, that,
      if such Securities are to be redeemed, notice of such redemption has
      been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made; and

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


<PAGE>  6


provided, that, in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities
owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned that have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor. Notwithstanding anything herein to the contrary, Securities
initially issued to the Trust that are owned by the Trust shall be deemed
to be Outstanding notwithstanding the ownership by the Company or an
Affiliate of any beneficial interest in the Trust.

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

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

      "Place of Payment" means, with respect to the Securities, the
Corporate Trust Office of the Trustee.

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

      "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security. For the purposes of this definition,
any security authenticated and delivered under Section 3.6 in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.

      "Proceeding" has the meaning specified in Section 12.2.

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

      "Purchase Agreement" means the agreement, dated as of the date
hereof, between the Company and the Trust and Trapeza CDO II, LLC.

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


<PAGE>  7


      "Redemption Price" means, when used with respect to any Security to
be redeemed, in whole or in part, the price at which such security or
portion thereof is to be redeemed as fixed by or pursuant to this
Indenture.

      "Reference Banks" has the meaning specified in Schedule A.

      "Regular Record Date" for the interest payable on any Interest
Payment Date with respect to the Securities means the date that is fifteen
(15) days preceding such Interest Payment Date (whether or not a Business
Day).

      "Responsible Officer" means, with respect to the Trustee, any Senior
Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer,
any Trust Officer or Assistant Trust Officer, or any other officer of the
Corporate Trust Department of the Trustee 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.

      "Rights Plan" means a plan of the Company providing for the issuance
by the Company to all holders of its Common Stock of rights entitling the
holders thereof to subscribe for or purchase shares of any class or series
of capital stock of the Company which rights (i) are deemed to be
transferred with such shares of such Common Stock and (ii) are also issued
in respect of future issuances of such Common Stock, in each case until the
occurrence of a specified event or events.

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

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

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

      "Senior Debt" means the principal of and any premium and interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not
such claim for post-petition interest is allowed in such proceeding) all
Debt of the Company, whether incurred on or prior to the date of this
Indenture or thereafter incurred, unless it is provided in the instrument
creating or evidencing the same or pursuant to which the same is
outstanding, that such obligations are not superior in right of payment to
the Preferred Securities; provided, however, that if the Company is subject
to the regulation and supervision of an "appropriate Federal banking
agency" within the meaning of 12 U.S.C. 1813(q), the Company shall have
received the approval of such appropriate Federal banking agency  prior to
issuing any such obligation; provided further, that Senior Debt shall not
include any other debt securities, and guarantees in respect of such debt
securities, issued to any trust other than the Trust (or a trustee of such
trust), partnership or other entity affiliated with the Company that is a
financing vehicle of the Company (a "financing entity"), in connection with
the issuance by such financing entity of equity securities or other
securities that are treated as equity capital for regulatory capital
purposes guaranteed by the Company pursuant to an instrument that ranks
pari passu with or junior in right of payment to the Guarantee Agreement,


<PAGE>  8


including, without limitation, the Floating Rate Junior Subordinated Debt
Securities of the Company issued under the Indenture, dated April 10, 2002,
between the Company and Wilmington Trust Company, as trustee.

      "Special Event" means the occurrence of a Capital Disqualification
Event, an Investment Company Event or a Tax Event.

      "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.1.

      "Stated Maturity" means February 15, 2033.

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

      "Tax Event" means the receipt by the Company of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) 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 (b) any judicial
decision or any official administrative pronouncement (including any
private letter ruling, technical advice memorandum or field service advice)
or regulatory procedure, including any notice or announcement of intent to
adopt any such pronouncement or procedure (an "Administrative Action"),
regardless of whether such judicial decision or Administrative Action 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,
change, judicial decision or Administrative Action is enacted, promulgated
or announced, in each case, on or after the date of issuance of the
Securities, there is more than an insubstantial risk that (i) the Trust is,
or will be within ninety (90) days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued
on the Securities, (ii) interest payable by the Company on the Securities
is not, or within ninety (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
ninety (90) days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

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

      "Trust Agreement" means the Amended and Restated Trust Agreement
executed and delivered by the Company, the Property Trustee, The Bank of
New York (Delaware) and the Administrative Trustees named therein,
contemporaneously with the execution and delivery of this Indenture, for
the benefit of the holders of the Trust Securities, as amended or
supplemented from time to time.

      "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument, solely in its capacity as such and not in its
individual capacity, until a successor


<PAGE>  9


Trustee shall have become such pursuant to the applicable provisions of
this Indenture, and, thereafter, "Trustee" shall mean or include each
Person who is then a Trustee hereunder.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended and as in effect on the date as of this Indenture.

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

      SECTION 1.2.  Compliance Certificate and Opinions.

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

      (b)   Every certificate with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate
provided pursuant to Section 10.3) shall include:

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

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

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

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

      SECTION 1.3.  Forms of Documents Delivered to Trustee.

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

      (b)   Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless


<PAGE>  10


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

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

      (d)   Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officers' Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument
may be substituted therefor in corrected form with the same force and
effect as if originally received in the corrected form and, irrespective of
the date or dates of the actual execution and/or delivery thereof, such
substitute document or instrument shall be deemed to have been executed
and/or delivered as of the date or dates required with respect to the
document or instrument for which it is substituted.  Without limiting the
generality of the foregoing, any Securities issued under the authority of
such defective document or instrument shall nevertheless be the valid
obligations of the Company entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities.

      SECTION 1.4.  Acts of Holders.

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

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


<PAGE>  11


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

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

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

      (f)   Except as set forth in paragraph (g) of this Section 1.4, the
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and
no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided, that no
such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date (as defined below) by Holders of the requisite
principal amount of Outstanding Securities on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no
effect).  Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the
manner set forth in Section 1.6.

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


<PAGE>  12


      (h)   With respect to any record date set pursuant to paragraph (f)
or (g) of this Section 1.4, the party hereto that sets such record date may
designate any day as the "Expiration Date" and from time to time may change
the Expiration Date to any earlier or later day; provided, that no such
change shall be effective unless notice of the proposed new Expiration Date
is given to the other party hereto in writing, and to each Holder of
Securities in the manner set forth in Section 1.6, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section 1.4, the party
hereto that set such record date shall be deemed to have initially
designated the ninetieth (90th) day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the one hundred and
eightieth (180th) day after the applicable record date.

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

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

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

      (b)   the Company by the Trustee, any Holder or any holder of
Preferred Securities shall be sufficient for every purpose hereunder if in
writing and mailed, first class, postage prepaid, to the Company addressed
to it at 60 High Street, Medford, Massachusetts 02155, Attn: Anthony J.
Patti or at any other address previously furnished in writing to the
Trustee by the Company.

      SECTION 1.6.  Notice to Holders; Waiver.

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


<PAGE>  13


      SECTION 1.7.  Effect of Headings and Table of Contents.

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

      SECTION 1.8.  Successors and Assigns.

      This Indenture shall be binding upon and shall inure to the benefit
of any successor to the Company and the Trustee, including any successor by
operation of law.  Except in connection with a transaction involving the
Company that is permitted under Article VIII and pursuant to which the
assignee agrees in writing to perform the Company's obligations hereunder,
the Company shall not assign its obligations hereunder.

      SECTION 1.9.  Separability Clause.

      If any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby, and there shall be deemed substituted for the
provision at issue a valid, legal and enforceable provision as similar as
possible to the provision at issue.

      SECTION 1.10.  Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their
successors and assigns, the holders of Senior Debt, the Holders of the
Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9,
5.11, 5.13, 9.2 and 10.7, the holders of Preferred Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

      SECTION 1.11.  Governing Law.

      This Indenture and the rights and obligations of each of the Holders,
the Company and the Trustee shall be construed and enforced in accordance
with and governed by the laws of the State of New York without reference to
its conflict of laws provisions (other than Section 5-1401 of the General
Obligations Law).

      SECTION 1.12.  Submission to Jurisdiction.

      ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO
THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN
EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY
OF THIS INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS INDENTURE.


<PAGE>  14


      SECTION 1.13.  Non-Business Days.

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

                                 ARTICLE II

                               Security Forms

      SECTION 2.1.  Form of Security.

      Any Security issued hereunder shall be in substantially the following
form:

                           MYSTIC FINANCIAL, INC.

               Floating Rate Junior Subordinated Note due 2033

No. _____________                                            $ ____________

      Mystic Financial, Inc., a corporation organized and existing under
the laws of Delaware (hereinafter called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of $__________ Dollars [if the Security is a
Global Security, then insert- or such other principal amount represented
hereby as may be set forth in the records of the Securities Registrar
hereinafter referred to in accordance with the Indenture] on February 15,
2033.  The Company further promises to pay interest on said principal sum
from February 14, 2003, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on February 15th, May 15th, August
15th and November 15th of each year, commencing May 15, 2003, or if any
such day is not a Business Day, on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed
for the period from and after such Interest Payment Date until such next
succeeding Business Day), except that, if such Business Day falls in the
next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and
effect as if made on the Interest Payment Date, at the rate equal to LIBOR
plus 3.25% per annum, provided, that, the applicable interest rate shall
not exceed 12.0% through the Interest Payment Date in February, 2008,
together with Additional Tax Sums, if any, as provided in Section 10.5 of
the Indenture, until the principal hereof is paid or duly provided for or
made available for payment; provided, further, that any overdue principal,
premium or Additional Tax Sums and any overdue installment of interest
shall bear Additional Interest (to the extent that the payment of such
interest shall be legally enforceable) at the rate equal to LIBOR plus
3.25% per


<PAGE>  15


annum (provided, that, the applicable interest rate on such overdue
principal, premium or Additional Tax Sums and any overdue installment of
interest shall not exceed 12.0% through the Interest Payment Date in
February, 2008), compounded quarterly, from the dates such amounts are due
until they are paid or made available for payment, and such interest shall
be payable on demand.

