<PAGE>

                               BARNETT BANKS, INC.


                                       TO


                       THE FIRST NATIONAL BANK OF CHICAGO

                     a national banking association, Trustee






                                    INDENTURE


                          Dated as of December 2, 1996





                  7.95% Junior Subordinated Debentures due 2026













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                                TABLE OF CONTENTS


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                                                                            ----
                                     ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. . . . . . . . . . .   1

SECTION 101.  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .   1
     Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Adjusted Treasury Rate. . . . . . . . . . . . . . . . . . . . . . . . .   2
     Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Capital Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Cedel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Comparable Treasury Issue . . . . . . . . . . . . . . . . . . . . . . .   3
     Comparable Treasury Price . . . . . . . . . . . . . . . . . . . . . . .   3
     Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . . . . .   4
     Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     DWAC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Extension Period. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Federal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Initial Purchasers. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Institutional Accredited Investor . . . . . . . . . . . . . . . . . . .   5
     Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Investment Company Event. . . . . . . . . . . . . . . . . . . . . . . .   5


                                      -i-
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     Junior Subordinated Securities. . . . . . . . . . . . . . . . . . . . .   6
     Legal Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     New Junior Subordinated Securities. . . . . . . . . . . . . . . . . . .   6
     Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Predecessor Security. . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Private Placement Legend. . . . . . . . . . . . . . . . . . . . . . . .   7
     Property Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Qualified Institutional Buyer" or "QIB. . . . . . . . . . . . . . . . .   7
     Quotation Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Reference Treasury Dealer Quotations. . . . . . . . . . . . . . . . . .   8
     Registration Rights Agreement . . . . . . . . . . . . . . . . . . . . .   8
     Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Regulation S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Regulation S Global Security. . . . . . . . . . . . . . . . . . . . . .   8
     Regulatory Capital Event. . . . . . . . . . . . . . . . . . . . . . . .   8
     Remaining Life. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Restricted Global Security. . . . . . . . . . . . . . . . . . . . . . .   9
     Restricted Period . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Restricted Security . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Securities Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Security Registrar. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Special Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Stated Maturity". . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Tax Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Treasury Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . .  10
     Vice President. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

                                      -ii-
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SECTION 102.  Compliance Certificates and Opinions . . . . . . . . . . . . .  10

SECTION 103.  Form of Documents Delivered to Trustee . . . . . . . . . . . .  11

SECTION 104.  Acts of Holders; Record Dates. . . . . . . . . . . . . . . . .  11

SECTION 105.  Notices, Etc. to Trustee and the Company . . . . . . . . . . .  12

SECTION 106.  Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . .  13

SECTION 107.  Conflict With Trust Indenture Act. . . . . . . . . . . . . . .  13

SECTION 108.  Effect of Headings and Table of Contents . . . . . . . . . . .  13

SECTION 109.  Separability Clause. . . . . . . . . . . . . . . . . . . . . .  13

SECTION 110.  Benefits of Indenture. . . . . . . . . . . . . . . . . . . . .  14

SECTION 111.  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . .  14

SECTION 112.  Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . .  14

                                    ARTICLE TWO

SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

                                  ARTICLE THREE

                                 THE SECURITIES. . . . . . . . . . . . . . .  15

SECTION 301.  Title and Terms. . . . . . . . . . . . . . . . . . . . . . . .  15

SECTION 302.  Denominations. . . . . . . . . . . . . . . . . . . . . . . . .  17

SECTION 303.  Execution, Authentication, Delivery and Dating . . . . . . . .  17

SECTION 304.  Temporary Securities . . . . . . . . . . . . . . . . . . . . .  18

SECTION 305.  Registration; Registration of Transfer and Exchange. . . . . .  18

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities . . . . . . .  19

SECTION 307.  Payment of Interest; Interest Rights Preserved . . . . . . . .  20


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SECTION 308.  Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . .  21

