Exhibit 4.2


                                 RB ASSET, INC.

                    Increasing Rate Junior Subordinated Notes
                                    due 2006

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

                               FIRST SUPPLEMENTAL
                                    INDENTURE
                              --------------------

                          Dated as of February 1, 1999

                              LaSalle National Bank

                                     Trustee


         FIRST SUPPLEMENTAL  INDENTURE,  dated as of February 1, 1999 between RB
         Asset,  Inc.,  a Delaware  corporation  (the  "Company"),  and  LaSalle
         National  Bank,  a  national  banking  association,   as  trustee  (the
         "Trustee").


         WHEREAS,  the Company and the Trustee have  previously  entered into an
Indenture dated as of December 30, 1998 (the "Indenture")  pursuant to which the
Company's  Increasing Rate Junior Subordinated Notes due 2006 (the "Securities")
were issued;

         WHEREAS,  Section 8.01 of the  Indenture  provides that the Company and
the Trustee may,  without the written  consent of the holders of the outstanding
Securities, amend the Indenture as provided herein;

         WHEREAS, the Board of Directors of the Company has consented to this 
First Supplemental Indenture; and

         WHEREAS,   all  acts  and  things  prescribed  by  the  Certificate  of
Incorporation  and Bylaws  (each as now in effect)  necessary to make this First
Supplemental Indenture a valid instrument legally binding on the Company for the
purposes herein expressed, in accordance with its terms, have been duly done and
performed;

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the  Trustee  hereby  agree for the  benefit of each other and the equal and
ratable benefit of the holders of the Securities as follows:

         1. Amendment of Section 2.02. The first sentence of the fifth paragraph
of Section  2.02 of the  Indenture  is hereby  amended by  deleting  the text of
clause (ii) thereof and by inserting, in lieu thereof, the following text: "(ii)
additional  securities  issued  pursuant  to this  Indenture  as interest on the
Securities (not to exceed  $9,900,000)  (the "Additional  Securities"),  in each
case upon an Order of the Corporation."

         2.  Effect  of  First  Supplemental   Indenture.   The  Indenture,   as
supplemented  and  amended  by  this  First  Supplemental  Indenture,  is in all
respects  ratified and confirmed,  and the Indenture and the First  Supplemental
Indenture  shall be read,  taken and  construed as one and the same  instrument.
Except as otherwise set forth herein, the Indenture shall continue in full force
and effect in accordance with its terms.

         3. Effect of Headings.  The Section headings herein are for convenience
only and shall not affect the construction hereof.



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         4.  Successors and Assigns.  All covenants and agreements in this First
Supplemental  Indenture  by the  parties  hereto  shall  bind  their  respective
successors and assigns and inure to the benefit of their  respective  successors
and assigns, whether so expressed or not.

         5.   Benefit  of   Supplemental   Indenture.   Nothing  in  this  First
Supplemental Indenture, express or implied, shall give to any Person, other than
the  parties  hereto,  any  Security  Registrar,  any  Paying  Agent  and  their
successors  hereunder,  and the  holders of the  Securities,  any benefit or any
legal  or  equitable  right,  remedy  or claim  under  this  First  Supplemental
Indenture.

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

         7.  Governing  Law.  The  internal  laws of the State of New York shall
govern this First Supplemental Indenture.

         8.  Entire  Agreement.   This  First  Supplemental  Indenture  and  the
Indenture as amended and supplemented hereby constitute the entire agreement and
understanding  between  the  parties  hereto  and  supersede  any and all  prior
agreements and understandings relating to the subject matter hereof.

         IN WITNESS WHEREOF,  the Company and the Trustee have caused this First
         Supplemental  Indenture to be duly  executed as of the date first above
         written.

RB ASSET, INC.                           ATTEST:



By:/s/Nelson L. Stephenson               By:/s/Shiela Boyd
   -----------------------                  --------------
Name: Nelson L. Stephenson               Name: Shiela Boyd
Title: President                         Title:


LASALLE NATIONAL BANK                    ATTEST:



By:/s/ Eric A. Lindhal                   By:/s/ Susan M. Cepiel
   -----------------------                  -------------------
Name:  Eric A. Lindhal                   Name:  Susan M. Cepiel
Title: Trust Officer                     Title:


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