      The amount of interest payable shall be computed on the basis of a
360-day year and the actual number of days elapsed in the relevant interest
period. The amount of interest payable for any full interest period shall
be computed by dividing the applicable rate per annum by four. The interest
so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in the Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest installment.  Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than ten (10) days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

      So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the
term of this Security, to defer the payment of interest on this Security
for a period of up to twenty (20) consecutive quarterly interest payment
periods (each such period, an "Extension Period"), during which Extension
Period(s), no interest shall be due and payable (except any Additional Tax
Sums that may be due and payable).  No Extension Period shall end on a date
other than an Interest Payment Date, and no Extension Period shall extend
beyond the Stated Maturity of the principal of this Security.  No interest
shall be due and payable during an Extension Period (except any Additional
Tax Sums that may be due and payable), except at the end thereof, but each
installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest (to the extent
payment of such interest would be legally enforceable) at the rate equal to
LIBOR plus 3.25% per annum (provided, that, the applicable interest rate
shall not exceed 12.0% through the Interest Payment Date in February,
2008), compounded quarterly, from the dates on which amounts would have
otherwise been due and payable until paid or made available for payment.
At the end of any such Extension Period, the Company shall pay all interest
then accrued and unpaid on this Security, together with such Additional
Interest.  Prior to the termination of any such Extension Period, the
Company may further defer the payment of interest; provided, that (i) all
such previous and further extensions comprising such Extension Period do
not exceed twenty (20) quarterly interest payment periods, (ii) no
Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension Period shall extend beyond the Stated Maturity of
the principal of this Security.  Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may
elect to begin a new Extension Period; provided, that (i) such Extension
Period does not exceed twenty (20) quarterly interest payment periods, (ii)
no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension Period shall extend beyond the Stated Maturity of
the


<PAGE>  16


principal of this Security.  The Company shall give the Holder of this
Security and the Trustee written notice of its election to begin any such
Extension Period at least one Business Day prior to the next succeeding
Interest Payment Date on which interest on this Security would be payable
but for such deferral or, so long as this Security is held by the Trust, at
least one Business Day prior to the earlier of (i) the next succeeding date
on which Distributions on the Preferred Securities of Mystic Financial
Capital Trust II would be payable but for such deferral and (ii) the date
on which the Property Trustee of such Trust is required to give notice to
any securities exchange or other applicable self-regulatory organization or
to holders of such Preferred Securities of the record date for the payment
of such Distributions.

      During any such Extension Period, the Company shall not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the Company's capital
stock or (ii) make any payment of principal of or any interest or premium
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 this Security
(other than (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with (1) any employment
contract, benefit plan or other similar arrangement with or for the benefit
of any one or more employees, officers, directors or consultants, (2) a
dividend reinvestment or stockholder stock purchase plan or (3) 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 an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock 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 Rights Plan, the issuance
of rights, stock or other property under any Rights Plan, or the redemption
or repurchase of rights pursuant thereto or (e) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock).

      Payment of principal of, premium, if any, and interest on this
Security shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.  Payments of principal, premium, if any, and interest due at
the Maturity of this Security shall be made at the office or agency of the
Company maintained for that purpose in the Place of Payment upon surrender
of such Securities to the Paying Agent, and payments of interest shall be
made, subject to such surrender where applicable, by wire transfer at such
place and to such account at a banking institution in the United States as
may be designated in writing to the Paying Agent at least ten (10) Business
Days prior to the date for payment by the Person entitled thereto unless
proper written transfer instructions have not been received by the relevant
record date, in which case such payments shall be made by check mailed to
the address of such Person as such address shall appear in the Security
Register.  Notwithstanding the foregoing, so long as the holder of this
Security is the Property Trustee, the payment of the principal of (and
premium, if any) and interest (including any overdue installment of
interest and Additional Tax Sums, if any) on this Security will be made at
such place and to such account as may be designated by the Property
Trustee.


<PAGE>  17


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

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

      This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture,
dated as of February 14, 2003 (the "Indenture"), between the Company and
The Bank of New York, as Trustee (in such capacity, the "Trustee," which
term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior
Debt and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

      All terms used in this Security that are defined in the Indenture or
in the Amended and Restated Trust Agreement, dated as of February 14, 2003
(as modified, amended or supplemented from time to time, the "Trust
Agreement"), relating to Mystic Financial Capital Trust II (the "Trust"),
among the Company, as Depositor, the Trustees named therein and the Holders
from time to time of the Trust Securities issued pursuant thereto, shall
have the meanings assigned to them in the Indenture or the Trust Agreement,
as the case may be.

      The Company may, on any Interest Payment Date, at its option, upon
not less than thirty (30) days' nor more than sixty (60) days' written
notice to the Holders of the Securities (unless a shorter notice period
shall be satisfactory to the Trustee) on or after February 15, 2008 and
subject to the terms and conditions of Article XI of the Indenture, redeem
this Security in whole at any time or in part from time to time at a
Redemption Price equal to one hundred percent (100%) of the principal
amount hereof, together, in the case of any such redemption, with accrued
interest, including any Additional Interest, to but excluding the date
fixed for redemption; provided, that the Company shall have received the
prior approval of the Federal Reserve Board if then required.

      In addition, upon the occurrence and during the continuation of a
Special Event, the Company may, at its option, upon not less than thirty
(30) days' nor more than sixty (60) days' written notice to the Holders of
the Securities (unless a shorter notice period shall be satisfactory to the
Trustee), redeem this Security, in whole but not in part, subject to the
terms and conditions of Article XI of the Indenture at a Redemption Price
equal to one hundred percent (100%) of the principal amount hereof,
together, in the case of any such redemption, with accrued interest,


<PAGE>  18


including any Additional Interest, to but excluding the date fixed for
redemption; provided, that the Company shall have received the prior
approval of the Federal Reserve Board if then required.

      In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.  If less than
all the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected not more than sixty (60) days prior to the
Redemption Date by the Trustee from the Outstanding Securities not
previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption
of a portion of the principal amount of any Security.

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

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

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

      The Securities are issuable only in registered form without coupons
in minimum denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

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


<PAGE>  19


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

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

      This Security shall be construed and enforced in accordance with and
governed by the laws of the State of New York, without reference to its
conflict of laws provisions (other than Section 5-1401 of the General
Obligations Law).

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

                                       Mystic Financial, Inc.

                                       By:
                                           --------------------------------
                                           Name:
                                           Title:

      SECTION 2.2.  Restricted Legend.

      (a)   Any Security issued hereunder shall bear a legend in
substantially the following form:

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

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


<PAGE>  20


      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
      IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES, AND ANY
      INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
      THEREFROM.  EACH PURCHASER OF ANY SECURITIES IS HEREBY NOTIFIED THAT
      THE SELLER OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE
      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      UNDER THE SECURITIES ACT.

      THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES
      FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE
      OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY,
      (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
      INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
      ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO
      AN INSTITUTIONAL "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, (IV) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V)
      PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
      UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE
      OF (III) OR (V), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN
      OPINION OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO IT AND (B)
      THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF THE
      RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
      HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY
      ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK
      HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND
      MULTIPLES OF $1,000 IN EXCESS THEREOF 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 SUCH SECURITIES FOR ANY PURPOSE,
      INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR
      INTEREST ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH
      PURPORTED


<PAGE>  21


      TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH
      SECURITIES.

      HE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS
      ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS
      THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
      "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND
      NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD
      THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR
      HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
      95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
      PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST THEREIN, 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
      THE SECURITIES 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.

      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")."

      (b)   The above legend shall not be removed from any Security unless
there is delivered to the Company satisfactory evidence, which may include
an opinion of counsel, as may be reasonably required to ensure that any
future transfers thereof may be made without restriction under the
provisions of the Securities Act and other applicable law.  Upon provision
of such satisfactory evidence, the Company shall execute and deliver to the
Trustee, and the Trustee shall deliver, at the written direction of the
Company, a Security that does not bear the legend.

      SECTION 2.3.  Form of Trustee's Certificate of Authentication.

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


<PAGE>  22


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

      Dated:

                                       THE BANK OF NEW YORK, as Trustee

                                       By:
                                           --------------------------------
                                           Authorized officer

      SECTION 2.4.  Temporary Securities.

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

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

      SECTION 2.5.  Definitive Securities.

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

                                 ARTICLE III

                               The Securities

      SECTION 3.1.  Payment of Principal and Interest.

      (a)   The unpaid principal amount of the Securities shall bear
interest at the rate of LIBOR plus 3.25% per annum until paid or duly
provided for, provided, that, the applicable interest rate


<PAGE>  23


shall not exceed 12.0% through the interest payment date in February, 2008,
such interest to accrue from the Original Issue Date or from the most
recent Interest Payment Date to which interest has been paid or duly
provided for, and any overdue principal, premium or Additional Tax Sums and
any overdue installment of interest shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at the rate
equal to LIBOR plus 3.25% per annum (provided, that, the applicable
interest rate on such overdue principal, premium or Additional Tax Sums and
any overdue installment of interest shall not exceed 12.0% through the
Interest Payment Date in February, 2008, from the dates such amounts are
due until they are paid or funds for the payment thereof are made available
for payment.

      (b)   Interest and Additional Interest on any Security that is
payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, except that interest and any
Additional Interest payable on the Stated Maturity (or any date of
principal repayment upon early maturity) of the principal of a Security or
on a Redemption Date shall be paid to the Person to whom principal is paid.
The initial payment of interest on any Security that is issued between a
Regular Record Date and the related Interest Payment Date shall be payable
as provided in such Security.

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

            (i)   The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names the 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 (a "Special Record Date"), which shall be fixed in the
      following manner.  At least thirty (30) days prior to the date of the
      proposed payment, the Company shall notify the Trustee in writing of
      the amount of Defaulted Interest proposed to be paid on each Security
      and the date of the proposed payment, and at the same time the
      Company shall deposit with the Trustee an amount of money equal to
      the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for
      such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons
      entitled to such Defaulted Interest. Thereupon the Trustee shall fix
      a Special Record Date for the payment of such Defaulted Interest,
      which shall be not more than fifteen (15) days and not less than ten
      (10) days prior to the date of the proposed payment and not less than
      ten (10) days after the receipt by the Trustee of the notice of the
      proposed payment. The Trustee shall promptly notify the Company of
      such Special Record Date and, in the name and at the expense of the
      Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be mailed, first
      class, postage prepaid, to each Holder of a Security at the address
      of such Holder as it appears in the Securities Register not less than
      ten (10) days prior to such Special Record Date.  Notice of the
      proposed payment of such Defaulted Interest and the Special Record
      Date therefor having been so mailed, such Defaulted Interest shall be
      paid to the Persons in whose


<PAGE>  24


      names the Securities (or their respective Predecessor Securities) are
      registered on such Special Record Date; or

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

      (d)   Payments of interest on the Securities shall include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Securities shall be computed and paid on the basis of a
360-day year and the actual number of days elapsed in the relevant interest
period.

