Exhibit 10.1







                               FMB Equibanc, Inc.
                                   as Company






                                    INDENTURE
                           Dated as of August 4, 2005


                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES

                             Due September 15, 2035





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                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.  Definitions...................................................1

   Additional Interest.......................................................1

   Additional Provisions.....................................................1

   Authenticating Agent......................................................1

   Bankruptcy Law............................................................1

   Board of Directors........................................................1

   Board Resolution..........................................................2

   Business Day..............................................................2

   Calculation Agent.........................................................2

   Capital Securities........................................................2

   Capital Securities Guarantee..............................................2

   Capital Treatment Event...................................................2

   Certificate...............................................................3

   Common Securities.........................................................3

   Company...................................................................3

   Debt Security.............................................................3

   Debt Security Register....................................................3

   Declaration...............................................................3

   Default  .................................................................3

   Defaulted Interest........................................................3

   Deferred Interest.........................................................3

   Event of Default..........................................................3


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                               TABLE OF CONTENTS
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   Extension Period..........................................................3

   Federal Reserve...........................................................3

   Fixed Rate................................................................3

   Fixed Rate Period.........................................................3

   Indenture.................................................................3

   Initial Purchaser.........................................................3

   Institutional Trustee.....................................................4

   Interest Payment Date.....................................................4

   Interest Rate.............................................................4

   Investment Company Event..................................................4

   LIBOR.....................................................................4

   LIBOR Banking Day.........................................................4

   LIBOR Business Day........................................................4

   LIBOR Determination Date..................................................4

   Liquidation Amount........................................................4

   Maturity Date.............................................................4

   Notice   .................................................................4

   Officers' Certificate.....................................................4

   Opinion of Counsel........................................................5

   OTS      .................................................................5

   Outstanding...............................................................5

   Paying Agent..............................................................5

   Person   .................................................................5

   Predecessor Security......................................................5


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                                TABLE OF CONTENTS
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   Principal Office of the Trustee...........................................5

   Redemption Date...........................................................6

   Redemption Price..........................................................6

   Responsible Officer.......................................................6

   Securityholder............................................................6

   Senior Indebtedness.......................................................6

   Special Event.............................................................7

   Special Redemption Date...................................................7

   Subsidiary................................................................7

   Tax Event.................................................................7

   Trust    .................................................................8

   Trust Indenture Act.......................................................8

   Trust Securities..........................................................8

   Trustee  .................................................................8

   United States.............................................................8

   U.S. Person...............................................................8

   Variable Rate.............................................................8

                                   ARTICLE II
                                 DEBT SECURITIES

SECTION 2.01.  Authentication and Dating......................................8

SECTION 2.02.  Form of Trustee's Certificate of Authentication................9

SECTION 2.03.  Form and Denomination of Debt Securities.......................9

SECTION 2.04.  Execution of Debt Securities...................................9

SECTION 2.05.  Exchange and Registration of Transfer of Debt Securities......10


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                                TABLE OF CONTENTS
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SECTION 2.06.  Mutilated, Destroyed, Lost or Stolen Debt Securities..........13

SECTION 2.07.  Temporary Debt Securities.....................................14

SECTION 2.08.  Payment of Interest...........................................14

SECTION 2.09.  Cancellation of Debt Securities Paid, etc.....................15

SECTION 2.10.  Computation of Interest.......................................16

SECTION 2.11.  Extension of Interest Payment Period..........................17

SECTION 2.12.  CUSIP Numbers.................................................18

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.  Payment of Principal, Premium and Interest; Agreed Treatment
               of the Debt Securities........................................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.  Additional Interest...........................................21

SECTION 3.07.  Compliance with Consolidation Provisions......................22

SECTION 3.08.  Limitation on Dividends.......................................22

SECTION 3.09.  Covenants as to the Trust.....................................23

                                   ARTICLE IV
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.  Securityholders' Lists........................................23

SECTION 4.02.  Preservation and Disclosure of Lists..........................23


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


SECTION 5.01.    Events of Default...........................................25

SECTION 5.02.    Payment of Debt Securities on Default; Suit Therefor........27

SECTION 5.03.    Application of Moneys Collected by Trustee..................28

SECTION 5.04.    Proceedings by Securityholders..............................29

SECTION 5.05.    Proceedings by Trustee......................................29

SECTION 5.06.    Remedies Cumulative and Continuing..........................29

SECTION 5.07.    Direction of Proceedings and Waiver of Defaults by Majority
                 of Securityholders..........................................30

SECTION 5.08.    Notice of Defaults..........................................31

SECTION 5.09.    Undertaking to Pay Costs....................................31

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01.    Duties and Responsibilities of Trustee......................31

SECTION 6.02.    Reliance on Documents, Opinions, etc........................33

SECTION 6.03.    No Responsibility for Recitals, etc.........................34

SECTION 6.04.    Trustee, Authenticating Agent, Paying Agents, Transfer
                 Agents or Registrar May Own Debt Securities.................34

SECTION 6.05.    Moneys to be Held in Trust..................................34

SECTION 6.06.    Compensation and Expenses of Trustee........................34

SECTION 6.07.    Officers' Certificate as Evidence...........................35

SECTION 6.08.    Eligibility of Trustee......................................35

SECTION 6.09.    Resignation or Removal of Trustee, Calculation Agent,
                 Paying Agent or Debt Security Registrar.....................36

SECTION 6.10.    Acceptance by Successor.....................................37


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                                TABLE OF CONTENTS
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SECTION 6.11.    Succession by Merger, etc...................................38

SECTION 6.12.    Authenticating Agents.......................................39

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.    Action by Securityholders...................................40

SECTION 7.02.    Proof of Execution by Securityholders.......................41

SECTION 7.03.    Who Are Deemed Absolute Owners..............................41

SECTION 7.04.    Debt Securities Owned by Company Deemed Not Outstanding.....41

SECTION 7.05.    Revocation of Consents; Future Securityholders Bound........42

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01.    Purposes of Meetings........................................42

SECTION 8.02.    Call of Meetings by Trustee.................................42

SECTION 8.03.    Call of Meetings by Company or Securityholders..............43

SECTION 8.04.    Qualifications for Voting...................................43

SECTION 8.05.    Regulations.................................................43

SECTION 8.06.    Voting......................................................44

SECTION 8.07.    Quorum; Actions.............................................44

SECTION 8.08.    Written Consent Without a Meeting...........................45

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01.    Supplemental Indentures without Consent of Securityholders..45

SECTION 9.02.    Supplemental Indentures with Consent of Securityholders.....47

SECTION 9.03.    Effect of Supplemental Indentures...........................48

SECTION 9.04.    Notation on Debt Securities.................................48



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                                TABLE OF CONTENTS
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SECTION 9.05.    Evidence of Compliance of Supplemental Indenture to
                 be furnished to Trustee.....................................48

                                    ARTICLE X
                            REDEMPTION OF SECURITIES

SECTION 10.01.   Optional Redemption.........................................48

SECTION 10.02.   Special Event Redemption....................................49

SECTION 10.03.   Notice of Redemption; Selection of Debt Securities..........49

SECTION 10.04.   Payment of Debt Securities Called for Redemption............50

                                   ARTICLE XI
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.   Company May Consolidate, etc., on Certain Terms.............50

SECTION 11.02.   Successor Entity to be Substituted..........................51

SECTION 11.03.   Opinion of Counsel to be Given to Trustee...................51

                                   ARTICLE XII
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.   Discharge of Indenture......................................52

SECTION 12.02.   Deposited Moneys to be Held in Trust by Trustee.............52

SECTION 12.03.   Paying Agent to Repay Moneys Held...........................53

SECTION 12.04.   Return of Unclaimed Moneys..................................53

                                  ARTICLE XIII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 13.01.   Indenture and Debt Securities Solely Corporate Obligations..53

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

SECTION 14.01.   Successors..................................................53

SECTION 14.02.   Official Acts by Successor Entity...........................54

SECTION 14.03.   Surrender of Company Powers.................................54



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SECTION 14.04.   Addresses for Notices, etc..................................54

SECTION 14.05.   Governing Law...............................................54

SECTION 14.06.   Evidence of Compliance with Conditions Precedent............54

SECTION 14.07.   Non-Business Days...........................................55

SECTION 14.08.   Table of Contents, Headings, etc............................55

SECTION 14.09.   Execution in Counterparts...................................55

SECTION 14.10.   Severability................................................55

SECTION 14.11.   Assignment..................................................56

SECTION 14.12.   Acknowledgment of Rights....................................56

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.   Agreement to Subordinate....................................56

SECTION 15.02.   Default on Senior Indebtedness..............................57

SECTION 15.03.   Liquidation; Dissolution; Bankruptcy........................57

SECTION 15.04.   Subrogation.................................................58

SECTION 15.05.   Trustee to Effectuate Subordination.........................59

SECTION 15.06.   Notice by the Company.......................................59

SECTION 15.07.   Rights of the Trustee, Holders of Senior Indebtedness.......60

SECTION 15.08.   Subordination May Not Be Impaired...........................60

EXHIBITS

EXHIBIT A        FORM OF DEBT SECURITY



                                      -viii-
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        THIS INDENTURE,  dated as of August 4, 2005, between FMB Equibanc, Inc.,
a bank holding company incorporated in Georgia (hereinafter sometimes called the
"Company"),   and  JPMorgan   Chase  Bank,   National   Association  as  trustee
(hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H:

        WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has  duly
authorized the issuance of its Junior Subordinated Debt Securities due September
15, 2035 (the "Debt  Securities")  under this  Indenture  and to provide,  among
other things, for the execution and authentication,  delivery and administration
thereof, the Company has duly authorized the execution of this Indenture.

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

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01. Definitions.

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

        "Additional Interest" shall have the meaning set forth in Section 3.06.

        "Additional  Provisions"  shall  have the  meaning  set forth in Section
15.01.

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

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

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



<PAGE>

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

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

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

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

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

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


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the  Trust by the  Company  shall  not in and of  itself  constitute  a  Capital
Treatment Event unless such liquidation shall have occurred in connection with a
Tax Event or an Investment Company Event.

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

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

        "Company" means FMB Equibanc,  Inc., a bank holding company incorporated
in Georgia,  and,  subject to the  provisions  of Article XI, shall  include its
successors and assigns.

