<PAGE>   1
                                  Exhibit 4.4

Indenture, dated as of March 10, 1997, between the Company and The Bank of New
York, as trustee, relating to Junior Subordinated Deferrable Interest Debentures
                         due 2027 of ML Bancorp, Inc.
<PAGE>   2

                                                                    EXHIBIT 4.4
================================================================================



                                ML BANCORP, INC.

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




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


                                   INDENTURE

                           DATED AS OF MARCH 10, 1997


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




                              THE BANK OF NEW YORK


                                   AS TRUSTEE


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


               JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES



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


<PAGE>   3
TIE-SHEET

         of provisions of Trust Indenture Act of 1939 with Indenture dated as
of March 10, 1997 between ML Bancorp, Inc. and The Bank of New York, Trustee:

<TABLE>
<CAPTION>
ACT SECTION                                                           INDENTURE SECTION
<S>                                                                         <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.09
   (a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.09
310(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
   (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
310(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.10, 6.11
310(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
310(c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.13
311(a) and (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
311(c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.01, 4.02(a)
312(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.02
312(b) and (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.04
313(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.04
313(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.04
313(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.04
313(c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.04
313(d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.04
314(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.03
314(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
314(c)(1) and (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.07
314(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
314(d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
314(e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.07
314(f)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
315(a)(c) and (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.01
315(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.08
315(e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.09
316(a)(1)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.07
316(a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
316(a) last sentence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2.09
316(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9.02
317(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.05
317(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.05
318(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.08
</TABLE>

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





<PAGE>   4
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                                          Page
                                                                                                                          ----
<S>                                                                                                                         <C>
ARTICLE I

                                                             DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . .    1
         SECTION 1.01. Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         Additional Sums  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         Adjusted Treasury Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Capital Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Capital Securities Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
         Common Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Common Securities Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Company Request  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Comparable Treasury Issue  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Comparable Treasury Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
         Compounded Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Custodian  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Declaration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Deferred Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Definitive Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Dissolution Event  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
         Extended Interest Payment Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
         Federal Reserve  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
         Global Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
</TABLE>





-------------------------------
     *   THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
         PART OF THE INDENTURE.

                                       i
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                                          Page
                                                                                                                          ----
         <S>                                                                                                                <C>
         Indebtedness Ranking on a Parity with the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
         Indebtedness Ranking Junior to the Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
         Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Initial Optional Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Interest Payment Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Liquidated Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Make Whole Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Maturity Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         ML Capital Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Non Book-Entry Capital Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Officers' Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
         Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         Optional Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         Other Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         Other Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
         Principal Office of the Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Quotation Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Reference Treasury Dealer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Reference Treasury Dealer Quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Registration Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Responsible Officer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
         Restricted Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Rule 144A  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         holder of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Security Register  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Series A Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Series B Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Special Event  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Special Event Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
         Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
</TABLE>





                                       ii
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                                          Page
                                                                                                                          ----
<S>                                                                                                                         <C>
         Tax Event  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         Trust Indenture Act of 1939  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         Trust Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         U.S. Government Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

ARTICLE II

                                                              SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . .   11
         SECTION 2.01. Forms Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         SECTION 2.02. Execution and Authentication   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         SECTION 2.03. Form and Payment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         SECTION 2.04. Legends.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         SECTION 2.05. Global Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         SECTION 2.06  Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
         SECTION 2.07. Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         SECTION 2.08. Replacement Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         SECTION 2.09. Temporary Securities.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         SECTION 2.10. Cancellation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         SECTION 2.11. Defaulted Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
         SECTION 2.12. CUSIP Numbers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19

ARTICLE III

                                                 PARTICULAR COVENANTS OF THE COMPANY  . . . . . . . . . . . . . . . . . .   19
         SECTION 3.01. Payment of Principal, Premium and Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         SECTION 3.02. Offices for Notices and Payments, etc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office   . . . . . . . . . . . . . . . . . . . . . . .   20
         SECTION 3.04. Provision as to Paying Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
         SECTION 3.05. Certificate to Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
         SECTION 3.06. Compliance with Consolidation Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
         SECTION 3.07. Limitation on Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
         SECTION 3.08. Covenants as to ML Capital Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
         SECTION 3.09. Payment of Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
         SECTION 3.10. Payment Upon Resignation or Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23

ARTICLE IV

                                              SECURITYHOLDERS' LISTS AND REPORTS BY THE
                                                       COMPANY AND THE TRUSTEE  . . . . . . . . . . . . . . . . . . . . .   24
         SECTION 4.01. Securityholders' Lists   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
         SECTION 4.02. Preservation and Disclosure of Lists   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
</TABLE>





                                      iii
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                                                          Page
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<S>                                                                                                                         <C>
         SECTION 4.03. Reports by Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
         SECTION 4.04. Reports by the Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27

ARTICLE V

                                             REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                                         ON EVENT OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . .   27
         SECTION 5.01. Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
         SECTION 5.02. Payment of Securities on Default; Suit Therefor  . . . . . . . . . . . . . . . . . . . . . . . . .   29
         SECTION 5.03. Application of Moneys Collected by Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
         SECTION 5.04. Proceedings by Securityholders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
         SECTION 5.05. Proceedings by Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
         SECTION 5.06. Remedies Cumulative and Continuing   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
         SECTION 5.07. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders   . . . . . . . . .   33
         SECTION 5.08. Notice of Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
         SECTION 5.09. Undertaking to Pay Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34

ARTICLE VI

                                                        CONCERNING THE TRUSTEE  . . . . . . . . . . . . . . . . . . . . .   35
         SECTION 6.01. Duties and Responsibilities of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
         SECTION 6.02. Reliance on Documents, Opinions, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
         SECTION 6.03. No Responsibility for Recitals, etc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
         SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Securities  . .   38
         SECTION 6.05. Moneys to be Held in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
         SECTION 6.06. Compensation and Expenses of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
         SECTION 6.07. Officers' Certificate as Evidence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
         SECTION 6.08. Conflicting Interest of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
         SECTION 6.09. Eligibility of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
         SECTION 6.10. Resignation or Removal of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
         SECTION 6.11. Acceptance by Successor Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
         SECTION 6.12. Succession by Merger, etc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
         SECTION 6.13. Limitation on Rights of Trustee as a Creditor  . . . . . . . . . . . . . . . . . . . . . . . . . .   43
         SECTION 6.14. Authenticating Agents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43

ARTICLE VII

                                                    CONCERNING THE SECURITYHOLDERS  . . . . . . . . . . . . . . . . . . .   44
         SECTION 7.01. Action by Securityholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
         SECTION 7.02. Proof of Execution by Securityholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
</TABLE>





                                       iv
<PAGE>   8
<TABLE>
<CAPTION>
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<S>                                                                                                                         <C>
         SECTION 7.03. Who Are Deemed Absolute Owners   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
         SECTION 7.04. Securities Owned by Company Deemed Not Outstanding   . . . . . . . . . . . . . . . . . . . . . . .   46
         SECTION 7.05. Revocation of Consents; Future Holders Bound   . . . . . . . . . . . . . . . . . . . . . . . . . .   46

ARTICLE VIII

                                                      SECURITYHOLDERS' MEETINGS   . . . . . . . . . . . . . . . . . . . .   47
         SECTION 8.01. Purposes of Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
         SECTION 8.02. Call of Meetings by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
         SECTION 8.03. Call of Meetings by Company or Securityholders   . . . . . . . . . . . . . . . . . . . . . . . . .   47
         SECTION 8.04. Qualifications for Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
         SECTION 8.05. Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
         SECTION 8.06. Voting   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49

ARTICLE IX

                                                              AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . .   49
         SECTION 9.01. Without Consent of Securityholders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
         SECTION 9.02. With Consent of Securityholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51
         SECTION 9.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures   . . . . . . . . . . . . .   52
         SECTION 9.04. Notation on Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
         SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee   . . . . . . . . . . . .   53

ARTICLE X

                                          CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE   . . . . . . . . . . . . . .   53
         SECTION 10.01. Company May Consolidate, etc., on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . .   53
         SECTION 10.02. Successor Corporation to be Substituted for Company . . . . . . . . . . . . . . . . . . . . . . .   53
         SECTION 10.03. Opinion of Counsel to be Given Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54

ARTICLE XI

                                               SATISFACTION AND DISCHARGE OF INDENTURE  . . . . . . . . . . . . . . . . .   54
         SECTION 11.01. Discharge of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
         SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee . . . . . . . . .   55
         SECTION 11.03. Paying Agent to Repay Moneys Held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
         SECTION 11.04. Return of Unclaimed Moneys  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
</TABLE>





                                       v
<PAGE>   9
<TABLE>
<CAPTION>
                                                                                                                          Page
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<S>                     <C>                                                                                                 <C>
         SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government Obligations  . . . . . . . . . . . . . . . .   56

ARTICLE XII

                                               IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                                                        OFFICERS AND DIRECTORS  . . . . . . . . . . . . . . . . . . . . .   58
         SECTION 12.01. Indenture and Securities Solely Corporate Obligations . . . . . . . . . . . . . . . . . . . . . .   58

ARTICLE XIII

                                                       MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . .   58
         SECTION 13.01. Successors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
         SECTION 13.02. Official Acts by Successor Corporation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
         SECTION 13.03. Surrender of Company Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
         SECTION 13.04. Addresses for Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
         SECTION 13.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
         SECTION 13.06. Evidence of Compliance with Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . . . .   59
         SECTION 13.07. Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         SECTION 13.08. Trust Indenture Act to Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         SECTION 13.09. Table of Contents, Headings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         SECTION 13.10. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         SECTION 13.11. Separability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         SECTION 13.12. Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
         SECTION 13.13. Acknowledgement of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61

ARTICLE XIV

                                             REDEMPTION OF SECURITIES  --  MANDATORY AND
                                                        OPTIONAL SINKING FUND   . . . . . . . . . . . . . . . . . . . . .   61
         SECTION 14.01. Special Event Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
         SECTION 14.02. Optional Redemption by Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
         SECTION 14.03. No Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
         SECTION 14.04. Notice of Redemption; Selection of Securities . . . . . . . . . . . . . . . . . . . . . . . . . .   63
         SECTION 14.05. Payment of Securities Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . .   64

ARTICLE XV

                                                     SUBORDINATION OF SECURITIES  . . . . . . . . . . . . . . . . . . . .   65
         SECTION 15.01. Agreement to Subordinate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
         SECTION 15.02. Default on Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
         SECTION 15.03. Liquidation; Dissolution; Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   66
</TABLE>





                                       vi
<PAGE>   10
<TABLE>
<CAPTION>
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<S>                     <C>                                                                                                 <C>
         SECTION 15.04. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         SECTION 15.05. Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
         SECTION 15.06. Notice by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
         SECTION 15.07. Rights of the Trustee; Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . .   69
         SECTION 15.08. Subordination May Not Be Impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   70

                                                             ARTICLE XVI

                                                 EXTENSION OF INTEREST PAYMENT PERIOD . . . . . . . . . . . . . . . . . .   71
         SECTION 16.01. Extension of Interest Payment Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71
         SECTION 16.02. Notice of Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  A-1
</TABLE>


Testimonium
Signatures
Acknowledgements





                                      vii
<PAGE>   11
                 THIS INDENTURE, dated as of March 10, 1997, between ML
Bancorp, Inc., a Pennsylvania corporation (hereinafter sometimes called the
"Company"), and The Bank of New York, a New York banking corporation, as
trustee (hereinafter sometimes called the "Trustee"),

                             W I T N E S S E T H :

                 In consideration of the premises, and the purchase of the
Securities by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Securities, as follows:


                                   ARTICLE I

                                  DEFINITIONS

                 SECTION 1.01.    Definitions.

                 The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture shall have the respective meanings specified in this
Section 1.01.  All other terms used in this Indenture which are defined in the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), or which
are by reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally
executed.  The following terms have the meanings given to them in the
Declaration:  (i) Clearing Agency; (ii) Delaware Trustee; (iii) Property
Trustee; (iv) Administrative Trustees; (v) Series A Capital Securities; (vi)
Series B Capital Securities; (vii) Direct Action; and (viii) Distributions.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted
accounting principles and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation.  The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.  Headings are used for convenience of
reference only and do not affect interpretation.  The singular includes the
plural and vice versa.

                 "Additional Sums" shall have the meaning set forth in Section
2.06(c).

                 "Adjusted Treasury Rate" means, with respect to any redemption
date pursuant to Section 14.01, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price





<PAGE>   12
for such redemption date plus (i) 2.90% if such redemption date occurs on or
prior to March 1, 1998 and (ii) 2.40% in all other cases.

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

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

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

                 "Board of Directors" shall mean either the Board of Directors
of the Company or any duly authorized committee of that board.

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

                 "Business Day" shall mean, with respect to any series of
Securities, any day other than a Saturday or a Sunday or a day on which banking
institutions in The City of New York or Villanova, Pennsylvania are authorized
or required by law or executive order to close.

                 "Capital Securities" shall mean undivided beneficial interests
in the assets of ML Capital Trust which rank pari passu with the Common
Securities issued by ML Capital Trust; provided, however, that if an Event of
Default has occurred and is continuing, no payments in respect of Distributions
on, or payments upon liquidation, redemption or otherwise with respect to, the
Common Securities shall be made until the holders of the Capital Securities
shall be paid in full the Distributions and the liquidation, redemption and
other payments to which they are entitled.  References to "Capital Securities"
shall include collectively any Series A Capital Securities and Series B Capital
Securities.

                 "Capital Securities Guarantee" shall mean any guarantee that
the Company may enter into with The Bank of New York or other Persons that
operates directly or indirectly for the benefit of holders of Capital
Securities of ML Capital Trust and shall include a Series A Capital Securities
Guarantee and a Series B Capital Securities Guarantee with respect to the
Series A Capital Securities and the Series B Capital Securities, respectively.

