<PAGE> 1
===============================================================================
                          MERCANTILE BANCORPORATION INC.
                                    as Issuer




                                    INDENTURE

                          Dated as of February 4, 1997




                           THE CHASE MANHATTAN BANK
                                  as Trustee





                        SUBORDINATED DEBT SECURITIES

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


<PAGE> 2


                                TIE-SHEET
                                ---------
of provisions of Trust Indenture Act of 1939 with Indenture dated
as of February 4, 1997 between Mercantile Bancorporation Inc., as
Issuer, and The Chase Manhattan Bank, as Trustee:

<TABLE>
<CAPTION>
ACT SECTION                                                  INDENTURE SECTION
<S>                                                          <C>
310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
310(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
310(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
310(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
310(a)(5). . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08; 6.10(a)(b) and (d)
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) and (b) . . . . . . . . . . . . . . . . . . . . . . . 6.13
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.01; 4.02(a)
312(b) and (c) . . . . . . . . . . . . . . . . . . . . . . . 4.02(b) and (c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04(a)
313(b)(1). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
313(b)(2). . . . . . . . . . . . . . . . . . . . . . . . . . 4.04(a)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04(a)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04(b)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
314(c)(1) and (2). . . . . . . . . . . . . . . . . . . . . . 13.06
314(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.06
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a)(c) and (d). . . . . . . . . . . . . . . . . . . . . . 6.01
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.09
316(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . 5.01; 5.07
316(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
316(a) last sentence . . . . . . . . . . . . . . . . . . . . 7.04
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.04(a)
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.08
</TABLE>

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



<PAGE> 3


                         TABLE OF CONTENTS
                         -----------------
                                                             Page
                                                             ----
Parties                                                         1
Recitals                                                        1
Authorization of Indenture                                      1
Compliance with Legal Requirements                              1
Purpose of and Consideration for Indenture                      1

                            ARTICLE I
                           DEFINITIONS

SECTION 1.01.  Definitions                                      1
     Affiliate                                                  2
     Authenticating Agent                                       2
     Bankruptcy Law                                             2
     Board of Directors                                         2
     Board Resolution                                           2
     Business Day                                               2
     Capital Securities                                         2
     Capital Securities Guarantee                               2
     Certificate                                                3
     Common Securities                                          3
     Common Securities Guarantee                                3
     Company                                                    3
     Custodian                                                  3
     Debt Security or Debt Securities                           3
     Debt Security Register                                     3
     Declaration                                                3
     Default                                                    3
     Depositary                                                 3
     Event of Default                                           4
     Exchange Act                                               4
     Global Security                                            4
     Indenture                                                  4
     Institutional Trustee                                      4
     Interest                                                   4
     Interest Payment Date                                      4
     Mercantile Trust                                           4
     Mortgage                                                   4
     Officers' Certificate                                      4
     Opinion of Counsel                                         5
     Original Issue Date                                        5
     Original Issue Discount Security                           5


<PAGE> 4

     outstanding                                                5
     Person                                                     6
     Predecessor Security                                       6
     Principal Office of the Trustee                            6
     Responsible Officer                                        6
     Securityholder, holder of Debt Securities                  6
     Senior Indebtedness                                        6
     Subsidiary                                                 7
     Trust Indenture Act                                        7
     Trust Securities                                           7
     Trustee                                                    7
     Yield to Maturity                                          7

                          ARTICLE II
                        DEBT SECURITIES

SECTION 2.01.  Forms Generally                                  8
SECTION 2.02.  Form of Trustee's Certificate of
                Authentication                                  8
SECTION 2.03.  Amount Unlimited; Issuable in Series             8
SECTION 2.04.  Authentication and Dating                       10
SECTION 2.05.  Date and Denomination of Debt Securities        11
SECTION 2.06.  Execution of Debt Securities                    13
SECTION 2.07.  Exchange and Registration of Transfer of Debt
                Securities                                     14
SECTION 2.08.  Mutilated, Destroyed, Lost or Stolen Debt
                Securities                                     16
SECTION 2.09.  Temporary Debt Securities                       17
SECTION 2.10.  Cancellation of Debt Securities Paid, etc.      17
SECTION 2.11.  Global Securities                               18
SECTION 2.12.  CUSIP Numbers                                   19

                        ARTICLE III
            PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.  Payment of Principal, Premium and Interest      19
SECTION 3.02.  Offices for Notices and Payments, etc.          19
SECTION 3.03.  Appointments to Fill Vacancies in Trustee's
                Office                                         20
SECTION 3.04.  Provision as to Paying Agent                    20
SECTION 3.05.  Certificate to Trustee                          21
SECTION 3.06.  Compliance with Consolidation Provisions        21
SECTION 3.07.  Limitation on Dividends                         21
SECTION 3.08.  Covenants as to Mercantile Trusts               22
SECTION 3.09.  Calculation of Original Issue Discount          22

                        ARTICLE IV
  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
                          TRUSTEE

SECTION 4.01.  Securityholders' Lists                          23


                                    ii
<PAGE> 5

SECTION 4.02.  Preservation and Disclosure of Lists            23
SECTION 4.03.  [Reserved]                                      24
SECTION 4.04.  Reports by the Trustee                          24

                        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      29
SECTION 5.04.  Proceedings by Securityholders                  29
SECTION 5.05.  Proceedings by Trustee                          30
SECTION 5.06.  Remedies Cumulative and Continuing              30
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                        32

                        ARTICLE VI
                  CONCERNING THE TRUSTEE

SECTION 6.01.  Duties and Responsibilities of Trustee          32
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                                     35
SECTION 6.05.  Moneys to be Held in Trust                      35
SECTION 6.06.  Compensation and Expenses of Trustee            35
SECTION 6.07.  Officers' Certificate as Evidence               36
SECTION 6.08.  Conflicting Interest of Trustee                 36
SECTION 6.09.  Eligibility of Trustee                          36
SECTION 6.10.  Resignation or Removal of Trustee               37
SECTION 6.11.  Acceptance by Successor Trustee                 38
SECTION 6.12.  Succession by Merger, etc.                      39
SECTION 6.13.  Limitation on Rights of Trustee as a
                Creditor                                       39
SECTION 6.14.  Authenticating Agents                           40

                        ARTICLE VII
              CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Action by Securityholders                       41
SECTION 7.02.  Proof of Execution by Securityholders           41
SECTION 7.03.  Who Are Deemed Absolute Owners                  42
SECTION 7.04.  Debt Securities Owned by Company Deemed Not
                Outstanding                                    42
SECTION 7.05.  Revocation of Consents; Future Holders
               Bound                                           42


                                    iii
<PAGE> 6

                        ARTICLE VIII
                  SECURITYHOLDERS' MEETINGS

SECTION 8.01.  Purposes of Meetings                            43
SECTION 8.02.  Call of Meetings by Trustee                     43
SECTION 8.03.  Call of Meetings by Company or
                Securityholders                                44
SECTION 8.04.  Qualifications for Voting                       44
SECTION 8.05.  Regulations                                     44
SECTION 8.06.  Voting                                          45
SECTION 8.07.  Quorum; Actions                                 45

                        ARTICLE IX
                 SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures without Consent of
                Securityholders                                46
SECTION 9.02.  Supplemental Indentures with Consent of
                Securityholders                                48
SECTION 9.03.  Compliance with Trust Indenture Act; Effect
                of Supplemental Indentures                     49
SECTION 9.04.  Notation on Debt Securities                     49
SECTION 9.05.  Evidence of Compliance of Supplemental
                Indenture to be Furnished to Trustee           49

                        ARTICLE X
       CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01. Company May Consolidate, etc., on Certain
                Terms                                          50
SECTION 10.02. Successor Entity to be Substituted              50
SECTION 10.03. Opinion of Counsel to be Given to Trustee       51

                        ARTICLE XI
          SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. Discharge of Indenture                          51
SECTION 11.02. Deposited Moneys to be Held in Trust by
                Trustee                                        52
SECTION 11.03. Paying Agent to Repay Moneys Held               52
SECTION 11.04. Return of Unclaimed Moneys                      52

                        ARTICLE XII
          IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                   OFFICERS AND DIRECTORS

SECTION 12.01. Indenture and Debt Securities Solely
                Corporate Obligations                          52


                                    iv
<PAGE> 7

                       ARTICLE XIII
                 MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors                                     53
SECTION 13.02. Official Acts by Successor Entity              53
SECTION 13.03. Surrender of Company Powers                    53
SECTION 13.04. Addresses for Notices, etc.                    53
SECTION 13.05. Governing Law                                  53
SECTION 13.06. Evidence of Compliance with Conditions
                Precedent                                     54
SECTION 13.07. Non-Business Days                              54
SECTION 13.08. Trust Indenture Act to Control                 54
SECTION 13.09. Table of Contents, Headings, etc.              54
SECTION 13.10. Execution in Counterparts                      55
SECTION 13.11. Separability                                   55
SECTION 13.12. Assignment                                     55
SECTION 13.13. Acknowledgment of Rights                       55

                        ARTICLE XIV
      REDEMPTION OF SECURITIES -- MANDATORY AND OPTIONAL
                        SINKING FUND

SECTION 14.01. Applicability of Article                       56
SECTION 14.02. Notice of Redemption; Selection of Debt
                Securities                                    56
SECTION 14.03. Payment of Debt Securities Called for
                Redemption                                    57
SECTION 14.04. Mandatory and Optional Sinking Fund            57