      (e)   Payment of principal of, premium, if any, and interest on the
Securities shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.  Payments of principal, premium, if any, and interest due at
the Maturity of such Securities shall be made at the Place of Payment upon
surrender of such Securities to the Paying Agent and payments of interest
shall be made subject to such surrender where applicable, by wire transfer
at such place and to such account at a banking institution in the United
States as may be designated in writing to the Paying Agent at least ten
(10) Business Days prior to the date for payment by the Person entitled
thereto unless proper written transfer instructions have not been received
by the relevant record date, in which case such payments shall be made by
check mailed to the address of such Person as such address shall appear in
the Security Register.  Notwithstanding the foregoing, so long as the
holder of this Security is the Property Trustee, the payment of the
principal of (and premium if any) and interest (including any overdue
installment of interest and Additional Tax Sums, if any) on this Security
will be made at such place and to such account as may be designated by the
Property Trustee.

      (f)   Subject to the foregoing provisions of this Section 3.1, each
Security delivered under this Indenture upon transfer of or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.

      SECTION 3.2.  Denominations.

      The Securities shall be in registered form without coupons and shall
be issuable in minimum denominations of $100,000 and any integral multiple
of $1,000 in excess thereof.

      SECTION 3.3.  Execution, Authentication, Delivery and Dating.

      (a)   At any time and from time to time after the execution and
delivery of this Indenture,  the Company may deliver Securities in an
aggregate principal amount (including all then Outstanding Securities) not
in excess of $7,217,000 executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. In authenticating
such Securities, and accepting the additional responsibilities


<PAGE>  25


under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon:

            (i)   a copy of any Board Resolution relating thereto; and

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

      (b)   The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or
one of its Vice Presidents, under its corporate seal reproduced or
impressed thereon and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may
be manual or facsimile.  Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or did not hold such offices at the date of
such Securities.

      (c)   No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by the manual signature of one
of its authorized officers, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.8, for
all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

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

      SECTION 3.4.  Global Securities.

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

      (b)   Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (i) such Depositary advises the
Trustee and the Company in writing that such Depositary is no longer
willing or able to properly discharge its


<PAGE>  26


responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within ninety (90) days of
receipt by the Company of such notice, (ii) such Depositary ceases to be a
clearing agency registered under the Exchange Act and no successor is
appointed by the Company within ninety (90) days after obtaining knowledge
of such event, (iii) the Company executes and delivers to the Trustee a
Company Order stating that the Company elects to terminate the book-entry
system through the Depositary or (iv) an Event of Default shall have
occurred and be continuing.  Upon the occurrence of any event specified in
clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the
Depositary and instruct the Depositary to notify all owners of beneficial
interests in such Global Security of the occurrence of such event and of
the availability of Securities to such owners of beneficial interests
requesting the same.  Upon the issuance of such Securities and the
registration in the Securities Register of such Securities in the names of
the Holders of the beneficial interests therein, the Trustees shall
recognize such holders of beneficial interests as Holders.

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

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

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

      (f)   The Depositary or its nominee, as the registered owner of a
Global Security, shall be the Holder of such Global Security for all
purposes under this Indenture and the Securities, and owners of beneficial
interests in a Global Security shall hold such interests pursuant to the


<PAGE>  27


Applicable Depository Procedures. Accordingly, any such owner's beneficial
interest in a Global Security shall be shown only on, and the transfer of
such interest shall be effected only through, records maintained by the
Depositary or its nominee or its Depositary Participants.  The Securities
Registrar and the Trustee shall be entitled to deal with the Depositary for
all purposes of this Indenture relating to a Global Security (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 Security and shall have no obligations
to the owners of beneficial interests therein.  Neither the Trustee nor the
Securities Registrar shall have any liability in respect of any transfers
effected by the Depositary.

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

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

      SECTION 3.5.  Registration, Transfer and Exchange Generally.

      (a)   The Trustee shall cause to be kept at the Corporate Trust
Office a register (the "Securities Register") in which the registrar and
transfer agent with respect to the Securities (the "Securities Registrar"),
subject to such reasonable regulations as it may prescribe, shall provide
for the registration of Securities and of transfers and exchanges of
Securities. The Trustee shall at all times also be the Securities
Registrar.  The provisions of Article VI shall apply to the Trustee in its
role as Securities Registrar.

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

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


<PAGE>  28


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

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

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

      (g)   Neither the Company nor the Trustee shall be required pursuant
to the provisions of this Section 3.5 (g) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of
business fifteen (15) days before the day of selection for redemption of
Securities pursuant to Article XI and ending at the close of business on
the day of mailing of the notice of redemption or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or
in part, except, in the case of any such Security to be redeemed in part,
any portion thereof not to be redeemed.

      (h)   The Company shall designate an office or offices or agency or
agencies where Securities may be surrendered for registration or transfer
or exchange.  The Company initially designates the Corporate Trust Office
as its office and agency for such purposes.  The Company shall give prompt
written notice to the Trustee and to the Holders of any change in the
location of any such office or agency.

      SECTION 3.6.  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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


<PAGE>  29


      (d)   Upon the issuance of any new Security under this Section 3.6,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

      (e)   Every new Security issued pursuant to this Section 3.6 in lieu
of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not
the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities
duly issued hereunder.

      (f)   The provisions of this Section 3.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

      SECTION 3.7.  Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of
and any interest on such Security and for all other purposes whatsoever,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

      SECTION 3.8.  Cancellation.

      All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and
all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section 3.8, except as expressly
permitted by this Indenture. All canceled Securities shall be disposed of
by the Trustee in accordance with its customary practices and the Trustee
shall deliver to the Company a certificate of such disposition.

      SECTION 3.9.  Deferrals of Interest Payment Dates.

      (a)   So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time and from time to time during
the term of the Security, to defer the payment of interest on the
Securities for a period of up to twenty (20) consecutive quarterly interest
payment periods (each such period, an "Extension Period"), during which
Extension Period(s), the Company shall have the right to make no payments
or partial payments of interest on any Interest Payment Date (except any
Additional Tax Sums that otherwise may be due and payable).  No Extension
Period shall end on a date other than an Interest Payment Date and no
Extension Period shall extend beyond the Stated Maturity of the principal
of the Securities.  No interest shall be due and payable during an
Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such
Extension Period shall bear Additional Interest (to the extent payment of
such interest would be legally


<PAGE>  30


enforceable) at the rate equal to LIBOR plus 3.25% per annum (provided,
that, the applicable interest rate shall not exceed 12.0% through the
Interest Payment Date in February, 2008, compounded quarterly, from the
dates on which amounts would have otherwise been due and payable until paid
or until funds for the payment thereof have been made available for
payment.  At the end of any such Extension Period, the Company shall pay
all interest then accrued and unpaid on the Securities together with such
Additional Interest.  Prior to the termination of any such Extension
Period, the Company may extend such Extension Period and further defer the
payment of interest; provided, that (i) all such previous and further
extensions comprising such Extension Period do not exceed twenty (20)
quarterly interest payment periods, (ii) no Extension Period shall end on a
date other than an Interest Payment Date and (iii) no Extension Period
shall extend beyond the Stated Maturity of the principal of the Securities.
Upon the termination of any such Extension Period and upon the payment of
all accrued and unpaid interest and any Additional Interest then due on any
Interest Payment Date, the Company may elect to begin a new Extension
Period; provided, that (i) such Extension Period does not exceed twenty
(20) quarterly interest payment periods, (ii) no Extension Period shall end
on a date other than an Interest Payment Date and (iii) no Extension Period
shall extend beyond the Stated Maturity of the principal of the Securities.
The Company shall give the Holders of the Securities and the Trustee
written notice of its election to begin any such Extension Period at least
one Business Day prior to the next succeeding Interest Payment Date on
which interest on the Securities would be payable but for such deferral or,
so long as any Securities are held by the Trust, at least one Business Day
prior to the earlier of (i) the next succeeding date on which Distributions
on the Preferred Securities of such Trust would be payable but for such
deferral and (ii) the date on which the Property Trustee of such Trust is
required to give notice to any securities exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of
the record date for the payment of such Distributions.

      (b)   In connection with any such Extension Period, the Company shall
be subject to the restrictions set forth in Section 10.6(a).

      SECTION 3.10.  Right of Set-Off.

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

      SECTION 3.11.  Agreed Tax Treatment.

      Each Security issued hereunder shall provide that the Company and, by
its acceptance or acquisition of a Security or a beneficial interest
therein, the Holder of, and any Person that acquires a direct or indirect
beneficial interest in, such Security, intend and agree to treat such
Security as indebtedness of the Company for United States Federal, state
and local tax purposes and to treat the Preferred Securities (including but
not limited to all payments and proceeds with respect to the Preferred
Securities) as an undivided beneficial ownership interest in the Securities
(and payments and proceeds therefrom, respectively) for United States
Federal, state and local tax purposes.  The provisions of this Indenture
shall be interpreted to further this intention and agreement of the
parties.


<PAGE>  31


      SECTION 3.12.  CUSIP Numbers.

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

                                 ARTICLE IV

                         Satisfaction and Discharge

      SECTION 4.1.  Satisfaction and Discharge of Indenture.