                 "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now





                                       2
<PAGE>   13
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

                 "Common Securities" shall mean undivided beneficial interests
in the assets of ML Capital Trust which rank pari passu with Capital Securities
issued by ML Capital Trust; provided, however, that if an Event of Default has
occurred and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the holders of the Capital Securities shall be
paid in full the Distributions and the liquidation, redemption and other
payments to which they are entitled.

                 "Common Securities Guarantee" shall mean any guarantee that
the Company may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of ML Capital Trust.

                 "Common Stock" shall mean the Common Stock, par value $0.01
per share, of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

                 "Company" shall mean ML Bancorp, Inc., a Pennsylvania
corporation, and, subject to the provisions of Article X, shall include its
successors and assigns.

                 "Company Request" or "Company Order" shall mean a written
request or order signed in the name of the Company by the Chairman, the Chief
Executive Officer, the President, a Vice Chairman, a Vice President, the
Comptroller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

                 "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
Initial Optional Prepayment Date that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Securities.

                 "Comparable Treasury Price" means, with respect to any
redemption date pursuant to Section 14.01, (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such Business Day, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or





                                       3
<PAGE>   14
(B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.

                 "Compounded Interest" shall have the meaning set forth in
Section 16.01.

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

                 "Declaration" means the Amended and Restated Declaration of
Trust of ML Capital Trust, dated as of March 10, 1997, as amended from time to
time.

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

  "Defaulted Interest" shall have the same meaning set forth in Section 2.11.

                 "Deferred Interest" shall have the meaning set forth in
Section 16.01.

                 "Definitive Securities" shall mean those securities issued in
fully registered certificated form not otherwise in global form.

                 "Depositary" shall mean, with respect to Securities, for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Exchange Act
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to Section 2.05(d).

                 "Dissolution Event" means the liquidation of ML Capital Trust
pursuant to the Declaration, and the distribution of the Securities held by the
Property Trustee to the holders of the Trust Securities issued by ML Capital
Trust pro rata in accordance with the Declaration.

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

                 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                 "Exchange Offer" means the offer that may be made pursuant to
the Registration Rights Agreement (i) by the Company to exchange Series B
Securities for Series A Securities and to exchange a Series B Capital
Securities Guarantee for a Series A Capital Securities Guarantee and (ii) by ML
Capital Trust to exchange Series B Capital Securities for Series A Capital
Securities.





                                       4
<PAGE>   15
                 "Extended Interest Payment Period" shall have the meaning set
forth in Section 16.01.

                 "Federal Reserve" shall mean the Board of Governors of the
Federal Reserve System.

                 "Global Security" means, with respect to the Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

                 "Indebtedness" shall mean (i) every obligation of the Company
for money borrowed; (ii) every obligation of the Company 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 the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
the Company; (iv) every obligation of the Company issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business); (v)
every capital lease obligation of the Company; (vi) all indebtedness of the
Company whether incurred on or prior to the date of the 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; and (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, the Company has guaranteed or is
responsible or liable, directly or indirectly, as obligor or otherwise.

                 "Indebtedness Ranking on a Parity with the Securities" shall
mean (i) Indebtedness, whether outstanding on the date of execution of this
Indenture or hereafter created, assumed or incurred, to the extent such
indebtedness specifically by its terms ranks equally with and not prior to the
Securities in the right of payment upon the happening of any dissolution or
winding up or liquidation or reorganization of the Company, and (ii) all other
debt securities, and guarantees in respect of those debt securities, issued to
any trust other than ML Capital 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 guaranteed by the
Company pursuant to an instrument that ranks pari passu with or junior in right
of payment to the Capital Securities Guarantee.  The securing of any
Indebtedness, otherwise constituting Indebtedness Ranking on a Parity with the
Securities, shall not be deemed to prevent such Indebtedness from constituting
Indebtedness Ranking on a Parity with the Securities.

                 "Indebtedness Ranking Junior to the Securities" shall mean any
Indebtedness, whether outstanding on the date of execution of this Indenture or
hereafter created,





                                       5
<PAGE>   16
assumed or incurred, to the extent such indebtedness specifically by its terms
ranks junior to and not equally with or prior to the Securities (and any other
Indebtedness Ranking on a Parity with the Securities) in right of payment upon
the happening of any dissolution or winding up or liquidation or reorganization
of the Company.  The securing of any Indebtedness, otherwise constituting
Indebtedness Ranking Junior to the Securities, shall not be deemed to prevent
such Indebtedness from constituting Indebtedness Ranking Junior to the
Securities.

                 "Indenture" shall mean this instrument as originally executed
or, if amended as herein provided, as so amended.

                 "Initial Optional Redemption Date" means March 1, 2007.

                 "Interest Payment Date" shall have the meaning set forth in 
Section 2.06(a).

                 "Liquidated Damages" shall have the meaning set forth in the
Registration Rights Agreement.

                 "Make Whole Amount" shall mean an amount equal to the greater
of (i) 100% of the principal amount of the Securities to be redeemed or (ii)
the sum, as determined by a Quotation Agent, of the present values of remaining
scheduled payments of principal and interest on the Securities, discounted to
the prepayment date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate, plus, in the case of
each of clauses (i) and (ii), accrued and unpaid interest thereon, including
Compounded Interest and Additional Sums, if any, to the date of such
redemption.

                 "Maturity Date" shall mean March 1, 1997.

                 "ML Capital Trust" or the "Trust" shall mean ML Capital Trust
I, a Delaware business trust created for the purpose of issuing its undivided
beneficial interests in connection with the issuance of Securities under this
Indenture.

                 "Mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

                 "Non Book-Entry Capital Securities" shall have the meaning set
forth in Section 2.05(a)(ii).

                 "Officers" shall mean any of the Chairman, a Vice Chairman,
the Chief Executive Officer, the President, a Vice President, the Comptroller,
the Secretary or an Assistant Secretary of the Company.

                 "Officers' Certificate" shall mean a certificate signed by two
Officers and delivered to the Trustee.





                                       6
<PAGE>   17
                 "Opinion of Counsel" shall mean a written opinion of counsel,
who may be an employee of the Company, and who shall be acceptable to the
Trustee.

                 "Optional Redemption Price" shall have the meaning set forth 
in Section 14.02(a).

                 "Other Debentures" means all junior subordinated debentures
issued by the Company from time to time and sold to trusts to be established by
the Company (if any), in each case similar to the Trust.

                 "Other Guarantees" means all guarantees to be issued by the
Company with respect to capital securities (if any) and issued to other trusts
to be established by the Company (if any), in each case similar to the Trust.

                 The term "outstanding" when used with reference to Securities,
shall, subject to the provisions of Section 7.04, mean, as of any particular
time, all Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except

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

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

                 (c)      Securities in lieu of or in substitution for which
                          other Securities shall have been authenticated and
                          delivered pursuant to the terms of Section 2.08
                          unless proof satisfactory to the Company and the
                          Trustee is presented that any such Securities are
                          held by bona fide holders in due course.

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

                 "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt and as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered





                                       7
<PAGE>   18
under Section 2.08 in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the lost, destroyed or stolen Security.

                 "Principal Office of the Trustee", or other similar term,
shall mean the office of the Trustee, at which at any particular time its
corporate trust business shall be administered.

                 "Purchase Agreement" shall mean the Purchase Agreement dated
March 4, 1997 among the Company, ML Capital Trust and the initial purchasers
named therein.

                 "Property Trustee" shall have the same meaning as set forth 
in the Declaration.

                 "Quotation Agent" means the Reference Treasury Dealer 
appointed by the Company.

                 "Redemption Price" means the Special Event Redemption Price or
the Optional Redemption Price, as the context requires.

                 "Reference Treasury Dealer" means a nationally recognized U.S.
Government securities dealer in New York City selected by the Company.

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

                 "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 10, 1997, by and among the Company, the Trust and
the initial purchasers named therein, as such agreement may be amended,
modified or supplemented from time to time.

                 A "Regulatory Capital Event" means that the Company shall have
become, or pursuant to law or regulation will become within 180 days, subject
to capital requirements under which, in the written opinion of independent bank
regulatory counsel experienced in such matters, the Capital Securities would
not constitute Tier 1 Capital (as that concept is used in the guidelines or
regulations issued by the Federal Reserve as of the date of the Offering
Memorandum) applied as if the Company (or its successor) were a bank holding
company, or the then-equivalent of such Tier 1 Capital.

                 "Responsible Officer" shall mean any officer of the Trustee
with direct responsibility for the administration of the Indenture and also
means, with respect to a





                                       8
<PAGE>   19
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

                 "Restricted Security" shall mean Securities that bear or are
required to bear the legends relating to transfer restrictions under the
Securities Act set forth in Exhibit A hereto.

                 "Rule 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or under any similar rule or regulation
hereafter adopted by the Commission.

                 "Securities" means, collectively, the Series A Securities and
the Series B Securities.

                 "Securities Act" shall mean the Securities Act of 1933, as
amended.

                 "Securityholder", "holder of Securities", or other similar
terms, shall mean any Person in whose name at the time a particular Security is
registered on the register kept by the Company or the Trustee for that purpose
in accordance with the terms hereof.

                 "Security Register" shall mean (i) prior to a Dissolution
Event, the list of holders provided to the Trustee pursuant to Section 4.01 and
(ii) following a Dissolution Event, any security register maintained by a
security registrar for the Securities appointed by the Company following the
execution of a supplemental indenture providing for transfer procedures as
provided for in Section 2.07(a).

                 "Senior Indebtedness" shall mean all Indebtedness, whether
outstanding on the date of execution of this Indenture or hereafter created,
assumed or incurred, except Indebtedness Ranking on a Parity with the
Securities or Indebtedness Ranking Junior to the Securities, and any deferrals,
renewals or extensions of such Senior Indebtedness.

                 "Series A Securities" means the Company's Series A 9.875%
Junior Subordinated Deferrable Interest Debentures due March 1, 2027, as
authenticated and issued under this Indenture.

                 "Series B Securities" means the Company's Series B 9.875%
Junior Subordinated Deferrable Interest Debentures due March 1, 2027, as
authenticated and issued under this Indenture.

                 "Special Event" means either a Regulatory Capital Event or a
Tax Event.

                 "Special Event Redemption Price" shall mean, with respect to
any redemption of the Securities following a Special Event, an amount in cash
equal to the Make Whole Amount.





                                       9
<PAGE>   20
                 "Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of the outstanding voting stock of which is
owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries and (iii) any limited partnership of which such
Person or any of its Subsidiaries is a general partner.  For the purposes of
this definition, "voting stock" means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors
(or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                 "Tax Event" shall mean the receipt by ML Capital Trust and the
Company of an opinion of counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after March 10,
1997, there is more than an insubstantial risk that (i) ML Capital Trust is, or
will be within 90 days of the date of such opinion, subject to  United States
Federal income tax with respect to income received or accrued on the
Securities, (ii) interest payable by the Company on the Securities is not, or
within 90 days of the date of such opinion, will not be, deductible by the
Company, in whole or in part, for United States Federal income tax purposes or
(iii) ML Capital Trust is, or will be within 90 days of the date of such
opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

                 "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939 as in force at the date of execution of this Indenture; provided,
however, that, in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act of 1939" shall mean, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

                 "Trustee" shall mean the Person identified as "Trustee" in the
first paragraph hereof, and, subject to the provisions of Article VI hereof,
shall also include its successors and assigns as Trustee hereunder.  The term
"Trustee" as used with respect to a particular series of the Securities shall
mean the trustee with respect to that series.

                 "Trust Securities" shall mean the Capital Securities and the
Common Securities, collectively.

                 "U.S. Government Obligations" shall mean securities that are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit





                                       10
<PAGE>   21
is pledged or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses
(i) or (ii) are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
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 depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.

                                   ARTICLE II

                                   SECURITIES

                 SECTION 2.01.    Forms Generally.

                 The Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A, the terms of which are
incorporated in and made a part of this Indenture.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject or usage.  Each Security shall be
dated the date of its authentication.  The Securities shall be issued in
denominations of $1,000 and integral multiples thereof.

                 SECTION 2.02.    Execution and Authentication.

                 The Securities shall be executed on behalf of the Company by a
duly authorized officer and attested by a Secretary or an Assistant Secretary.
The signature of any such person on the Securities may be manual or facsimile.
If an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security shall nevertheless be
valid.

                 A Security shall not be valid until authenticated by the
manual signature of the Trustee.  The signature of the Trustee shall be
conclusive evidence that the Security has been authenticated under this
Indenture.  The form of Trustee's certificate of authentication to be borne by
the Securities shall be substantially as set forth in Exhibit A hereto.

                 The Trustee shall, upon a Company Order, authenticate for
original issue up to, and the aggregate principal amount of Securities
outstanding at any time may not exceed $51,547,000 aggregate principal amount
of the Securities, except as provided in Sections 2.07, 2.08, 2.09 and 14.05.
The series of Securities to be initially issued hereunder shall be the Series A
Securities.





                                       11
<PAGE>   22
                 SECTION 2.03.    Form and Payment.

                 Except as provided in Section 2.05, the Securities shall be
issued in fully registered certificated form without interest coupons.
Principal of, premium, if any, and interest on the Securities issued in
certificated form will be payable, the transfer of such Securities will be
registrable and such Securities will be exchangeable for Securities bearing
identical terms and provisions at the office or agency of the Company
maintained for such purpose under Section 3.02; provided, however, that payment
of interest with respect to Securities (other than a Global Security) may be
made at the option of the Company (i) by check mailed to the holder at such
address as shall appear in the Security Register or (ii) by transfer to an
account maintained by the Person entitled thereto, provided that proper
transfer instructions have been received in writing by the relevant record
date.  Notwithstanding the foregoing, so long as the holder of any Securities
is the Property Trustee, the payment of the principal of, premium, if any, and
interest (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, on such Securities held by the Property Trustee
will be made at such place and to such account as may be designated by the
Property Trustee.