SECTION 309.  Cancellation . . . . . . . . . . . . . . . . . . . . . . . . .  21

SECTION 310.  Computation of Interest. . . . . . . . . . . . . . . . . . . .  22

SECTION 311.  Right of Set-off . . . . . . . . . . . . . . . . . . . . . . .  22

SECTION 312.  CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . .  22

SECTION 313.  Global Securities. . . . . . . . . . . . . . . . . . . . . . .  22

SECTION 314.  Restrictive Legend . . . . . . . . . . . . . . . . . . . . . .  24

SECTION 315.  Special Transfer Provisions. . . . . . . . . . . . . . . . . .  26

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE; DEFEASANCE. . . . . . . . .  29

SECTION 401.  Satisfaction and Discharge of Indenture. . . . . . . . . . . .  29

SECTION 402.  Legal Defeasance . . . . . . . . . . . . . . . . . . . . . . .  30

SECTION 403.  Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . .  30

SECTION 404.  Conditions to Legal Defeasance or Covenant Defeasance. . . . .  31

SECTION 405.  Application of Trust Money . . . . . . . . . . . . . . . . . .  32

SECTION 406.  Indemnity for U.S. Government Obligations. . . . . . . . . . .  32

                                  ARTICLE FIVE

                                    REMEDIES . . . . . . . . . . . . . . . .  32

SECTION 501.  Events of Default. . . . . . . . . . . . . . . . . . . . . . .  32

SECTION 502.  Acceleration of Maturity; Rescission and Annulment . . . . . .  33

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
              Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

SECTION 504.  Trustee may File Proofs of Claim . . . . . . . . . . . . . . .  35

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SECTION 505.  Trustee may Enforce Claims Without Possession of Securities. .  35

SECTION 506.  Application of Money Collected . . . . . . . . . . . . . . . .  35

SECTION 507.  Limitation on Suits. . . . . . . . . . . . . . . . . . . . . .  36

SECTION 508.  Unconditional Right of Holders to Receive Principal and
              Interest; Capital Security Holders' Rights . . . . . . . . . .  36

SECTION 509.  Restoration of Rights and Remedies . . . . . . . . . . . . . .  37

SECTION 510.  Rights and Remedies Cumulative . . . . . . . . . . . . . . . .  37

SECTION 511.  Delay or Omission not Waiver . . . . . . . . . . . . . . . . .  37

SECTION 512.  Control by Holders . . . . . . . . . . . . . . . . . . . . . .  37

SECTION 513.  Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . .  38

SECTION 514.  Undertaking for Costs. . . . . . . . . . . . . . . . . . . . .  38

SECTION 515.  Waiver of Stay or Extension Laws . . . . . . . . . . . . . . .  39

                                   ARTICLE SIX

                                     TRUSTEE . . . . . . . . . . . . . . . .  39

SECTION 601.  Certain Duties and Responsibilities. . . . . . . . . . . . . .  39

SECTION 602.  Notice of Defaults . . . . . . . . . . . . . . . . . . . . . .  39

SECTION 603.  Certain Rights of Trustee. . . . . . . . . . . . . . . . . . .  40

SECTION 604.  Not Responsible for Recitals or Issuance of Securities . . . .  41

SECTION 605.  Trustee and Other Agents may Hold Securities . . . . . . . . .  41

SECTION 606.  Money Held in Trust. . . . . . . . . . . . . . . . . . . . . .  41

SECTION 607.  Compensation; Reimbursement; and Indemnity . . . . . . . . . .  41

SECTION 608.  Disqualification; Conflicting Interests. . . . . . . . . . . .  42

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SECTION 609.  Corporate Trustee Required; Eligibility. . . . . . . . . . . .  42

SECTION 610.  Resignation and Removal; Appointment of Successor. . . . . . .  42

SECTION 611.  Acceptance of Appointment by Successor . . . . . . . . . . . .  43

SECTION 612.  Merger, Conversion, Consolidation or Succession to Business. .  44

SECTION 613.  Preferential Collection of Claims Against Company. . . . . . .  44

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . .  44

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders. . .  44

SECTION 702.  Preservation of Information; Communications to Holders . . . .  45

SECTION 703.  Reports by Trustee . . . . . . . . . . . . . . . . . . . . . .  45

SECTION 704.  Reports by Company . . . . . . . . . . . . . . . . . . . . . .  45

                                   ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . .  46

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms . . . . .  46

SECTION 802.  Successor Person Substituted . . . . . . . . . . . . . . . . .  46

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES . . . . . . . . . . . .  47