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

      (a)   either

            (i)   all Securities theretofore authenticated and delivered
      (other than (A) Securities that have been mutilated, destroyed, lost
      or stolen and that have been replaced or paid as provided in Section
      3.6 and (B) Securities for whose payment money has theretofore been
      deposited in trust or segregated and held in trust by the Company and
      thereafter repaid to the Company or discharged from such trust as
      provided in Section 10.2) have been delivered to the Trustee for
      cancellation; or

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

                  (A)   have become due and payable, or

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

                  (C)   are to be called for redemption within one year
                        under arrangements satisfactory to the Trustee for
                        the giving of notice of redemption by the Trustee
                        in the name, and at the expense, of the Company,

      and the Company, in the case of subclause (ii)(A), (B) or (C) above,
      has deposited or caused to be deposited with the Trustee as trust
      funds in trust for such purpose (x) an amount in the currency or
      currencies in which the Securities are payable, (y) Government
      Obligations which through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will
      provide, not later than the due date of any payment, money in an
      amount or (z) a combination thereof, in each case sufficient, in the
      opinion of a nationally recognized firm of independent public
      accountants expressed in a


<PAGE>  32


      written certification thereof delivered to the Trustee, to pay and
      discharge the entire indebtedness on such Securities not theretofore
      delivered to the Trustee for cancellation, for principal and any
      premium and interest (including any Additional Interest) to the date
      of such deposit (in the case of Securities that have become due and
      payable) or to the Stated Maturity (or any date of principal
      repayment upon early maturity) or Redemption Date, as the case may
      be;

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

      (c)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the
obligations of the Company to any Authenticating Agent under Section 6.11
and, if money shall have been deposited with the Trustee pursuant to
subclause (a)(ii) of this Section 4.1, the obligations of the Trustee under
Section 4.2 and Section 10.2(e) shall survive.

      SECTION 4.2.  Application of Trust Money.

      Subject to the provisions Section 10.2(e), all money deposited with
the Trustee pursuant to Section 4.1 shall be held in trust and applied by
the Trustee, in accordance with the provisions of the Securities and this
Indenture, to the payment in accordance with Section 3.1, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest (including any Additional
Interest) for the payment of which such money or obligations have been
deposited with or received by the Trustee.  Moneys held by the Trustee
under this Section 4.2 shall not be subject to the claims of holders of
Senior Debt under Article XII.

                                  ARTICLE V

                                  Remedies

      SECTION 5.1.  Events of Default.

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

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


<PAGE>  33


      (b)   default in the payment of the principal of or any premium on
any Security at its Maturity; or

      (c)   default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture and continuance of such default
or breach for a period of thirty (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 at least twenty five percent
(25%) in aggregate principal amount of the Outstanding 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;

      (d)   the entry by a court having jurisdiction in the premises of  a
decree or order adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any
applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of
sixty (60) consecutive days; or

      (e)   the institution by the Company of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by the Company to the institution
of bankruptcy or insolvency proceedings against it, or the filing by the
Company of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as
they become due and its willingness to be adjudicated a bankrupt or
insolvent, or the taking of corporate action by the Company in furtherance
of any such action.

      (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 Securities to holders
of the Preferred Securities in liquidation of their interests in the Trust,
(2) the redemption of all of the outstanding Preferred Securities or
(3) certain mergers, consolidations or amalgamations, each as and to the
extent permitted by the Trust Agreement.

      SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment.

      (a)   If an Event of Default occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than twenty five
percent (25%) in aggregate principal amount of the Outstanding Securities
may declare the principal amount of all the Securities to be due and
payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided, that if, upon an Event of Default,
the Trustee or the Holders of not less than twenty five percent (25%) in
principal amount of the Outstanding Securities fail to declare the
principal of all the Outstanding Securities to be immediately due and
payable, the holders of at least twenty five percent (25%) in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the Preferred
Securities then outstanding shall have the right to make such


<PAGE>  34


declaration by a notice in writing to the Property Trustee, the Company and
the Trustee; and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest) on all the Securities
shall become immediately due and payable.

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

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

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

                  (B)   any accrued Additional Interest on all Securities,

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

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

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

provided, that if the Holders of such Securities fail to annul such
declaration and waive such default, the holders of not less than a majority
in aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities then outstanding shall also have the right to rescind
and annul such declaration and its consequences by written notice to the
Property Trustee, the Company and the Trustee, subject to the satisfaction
of the conditions set forth in paragraph (b) of this Section 5.2.  No such
rescission shall affect any subsequent default or impair any right
consequent thereon.

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

      (a)   The Company covenants that if:

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


<PAGE>  35


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

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest
(including any Additional Interest) and, in addition thereto, all amounts
owing the Trustee under Section 6.6.

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

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

      SECTION 5.4.  Trustee May File Proofs of Claim.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or similar judicial
proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any
and all actions authorized hereunder in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Holder 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
Holders, to first pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts owing the Trustee, any
predecessor Trustee and other Persons under Section 6.6.

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

      All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, subject to Article XII and after
provision for the payment of all the amounts owing the Trustee, any
predecessor Trustee and other Persons under Section 6.6, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment
has been recovered.


<PAGE>  36


      SECTION 5.6.  Application of Money Collected.

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

      FIRST: To the payment of all amounts due the Trustee, any predecessor
Trustee and other Persons under Section 6.6;

      SECOND: To the payment of all Senior Debt of the Company if and to
the extent required by Article XII.

      THIRD:  Subject to Article XII, to the payment of the amounts then
due and unpaid upon the Securities for principal and any premium and
interest (including any Additional Interest) in respect of which or for the
benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on the
Securities for principal and any premium and interest (including any
Additional Interest), respectively; and

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

      SECTION 5.7.  Limitation on Suits.

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

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

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

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

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

      (e)   no direction inconsistent with such written request has been
given to the Trustee during such sixty (60)-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing itself
of, any provision of this Indenture to affect,


<PAGE>  37


disturb or prejudice the rights of any other Holders of Securities, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

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

      Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium on such Security at its
Maturity and payment of interest (including any Additional Interest) on
such Security when due and payable and to institute suit for the
enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. Any registered holder of the Preferred
Securities shall have the right, upon the occurrence of an Event of Default
described in Section 5.1(a) or Section 5.1(b), to institute a suit directly
against the Company for enforcement of payment to such holder of principal
of and any premium and interest (including any Additional Interest) on the
Securities having a principal amount equal to the aggregate Liquidation
Amount (as defined in the Trust Agreement) of the Preferred Securities held
by such holder.

      SECTION 5.9.  Restoration of Rights and Remedies.

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

      SECTION 5.10.  Rights and Remedies Cumulative.

      Except as otherwise provided in Section 3.6(f), no right or remedy
herein conferred upon or reserved to the Trustee or the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

      SECTION 5.11.  Delay or Omission Not Waiver.

      No delay or omission of the Trustee, any Holder of any Securities or
any holder of any Preferred Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article V or by law to the
Trustee or to the Holders and the right and remedy given to the holders of
Preferred Securities by Section 5.8 may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee, the Holders or the
holders of Preferred Securities, as the case may be.


<PAGE>  38


      SECTION 5.12.  Control by Holders.

      The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee;
provided, that:

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

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

      (c)   subject to the provisions of Section 6.2, the Trustee shall
have the right to decline to follow such direction if a Responsible Officer
or Officers of the Trustee shall, in good faith, reasonably determine that
the proceeding so directed would be unjustly prejudicial to the Holders not
joining in any such direction or would involve the Trustee in personal
liability.

      SECTION 5.13.  Waiver of Past Defaults.

      (a)   The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities and the holders of a majority in
aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities may waive any past Event of Default hereunder and its
consequences except an Event of Default:

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

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

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

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

      SECTION 5.14.  Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security
by his or her acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion


<PAGE>  39


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 5.14 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than ten percent (10%) in aggregate principal
amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or any
premium on the Security after the Stated Maturity or any interest
(including any Additional Interest) on any Security after it is due and
payable.

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

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

                                 ARTICLE VI

                                 The Trustee

      SECTION 6.1.  Corporate Trustee Required.

      There shall at all times be a Trustee hereunder with respect to the
Securities.  The Trustee shall be a corporation organized and doing
business under the laws of the United States or of any state thereof,
authorized to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination
by Federal or state authority and having an office within the United
States. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then, for the purposes of this Section 6.1, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.1, it shall
resign immediately in the manner and with the effect hereinafter specified
in this Article VI.

      SECTION 6.2.  Certain Duties and Responsibilities.

      Except during the continuance of an Event of Default:

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

            (ii)  in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Trustee and conforming to the requirements
      of


<PAGE>  40


      this Indenture; provided, that in the case of any such certificates
      or opinions that 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 substantially
      conform on their face to the requirements of this Indenture.

      (b)   If an Event of Default known to the Trustee has occurred and is
continuing, the Trustee shall, prior to the receipt of directions, if any,
from the Holders of at least a majority in aggregate principal amount of
the Outstanding Securities, exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

      (c)   Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this Section 6.2.  To the extent that, at law or in equity, the Trustee has
duties and liabilities relating to the Holders, the Trustee shall not be
liable to any Holder for the Trustee's good faith reliance on the
provisions of this Indenture.  The provisions of this Indenture, to the
extent that they restrict the duties and liabilities of the Trustee
otherwise existing at law or in equity, are agreed by the Company and the
Holders to replace such other duties and liabilities of the Trustee.

      (d)   No provisions of this Indenture shall be construed to relieve
the Trustee from liability with respect to matters that are within the
authority of the Trustee under this Indenture for its own negligent action,
negligent failure to act or willful misconduct, except that:

            (i)   the Trustee shall not be liable for any error or judgment
      made in good faith by an authorized officer of the Trustee, unless it
      shall be proved that the Trustee was negligent in ascertaining the
      pertinent facts;

            (ii)  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 Holders of at least a majority in aggregate
      principal amount of the Outstanding Securities relating to the time,
      method and place of conducting any proceeding for any remedy
      available to the Trustee under this Indenture; and

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

      SECTION 6.3.  Notice of Defaults.

      Within ninety (90) days after the occurrence of any default actually
known to the Trustee, the Trustee shall give the Holders notice of such
default unless such default shall have been cured or waived;  provided,
that except in the case of a default in the payment of the principal of


<PAGE>  41


or any premium or interest on any Securities, the Trustee shall by fully
protected in withholding the notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that
withholding the notice is in the interest of holders of Securities; and
provided, that in the case of any default of the character specified in
Section 5.1(c), no such notice to Holders shall be given until at least
thirty (30) days after the occurrence thereof. For the purpose of this
Section 6.3, the term "default" means any event which is, or after notice
or lapse of time or both would become, an Event of Default.