                 SECTION 2.04.    Legends.

                 (a)  Except as permitted by subsection (b) of this Section
2.04 or as otherwise determined by the Company in accordance with applicable
law, each Security shall bear the applicable legends relating to restrictions
on transfer pursuant to the securities laws in substantially the form set forth
on Exhibit A hereto.

                 (b)      In the event of an Exchange Offer, the Company shall
issue and the Trustee, upon Company Order, shall authenticate Series B
Securities in exchange for Series A Securities accepted for exchange in the
Exchange Offer, which Series B Securities shall not bear the legends required
by subsection (a) above (other than the legend dealing with the restriction
referred to in Section 2.07(a)(ii) of this Indenture), in each case unless the
holder of such Series A Securities is either (A) a broker dealer who purchased
such Series A Securities directly from the Company for resale pursuant to Rule
144A or any other available exemption under the Securities Act, (B) a Person
participating in the distribution of the Series A Securities or (C) a Person
who is an Affiliate of the Company.

                 SECTION 2.05.    Global Security.

                 (a)  In connection with a Dissolution Event,

                          (i)     if any Capital Securities are held in
         book-entry form, the related Definitive Securities shall be presented
         to the Trustee (if an arrangement with the Depositary has been
         maintained) by the Property Trustee in exchange for one or more Global
         Securities (as may be required pursuant to Section 2.07) in an
         aggregate principal amount equal to the aggregate principal amount of
         all outstanding Securi-





                                       12
<PAGE>   23
         ties, to be registered in the name of the Depositary, or its nominee,
         and delivered by the Trustee to the Depositary for crediting to the
         accounts of its participants pursuant to the instructions of the
         Administrative Trustees; the Company upon any such presentation shall
         execute one or more Global Securities in such aggregate principal
         amount and deliver the same to the Trustee for authentication and
         delivery in accordance with this Indenture; and payments on the
         Securities issued as a Global Security will be made to the Depositary;
         and

                          (ii)    if any Capital Securities are held in
         certificated form, the related Definitive Securities may be presented
         to the Trustee by the Property Trustee and any Capital Security
         certificate which represents Capital Securities other than Capital
         Securities in book-entry form ("Non Book-Entry Capital Securities")
         will be deemed to represent beneficial interests in Securities
         presented to the Trustee by the Property Trustee having an aggregate
         principal amount equal to the aggregate liquidation amount of the Non
         Book-Entry Capital Securities until such Capital Security certificates
         are presented to the Security Registrar for transfer or reissuance, at
         which time such Capital Security certificates will be cancelled and a
         Security, registered in the name of the holder of the Capital Security
         certificate or the transferee of the holder of such Capital Security
         certificate, as the case may be, with an aggregate principal amount
         equal to the aggregate liquidation amount of the Capital Security
         certificate cancelled, will be executed by the Company and delivered
         to the Trustee for authentication and delivery in accordance with this
         Indenture.  Upon the issuance of such Securities, Securities with an
         equivalent aggregate principal amount that were presented by the
         Property Trustee to the Trustee will be cancelled.

                 (b)      The Global Securities shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon; provided,
that the aggregate amount of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions.  Any endorsement of a Global Security to reflect the amount of
any increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Trustee, in accordance with instructions given by
the Company as required by this Section 2.05.

                 (c)      The Global Securities may be transferred, in whole
but not in part, only to the Depositary, another nominee of the Depositary, or
to a successor Depositary selected or approved by the Company or to a nominee
of such successor Depositary.

                 (d)      If at any time the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary or the Depositary has
ceased to be a clearing agency registered under the Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the case
may be, the Company will execute, and the Trustee, upon receipt of a Company
Order, will authenticate and make available for delivery the Definitive
Securities, in authorized denominations, and in an aggregate principal amount
equal to the princi-





                                       13
<PAGE>   24
pal amount of the Global Security in exchange for such Global Security.  If
there is an Event of Default, the Depositary shall have the right to exchange
the Global Securities for Definitive Securities.  In addition, the Company may
at any time determine that the Securities shall no longer be represented by a
Global Security.  In the event of such an Event of Default or such a
determination, the Company shall execute, and subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company and a Company Order, will authenticate and make available for
delivery the Definitive Securities, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security.  Upon the exchange of the Global Security
for such Definitive Securities, in authorized denominations, the Global
Security shall be cancelled by the Trustee.  Such Definitive Securities issued
in exchange for the Global Security shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Definitive Securities to the Depositary for
delivery to the Persons in whose names such Definitive Securities are so
registered.

                 SECTION 2.06     Interest.

                 (a)      Each Security will bear interest at the rate of
9.875% per annum (the "Coupon Rate") from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from March 10, 1997, until the principal thereof becomes due
and payable, and at the Coupon Rate on any overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest, compounded
semi-annually, payable (subject to the provisions of Article XVI) semi-annually
in arrears on March 1 and September 1 of each year (each, an "Interest Payment
Date") commencing on September 1, 1997, to the Person in whose name such
Security or any predecessor Security is registered, at the close of business on
the regular record date for such interest installment, which shall be the
fifteenth day of the month immediately preceding the month in which the
relevant Interest Payment Date falls.

                 (b)      Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months and, for any period of less than a full
calendar month, the number of days lapsed in such month.  In the event that any
Interest Payment Date falls on a day that is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay), except that if such next succeeding Business Day falls in the next
succeeding calendar year, then such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

                 (c)      During such time as the Property Trustee is the
holder of any Securities, the Company shall pay any additional amounts on the
Securities as may be necessary in order that the amount of Distributions then
due and payable by ML Capital Trust





                                       14
<PAGE>   25
on the outstanding Trust Securities shall not be reduced as a result of any
additional taxes, duties and other governmental charges to which ML Capital
Trust has become subject as a result of a Tax Event ("Additional Sums").

                 SECTION 2.07.    Transfer and Exchange.

                 (a)      Transfer Restrictions.  (i) The Series A Securities,
and those Series B Securities with respect to which any Person described in
Section 2.04(b)(A), (B) or (C) is the beneficial owner, may not be transferred
except in compliance with the legends contained in Exhibit A unless otherwise
determined by the Company in accordance with applicable law.  Upon any
distribution of the Securities following a Dissolution Event, the Company and
the Trustee shall enter into a supplemental indenture pursuant to Section 9.01
to provide for the transfer restrictions and procedures with respect to the
Securities substantially similar to those contained in the Declaration to the
extent applicable in the circumstances existing at such time.

                          (ii)    The Securities will be issued and may be
transferred only in blocks having an aggregate principal amount of not less
than $100,000.  Any such transfer of the Securities in a block having an
aggregate principal amount of less than $100,000 shall be deemed to be voided
and of no legal effect whatsoever.  Any such transferee shall be deemed not to
be a holder of such Securities for any purpose, including, but not limited to
the receipt of payments on such Securities, and such transferee shall be deemed
to have no interest whatsoever in such Securities.

                 (b)      General Provisions Relating to Transfers and
Exchanges.  To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Definitive Securities and
Global Securities at the Security Registrar's request.  All Definitive
Securities and Global Securities issued upon any registration of transfer or
exchange of Definitive Securities or Global Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Definitive Securities or Global
Securities surrendered upon such registration of transfer or exchange.

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

                 The Company shall not be required to (i) issue, register the
transfer of or exchange Securities during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption or any
notice of selection of Securities for redemption under Article XIV hereof and
ending at the close of business on the day of such mailing; or (ii) register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.





                                       15
<PAGE>   26
                 Prior to due presentment for the registration of a transfer of
any Security, the Trustee, the Company and any agent of the Trustee or the
Company may deem and treat the Person in whose name any Security is registered
as the absolute owner of such Security for the purpose of receiving payment of
principal of and premium, if any, and interest on such Securities, neither the
Trustee, nor the Company nor any agent of the Trustee or the Company shall be
affected by notice to the contrary.

                 (c)  Exchange of Series A Securities for Series B Securities.
The Series A Securities may be exchanged for Series B Securities pursuant to
the terms of the Exchange Offer.  The Trustee shall make the exchange as
follows:

                 The Company shall present the Trustee with an Officers'
Certificate certifying the following:

                 (A)      upon issuance of the Series B Securities, the
                          transactions contemplated by the Exchange Offer have
                          been consummated; and

                 (B)      the principal amount of Series A Securities properly
                          tendered in the Exchange Offer that are represented
                          by a Global Security and the principal amount of
                          Series A Securities properly tendered in the Exchange
                          Offer that are represented by Definitive Securities,
                          the name of each holder of such Definitive
                          Securities, the principal amount properly tendered in
                          the Exchange Offer by each such holder and the name
                          and address to which Definitive Securities for Series
                          B Securities shall be registered and sent for each
                          such holder.

                 The Trustee, upon receipt of (i) such Officers' Certificate,
(ii) an Opinion of Counsel (x) to the effect that the Series B Securities have
been registered under Section 5 of the Securities Act and the Indenture has
been qualified under the Trust Indenture Act and (y) with respect to the
matters set forth in Section 3(p) of the Registration Rights Agreement and
(iii) a Company Order, shall authenticate (A) a Global Security representing
Series B Securities in aggregate principal amount equal to the aggregate
principal amount of Series A Securities represented by a Global Security
indicated in such Officers' Certificate as having been properly tendered and
(B) Definitive Securities representing Series B Securities registered in the
names of, and in the principal amounts indicated in, such Officers'
Certificate.

                 If the principal amount of the Global Security for the Series
B Securities is less than the principal amount of the Global Security for the
Series A Securities, the Trustee shall make an endorsement on such Global
Security for Series A Securities indicating a reduction in the principal amount
represented thereby.

                 The Trustee shall deliver such Definitive Securities
representing Series B Securities to the holders thereof as indicated in such
Officers' Certificate.





                                       16
<PAGE>   27
                 SECTION 2.08.    Replacement Securities.

                 If any mutilated Security is surrendered to the Trustee, or
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee shall authenticate a replacement Security if the Trustee's requirements
for replacements of Securities are met.  An indemnity bond must be supplied by
the holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any agent thereof or any authenticating agent
from any loss that any of them may suffer if a Security is replaced.  The
Company or the Trustee may charge for its expenses in replacing a Security.

                 Every replacement Security is an obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

                 SECTION 2.09.    Temporary Securities.

                 Pending the preparation of Definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise reproduced, in any authorized
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 conclusively evidenced by their execution of such Securities.

                 If temporary Securities are issued, the Company shall cause
Definitive Securities to be prepared without unreasonable delay.  The
Definitive Securities shall be printed, lithographed or engraved, or provided
by any combination thereof, or in any other manner permitted by the rules and
regulations of any applicable securities exchange, all as determined by the
officers executing such Definitive Securities.  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 maintained by the Company for such purpose pursuant to Section 3.02
hereof, 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 make available for delivery, in exchange therefor the
same aggregate principal amount of Definitive Securities of authorized
denominations.  Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities.

                 SECTION 2.10.    Cancellation.

                 The Company at any time may deliver Securities to the Trustee
for cancellation.  The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or





                                       17
<PAGE>   28
dispose of cancelled Securities in accordance with its normal practices
(subject to the record retention requirement of the Exchange Act) unless the
Company directs them to be returned to it.  The Company may not issue new
Securities to replace Securities that have been redeemed or paid or that have
been delivered to the Trustee for cancellation.

                 SECTION 2.11.    Defaulted Interest.

                 Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the holder
on the relevant regular record date by virtue of having been such holder; and
such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (a) or clause (b) below:

                 (a)  The Company may make payment of any Defaulted Interest on
         Securities to the Persons in whose names such Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner: the Company
         shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each such Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided.  Thereupon the Trustee shall fix
         a special record date for the payment of such Defaulted Interest which
         shall not be more than 15 nor less than 10 days prior to the date of
         the proposed payment and not less than 10 days after the receipt by
         the Trustee of the notice of the proposed payment.  The Trustee shall
         promptly notify the Company of such special record date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the special record
         date therefor to be mailed, first class postage prepaid, to each
         Securityholder at his or her address as it appears in the Security
         Register, not less than 10 days prior to such special record date.
         Notice of the proposed payment of such Defaulted Interest and the
         special record date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names such
         Securities (or their respective Predecessor Securities) are registered
         on such special record date and shall be no longer payable pursuant to
         the following clause (b).

                 (b)  The Company may make payment of any Defaulted Interest on
         any Securities in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such Securities may
         be listed, and upon such notice as may be required by such exchange,
         if, after notice given by the Company to the





                                       18
<PAGE>   29
         Trustee of the proposed payment pursuant to this clause, such manner
         of payment shall be deemed practicable by the Trustee.

                 SECTION 2.12.    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 as a convenience to Securityholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee of any change in the CUSIP numbers.


                                  ARTICLE III

                      PARTICULAR COVENANTS OF THE COMPANY

                 SECTION 3.01.    Payment of Principal, Premium and Interest.

                 The Company covenants and agrees for the benefit of the
holders of the Securities that it will duly and punctually pay or cause to be
paid the principal of, premium, if any, and interest on the Securities at the
place, at the respective times and in the manner provided herein.  Except as
provided in Section 2.03, each installment of interest on the Securities may be
paid by mailing checks for such interest payable to the order of the holder of
Security entitled thereto as they appear in the Security Register.  The Company
further covenants to pay any and all amounts, including, without limitation,
Additional Sums, as may be required pursuant to Section 2.06(c), Liquidated
Damages, if any, on the dates and in the manner required under the Registration
Rights Agreement and Compounded Interest, as may be required pursuant to
Section 16.01.