SECTION 901.  Supplemental Indentures Without Consent of Holders . . . . . .  47

SECTION 902.  Supplemental Indentures With Consent of Holders. . . . . . . .  48

SECTION 903.  Execution of Supplemental Indentures . . . . . . . . . . . . .  49

SECTION 904.  Effect of Supplemental Indentures. . . . . . . . . . . . . . .  49

SECTION 905.  Conformity With Trust Indenture Act. . . . . . . . . . . . . .  49

                                      -vi-
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SECTION 906.  Reference in Securities to Supplemental Indentures . . . . . .  49

                                   ARTICLE TEN

                                    COVENANTS. . . . . . . . . . . . . . . .  49

SECTION 1001.  Payment of Principal and Interest . . . . . . . . . . . . . .  49

SECTION 1002.  Maintenance of Office or Agency . . . . . . . . . . . . . . .  49

SECTION 1003.  Money for Security Payments to be Held in Trust . . . . . . .  50

SECTION 1004.  Statements by Officers as to Default. . . . . . . . . . . . .  51

SECTION 1005.  Existence . . . . . . . . . . . . . . . . . . . . . . . . . .  51

SECTION 1006.  Maintenance of Properties . . . . . . . . . . . . . . . . . .  51

SECTION 1007.  Payment of Taxes and Other Claims . . . . . . . . . . . . . .  52

SECTION 1008.  Waiver of Certain Covenants . . . . . . . . . . . . . . . . .  52

SECTION 1009.  Payment of the Trust's Costs and Expenses . . . . . . . . . .  52

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES . . . . . . . . . . .  53

SECTION 1101.  Securities Subordinate to Indebtedness. . . . . . . . . . . .  53

SECTION 1102.  Default on Indebtedness . . . . . . . . . . . . . . . . . . .  53

SECTION 1103.  Prior Payment of Indebtedness Upon Acceleration of
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . .  54

SECTION 1104.  Liquidation; Dissolution; Bankruptcy. . . . . . . . . . . . .  54

SECTION 1105.  Subrogation . . . . . . . . . . . . . . . . . . . . . . . . .  56

SECTION 1106.  Trustee to Effectuate Subordination . . . . . . . . . . . . .  57

SECTION 1107.  Notice by the Company . . . . . . . . . . . . . . . . . . . .  57

SECTION 1108.  Rights of the Trustee; Holders of Indebtedness. . . . . . . .  58

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SECTION 1109.  Subordination may not be Impaired . . . . . . . . . . . . . .  58

                                  ARTICLE TWELVE

                            REDEMPTION OF SECURITIES . . . . . . . . . . . .  59

SECTION 1201.  Optional Redemption; Conditions to Optional Redemption. . . .  59

SECTION 1202.  Applicability of Article. . . . . . . . . . . . . . . . . . .  60

SECTION 1203.  Election to Redeem; Notice to Trustee . . . . . . . . . . . .  60

SECTION 1204.  Selection by Trustee of Securities to be Redeemed . . . . . .  60

SECTION 1205.  Notice of Redemption. . . . . . . . . . . . . . . . . . . . .  60

SECTION 1206.  Deposit of Redemption Price . . . . . . . . . . . . . . . . .  61

SECTION 1207.  Securities Payable on Redemption Date . . . . . . . . . . . .  61


                                     -viii-

<PAGE>

                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:


TRUST INDENTURE                                                        INDENTURE
ACT SECTION                                                            SECTION 
---------------                                                        ---------


Section 310(a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
        (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
        (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
        (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .608, 610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .702(b)
        (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .702(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .703(a)
        (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101, 1004
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .703(a)
        (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .703(a)
        (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .703(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
        (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
        (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
        (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
        (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
        (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602
        (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
        (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
        (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
        (a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502
        (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
        (a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
        (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104(c)
Section 317(a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
        (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
        (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

<PAGE>

          This INDENTURE is dated as of December 2, 1996, between BARNETT 
BANKS, INC., a corporation duly organized and existing under the laws of the 
State of Florida (herein called the "Company"), having its principal office 
at 50 North Laura Street, Jacksonville, Florida 32202, and THE FIRST NATIONAL 
BANK OF CHICAGO, a national banking association, as Trustee (herein called 
the "Trustee").  