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

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

        "Declaration" means the Amended and Restated Declaration of Trust of the
Trust dated as of August 4, 2005, as amended or supplemented from time to time.

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

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

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

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

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

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

        "Fixed  Rate"  means  a per  annum  rate of  interest,  equal  to  6.09%
commencing August 4, 2005.

        "Fixed Rate Period" has the meaning assigned to it in Section 2.10(a).

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

        "Initial   Purchaser"  means  the  initial   purchaser  of  the  Capital
Securities.



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        "Institutional Trustee" has the meaning set forth in the Declaration.

        "Interest  Payment  Date"  means  March 15,  June 15,  September  15 and
December 15 of each year,  commencing on September 15, 2005,  during the term of
this Indenture.

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

        "Interest Rate" means the Fixed Rate and Variable Rate, as applicable.

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

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

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

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

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

        "Liquidation  Amount" means the  liquidation  amount of $1,000 per Trust
Security.

        "Maturity Date" means September 15, 2035.

        "Notice" has the meaning set forth in Section 2.11.

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

        "Opinion  of  Counsel"  means an  opinion  in  writing  signed  by legal
counsel,  who may be an employee of or counsel to the  Company,  or may be other
counsel reasonably




                                      -4-
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satisfactory  to the Trustee.  Each such opinion  shall  include the  statements
provided for in Section 14.06 if and to the extent required by the provisions of
such Section.

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

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

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

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


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

        "Paying Agent" has the meaning set forth in Section 3.04(e).

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

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

        "Principal  Office of the Trustee"  means the office of the Trustee,  at
which at any particular  time its corporate  trust business shall be principally
administered,  which at all times shall be located  within the United States and
at the time of the execution of this Indenture shall be 600 Travis Street,  50th
Floor, Houston, Texas 77002.

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

        "Redemption  Price"  means  100% of the  principal  amount  of the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities to the Redemption Date.



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

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

        "Senior  Indebtedness"  means,  with  respect  to the  Company,  (i) the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company;
(ii) all capital lease obligations of the Company;  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title  retention  agreement  (but  excluding  trade  accounts  payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the  reimbursement  of any letter of credit,  any banker's  acceptance,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar  credit or other  transaction;  (v) all  obligations  of the type
referred to in clauses (i) through  (iv) above of other  Persons for the payment
of which  the  Company  is  responsible  or  liable  as  obligor,  guarantor  or
otherwise;  and (vi) all  obligations  of the type  referred  to in clauses  (i)
through (v) above of other Persons  secured by any lien on any property or asset
of the  Company  (whether  or not such  obligation  is assumed by the  Company),
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless,  with  the  prior  approval  of the  Federal  Reserve  if not
otherwise  generally  approved,  it is  provided in the  instrument  creating or
evidencing  the same or  pursuant  to which the same is  outstanding,  that such
obligations  are not  superior or are pari passu in right of payment to the Debt
Securities;  provided,  however,  that Senior Indebtedness shall not include (A)
any debt  securities  issued to any trust  other than the Trust (or a trustee of
such trust) that is a financing  vehicle of the Company (a "financing  entity"),
in  connection  with the  issuance by such  financing  entity of equity or other
securities   in   transactions   substantially   similar  in  structure  to  the
transactions  contemplated hereunder and in the Declaration,  (B) any guarantees
of the  Company in respect of the equity or other  securities  of any  financing
entity referred to in clause (A) above or (C) any other  instruments  allowed as
subordinated  securities  for  purposes  of the Debt  Securities  by the Federal
Reserve from time to time hereafter.

        "Special Event" means any of a Tax Event, an Investment Company Event or
a Capital Treatment Event.

        "Special Redemption Date" has the meaning set forth in Section 10.02.



                                      -6-
<PAGE>

        "Special  Redemption Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 100% of the
principal  amount of Debt  Securities to be redeemed plus, in each case,  unpaid
interest accrued thereon to the Special Redemption Date.


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

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

        "Trust" means FMB 2005 Capital Trust I, the Delaware statutory trust, or
any other similar trust created for the purpose of issuing Capital Securities in
connection with the issuance of Debt Securities  under this Indenture,  of which
the Company is the sponsor.

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



                                      -7-
<PAGE>

        "Trust Securities" means Common Securities and Capital Securities of FMB
2005 Capital Trust I.

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

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

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

        "Variable Rate" means a per annum rate of interest,  equal to LIBOR plus
1.57%,  as determined on the LIBOR  Determination  Date  preceding each Interest
Payment Date,  reset  quarterly,  commencing  upon  expiration of the Fixed Rate
Period.

                                  ARTICLE II.

                                 DEBT SECURITIES

SECTION 2.01. Authentication and Dating.

        Upon the execution and delivery of this Indenture,  or from time to time
thereafter,  Debt Securities in an aggregate  principal  amount not in excess of
$4,124,000  may be  executed  and  delivered  by the  Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery  said Debt  Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors,  Vice  Chairman,  President or
Chief  Financial  Officer or one of its Vice  Presidents,  without  any  further
action by the Company  hereunder.  In authenticating  such Debt Securities,  and
accepting the  additional  responsibilities  under this Indenture in relation to
such Debt Securities,  the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant  Secretary or other  officers  with
appropriate delegated authority of the Company as the case may be.

        The Trustee shall have the right to decline to authenticate  and deliver
any Debt Securities under this Section if the Trustee, being advised by counsel,
determines  that  such  action  may not  lawfully  be taken or if a  Responsible
Officer of the Trustee in good faith  shall  determine  that such  action  would
expose the  Trustee to  personal  liability  to  existing  Securityholders.  The
Trustee  shall also be  entitled  to receive an opinion of counsel to the effect
that (1) all conditions precedent to the execution,  delivery and authentication
of the  Securities  have been complied with; (2) the Securities are not required
to be registered under the Securities Act; and (3) the Indenture is not required
to be qualified under the Trust Indenture Act.

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



                                      -8-
<PAGE>

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

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

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

        JPMorgan  Chase  Bank,  National  Association,  not  in  its  individual
capacity but solely as Trustee

                                                   By ________________________
                                                       Authorized Signatory

SECTION 2.03.  Form and Denomination of Debt Securities.
               ----------------------------------------

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

SECTION 2.04. Execution of Debt Securities.
              -----------------------------

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

        In case any officer of the Company who shall have signed any of the Debt
Securities  shall cease to be such officer before the Debt  Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company,  such Debt Securities  nevertheless may be
authenticated  and delivered or disposed of as though the Person who signed such
Debt  Securities had not ceased to be such officer of the Company;  and any Debt
Security  may be  signed on behalf of the  Company  by such  Persons  as, at the
actual date of the execution of such Debt Security, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

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

                                      -9-
<PAGE>

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

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

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

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

        Neither the Trustee nor the Debt Security Registrar shall be responsible
for ascertaining  whether any transfer  hereunder complies with the registration
provisions of or any exemptions from the Securities Act (under and as defined in
the Declaration), applicable state securities laws or the applicable laws of any
other  jurisdiction,  ERISA, the United States Internal Revenue Code of 1986, as
amended,   or  the  Investment   Company  Act  (under  and  as  defined  in  the
Declaration).

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

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

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



                                      -10-
<PAGE>

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

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

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

        THE  HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE"),
(EACH A "PLAN"),  OR AN ENTITY



                                      -11-
<PAGE>

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

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

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

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


                                      -12-
<PAGE>

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

        In case any Debt Security shall become  mutilated or be destroyed,  lost
or stolen,  the Company shall execute,  and upon its written request the Trustee
shall  authenticate  and  deliver,  a new Debt  Security  bearing  a number  not
contemporaneously  outstanding,  in exchange and  substitution for the mutilated
Debt  Security,  or in lieu of and in  substitution  for the  Debt  Security  so
destroyed,  lost or stolen.  In every case the applicant for a substituted  Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless,  and, in every case of
destruction,  loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction,  loss or theft of
such Debt Security and of the ownership thereof.

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

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

SECTION 2.07.  Temporary Debt Securities.
               -------------------------

        Pending the preparation of definitive Debt  Securities,  the Company may
execute and the Trustee  shall  authenticate  and make  available  for  delivery
temporary Debt Securities  that are typed,  printed or  lithographed.  Temporary
Debt  Securities  shall  be  issuable  in  any  authorized   denomination,   and
substantially  in the form of the  definitive  Debt  Securities  but  with  such
omissions,  insertions and  variations as may be appropriate  for temporary Debt
Securities,  all as may be determined by the Company.  Every such temporary Debt
Security  shall be executed by the Company and be  authenticated  by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as the definitive Debt  Securities.  Without



                                      -13-
<PAGE>

unreasonable  delay,  the Company will execute and deliver to the Trustee or the
Authenticating  Agent  definitive  Debt  Securities  and  thereupon  any  or all
temporary  Debt  Securities  may be  surrendered  in exchange  therefor,  at the
Principal  Office of the  Trustee or at any office or agency  maintained  by the
Company for such  purpose as provided  in Section  3.02,  and the Trustee or the
Authenticating  Agent shall  authenticate  and make  available  for  delivery in
exchange for such temporary Debt Securities a like aggregate principal amount of
such definitive Debt  Securities.  Such exchange shall be made by the Company at
its own expense and without any charge  therefor except that in case of any such
exchange involving a registration of transfer the Company may require payment of
a sum sufficient to cover any tax, fee or other governmental  charge that may be
imposed in relation thereto.  Until so exchanged,  the temporary Debt Securities
shall in all respects be entitled to the same benefits  under this  Indenture as
definitive Debt Securities authenticated and delivered hereunder.