                        ARTICLE XV
              SUBORDINATION OF DEBT SECURITIES

SECTION 15.01. Agreement to Subordinate                       59
SECTION 15.02. Default on Senior Indebtedness                 60
SECTION 15.03. Liquidation; Dissolution; Bankruptcy           60
SECTION 15.04. Subrogation                                    61
SECTION 15.05. Trustee to Effectuate Subordination            62
SECTION 15.06. Notice by the Company                          62
SECTION 15.07. Rights of the Trustee; Holders of Senior
                Indebtedness                                  63
SECTION 15.08. Subordination May Not Be Impaired              64


                                    v
<PAGE> 8


          THIS INDENTURE, dated as of February 4, 1997, between
Mercantile Bancorporation Inc., a Missouri corporation
(hereinafter sometimes called the "Company"), and The Chase
Manhattan Bank, a New York banking corporation, 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 issue from time to time of its
subordinated unsecured debentures, notes or other evidence of
indebtedness to be issued in one or more series (the "Debt
Securities") up to such principal amount or amounts as may from
time to time be authorized in accordance with the terms of this
Indenture and, to provide the terms and conditions upon which the
Debt Securities are to be authenticated, issued and delivered,
the Company has duly authorized the execution of this Indenture;
and

          WHEREAS, all acts and things necessary to make this
Indenture a valid agreement according to its terms, have been
done and performed;

          NOW, THEREFORE, This Indenture Witnesseth:

          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 or of a series thereof, 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 other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), or which are by reference
therein defined in the Securities Act of 1933, as amended (the
"Securities Act"), shall (except as herein otherwise expressly
provided or unless the context otherwise requires) have the
meanings assigned to such terms in said Trust Indenture Act and
in said Securities Act as in force at the date of this Indenture
as originally executed.  All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles and
the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of
any computation.  The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other
subdivision.



<PAGE> 9

          "Affiliate" means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or
holding with power to vote 10% or more of the outstanding voting
securities or other ownership interests of the specified Person,
(b) any Person 10% or more of whose outstanding voting securities
or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a
partnership in which the specified Person is a general partner,
(e) any executive officer or director of the specified Person,
and (f) if the specified Person is an individual, any entity of
which the specified Person is an executive officer, director or
general partner.

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

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

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

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

          "Business Day" shall mean, with respect to any series
of Debt Securities, any day other than a Saturday, Sunday or any
other day on which banking institutions in New York City (in the
State of New York) and St. Louis (in the State of Missouri) are
permitted or required by any applicable law to close.

          "Capital Securities" shall mean undivided beneficial
interests in the assets of a Mercantile Trust which rank pari passu
                                                         ---- -----
with Common Securities issued by such Mercantile Trust;
provided, however, that upon the occurrence of an Event
--------  -------
of Default (as defined in the Declaration with respect to such
Mercantile Trust), 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" shall mean, in respect
of any Mercantile Trust, any guarantee that the Company may enter
into with The Chase Manhattan Bank or other Persons that operates
directly or indirectly for the benefit of holders of Capital
Securities of such Mercantile Trust.

          "Certificate" shall mean 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" shall mean undivided beneficial
interests in the assets of a Mercantile Trust which rank pari
                                                         ----
passu with Capital Securities issued by such Mercantile
-----
Trust; provided, however, that upon the occurrence of an
       --------  -------
Event of Default (as defined in the


                                    2
<PAGE> 10

Declaration with respect to such Mercantile Trust), 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.

          "Common Securities Guarantee" shall mean, in respect of
any Mercantile Trust, any guarantee that the Company may enter
into with any Person or Persons and that operates directly or
indirectly for the benefit of holders of Common Securities of
such Mercantile Trust.

          "Company" shall mean Mercantile Bancorporation Inc., a
Missouri corporation, and, subject to the provisions of
Article X, shall include its successors and assigns.

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

          "Debt Security" or "Debt Securities" shall have the
meaning stated in the first recital of this Indenture and more
particularly means any debt security or debt securities, as the
case may be, authenticated and delivered under this Indenture.

          "Debt Security Register" shall have the meaning
specified in Section 2.07.

          "Declaration," with respect to a Mercantile Trust,
shall mean the Amended and Restated Declaration of Trust of such
Mercantile Trust, 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.

          "Depositary" shall mean, with respect to Debt
Securities of any series for which the Company shall determine
that such Debt Securities will be issued as a Global Security,
The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency
under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the
Company pursuant to either Section 2.03 or 2.11.

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

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

          "Global Security" shall mean, with respect to any
series of Debt Securities, a Debt Security executed by the
Company and delivered by the Trustee to the Depositary or
pursuant to the Depositarys instruction, all in accordance with
this Indenture, which shall be registered in the name of the
Depositary or its nominee.

          "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so
amended or supplemented, or both, and shall include the form and
terms of particular series of Debt Securities established as
contemplated hereunder.


                                    3
<PAGE> 11

          "Institutional Trustee"  has the meaning set forth in
the Declaration of the applicable Mercantile Trust.

          "Interest" shall mean, when used with respect to
noninterest bearing Debt Securities, interest payable after
maturity.

          "Interest Payment Date," when used with respect to any
installment of interest on a Debt Security of a particular
series, shall mean the date specified in such Debt Security or in
a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment
of interest with respect to Debt Securities of that series is due
and payable.

          "Mercantile Trust" shall mean a Delaware business
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.

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

          "Officers' Certificate" shall mean a certificate signed
by the Chairman of the Board, the Vice Chairman, the President,
any Managing Director or any Vice President, and by 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 13.06 if and
to the extent required by the provisions of such Section.

          "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be an employee of or counsel to
the Company, or may be other counsel satisfactory to the Trustee.
Each such opinion shall include the statements provided for in
Section 13.06 if and to the extent required by the provisions of
such Section.

          "Original Issue Date" of any Debt Security (or any
portion thereof) shall mean the earlier of (a) the date of such
Debt Security or (b) the date of any Debt Security (or portion
thereof) for which such Debt Security was issued (directly or
indirectly) on registration of transfer, exchange or
substitution.

          "Original Issue Discount Security" shall mean any Debt
Security which provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.01.

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


                                    4
<PAGE> 12

          (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 Article
     Fourteen or provision satisfactory to the Trustee shall have
     been made for giving such notice; and

          (c)  Debt Securities paid pursuant to Section 2.08 or
     in lieu of or in substitution for which other Debt
     Securities shall have been authenticated and delivered
     pursuant to the terms of Section 2.08 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.

          In determining whether the holders of the requisite
principal amount of outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would
be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to
Section 5.01.

          "Person" shall mean 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 2.08 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," or other similar
term, shall mean the office of the Trustee, at which at any
particular time its corporate trust business shall be principally
administered, which at the time of the execution of this
Indenture shall be 450 West 33rd Street -- 15th Floor, New York,
New York  10004.

          "Responsible Officer" shall mean, with respect to the
Trustee, any officer within the Principal Office of the Trustee,
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
Trust 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 officers knowledge of and familiarity with the
particular subject.


                                    5
<PAGE> 13

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

          "Senior Indebtedness" means, with respect to the
Company (except any other obligations which rank pari
                                                 ----
passu with the Debt Securities of a series), (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,
including, without limitation, any current or future indebtedness
under any indenture (other than this Indenture) to which the
Company is a party; (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 bankers 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), except for (1) any indebtedness
between or among the Company or any Affiliate of the Company and
(2) any series of Debt Securities issued pursuant to this
Indenture and guarantees in respect of any such series of Debt
Securities.  Senior Indebtedness does not include the Debt
Securities of any series or any junior subordinated debt
securities issued in the future with subordination terms
substantially similar to the Debt Securities of any series.
Senior Indebtedness shall continue to be Senior Indebtedness and
be entitled to the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior
Indebtedness.

          "Subsidiary" shall mean with respect to any Person,
(i) any corporation at least a majority of the outstanding voting
stock of which is owned, directly or indirectly, by such Person
or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of 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.

          "Trust Indenture Act" shall mean the Trust Indenture
Act of 1939 as in force at the date of execution of this
Indenture, except as provided in Section 9.03; provided, however,
                                               --------  -------


                                    6
<PAGE> 14
that, in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" shall mean, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

          "Trust Securities" shall mean Common Securities and
Capital Securities of a Mercantile Trust.

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

          "Yield to Maturity" shall mean the yield to maturity on
a series of Debt Securities, calculated at the time of issuance
of such series of Debt Securities, or if applicable, at the most
recent predetermination of interest on such series and calculated
in accordance with accepted financial practice.

                            ARTICLE II

                         DEBT SECURITIES

          SECTION 2.01.  Forms Generally.
                         ---------------

          The Debt Securities of each series shall be in
substantially the form as shall be established by or pursuant to
a Board Resolution and as set forth in an Officers' Certificate
of the Company or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed
thereon as may be required to comply with any law or with any
rules made pursuant thereto or with any rules of any securities
exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their
execution of the Debt Securities.

          In the event the Debt Securities are issued in
definitive form pursuant to this Indenture, such 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.


                                    7
<PAGE> 15

          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 of the series
designated therein referred to in the within-mentioned Indenture.

          The Chase Manhattan Bank, as Trustee

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

          SECTION 2.03.  Amount Unlimited; Issuable in Series.
                         ------------------------------------

          The aggregate principal amount of Debt Securities which
may be authenticated and delivered under this Indenture is
unlimited.