                                    RECITALS

          WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of its 7.95% Junior Subordinated Debentures due 2026 (the "Junior
Subordinated Securities") and its 7.95% New Junior Subordinated Debentures due
2026 (the "New Junior Subordinated Securities", and together with the Junior
Subordinated Securities, the "Securities") to be issued in exchange for the
Junior Subordinated Securities.

          WHEREAS, Barnett Capital II (the "Trust") has offered to the public
$200,000,000 aggregate liquidation amount of its 7.95% Capital Securities (the
"Capital Securities") representing undivided beneficial interests in the assets
of the Trust and proposes to invest the proceeds from such offering and the
proceeds from the issuance of its Common Securities in $206,186,000 aggregate
principal amount of the Securities.

          WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture.

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.

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

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular and the
masculine as well as the feminine;

<PAGE>

                                                                               2


          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;

          (4) 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;

          (5) a reference to any Person shall include its successor and
assigns;

          (6) a reference to any agreement or instrument shall mean such
agreement or instrument as supplemented, modified, amended or amended and
restated and in effect from time to time;

          (7) a reference to any statute, law, rule or regulation, shall
include any amendments thereto applicable to the relevant Person, and any
successor statute, law, rule or regulation; and

          (8) a reference to any particular rating category shall be deemed to
include any corresponding successor category, or any corresponding rating
category issued by a successor or subsequent rating agency.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

          "Adjusted Treasury Rate" means, with respect to any Redemption Date,
the Treasury Rate plus (i) 1.25% if such Redemption Date occurs on or before
December 1, 1997 or (ii) 0.50% if such Redemption Date occurs after December 1,
1997.

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

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

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

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors 

<PAGE>

                                                                               3


and to be in full force and effect on the date of such certification, and 
delivered to the Trustee.

          "Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed or a day on which the Corporate Trust
Office of the Trustee, or the principal office of the Property Trustee, under
the Declaration, is closed for business.

          "Capital Securities" has the meaning specified in the Recitals to this
instrument.

          "Cedel" means Cedel, S.A.

          "Closing Date" means December 2, 1996.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

          "Common Securities" means the common securities issued by the Trust.

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, a President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

          "Comparable Treasury Issue" means with respect to any Redemption Date
the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining
Life.  If no United States treasury security has a maturity which is within a
period from three months before to three months after December 1, 2006, the two
most closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

          "Comparable Treasury Price" means (A) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (B) if the Indenture
Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the
average of all such Quotations.

<PAGE>

                                                                               4


          "Corporate Trust Office" means the principal office of the Trustee in
the City of New York, at which at any particular time its corporate trust
business shall be administered and which at the date of this Indenture is
located at 153 West 51st Street, New York, New York 10019.

          "Covenant Defeasance" has the meaning specified in Section 403.

          "Declaration" means the Amended and Restated Declaration of Trust
among the Company, as Sponsor and the Trustee, as the initial Property Trustee,
First Chicago Delaware Inc., a Delaware corporation, as the initial Delaware
Trustee, and Paris P. Thermenos, Charles W. Newman and Patrick J. McCann, as the
initial Regular Trustees, dated as of December 2, 1996.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Depositary" means, with respect to Securities issuable in whole or in
part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such
Securities.

          "DWAC" means Deposit and Withdrawal At Custodian Service.

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor legislation.

          "Extension Period" has the meaning specified in Section 301.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System.

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

          "Global Security" means a Security that evidences all or part of the
Securities and is authenticated and delivered to, and registered in the name of,
the Depositary for such Securities or a nominee thereof.

          "Guarantee" means the Guarantee Agreement, dated as of December 2,
1996, made by the Company in favor of The First National Bank of Chicago, as
trustee thereunder for the benefit of the Holders (as defined therein) of the
Capital Securities and the holder of the Common Securities.