      SECTION 6.4.  Certain Rights of Trustee.

      Subject to the provisions of Section 6.2:

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

      (b)   if (i) in performing its duties under this Indenture the
Trustee is required to decide between alternative courses of action, (ii)
in construing any of the provisions of this Indenture the Trustee finds
ambiguous or inconsistent with any other provisions contained herein or
(iii) the Trustee is unsure of the application of any provision of this
Indenture, then, except as to any matter as to which the Holders are
entitled to decide under the terms of this Indenture, the Trustee shall
deliver a notice to the Company requesting the Company's written
instruction as to the course of action to be taken and the Trustee shall
take such action, or refrain from taking such action, as the Trustee shall
be instructed in writing to take, or to refrain from taking, by the
Company; provided, that if the Trustee does not receive such instructions
from the Company within ten Business Days after it has delivered such
notice or such reasonably shorter period of time set forth in such notice
the Trustee may, but shall be under no duty to, take such action, or
refrain from taking such action, as the Trustee shall deem advisable and in
the best interests of the Holders, in which event the Trustee shall have no
liability except for its own negligence, bad faith or willful misconduct;

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

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

      (e)   the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses (including reasonable attorneys' fees and
expenses)


<PAGE>  42


and liabilities that might be incurred by it in compliance with such
request or direction, including reasonable advances as may be requested by
the Trustee;

      (f)   the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, indenture, note or other paper or document, but the Trustee in its
discretion may make such inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;

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

      (h)   whenever in the administration of this Indenture the Trustee
shall deem it desirable to receive instructions with respect to enforcing
any remedy or right or taking any other action with respect to enforcing
any remedy or right hereunder, the Trustees (i) may request instructions
from the Holders (which instructions may only be given by the Holders of
the same aggregate principal amount of Outstanding Securities as would be
entitled to direct the Trustee under this Indenture in respect of such
remedy, right or action), (ii) may refrain from enforcing such remedy or
right or taking such action until such instructions are received and (iii)
shall be protected in acting in accordance with such instructions;

      (i)   except as otherwise expressly provided by this Indenture, the
Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Indenture;

      (j)   without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services
in connection with any bankruptcy, insolvency or other proceeding referred
to in clauses (d) or (e) of the definition of Event of Default, such
expenses (including legal fees and expenses of its agents and counsel) and
the compensation for such services are intended to constitute expenses of
administration under any bankruptcy laws or law relating to creditors
rights generally;

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

      (l)   the Trustee shall not be charged with knowledge of any Event of
Default unless either (i) a Responsible Officer of the Trustee shall have
actual knowledge or (ii) the Trustee shall have received notice thereof
from the Company or a Holder; and

      (m)   in the event that the Trustee is also acting as Paying Agent,
Authenticating Agent or Securities Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article VI shall also
be afforded such Paying Agent, Authenticating Agent,  or  Securities
Registrar.


<PAGE>  43


      SECTION 6.5.  May Hold Securities.

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

      SECTION 6.6.  Compensation; Reimbursement; Indemnity.

      (a)   The Company agrees

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

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

            (iii) to the fullest extent permitted by applicable law, to
      indemnify the Trustee and its Affiliates, and their officers,
      directors, shareholders, agents, representatives and employees for,
      and to hold them harmless against, any loss, damage, liability, tax
      (other than income, franchise or other taxes imposed on amounts paid
      pursuant to (i) or (ii) hereof), penalty, expense or claim of any
      kind or nature whatsoever incurred without negligence, bad faith or
      willful misconduct on its part arising out of or in connection with
      the acceptance or administration of this trust or the performance of
      the Trustee's duties hereunder, including the costs and expenses of
      defending itself against any claim or liability in connection with
      the exercise or performance of any of its powers or duties hereunder.

      (b)   To secure the Company's payment obligations in this Section
6.6, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, other than money or property
held in trust to pay principal and interest on particular Securities.  Such
lien shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee.

      (c)   The obligations of the Company under this Section 6.6 shall
survive the satisfaction and discharge of this Indenture and the earlier
resignation or removal of the Trustee.

      (d)   In no event shall the Trustee be liable for any indirect,
special, punitive or consequential loss or damage of any kind whatsoever,
including, but not limited to, lost profits, even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form
of action.


<PAGE>  44


      (e)   In no event shall the Trustee be liable for any failure or
delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of
God, flood, war (whether declared or undeclared), terrorism, fire, riot,
embargo, government action, including any laws, ordinances, regulations,
governmental action or the like which delay, restrict or prohibit the
providing of the services contemplated by this Indenture.

      SECTION 6.7.  Resignation and Removal; Appointment of Successor.

      (a)   No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article VI shall become effective
until the acceptance of appointment by the successor Trustee under Section
6.8.

      (b)   The Trustee may resign at any time by giving written notice
thereof to the Company.

      (c)   Unless an Event of Default shall have occurred and be
continuing, the Trustee may be removed at any time by the Company by a
Board Resolution.  If an Event of Default shall have occurred and be
continuing, the Trustee may be removed by Act of the Holders of a majority
in aggregate principal amount of the Outstanding Securities, delivered to
the Trustee and to the Company.

      (d)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any
reason, at a time when no Event of Default shall have occurred and be
continuing, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee, and such successor Trustee and the retiring Trustee
shall comply with the applicable requirements of Section 6.8. If the
Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any reason, at a time when
an Event of Default shall have occurred and be continuing, the Holders, by
Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, shall promptly appoint a successor Trustee, and
such successor Trustee and the retiring Trustee shall comply with the
applicable requirements of Section 6.8. If no successor Trustee shall have
been so appointed by the Company or the Holders and accepted appointment
within sixty (60) days after the giving of a notice of resignation by the
Trustee or the removal of the Trustee in the manner required by Section
6.8, any Holder who has been a bona fide Holder of a Security for at least
six months may, on behalf of such Holder and all others similarly situated,
and any resigning Trustee may, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee.

      (e)   The Company shall give notice to all Holders in the manner
provided in Section 1.6 of each resignation and each removal of the Trustee
and each appointment of a successor Trustee.  Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust
Office.

      SECTION 6.8.  Acceptance of Appointment by Successor.

      (a)   In case of the appointment hereunder of a successor Trustee,
each successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring


<PAGE>  45


Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.

      (b)   Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred
to in paragraph (a) of this Section 6.8.

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

      SECTION 6.9.  Merger, Conversion, Consolidation or Succession to
Business.

      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
qualified and eligible under this Article VI. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation or as otherwise
provided above in this Section 6.9 to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in
case any Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any
predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it
is provided anywhere in the Securities or in this Indenture that the
certificate of the Trustee shall have.

      SECTION 6.10.  Not Responsible for Recitals or Issuance of
Securities.

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

      SECTION 6.11.  Appointment of Authenticating Agent.

      (a)   The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities, which shall be authorized to act on behalf of
the Trustee to authenticate Securities issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an


<PAGE>  46


Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, or of any State or
Territory thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by
Federal or state authority. If such Authenticating Agent publishes reports
of condition at least annually pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this
Section 6.11 the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.11, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section
6.11.

      (b)   Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of an Authenticating Agent shall be the
successor Authenticating Agent hereunder, provided such Person shall be
otherwise eligible under this Section 6.11, without the execution or filing
of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

      (c)   An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or
in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.11, the Trustee may
appoint a successor Authenticating Agent eligible under the provisions of
this Section 6.11, which shall be acceptable to the Company, and shall give
notice of such appointment to all Holders. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent.

      (d)   The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section
6.11 in such amounts as the Company and the Authenticating Agent shall
agree from time to time.

      (e)   If an appointment of an Authenticating Agent is made pursuant
to this Section 6.11, the Securities may have endorsed thereon, in addition
to the Trustee's certificate of authentication, an alternative certificate
of authentication in the following form:

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


<PAGE>  47


Dated:

                                       [THE BANK OF NEW YORK], not in its
                                       individual capacity, but solely as
                                       Trustee

                                       ------------------------------------
                                       Authenticating Agent

                                       By:
                                           --------------------------------
                                           Authorized Officer

                                 ARTICLE VII

              Holder's Lists and Reports by Trustee And Company

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

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

      (a)   semi-annually, on or before June 30 and December 31 of each
year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of a date not more than fifteen (15)
days prior to the delivery thereof, and

      (b)   at such other times as the Trustee may request in writing,
within thirty (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
fifteen (15) days prior to the time such list is furnished,

in each case to the extent such information is in the possession or control
of the Company and has not otherwise been received by the Trustee in its
capacity as Securities Registrar.

      SECTION 7.2.  Preservation of Information, Communications to Holders.

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

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

      (c)   Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of


<PAGE>  48


them shall be held accountable by reason of the disclosure of information
as to the names and addresses of the Holders made pursuant to the Trust
Indenture Act.

      SECTION 7.3.  Reports by Company.

      (a)   The Company shall furnish to the Holders and to prospective
purchasers of Securities, upon their request, the information required to
be furnished pursuant to Rule 144A(d)(4) under the Securities Act.  The
Company shall furnish to the Trustee and, so long as the Property Trustee
holds any of the Securities, the Company shall furnish to the Property
Trustee, reports on Form FR Y-9C, FR Y-9LP and FR Y-6 promptly following
their filing with the Federal Reserve Board.

      (b)   The Depositor shall furnish to the Holders and to subsequent
holders of Securities  a duly completed and executed certificate in the
form attached hereto as Exhibit A, including the attachments referenced in
such Exhibit, which certificate and amendments shall be so furnished by the
Company not later than forty five (45) days after the end of each of the
first three fiscal quarters of each fiscal year of the Company and not
later than ninety (90) days after the end of each fiscal year of the
Company.

                                ARTICLE VIII

            Consolidation, Merger, Conveyance, Transfer or Lease

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

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

      (a)   if the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the entity formed by such consolidation or
into which the Company is merged or the Person that acquires by conveyance
or transfer, or that leases, the properties and assets of the Company
substantially as an entirety shall be an entity organized and existing
under the laws of the United States of America or any State or Territory
thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, the due and punctual payment
of the principal of and any premium and interest (including any Additional
Interest) on all the Securities and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;

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

      (c)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, any such
supplemental indenture comply with this Article VIII and that all
conditions precedent herein provided for


<PAGE>  49


relating to such transaction have been complied with; and the Trustee may
rely upon such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 8.1.