          The Debt Securities may be issued in one or more series
up to the aggregate principal amount of Debt Securities of that
series from time to time authorized by or pursuant to a Board
Resolution of the Company or pursuant to one or more indentures
supplemental hereto.  Prior to the initial issuance of Debt
Securities of any series, there shall be established in or
pursuant to a Board Resolution of the Company and set forth in an
Officers' Certificate of the Company or established in one or
more indentures supplemental hereto:

               (1)  the title of the Debt Securities of the
     series (which shall distinguish Debt Securities of the
     series from all other Debt Securities);

               (2)  any limit upon the aggregate principal amount
     of the Debt Securities of the series which may be
     authenticated and delivered under this Indenture (except for
     Debt Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu
     of, other Debt Securities of the series pursuant to
     Section 2.07, 2.08, 2.09, 9.04 or 14.03);

               (3)  the date or dates on which the principal of and
     premium, if any, on the Debt Securities of the series is
     payable;

               (4)  the rate or rates at which the Debt Securities
     of the series shall bear interest, if any, or the method by
     which such interest may be determined, the date or dates
     from which such interest shall accrue, the Interest Payment
     Dates on which such interest shall be payable or the manner
     of determination of such Interest Payment Dates and the
     record dates for the determination of holders to whom
     interest is payable on any such Interest Payment Dates;

               (5)  the place or places where the principal of, and
     premium, if any, and any interest on Debt Securities of the
     series shall be payable;


                                    8
<PAGE> 16
               (6)  the right, if any, to extend the interest
     payment periods and the duration of such extension;

               (7)  the price or prices at which, the period or
     periods within which and the terms and conditions upon which
     Debt Securities of the series may be redeemed, in whole or
     in part, at the option of the Company, pursuant to any
     sinking fund or otherwise:

               (8)  the obligation, if any, of the Company to
     redeem, purchase or repay Debt Securities of the series
     pursuant to any sinking fund or analogous provisions or at
     the option of a Securityholder thereof and the price or
     prices at which and the period or periods within which, and
     the terms and conditions upon which Debt Securities of the
     series shall be redeemed, purchased or repaid, in whole or
     in part, pursuant to such obligation;

               (9)  if other than denominations of $1,000 and any
     integral multiple thereof, the denominations in which Debt
     Securities of the series shall be issuable;

               (10) if other than the principal amount thereof,
     the portion of the principal amount of Debt Securities of
     the series which shall be payable upon declaration of
     acceleration of the maturity thereof pursuant to
     Section 5.01 or provable in bankruptcy pursuant to
     Section 5.02;

               (11) any Events of Default with respect to the Debt
     Securities of a particular series, if not set forth herein;

               (12) the form of the Debt Securities of the series
     including the form of the certificate of authentication of
     such series;

               (13) any trustee, authenticating or paying agents,
     warrant agents, transfer agents or registrars with respect
     to the Debt Securities of such series;

               (14) whether the Debt Securities of the series
     shall be issued in whole or in part in the form of one or
     more Global Securities and, in such case, the Depositary for
     such Global Security or Securities, and whether beneficial
     owners of interests in any such Global Securities may
     exchange such interests for other Debt Securities of such
     series in the manner provided in Section 2.07, and the
     manner and the circumstances under which and the place or
     places where any such exchanges may occur if other than in
     the manner provided in Section 2.07, and any other terms of
     the series relating to the global nature of the Global
     Securities of such series and the exchange, registration or
     transfer thereof and the payment of any principal thereof,
     or interest or premium, if any, thereon;

               (15) if the Debt Securities of the series are
     issued pursuant to an exemption from registration under the
     Securities Act; and

               (16) any other terms of the series (which terms
     shall not be inconsistent with the provisions of this
     Indenture).


                                    9
<PAGE> 17

          All Debt Securities of any one series shall be
substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such resolution of
the Board of Directors or in any such indenture supplemental
hereto.

          If any of the terms of the series are established by
action taken pursuant to a Board Resolution of the Company, a
copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of
the series.

          SECTION 2.04.  Authentication and Dating.
                         -------------------------

          At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Debt
Securities of any series executed 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, the President, one of its
Managing Directors or one of its Vice Presidents and by its
Secretary, any Assistant Secretary, Treasurer or any Assistant
Treasurer, 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:

               (1)  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 of the Company as the case may be;

               (2)  an executed supplemental indenture, if any;

               (3)  an Officers' Certificate prepared in accordance
     with Section 13.06 setting forth the form and terms of the
     Debt Securities if and as required pursuant to Sections 2.01
     and 2.03, respectively; and

               (4)  an Opinion of Counsel prepared in accordance
     with Section 13.06 which shall also state:

          (a)  that the form of such Debt Securities has been
     established by or pursuant to a Board Resolution or by a
     supplemental indenture as permitted by Section 2.01 in
     conformity with the provisions of this Indenture;

          (b)  that the terms of such Debt Securities have been
     established by or pursuant to a resolution of the Board of
     Directors or by a supplemental indenture as permitted by
     Section 2.03 in conformity with the provisions of this
     Indenture;


                                    10
<PAGE> 18

          (c)  that such Debt Securities, when authenticated and
     delivered by the Trustee and issued by the Company in each
     case in the manner and subject to any conditions specified
     in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company; and

          (d)  that all laws and requirements in respect of the
     execution and delivery by the Company of the Debt
     Securities, have been complied with and that authentication
     and delivery of the Debt Securities by the Trustee will not
     violate the terms of this Indenture.

          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 holders.

          SECTION 2.05.  Date and Denomination of Debt Securities.
                         ----------------------------------------

          The Debt Securities shall be issuable as registered
Debt Securities without coupons and in such denominations as
shall be specified as contemplated by Section 2.03.  In the
absence of any such specification with respect to the Debt
Securities of any series, the Debt Securities of such series
shall be issuable in the denominations of $1,000 and any multiple
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.

          Every Debt Security shall be dated the date of its
authentication, shall bear interest, if any, from such date and
shall be payable on such dates, in each case, as contemplated by
Section 2.03.  The interest installment on any Security that is
payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Debt Securities of that series 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.  In the event that any Debt Security of a particular
series 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 prior to such Interest
Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security as provided in
Section 14.03.

          Any interest on any Debt Security that is payable, but
is not punctually paid or duly provided for, on any Interest
Payment Date for a Debt Security of the same series (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, at its election, as provided in
clause (1) or clause (2) below:

               (1)  The Company may make payment of any Defaulted
     Interest on Debt Securities 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


                                    11
<PAGE> 19

     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 satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such
     money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this clause
     provided.  Thereupon the Trustee  shall fix a special record
     date for the payment of such Defaulted Interest which shall
     not be more than 15 nor less than 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 shall be no
     longer payable pursuant to the following clause (2).

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

In respect of any series of Debt Securities in which the right to
extend the interest payment periods has been provided pursuant to
Section 2.03(6), any interest scheduled to become payable on an
Interest Payment Date occurring during a valid extension of an
interest payment 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.

          Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto
establishing the terms of any series of Debt Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in
this Section with respect to a series of Debt Securities with
respect to any Interest Payment Date for such series shall mean
either the fifteenth day of the month immediately preceding the
month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last
day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is
the fifteenth day of a month, whether or not such date is a
Business Day.


                                    12
<PAGE> 20

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

          SECTION 2.06.  Execution of Debt Securities.
                         ----------------------------

          The Debt Securities shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its
Chairman of the Board of Directors, Vice Chairman, President, one
of its Managing Directors or one of its Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents and by the
manual or facsimile signature of its Secretary, one of its
Assistant Secretaries, its Treasurer or one of its Assistant
Treasurers, under its corporate seal 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.

          SECTION 2.07.  Exchange and Registration of Transfer
                         -------------------------------------
of Debt Securities.
------------------

          Subject to Section 2.03(14), Debt Securities of any
series may be exchanged for a like aggregate principal amount of
Debt Securities of the same series of other authorized
denominations.  Debt Securities to be exchanged may be
surrendered at the principal corporate trust 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.  Subject to
Section 2.03(14), upon due presentment for registration of
transfer of any Debt Security of any series at the principal
corporate trust 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


                                    13
<PAGE> 21

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 or Debt
Securities of the same series 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.

          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 each series of 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 in this Article Two provided.
Such register shall be in written form or in any other form
capable of being converted into written form within a reasonable
time.

          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
the Trustee or the Authenticating Agent duly executed by, the
holder or his attorney duly authorized in writing.

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

          The Company or the Trustee shall not be required to
exchange or register a transfer of (a) any Debt Security for a
period of 15 days next preceding the date of selection of Debt
Securities of such series for redemption, or (b) any Debt
Securities of any series selected, called or being called for
redemption in whole or in part, except in the case of any Debt
Securities of any series to be redeemed in part, the portion
thereof not so to be redeemed.

          Notwithstanding the foregoing, if pursuant to
Section 2.03, a series of Debt Securities are issued pursuant to
an exemption from registration under the Securities Act, such
Debt Securities may not be transferred except in compliance with
the restricted securities legend set forth below (the
"Restrictive Securities Legend"), unless otherwise determined by
the Company pursuant to Section 2.03 and in accordance with
applicable law:

          THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
ANY STATE SECURITIES LAWS.  NEITHER THIS DEBT 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 UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.  THE HOLDER OF THIS DEBT SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH DEBT SECURITY PRIOR TO THE DATE WHICH IS


                                    14
<PAGE> 22

THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH MERCANTILE BANCORPORATION INC. (THE "COMPANY") OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBT SECURITY OR
ANY PREDECESSOR OF THIS DEBT SECURITY (THE "RESALE RESTRICTIONS
TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE DEBT SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO
A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBT SECURITY FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANYS 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 DEBT SECURITY AGREES THAT IT WILL COMPLY WITH
THE FOREGOING RESTRICTIONS.  DEBT SECURITIES OWNED BY A PURCHASER
THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN
BOOK-ENTRY FORM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.