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

<PAGE>

                                                                               5


          "Indebtedness" means, with respect to any Person, whether recourse is
to all or a portion of the assets of such Person and whether or not contingent,
(i) every obligation of such Person for money borrowed, (ii) every obligation 
of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business), (v) every capital lease obligation of such Person,
(vi) every obligation of such person for claims (as defined in Section 101(4) of
the United States Bankruptcy Code of 1978, as amended) in respect of derivative
products such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements and (vii) every obligation of the type
referred to in clauses (i) through (vi) of another person and all dividends of
another person the payment of which, in either case, such person has guaranteed
or is responsible or liable, directly or indirectly, as obligor or otherwise;
PROVIDED that "Indebtedness" shall not include (i) any obligations which, by
their terms, are expressly stated to rank PARI PASSU in right of payment with,
or to not be superior in right of payment to, the Securities, (ii) any
Indebtedness of the Company which when incurred and without respect to any
election under Section 1111(b) of the United States Bankruptcy Code of 1978, as
amended, was without recourse to the Company, (iii) any Indebtedness of the
Company to any of its subsidiaries, (iv) Indebtedness to any employee of the
Company or (v) any indebtedness in respect of debt securities issued to any
trust, or a trustee of such trust, partnership or other entity affiliated with
the Company that is a financing entity of the Company in connection with the
issuance of such financing entity or securities that are similar to the Capital
Securities.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

          "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., Merrill Lynch & Co. and Salomon Brothers Inc. 

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as the term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

          "Interest Payment Date", when used with respect to any installment of
interest on a Security, means the date specified in such Security as the fixed
date on which an installment of interest with respect to the Securities is due
and payable.

          "Investment Company Event" means the receipt by the Trust of an
Opinion of Counsel having a recognized national securities practice to the
effect that, as a result of the occurrence of a change in law or regulation or a
change in interpretation or application of law 

<PAGE>

                                                                               6


or regulation by any legislative body, court, governmental agency or 
regulatory authority (a "Change in 1940 Act Law"), the Trust is or will be 
considered an "investment company" that is required to be registered under 
the Investment Company Act of 1940 as amended, which Change in 1940 Act Law 
becomes effective on or after the date of original issuance of the Securities.

          "Junior Subordinated Securities" has the meaning specified in the
Recitals to this instrument.

          "Legal Defeasance" has the meaning specified in Section 402.

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

          "New Junior Subordinated Securities" has the meaning specified in the
Recitals to this instrument.

          "Officers' Certificate" means a certificate signed on behalf of the
Company by the Chairman of the Board, a Vice Chairman of the Board, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.  One of the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.  Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

          (a)  a statement that each officer signing the Officers' Certificate
on behalf of the Company has read the covenant or condition and the definitions
relating thereto;

          (b)  a brief statement of the nature and scope of the examination or
investigation undertaken by each officer on behalf of the Company in rendering
the Officers' Certificate;

          (c)  a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

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

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Trustee.  An opinion of counsel may rely
on certificates as to matters of fact.

<PAGE>

                                                                               7


          "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities authenticated and delivered under this
Indenture, except:  (i) Securities cancelled by the Trustee or delivered to the
Trustee for cancellation; (ii) Securities for whose payment or redemption money
in the necessary amount has been deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holder of
such Securities; PROVIDED that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and (iii) Securities which
have been paid pursuant to Section 306, or in exchange or for in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

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

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "Private Placement Legend" as defined in Section 314 of this
Indenture.

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

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

          "Quotation Agent" means (i) Morgan Stanley & Co. Incorporated and its
successors; PROVIDED, HOWEVER, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Indenture Trustee
after consultation with the Company.

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

          "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.


<PAGE>
                                                                            8

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

          "Registration Rights Agreement" means the Registration Rights
Agreement dated the date hereof between the Company and the Initial Purchasers
for the benefit of themselves and the Holders (as defined therein) of the
Capital Securities as the same may be amended from time to time in accordance
with the terms thereof.

          "Regular Record Date" for the interest payable on any Interest Payment
Date means the 15th day of the month prior to the relevant Interest Payment
Date.

          "Regulation S" means Regulation S under the Securities Act and any
successor regulation thereto.