      SECTION 8.2.  Successor Company Substituted.

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

      (b)   Such successor Person may cause to be executed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder that theretofore shall not have been signed
by the Company and delivered to the Trustee; and, upon the order of such
successor Person instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities that previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities that such successor Person thereafter
shall cause to be executed and delivered to the Trustee on its behalf. All
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture.

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

                                 ARTICLE IX

                           Supplemental Indentures

      SECTION 9.1.  Supplemental Indentures without Consent of Holders.

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

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

      (b)   to cure any ambiguity, to correct or supplement any provision
herein that may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, which shall not be inconsistent
with


<PAGE>  50


the other provisions of this Indenture, provided, that such action pursuant
to this clause (b) shall not adversely affect in any material respect the
interests of any Holders or the holders of the Preferred Securities; or

      (c)   to add to the covenants, restrictions or obligations of the
Company or to add to the Events of Default, provided, that such action
pursuant to this clause (c) shall not adversely affect in any material
respect the interests of any Holders or the holders of the Preferred
Securities; or

      (d)   to modify, eliminate or add to any provisions of the Indenture
or the Securities to such extent as shall be necessary to ensure that the
Securities are treated as indebtedness of the Company for United States
Federal income tax purposes, provided, that such action pursuant to this
clause (d) shall not adversely affect in any material respect the interests
of any Holders or the holders of the Preferred Securities.

      SECTION 9.2.  Supplemental Indentures with Consent of Holders.

      (a)   With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said
Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities under this Indenture; provided, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security,

            (i)   change the Stated Maturity of the principal or any
      premium of any Security or change the date of payment of any
      installment of interest (including any Additional Interest) on any
      Security, or reduce the principal amount thereof or the rate of
      interest thereon or any premium payable upon the redemption thereof
      or change the place of payment where, or the coin or currency in
      which, any Security or interest thereon is payable, or restrict or
      impair the right to institute suit for the enforcement of any such
      payment on or after such date, or

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

            (iii) modify any of the provisions of this Section 9.2, Section
      5.13 or Section 10.7, except to increase any percentage in aggregate
      principal amount of the Outstanding Securities, the consent of whose
      Holders is required for any reason, or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Security;

provided, further, that, so long as any Preferred Securities remain
outstanding, no amendment under this Section 9.2 shall be effective until
the holders of a majority in Liquidation Amount (as defined in the Trust
Agreement) of the Trust Securities shall have consented to such amendment;
provided, further, that if the consent of the holder of each Outstanding
Security is required for


<PAGE>  51


any amendment under this Indenture, such amendment shall not be effective
until the holder of each Outstanding Trust Security shall have consented to
such amendment.

      (b)   It shall not be necessary for any Act of Holders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

      SECTION 9.3.  Execution of Supplemental Indentures.

      In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and shall be fully protected in conclusively relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture, and that all conditions precedent herein provided for relating
to such action have been complied with. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Trustee's own rights, duties, indemnities or immunities under this
Indenture or otherwise.  Copies of the final form of each supplemental
indenture shall be delivered by the Trustee at the expense of the Company
to each Holder, and, if the Trustee is the Property Trustee, to each holder
of Preferred Securities, promptly  after the execution thereof.

      SECTION 9.4.  Effect of Supplemental Indentures.

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

      SECTION 9.5.  Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE X

                                  Covenants

      SECTION 10.1.  Payment of Principal, Premium and Interest.

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


<PAGE>  52


      SECTION 10.2.  Money for Security Payments to be Held in Trust.

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

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

      (c)   The Company will cause each Paying Agent for the Securities
other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 10.2, that such Paying Agent will (i) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent and (ii) during the continuance of any default by the Company (or any
other obligor upon the Securities) in the making of any payment in respect
of the Securities, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities.

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

      (e)   Any money deposited with the Trustee or any Paying Agent, or
then held by the Company in trust for the payment of the principal of and
any premium or interest (including any Additional Interest) on any Security
and remaining unclaimed for two years after such principal and any premium
or interest has become due and payable shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed
property law) be paid on Company Request to the Company, or (if then held
by the Company) shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that


<PAGE>  53


such money remains unclaimed and that, after a date specified therein,
which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

      SECTION 10.3.  Statement as to Compliance.

      The Company shall deliver to the Trustee, within one hundred and
twenty (120) days after the end of each fiscal year of the Company ending
after the date hereof, an Officers' Certificate covering the preceding
calendar year, stating whether or not to the knowledge of the signers
thereof the Company is in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder), and if
the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

      SECTION 10.4.  Calculation Agent.

      (a)   The Company hereby agrees that for so long as any of the
Securities remain Outstanding, there will at all times be an agent
appointed to calculate LIBOR in respect of each Interest Payment Date in
accordance with the terms of Schedule A (the "Calculation Agent").  The
Company has initially appointed the Trustee as Calculation Agent for
purposes of determining LIBOR for each Interest Payment Date.  The
Calculation Agent may be removed by the Company at any time.  So long as
the Property Trustee holds any of the Securities, the Calculation Agent
shall be the Property Trustee.   If the Calculation Agent is unable or
unwilling to act as such or is removed by the Company, the Company will
promptly appoint as a replacement Calculation Agent the London office of a
leading bank which is engaged in transactions in Eurodollar deposits in the
international Eurodollar market and which does not control or is not
controlled by or under common control with the Company or its Affiliates.
The Calculation Agent may not resign its duties without a successor having
been duly appointed.

      (b)   The Calculation Agent shall be required to agree that, as soon
as possible after 11:00 a.m. (London time) on each LIBOR Determination Date
(as defined in Schedule A), but in no event later than 11:00 a.m. (London
time) on the Business Day immediately following each LIBOR Determination
Date, the Calculation Agent will calculate the interest rate (rounded to
the nearest cent, with half a cent being rounded upwards) for the related
Interest Payment Date, and will communicate such rate and amount to the
Company, the Trustee, each Paying Agent and the Depositary. The Calculation
Agent will also specify to the Company the quotations upon which the
foregoing rates and amounts are based and, in any event, the Calculation
Agent shall notify the Company before 5:00 p.m. (London time) on each LIBOR
Determination Date that either:  (i) it has determined or is in the process
of determining the foregoing rates and amounts or (ii) it has not
determined and is not in the process of determining the foregoing rates and
amounts, together with its reasons therefor.  The Calculation Agent's
determination of the foregoing rates and amounts for any Interest Payment
Date will (in the absence of manifest error) be final and binding upon all
parties.  For the sole purpose of calculating the interest rate for the
Securities, "Business Day" shall be defined as any day on which dealings in
deposits in Dollars are transacted in the London interbank market.


<PAGE>  54


      SECTION 10.5.  Additional Tax Sums.

      So long as no Event of Default has occurred and is continuing, if (a)
the Trust is the Holder of all of the Outstanding Securities and (b) a Tax
Event described in clause (i) or (iii) in the definition of Tax Event in
Section 1.1 hereof has occurred and is continuing, the Company shall pay to
the Trust (and its permitted successors or assigns under the related Trust
Agreement) for so long as the Trust (or its permitted successor or
assignee) is the registered holder of the Outstanding Securities, such
amounts as may be necessary in order that the amount of Distributions
(including any Additional Interest Amount (as defined in the Trust
Agreement)) then due and payable by the Trust on the Preferred Securities
and Common Securities that at any time remain outstanding in accordance
with the terms thereof shall not be reduced as a result of any Additional
Taxes arising from such Tax Event (additional such amounts payable by the
Company to the Trust, the "Additional Tax Sums"). Whenever in this
Indenture or the Securities there is a reference in any context to the
payment of principal of or interest on the Securities, such mention shall
be deemed to include mention of the payments of the Additional Tax Sums
provided for in this Section 10.5 to the extent that, in such context,
Additional Tax Sums are, were or would be payable in respect thereof
pursuant to the provisions of this Section 10.5 and express mention of the
payment of Additional Tax Sums (if applicable) in any provisions hereof
shall not be construed as excluding Additional Tax Sums in those provisions
hereof where such express mention is not made; provided, that the deferral
of the payment of interest pursuant to Section 3.9 on the Securities shall
not defer the payment of any Additional Tax Sums that may be due and
payable.

      SECTION 10.6.  Additional Covenants.

      (a)   The Company covenants and agrees with each Holder of Securities
that if an Event of Default shall have occurred and be continuing or the
Company shall have given notice of its election to begin an Extension
Period with respect to the Securities and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be
continuing, it shall not (i) declare or pay any dividends or distributions
on, or redeem purchase, acquire or make a liquidation payment with respect
to, any shares of the Company's capital stock, or (ii) make any payment of
principal of or any interest or premium 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 Securities (other than (A) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable
for such capital stock) as consideration in an acquisition transaction
entered into prior to the applicable Extension Period, (B) as a result of
an exchange or conversion of any class or series of the Company's capital
stock (or any capital stock of a Subsidiary of the Company) for any class
or series of the Company's capital stock 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 Rights Plan, the issuance
of rights, stock or other property under any Rights Plan or the redemption
or repurchase of rights pursuant thereto, or (E) any dividend in the form
of stock, warrants, options or other rights where the dividend


<PAGE>  55


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).

      (b)   The Company also covenants with each Holder of Securities (i)
to hold, directly or indirectly, one hundred percent (100%) of the Common
Securities of the Trust, provided, that any permitted successor of the
Company hereunder may succeed to the Company's ownership of such Common
Securities, (ii) as holder of such Common Securities, not to voluntarily
dissolve, wind-up or liquidate the Trust other than (A) in connection with
a distribution of the Securities to the holders of the Preferred Securities
in liquidation of the Trust or (B) in connection with certain mergers,
consolidations or amalgamations permitted by the Trust Agreement and (iii)
to use its reasonable commercial efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Trust to continue to be
taxable as a grantor trust and not as a corporation for United States
Federal income tax purposes.

      SECTION 10.7.  Waiver of Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition contained in Section 10.6 if, before or after the
time for such compliance, the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities shall, by Act of such
Holders, and at least a majority of the aggregate Liquidation Amount (as
defined in the Trust Agreement) of the Preferred Securities then
outstanding, by consent of such holders, either waive such compliance in
such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.