          Prior to any distribution of the Debt Securities to the
holders of Capital Securities in accordance with the related
Declaration, the Company and the Trustee shall enter into a
supplemental indenture pursuant to Article IX to provide for
transfer procedures and restrictions with respect to the Debt
Securities substantially similar to those contained in the
Declaration with respect to Capital Securities of the
corresponding series to the extent applicable in the
circumstances existing at the time of such distribution for
purposes of assuring, if applicable, that no registration of such
Debt Securities is required under the Securities Act of 1933, as
amended.

          SECTION 2.08.  Mutilated, Destroyed, Lost or Stolen
                         ------------------------------------
Debt Securities.
---------------

          In case any temporary or definitive 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 of the same series
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


                                    15
<PAGE> 23

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 of any series issued
pursuant to the provisions of this Section 2.08 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 of the same series 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 2.09.  Temporary Debt Securities.
                         -------------------------

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


                                    16
<PAGE> 24

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 of
any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same
series authenticated and delivered hereunder.

          SECTION 2.10.  Cancellation of Debt Securities Paid, etc.
                         -----------------------------------------

          All Debt Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer, shall,
if surrendered to the Company or any paying agent, be surrendered
to the Trustee and promptly canceled by it, or, if surrendered to
the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of
this Indenture.  All Debt Securities canceled by any
Authenticating Agent shall be delivered to the Trustee.  The
Trustee shall destroy all canceled Debt Securities unless the
Company otherwise directs the Trustee in writing.  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 2.11.  Global Securities.
                         -----------------

          (a)  If the Company shall establish pursuant to Section
2.03 that the Debt Securities of a particular series are to be
issued as a Global Security, then the Company shall execute and
the Trustee shall, in accordance with Section 2.04, authenticate
and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate
principal amount of, all or a specified portion of the
outstanding Debt Securities of such series, (ii) shall be
registered in the name of the Depositary or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant
to the Depositarys instruction and (iv) shall bear a legend
substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Debt Security may
be transferred, in whole but not in part, only to another nominee
of the Depositary or to a successor Depositary or to a nominee of
such successor Depositary."

          (b)  Notwithstanding the provisions of Section 2.07, the
Global Security of a series may be transferred, in whole but not
in part and only in the manner provided in Section 2.07, only to
another nominee of the Depositary for such series, or to a
successor Depositary for such series selected or approved by the
Company or to a nominee of such successor Depositary.

          (c)  If at any time the Depositary for a series of the
Debt Securities notifies the Company that it is unwilling or
unable to continue as Depositary for such series or if at any
time the Depositary for such series shall no longer be registered
or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such


                                    17
<PAGE> 25

series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as
the case may be, this Section 2.11 shall no longer be applicable to
the Debt Securities of such series and the Company will execute,
and subject to Section 2.07, the Trustee, upon written request of
the Company, will authenticate and make available for delivery
the Debt Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.  In
addition, the Company may at any time determine that the Debt
Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11
shall no longer apply to the Debt Securities of such series.  In
such event the Company will execute and subject to Section 2.07,
the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and make
available for delivery the Debt Securities of such series in
definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in
exchange for such Global Security.  Upon the exchange of the
Global Security for such Debt Securities in definitive registered
form without coupons, in authorized denominations, the Global
Security shall be canceled by the Trustee.  Such Debt Securities
in definitive registered form issued in exchange for the Global
Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee.  The
Trustee shall deliver such Debt Securities to the Depositary for
delivery to the Persons in whose names such Debt Securities are
so registered.

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

          The Company in issuing the Debt Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Securityholders; provided that any such notice may
state that no representation is made as to the correctness of
such numbers either as printed on the 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
numbers.

                            ARTICLE III

                PARTICULAR COVENANTS OF THE COMPANY

          SECTION 3.01.  Payment of Principal, Premium and Interest.
                         ------------------------------------------
          The Company covenants and agrees for the benefit of
each series of Debt Securities that it will duly and punctually
pay or cause to be paid the principal of and premium, if any, and
interest on each of the Debt Securities of that series at the
place, at the respective times and in the manner provided in such
Debt Securities.  At the option of the Company, each installment
of interest on the Debt Securities of any series 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


                                    18
<PAGE> 26


on the registry books of the Company or (ii) if so specified with
respect to the Debt Securities of such series as contemplated by
Section 2.03, by wire transfer to any account with a banking
institution located in the United States designated by such
Person to the paying agent no later than the related record date.

          SECTION 3.02.  Offices for Notices and Payments, etc.
                         -------------------------------------
          So long as any of the Debt Securities remain
outstanding, the Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency where the
Debt Securities of each series may be presented for payment, an
office or agency where the Debt Securities of that series may be
presented for registration of transfer and for exchange as in
this Indenture provided and an office or agency where notices and
demands to or upon the Company in respect of the Debt Securities
of that series or of this Indenture may be served.  The Company
will give to the Trustee written notice of the location of any
such office or agency and of any change of location thereof.
Until otherwise designated from time to time by the Company in a
notice to the Trustee, or specified as contemplated by Section
2.03, such office or agency for all of the above purposes shall
be the office or agency of the Trustee.  In case the Company
shall fail to maintain any such office or agency in the Borough
of Manhattan, The City of New York, or shall fail to give such
notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served
at the principal corporate trust office of the Trustee.

          In addition to any such office or agency, the Company
may from time to time designate one or more offices or agencies
outside the Borough of Manhattan, The City of New York, where the
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 the Borough of Manhattan, The City of New
York, for the purposes above mentioned.  The Company will give to
the Trustee prompt written notice of any such designation or
rescission thereof.

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

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

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

          (a)  If the Company shall appoint a paying agent other
than the Trustee with respect to the Debt Securities of any
series, 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,


                                    19
<PAGE> 27


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

          (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 of such series) to make any payment of the
principal of and premium, if any, or interest, if any, on the
Debt Securities of such series 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 principal of and premium,
if any, or interest, if any, on the Debt Securities of any
series, set aside, segregate and hold in trust for the benefit of
the holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium or interest 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 of such series) to make any
payment of the principal of and premium, if any, or interest, if
any, on the Debt Securities of such series when the same shall
become due and payable.

      Whenever the Company shall have one or more paying agents
for any series of Debt Securities, it will, on or prior to each
due date of the principal of and premium, if any, or interest, if
any, on any Debt Securities of such series, deposit with a paying
agent a sum sufficient to pay the principal, premium or interest
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 one or
more or all series of Debt Securities hereunder, or for any other
reason, pay, or direct any paying agent to pay to the Trustee all
sums held in trust for any such series by the Company or any such
paying agent, such sums to be held by the Trustee upon the trusts
herein contained.

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

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

          The Company will deliver to the Trustee on or before
120 days after the end of each fiscal year in each year, so long
as Debt Securities of any series are outstanding hereunder, a
Certificate stating that in the course of the performance by the
signers of their duties as officers


                                    20
<PAGE> 28

of the Company they would normally have knowledge of any default by
the Company in the performance of any covenants contained herein,
stating whether or not they have knowledge of any such default and, if
so, specifying each such default of which the signers have knowledge
and the nature thereof.

          SECTION 3.06.  Compliance with Consolidation Provisions.
                         ----------------------------------------

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

          SECTION 3.07.  Limitation on Dividends.
                         -----------------------

          If Debt Securities of a series are initially issued to
a Mercantile Trust or a trustee of such trust in connection with
the issuance of Trust Securities by such Mercantile Trust
(regardless of whether Debt Securities continue to be held by
such trust) and (i) there shall have occurred and be continuing
any event that would constitute an Event of Default, (ii) the
Company shall be in default with respect to its payment of any
obligations under a Capital Securities Guarantee or a Common
Securities Guarantee with respect to securities issued by such
trust, or (iii) the Company shall have given notice of its
election to defer payments of interest on the Debt Securities of
such series by extending the interest payment period as provided
herein and such period, or any extension thereof, shall be
continuing, then (a) the Company shall not declare or pay any
dividend on, make a distribution with respect to, or redeem,
purchase, acquire, or make a liquidation payment with respect to,
any of its capital stock or rights to acquire such capital stock
(other than (i) purchases or acquisitions of shares of any such
capital stock or rights to acquire such capital stock in
connection with the satisfaction by the Company of its
obligations under any employee benefit plans, (ii) as a result of
a reclassification of the Company's capital stock or rights to
acquire such capital stock or the exchange or conversion of one
class or series of the Company's capital stock or rights to
acquire such capital stock for another class or series of the
Company's capital stock or rights to acquire such capital stock,
(iii) 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, (iv) dividends and distributions made on the
Company's capital stock or rights to acquire such capital stock
with the Company's capital stock or rights to acquire such
capital stock, or (v) any declaration of a dividend in connection
with the implementation of a shareholder rights plan, or the
issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto), or
make any guarantee payments (other than payments under a Capital
Securities Guarantee or a Common Securities Guarantee) with
respect to the foregoing and (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by the Company
that rank pari passu with or junior to the Debt
          ---- -----
Securities of such series.

          SECTION 3.08.  Covenants as to Mercantile Trusts.
                         ---------------------------------

          In the event Debt Securities of a series are initially
issued to a Mercantile Trust or the Institutional Trustee of such
Mercantile Trust in connection with the issuance of Trust


                                    21
<PAGE> 29

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

          SECTION 3.09.  Calculation of Original Issue
                         -----------------------------
Discount.
--------

          The Company shall file with the Trustee promptly at the
end of each calendar year a written notice specifying the amount
of original issue discount (including daily rates and accrual
periods), if any, accrued on outstanding Debt Securities as of
the end of such year.