          "Regulation S Global Security" means any Global Security or Securities
evidencing Securities that are to be traded pursuant to Regulation S.

          "Regulatory Capital Event" means that the Company shall have received
an opinion of independent bank regulatory counsel experienced in such matters to
the effect that, as a result of (a) any amendment to or change (including any
announced prospective change) in the laws (or any regulations thereunder) of the
United States or any rules, guidelines or policies of the Federal Reserve or (b)
any official administrative pronouncement or judicial decision for interpreting
or applying such laws or regulations which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Capital Securities, the Capital Securities do not constitute, or
within 90 days of the date thereof, will not constitute Tier I capital (or its
then equivalent); PROVIDED, HOWEVER, that the distribution of the Securities in
connection with the liquidation of the Trust by the Company shall not in and of
itself constitute a Regulatory Capital Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event.

          "Remaining Life" has the meaning specified in Section 1201.

          "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any Vice President, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer
or assistant trust officer, the controller or any assistant controller or any
other officer 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 his knowledge of and familiarity with the particular
subject.

<PAGE>
                                                                            9

          "Restricted Global Security" means any Global Security or Securities
evidencing Securities that are to be traded pursuant to Rule 144A.

          "Restricted Period" shall have the meaning specified in Section 315.

          "Restricted Security" has the meaning assigned to such term in Rule
144(a)(3) of the Securities Act.

          "Rule 144A" means Rule 144A under the Securities Act.

          "Securities" has the meaning specified in the Recitals to this
instrument.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Special Event" means either an Investment Company Event, a Regulatory
Capital Event or a Tax Event.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the date on which the principal, together with any accrued and unpaid interest,
of such Security or such installment of interest is due and payable.

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

          "Tax Event" means the receipt by the Trust of an Opinion of Counsel,
rendered by a law firm having a recognized national tax practice, to the effect
that, as a result of any amendment to, change in or announced proposed change in
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is adopted or which
pronouncement or decision is announced on or after the date of original issuance
of the Capital Securities under the Declaration, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to
income received or accrued on the Securities, (ii) interest payable by the
Company on the Securities is not, or within 90 days of the date of such opinion,
will 

<PAGE>
                                                                            10

not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes, or (iii) the Trust is, or will be within 90 days of
the date of such opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

          "Treasury Rate" means (i) the yield, under the heading which 
represents the average for the immediately prior week, appearing in the most 
recently published statistical release designated "H.15(519)" or any 
successor publication which is published weekly by the Federal Reserve and 
which establishes yields on actively traded United States Treasury securities 
adjusted to constant maturity under the caption "Treasury Constant 
Maturities", for the maturity corresponding to the Remaining Life (if no 
maturity is within three months before or after the Remaining Life, yields 
for the two published maturities most closely corresponding to the Remaining 
Life shall be determined and the Treasury Rate shall be interpolated or 
extrapolated from such yields on a straight-line basis, rounding to the 
nearest month) or (ii) if such release (or any successor release) is not 
published during the week preceding the calculation date or does not contain 
such yields, the rate per annum equal to the semi-annual equivalent yield to 
maturity of the Comparable Treasury Issue, calculated using a price for the 
Comparable Treasury Issue (expressed as a percentage of its principal amount) 
equal to the Comparable Treasury Price for such Redemption Date.  The 
Treasury Rate shall be calculated on the third business day preceding the 
Redemption Date.

          "Trust" means Barnett Capital II, a statutory business trust declared
and established pursuant to the Delaware Business Trust Act by the Declaration.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "U.S. Government Obligations" has the meaning specified in Section
404.

          "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

SECTION 102.  Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act.  Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall 

<PAGE>
                                                                            11

comply with the requirements of the Trust Indenture Act and any other 
requirement set forth in this Indenture.

SECTION 103.  Form of Documents Delivered to Trustee.

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

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

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

SECTION 104.  Acts of Holders; Record Dates.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee at the address specified in Section 105 and, where it is hereby
expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the 

<PAGE>
                                                                            12

execution thereof.  Where such execution is by a signer acting in a capacity 
other than his individual capacity, such certificate or affidavit shall also 
constitute sufficient proof of his authority.  The fact and date of the 
execution of any such instrument or writing, or the authority of the Person 
executing the same, may also be proved in any other manner which the Trustee 
deems sufficient.