SECTION 2.08. Payment of Interest.
              -------------------

        During the Fixed Rate Period,  each Debt  Security will bear interest at
the Fixed Rate.  Thereafter  each Debt  Security  will bear interest at the then
applicable  Variable Rate from and including  each Interest  Payment Date or, in
the case of the first Interest Payment Period,  the original date of issuance of
such Debt Security to, but excluding,  the next succeeding Interest Payment Date
or,  in the case of the last  Interest  Payment  Period,  the  Redemption  Date,
Special  Redemption  Date or Maturity  Date,  as  applicable,  on the  principal
thereof,  on any  overdue  principal  and (to the  extent  that  payment of such
interest is enforceable  under  applicable law) on Deferred  Interest and on any
overdue installment of interest (including Defaulted Interest), payable (subject
to the  provisions of Article XII) on each Interest  Payment Date  commencing on
September 15, 2005. Interest and any Deferred Interest on any Debt Security that
is payable,  and is punctually paid or duly provided for by the Company,  on any
Interest  Payment  Date  shall be paid to the  Person  in whose  name  said Debt
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the regular record date for such interest  installment,  except that
interest and any Deferred Interest payable on the Maturity Date shall be paid to
the Person to whom  principal is paid. In case (i) the Maturity Date of any Debt
Security or (ii) the event that any Debt  Security or portion  thereof is called
for redemption  and the  redemption  date is subsequent to a regular record date
with  respect  to any  Interest  Payment  Date  and  either  on or prior to such
Interest  Payment  Date,  interest  on such  Debt  Security  will  be paid  upon
presentation and surrender of such Debt Security.

        Any interest on any Debt Security, other than Deferred Interest, that is
payable,  but is not punctually paid or duly provided for by the Company, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the  registered  holder on the relevant  regular record date by
virtue of having been such holder,  and such Defaulted Interest shall be paid by
the  Company  to the  Persons  in whose  names  such Debt  Securities  (or their
respective Predecessor  Securities) are registered at the close of business on a
special record date for the payment of such Defaulted  Interest,  which shall be
fixed in the following  manner:  the Company shall notify the Trustee in writing
of the  amount  of  Defaulted  Interest  proposed  to be paid on each  such Debt
Security and the date of the proposed payment,  and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate  amount
proposed  to be paid in  respect  of  such  Defaulted  Interest  or  shall  make
arrangements  reasonably  satisfactory  to the Trustee for such deposit prior to
the date of the proposed payment,  such



                                      -14-
<PAGE>

money when deposited to be held in trust for the benefit of the Persons entitled
to such  Defaulted  Interest as in this clause  provided.  Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than  fifteen  nor less than ten days prior to the date of the
proposed  payment and not less than ten days after the receipt by the Trustee of
the notice of the  proposed  payment.  The  Trustee  shall  promptly  notify the
Company of such  special  record date and, in the name and at the expense of the
Company,  shall cause notice of the proposed payment of such Defaulted  Interest
and the special record date therefor to be mailed,  first class postage prepaid,
to each  Securityholder at his or her address as it appears in the Debt Security
Register,  not less than ten days prior to such special  record date.  Notice of
the proposed  payment of such  Defaulted  Interest  and the special  record date
therefor having been mailed as aforesaid,  such Defaulted Interest shall be paid
to the  Persons  in whose  names  such  Debt  Securities  (or  their  respective
Predecessor   Securities)  are  registered  on  such  special  record  date  and
thereafter  the Company shall have no further  payment  obligation in respect of
the Defaulted Interest.

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

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

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

SECTION 2.09. Cancellation of Debt Securities Paid, etc.
              ------------------------------------------

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

SECTION 2.10. Computation of Interest.
              ------------------------

        (a) From  August 4, 2005  until  September  15,  2010 (the  "Fixed  Rate
Period"),  the  interest  shall be  computed  on the basis of a 360-day  year of
twelve  30-day  months and the amount  payable for any partial  period  shall be
computed on the basis of the number of days  elapsed in a 360-day year of twelve
30-day months.  Upon expiration of the Fixed Rate Period,



                                      -15-
<PAGE>

the amount of interest  payable for any Interest Payment Period will be computed
on the basis of a 360-day  year and the  actual  number of days  elapsed  in the
relevant  interest  period;  provided,  however,  that upon the  occurrence of a
Special Event Redemption  pursuant to Section 10.02 the amounts payable pursuant
to this Indenture  shall be calculated as set forth in the definition of Special
Redemption Price.

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

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

                (2) If,  on any  LIBOR  Determination  Date,  such rate does not
        appear on  Telerate  Page 3750 or such  other page as may  replace  such
        Telerate  Page 3750 on the  Moneyline  Telerate,  Inc.  service (or such
        other  service or services as may be nominated  by the British  Banker's
        Association  as the  information  vendor for the  purpose of  displaying
        London  Interbank   offered  rates  for  U.S.  dollar   deposits),   the
        Calculation  Agent shall  determine the  arithmetic  mean of the offered
        quotations of the Reference Banks (as defined below) to leading banks in
        the London  Interbank  market for  three-month  U.S.  Dollar deposits in
        Europe (in an amount  determined by the Calculation  Agent) by reference
        to requests for quotations as of approximately  11:00 a.m. (London time)
        on the LIBOR  Determination  Date made by the  Calculation  Agent to the
        Reference  Banks. If, on any LIBOR  Determination  Date, at least two of
        the  Reference  Banks  provide  such  quotations,  LIBOR shall equal the
        arithmetic mean of such quotations. If, on any



                                      -16-
<PAGE>

        LIBOR  Determination  Date,  only  one or  none of the  Reference  Banks
        provide  such a  quotation,  LIBOR shall be deemed to be the  arithmetic
        mean of the offered  quotations  that at least two leading  banks in the
        City of New York (as selected by the  Calculation  Agent) are quoting on
        the  relevant  LIBOR  Determination  Date for  three-month  U.S.  Dollar
        deposits  in Europe at  approximately  11:00 a.m.  (London  time) (in an
        amount determined by the Calculation Agent). As used herein,  "Reference
        Banks" means four major banks in the London Interbank market selected by
        the Calculation Agent.

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

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

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

SECTION 2.11. Extension of Interest Payment Period.
              ------------------------------------

        As long  as it is  acting  in good  faith,  and so long as no  Event  of
Default  pursuant to paragraphs (c), (e) or (f) of Section 5.01 of the Indenture
has occurred and is continuing  the Company  shall have the right,  from time to
time and without  causing an Event of Default,  to defer payments of interest on
the Debt  Securities by extending the interest  distribution  period on the Debt
Securities  at any  time  and  from  time to time  during  the  term of the Debt
Securities,  for up to twenty consecutive  quarterly periods (each such extended
interest  distribution  period, an "Extension  Period"),  during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and  payable).  No  Extension  Period may end on a date other than an
Interest  Payment Date or extend beyond the Maturity Date,  any Redemption  Date
(to the extent  redeemed) or any Special  Redemption  Date,  as the case may be.
During  any  Extension  Period,  interest  will  continue  to accrue on the Debt
Securities,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Interest Rate applicable  during such Extension Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been


                                      -17-
<PAGE>

payable were it not for the Extension Period, to the extent permitted by law. No
interest  or Deferred  Interest  shall be due and  payable  during an  Extension
Period,  except at the end thereof.  At the end of any such Extension Period the
Company  shall pay all  Deferred  Interest  then  accrued and unpaid on the Debt
Securities;  provided,  however,  that no Extension Period may extend beyond the
Maturity Date;  and provided  further,  however,  that during any such Extension
Period,  the Company shall be subject to the  restrictions  set forth in Section
3.08 of this Indenture.  Prior to the termination of any Extension  Period,  the
Company may further extend such period, provided, that such period together with
all such previous and further  consecutive  extensions  thereof shall not exceed
twenty consecutive  quarterly periods,  or extend beyond the Maturity Date. Upon
the  termination  of any  Extension  Period and upon the payment of all Deferred
Interest,  the  Company  may  commence a new  Extension  Period,  subject to the
foregoing requirements. The Company must give the Trustee notice of its election
to begin such Extension Period ("Notice") at least one Business Day prior to the
earlier of (i) the next succeeding date on which interest on the Debt Securities
would have been payable except for the election to begin such  Extension  Period
or (ii) the date such  interest is payable,  but in any event not later than the
related  regular record date. The Notice shall describe,  in reasonable  detail,
why the Company  has  elected to begin an  Extension  Period.  The Notice  shall
acknowledge  and affirm the Company's  understanding  that it is prohibited from
issuing  dividends and other  distributions  during the Extension  Period.  Upon
receipt of the Notice,  an Initial  Purchaser  shall have the right, at its sole
discretion,  to disclose the name of the Company,  the fact that the Company has
elected to begin an  Extension  Period and other  information  that such Initial
Purchaser,  at its sole discretion,  deems relevant to the Company's election to
begin an  Extension  Period.  The  Trustee  shall give  notice of the  Company's
election to begin a new Extension Period to the Securityholders.

SECTION 2.12. CUSIP Numbers.
              -------------

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

SECTION 2.13. Income Tax Certification.
              ------------------------

        As a  condition  to the payment of any  principal  of or interest on the
Debt  Securities  without the imposition of  withholding  tax, the Trustee shall
require the previous  delivery of properly  completed and signed applicable U.S.
federal income tax certifications  (generally,  an Internal Revenue Service Form
W-9 (or  applicable  successor  form) in the case of a person  that is a "United
States person" within the meaning of Section 7701 (a)(30) of the Code (under and
as defined in the  Declaration)  or an  Internal  Revenue  Service  Form W-8 (or
applicable  successor form) in the case of a person that is not a "United States
person"  within the meaning of Section  7701(a)(30)  of the Code,  and any other
certification  acceptable  to it to enable the  Trustee  or any Paying  Agent to
determine their  respective  duties and liabilities with respect



                                      -18-
<PAGE>

to any  taxes or other  charges  that  they may be  required  to pay,  deduct or
withhold in respect of such Debt Securities.

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

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

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

        (b) The Company will treat the Debt Securities as indebtedness,  and the
interest  payable in respect of such Debt  Securities as interest,  for all U.S.
federal  income tax purposes.  As a condition to the payment of any principal of
or interest on any Debt Security  without the imposition of withholding tax, the
Company  shall  require the previous  delivery of properly  completed and signed
applicable  U.S.  federal  income tax  certifications  (generally,  an  Internal
Revenue Service Form W-9 (or applicable  successor form) in the case of a Person
that is a U.S.  Person or an Internal  Revenue  Service Form W-8 (or  applicable
successor  form) in the case of a Person that is not a U.S. Person and any other
certification  acceptable  to it to  enable  the  Company  and  the  Trustee  to
determine their  respective  duties and liabilities with respect to any taxes or
other  charges  that they may be  required to pay or withhold in respect of such
Debt  Security or the holder of such Debt  Security  under any present or future
law or regulation of the United States or any political  subdivision  thereof or
taxing authority  therein or to comply with any reporting or other  requirements
under any such law or regulation.