                            ARTICLE IV

                SECURITYHOLDERS' LISTS AND REPORTS
                  BY THE COMPANY AND THE TRUSTEE

          SECTION 4.01.  Securityholders' Lists.
                         ----------------------
          The Company covenants and agrees that it will furnish
or caused to be furnished to the Trustee:

          (a)  on each regular record date for each series of Debt
Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Securityholders of
such series of Debt Securities as of such record date (and on
dates to be determined pursuant to Section 2.03 for non-interest
bearing securities in each year); 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 for such series.

          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 each series of Debt Securities (1)


                                    22
<PAGE> 30

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 of
any series (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 of such
series 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 of
such series or with holders of all Debt Securities with respect
to their rights under this Indenture or under such Debt
Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit,
then the Trustee shall within five Business Days after the
receipt of such application, at its election, either:

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

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

       If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Securityholder of such
series or all Debt Securities, as the case may be, whose name and
address appear in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of
this Section 4.02 a copy of the form of proxy or other
communication which is specified in such request with reasonable
promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file
with the Securities and Exchange Commission, if permitted or
required by applicable law, together with a copy of the material
to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the
best interests of the holders of Debt Securities of such series
or 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


                                    23
<PAGE> 31

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 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).

          SECTION 4.03.  [Reserved]



          SECTION 4.04.  Reports by the Trustee.
                         ----------------------

          (a)  The Trustee shall transmit to Securityholders such
reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant thereto.  If
required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 following the
date of this Indenture deliver to Securityholders a brief report,
dated as of such May 15, which complies with the provisions of
such Section 313(a).

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

                            ARTICLE V

           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                     UPON AN EVENT OF DEFAULT

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

          The following Events of Default with respect to Debt
Securities of any series or such other events as may be
established with respect to the Debt Securities of that series as
contemplated by Section 2.03 hereof shall be "Events of Default"
with respect to Debt Securities of that series:

          (a)  the Company defaults in the payment of any
interest upon any Debt Securities of that series when it becomes
due and payable, and continuance of such default for a period of
30 days; provided, however, that a valid extension of an
         --------  -------
interest payment period by the


                                    24
<PAGE> 32

Company in accordance with the terms of such Debt Securities shall not
constitute a default in the payment of interest for this purpose; 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 of that series as and when the same shall become due
and payable either at maturity, upon redemption (including
redemption for any sinking fund), by declaration of acceleration
or otherwise; provided, however, that a valid extension
              --------  -------
of the maturity of such Debt Securities shall not constitute a
default for this purpose; or

          (c)  the Company defaults with respect to indebtedness
for money borrowed resulting in acceleration of such indebtedness
having an aggregate principal amount in excess of $25 million and
such acceleration is not rescinded or annulled within 30 days
after there has been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by
the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series, a written notice
specifying such acceleration and stating that such Notice is a
"Notice of Default" hereunder; or

          (d)  the Company defaults in the performance of, or
breaches, any of its covenants or agreements in this Indenture or
in the terms of that series of Debt Securities established as
contemplated in 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 at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series, 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 appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part
of its property, or ordering the winding-up or liquidation of its
affairs and such decree or order shall remain unstayed and in
effect for a period of 90 consecutive days; or

          (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

          (g)  as to Debt Securities of any series issued to a
Mercantile Trust, such Mercantile Trust shall have voluntarily or
involuntarily liquidated, dissolved, wound-up its business or
otherwise terminated its existence except in connection with
(i) the distribution of the Debt Securities of such series to
holders of such Trust Securities in liquidation of their
interests


                                    25
<PAGE> 33

in such Mercantile Trust, (ii) the redemption of all of
the outstanding Trust Securities of such Mercantile Trust or
(iii) certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such Mercantile Trust.

          If an Event of Default occurs and is continuing with
respect to any series of Debt Securities, then, and in each and
every such case, unless the principal of all of the Debt
Securities of that series 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 of that
series then outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that
series) of all Debt Securities of that series and the interest
accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due
and payable.

          The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the
Debt Securities are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms
thereof) of the Debt Securities of any series (or of all the Debt
Securities, as the case may be) 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, 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 of such series (or of all the Debt
Securities, as the case may be) and the principal of and premium,
if any, on any and all Debt Securities of such series (or of all
the Debt Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that payment of
such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Debt Securities of such
series (or at the respective rates of interest or Yields to
Maturity of all the Debt Securities, as the case may be) to the
date of such payment or deposit) 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, and if any and all Events of Default under this
Indenture, other than the non-payment of the principal of or
premium, if any, on Debt Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise
remedied as provided herein -- then and in every such case the
holders of a majority in aggregate principal amount of the Debt
Securities of such series (or of all the Debt Securities, as the
case may be) then outstanding, by written notice to the Company
and to the Trustee, may waive all defaults with respect to that
series (or with respect to all Debt Securities, as the case may
be, in such case, treated as a single class) 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.

          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


                                    26
<PAGE> 34

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 (a) in case default shall be
made in the payment of any installment of interest upon any of
the Debt Securities of any series as and when the same shall
become due and payable, and such default shall have continued for
a period of 30 days, or (b) in case default shall be made in the
payment of the principal of or premium, if any, on any of the
Debt Securities of any series as and when the same shall have
become due and payable, whether at maturity of the Debt
Securities of that series or upon redemption or by declaration of
acceleration or otherwise -- then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the
holders of the Debt Securities of that series the whole amount
that then shall have become due and payable on all such Debt
Securities of that series for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the
overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law)
upon the overdue installments of interest at the rate or Yield to
Maturity (in the case of Original Issue Discount Securities)
borne by the Debt Securities of that series; 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 of any series under Title 11,
United States Code, or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of
the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other
obligor upon the Debt Securities of any series, or to the
creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of the Debt
Securities of any series 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 (or, if the Debt Securities of
that series are Original Issue Discount Securities such portion
of the principal amount as may be specified in the terms of that
series) owing and unpaid in respect of


                                    27
<PAGE> 35

the Debt Securities of such series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all other amounts
due to the Trustee under Section 6.06 and of the Securityholders
allowed in such judicial proceedings relative to the Company or
any other obligor on the Debt Securities of any series, 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 or any series 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 of any series 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:


                                    28
<PAGE> 36

          First: To the payment of costs and expenses of
collection applicable to such series and reasonable compensation
to the Trustee, its agents, attorneys and counsel, and of all
other amounts due to the Trustee under Section 6.06;

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

          Third:  To the payment of the amounts then due and
unpaid upon Debt Securities of such series for principal (and
premium, if any), and interest on the Debt Securities of such
series, 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 for
principal (and premium, if any) and interest, respectively; and

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

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

          No holder of any Debt Security of any series 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 of such series and unless the holders of
not less than 25% in aggregate principal amount of the Debt
Securities of that series 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 of
            -------- ----
any series shall have any right to prejudice the rights of any
other holder of Debt Securities of such series, 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 of the applicable series.

          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


                                    29
<PAGE> 37

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

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

          The holders of a majority in aggregate principal amount
of the Debt Securities of any or all series affected (voting as
one class) at the time outstanding shall have the right to direct
the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to such series;
provided, however, that (subject to the provisions of
--------  -------
Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the
action so directed would be unjustly prejudicial to the holders
not taking part in such direction or if the Trustee being advised
by counsel determines that the action or proceeding so directed
may not lawfully be taken or if 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 accelerating the maturity of any series of the
Debt Securities, or of all the Debt Securities, as the case may
be, the holders of a majority in aggregate principal amount of
the Debt Securities of that series at the time outstanding may on
behalf of the holders of all of the Debt Securities of such
series waive (or modify any previously granted waiver of) any
past default or Event of Default, including any default or Event
of Default the conditions for the occurrence of which are
established pursuant to Section 2.03, 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 3.08; provided, however, that if the Debt
              --------  -------
Securities of such series are held by a Mercantile Trust or a
trustee of such trust, such waiver or modification to such waiver
shall not


                                    30
<PAGE> 38

be effective until the holders of a majority in liquidation preference
of Trust Securities of the applicable Mercantile 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 shall not be effective until each
holder of the Trust Securities of the applicable Mercantile Trust
shall have consented to such waiver.  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of
the Debt Securities of such series shall be restored to their
former positions and rights hereunder, respectively; but no 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 of that series (or
of all Securities, as the case may be) and this Indenture be
deemed to have been cured and to be not continuing.

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

          The Trustee shall, within 90 days after the occurrence
of a default with respect to the Debt Securities of any series,
mail to all Securityholders of that series, as the names and
addresses of such holders appear upon the Debt Security Register,
notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the
giving of such notice (the term "defaults" for the purpose of
this Section 5.08 being hereby defined to be the events specified
in clauses (a), (b), (c), (d), (e) and (f) of Section 5.01, not
including periods of grace, if any, provided for therein, and
irrespective of the giving of written notice specified in clause
(c) of Section 5.01); and provided that, except in the case of
default in the payment of the principal of, premium, if any, or
interest on any of the Debt Securities of such series, 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 of such series; and provided
further, that in the case of any default of the character
specified in Section 5.01(c) no such notice to Securityholders of
such series shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such
occurrence.

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

          All parties to this Indenture agree, and each holder of
any Debt Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such 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 of any series,
holding in the aggregate more than 10% in principal amount of the
Debt Securities of that series outstanding, or to any suit
instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on
any Debt Security against the Company on or after the same shall
have become due and payable.