                 SECTION 3.02.    Offices for Notices and Payments, etc.

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





                                       19
<PAGE>   30
Borough of Manhattan, The City of New York, or shall fail to give such notice
of the location or of any change in the location thereof, presentations and
demands may be made and notices may be served at the Principal Office of the
Trustee.

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

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

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

                 SECTION 3.04.    Provision as to Paying Agent.

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

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

                          (2)     that it will give the Trustee notice of any
                                  failure by the Company (or by any other
                                  obligor on the Securities) to make any
                                  payment of the principal of and premium or
                                  interest (including Additional Sums and
                                  Compounded Interest, if any) and Liquidated
                                  Damages, if any, on the Securities when the
                                  same shall be due and payable.

                 (b)      If the Company shall act as its own paying agent, it
                          will, on or before each due date of the principal of
                          and premium, if any, or interest on the Securities,
                          set aside, segregate and hold in trust for the
                          benefit of the holders of the Securities a sum
                          sufficient to pay such principal,





                                       20
<PAGE>   31
                          premium or interest so becoming due and will notify
                          the Trustee of any failure to take such action and of
                          any failure by the Company (or by any other obligor
                          under the Securities) to make any payment of the
                          principal of and premium, if any, or interest on the
                          Securities when the same shall become due and
                          payable.

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

                 (d)      Anything in this Section 3.04 to the contrary
                          notwithstanding, the agreement to hold sums in trust
                          as provided in this Section 3.04 is subject to
                          Sections 11.03 and 11.04.

                 SECTION 3.05.    Certificate to Trustee.

                 The Company will deliver to the Trustee on or before 120 days
after the end of each fiscal year in each year, commencing with the first
fiscal year ending after the date hereof, so long as Securities are outstanding
hereunder, an Officers' Certificate, one of the signers of which shall be the
principal executive, principal financial or principal accounting officer of the
Company, stating that in the course of the performance by the signers of their
duties as officers of the Company they would normally have knowledge of any
default by the Company in the performance of any covenants contained herein,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof.

                 SECTION 3.06.    Compliance with Consolidation Provisions.

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

                 SECTION 3.07.    Limitation on Dividends.

                 The Company will 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 (which includes common and
preferred stock), (ii) make any payment of principal, premium, if any, or
interest on or repay or repurchase or redeem any debt securities of the Company
(including Other Debentures) that rank pari passu with or





                                       21
<PAGE>   32
junior in right of payment to the Securities or (iii) make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any Subsidiary of the Company (including Other Guarantees) if such guarantee
ranks pari passu or junior in right of payment to the Securities (other than
(a) dividends or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Common Stock of the Company, (b) any
declaration of a dividend in connection with the implementation of a
stockholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the Capital Securities Guarantee, (d) as a result of a
reclassification of the Company's capital stock or the exchange or the
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock, (e) 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 and (f) purchases of Common Stock related to the issuance of Common
Stock or rights under any of the Company's benefit plans for its directors,
officers or employees or any of the Company's dividend reinvestment plans) if
at such time (1) there shall have occurred any event of which the Company has
actual knowledge that (a) is or, with the giving of notice or the lapse of
time, or both, would constitute an Event of Default and (b) in respect of which
the Company shall not have taken reasonable steps to cure, (2) if such
Securities are held by the Property Trustee, the Company shall be in default
with respect to its payment obligations under the Capital Securities Guarantee
or (3) the Company shall have given notice of its election of the exercise of
its right to extend the interest payment period pursuant to Section 16.01 and
any such extension shall be continuing.

                 SECTION 3.08.    Covenants as to ML Capital Trust

                 In the event Securities are issued to ML Capital Trust or a
trustee of such trust in connection with the issuance of Trust Securities by ML
Capital Trust, for so long as such Trust Securities remain outstanding, the
Company (i) will maintain 100% direct or indirect ownership of the Common
Securities of ML Capital Trust; provided, however, that any successor of the
Company, permitted pursuant to Article X, may succeed to the Company's
ownership of such Common Securities, (ii) will use its reasonable efforts to
cause ML Capital Trust (a) to remain a business trust, except in connection
with a distribution of Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities of ML
Capital Trust or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of ML Capital Trust, and (b) to otherwise continue
to be treated as a grantor trust and not an association taxable as a
corporation for United States federal income tax purposes and (iii) use its
reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Securities.





                                       22
<PAGE>   33
                 SECTION 3.09.    Payment of Expenses.

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

                 (a)      pay all costs and expenses relating to the offering,
sale and issuance of the Securities, including commissions to the initial
purchasers payable pursuant to the Purchase Agreement, fees and expenses in
connection with any exchange offer, filing of a shelf registration statement or
other action to be taken pursuant to the Registration Rights Agreement and
compensation of the Trustee in accordance with the provisions of Section 6.06;

                 (b)      pay all costs and expenses of the Trust (including,
but not limited to, costs and expenses relating to the organization of ML
Capital Trust, the offering, sale and issuance of the Trust Securities
(including commissions to the initial purchasers in connection therewith), the
fees and expenses of the Property Trustee and the Delaware Trustee, the costs
and expenses relating to the operation of ML Capital Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of assets of ML Capital Trust;

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

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

                 (e)      pay all other fees, expenses, debts and obligations
(other than in respect of principal, interest and premium, if any, on the Trust
Securities) related to ML Capital Trust.

                 SECTION 3.10.    Payment Upon Resignation or Removal.

                 Upon termination of this Indenture or the removal or
resignation of the Trustee, unless otherwise stated, the Company shall pay to
the Trustee all amounts accrued and owing to the date of such termination,
removal or resignation.  Upon termination of the Declaration or the removal or
resignation of the Delaware Trustee or the Property Trustee, as the case may
be, pursuant to Section 5.7 of the Declaration, the Company shall pay to the
Delaware Trustee or the Property Trustee, as the case may be, all amounts
accrued and owing to the date of such termination, removal or resignation.





                                       23
<PAGE>   34

                                   ARTICLE IV

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE

                 SECTION 4.01.    Securityholders' Lists.

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

                 (a)      on a semi-annual basis on each regular record date
                          for the Securities, a list, in such form as the
                          Trustee may reasonably require, of the names and
                          addresses of the Securityholders as of such record
                          date; and

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

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

                 SECTION 4.02.    Preservation and Disclosure of Lists.

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

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





                                       24
<PAGE>   35
                 (1)      afford such applicants access to the information
                          preserved at the time by the Trustee in accordance
                          with the provisions of subsection (a) of this Section
                          4.02, or

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

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

                 (c)      Each and every holder of Securities, by receiving and
                          holding the same, agrees with the Company and the
                          Trustee that neither the Company nor the Trustee nor
                          any paying agent shall be held accountable by reason
                          of the disclosure of any such information as to the
                          names and addresses of the holders of Securities in
                          accordance with the provisions of subsection (b) of
                          this Section 4.02, regardless of the





                                       25
<PAGE>   36
                          source from which such information was derived, and
                          that the Trustee shall not be held accountable by
                          reason of mailing any material pursuant to a request
                          made under said subsection (b).

                 SECTION 4.03.    Reports by Company.

                 (a)      The Company covenants and agrees to file with the
                          Trustee, within 15 days after the date on which the
                          Company is required to file the same with the
                          Commission, copies of the annual reports and of the
                          information, documents and other reports (or copies
                          of such portions of any of the foregoing as said
                          Commission may from time to time by rules and
                          regulations prescribe) which the Company may be
                          required to file with the Commission pursuant to
                          Section 13 or Section 15(d) of the Exchange Act; or,
                          if the Company is not required to file information,
                          documents or reports pursuant to either of such
                          sections, then to file with the Trustee and the
                          Commission, in accordance with rules and regulations
                          prescribed from time to time by the Commission, such
                          of the supplementary and periodic information,
                          documents and reports which may be required pursuant
                          to Section 13 of the Exchange Act in respect of a
                          security listed and registered on a national
                          securities exchange as may be prescribed from time to
                          time in such rules and regulations.

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

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

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





                                       26
<PAGE>   37
                          which the Trustee is entitled to rely exclusively on
                          Officers' Certificates).

                 (e)      So long as is required for an offer or sale of the
                          Securities to qualify for an exemption under Rule
                          144A under the Securities Act, the Company shall,
                          upon request, provide the information required by
                          clause (d)(4) thereunder to each Securityholder and
                          to each beneficial owner and prospective purchaser of
                          Securities identified by each Securityholder of
                          Restricted Securities, unless such information is
                          furnished to the Commission pursuant to Section 13 or
                          15(d) of the Exchange Act.

                 SECTION 4.04.    Reports by the Trustee.

                 (a)      The Trustee shall transmit to Securityholders such
                          reports concerning the Trustee and its actions under
                          this Indenture as may be required pursuant to the
                          Trust Indenture Act at the times and in the manner
                          provided pursuant thereto.  If required by Section
                          313(a) of the Trust Indenture Act, the Trustee shall,
                          within sixty days after each May 15 following the
                          date of this Indenture, commencing May 15, 1997,
                          deliver to Securityholders a brief report, dated as
                          of such May 15, which complies with the provisions of
                          such Section 313(a).

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


                                   ARTICLE V

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

                 SECTION 5.01.    Events of Default.

                 One or more of the following events of default shall
constitute an Event of Default hereunder:

                 (a)      default in the payment of any interest (including
                          Compounded Interest or Additional Sums, if any) or
                          Liquidated Damages, if any, upon any Security or any
                          Other Debentures when it becomes due and payable, and
                          continuance of such default for a period of 30 days;
                          provided,





                                       27
<PAGE>   38
                          however, that a valid extension of an interest
                          payment period by the Company in accordance with the
                          terms hereof shall not constitute a default in the
                          payment of interest for this purpose; or

                 (b)      default in the payment of all or any part of the
                          principal of (or premium, if any, on) any Security or
                          any Other Debentures as and when the same shall
                          become due and payable either at maturity, upon
                          redemption, by declaration of acceleration of
                          maturity or otherwise; or

                 (c)      default in the performance, or breach, of any
                          covenant or warranty of the Company in this Indenture
                          (other than a covenant or warranty a default in whose
                          performance or whose breach is elsewhere in this
                          Section specifically dealt with), and continuance of
                          such default or breach for a period of 90 days after
                          there has been given, by registered or certified
                          mail, to the Company by the Trustee or to the Company
                          and the Trustee by the holders of at least 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;
                          or

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

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

                 If an Event of Default with respect to Securities at the time
outstanding occurs and is continuing, then in every such case the Trustee or
the holders of not less than 25% in aggregate principal amount of the
Securities then outstanding may declare the principal amount of all Securities
to be due and payable immediately, by a notice in writing to the





                                       28
<PAGE>   39
Company (and to the Trustee if given by the holders of the outstanding
Securities), and upon any such declaration the same shall become immediately
due and payable.

                 The foregoing provisions, however, are subject to the
condition that if, at any time after the principal of the Securities shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, (i) the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay (A) all matured installments of interest (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if
any, upon all the Securities and the principal of and premium, if any, on any
and all Securities which shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest specified in
the Securities to the date of such payment or deposit) and (B) such amount as
shall be sufficient to cover compensation due to the Trustee and each
predecessor Trustee, their respective agents, attorneys and counsel, pursuant
to Section 6.06, and (ii) any and all Events of Default under the Indenture,
other than the non-payment of the principal of the Securities which shall have
become due solely by such declaration of acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then, in every such case, the
holders of a majority in aggregate principal amount of the Securities then
outstanding, by written notice to the Company and to the Trustee, may rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

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

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

                 The Company covenants that (a) in case default shall be made
in the payment of any installment of interest (including Compounded Interest
and Additional Sums, if any) and Liquidated Damages, if any, upon any of the
Securities as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) in case default shall be
made in the payment of the principal of or premium, if any, on any of the
Securities as and when the same shall have become due and payable, whether at
maturity of the Securities or upon redemption or by declaration or otherwise,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities, the whole amount that then shall have
become due and payable on all such Securities for principal and premium, if
any, or interest (including Compounded





                                       29
<PAGE>   40
Interest and Additional Sums, if any) and Liquidated Damages, if any, or both,
as the case may be, with interest upon the overdue principal and premium, if
any, and (to the extent that payment of such interest is enforceable under
applicable law and, if the Securities are held by ML Capital Trust or a trustee
of such trust, without duplication of any other amounts paid by ML Capital
Trust or a trustee in respect thereof) upon the overdue installments of
interest (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, at the rate borne by the Securities; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including a reasonable compensation to the Trustee,
its agents, attorneys and counsel, and any other amount due to the Trustee
pursuant to Section 6.06.

                 In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on the Securities and collect in the manner provided by law out of the
property of the Company or any other obligor on the Securities wherever
situated the moneys adjudged or decreed to be payable.

                 In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Securities
under Title 11, United States Code, or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Securities, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 5.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Securities
and, in case of any judicial proceedings, to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for amounts due to the Trustee
pursuant to 6.06) and of the Securityholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Securities, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and to collect and receive any moneys or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of its
charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make such
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of





                                       30
<PAGE>   41
such payments directly to the Securityholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and counsel,
and all other amounts due to the Trustee pursuant to Section 6.06.

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

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

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

                 SECTION 5.03.    Application of Moneys Collected by Trustee.