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

SECTION 3.02. Offices for Notices and Payments, etc.
              --------------------------------------

        So long as any of the Debt Securities  remain  outstanding,  the Company
will  maintain  in New  York,  New  York an  office  or  agency  where  the Debt
Securities  may be  presented  for  payment,  an office or agency where the Debt
Securities  may be presented  for  registration  of transfer and for exchange as
provided in this  Indenture and an office or agency where notices and demands to
or upon the Company in respect of the Debt  Securities or of this



                                      -19-
<PAGE>

Indenture  may be served.  The Company  hereby  appoints the Trustee at JPMorgan
Chase Bank,  National  Association,  WSS Window, 4 New York Plaza, Ground Floor,
New York, New York 10004,  attention:  Worldwide Securities Services (Houston) -
FMB 2005  Capital  Trust I as such office or agency.  In case the Company  shall
fail to maintain  any such office or agency in New York,  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 other offices or agencies  where the Debt  Securities
may be  presented  for  registration  of transfer and for exchange in the manner
provided in this  Indenture,  and the Company may from time to time rescind such
designation, as the Company may deem desirable or expedient;  provided, however,
that no such  designation or rescission  shall in any manner relieve the Company
of its  obligation  to maintain any such office or agency in New York,  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 6.09, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 3.04. Provision as to Paying Agent.
              ----------------------------

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

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

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

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

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



                                      -20-
<PAGE>

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

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

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

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

SECTION 3.05. Certificate to Trustee.
              ----------------------

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

SECTION 3.06. Additional Interest.
              -------------------

        If and for so long as the Trust is the holder of all Debt Securities and
is subject to or  otherwise  required to pay,  or is  required to withhold  from
distributions  to holders of Trust  Securities,  any additional taxes (including
withholding  taxes),  duties,  assessments  or other  governmental  charges as a
result  of a Tax  Event,  the  Company  will pay such  additional  amounts  (the
"Additional  Interest") on the Debt  Securities as shall be required so that the
net amounts  received and retained by the Trust for  distribution  to holders of
Trust Securities after paying all taxes (including  withholding taxes),  duties,
assessments or other governmental charges will be equal to the amounts the Trust
would have received and retained for distribution to holders of Trust Securities
after paying all taxes (including  withholding taxes on distributions to holders
of Trust Securities),  duties,  assessments or other governmental  charges if no
such additional taxes,  duties,  assessments or other  governmental  charges had
been  imposed.  Whenever in this  Indenture  or the Debt  Securities  there is a
reference in any context to the payment of  principal of or premium,  if any, or
interest on the Debt Securities, such mention shall be deemed to include mention
of payments of the  Additional  Interest  provided for in this  paragraph to the
extent that, in such context, Additional Interest is, was or would be payable in
respect thereof pursuant to the provisions of this paragraph and express mention
of the payment of Additional  Interest (if



                                      -21-
<PAGE>

applicable)  in any  provisions  hereof  shall  not be  construed  as  excluding
Additional Interest in those provisions hereof where such express mention is not
made;  provided,   however,  that,  notwithstanding  anything  to  the  contrary
contained in this Indenture or any Debt Security, the deferral of the payment of
interest during an Extension Period pursuant to Section 2.11 shall not defer the
payment of any Additional Interest that may be due and payable.

SECTION 3.07. Compliance with Consolidation Provisions.
              ----------------------------------------

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

SECTION 3.08. Limitation on Dividends.
              -----------------------

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



                                      -22-
<PAGE>

SECTION 3.09. Covenants as to the Trust.
              -------------------------

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

                                   ARTICLE IV

                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists.
              ----------------------

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

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

        (b) at such other times as the Trustee may request in writing, within 30
days after the  receipt by the  Company of any such  request,  a list of similar
form and  content as of a date not more than 15 days prior to the time such list
is  furnished,  except that no such lists need be  furnished  under this Section
4.01 so long as the Trustee is in possession  thereof by reason of its acting as
Debt Security registrar.

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

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

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



                                      -23-
<PAGE>

which such  applicants  propose to transmit,  then the Trustee shall within five
Business  Days after the  receipt of such  application,  at the  election of the
Company, either:

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

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

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

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



                                      -24-
<PAGE>

                                   ARTICLE V

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01. Events of Default.
              -----------------

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

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

        (b)  the  Company  defaults  in the  payment  of all or any  part of the
principal of (or premium,  if any, on) any Debt  Securities as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of acceleration pursuant to Section 5.01 of this Indenture or otherwise; or

        (c) the Company  defaults in the payment of any  interest  upon any Debt
Security when it becomes due and payable  following  the  nonpayment of any such
interest for 20 or more consecutive quarterly periods; or

        (d) the Company defaults in the performance of, or breaches,  any of its
covenants or agreements in Sections 3.06,  3.07,  3.08 or 3.09 of this Indenture
(other than a covenant  or  agreement  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 not less than 25% in  aggregate  principal
amount of the  outstanding  Debt  Securities,  a written notice  specifying such
default or breach and  requiring  it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

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

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



                                      -25-
<PAGE>

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


        If an Event of Default  specified  under clause (c) of this Section 5.01
occurs and is continuing with respect to the Debt Securities,  then, and in each
and every such case,  unless the  principal  of the Debt  Securities  shall have
already  become due and  payable,  either the Trustee or the holders of not less
than 25% in aggregate  principal  amount of the Debt Securities then outstanding
hereunder,  by notice in writing to the Company  (and to the Trustee if given by
Securityholders),  may declare the entire  principal of the Debt  Securities and
any premium and interest  accrued,  but unpaid,  thereon,  if any, to be due and
payable  immediately,  and upon  any such  declaration  the  same  shall  become
immediately due and payable.  If an Event of Default  specified under clause (e)
or (f) of this  Section  5.01  occurs,  then,  in each and every such case,  the
entire  principal  amount of the Debt  Securities  and any premium and  interest
accrued, but unpaid, thereon shall ipso facto become immediately due and payable
without further action. Notwithstanding anything to the contrary in this Section
5.01, if at any time during the period in which this Indenture  remains in force
and  effect,  the  Company  ceases  or  elects  to  cease to be  subject  to the
supervision  and  regulations  of the  Federal  Reserve,  OTS,  OCC  or  similar
regulatory  authority  overseeing  bank,  thrift,  savings and loan or financial
holding  companies  or similar  institutions  requiring  specifications  for the
treatment of capital similar in nature to the capital adequacy  guidelines under
the  Federal  Reserve  rules and  regulations,  then the first  sentence of this
paragraph shall be deemed to include clauses (a), (b) and (d) under this Section
5.01 as an Event of Default  resulting in an acceleration of payment of the Debt
Securities to the same extent as provided herein for clause (c).


        With respect to clause (d) of this Section 5.01, the Company agrees that
in the event of a breach by the Company of its covenants or agreements mentioned
therein,  any remedy at law or in damages may prove inadequate and therefore the
Company  agrees that the Trustee shall be entitled to injunctive  relief against
the Company in the event of any breach or threatened  breach by the Company,  in
addition to any other relief (including  damages) available to the Trustee under
this Indenture or under law.

        The foregoing provisions, however, are subject to the condition that if,
at any time  after  the  principal  of the Debt  Securities  shall  have been so
declared due and  payable,  and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided,  (i)
the Company shall pay or shall deposit with the Trustee a sum  sufficient to pay
all  matured  installments  of  interest  upon all the Debt  Securities  and all
payments on the Debt  Securities  which shall have become due otherwise  than by
acceleration (with interest upon all such payments and Deferred Interest, to the
extent  permitted  by law) and such  amount  as  shall  be  sufficient  to cover
reasonable  compensation  to the Trustee  and each  predecessor  Trustee,  their
respective  agents,  attorneys  and  counsel,  and all other  amounts due to the
Trustee  pursuant to Section  6.06, if any, and (ii) all Events of Default under
this  Indenture,  other than the  non-payment of the payments on Debt Securities
which shall have become due by  acceleration,  shall have been cured,  waived or
otherwise  remedied  as  provided  herein,  and in each and every  such case the
holders of a majority in aggregate  principal amount of the Debt



                                      -26-
<PAGE>

Securities  then  outstanding,  by  written  notice  to the  Company  and to the
Trustee,  may waive all defaults and rescind and annul such  declaration and its
consequences,  but no such waiver or rescission and annulment shall extend to or
shall  affect  any  subsequent  default  or shall  impair  any right  consequent
thereon; provided, however, that if the Debt Securities are held by the Trust or
a trustee of the Trust,  such waiver or rescission  and  annulment  shall not be
effective until the holders of a majority in aggregate liquidation amount of the
outstanding  Capital Securities of the Trust shall have consented to such waiver
or rescission and annulment.

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

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

        The Company  covenants  that upon the  occurrence of an Event of Default
pursuant to clause 5.01(a),  5.01(b) or 5.01(c), and upon demand of the Trustee,
the Company will pay to the Trustee,  for the benefit of the holders of the Debt
Securities,  the whole amount that then shall have become due and payable on all
Debt Securities including Deferred Interest accrued on the Debt Securities; and,
in addition  thereto,  such further  amount as shall be  sufficient to cover the
costs and expenses of  collection,  including a reasonable  compensation  to the
Trustee,  its agents,  attorneys  and counsel,  and any other amounts due to the
Trustee under Section 6.06. In case the Company shall fail forthwith to pay such
amounts  upon such  demand,  the  Trustee,  in its own name and as trustee of an
express  trust,  shall be entitled and  empowered  to  institute  any actions or
proceedings  at law or in  equity  for  the  collection  of the  sums so due and
unpaid,  and may  prosecute  any such action or  proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on such Debt  Securities and collect in the manner provided by
law out of the  property  of the  Company  or any  other  obligor  on such  Debt
Securities wherever situated the moneys adjudged or decreed to be payable.