                                    31
<PAGE> 39

                            ARTICLE VI

                      CONCERNING THE TRUSTEE

          SECTION 6.01.  Duties and Responsibilities of
                         ------------------------------
Trustee.
-------
          With respect to the holders of any series of Debt
Securities issued hereunder, the Trustee, prior to the occurrence
of an Event of Default with respect to Debt Securities of that
series and after the curing or waiving of all Events of Default
which may have occurred, with respect to Debt Securities of that
series, 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 of a series has
occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

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

               (1)  the duties and obligations of the Trustee with
     respect to Debt Securities of such series 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 such series 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 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; and

          (c)  the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith, in
accordance with the direction of the Securityholders pursuant to
Section 5.07, relating to the time, method and place of
conducting any proceeding for any


                                    32
<PAGE> 40

remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture.

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

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

          Except as otherwise provided in Section 6.01:

          (a)  the Trustee may 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 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 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 a series of the
Debt Securities (that has not been cured or waived) to exercise
with respect to Debt Securities of that series such of the rights
and powers vested in it by this Indenture, and to use the same
degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of
his own affairs;

          (f)  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, coupon or
other paper or document, unless


                                    33
<PAGE> 41

requested in writing to do so by the holders of not less than a
majority in principal amount of the outstanding Debt Securities of the
series 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;

          (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; and

          (h)  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.

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


                                    34
<PAGE> 42

the Chairman of the Board of Directors, the President, a Managing
Director, a Vice President, the Treasurer or an Assistant Treasurer of
the Company.

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

          The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such
reasonable compensation as shall be agreed to in writing between
the Company and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any
of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel
and of all Persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence
or bad faith.  The Company also covenants to indemnify each of
the Trustee or any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against,
any and all loss, damage, claim, liability or expense including
taxes (other than taxes based on the income of the Trustee)
incurred without negligence or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses
of defending itself against any claim of liability in the
premises.  The obligations of the Company under this Section 6.06
to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder.  Such additional
indebtedness shall be secured by a lien prior to that of the 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 Section 5.01(d), Section 5.01(e) or Section 5.01(f), the
expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law.

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

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

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


                                    35
<PAGE> 43

Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

          SECTION 6.08.  Conflicting Interest of Trustee.
                         -------------------------------

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

          SECTION 6.09.  Eligibility of Trustee.
                         ----------------------

          The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the
United States of America or any state or territory thereof or of
the District of Columbia or a corporation or other Person
permitted to act as trustee by the Securities and Exchange
Commission authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least 50
million U.S. dollars ($50,000,000) and subject to supervision or
examination by federal, state, territorial, or District of
Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 6.09 the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
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; provided such corporation
                                    --------
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 6.09,
the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

          SECTION 6.10.  Resignation or Removal of Trustee.
                         ---------------------------------

          (a)  The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or
all series of Debt Securities 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 applicable series of
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
trustee or trustees with respect to the applicable series by
written instrument, in duplicate, executed by order of its Board
of Directors, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor Trustee.  If
no successor Trustee shall have been so appointed with respect to
any series of Debt Securities and have accepted appointment
within 30 days after the mailing of such notice of resignation to
the affected Securityholders, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a
successor Trustee, or any Securityholder who has been a bona fide
holder of a Debt Security or Debt Securities of the applicable
series for at least six months may, subject to


                                    36
<PAGE> 44

the provisions of Section 5.09, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor Trustee.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor
Trustee.

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

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

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

                   (3) the Trustee shall become incapable of acting, or
     shall be adjudged a bankrupt or insolvent, or a receiver of
     the Trustee or of its property shall be appointed, or any
     public officer shall take charge or control of the Trustee
     or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any
     such case, the Company may remove the Trustee and appoint a
     successor Trustee by written instrument, in duplicate,
     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, any Securityholder who
     has been a bona fide holder of a Debt Security or Debt
     Securities of the applicable series for at least six months
     may, on behalf of himself and all others similarly situated,
     petition any court of competent jurisdiction for the removal
     of the Trustee and the appointment of a successor Trustee.
     Such court may thereupon, after such notice, if any, as it
     may deem proper and prescribe, remove the Trustee and
     appoint 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 of any series at the time outstanding may
at any time remove the Trustee with respect to such series and
nominate a successor Trustee with respect to the applicable
series of Debt Securities, which shall be deemed appointed as
successor Trustee with respect to the applicable series unless
within ten Business Days after such nomination the Company
objects thereto, in which case the Trustee so removed or any
Securityholder of the applicable series, upon the terms and
conditions and otherwise as in subsection (a) of this Section
6.10 provided, may petition any court of competent jurisdiction
for an appointment of a successor Trustee with respect to such
series.

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

          SECTION 6.11.  Acceptance by Successor Trustee.
                         -------------------------------

          Any successor Trustee appointed as provided in Section
6.10 shall execute, acknowledge and deliver to the Company and to
its predecessor Trustee an instrument accepting


                                    37
<PAGE> 45

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

          If a successor Trustee is appointed with respect to the
Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to
the Debt Securities of any applicable series 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 of any series 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 6.11 unless at the time of such
acceptance such successor Trustee shall be qualified under the
provisions of Section 6.08 and eligible under the provisions of
Section 6.09.

          In no event shall a retiring Trustee be liable for the
acts or omissions of any successor Trustee hereunder.

          Upon acceptance of appointment by a successor Trustee
as provided in this Section 6.11, the Company shall mail notice
of the succession of such Trustee hereunder to the holders of
Debt Securities of any applicable series 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 Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of
the Company.

          SECTION 6.12.  Succession by Merger, etc.
                         -------------------------

          Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or


                                    38
<PAGE> 46

consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties
hereto; provided such corporation 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 of any series 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 of any series shall not have
been authenticated, any successor to the Trustee may authenticate
such Debt Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it
is anywhere in the Debt Securities of such series 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 of any series in the name of any
predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.

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

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

          SECTION 6.14.  Authenticating Agents.
                         ---------------------

          There may be one or more Authenticating Agents
appointed by the Trustee upon the request of the Company with
power to act on its behalf and subject to its direction in the
authentication and delivery of Debt Securities of any series
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 of such series; 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 of any series.  Any such
Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States
or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by
federal, state, territorial or District of Columbia authority.
If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority,
then for the purposes of this Section 6.14 the combined capital
and surplus of such corporation shall be deemed to be its
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


                                    39
<PAGE> 47

the provisions of this Section, it shall resign immediately
in the manner and with the effect herein specified in this
Section.

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

          Any Authenticating Agent may at any time resign with
respect to one or more or all series of Debt Securities 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 one or more or all series of
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 6.14, the Trustee may, and upon the request of
the Company shall, promptly appoint a successor Authenticating
Agent with respect to the applicable series eligible under this
Section 6.14, shall give written notice of such appointment to
the Company and shall mail notice of such appointment to all
holders of the applicable series of Debt Securities as the names
and addresses of such holders appear on the Debt Security
Register.  Any successor Authenticating Agent with respect to all
or any series upon acceptance of its appointment hereunder shall
become vested with all rights, powers, duties and
responsibilities with respect to such series of its predecessor
hereunder, with like effect as if originally named as
Authenticating Agent herein.

          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.

                            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 of any or all series 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 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 Eight, or (c) by a combination of such
instrument or instruments


                                    40
<PAGE> 48

and any such record of such a meeting of such Securityholders or
(d) by any other method the Trustee deems satisfactory.

          If the Company shall solicit from the Securityholders
of any series 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
series 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 of that series 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
of that series shall be computed as of the record date;
provided, however, that no such authorization, agreement
--------  -------
or consent by such Securityholders on the record date shall be
deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the
record date.

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

          Subject to the provisions of Section 6.01, 6.02 and
8.05, proof of the execution of any instrument by a
Securityholder or his agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The ownership of 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 him 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 (subject to Section 2.05)
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
his order shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Debt Security.


                                    41
<PAGE> 49

          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 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 pledgees
right to vote such Debt Securities and that the pledgee is not
the Company or any such other obligor or Person directly or
indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other
obligor.  In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

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

          At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 7.01, of the taking of any
action by the holders of the percentage in aggregate principal
amount of the 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 of any or all series may
be called at any time and from time to time pursuant to the
provisions of this Article Eight for any of the following
purposes:


                                    42
<PAGE> 50


          (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 of any or all series to take any action specified
in Section 8.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall
determine.  Notice of every meeting of the Securityholders of any
or all series, 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 of
each series affected at their addresses as they shall appear on
the Debt Securities Register for each series affected.  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 of any or all series, as the case
may be, then outstanding, shall have requested the Trustee to
call a meeting of Securityholders of any or all series, as the
case may be, 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 said
Borough of Manhattan for such meeting and may call such meeting
to take any action authorized in Section 8.01, by mailing notice
thereof as provided in Section 8.02.

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

          To be entitled to vote at any meeting of
Securityholders a Person shall (a) be a holder of one or more
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


                                    43
<PAGE> 51

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
think fit.

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

          Subject to the provisions of Section 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 (in the case of Original
Issue Discount Securities, such principal amount to be determined
as provided in the definition "outstanding") of Debt Securities
held or represented by him; provided, however, that no
                            --------  -------
vote shall be cast or counted at any meeting in respect of any
Debt Security challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of
Debt Securities held by him or instruments in writing as
aforesaid duly designating him as the Person to vote on behalf of
other Securityholders.  Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 may be
adjourned from time to time by a majority of those present,
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


                                    44
<PAGE> 52


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 principal
amount of the Debt Securities of a series shall constitute a
quorum for a meeting of Securityholders of such series;
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
principal amount of the Debt Securities of a series, the Persons
holding or representing such specified percentage in principal
amount of the Debt Securities of such series 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 of such series, 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 principal amount of the Debt Securities of
such series which shall constitute a quorum.