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

                 First:  To the payment of costs and expenses of collection
applicable to the Securities and all other amounts due to the Trustee under
Section 6.06;

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

                 Third:  In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of the amounts then due and unpaid upon Securities for
principal of (and premium, if any) and interest (including Compounded Interest
and Additional Sums, if any) and Liquidated Damages, if any, on the Securities,
in respect of which or for the benefit of which money has been collected,
ratably, without preference of priority of any kind, according to the amounts
due on such Securities for principal (and premium, if any) and interest,
respectively; and





                                       31
<PAGE>   42
                 Fourth:  To the Company.

                 SECTION 5.04.    Proceedings by Securityholders.

                 No holder of any Security shall have any right by virtue of or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities specifying such Event of Default, as hereinbefore
provided, and unless also the holders of not less than 25% in aggregate
principal amount of the Securities then outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding, it being understood
and intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one or more
holders of Securities shall have any right in any manner whatever by virtue of
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Securities.

                 Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Security to receive payment of the
principal of (premium, if any) and interest (including Compounded Interest and
Additional Sums, if any) and Liquidated Damages, if any, on such Security, on
or after the same shall have become due and payable, or to institute suit for
the enforcement of any such payment, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is
expressly understood, intended and covenanted by the taker and holder of every
Security with every other such taker and holder and the Trustee, that no one or
more holders of Securities shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other Securities, or to obtain or
seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of Securities.
For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                 The Company and the Trustee acknowledge that pursuant to the
Declaration, the holders of Capital Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action with respect to any Event of Default under this Indenture and the
Securities.





                                       32
<PAGE>   43
                 SECTION 5.05.    Proceedings by Trustee.

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

                 SECTION 5.06.    Remedies Cumulative and Continuing.

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

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

                 The holders of a majority in aggregate principal amount of the
Securities at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that (subject to the provisions of Section 6.01) the Trustee shall
have the right to decline to follow any such direction if the Trustee shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee being advised by
counsel determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability.  Prior to any declaration
accelerating the maturity of the Securities, the holders of a majority in
aggregate principal amount of the Securities at the time outstanding may on
behalf of the holders of all of the Securities waive any past default or Event
of Default and its consequences except a default (a) in the payment of
principal of or premium, if any, or interest (including Compounded





                                       33
<PAGE>   44
Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of
the Securities or (b) in respect of covenants or provisions hereof which cannot
be modified or amended without the consent of the holder of each Security
affected; provided, however, that if the Securities are held by the Property
Trustee, such waiver or modification to such waiver shall not be effective
until the holders of a majority in aggregate liquidation amount of Trust
Securities shall have consented to such waiver or modification to such waiver;
provided further, that if the consent of the holder of each outstanding
Security is required, such waiver shall not be effective until each holder of
the Trust Securities shall have consented to such waiver.  Upon any such
waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by this Section 5.07,
said default or Event of Default shall for all purposes of the Securities and
this Indenture be deemed to have been cured and to be not continuing.

                 SECTION 5.08.    Notice of Defaults.

                 The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities known to a Responsible Officer of the
Trustee, mail to all Securityholders, as the names and addresses of such
holders appear upon the Security Register, notice of all defaults known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of this Section 5.08 being hereby
defined to be the events specified in clauses (a), (b), (c), (d) and (e) of
Section 5.01, not including periods of grace, if any, provided for therein, and
irrespective of the giving of written notice specified in clause (c) of Section
5.01); and provided that, except in the case of default in the payment of the
principal of or premium, if any, or interest (including Compounded Interest or
Additional Sums, if any) or Liquidated Damages, if any, on any of the
Securities, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders; and provided further, that in the case of any default of the
character specified in Section 5.01(c) no such notice to Securityholders shall
be given until at least 60 days after the occurrence thereof but shall be given
within 90 days after such occurrence.

                 SECTION 5.09.    Undertaking to Pay Costs.

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





                                       34
<PAGE>   45
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.09 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder,
or group of Securityholders, holding in the aggregate more than 10% in
aggregate principal amount of the Securities outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest (including Compounded Interest
and Additional Sums, if any) or Liquidated Damages, if any, on any Security
against the Company on or after the same shall have become due and payable.


                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

                 SECTION 6.01.    Duties and Responsibilities of Trustee.

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

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

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

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

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





                                       35
<PAGE>   46
                                  certificates or opinions furnished to the
                                  Trustee and conforming to the requirements of
                                  this Indenture; but, in the case of any such
                                  certificates or opinions which by any
                                  provision hereof are specifically required to
                                  be furnished to the Trustee, the Trustee
                                  shall be under a duty to examine the same to
                                  determine whether or not they conform to the
                                  requirements of this Indenture;

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

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

                 None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing
that the repayment of such funds or liability is not reasonably assured to it
under the terms of this Indenture or adequate indemnity against such risk is
not reasonably assured to it.

                 SECTION 6.02.    Reliance on Documents, Opinions, etc.

                 Except as otherwise provided in Section 6.01:

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

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





                                       36
<PAGE>   47
                 (c)      the Trustee may consult with counsel of its selection
                          and any advice or Opinion of Counsel shall be full
                          and complete authorization and protection in respect
                          of any action taken or suffered omitted by it
                          hereunder in good faith and in accordance with such
                          advice or Opinion of Counsel;

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

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

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

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





                                       37
<PAGE>   48
                 (h)      the Trustee shall not be charged with knowledge of
                          any Default or Event of Default with respect to the
                          Securities unless (1) such default is a default under
                          Sections 5.01(a) (other than a default with respect
                          to the payment of Compunded Interest, Liquidated
                          Damages or Additional Sums) and 5.01(b) of the
                          Indenture, (2) a Responsible Officer shall have
                          actual knowledge of such Default or Event of Default
                          or (3) written notice of such Default or Event of
                          Default shall have been given to the Trustee by the
                          Company or any other obligor on the Securities or by
                          any holder of the Securities; and

                 (i)      the Trustee shall not be liable for any action taken,
                          suffered or omitted by it in good faith, without
                          negligence or willful misconduct and believed by it
                          to be authorized or within the discretion or rights
                          or powers conferred upon it by this Indenture.

                 SECTION 6.03.    No Responsibility for Recitals, etc.

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

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

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

                 SECTION 6.05.    Moneys to be Held in Trust.

                 Subject to the provisions of Section 11.04, all moneys
received by the Trustee or any paying agent shall, until used or applied as
herein provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent required by
law.  The Trustee and any paying agent shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing
with the Company.  So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written





                                       38
<PAGE>   49
order of the Company, signed by the Chairman of the Board of Directors, the
President, a Vice President, the Treasurer or an Assistant Treasurer of the
Company.

                 SECTION 6.06.    Compensation and Expenses of Trustee.

                 The Company, as issuer of Securities under this Indenture,
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to in writing
between the Company and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith.  The
Company also covenants to indemnify each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim of liability in
the premises.  The obligations of the Company under this Section 6.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder.  Such additional indebtedness shall be secured by a lien prior to
that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Securities.

                 When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d) or Section
5.01(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

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

                 SECTION 6.07.    Officers' Certificate as Evidence.

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





                                       39
<PAGE>   50
the Trustee, and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken or omitted by it under the provisions of this Indenture upon the faith
thereof.

                 SECTION 6.08.    Conflicting Interest of Trustee.

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

                 SECTION 6.09.    Eligibility of Trustee.

                 The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person permitted to act as trustee by the Commission authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000) and subject to
supervision or examination by federal, state, territorial, or District of
Columbia authority.  If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 6.09
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.

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

                 In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

                 SECTION 6.10.    Resignation or Removal of Trustee.

                 (a)      The Trustee, or any trustee or trustees hereafter
                          appointed, may at any time resign by giving written
                          notice of such resignation to the Company and by
                          mailing notice thereof to the holders of the
                          Securities at their addresses as they shall appear on
                          the Security register.  Upon receiving such notice of
                          resignation, the Company shall promptly appoint a
                          successor trustee or trustees by written instrument,
                          in duplicate, one copy of which instrument shall be
                          delivered to the resigning Trustee and one copy to
                          the successor trustee.  If no successor trustee shall
                          have been so appointed and have accepted appointment
                          within 60 days after the mailing of such notice of
                          resignation to the affected Securityholders, the
                          resigning Trustee may petition any court of compe-





                                       40
<PAGE>   51
                          tent jurisdiction for the appointment of a successor
                          trustee, or any Securityholder who has been a bona
                          fide holder of a Security for at least six months
                          may, subject to the provisions of Section 5.09, on
                          behalf of himself and all others similarly situated,
                          petition any such court for the appointment of a
                          successor trustee.  Such court may thereupon, after
                          such notice, if any, as it may deem proper and
                          prescribe, appoint a successor trustee.

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

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

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

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

                          then, in any such case, the Company may remove the
                          Trustee and appoint a successor trustee by written
                          instrument, in duplicate, one copy of which
                          instrument shall be delivered to the Trustee so
                          removed and one copy to the successor trustee, or,
                          subject to the provisions of Section 5.09, any
                          Securityholder who has been a bona fide holder of a
                          Security for at least six months may, on behalf of
                          himself and all others similarly situated, petition
                          any court of competent jurisdiction for the removal
                          of the Trustee and the appointment of a successor
                          trustee.  Such court may thereupon, after such
                          notice, if any, as it may deem proper and prescribe,
                          remove the Trustee and appoint a successor trustee.

                 (c)      The holders of a majority in aggregate principal
                          amount of the Securities at the time outstanding may
                          at any time remove the Trustee and nominate a
                          successor trustee, which shall be deemed appointed as
                          successor trustee unless within 10 days after such
                          nomination the Company objects thereto or if no
                          successor trustee shall have been so





                                       41
<PAGE>   52
                          appointed and shall have accepted appointment within
                          30 days after such removal, in which case the Trustee
                          so removed or any Securityholder, upon the terms and
                          conditions and otherwise as in subsection (a) of this
                          Section 6.10 provided, may petition any court of
                          competent jurisdiction for an appointment of a
                          successor trustee.

                 (d)      Any resignation or removal of the Trustee and
                          appointment of a successor trustee pursuant to any of
                          the provisions of this Section 6.10 shall become
                          effective upon acceptance of appointment by the
                          successor trustee as provided in Section 6.11.

                 SECTION 6.11.    Acceptance by Successor Trustee.

                 Any successor trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor
trustee, the trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 6.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers of
the trustee so ceasing to act and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring trustee
thereunder.  Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers.  Any
trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 6.06.

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

                 Upon acceptance of appointment by a successor trustee as
provided in this Section 6.11, the Company shall mail notice of the succession
of such trustee hereunder to the holders of Securities at their addresses as
they shall appear on the Security register.  If the Company fails to mail such
notice within 10 days after the acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Company.





                                       42
<PAGE>   53
                 SECTION 6.12.    Succession by Merger, etc.

                 Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

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

                 SECTION 6.13.    Limitation on Rights of Trustee as a
                                  Creditor.

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

                 SECTION 6.14.    Authenticating Agents.

                 There may be one or more Authenticating Agents appointed by
the Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Securities
issued upon exchange or transfer thereof as fully to all intents and purposes
as though any such Authenticating Agent had been expressly authorized to
authenticate and deliver Securities; provided, that the Trustee shall have no
liability to the Company for any acts or omissions of the Authenticating Agent
with respect to the authentication and delivery of Securities.  Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by federal, state,
territorial or District of Columbia authority.  If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section 6.14 the combined capital
and surplus of such corporation shall be deemed to be its com-





                                       43
<PAGE>   54
bined capital and surplus as set forth in its most recent report of condition
so published.  If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect herein specified in this Section.

                 Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate trust business of any Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.14 without the execution or filing of any paper
or any further act on the part of the parties hereto or such Authenticating
Agent.

                 Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company.  The Trustee
may at any time terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time any Authenticating Agent shall cease to be eligible under this
Section 6.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent eligible under this Section
6.14, shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all Securityholders as the names and
addresses of such holders appear on the Security Register.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein.

                 The Company, as borrower, agrees to pay to any Authenticating
Agent from time to time reasonable compensation for its services.  Any
Authenticating Agent shall have no responsibility or liability for any action
taken by it as such in accordance with the directions of the Trustee.


                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

                 SECTION 7.01.    Action by Securityholders.

                 Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Securities may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action) the fact that at
the time of taking any such action the holders of such specified percentage
have joined therein may be evidenced (a) by any instrument





                                       44
<PAGE>   55
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article VIII, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

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

                 SECTION 7.02.    Proof of Execution by Securityholders.

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

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

                 SECTION 7.03.    Who Are Deemed Absolute Owners.

                 Prior to due presentment for registration of transfer of any
Security, the Company, the Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any Security registrar may deem the person in whose name
such Security shall be registered upon the Security Register to be, and may
treat him as, the absolute owner of such Security (whether or not such Security
shall be overdue) for the purpose of receiving payment of or on account of the
principal of and premium, if any, and (subject to Section 2.06) interest on
such Security and for all other purposes; and neither the Company nor the
Trustee nor any





                                       45
<PAGE>   56
Authenticating Agent nor any paying agent nor any transfer agent nor any
Security registrar shall be affected by any notice to the contrary.  All such
payments so made to any holder for the time being or upon his order shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

                 SECTION 7.04.    Securities Owned by Company Deemed Not
                                  Outstanding.

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

                 SECTION 7.05.    Revocation of Consents; Future Holders Bound.

                 At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action, any holder of a
Security (or any Security issued in whole or in part in exchange or
substitution therefor), subject to Section 7.01, the serial number of which is
shown by the evidence to be included in the Securities the holders of which
have consented to such action may, by filing written notice with the Trustee at
its principal office and upon proof of holding as provided in Section 7.02,
revoke such action so far as concerns such Security (or so far as concerns the
principal amount represented by any exchanged or substituted Security).  Except
as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.