        In case there shall be pending proceedings for the bankruptcy or for the
reorganization  of the Company or any other obligor on the Debt Securities under
Bankruptcy  Law, or in case a receiver or trustee shall have been  appointed for
the property of the Company or such other  obligor,  or in the case of any other
similar judicial  proceedings  relative to the Company or other obligor upon the
Debt  Securities,  or to the  creditors or property of the Company or such other
obligor,  the  Trustee,  irrespective  of  whether  the  principal  of the  Debt
Securities shall then be due and payable as therein  expressed or by declaration
of acceleration or otherwise and  irrespective of whether the Trustee shall have
made any demand  pursuant  to the  provisions  of this  Section  5.02,  shall be
entitled and empowered,  by  intervention in such  proceedings or otherwise,  to
file and prove a claim or claims for the whole amount of principal  and interest
owing and unpaid in respect of the Debt  Securities and, in case of any judicial
proceedings,  to file such proofs of claim and other  papers or documents as may
be necessary or advisable in order to have the claims of the Trustee  (including
any  claim for  reasonable  compensation  to the  Trustee  and each  predecessor
Trustee,   and  their  respective  agents,   attorneys



                                      -27-
<PAGE>

and counsel, and for reimbursement of all other amounts due to the Trustee under
Section 6.06) and of the  Securityholders  allowed in such judicial  proceedings
relative to the Company or any other obligor on the Debt  Securities,  or to the
creditors or property of the Company or such other obligor, unless prohibited by
applicable  law and  regulations,  to vote on behalf of the  holders of the Debt
Securities  in any  election of a trustee or a standby  trustee in  arrangement,
reorganization,  liquidation  or other  bankruptcy or insolvency  proceedings or
Person performing  similar functions in comparable  proceedings,  and to collect
and  receive any moneys or other  property  payable or  deliverable  on any such
claims,  and to  distribute  the same after the  deduction  of its  charges  and
expenses; and any receiver,  assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Securityholders to make such payments to the
Trustee,  and, in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders,  to pay to the Trustee such amounts as
shall be  sufficient  to cover  reasonable  compensation  to the  Trustee,  each
predecessor Trustee and their respective agents,  attorneys and counsel, and all
other amounts due to the Trustee under Section 6.06.

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

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

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

SECTION 5.03. Application of Moneys Collected by Trustee.
              ------------------------------------------

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

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

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


                                      -28-
<PAGE>

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

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

SECTION 5.04. Proceedings by Securityholders.
              ------------------------------

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

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

SECTION 5.05. Proceedings by Trustee.
              ----------------------

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

SECTION 5.06. Remedies Cumulative and Continuing.
              ----------------------------------

        Except as otherwise  provided in Section  2.06,  all powers and remedies
given by this Arti8cle V to the Trustee or to the Securityholders  shall, to the
extent  permitted by law, be deemed  cumulative  and not  exclusive of any other
powers  and  remedies  available  to the  Trustee  or the  holders  of the  Debt
Securities,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise  established  with  respect  to the Debt  Securities,  and no delay or
omission  of the  Trustee  or of any  holder  of any of the Debt  Securities  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing as aforesaid shall impair any such right or power, or



                                      -29-
<PAGE>

shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and, subject to the provisions of Section 5.04, every power and remedy
given by this Article V or by law to the Trustee or to the  Securityholders  may
be exercised  from time to time, and as often as shall be deemed  expedient,  by
the Trustee or by the Securityholders.

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

        The  holders of a majority  in  aggregate  principal  amount of the Debt
Securities  affected  (voting as one class) at the time  outstanding and, if the
Debt Securities are held by the Trust or a trustee of the Trust,  the holders of
a majority in aggregate liquidation amount of the outstanding Capital Securities
of the  Trust  shall  have the right to direct  the  time,  method  and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any  trust  or  power  conferred  on the  Trustee  with  respect  to  such  Debt
Securities; provided, however, that if the Debt Securities are held by the Trust
or a trustee of the Trust, such time, method and place or such exercise,  as the
case may be, may not be so directed until the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the Trust shall have
directed  such  time,  method  and place or such  exercise,  as the case may be;
provided,  further, that (subject to the provisions of Section 6.01) the Trustee
shall  have the right to decline to follow  any such  direction  if the  Trustee
being advised by counsel shall  determine  that the action so directed  would be
unjustly  prejudicial to the holders not taking part in such direction or if the
Trustee  being  advised by counsel  determines  that the action or proceeding so
directed  may not lawfully be taken or if a  Responsible  Officer of the Trustee
shall  determine  that the action or  proceedings  so directed would involve the
Trustee in personal liability. Prior to any declaration of acceleration, or ipso
facto  acceleration,  of the maturity of the Debt  Securities,  the holders of a
majority  in  aggregate  principal  amount  of the Debt  Securities  at the time
outstanding may on behalf of the holders of all of the Debt Securities waive (or
modify any  previously  granted  waiver of) any past default or Event of Default
and its  consequences,  except a default  (a) in the  payment of  principal  of,
premium,  if any, or interest on any of the Debt  Securities,  (b) in respect of
covenants or provisions  hereof which cannot be modified or amended  without the
consent of the holder of each Debt Security  affected,  or (c) in respect of the
covenants  contained  in  Section  3.09;  provided,  however,  that if the  Debt
Securities  are held by the  Trust or a trustee  of the  Trust,  such  waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority in Liquidation  Amount of the Trust  Securities of the Trust shall have
consented to such waiver or modification to such waiver; provided, further, that
if the consent of the holder of each outstanding Debt Security is required, such
waiver or  modification  to such waiver shall not be effective until each holder
of the outstanding  Capital Securities of the Trust shall have consented to such
waiver or modification  to such waiver.  Upon any such waiver or modification to
such waiver,  the Default or Event of Default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities  shall be restored to their former  positions and
rights  hereunder,  respectively;  but no such  waiver or  modification  to such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right  consequent  thereon.  Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.07, said Default
or Event of  Default  shall for all  purposes  of the Debt  Securities  and this
Indenture be deemed to have been cured and to be not continuing.

                                      -30-
<PAGE>



SECTION 5.08. Notice of Defaults.
              ------------------

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

SECTION 5.09. Undertaking to Pay Costs.
              ------------------------

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

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee.
              --------------------------------------

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



                                      -31-
<PAGE>

person  would  exercise  or use under the  circumstances  in the conduct of such
person's own affairs.

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

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

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

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

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

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

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

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



                                      -32-
<PAGE>

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

SECTION 6.02. Reliance on Documents, Opinions, etc.
              -------------------------------------

        Except as otherwise provided in Section 6.01:

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

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

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

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

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

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



                                      -33-
<PAGE>

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

SECTION 6.03. No Responsibility for Recitals, etc.
              -------------------------------------

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

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

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

SECTION 6.05. Moneys to be Held in Trust.
              --------------------------

        Subject to the provisions of Section 12.04,  all moneys  received by the
Trustee or any Paying Agent shall, until used or applied as herein provided,  be
held in trust for the  purpose  for which  they were  received,  but need not be
segregated  from other funds  except to the extent  required by law. The Trustee
and any Paying  Agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of  Default  shall  have  occurred  and be  continuing,  all
interest allowed on any such moneys,  if any, shall be paid from time to time to
the Company upon the written order of the Company, signed by the Chairman of the
Board  of  Directors,  the  President,  the  Chief  Operating  Officer,  a  Vice
President, the Treasurer or an Assistant Treasurer of the Company. SECTION 6.06.
Compensation and Expenses of Trustee.

        Other  than as  provided  in the Fee  Agreement  of even  date  herewith
between Cohen Bros. & Company, the Trustee, the Company and Delaware Trustee (as
defined in the  Declaration),  the  Company  covenants  and agrees to pay to the
Trustee  from  time  to  time,  and the  Trustee  shall  be  entitled  to,  such
compensation  as shall be agreed  to in  writing  between  the  Company  and the
Trustee  (which  shall not be limited by any  provision  of law in regard to the
compensation  of a trustee of an express  trust),  and the  Company  will pay or
reimburse  the Trustee upon its written  request for all  documented  reasonable
expenses,  disbursements  and  advances  incurred  or  made  by the  Trustee  in
accordance  with  any  of  the  provisions  of  this  Indenture  (including  the
reasonable  compensation  and the reasonable  expenses and  disbursements of its
counsel and of all Persons not regularly in its employ) except any such



                                      -34-
<PAGE>

expense,  disbursement  or advance  that  arises  from its  negligence,  willful
misconduct  or bad faith.  The Company also  covenants to indemnify  each of the
Trustee (including in its individual  capacity) and any predecessor Trustee (and
its  officers,  agents,  directors and  employees)  for, and to hold it harmless
against, any and all loss, damage,  claim,  liability or expense including taxes
(other than taxes based on the income of the Trustee), except to the extent such
loss, damage, claim,  liability or expense results from the negligence,  willful
misconduct or bad faith of such indemnitee, arising out of or in connection with
the acceptance or administration of this Trust, including the costs and expenses
of  defending  itself  against  any  claim or  liability  in the  premises.  The
obligations  of the Company under this Section 6.06 to compensate  and indemnify
the  Trustee  and to pay or  reimburse  the  Trustee  for  documented  expenses,
disbursements and advances shall constitute additional  indebtedness  hereunder.
Such additional  indebtedness shall be secured by (and the Company hereby grants
and pledges to the Trustee) a lien prior to that of the Debt Securities upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the benefit of the holders of particular Debt Securities.

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

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

        Notwithstanding  anything in this  Indenture or any Debt Security to the
contrary,  the Trustee shall have no  obligation  whatsoever to advance funds to
pay any  principal  of or interest on or other  amounts with respect to the Debt
Securities or otherwise advance funds to or on behalf of the Company.

SECTION 6.07. Officers' Certificate as Evidence.
              ---------------------------------

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

SECTION 6.08. Eligibility of Trustee.
              ----------------------

        The  Trustee  hereunder  shall at all times be a U.S.  Person  that is a
banking corporation or national  association  organized and doing business under
the laws of the United States of America or any state thereof or of the District
of Columbia and authorized  under such



                                      -35-
<PAGE>

laws to exercise  corporate trust powers,  having a combined capital and surplus
of at least fifty million U.S. dollars  ($50,000,000) and subject to supervision
or examination by federal,  state,  or District of Columbia  authority.  If such
corporation  or national  association  publishes  reports of  condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining  authority,  then for the  purposes of this  Section 6.08 the combined
capital and surplus of such corporation or national  association shall be deemed
to be its combined  capital and surplus as set forth in its most recent  records
of condition so published.