          Except as limited by the proviso in the first paragraph
of Section 9.02, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders
of a majority in principal amount of the Debt Securities of that
series; 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 which this Indenture
expressly provides may be given by the holders of not less than a
specified percentage in principal amount of the Debt Securities
of a series 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 a not less than
such specified percentage in principal amount of the Debt
Securities of that series.

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


                                    45
<PAGE> 53

                            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 (which shall conform
to the provisions of the Trust Indenture Act as then in effect),
without the consent of the Securityholders, for one or more of
the following purposes:

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

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

          (c)  to cure any ambiguity or to correct or supplement
any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make
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 of any series;

          (d)  to add to, delete from, or revise the terms of Debt
Securities of any series, 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 relating to such series as
required by Section 2.07 (for purposes of assuring that no
registration of Debt Securities of a series subject to transfer
restrictions 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 of any
series then outstanding (it being understood, for purposes of
this proviso, that transfer restrictions on Debt Securities of a
series substantially similar to those that were applicable to
Capital Securities of the related series shall not be deemed to
adversely affect the holders of the Debt Securities);


                                    46
<PAGE> 54

          (e)  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Debt Securities of one or more series 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 6.11;

          (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 of any
series, to establish the form of any certifications required to
be furnished pursuant to the terms of this Indenture or any
series of Debt Securities, or to add to the rights of the holders
of any series 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 Trustees own
rights, duties or immunities under this Indenture or otherwise.

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

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

          With the consent (evidenced as provided in Section
7.01) of the holders of not less than a majority in aggregate
principal amount of the Debt Securities at the time outstanding
of all series affected by such supplemental indenture (voting as
a class), the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act, then in effect,
applicable to indentures qualified thereunder) for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Debt Securities of each series so affected; provided,
                                                   --------
however, that no such supplemental indenture shall without
-------
the consent of the holders of each Debt Security then outstanding
and affected thereby (i) extend the fixed maturity of any Debt
Security of any series, or reduce the principal amount thereof or
any premium thereon, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest
or premium thereon payable in any coin or currency other than
that provided in the Debt Securities, or reduce the amount of the
principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity thereof
pursuant to Section 5.01 or the amount thereof provable in
bankruptcy pursuant to Section 5.02, 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


                                    47
<PAGE> 55

aforesaid percentage of Debt Securities the holders of which are
required to consent to any such supplemental indenture; provided,
                                                        --------
further, that if the Debt Securities of such series are held by a
-------
Mercantile Trust or a trustee of such trust, such supplemental indenture
shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Trust 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 Trust Securities of the applicable Mercantile Trust shall
have consented to such supplemental indenture.

          A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more
particular series of Debt Securities, or which modifies the
rights of Securityholders of such series with respect to such
covenant or provision, shall be deemed not to affect the rights
under this Indenture or the Securityholders of any other series.

          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 as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the
Trustees 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 of all series affected thereby as their names
and addresses appear upon the Debt Security Register.  Any
failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

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

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

          Any supplemental indenture executed pursuant to the
provisions of this Article IX shall comply with the Trust
Indenture Act, as then in effect to the extent applicable to
indentures qualified under the Trust Indenture Act.  Upon the
execution of any supplemental indenture pursuant to the
provisions of this Article IX, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and
the holders of Debt Securities of each series affected thereby
shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments


                                    48
<PAGE> 56

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 of any series authenticated and
delivered after the execution of any supplemental indenture
affecting such series pursuant to the provisions of this Article
IX may bear a notation as to any matter provided for in such
supplemental indenture.  If the Company or the Trustee shall so
determine, new Debt Securities of any series 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 of any series
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 13.06, 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

      CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

          Nothing contained in this Indenture or in the Debt
Securities of any series 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
the property of the Company or its successor or successors as an
entirety, or substantially as an entirety, 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, upon any such consolidation, merger
(where the Company is not the surviving corporation), sale,
conveyance, transfer or other disposition, the due and punctual
payment of the principal of (and premium, if any) and interest on
all of the Debt Securities of all series in accordance with the
terms of each series, according to their tenor, and the due and
punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or
established with respect to such series to be kept or performed
by the Company, shall be expressly assumed by supplemental
indenture (which shall conform to the provisions of the Trust


                                    49
<PAGE> 57

Indenture Act, as then in effect, applicable to indentures
qualified thereunder) satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

          SECTION 10.02.  Successor Entity to be Substituted.
                          ----------------------------------

          In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption
by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and premium,
if any, and interest on all of the 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 Mercantile Bancorporation Inc., 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 10.03.  Opinion of Counsel to be Given to
                          ---------------------------------
Trustee.
-------
          The Trustee, subject to the provisions of Sections 6.01
and 6.02, shall receive, in addition to the Opinion of Counsel
required by Section 9.05, an Opinion of Counsel as conclusive
evidence that any consolidation, merger, sale, conveyance,
transfer or other disposition, and any assumption, permitted or
required by the terms of this Article X complies with the
provisions of this Article X.

                            ARTICLE XI

             SATISFACTION AND DISCHARGE OF INDENTURE

          SECTION 11.01.  Discharge of Indenture.
                          ----------------------

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


                                    50
<PAGE> 58

destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) 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 2.08) 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 11.04, or (2) paid to any state or
to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in 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, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof
shall survive until such Debt Securities shall mature and be
paid.  Thereafter, Sections 6.10 and 11.04 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 11.02.  Deposited Moneys to be Held in Trust
                          ------------------------------------
by Trustee.
----------

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

          SECTION 11.03.  Paying Agent to Repay Moneys Held.
                          ---------------------------------

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


                                    51
<PAGE> 59

          SECTION 11.04.  Return of Unclaimed Moneys.
                          --------------------------

          Any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of, 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 XII

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                      OFFICERS AND DIRECTORS

          SECTION 12.01.  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 or director, as such, past,
present or future, of the Company or of any 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 XIII

                      MISCELLANEOUS PROVISIONS

          SECTION 13.01.  Successors.
                          ----------

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

          SECTION 13.02.  Official Acts by Successor 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.


                                    52
<PAGE> 60

          SECTION 13.03.  Surrender of Company Powers.
                          ---------------------------

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

          SECTION 13.04.  Addresses for Notices, etc.
                          --------------------------

          Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or by the holders of Debt Securities on the Company may
be given or served in writing by being deposited postage prepaid
by registered or certified mail in a post office letter box
addressed (until another address is filed by the Company, with
the Trustee for the purpose) to the Company, One Mercantile
Center, P.O. Box 524, St. Louis, Missouri 63166-0524, Attention:
Jon W. Bilstrom, General Counsel.  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
the Trustee, addressed to the Trustee, 450 West 33rd Street, New
York, New York 10001, Attention:  Global Trust Services.

          SECTION 13.05.  Governing Law.
                          -------------

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

          SECTION 13.06.  Evidence of Compliance with
                          ---------------------------
Conditions Precedent.
--------------------

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

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


                                    53
<PAGE> 61

          SECTION 13.07.  Non-Business Days.
                          -----------------

          Subject to Section 2.03, in any case where the date of
payment of interest on or principal of the Debt Securities will
be a Saturday, Sunday or a day on which banking institutions in
New York City (in the State of New York) and St. Louis (in the
State of Missouri) are permitted or required by any applicable
law to close, the payment of such interest on or principal of the
Debt Securities need not be made on such date but may be made on
the next succeeding day not a Saturday, Sunday or a day on which
banking institutions in such cities are permitted or required by
any applicable law to close, with the same force and effect as if
made on the date of payment and no interest shall accrue for the
period from and after such date.

          SECTION 13.08.  Trust Indenture Act to Control.
                          ------------------------------

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

          SECTION 13.09.  Table of Contents, Headings, etc.
                          --------------------------------

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

          SECTION 13.10.  Execution in Counterparts.
                          -------------------------

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

          SECTION 13.11.  Separability.
                          ------------

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

          SECTION 13.12.  Assignment.
                          ----------

          The Company will have the right at all times to assign
any of its rights or obligations under this Indenture to a direct
or indirect wholly owned Subsidiary of the Company, provided
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.


                                    54
<PAGE> 62

          SECTION 13.13.  Acknowledgment of Rights.
                          ------------------------

          The Company acknowledges that, with respect to any Debt
Securities held by any Mercantile Trust or the Institutional
Trustee of such Mercantile Trust, if the Institutional Trustee of
such Mercantile Trust fails to enforce its rights under this
Indenture as the holder of the series of Debt Securities held as
the assets of such Mercantile Trust after the holders of a
majority in liquidation amount of the Capital Securities of such
Mercantile Trust have so directed 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 Trustees
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 applicable series of Debt Securities on the
date such interest (or premium, if any) or principal is otherwise
payable (or in the case of redemption, on the redemption date),
the Company acknowledges that a holder of record of Capital
Securities of the Mercantile Trust that purchased the applicable
series of Debt Securities 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 applicable series of 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 applicable series of Debt Securities.

                         ARTICLE XIV

          REDEMPTION OF SECURITIES -- MANDATORY AND
                    OPTIONAL SINKING FUND

          SECTION 14.01.  Applicability of Article.
                          ------------------------

          The provisions of this Article shall be applicable to
the Debt Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Debt
Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Debt Securities of such series.

          SECTION 14.02.  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 of any series in accordance with their terms, it shall
fix a date for redemption and shall mail a notice of such
redemption at least 30 and not more than 60 days prior to the
date fixed for redemption to the holders of Debt Securities of
such series 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 of a series
designated for redemption as a whole or in part


                                    55
<PAGE> 63

shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series.