                                       46
<PAGE>   57
                                  ARTICLE VIII

                           SECURITYHOLDERS' MEETINGS

                 SECTION 8.01.    Purposes of Meetings.

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

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

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

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

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

                 SECTION 8.02.    Call of Meetings by Trustee.

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

                 SECTION 8.03.    Call of Meetings by Company or
                                  Securityholders.

                 In case at any time the Company pursuant to a resolution of
the Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Securities then outstanding, shall have requested the Trustee to
call a meeting of Securityholders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Securityholders may determine
the





                                       47
<PAGE>   58
time and the place in said Borough of Manhattan for such meeting and may call
such meeting to take any action authorized in Section 8.01, by mailing notice
thereof as provided in Section 8.02.

                 SECTION 8.04.    Qualifications for Voting.

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

                 SECTION 8.05.    Regulations.

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

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

                 Subject to the provisions of Section 8.04, at any meeting each
holder of Securities or proxy therefor shall be entitled to one vote for each
$1,000 principal amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding.  The chairman of the meeting shall have no right to vote
other than by virtue of Securities held by him or instruments in writing as
aforesaid duly designating him as the person to vote on behalf of other
Securityholders.  Any meeting of Securityholders duly called pursuant to the
provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, and the meeting may be held as so adjourned without
further notice.





                                       48
<PAGE>   59
                 SECTION 8.06.    Voting.

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

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


                                   ARTICLE IX

                                   AMENDMENTS

                 SECTION 9.01.    Without Consent of Securityholders.

                 The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time amend the Indenture, without the
consent of the Securityholders, for one or more of the following purposes:

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

                 (b)      to add to the covenants of the Company such further
                          covenants, restrictions or conditions for the
                          protection of the Securityholders as the Board of
                          Directors and the Trustee shall consider to be for
                          the protection of the Securityholders, and to make
                          the occurrence, or the





                                       49
<PAGE>   60
                          occurrence and continuance, of a default in any of
                          such additional covenants, restrictions or conditions
                          a default or an Event of Default permitting the
                          enforcement of all or any of the remedies provided in
                          this Indenture as herein set forth; provided,
                          however, that in respect of any such additional
                          covenant, restriction or condition such amendment may
                          provide for a particular period of grace after
                          default (which period may be shorter or longer than
                          that allowed in the case of other defaults) or may
                          provide for an immediate enforcement upon such
                          default or may limit the remedies available to the
                          Trustee upon such default;

                 (c)      to provide for the issuance under this Indenture of
                          Securities in coupon form (including Securities
                          registrable as to principal only) and to provide for
                          exchangeability of such Securities with the
                          Securities issued hereunder in fully registered form
                          and to make all appropriate changes for such purpose;

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

                 (e)      to evidence and provide for the acceptance of
                          appointment hereunder by a successor trustee with
                          respect to the Securities;

                 (f)      to make provision for transfer procedures,
                          certification, book-entry provisions, the form of
                          restricted securities legends, if any, to be placed
                          on Securities, and all other matters required
                          pursuant to Section 2.07 or otherwise necessary,
                          desirable or appropriate in connection with the
                          issuance of Securities to holders of Capital
                          Securities in the event of a distribution of
                          Securities by ML Capital Trust following a
                          Dissolution Event;

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

                 (h)      to enable the Company and the Trust to conduct an
                          Exchange Offer as contemplated by the Registration
                          Rights Agreement, provided that any such action shall
                          not materially adversely affect the interests of the
                          holders of the Securities; or





                                       50
<PAGE>   61
                 (i)      to make any change that does not adversely affect the
                          rights of any Securityholder in any material respect.

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

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

                 SECTION 9.02.    With Consent of Securityholders.

                 With the consent (evidenced as provided in Section 7.01) of
the holders of a majority in aggregate principal amount of the Securities at
the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time amend the Indenture 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 the Securities; provided, however, that no such
amendment shall without the consent of the holders of each Security then
outstanding and affected thereby (i) change the Maturity Date of any Security,
or reduce the rate or extend the time of payment of interest thereon (except as
contemplated by Article XVI), or reduce the principal amount thereof, or reduce
any amount payable on redemption thereof, or make the principal thereof or any
interest or premium thereon payable in any coin or currency other than that
provided in the Securities, or impair or affect the right of any Securityholder
to institute suit for payment thereof, or (ii) reduce the aforesaid percentage
of Securities the holders of which are required to consent to any such
amendment to the Indenture, provided, however, that if the Securities are held
by ML Capital Trust, such amendment shall not be effective until the holders of
a majority in liquidation amount of Trust Securities shall have consented to
such amendment; provided, further, that if the consent of the holder of each
outstanding Security is required, such amendment shall not be effective until
each holder of the Trust Securities shall have consented to such amendment.

                 Upon the request of the Company accompanied by a copy of a
resolution of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture affecting
such amendment, and upon the filing with the Trustee of evidence of the consent
of Securityholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or





                                       51
<PAGE>   62
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

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

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

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

                 SECTION 9.04.    Notation on Securities.

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





                                       52
<PAGE>   63
                 SECTION 9.05.    Evidence of Compliance of Supplemental
                                  Indenture to be Furnished Trustee.

                 The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive, in addition to the document required by Section 13.06, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article IX.


                                   ARTICLE X

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                 SECTION 10.01.   Company May Consolidate, etc., on Certain
                                  Terms.

                 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or
into any other Person (whether or not affiliated with the Company, as the case
may be), or successive consolidations or mergers in which the Company or its
successor or successors, as the case may be, shall be a party or parties, or
shall prevent any sale, conveyance, transfer or lease of the property of the
Company, or its successor or successors as the case may be, as an entirety, or
substantially as an entirety, to any other Person (whether or not affiliated
with the Company, or its successor or successors, as the case may be)
authorized to acquire and operate the same; provided, that (a) the Company is
the surviving Person, or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
conveyance, transfer or lease of property is made is a Person organized and
existing under the laws of the United States or any State thereof or the
District of Columbia, and (b) upon any such consolidation, merger, sale,
conveyance, transfer or lease, the due and punctual payment of the principal of
(and premium, if any) and interest on the Securities according to their tenor
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture to be kept or performed by the Company shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the Person formed by
such consolidation, or into which the Company shall have been merged, or by the
Person which shall have acquired such property, as the case may be, (c) after
giving effect to such consolidation, merger, sale, conveyance, transfer or
lease, no Default or Event of Default shall have occurred and be continuing and
(d) such consolidation, merger, sale, conveyance, transfer or lease does not
cause the Securities to be downgraded by a nationally recognized statistical
rating organization.

                 SECTION 10.02.   Successor Corporation to be Substituted for
                                  Company.

                 In case of any such consolidation, merger, conveyance or
transfer and upon the assumption by the successor corporation, by supplemental
indenture, executed and





                                       53
<PAGE>   64
delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Securities and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed or
observed by the Company, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder or upon the
Securities.  Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of ML Bancorp, Inc., any or all of
the Securities issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee or the Authenticating Agent; and,
upon the order of such successor Person instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee or the Authenticating Agent shall authenticate and deliver any
Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor Person thereafter shall
cause to be signed and delivered to the Trustee or the Authenticating Agent for
that purpose.  All the 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 as though all
of such Indentures had been issued at the date of the execution hereof.

                 SECTION 10.03.   Opinion of Counsel to be Given Trustee.

                 The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale, conveyance, transfer or lease, and any assumption,
permitted or required by the terms of this Article X complies with the
provisions of this Article X.


                                   ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE

                 SECTION 11.01.   Discharge of Indenture.

                 When (a) the Company shall deliver to the Trustee for
cancellation all Securities theretofore authenticated (other than any
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced as provided in Section 2.08) and not theretofore cancelled, or
(b) all the Securities not theretofore cancelled or delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and the Company shall deposit with the Trustee, in
trust, funds sufficient to pay on the Maturity Date or upon redemption all of
the Securities (other than any Securities which shall have





                                       54
<PAGE>   65
been destroyed, lost or stolen and which shall have been replaced as provided
in Section 2.08) not theretofore cancelled or delivered to the Trustee for
cancellation, including principal and premium, if any, and interest (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if
any, due or to become due to the Maturity Date or redemption date, as the case
may be, but excluding, however, the amount of any moneys for the payment of
principal of or premium, if any, or interest (including Compounded Interest and
Additional Sums, if any) or Liquidated Damages, if any, on the Securities (1)
theretofore repaid to the Company in accordance with the provisions of Section
11.04, or (2) paid to any State or to the District of Columbia pursuant to its
unclaimed property or similar laws, and if in either case the Company shall
also pay or cause to be paid all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect except for the
provisions of Sections 2.02, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04
hereof, which shall survive until such Securities shall mature and be paid.
Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on
demand of the Company accompanied by any Officers' Certificate and an Opinion
of Counsel and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture, the
Company, however, hereby agreeing to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities.

                 SECTION 11.02.   Deposited Moneys and U.S. Government
                                  Obligations to be Held in Trust by Trustee.

                 Subject to the provisions of Section 11.04, all moneys and
U.S. Government Obligations deposited with the Trustee pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its
own paying agent), to the holders of the particular Securities for the payment
of which such moneys or U.S. Government Obligations have been deposited with
the Trustee, of all sums due and to become due thereon for principal, premium,
if any, and interest.

                 The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 11.05 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of outstanding Securities.

                 SECTION 11.03.   Paying Agent to Repay Moneys Held.

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





                                       55
<PAGE>   66
                 SECTION 11.04.   Return of Unclaimed Moneys.

                 Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of or premium, if any, or interest on
Securities and not applied but remaining unclaimed by the holders of Securities
for two years after the date upon which the principal of or premium, if any, or
interest (including Compounded Interest and Additional Sums, if any) or
Liquidated Damages, if any, on such Securities, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee or such
paying agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect and all liability of the Trustee or such paying agent with
respect to such moneys shall thereupon cease.

                 SECTION 11.05.   Defeasance Upon Deposit of Moneys or U.S.
                                  Government Obligations.

                 The Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to the Securities on the 91st
day after the applicable conditions set forth below have been satisfied:

                 (1)      the Company shall have deposited or caused to be
                          deposited irrevocably with the Trustee or the
                          Defeasance Agent (as defined below) as trust funds in
                          trust, specifically pledged as security for, and
                          dedicated solely to, the benefit of the holders of
                          the Securities (i) money in an amount, or (ii) U.S.
                          Government Obligations which through the payment of
                          interest and principal in respect thereof in
                          accordance with their terms will provide, not later
                          than one day before the due date of any payment,
                          money in an amount, or (iii) a combination of (i) and
                          (ii), sufficient, in the opinion (with respect to
                          (ii) and (iii)) of a nationally recognized firm of
                          independent public accountants expressed in a written
                          certification thereof delivered to the Trustee and
                          the Defeasance Agent, if any, to pay and discharge
                          each installment of principal of and interest and
                          premium, if any, on the outstanding Securities on the
                          dates such installments of principal, interest or
                          premium are due;

                 (2)      if the Securities are then listed on any national
                          securities exchange, the Company shall have delivered
                          to the Trustee and the Defeasance Agent, if any, an
                          Opinion of Counsel to the effect that the exercise of
                          the option under this Section 11.05 would not cause
                          such Securities to be delisted from such exchange;

                 (3)      no Default or Event of Default with respect to the
                          Securities shall have occurred and be continuing on
                          the date of such deposit; and





                                       56
<PAGE>   67
                 (4)      the Company shall have delivered to the Trustee and
                          the Defeasance Agent, if any, an Opinion of Counsel
                          to the effect that holders of the Securities will not
                          recognize income, gain or loss for United States
                          federal income tax purposes as a result of the
                          exercise of the option under this Section 11.05 and
                          will be subject to United States federal income tax
                          on the same amount and in the same manner and at the
                          same times as would have been the case if such option
                          had not been exercised, and such opinion shall be
                          based on a statute so providing or be accompanied by
                          a private letter ruling to that effect received from
                          the United States Internal Revenue Service or a
                          revenue ruling pertaining to a comparable form of
                          transaction to that effect published by the United
                          States Internal Revenue Service.

                 "Discharged" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Securities and to have satisfied all the obligations under this
Indenture relating to the Securities (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except (A)
the rights of holders of Securities to receive, from the trust fund described
in clause (1) above, payment of the principal of and the interest and premium,
if any, on the Securities when such payments are due; (B) the Company's
obligations with respect to the Securities under Sections 2.07, 2.08, 5.02 and
11.04; and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

                 "Defeasance Agent" means another financial institution which
is eligible to act as Trustee hereunder and which assumes all of the
obligations of the Trustee necessary to enable the Trustee to act hereunder.
In the event such a Defeasance Agent is appointed pursuant to this Section, the
following conditions shall apply:

                 (1)      The Trustee shall have approval rights over the
                          document appointing such Defeasance Agent and the
                          document setting forth such Defeasance Agent's rights
                          and responsibilities;

                 (2)      The Defeasance Agent shall provide verification to
                          the Trustee acknowledging receipt of sufficient money
                          and/or U. S. Government Obligations to meet the
                          applicable conditions set forth in this Section
                          11.05.





                                       57
<PAGE>   68
                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

                 SECTION 12.01.   Indenture and Securities Solely Corporate
                                  Obligations.

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


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS


                 SECTION 13.01.   Successors.

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

                 SECTION 13.02.   Official Acts by Successor Corporation.

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

                 SECTION 13.03.   Surrender of Company Powers.

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





                                       58
<PAGE>   69
                 SECTION 13.04.   Addresses for Notices, etc.