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

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

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

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

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

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

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



                                      -36-
<PAGE>

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

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

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

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

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

SECTION 6.10. Acceptance by Successor.
              -----------------------

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



                                      -37-
<PAGE>

hereunder.  Upon  reasonable  request of any such  successor,  the Company shall
execute any and all instruments in writing for more fully and certainly  vesting
in and  confirming  to such  successor  all such  rights and  powers.  Any party
ceasing to act shall,  nevertheless,  retain a lien upon all  property  or funds
held or collected  to secure any amounts then due it pursuant to the  provisions
of Section 6.06.

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

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

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

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

SECTION 6.11. Succession by Merger, etc.
              --------------------------


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

        In case at the time such  successor to the Trustee  shall succeed to the
trusts  created by this  Indenture  any of the Debt  Securities  shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor  Trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Debt Securities  either in the name of any predecessor  hereunder or in the
name of the



                                      -38-
<PAGE>

successor  Trustee;  and in all such cases such certificates shall have the full
force which it is anywhere in the Debt Securities or in this Indenture  provided
that the  certificate  of the Trustee shall have;  provided,  however,  that the
right to adopt the certificate of authentication  of any predecessor  Trustee or
authenticate Debt Securities in the name of any predecessor  Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

SECTION 6.12.     Authenticating Agents.
                  ---------------------

        There may be one or more Authenticating  Agents appointed by the Trustee
upon the request of the  Company  with power to act on its behalf and subject to
its direction in the  authentication and delivery of Debt Securities issued upon
exchange  or  registration  of  transfer  thereof  as fully to all  intents  and
purposes as though any such Authenticating  Agent had been expressly  authorized
to authenticate  and deliver Debt Securities;  provided,  that the Trustee shall
have no liability to the Company for any acts or omissions of the Authenticating
Agent with respect to the  authentication  and delivery of Debt Securities.  Any
such  Authenticating  Agent shall at all times be a Person  organized  and doing
business  under  the laws of the  United  States  or of any  state or  territory
thereof or of the  District  of  Columbia  authorized  under such laws to act as
Authenticating  Agent,  having  a  combined  capital  and  surplus  of at  least
$50,000,000  and being subject to supervision or examination by federal,  state,
territorial or District of Columbia authority.  If such Person publishes reports
of  condition  at least  annually  pursuant to law or the  requirements  of such
authority,  then for the purposes of this Section 6.12 the combined  capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  it shall resign  immediately in the manner and with
the effect herein specified in this Section.

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

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



                                      -39-
<PAGE>

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

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Action by Securityholders.
              -------------------------

        Whenever  in  this  Indenture  it is  provided  that  the  holders  of a
specified  percentage in aggregate  principal  amount of the Debt  Securities or
aggregate  Liquidation  Amount of the  Capital  Securities  may take any  action
(including  the  making of any  demand or  request,  the  giving of any  notice,
consent or waiver or the taking of any other action),  the fact that at the time
of taking any such action the holders of such specified  percentage  have joined
therein may be evidenced (a) by any  instrument or any number of  instruments of
similar tenor executed by such Securityholders or holders of Capital Securities,
as the case may be, in person or by agent or proxy appointed in writing,  or (b)
by the record of such holders of Debt Securities  voting in favor thereof at any
meeting of such  Securityholders  duly  called and held in  accordance  with the
provisions of Article VIII or of such holders of Capital  Securities duly called
and held in  accordance  with the  provisions  of the  Declaration,  or (c) by a
combination  of such  instrument  or  instruments  and any such record of such a
meeting of such  Securityholders or holders of Capital  Securities,  as the case
may be, or (d) by any other method the Trustee deems satisfactory.

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



                                      -40-
<PAGE>

SECTION 7.02. Proof of Execution by Securityholders.
              -------------------------------------

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

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

SECTION 7.03. Who Are Deemed Absolute Owners.
              ------------------------------

        Prior  to due  presentment  for  registration  of  transfer  of any Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any transfer agent and any Debt Security  registrar may deem the Person in whose
name such Debt Security shall be registered  upon the Debt Security  Register to
be, and may treat  such  Person as,  the  absolute  owner of such Debt  Security
(whether  or not  such  Debt  Security  shall be  overdue)  for the  purpose  of
receiving  payment of or on account of the  principal of,  premium,  if any, and
interest  on such Debt  Security  and for all other  purposes;  and  neither the
Company nor the Trustee nor any  Authenticating  Agent nor any Paying  Agent nor
any  transfer  agent nor any Debt  Security  registrar  shall be affected by any
notice to the  contrary.  All such  payments  so made to any holder for the time
being or upon such holder's order shall be valid,  and, to the extent of the sum
or sums so paid,  effectual to satisfy and  discharge  the  liability for moneys
payable upon any such Debt Security.

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

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



                                      -41-
<PAGE>

SECTION 7.05. Revocation of Consents; Future Securityholders Bound.
              ----------------------------------------------------

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

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings.
              --------------------

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

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

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

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

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

SECTION 8.02. Call of Meetings by Trustee.
              ---------------------------

        The  Trustee may at any time call a meeting of  Securityholders  to take
any action  specified in Section 8.01, to be held at such time and at such place
in The City of New York,  the Borough of Manhattan,  or Houston,  Texas,  as the
Trustee shall determine. Notice of every



                                      -42-
<PAGE>

meeting  of the  Securityholders,  setting  forth the time and the place of such
meeting and in general  terms the action  proposed to be taken at such  meeting,
shall be mailed to holders of Debt  Securities  affected at their  addresses  as
they shall appear on the Debt Securities  Register.  Such notice shall be mailed
not less than 20 nor more than 180 days prior to the date fixed for the meeting.

SECTION 8.03. Call of Meetings by Company or Securityholders.
               ----------------------------------------------

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

SECTION 8.04. Qualifications for Voting.
              -------------------------

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

SECTION 8.05. Regulations.
              -----------

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

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

        Subject to the provisions of Section 7.04, at any meeting each holder of
Debt  Securities  with  respect  to which  such  meeting  is being held or proxy
therefor shall be entitled to one vote for each $1,000  principal amount of Debt
Securities held or represented by such holder;  provided,  however, that no vote
shall  be cast or  counted  at any  meeting  in  respect  of any  Debt  Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of Debt



                                      -43-
<PAGE>

Securities  held by such chairman or  instruments  in writing as aforesaid  duly
designating   such   chairman   as  the  Person  to  vote  on  behalf  of  other
Securityholders.  Any meeting of  Securityholders  duly  called  pursuant to the
provisions  of  Section  8.02 or 8.03 may be  adjourned  from  time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

SECTION 8.06. Voting.
              ------

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

SECTION 8.07. Quorum; Actions.
              ---------------

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



                                      -44-
<PAGE>

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

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

SECTION 8.08. Written Consent Without a Meeting.
              ---------------------------------

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures without Consent of Securityholders.
              ----------------------------------------------------------

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

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

        (b) to add to the  covenants  of the  Company  such  further  covenants,
restrictions  or conditions for the protection of the holders of Debt Securities
as the Board of Directors shall consider to be for the protection of the holders
of such Debt  Securities,  and to make the  occurrence,  or the  occurrence  and
continuance,  of a Default in any of such additional



                                      -45-
<PAGE>

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

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

        (d) to add to,  delete  from,  or revise  the terms of Debt  Securities,
including,  without  limitation,  any terms relating to the issuance,  exchange,
registration or transfer of Debt  Securities,  including to provide for transfer
procedures and  restrictions  substantially  similar to those  applicable to the
Capital  Securities,  as required by Section 2.05 (for purposes of assuring that
no registration of Debt Securities is required under the Securities Act of 1933,
as  amended);  provided,  that any such action  shall not  adversely  affect the
interests  of the  holders of the Debt  Securities  then  outstanding  (it being
understood,  for purposes of this proviso,  that transfer  restrictions  on Debt
Securities substantially similar to those applicable to Capital Securities shall
not be deemed to adversely affect the holders of the Debt Securities);

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

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

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

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

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



                                      -46-
<PAGE>

SECTION 9.02. Supplemental Indentures with Consent of Securityholders.
              -------------------------------------------------------

        With the consent  (evidenced as provided in Section 7.01) of the holders
of not less than a majority in aggregate principal amount of the Debt Securities
at the time outstanding  affected by such supplemental  indenture,  the Company,
when authorized by a Board Resolution, and the Trustee may from time to time and
at any time enter into an indenture or  indentures  supplemental  hereto  (which
shall  conform to the  provisions  of the Trust  Indenture  Act, then in effect,
applicable to  indentures  qualified  thereunder)  for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture or of any  supplemental  indenture or of modifying in any manner
the rights of the holders of the Debt  Securities;  provided,  however,  that no
such  supplemental  indenture  shall without such consent of the holders of each
Debt Security then outstanding and affected thereby (i) change the Maturity Date
of any Debt  Security,  or reduce the  principal  amount  thereof or any premium
thereon, or reduce the rate (or manner of calculation of the rate) or extend the
time of payment of interest  thereon,  or reduce  (other than as a result of the
maturity or earlier  redemption of any such Debt Security in accordance with the
terms of this  Indenture  and such Debt  Security)  or  increase  the  aggregate
principal  amount of Debt  Securities  then  outstanding,  or change  any of the
redemption provisions,  or make the principal thereof or any interest or premium
thereon  payable in any coin or currency  other than United States  Dollars,  or
impair or affect the right of any  Securityholder  to institute suit for payment
thereof or impair the right of  repayment,  if any, at the option of the holder,
or (ii) reduce the aforesaid  percentage of Debt Securities the holders of which
are  required  to  consent to any such  supplemental  indenture;  and  provided,
further,  that if the Debt Securities are held by the Trust or a trustee of such
trust, such supplemental indenture shall not be effective until the holders of a
majority in Liquidation Amount of the outstanding  Capital Securities shall have
consented to such supplemental indenture; provided, further, that if the consent
of the  Securityholder  of each  outstanding  Debt  Security is  required,  such
supplemental  indenture  shall  not  be  effective  until  each  holder  of  the
outstanding  Capital  Securities  shall  have  consented  to  such  supplemental
indenture.