      SECTION 10.8.  Treatment of Securities.

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

                                 ARTICLE XI

                          Redemption of Securities

      SECTION 11.1.  Optional Redemption.

      The Company may, at its option, on any Interest Payment Date, on or
after February 15, 2008, redeem the Securities in whole at any time or in
part from time to time, at a Redemption Price equal to one hundred percent
(100%) of the principal amount thereof (or of the redeemed portion thereof,
as applicable), together, in the case of any such redemption, with accrued
interest, including any Additional Interest, to but excluding the date
fixed for redemption; provided, that the Company shall have received the
prior approval of the Federal Reserve Board with respect to such redemption
if then required.


<PAGE>  56


      SECTION 11.2.  Special Event Redemption.

      Upon the occurrence and during the continuation of a Special Event,
the Company may, at its option, redeem the Securities, in whole but not in
part, at a Redemption Price equal to one hundred percent (100%) of the
principal amount thereof, together, in the case of any such redemption,
with accrued interest, including any Additional Interest, to but excluding
the date fixed for redemption; provided, that the Company shall have
received the prior approval of the Federal Reserve Board with respect to
such redemption if then required.

      SECTION 11.3.  Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities, in whole or in
part, shall be evidenced by or pursuant to a Board Resolution.  In case of
any redemption at the election of the Company, the Company shall, not less
than forty five (45) days and not more than seventy five (75) days prior to
the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and the Property Trustee under the Trust
Agreement in writing of such date and of the principal amount of the
Securities to be redeemed and provide the additional information required
to be included in the notice or notices contemplated by Section 11.5. In
the case of any redemption of Securities, in whole or in part, (a) prior to
the expiration of any restriction on such redemption provided in this
Indenture or the Securities or (b) pursuant to an election of the Company
which is subject to a condition specified in this Indenture or the
Securities, the Company shall furnish the Trustee with an Officers'
Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

      SECTION 11.4.  Selection of Securities to be Redeemed.

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

      (b)   The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security that has been
or is to be redeemed.

      (c)   The provisions of paragraphs (a) and (b) of this Section 11.4
shall not apply with respect to any redemption affecting only a single
Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.


<PAGE>  57


      SECTION 11.5.  Notice of Redemption.

      (a)   Notice of redemption shall be given not later than the
thirtieth (30th) day, and not earlier than the sixtieth (60th) day, prior
to the Redemption Date to each Holder of Securities to be redeemed, in
whole or in part, (unless a shorter notice shall be satisfactory to the
Property Trustee under the related Trust Agreement).

      (b)   With respect to Securities to be redeemed, in whole or in part,
each notice of redemption shall state:

            (i)   the Redemption Date;

            (ii)  the Redemption Price or, if the Redemption Price cannot
      be calculated prior to the time the notice is required to be sent,
      the estimate of the Redemption Price, as calculated by the Company,
      together with a statement that it is an estimate and that the actual
      Redemption Price will be calculated on the fifth Business Day prior
      to the Redemption Date (and if an estimate is provided, a further
      notice shall be sent of the actual Redemption Price on the date that
      such Redemption Price is calculated);

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

            (iv)  that on the Redemption Date, the Redemption Price will
      become due and payable upon each such Security or portion thereof,
      and that any interest (including any Additional Interest) on such
      Security or such portion, as the case may be, shall cease to accrue
      on and after said date; and

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

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

      SECTION 11.6.  Deposit of Redemption Price.

      Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.5,
the Company will deposit with the Trustee or with one or more Paying Agents
(or if the Company is acting as its own Paying Agent, the Company will
segregate and hold in trust as provided in Section 10.2) an amount of money
sufficient to pay the Redemption Price of, and any accrued interest
(including any Additional Interest) on, all the Securities (or portions
thereof) that are to be redeemed on that date.


<PAGE>  58


      SECTION 11.7.  Payment of Securities Called for Redemption.

      (a)   If any notice of redemption has been given as provided in
Section 11.5, the Securities or portion of Securities with respect to which
such notice has been given shall become due and payable on the date and at
the place or places stated in such notice at the applicable Redemption
Price, together with accrued interest (including any Additional Interest)
to the Redemption Date. On presentation and surrender of such Securities at
a Place of Payment specified in such notice, the Securities or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable Redemption Price, together with accrued interest (including any
Additional Interest) to the Redemption Date.

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

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

                                 ARTICLE XII

                         Subordination of Securities

      SECTION 12.1.  Securities Subordinate to Senior Debt.

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

      SECTION 12.2.  No Payment When Senior Debt in Default; Payment Over
of Proceeds Upon Dissolution, Etc.

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

      (b)   In the event of a bankruptcy, insolvency or other proceeding
described in clause (d) or (e) of the definition of Event of Default (each
such event, if any, herein sometimes referred to


<PAGE>  59


as a "Proceeding"), all Senior Debt (including any interest thereon
accruing after the commencement of any such proceedings) shall first be
paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in
cash, securities or other property (other than securities of the Company or
any other entity provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in
these subordination provisions with respect to the indebtedness evidenced
by the Securities, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), which would otherwise (but for
these subordination provisions) be payable or deliverable in respect of the
Securities shall be paid or delivered directly to the holders of Senior
Debt in accordance with the priorities then existing among such holders
until all Senior Debt  (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.

      (c)   In the event of any Proceeding, after payment in full of all
sums owing with respect to Senior Debt, the Holders of the Securities,
together with the holders of any obligations of the Company ranking on a
parity with the Securities, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of
unpaid principal of and any premium and interest (including any Additional
Interest) on the Securities and such other obligations before any payment
or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations of the Company
ranking junior to the Securities and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character
or any security, whether in cash, securities or other property (other than
securities of the Company or any other entity provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in these subordination provisions with respect
to the indebtedness evidenced by the Securities, to the payment of all
Senior Debt at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment) shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof and before all Senior Debt shall have been paid in full, such
payment or distribution or security shall be received in trust for the
benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Debt at the time outstanding in accordance with the
priorities then existing among such holders for application to the payment
of all Senior Debt remaining unpaid, to the extent necessary to pay all
such Senior Debt (including any interest thereon accruing after the
commencement of any Proceeding) in full. In the event of the failure of the
Trustee or any Holder to endorse or assign any such payment, distribution
or security, each holder of Senior Debt is hereby irrevocably authorized to
endorse or assign the same.

      (d)   The Trustee and the Holders, at the expense of the Company,
shall take such reasonable action  (including the delivery of this
Indenture to an agent for any holders of Senior Debt or consent to the
filing of a financing statement with respect hereto) as may, in the opinion
of counsel designated by the holders of a majority in principal amount of
the Senior Debt at the time outstanding, be necessary or appropriate to
assure the effectiveness of the subordination effected by these provisions.

      (e)   The provisions of this Section 12.2 shall not impair any
rights, interests, remedies or powers of any secured creditor of the
Company in respect of any security interest the creation of which is not
prohibited by the provisions of this Indenture.


<PAGE>  60


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

      SECTION 12.3.  Payment Permitted If No Default.

      Nothing contained in this Article XII or elsewhere in this Indenture
or in any of the Securities shall prevent (a) the Company, at any time,
except during the pendency of the conditions described in paragraph (a) of
Section 12.2 or of any Proceeding referred to in Section 12.2, from making
payments at any time of principal of and any premium or interest (including
any Additional Interest) on the Securities or (b) the application by the
Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of and any premium or interest (including any
Additional Interest) on the Securities or the retention of such payment by
the Holders, if, at the time of such application by the Trustee, it did not
have knowledge (in accordance with Section 12.8) that such payment would
have been prohibited by the provisions of this Article XII, except as
provided in Section 12.8.

      SECTION 12.4.  Subrogation to Rights of Holders of Senior Debt.

      Subject to the payment in full of all amounts due or to become due on
all Senior Debt, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Debt
pursuant to the provisions of this Article XII (equally and ratably with
the holders of all indebtedness of the Company that by its express terms is
subordinated to Senior Debt of the Company to substantially the same extent
as the Securities are subordinated to the Senior Debt and is entitled to
like rights of subrogation by reason of any payments or distributions made
to holders of such Senior Debt) to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior Debt until the principal of and any premium and
interest (including any Additional Interest) on the Securities shall be
paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payments
made pursuant to the provisions of this Article XII to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among
the Company, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.

      SECTION 12.5.  Provisions Solely to Define Relative Rights.

      The provisions of this Article XII are and are intended solely for
the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Senior Debt on the other
hand. Nothing contained in this Article XII or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as between the
Company and the Holders of the Securities, the obligations of the Company,
which are absolute and unconditional, to pay to the Holders of the
Securities the principal of and any premium and interest (including any
Additional Interest) on the Securities as and when the same shall become
due and payable in accordance


<PAGE>  61


with their terms, (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than their
rights in relation to the holders of Senior Debt or (c) prevent the Trustee
or the Holder of any Security (or to the extent expressly provided herein,
the holder of any Preferred Security) from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
including filing and voting claims in any Proceeding, subject to the
rights, if any, under this Article XII of the holders of Senior Debt to
receive cash, property and securities otherwise payable or deliverable to
the Trustee or such Holder.

      SECTION 12.6.  Trustee to Effectuate Subordination.

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

      SECTION 12.7.  No Waiver of Subordination Provisions.

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

      (b)   Without in any way limiting the generality of paragraph (a) of
this Section 12.7, the holders of Senior Debt may, at any time and from to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to such Holders of the
Securities and without impairing or releasing the subordination provided in
this Article XII or the obligations hereunder of such Holders of the
Securities to the holders of Senior Debt, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt, or otherwise amend or
supplement in any manner Senior Debt or any instrument evidencing the same
or any agreement under which Senior Debt is outstanding, (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt, (iii) release any Person liable in any
manner for the payment of Senior Debt and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

      SECTION 12.8.  Notice to Trustee.