                 Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Securities on the Company may be given or served by being deposited postage
prepaid by first class mail, registered or certified mail, overnight courier
service or conformed telecopy addressed (until another address is filed by the
Company with the Trustee for the purpose) to the Company at Two Aldwyn Center,
Lancaster Avenue and Route 320, Villanova, Pennsylvania 19085, Attention:
Brian M. Hartline, Senior Vice President, Chief Financial Officer, Secretary
and Treasurer.  Any notice, direction, request or demand by any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the office of the Trustee, 101
Barclay Street, 21st Floor West, New York, New York 10286, Attention:
Corporate Trust, Trustee Administration (unless another address is provided by
the Trustee to the Company for such purpose).  Any notice or communication to a
Securityholder shall be mailed by first class mail to his or her address shown
on the register kept by the Security Registrar.  Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

                 SECTION 13.05.   Governing Law.

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

                 SECTION 13.06.   Evidence of Compliance with Conditions
                                  Precedent.

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

                 Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture (except certificates delivered pursuant
to Section 3.05) shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to





                                       59
<PAGE>   70
whether or not, in the opinion of such person, such condition or covenant has
been complied with.

                 SECTION 13.07.   Business Days.

                 In any case where the date of payment of principal of or
premium, if any, or interest on the Securities will not be a Business Day, the
payment of such principal of or premium, if any, or interest on the Securities
need not be made on such date but may be made on the next succeeding Business
Day, with the same force and effect as if made on the date of payment and no
interest shall accrue for the period from and after such date, except that if
such next succeeding Business Day falls in the next succeeding calendar year,
then such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.

                 SECTION 13.08.   Trust Indenture Act to Control.

                 If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such imposed duties shall
control.

                 SECTION 13.09.   Table of Contents, Headings, etc.

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

                 SECTION 13.10.   Execution in Counterparts.

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

                 SECTION 13.11.   Separability.

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





                                       60
<PAGE>   71
                 SECTION 13.12.   Assignment.

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

                 SECTION 13.13.   Acknowledgement of Rights.

                 The Company acknowledges that, with respect to any Securities
held by ML Capital Trust or a trustee of such trust, if the Property Trustee of
such Trust fails to enforce its rights under this Indenture as the holder of
the Securities held as the assets of ML Capital Trust any holder of Capital
Securities may institute legal proceedings directly against the Company to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity.  Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Company to pay principal of or premium, if any, or interest on the Securities
when due, the Company acknowledges that a holder of Capital Securities may
directly institute a proceeding for enforcement of payment to such holder of
the principal of or premium, if any, or interest on the Securities having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such holder on or after the respective due date specified in the
Securities.


                                  ARTICLE XIV

                  REDEMPTION OF SECURITIES  --  MANDATORY AND
                             OPTIONAL SINKING FUND

                 SECTION 14.01.   Special Event Redemption.

                 If, prior to the Initial Optional Redemption Date, a Special
Event has occurred and is continuing then, notwithstanding Section 14.02(a) but
subject to Section 14.02(c), the Company shall have the right, at any time
within 90 days following the occurrence of such Special Event and prior to the
Initial Optional Redemption Date, upon (i) not less than 45 days written notice
to the Trustee and (ii) not less than 30 days nor more than 60 days written
notice to the Securityholders, to redeem the Securities, in whole (but not in
part), at the Special Event Redemption Price.  Following a Special Event, the
Company shall take such action as is necessary to promptly determine the
Special Event Redemption Price, including without limitation the appointment by
the Company of a Quotation Agent.  The Special Event Redemption Price shall be
paid prior to 12:00 noon, New York time, on the date of such redemption or such
earlier time as the Company determines, provided that





                                       61
<PAGE>   72
the Company shall deposit with the Trustee an amount sufficient to pay the
Special Event Redemption Price by 10:00 a.m., New York time, on the date such
Special Event Redemption Price is to be paid.  The Company shall provide the
Trustee with written notice of the Special Event Redemption Price promptly
after the calculation thereof, which notice shall include any calculation made
by the Quotation Agent in connection with the determination of the Special
Event Redemption Price.

                 SECTION 14.02.   Optional Redemption by Company.

                 (a)      Subject to the provisions of this Article XIV, the
Company shall have the right to redeem the Securities, in whole or in part,
from time to time, on or after the Initial Optional Redemption Date, at the
redemption prices set forth below (expressed as percentages of principal) plus,
in each case, accrued and unpaid interest thereon (including Compounded
Interest and Additional Sums, if any) and Liquidated Damages, if any, to the
applicable date of redemption (the "Optional Redemption Price") if redeemed
during the 12-month period beginning March 1 of the years indicated below.

<TABLE>
<CAPTION>
                       Year                               Percentage
                       ----                               ----------
                       <S>                                  <C>
                       2007                                 104.937%

                       2008                                 104.443%
                                                      
                       2009                                 103.950%
                                                      
                       2010                                 103.456%

                       2011                                 102.962%
                                                      
                       2012                                 102.469%

                       2013                                 101.975%
                                                      
                       2014                                 101.481%
                                                      
                       2015                                 100.987%

                       2016                                 100.494%
                                                      
                       2017 and thereafter                  100.000%
</TABLE>


                 If the Securities are only partially redeemed pursuant to this
Section 14.02, the Securities to be redeemed shall be selected on a pro rata
basis not more than 60 days prior to the date fixed for redemption from the
outstanding Securities not previously called for redemption, provided, however,
that with respect to Securityholders that would be required to hold Securities
with an aggregate principal amount of less than $100,000 but more than an
aggregate principal amount of zero as a result of such pro rata redemption, the
Company shall redeem Securities of each such Securityholder so that after such
redemption such





                                       62
<PAGE>   73
Securityholder shall hold Securities either with an aggregate principal amount
of at least $100,000 or such Securityholder no longer holds any Securities and
shall use such method (including, without limitation, by lot) as the Company
shall deem fair and appropriate, provided, further, that any such proration may
be made on the basis of the aggregate principal amount of Securities held by
each Securityholder and may be made by making such adjustments as the Company
deems fair and appropriate in order that only Securities in denominations of
$1,000 or integral multiples thereof shall be redeemed.  The Optional
Redemption Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or at such earlier time as the Company determines, provided
that the Company shall deposit with the Trustee an amount sufficient to pay the
Optional Redemption Price by 10:00 a.m., New York time, on the date such
Optional Redemption Price is to be paid.

                 (b)      Notwithstanding the first sentence of Section 14.02,
upon the entry of an order for dissolution of the ML Capital Trust by a court
of competent jurisdiction, the Securities thereafter will be subject to
optional redemption, in whole only, but not in part, on or after March 1, 2007,
at the optional redemption prices set forth in Section 14.02 and otherwise in
accordance with this Article XIV.

                 (c)      Any redemption of Securities pursuant to Section
14.01 or Section 14.02 shall be subject to the receipt by the Company of any
required regulatory approval.

                 SECTION 14.03.   No Sinking Fund.

                 The Securities are not entitled to the benefit of any sinking
fund.

                 SECTION 14.04.   Notice of Redemption; Selection of
                                  Securities.

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

                 Each such notice of redemption shall specify the CUSIP number
of the Securities to be redeemed, the date fixed for redemption, the redemption
price at which the Securities are to be redeemed (or the method by which such
redemption price is to be calculated), the place or places of payment that
payment will be made upon presentation and surrender of the Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, and that on and after said date interest thereon or on





                                       63
<PAGE>   74
the portions thereof to be redeemed will cease to accrue.  If less than all the
Securities are to be redeemed the notice of redemption shall specify the
numbers of the Securities to be redeemed.  In case any Security is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion thereof will be
issued.

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

                 The Company will give the Trustee notice not less than 45 days
prior to the redemption date as to the aggregate principal amount of Securities
to be redeemed and the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities or portions
thereof (in integral multiples of $1,000, except as otherwise set forth in the
applicable form of Security) to be redeemed.

                 SECTION 14.05.   Payment of Securities Called for Redemption.

                 If notice of redemption has been given as provided in Section
14.04, the Securities or portions 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 interest accrued to the date fixed for redemption (subject to the rights
of holders of Securities on the close of business on a regular record date in
respect of an Interest Payment Date occurring on or prior to the redemption
date), and on and after said date (unless the Company shall default in the
payment of such Securities at the Redemption Price, together with interest
accrued to said date) interest (including Compounded Interest and Additional
Sums, if any) and Liquidated Damages, if any, on the Securities or portions of
Securities so called for redemption shall cease to accrue.  On presentation and
surrender of such Securities at a place of payment specified in said notice,
the said Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
interest (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, accrued thereon to the date fixed for redemption
(subject to the rights of holders of Securities on the close of business on a
regular record date in respect of an Interest Payment Date occurring on or
prior to the redemption date).

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





                                       64
<PAGE>   75

                                   ARTICLE XV

                          SUBORDINATION OF SECURITIES

                 SECTION 15.01.   Agreement to Subordinate.

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

                 The payment by the Company of the principal of, premium, if
any, and interest (including Compounded Interest and Additional Sums, if any)
and Liquidated Damages, if any, on all Securities issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and junior
in right of payment to all Senior Indebtedness, whether outstanding at the date
of this Indenture or thereafter incurred.

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

                 SECTION 15.02.   Default on Senior Indebtedness.

                 In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness, or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then, in either case,
no payment shall be made by the Company with respect to the principal
(including redemption payments) of or premium, if any, or interest on the
Securities.

                 In the event of the acceleration of the maturity of the
Securities, then no payment shall be made by the Company with respect to the
principal (including redemption payments) of or premium, if any, or interest on
the Securities until the holders of all Senior Indebtedness outstanding at the
time of such acceleration shall receive payment in full of such Senior
Indebtedness (including any amounts due upon acceleration).

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





                                       65
<PAGE>   76
due and owing on such Senior Indebtedness and only the amounts specified in
such notice to the Trustee shall be paid to the holders of such Senior
Indebtedness.

                 SECTION 15.03.   Liquidation; Dissolution; Bankruptcy.

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

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





                                       66
<PAGE>   77
                 For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article XV with respect to the Securities to the payment of Senior Indebtedness
that may at the time be outstanding, provided that (i) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment.  The consolidation of the Company with, or
the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the sale, conveyance, transfer or lease of
its property as an entirety, or substantially as an entirety, to another Person
upon the terms and conditions provided for in Article X of this Indenture shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 15.03 if such other Person shall, as a part of such
consolidation, merger, sale, conveyance, transfer or lease, comply with the
conditions stated in Article X of this Indenture.  Nothing in Section 15.02 or
in this Section 15.03 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.06 of this Indenture.

                 SECTION 15.04.   Subrogation.

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

                 Nothing contained in this Article XV or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness of the
Company, and the holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the holders of the Securities
the principal of (and premium, if any) and interest (including Compounded
Interest and Additional Sums, if any) and Liquidated Damages, if any, on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is





                                       67
<PAGE>   78
intended to or shall affect the relative rights of the holders of the
Securities and creditors of the Company, as the case may be, other than the
holders of Senior Indebtedness of the Company, as the case may be, nor shall
anything herein or therein prevent the Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the rights, if any, under this Article XV of
the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of
any such remedy.

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

                 SECTION 15.05.   Trustee to Effectuate Subordination.

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

                 SECTION 15.06.   Notice by the Company.

                 The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XV.  Notwithstanding the
provisions of this Article XV 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 of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article XV, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness
or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Article VI of this Indenture,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 15.06 at least two Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (or premium, if any) or
interest (including Compounded Interest and





                                       68
<PAGE>   79
Additional Sums, if any) and Liquidated Damages, if any, on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days
prior to such date.

                 The Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company (or a trustee on behalf of such holder), as the
case may be, to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee on behalf of any such holder or holders.  In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article XV, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

                 Upon any payment or distribution of assets of the Company
referred to in this Article XV, the Trustee and the Securityholders shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.

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

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

                 With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against





                                       69
<PAGE>   80
the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article
VI of this Indenture, the Trustee shall not be liable to any holder of such
Senior Indebtedness if it shall pay over or deliver to Securityholders, the
Company or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article XV or otherwise.

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

                 SECTION 15.08.   Subordination May Not Be Impaired.

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

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





                                       70
<PAGE>   81
                                  ARTICLE XVI

                      EXTENSION OF INTEREST PAYMENT PERIOD

                 SECTION 16.01.   Extension of Interest Payment Period.

                 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 Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period (the "Extended Interest Payment Period"), during which
Extended Interest Payment Period no interest shall be due and payable; provided
that no Extended Interest Payment Period shall end on a date other than an
Interest Payment Date or extend beyond the Maturity Date.  To the extent
permitted by applicable law, interest, the payment of which has been deferred
because of the extension of the interest payment period pursuant to this
Section 16.01, will bear interest thereon at the Coupon Rate compounded
semi-annually for each semi-annual period of the Extended Interest Payment
Period ("Compounded Interest").  At the end of the Extended Interest Payment
Period, the Company shall pay all interest accrued and unpaid on the
Securities, including any Additional Sums and Compounded Interest (together,
"Deferred Interest") that shall be payable to the holders of the Securities in
whose names the Securities are registered in the Security Register on the first
record date preceding the end of the Extended Interest Payment Period.  Before
the termination of any Extended Interest Payment Period, the Company may
further defer payments of interest by further extending such period, provided
that such period, together with all such previous and further extensions within
such Extended Interest Payment Period, shall not exceed 10 consecutive
semi-annual periods, including the first such semi-annual period during such
Extended Interest Payment Period, end on a date other than an Interest Payment
Date or extend beyond the Maturity Date of the Securities.  Upon the
termination of any Extended Interest Payment Period and the payment of all
Deferred Interest then due, the Company may commence a new Extended Interest
Payment Period, subject to the foregoing requirements.  No interest shall be
due and payable during an Extended Interest Payment Period, except at the end
thereof, but the Company may prepay at any time all or any portion of the
interest accrued during an Extended Interest Payment Period.