          Each such notice of redemption shall specify the CUSIP
number of the Debt Securities to be redeemed, the date fixed for
redemption, the redemption price at which Debt Securities of such
series 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 of such series are to be redeemed the notice of
redemption shall specify the numbers of the Debt Securities of
that series to be redeemed.  In case any Debt Security of a
series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount
equal to the unredeemed portion thereof will be issued.

          On or prior to the redemption date specified in the
notice of redemption given as provided in this Section, the
Company will deposit with the Trustee or with one or more paying
agents an amount of money sufficient to redeem on the redemption
date all the Debt Securities so called for redemption at the
appropriate redemption price, together with accrued interest to
the date fixed for redemption.

          If all, or less than all, the Debt Securities of a
series are to be redeemed, the Company will give the Trustee
notice not less than 45 nor more than 60 days, respectively,
prior to the redemption date as to the aggregate principal amount
of Debt Securities of that series to be redeemed and the Trustee
shall select, in such manner as in its sole discretion it shall
deem appropriate and fair, the Debt Securities of that series or
portions thereof (in integral multiples of $1,000, except as
otherwise set forth in the applicable form of Debt Security) to
be redeemed.

          SECTION 14.03.  Payment of Debt Securities Called for
                          -------------------------------------
Redemption.
----------

          If notice of redemption has been given as provided in
Section 14.02 or Section 14.04, the Debt Securities or portions
of Debt Securities of the series with respect to which such
notice has been given shall become due and payable on the date
and at the place or places stated in such notice at the
applicable redemption price, together with interest accrued to
the date fixed for redemption, and on and after said date (unless
the Company shall default in the payment of such Debt Securities
at the redemption price, together with interest accrued to said
date) interest on the Debt Securities or portions of Debt
Securities of any series 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, the said Debt
Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price,
together with interest accrued thereon to the date fixed for
redemption.

          Upon presentation of any Debt Security of any series
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 such


                                    56
<PAGE> 64

series of authorized denominations, in principal amount equal to the
unredeemed portion of the Debt Security so presented.

          SECTION 14.04.  Mandatory and Optional Sinking Fund.
                          -----------------------------------

          The minimum amount of any sinking fund payment provided
for by the terms of Debt Securities of any series is herein
referred to as a "mandatory sinking fund payment," and any
payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series is herein referred to as
an "optional sinking fund payment."  The last date on which any
such payment may be made is herein referred to as a "sinking fund
payment date."

          In lieu of making all or any part of any mandatory
sinking fund payment with respect to any Debt Securities of a
series in cash, the Company may at its option (a) deliver to the
Trustee Debt Securities of that series theretofore purchased by
the Company and (b) may apply as a credit Debt Securities of that
series which have been redeemed either at the election of the
Company pursuant to the terms of such Debt Securities or through
the application of optional sinking fund payments pursuant to the
next succeeding paragraph, in each case in satisfaction of all or
any part of any mandatory sinking fund payment, provided that
such Debt Securities have not been previously so credited.  Each
such Debt Security so delivered or applied as a credit shall be
credited at the sinking fund redemption price for such Debt
Securities and the amount of any mandatory sinking fund shall be
reduced accordingly.  If the Company intends so to deliver or
credit such Debt Securities with respect to any mandatory sinking
fund payment it shall deliver to the Trustee at least 60 days
prior to the next succeeding sinking fund payment date for such
series (a) a certificate signed by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Company
specifying the portion of such sinking fund payment, if any, to
be satisfied by payment of cash and the portion of such sinking
fund payment, if any, which is to be satisfied by delivering and
crediting such Debt Securities and the basis for such credit and
stating that such Debt Securities have not been previously so
credited and (b) any Debt Securities to be so delivered.  All
Debt Securities so delivered to the Trustee shall be canceled by
the Trustee and no Debt Securities shall be authenticated in lieu
thereof.  If the Company fails to deliver such certificate and
Debt Securities at or before the time provided above, the Company
shall not be permitted to satisfy any portion of such mandatory
sinking fund payment by delivery or credit of Debt Securities.

          At its option the Company may pay into the sinking fund
for the retirement of Debt Securities of any particular series,
on or before each sinking fund payment date for such series, any
additional sum in cash as specified by the terms of such series
of Debt Securities.  If the Company intends to exercise its right
to make any such optional sinking fund payment, it shall deliver
to the Trustee at least 60 days prior to the next succeeding
sinking fund payment date for such series a certificate signed by
the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer of the Company stating that the Company
intends to exercise such optional right and specifying the amount
which the Company intends to pay on such sinking fund payment
date.  If the Company fails to deliver such certificate at or
before the time provided above, the Company shall not be
permitted to make any optional sinking fund payment with


                                    57
<PAGE> 65

respect to such sinking fund payment date.  To the extent that such
right is not exercised in any year it shall not be cumulative or
carried forward to any subsequent year.

          If the sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding
sinking fund payments made in cash shall exceed $50,000 (or a
lesser sum if the Company shall so request) with respect to the
Debt Securities of any particular series, it shall be applied by
the Trustee or one or more paying agents on the next succeeding
sinking fund payment date to the redemption of Debt Securities of
such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption.  The Trustee
shall select, in the manner provided in Section 14.02, for
redemption on such sinking fund payment date a sufficient
principal amount of Debt Securities of such series to absorb said
cash, as nearly as may be, and the Trustee shall, at the expense
and in the name of the Company, thereupon cause notice of
redemption of Debt Securities of such series to be given in
substantially the manner and with the effect provided in Sections
14.02 and 14.03 for the redemption of Debt Securities of that
series in part at the option of the Company, except that the
notice of redemption shall also state that the Debt Securities of
such series are being redeemed for the sinking fund.  Any sinking
fund moneys not so applied or allocated by the Trustee or any
paying agent to the redemption of Debt Securities of that series
shall be added to the next cash sinking fund payment received by
the Trustee or such paying agent and, together with such payment,
shall be applied in accordance with the provisions of this
Section 14.04.  Any and all sinking fund moneys held by the
Trustee or any paying agent on the maturity date of the Debt
Securities of any particular series, and not held for the payment
or redemption of particular Debt Securities of such series, shall
be applied by the Trustee or such paying agent, together with
other moneys, if necessary, to be deposited sufficient for the
purpose, to the payment of the principal of the Debt Securities
of that series at maturity.

          On or before 10:00 a.m. on each sinking fund payment
date, the Company shall pay to the Trustee or to one or more
paying agents in cash a sum equal to all interest accrued to the
date fixed for redemption on Debt Securities to be redeemed on
the next following sinking fund payment date pursuant to this
Section.

          Neither the Trustee nor any paying agent shall redeem
any Debt Securities of a series with sinking fund moneys, and the
Trustee shall not mail any notice of redemption of Debt
Securities for such series by operation of the sinking fund,
during the continuance of a default in payment of interest on
such Debt Securities or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph),
except that if the notice of redemption of any Debt Securities
shall theretofore have been mailed in accordance with the
provisions hereof, the Trustee or any paying agent shall redeem
such Debt Securities if cash sufficient for that purpose shall be
deposited with the Trustee or such paying agent for that purpose
in accordance with the terms of this Article XIV.  Except as
aforesaid, any moneys in the sinking fund for such series at the
time when any such default or Event of Default shall occur and
any moneys thereafter paid into the sinking fund shall, during
the continuance of such default or Event of Default, be held as
security for the payment of all such Debt Securities;
provided, however, that in case such Event of Default or
--------  -------
default, shall have been cured or waived as provided herein,


                                    58
<PAGE> 66

such moneys shall thereafter be applied on the next succeeding sinking
fund payment date on which such moneys may be applied pursuant to
the provisions of this Section 14.04.

                            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 or by any Board Resolution ("Additional Provisions") by
such Securityholders 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 principal of, and
premium, if any, and interest on all Debt Securities issued
hereunder and under any Additional Provisions shall, to the
extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of
all Senior Indebtedness of the Company, whether outstanding at
the date of this Indenture or thereafter incurred.

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

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

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


                                    59
<PAGE> 67

          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 account of
the principal (and premium, if any) or interest 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 moneys worth,
after giving effect to any concurrent payment or distribution to
or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the
Trustee.

          In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, prohibited by
the foregoing, shall be received by the Trustee before all Senior
Indebtedness 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 (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Senior
Indebtedness are not, without the consent of such


                                    60
<PAGE> 68

holders, altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of
this Section 15.03 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with
the conditions stated in Article X of this Indenture.  Nothing in
Section 15.02 or in this Section 15.03 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 6.06 of
this Indenture.

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

          Subject to the payment in full of all Senior
Indebtedness 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 the principal of (and premium, if any) and
interest 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 Securities, on
the one hand, and the holders of such Senior Indebtedness, on the
other hand.

          Nothing contained in this Article XV or elsewhere in
this Indenture, any Additional Provisions or in the Debt
Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior
Indebtedness of the Company, and the holders of the Debt
Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debt Securities the
principal of (and premium, if any) and interest 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


                                    61
<PAGE> 69

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

          The Trustee, subject to the provisions of Article VI of
this Indenture, shall be entitled to conclusively rely on the
delivery to it of a written notice by a Person representing
himself 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


                                    62
<PAGE> 70

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

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

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

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

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


                                    63
<PAGE> 71

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

          The Chase Manhattan Bank hereby accepts the trusts in
this Indenture declared and provided, upon the terms and
conditions herein above set forth.


                                    64
<PAGE> 72

          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.

                                MERCANTILE BANCORPORATION INC.

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

                                THE CHASE MANHATTAN BANK, as
                                  Trustee

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

                                    65