      (a)   The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit
the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article XII or any other
provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of
any payment to or by the Trustee in respect of the Securities, unless and
until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Debt or from any
trustee, agent or representative therefor; provided, that if the Trustee
shall not have received the notice


<PAGE>  63


provided for in this Section 12.8 at least two Business Days prior to the
date upon which by the terms hereof any monies may become payable for any
purpose (including, the payment of the principal of and any premium on or
interest (including any Additional Interest) on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such monies and to apply the
same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two
Business Days prior to such date.

      (b)   The Trustee shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself or herself to be a holder
of Senior Debt (or a trustee, agent, representative or attorney-in-fact
therefor) to establish that such notice has been given by a holder of
Senior Debt (or a trustee, agent, representative or attorney-in-fact
therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Debt to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Debt 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 XII, 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 12.9.  Reliance on Judicial Order or Certificate of
Liquidating Agent.

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

      SECTION 12.10.  Trustee Not Fiduciary for Holders of Senior Debt.

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

      SECTION 12.11.  Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights.

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


<PAGE>  63


      SECTION 12.12.  Article Applicable to Paying Agents.

      If at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article XII shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article XII in addition to or in place
of the Trustee; provided, that Sections 12.8 and 12.11 shall not apply to
the Company or any Affiliate of the Company if the Company or such
Affiliate acts as Paying Agent.

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

                                   * * * *


<PAGE>  64


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

                                       [COMPANY]

                                       By:
                                           --------------------------------
                                           Name:
                                           Title:

                                       THE BANK OF NEW YORK, not in its
                                       individual capacity, but solely as
                                       Trustee

                                       By:
                                           --------------------------------
                                           Name:
                                           Title:


<PAGE>  65


                                                                 Schedule A

                           DETERMINATION OF LIBOR

      With respect to the Securities, the London interbank offered rate
("LIBOR") shall be determined by the Calculation Agent in accordance with
the following provisions (in each case rounded to the nearest .000001%):

(1)   On the second LIBOR Business Day (as defined below) prior to an
Interest Payment Date (except, with respect to the first interest payment
period, on February 12, 2003) (each such day, a "LIBOR Determination
Date"), LIBOR for any given security shall, for the following interest
payment period, equal the rate, as obtained by the Calculation Agent from
Bloomberg Financial Markets Commodities News, for three-month Eurodollar
deposits that appears on Dow Jones Telerate Page 3750 (as defined in the
International Swaps and Derivatives Association, Inc. 1991 Interest Rate
and Currency Exchange Definitions), or such other page as may replace such
Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.


(2)   If, on any LIBOR Determination Date, such rate does not appear on Dow
Jones Telerate Page 3750 or such other page as may replace such Page 3750,
the Calculation Agent shall determine the arithmetic mean of the offered
quotations of the Reference Banks (as defined below) to leading banks in
the London interbank market for three-month Eurodollar deposits 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 such arithmetic mean of such
quotations.  If, on any LIBOR Determination Date, only one or none of the
Reference Banks provide such quotations, LIBOR shall be deemed to be the
arithmetic mean of the offered quotations that leading banks in the City of
New York selected by the Calculation Agent are quoting on the relevant
LIBOR Determination Date for three-month Eurodollar deposits in an amount
determined by the Calculation Agent by reference to the principal London
offices of leading banks in the London interbank market; provided that, if
the Calculation Agent is required but is unable to determine a rate in
accordance with at least one of the procedures provided above, LIBOR shall
be LIBOR as determined on the previous LIBOR Determination Date.

(3)   As used herein: "Reference Banks" means four major banks in the
London interbank market selected by the Calculation Agent; and "LIBOR
Business Day" means a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) in
London.


<PAGE>  Schedule A-1


                                                                  Exhibit A

                            Officer's Certificate

      The undersigned, the [Chief Financial Officer] [Treasurer] [Executive
Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior
Subordinated Indenture, dated as of February 14, 2003, among Mystic
Financial, Inc. (the "Company") and The Bank of New York, as trustee,
that, as of [date], [20__], the Company had the following ratios and
balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates]

Tier 1 Risk Weighted Assets                                               %
Ratio of Double Leverage                                                  %
Non-Performing Assets to Loans and OREO                                   %
Tangible Common Equity as a Percentage of Tangible Assets                 %
Ratio of Reserves to Non-Performing Loans                                 %
Ratio of Net Charge-Offs to Loans                                         %
Return on Average Assets (annualized)                                     %
Net Interest Margin (annualized)                                          %
Efficiency Ratio                                                          %
Ratio of Loans to Assets                                                  %
Ratio of Loans to Deposits                                                %
Double Leverage (exclude trust preferred as equity)                       %
Total Assets                                               $
Year to Date Income                                        $

*     A table describing the quarterly report calculation procedures is
      provided on page __

      Attached hereto are the [audited] [unaudited] consolidated and
consolidating financial statements (including the balance sheet, income
statement and, for year-end statements, notes thereto) of the Company and
its consolidated subsidiaries for the [fiscal year] [fiscal quarter] ended
[date], 20__, which financial statements fairly present in all material
respects, in accordance with U.S. generally accepted accounting principles
("GAAP"), the financial position of the Company and its consolidated
subsidiaries, and the results of operations and changes in financial
condition as of the date, and for the [___ quarter interim] [annual] period
ended [date], 20__, and such financial statements have been prepared in
accordance with GAAP consistently applied throughout the period involved
(expect as otherwise noted therein).


<PAGE>  Ex. A-1


                                                                  Exhibit A

      IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of this _____ day of _____________, 20__


                                       ------------------------------------
                                       Name:
                                       Title:

                                       MYSTIC FINANCIAL, INC.
                                       60 High Street
                                       Medford, Massachusetts 02155
                                       (781) 391-2816


<PAGE>  Ex. A-2

Financial Definitions

<TABLE>
<CAPTION>

                       Corresponding FRY-9C or LP Line
                            Items with Line Item
Report Item                corresponding Schedules               Description of Calculation
----------------------------------------------------------------------------------------------------

                    <c>                                       <c>
Tier 1 Risk            BHCK7206                                  Tier 1 Risk Ratio: Core Capital
Weighted Assets        Schedule HC-R                             (Tier 1)/ Risk-Adjusted Assets
----------------------------------------------------------------------------------------------------
Ratio of Double        (BHCP0365)/(BCHCP3210)                    Total equity investments in
Leverage               Schedule PC in the LP                     subsidiaries divided by the total
                                                                 equity capital. This field is
                                                                 calculated at the parent company
                                                                 level. "Subsidiaries" include bank,
                                                                 bank holding company, and non-bank
                                                                 subsidiaries.
----------------------------------------------------------------------------------------------------
Non-Performing         (BHCK5525- BHCK3506+BHCK5526-             Total Nonperforming Assets
Assets to Loans        BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)    (NPLs+Foreclosed Real Estate+Other
and OREO               Schedules HC-C, HC-M & HC-N               Nonaccrual & Repossessed
                                                                 Assets)/Total Loans+Foreclosed Real
                                                                 Estate
----------------------------------------------------------------------------------------------------
Tangible Common        (BHDM3210-BHCK3163)/(BHCK2170-            (Equity Capital -
Equity as a            BHCK3163)                                 Goodwill)/(Total Assets - Goodwill)
Percentage of          Schedule HC
Tangible Assets
----------------------------------------------------------------------------------------------------
Ratio of Reserves      (BHCK3123+BHCK3128)/(BHCK5525-            Total Loan Loss and Allocated
to Non-Performing      BHCK3506+BHCK5526-BHCK3507)               Transfer Risk Reserves/ Total
Loans                  Schedules HC & HC-N & HC-R                Nonperforming Loans (Nonaccrual +
                                                                 Restructured)
----------------------------------------------------------------------------------------------------
Ratio of Net           (BHCK4635-BHCK4605)/(BHCK3516)            Net charge offs for the period as
Charge-Offs to         Schedules HC-B & HC-K                     a percentage of average loans.
Loans
----------------------------------------------------------------------------------------------------
Return on Average      (BHCK4340/BHCK3368)                       Net Income as a percentage of
Assets (annualized)    Schedules HI & HC-K                       Assets.
----------------------------------------------------------------------------------------------------
Net Interest Margin    (BHCK4519)/(BHCK3515+BHCK3365+            (Net Interest Income Fully Taxable
(annualized)           BHCK3516+BHCK3401+BHCKB985)               Equivalent, if available/Average
                       Schedules HI Memorandum and HC-K          Earning Assets)
----------------------------------------------------------------------------------------------------
Efficiency Ratio       (BHCK4093)/(BHCK4519+BHCK4079)            (Non-interest Expense)/(Net
                       Schedule HI                               Interest Income Fully Taxable
                                                                 Equivalent, if available, plus
                                                                 Non-interest Income)
----------------------------------------------------------------------------------------------------
Ratio of Loans to      (BHCKB528+BHCK5369)/(BHCK2170)            Total Loans & Leases(Net of
Assets                 Schedule HC                               Unearned Income & Gross of
                                                                 Reserve)/Total Assets
----------------------------------------------------------------------------------------------------


<PAGE>  1


----------------------------------------------------------------------------------------------------
Ratio of Loans to      (BHCKB528+BHCK5369)/(BHDM6631             Total Loans & Leases (Net of
Deposits               +BHDM6636+BHFN6631+BHFN6636)              Unearned Income & Gross of
                       Schedule HC                               Reserve)/Total Deposits (Includes
                                                                 Domestic and Foreign Deposits)
----------------------------------------------------------------------------------------------------
Total Assets           (BHCK2170)                                The sum of total assets. Includes
                       Schedule HC                               cash and balances due from
                                                                 depository institutions;
                                                                 securities; federal funds sold and
                                                                 securities purchased under
                                                                 agreements to resell; loans and
                                                                 lease financing receivables;
                                                                 trading assets; premises and
                                                                 fixed assets; other real estate
                                                                 owned; investments in
                                                                 unconsolidated subsidiaries and
                                                                 associated companies; customer's
                                                                 liability on acceptances
                                                                 outstanding; intangible assets; and
                                                                 other assets.
----------------------------------------------------------------------------------------------------
Net Income             (BHCK4300)                                The sum of income (loss) before
                       Schedule HI                               extraordinary items and other
                                                                 adjustments and extraordinary
                                                                 items; and other adjustments, net
                                                                 of income taxes.
----------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>  2