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

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



                                      -47-
<PAGE>

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

SECTION 9.03. Effect of Supplemental Indentures.
              ---------------------------------

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

SECTION 9.04. Notation on Debt Securities.
              ---------------------------

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

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

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

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

SECTION 10.01. Optional Redemption.
               -------------------

        At any time the Company shall have the right,  subject to the receipt by
the Company of prior  approval from any regulatory  authority with  jurisdiction
over the Company if such  approval is then  required  under  applicable  capital
guidelines  or  policies  of such  regulatory  authority,  to  redeem  the  Debt
Securities,  in whole or (provided that all accrued and unpaid interest has been
paid on all Debt Securities for all Interest Periods  terminating on or prior to


                                      -48-
<PAGE>

such date) from time to time in part, on any March 15, June 15,  September 15 or
December 15 on or after  September  15,  2010 (the  "Redemption  Date"),  at the
Redemption Price. SECTION 10.02. Special Event Redemption.

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

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

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

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

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

        The Company will give the Trustee  notice not less than 45 nor more than
60 days prior to the  Redemption  Date as to the  Redemption  Price at which the
Debt  Securities are to be redeemed and the aggregate  principal  amount of Debt
Securities to be redeemed and the Trustee



                                      -49-
<PAGE>

shall select, in such manner as in its sole discretion it shall deem appropriate
and fair,  the Debt  Securities  or portions  thereof (in integral  multiples of
$1,000) to be redeemed.

SECTION 10.04. Payment of Debt Securities Called for Redemption.
               ------------------------------------------------

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

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

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

        Nothing  contained  in this  Indenture or in the Debt  Securities  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
corporation  or  corporations  (whether or not  affiliated  with the Company) or
successive  consolidations  or mergers in which the Company or its  successor or
successors shall be a party or parties,  or shall prevent any sale,  conveyance,
transfer or other  disposition  of all or  substantially  all of the property or
capital  stock of the  Company  or its  successor  or  successors  to any  other
corporation  (whether or not  affiliated  with the Company,  or its successor or
successors) authorized to acquire and operate the same; provided,  however, that
the Company hereby  covenants and agrees that, (i) upon any such  consolidation,
merger (where the Company is not the surviving  corporation),  sale, conveyance,
transfer or other  disposition,  the  successor  entity  shall be a  corporation
organized and existing  under the laws of the United States or any state thereof
or the District of Columbia  (unless such corporation has (1) agreed to make all
payments due in respect of the Debt Securities or, if  outstanding,  the Capital
Securities and Capital  Securities  Guarantee  without  withholding or deduction
for,  or on account of, any taxes,  duties,  assessments  or other  governmental
charges under the laws or regulations of the  jurisdiction  of  organization  or
residence (for tax purposes) of such corporation or any political subdivision or
taxing authority  thereof or therein unless required by applicable law, in which
case such corporation shall have agreed to pay such



                                      -50-
<PAGE>

additional  amounts as shall be required so that the net  amounts  received  and
retained by the holders of such Debt  Securities or Capital  Securities,  as the
case may be, after payment of all taxes (including  withholding taxes),  duties,
assessments  or other  governmental  charges,  will be equal to the amounts that
such holders  would have  received  and  retained  had no such taxes  (including
withholding  taxes),  duties,  assessments  or other  governmental  charges been
imposed,  (2)  irrevocably  and  unconditionally  consented and submitted to the
jurisdiction of any United States federal court or New York state court, in each
case located in The City of New York,  Borough of  Manhattan,  in respect of any
action,  suit or proceeding against it arising out of or in connection with this
Indenture,  the  Debt  Securities,  the  Capital  Securities  Guarantee  or  the
Declaration and irrevocably and  unconditionally  waived,  to the fullest extent
permitted by law, any objection to the laying of venue in any such court or that
any such action,  suit or proceeding has been brought in an  inconvenient  forum
and (3)  irrevocably  appointed  an agent in The City of New York for service of
process in any action,  suit or proceeding  referred to in clause (2) above) and
such corporation  expressly  assumes all of the obligations of the Company under
the Debt Securities,  this Indenture,  the Capital Securities  Guarantee and the
Declaration  and (ii) after  giving  effect to any such  consolidation,  merger,
sale, conveyance,  transfer or other disposition, no Default or Event of Default
shall have occurred and be continuing.

SECTION 11.02. Successor Entity to be Substituted.
               ----------------------------------

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

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

        The Trustee,  subject to the provisions of Sections 6.01 and 6.02, shall
receive,  in  addition to the Opinion of Counsel  required by Section  9.05,  an
Opinion of Counsel as



                                      -51-
<PAGE>

conclusive evidence that any consolidation,  merger, sale, conveyance,  transfer
or other disposition, and any assumption,  permitted or required by the terms of
this Article XI complies with the provisions of this Article XI.

                                  ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01. Discharge of Indenture.
               ----------------------

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

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

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


                                      -52-
<PAGE>

SECTION 12.03.    Paying Agent to Repay Moneys Held.
                  ---------------------------------

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

SECTION 12.04.  Return of Unclaimed Moneys.
                --------------------------

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

                                  ARTICLE XIII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

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

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

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

SECTION 14.01.  Successors.
                ----------

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


                                      -53-
<PAGE>

SECTION 14.02.  Official Acts by Successor Entity.
                ---------------------------------

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

SECTION 14.03.  Surrender of Company Powers.
                ---------------------------

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

SECTION 14.04.  Addresses for Notices, etc.
                ---------------------------

        Any  notice  or  demand  which by any  provision  of this  Indenture  is
required  or  permitted  to be  given  or  served  by  the  Trustee  or  by  the
Securityholders on the Company may be given or served in writing, duly signed by
the party giving such notice, and shall be delivered, telecopied (which telecopy
shall be followed by notice  delivered  or mailed by first class mail) or mailed
by first class mail to the Company at:

                               FMB Equibanc, Inc.
                              201 North Main Street
                            Statesboro, Georgia 30458
                           Attention: Dwayne E. Rocker

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

                          600 Travis Street, 50th Floor
                              Houston, Texas 77002
         Attn: Worldwide Securities Services - FMB 2005 Capital Trust I

SECTION 14.05.  Governing Law.
                -------------

        This  Indenture and the Debt  Securities  shall each be governed by, and
construed in accordance with, the laws of the State of New York,  without regard
to conflict of laws  principles  of said State other than Section  5-1401 of the
New York General Obligations Law.

SECTION 14.06.  Evidence of Compliance with Conditions Precedent.
                ------------------------------------------------

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



                                      -54-
<PAGE>

have been  complied  with (except that no such Opinion of Counsel is required to
be furnished to the Trustee in connection with the  authentication  and issuance
of Debt Securities issued on the date of this Indenture).

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

SECTION 14.07.  Non-Business Days.
                -----------------

        Notwithstanding  anything  to  the  contrary  contained  herein,  if any
Interest  Payment Date,  other than on the Maturity Date, any Redemption Date or
the Special Redemption Date, falls on a day that is not a Business Day, then any
interest  payable will be paid on, and such Interest  Payment Date will be moved
to, the next  succeeding  Business Day, and additional  interest will accrue for
each day that such payment is delayed as a result thereof. If the Maturity Date,
any Redemption Date or the Special  Redemption Date falls on a day that is not a
Business Day, then the principal,  premium,  if any, and/or interest  payable on
such date will be paid on the next  succeeding  Business  Day, and no additional
interest  will accrue in respect of such  payment  made on such next  succeeding
Business Day.

SECTION 14.08.  Table of Contents, Headings, etc.
                ---------------------------------

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

SECTION 14.09.  Execution in Counterparts.
                -------------------------

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

SECTION 14.10.  Severability.
                ------------

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



                                      -55-
<PAGE>

SECTION 14.11.  Assignment.
                ----------

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

SECTION 14.12.  Acknowledgment of Rights.
                ------------------------

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

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.  Agreement to Subordinate.
                ------------------------

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

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



                                      -56-
<PAGE>

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

SECTION 15.02.  Default on Senior Indebtedness.
                ------------------------------

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

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

SECTION 15.03.  Liquidation; Dissolution; Bankruptcy.
                ------------------------------------

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


                                      -57-
<PAGE>

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

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

SECTION 15.04.  Subrogation.
                -----------

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



                                      -58-
<PAGE>

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

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

SECTION 15.05.  Trustee to Effectuate Subordination.
                -----------------------------------

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

SECTION 15.06.  Notice by the Company.
                ---------------------

        The Company shall give prompt written notice to a Responsible Officer of
the  Trustee  at the  Principal  Office of the  Trustee of any fact known to the
Company  that would  prohibit  the making of any  payment of moneys to or by the
Trustee in respect of the Debt  Securities  pursuant to the  provisions  of this
Article  XV.  Notwithstanding  the  provisions  of this  Article XV or any other
provision of this Indenture or any Additional Provisions,  the Trustee shall not
be charged with  knowledge of the existence of any facts that would prohibit the
making of any  payment  of moneys to or by the  Trustee  in  respect of the Debt
Securities  pursuant to the  provisions  of this Article XV,  unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have received  written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor;  and before the receipt of any
such written  notice,  the Trustee,  subject to the  provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section  15.06 at least two Business Days prior to the date
upon  which by the terms  hereof any money may become  payable  for any



                                      -59-
<PAGE>

purpose  (including,  without  limitation,  the payment of the  principal of (or
premium,  if any) or  interest  on any Debt  Security),  then,  anything  herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority  to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

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

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

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

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

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

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

        No right of any present or future holder of any Senior  Indebtedness  of
the Company to enforce subordination as herein provided shall at any time in any
way be  prejudiced  or  impaired by any act or failure to act on the part of the
Company,  or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company, with the terms,



                                      -60-
<PAGE>

provisions and covenants of this Indenture,  regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.

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

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




                                      -61-
<PAGE>

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

                                   FMB EQUIBANC, INC.


                                   By:  /s/ Charles R. Nessmith
                                      -----------------------------------------

                                   Name: Charles R. Nessmith
                                        ---------------------------------------
                                   Title:  President & CEO
                                         --------------------------------------



                                   JPMORGAN CHASE BANK, NATIONAL
                                   ASSOCIATION, AS TRUSTEE


                                   By:  /s/ Shelly A. Sterling
                                      -----------------------------------------

                                   Name:   Shelly A. Sterling
                                        ---------------------------------------
                                   Title:  Vice President
                                         --------------------------------------




                                      -62-
<PAGE>

                                    EXHIBIT A

                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2035

                           [FORM OF FACE OF SECURITY]

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

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

        THE  HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,



                                      A-1
<PAGE>

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

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

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

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


                                      A-2
<PAGE>


               Form of Junior Subordinated Debt Security due 2035

                                       of

                               FMB Equibanc, Inc.