          (c)  The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders.  If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be.

          With regard to any record date, only the Holders on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action.

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

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

SECTION 105.  Notices, Etc. to Trustee and the Company.

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

          (1)  the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Trustee Administration; or

          (2)  the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.

<PAGE>
                                                                            13

SECTION 106.  Notice to Holders; Waiver.

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

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107.  Conflict With Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the provision of the Trust Indenture Act
shall control.  If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as to modified or so
be excluded, as the case may be.

SECTION 108.  Effect of Headings and Table of Contents.

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

SECTION 109.  Separability Clause.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

<PAGE>
                                                                            14

SECTION 110.  Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Indebtedness, the holders of Capital Securities (to
the extent provided herein) and the Holders of Securities, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

SECTION 111.  GOVERNING LAW.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.  THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE
TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO
THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.

SECTION 112.  Legal Holidays.

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


                                 ARTICLE TWO

                                SECURITY FORMS

          The Junior Subordinated Securities in definitive form and the New
Junior Subordinated Securities in definitive form shall be in the form attached
hereto as Exhibit A; PROVIDED, that the New Junior Subordinated Securities shall
not contain any of the provisions following the Trustee's authentication.

          If the Securities are distributed to the holders of Capital 
Securities and Common Securities, the record holder (including any 
Depositary) of any Capital Securities or Common Securities shall be issued 
Securities in definitive, fully registered form without interest coupons, 
substantially in the form of Exhibit A hereto, with the legends in 
substantially the form of the legends existing on the security representing 
the Capital Securities or Common Securities to be exchanged (with such 
changes thereto as the officers 

<PAGE>
                                                                            15

executing such Securities determine to be necessary or appropriate, as 
evidenced by their execution of the Securities) and such other legends as may 
be applicable thereto (including any legend required by Section 313 or 
Section 314 hereof), duly executed by the Company and authenticated by the 
Trustee or the authenticating agent as provided herein, which Securities, if 
to be held in global form by any Depositary, may be deposited on behalf of 
the holders of the Securities represented thereby with the Trustee, as 
custodian for the Depositary, and registered in the name of a nominee of the 
Depositary.

          Any Global Security shall represent such of the outstanding Securities
as shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be increased or reduced to reflect transfers or exchanges
permitted hereby.  Any endorsement of a Global Security to reflect the amount of
any increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in such manner and upon instructions given by the holder of such
Securities in accordance with the Indenture.  Payment of principal of and
interest and premium, if any, on any Global Security shall be made to the holder
of such Global Security.

          The Securities shall have 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 the 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 Securities.

          The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these or other methods, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Title and Terms.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $206,186,000
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 906 or 1208.

          The Securities' Maturity shall be December 1, 2026.

          The Securities shall bear interest at the rate of 7.95% per annum,
from December 2, 1996 or from the most recent Interest Payment Date to which
interest has been


<PAGE>
                                                                           16 

paid or duly provided for, as the case may be, payable semi-annually (subject 
to deferral as set forth herein), in arrears, on June 1 and December 1 of 
each year, commencing June 1, 1997, until the principal thereof is paid or 
made available for payment.  Interest will compound semi-annually and will 
accrue at the rate of 7.95% per annum on any interest installment in arrears 
for more than one semi-annual period or during an extension of an interest 
payment period as set forth below in this Section 301.  In the event that any 
date on which interest is payable on the Securities is not a Business Day, 
then a payment of the interest payable on such date will be made on the next 
succeeding day which is a Business Day (and without any interest or other 
payment in respect of any such delay).