                 SECTION 16.02.   Notice of Extension.

                 (a)  If the Property Trustee is the only registered holder of
the Securities at the time the Company selects an Extended Interest Payment
Period, the Company shall give written notice to the Administrative Trustees,
the Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period five Business Days before the earlier of (i) the next succeeding
date on which Distributions on the Trust Securities issued by the Trust are
payable, or (ii) the date the Trust is required to give notice of the record
date, or the date such Distributions are payable, to any national securities
exchange or to holders





                                       71
<PAGE>   82
of the Capital Securities issued by the Trust, but in any event at least five
Business Days before such record date.

                 (b)  If the Property Trustee is not the only holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give the holders of the Securities and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice of the record or
payment date of such interest payment to any national securities exchange.

                 (c)  The semi-annual period in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 16.02 shall be counted as one
of the 10 semi-annual periods permitted in the maximum Extended Interest
Payment Period permitted under Section 16.01.





                                       72
<PAGE>   83
                 The Bank of New York hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

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


                                 ML BANCORP, INC.
                                 
                                 
                                 By   /s/ Brian M. Hartline
                                      ---------------------
                                      Name:  Brian M. Hartline
                                      Title:    Executive Vice President, Chief
                                                   Financial Officer
                                                   and Secretary
                                 
                                 
                                 THE BANK OF NEW YORK,
                                 as Trustee
                                 
                                 
                                 By   /s/ Byron Merino
                                      ----------------
                                      Name: Byron Merino
                                      Title: Assistant Treasurer





                                       73
<PAGE>   84
                                   EXHIBIT A

                           (FORM OF FACE OF SECURITY)


                 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
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
THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND (ii) PURSUANT TO CLAUSE (D),
TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE REVERSE
OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE COMPANY.
SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON





                                      A-1
<PAGE>   85
TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.

                 THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (100
SECURITIES).  ANY SUCH TRANSFER OF SECURITIES IN A BLOCK HAVING AN AGGREGATE
PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER.  ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE
RECEIPT OF PRINCIPAL, PREMIUM (IF ANY) OR INTEREST OF SUCH SECURITIES, AND SUCH
TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.

                 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO
AGREES, REPRESENTS AND WARRANTS THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR (ii) THE ACQUISITION AND HOLDING OF THIS SECURITY BY IT IS NOT
PROHIBITED BY EITHER SECTION 406 OF ERISA OR SECTION 4975 OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR EXEMPT FROM ANY SUCH PROHIBITION.





                                      A-2
<PAGE>   86
No.                                                                 CUSIP No.

                                ML BANCORP, INC.

            9.875% SERIES A JUNIOR SUBORDINATED DEFERRABLE INTEREST
                          DEBENTURE DUE MARCH 1, 2027

                 ML Bancorp, Inc., a Pennsylvania corporation (the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
____________________, as Property Trustee for ML Capital Trust I or registered
assigns, the principal sum of _____________ on March 1, 2027 (the "Maturity
Date"), unless previously redeemed, and to pay interest on the outstanding
principal amount hereof from March 10, 1997, or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, semi-annually (subject to deferral as set forth
herein) in arrears on March 1 and September 1 of each year, commencing
September 1, 1997, at the rate of 9.875% per annum until the principal hereof
shall have become due and payable, and on any overdue principal and premium, if
any, and (without duplication and to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of interest at
the same rate per annum compounded semi-annually.  The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a
360-day year of twelve 30-day months and, for any period less than a full
calendar month, the number of days elapsed in such month.  In the event that
any date on which the principal of (or premium, if any) or interest on this
Security is payable is not a Business Day, then the payment payable on such
date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that if such next succeeding Business Day falls in the next calendar year, then
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.  Pursuant to the
Indenture, in certain circumstances the Company will be required to pay
Additional Sums and Compounded Interest (each as defined in the Indenture) with
respect to this Security.  Pursuant to the Registration Rights Agreement, in
certain limited circumstances the Company will be required to pay Liquidated
Damages (as defined in the Registration Rights Agreement) with respect to this
Security.

                 The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest installment,
which shall be at the close of business on the 15th day of the month preceding
the month in which the relevant interest payment date falls.  Any such interest
installment not punctually paid or duly provided for shall forthwith cease to
be payable to the holders on such regular record date and may be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof





                                      A-3
<PAGE>   87
shall be given to the holders of Securities not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

                 The principal of (and premium, if any) and interest (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if
any, on this Security shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that, payment of interest may be made at the
option of the Company by (i) check mailed to the holder at such address as
shall appear in the Security Register or (ii) by transfer to an account
maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date.
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 Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, on this Security will be made at such place and to
such account as may be designated by the Property Trustee.

                 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 Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto.  Each holder
of this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or
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, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.

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





                                      A-4
<PAGE>   88
                 The provisions of this Security are continued on the reverse
side hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.

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


Dated:                 , 1997
       ----------------

                                                   ML BANCORP, INC.

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


Attest:

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



                    (FORM OF CERTIFICATE OF AUTHENTICATION)

                         CERTIFICATE OF AUTHENTICATION

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



THE BANK OF NEW YORK,
as Trustee


By
  --------------------
  Authorized Signatory





                                      A-5
<PAGE>   89
                         (FORM OF REVERSE OF SECURITY)

                 This Security is one of the Securities of the Company (herein
sometimes referred to as the "Securities"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of March
10, 1997 (the "Indenture"), duly executed and delivered between the Company and
The Bank of New York, as Trustee (the "Trustee"), to which Indenture reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Securities.

                 Upon the occurrence and continuation of a Special Event prior
to March 1, 2007 (the "Initial Optional Redemption Date"), the Company shall
have the right, at any time within 90 days following the occurrence of such
Special Event, to redeem this Security in whole (but not in part) at the
Special Event Redemption Price.  "Special Event Redemption Price" shall mean,
with respect to any redemption of the Securities following a Special Event, an
amount in cash equal to the Make Whole Amount.  The "Make Whole Amount" shall
mean an amount equal to the greater of (i) 100% of the principal amount to be
redeemed or (ii) the sum, as determined by a Quotation Agent, of the present
values of remaining scheduled payments of principal and interest, discounted to
the prepayment date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate, plus, in the case of
each of clauses (i) and (ii), any accrued and unpaid interest thereon
(including Compounded Interest and Additional Sums, if any) and Liquidated
Damages, if any, to the date of such redemption.

                 In addition, the Company shall have the right to redeem this
Security, in whole or in part, at any time on or after the Initial Optional
Redemption Date (an "Optional Redemption"), at the redemption prices set forth
below (expressed as percentages of principal to be redeemed) plus, in each
case, accrued and unpaid interest thereon (including Additional Sums and
Compounded Interest, if any) and Liquidated Damages, if any, to the applicable
date of redemption (the "Optional Redemption Price") if redeemed during the
12-month period beginning March 1 of the years indicated below.





                                      A-6
<PAGE>   90
<TABLE>
<CAPTION>
                          Year                             Percentage
                          ----                             ----------
                          <S>                                <C>
                          2007                               104.937%

                          2008                               104.443%
                                                   
                          2009                               103.950%
                                                   
                          2010                               103.456%

                          2011                               102.962%
                                                   
                          2012                               102.469%

                          2013                               101.975%
                                                   
                          2014                               101.481%
                                                   
                          2015                               100.987%

                          2016                               100.494%
                                                   
                          2017 and thereafter                100.000%
</TABLE>


                 The Optional Redemption Price or the Special Event Redemption
Price, as the case requires, shall be paid prior to 12:00 noon, New York time,
on the date of such redemption or at such earlier time as the Company
determines, provided, that the Company shall deposit with the Trustee an amount
sufficient to pay the applicable Redemption Price by 10:00 a.m., New York City,
on the date such Redemption Price is to be paid.  Any redemption pursuant to
this paragraph will be made upon not less than 30 days nor more than 60 days
notice.  If the Securities are only partially redeemed by the Company pursuant
to an Optional Redemption, the particular Securities to be redeemed shall be
selected on a pro rata basis not more than 60 days prior to the date fixed for
redemption from the outstanding Securities not previously called for
redemption, provided, however, that with respect to Securityholders that would
be required to hold Securities with an aggregate principal amount of less than
$100,000 but more than an aggregate principal amount of zero as a result of
such pro rata redemption, the Company shall redeem Securities of each such
Securityholder so that after such redemption such Securityholder shall hold
Securities either with an aggregate principal amount of at least $100,000 or
such Securityholder no longer holds any Securities  and shall use such method
(including, without limitation, by lot) as the Company shall deem fair and
appropriate, provided, further, that any such proration may be made on the
basis of the aggregate principal amount of Securities held by each
Securityholder thereof and may be made by making such adjustments as the
Company deems fair and appropriate in order that only Securities in
denominations of $1,000 or integral multiples thereof shall be redeemed.





                                      A-7
<PAGE>   91
                 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.

                 Notwithstanding the foregoing, any redemption of Securities by
the Company shall be subject to the receipt of any required regulatory
approval.

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

                 The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority in aggregate
principal amount of the Securities at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the holders of the
Securities; provided, however, that no such supplemental indenture shall,
without the consent of each holder of Securities then outstanding and affected
thereby, (i) change the Maturity Date of any Securities, or reduce the
principal amount thereof, or reduce any amount payable on redemption thereof,
or reduce the rate or extend the time of payment of interest thereon (subject
to Article XVI of the Indenture), or make the principal of, or interest or
premium on, the Securities payable in any coin or currency other than U.S.
dollars, or impair or affect the right of any holder of Securities to institute
suit for the payment thereof, or (ii) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture.  The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Securities at the
time outstanding affected thereby, on behalf of all of the holders of the
Securities, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture,
and its consequences, except a default in the payment of the principal of or
premium, if any, or interest on any of the Securities or a default in respect
of any covenant or provision under which the Indenture cannot be modified or
amended without the consent of each holder of Securities then outstanding.  Any
such consent or waiver by the holder of this Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future holders and owners of this Security and of any Security issued
in exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this 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
premium, if any, and interest (including Compounded Interest and Additional
Sums, if any) and Liquidated Damages, if any, on this Security at the time and
place and at the rate and in the money herein prescribed.





                                      A-8
<PAGE>   92
                 So long as no Event of Default shall have occurred and be
continuing, the Company shall have the right, at any time and from time to time
during the term of the Securities, to defer payments of interest by extending
the interest payment period of such Securities for a period not exceeding 10
consecutive semi-annual periods, including the first such semi-annual period
during such extension period, and not extending beyond the Maturity Date of the
Securities (an "Extended Interest Payment Period") or ending on a date other
than an Interest Payment Date, at the end of which period the Company shall pay
all interest then accrued and unpaid (together with interest thereon at the
rate specified for the Securities to the extent that payment of such interest
is enforceable under applicable law).  Before the termination of any such
Extended Interest Payment Period, the Company may further defer payments of
interest by further extending such Extended Interest Payment Period, provided
that such Extended Interest Payment Period, together with all such previous and
further extensions within such Extended Interest Payment Period, (i) shall not
exceed 10 consecutive semi-annual periods, including the first semi-annual
period during such Extended Interest Payment Period, (ii) shall not end on any
date other than an Interest Payment Date, and (iii) shall not extend beyond the
Maturity Date of the Securities.  Upon the termination of any such Extended
Interest Payment Period and the payment of all accrued and unpaid interest and
any additional amounts then due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.

                 The Company has agreed that it will 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 (which
includes common and preferred stock), (ii) make any payment of principal,
interest or premium, if any, on or repay or repurchase or redeem any debt
securities of the Company that rank pari passu with or junior in right of
payment to the Securities or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company if such guarantee ranks pari passu or junior in right of payment to the
Securities (other than (a) dividends or distributions in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Common Stock of the
Company, (b) any declaration of a dividend in connection with the
implementation of a stockholder's rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a
result of a reclassification of the Company's capital stock or the exchange or
the conversion of one class or series of the Company's capital stock, for
another class or series of the Company's capital stock, (e) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
exchange or conversion of such capital stock or the security being exchanged or
converted and (f) purchases of Common Stock related to the issuance of Common
Stock or rights under any of the Company's benefit plans for its directors,
officers or employees or any of the Company's dividend reinvestment plans) if
at such time (1) there shall have occurred any event of which the Company has
actual knowledge that (a) is or, with the giving of notice or the lapse of
time, or both, would be, an Event of Default and (b) in respect of which the
Company shall not have taken reasonable steps to cure, (2) if the Securities
are held by ML Capital Trust, the Company shall be in default with respect to
its





                                      A-9
<PAGE>   93
payment obligations under the Capital Securities Guarantee or (3) the Company
shall have given notice of its election of the exercise of its right to extend
the interest payment period and any such extension shall be continuing.

                 Subject to (i) the receipt of any required regulatory approval
and (ii) the receipt by the Company of an opinion of counsel to the effect that
such distribution will not be a taxable event to holders of Capital Securities,
the Company will have the right at any time to liquidate the ML Capital Trust
and cause the Securities to be distributed to the holders of the Trust
Securities in liquidation of the Trust.

                 The Securities are issuable only in registered form without
coupons in denominations of $1,000.00 and any integral multiple thereof.  As
provided in the Indenture and subject to the transfer restrictions limitations
as may be contained herein and therein from time to time, this Security is
transferable by the holder hereof on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in the City and State of New York accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company or
the Trustee duly executed by the holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such registration of transfer, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
relation thereto.

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

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





                                      A-10
<PAGE>   94
                 All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                 THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS THEREOF.





                                      A-11