        FMB Equibanc,  Inc., a bank holding company incorporated in Georgia (the
"Company"),  for value received promises to pay to JPMorgan Chase Bank, National
Association,  not in its individual capacity but solely as Institutional Trustee
for FMB 2005 Capital  Trust I, a Delaware  statutory  trust (the  "Holder"),  or
registered  assigns,  the principal sum of Four Million One Hundred  Twenty Four
Thousand Dollars on September 15, 2035 and to pay interest on said principal sum
from August 4, 2005,  or from the most recent  interest  payment date (each such
date,  an  "Interest  Payment  Date")  to which  interest  has been paid or duly
provided for,  quarterly (subject to deferral as set forth herein) in arrears on
March  15,  June  15,  September  15 and  December  15 of each  year  commencing
September  15,  2005,  at the rate of 6.09% (the  "Fixed  Rate") per annum until
September  15, 2010 (the "Fixed Rate  Period") and  thereafter at a variable per
annum  rate  equal to LIBOR  (as  defined  in the  Indenture)  plus  1.57%  (the
"Variable Rate" and together with the Fixed Rate the "Interest Rate") (provided,
however,  that the Interest Rate for any Interest  Payment Period may not exceed
the  highest  rate  permitted  by New York law,  as the same may be  modified by
United States law of general  applicability)  until the  principal  hereof shall
have  become  due  and  payable,  and  on any  overdue  principal  and  (without
duplication and to the extent that payment of such interest is enforceable under
applicable  law) on any overdue  installment of interest at an annual rate equal
to the  Interest  Rate in  effect  for each  such  Extension  Period  compounded
quarterly.  The amount of interest payable on any Interest Payment Date shall be
computed  during the Fixed Rate Period on the basis of a 360-day  year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the  number  of days  elapsed  in a 360 day year of  twelve  30-day
months,  and  thereafter on the basis of a 360-day year and the actual number of
days elapsed in the relevant  interest period.  Notwithstanding  anything to the
contrary  contained  herein,  if any Interest  Payment  Date,  other than on the
Maturity Date, any Redemption Date or the Special  Redemption  Date,  falls on a
day that is not a Business Day,  then any interest  payable will be paid on, and
such Interest  Payment Date will be moved to, the next succeeding  Business Day,
and additional interest will accrue for each day that such payment is delayed as
a result  thereof.  If the Maturity  Date,  any  Redemption  Date or the Special
Redemption  Date falls on a day that is not a Business Day, then the  principal,
premium,  if any, and/or interest  payable on such date will be paid on the next
succeeding  Business Day, and no  additional  interest will accrue in respect of
such payment made on such next succeeding Business Day. The interest installment
so payable,  and punctually  paid or duly provided for, on any Interest  Payment
Date will,  as  provided in the  Indenture,  be paid to the Person in whose name
this Debt Security (or one or more  Predecessor  Securities,  as defined in said
Indenture) is registered at the close of business on the regular record date for
such  interest  installment,  except that  interest  and any  Deferred  Interest
payable on the  Maturity  Date shall be paid to the Person to whom  principal is
paid. Any such interest  installment  not  punctually  paid or duly provided for
shall  forthwith  cease to be payable to the registered  holders on such regular
record date and may be paid to the Person in whose name this Debt  Security  (or
one or more  Predecessor Debt Securities) is registered at the close of business
on a special  record  date to be fixed by the  Trustee  for the  payment of such
defaulted  interest,  notice whereof shall be given to the registered holders of
the Debt Securities not less than 10 days prior to such special



                                      A-3
<PAGE>

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

        Upon  submission of Notice (as defined in the  Indenture) and so long as
it is acting  in good  faith,  and so long as no Event of  Default  pursuant  to
paragraphs  (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is
continuing  the  Company  shall  have the right,  from time to time and  without
causing  an  Event  of  Default,  to  defer  payments  of  interest  on the Debt
Securities by extending the interest  distribution period on the Debt Securities
at any time and from time to time during the term of the Debt Securities, for up
to 20 consecutive  quarterly periods (each such extended  interest  distribution
period, an "Extension Period"),  during which Extension Period no interest shall
be due and payable (except any Additional Interest that may be due and payable).
During  any  Extension  Period,  interest  will  continue  to accrue on the Debt
Securities,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Interest Rate applicable  during such Extension Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been
payable were it not for the Extension Period, to the extent permitted by law. No
Extension  Period may end on a date other than an Interest  Payment Date. At the
end of any such  Extension  Period the Company  shall pay all Deferred  Interest
then  accrued  and unpaid on the Debt  Securities;  provided,  however,  that no
Extension  Period may extend beyond the Maturity Date,  any Redemption  Date (to
the extent  redeemed),  or any Special  Redemption Date; and provided,  further,
however,  during any such Extension  Period,  the Company may not (i) declare or
pay any dividends or distributions on, or redeem,  purchase,  acquire, or make a
liquidation  payment with respect to, any of the Company's capital stock or (ii)
make any payment of  principal  of or premium,  if any, or interest on or repay,
repurchase or redeem any debt  securities of the Company that rank pari passu in
all respects with or junior in interest to the Debt Securities or (iii) make any
payment under any guarantees of the Company that rank in all respects pari passu
with or junior in respect to the Capital  Securities  Guarantee  (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company (A) in connection  with any employment  contract,  benefit plan or other
similar arrangement with or for the benefit of one or more employees,  officers,
directors or  consultants,  (B) in connection  with a dividend  reinvestment  or
stockholder  stock  purchase  plan or (C) in  connection  with the  issuance  of
capital stock of the Company (or securities  convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the  applicable  Extension  Period,  (b) as a result  of any  exchange,
reclassification,  combination  or  conversion  of any  class or  series  of the
Company's  capital  stock (or any capital  stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the



                                      A-4
<PAGE>

Company's  indebtedness for any class or series of the Company's  capital stock,
(c) the  purchase of  fractional  interests in shares of the  Company's  capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged,  (d) any declaration of a dividend in
connection with any stockholder's  rights plan, or the issuance of rights, stock
or other  property  under any  stockholder's  rights plan, or the  redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise of such  warrants,  options or other  rights is the same stock as
that on which the  dividend  is being paid or ranks pari passu with or junior to
such stock).  Prior to the termination of any Extension Period,  the Company may
further  extend  such  Extension  Period;  provided,  that no  Extension  Period
(including all previous and further consecutive extensions that are part of such
Extension  Period)  shall exceed 20  consecutive  quarterly  periods,  or extend
beyond the Maturity Date. Upon the termination of any Extension  Period and upon
the payment of all Deferred  Interest,  the Company may commence a new Extension
Period, subject to the foregoing requirements.  No interest or Deferred Interest
shall be due and payable during an Extension Period,  except at the end thereof,
but Deferred  Interest shall accrue upon each installment of interest that would
otherwise  have been due and payable  during such  Extension  Period  until such
installment is paid. The Company must give the Trustee notice of its election to
begin or extend an  Extension  Period at least one Business Day prior to (i) the
earlier of the next  succeeding  date on which  interest on the Debt  Securities
would have been payable except for the election to begin such  Extension  Period
or (ii) the date such  interest is payable,  but in any event not later than the
related regular date.

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

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

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

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


                                      A-5
<PAGE>

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

                                                     FMB EQUIBANC, INC.


                                                     By:
                                                         -----------------------

                                                     Name: -
                                                          ---------------------

                                                     Title:
                                                           ---------------------

         Dated:__________________, 2005

                          CERTIFICATE OF AUTHENTICATION

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

                                               JPMorgan Chase Bank, National
                                               Association, not in its
                                               individual capacity but solely
                                               as Trustee


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

         Dated:__________________, 2005







                                      A-6
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

        This Debt Security is one of a duly authorized series of Debt Securities
of the  Company,  all  issued  or to be issued  pursuant  to an  Indenture  (the
"Indenture"),  dated as of August 4, 2005,  duly executed and delivered  between
the Company and  JPMorgan  Chase Bank,  National  Association,  as Trustee  (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  description  of  the  rights,  limitations  of  rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the holders of the Debt Securities (referred to herein as the "Debt Securities")
of which this Debt  Security  is a part.  The  summary of the terms of this Debt
Security  contained  herein does not purport to be complete  and is qualified by
reference to the Indenture.

        Upon the  occurrence  and  continuation  of a Tax Event,  an  Investment
Company Event or a Capital Treatment Event (each a "Special  Event"),  this Debt
Security may become due and payable, in whole or in part, at any time, within 90
days  following the  occurrence of such Tax Event,  Investment  Company Event or
Capital Treatment Event (the "Special  Redemption Date"), as the case may be, at
the Special Redemption Price.

        The Company  shall also have the right to redeem  this Debt  Security at
the  option of the  Company,  in whole or in part,  on any  March  15,  June 15,
September  15 or  December  15 on or after  September  15,  2010 (a  "Redemption
Date"), at the Redemption Price.

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

        "Redemption  Price"  means  100% of the  principal  amount  of the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities to the Redemption Date.

        "Special  Redemption Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 100% of the
principal  amount of Debt  Securities to be redeemed plus, in each case,  unpaid
interest accrued thereon to the Special Redemption Date.

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

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



                                      A-7
<PAGE>

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

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

        As provided in the Indenture and subject to certain  limitations  herein
and therein set forth,  this Debt  Security is  transferable  by the  registered
holder hereof on the Debt Security  Register of the Company,  upon  surrender of
this Debt Security for  registration  of transfer at the office or agency of the
Trustee in Houston,  Texas accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered  holder hereof or such holder's  attorney duly authorized in writing,
and thereupon one or more new Debt  Securities of authorized  denominations  and
for the  same  aggregate  principal  amount  will be  issued  to the  designated
transferee  or  transferees.  No  service  charge  will  be made  for  any  such
registration  of  transfer,  but  the  Company  may  require  payment  of a  sum
sufficient  to cover any tax or other  governmental  charge  payable in relation
thereto.


                                      A-8
<PAGE>


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

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

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

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

        THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT
SECURITIES,  WITHOUT REGARD TO CONFLICT OF LAWS  PRINCIPLES  THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).



                                      A-9