          The Company shall have the right, at any time during the term of the
Securities, from time to time, to defer payment of interest on such Security for
up to 10 consecutive semi-annual periods (an "Extension Period") PROVIDED that
no Extension Period may extend past the Maturity of the Security.  There may be
multiple Extension Periods of varying lengths during the term of the Securities.
At the end of each Extension Period, if any, the Company shall pay all interest
then accrued and unpaid, together with interest thereon, compounded semi-
annually at the rate specified on this Security to the extent permitted by
applicable law.  During any such Extension Period, the Company may not, and may
not permit any Subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Company that rank PARI PASSU with or junior in interest
to the Securities or make any guarantee payments with respect to any guarantee
by the Company of the debt securities of any Subsidiary of the Company if such
guarantee ranks PARI PASSU or junior in interest to the Securities (other than
(a) dividends or distributions in common stock of the Company, (b) payments
under the Guarantee, (c) any declaration of a dividend in connection with the
implementation of a stockholders' 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, and (d) purchases of common stock related to the issuance of
common stock or rights under any of the Company's benefit plans).  Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period, PROVIDED that no Extension Period may exceed 10
consecutive semi-annual periods or extend beyond the Stated Maturity of the
Securities.  Upon the termination of any such Extension Period and the payment
of all amounts then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period subject to the above requirements.  No interest
shall be due and payable during an Extension Period, except at the end thereof. 
The Company shall give the Property Trustee, the Regular Trustees and the
Debenture Trustee notice of its election of such Extension Period at least one
Business Day prior to the record date for the related interest payment.  

          The Trustee shall promptly give notice of the Company's selection of
such Extension Period to the Holders of the Capital Securities.

          The principal of and interest on the Securities shall be payable at
the office or agency of the Paying Agent in the United States maintained for
such purpose and at any other office or agency maintained by the Company for
such purpose in such coin or currency of the 

<PAGE>
                                                                           17 

United States of America as at the time of payment is legal tender for 
payment of public and private debts; PROVIDED, HOWEVER, that at the option of 
the Company payment of interest may be made (i) by check mailed to the 
address of the Person entitled thereto as such address shall appear in the 
Security Register or (ii) by wire transfer in immediately available funds at 
such place and to such account as may be designated by the Person entitled 
thereto as specified in the Security Register.

          The Securities shall be subordinated in right of payment to
Indebtedness as provided in Article Eleven.

          The Securities shall be redeemable as provided in Article Twelve.

SECTION 302.  Denominations.

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

SECTION 303.  Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, a President or one of its
Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

<PAGE>
                                                                           18 

SECTION 304.  Temporary Securities.

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

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder.  Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations.  Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

SECTION 305.  Registration; Registration of Transfer and Exchange.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities.  The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.

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

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

<PAGE>
                                                                           19 

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

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 304, 906 or 1208 not involving any transfer.

          If the Securities are to be redeemed in part, the Company shall not be
required (A) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 1204 and ending at the close of business on the day of
such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

          So long as the Securities are eligible for book-entry settlement with
the Depositary, or unless otherwise required by law, all Securities to be traded
on the PORTAL Market shall be represented by the Restricted Global Security
registered in the name of the Depositary or the nominee of the Depositary.

          The transfer and exchange of beneficial interests in any Global
Security, which does not involve the issuance of a definitive Security or the
transfer of interests to another Global Security, shall be effected through the
Depositary (but not the Trustee or the Custodian) in accordance with this
Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor.  Neither the Trustee nor the Custodian
(in such respective capacities) will have any responsibility for the transfer
and exchange of beneficial interests in such Global Security that does not
involve the issuance of a definitive Security or the transfer of interests to
another Global Security.

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall 

<PAGE>
                                                                           20 

authenticate and deliver, in lieu of any such destroyed, lost or stolen 
Security, a new Security of like tenor and principal amount and bearing a 
number not contemporaneously outstanding.

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

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

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

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

SECTION 307.  Payment of Interest; Interest Rights Preserved.

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each 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 

<PAGE>
                                                                           21 

payment of such Defaulted Interest which shall be not more than 15 days and 
not less than 10 days prior to the date of the proposed payment and not less 
than 10 days after the receipt by the Trustee of the notice of the proposed 
payment. The Trustee shall promptly notify the Company of such Special Record 
Date and, in the name and at the expense of the Company, shall cause notice 
of the proposed payment of such Defaulted Interest and the Special Record 
Date therefor to be mailed, first-class postage prepaid, to each Holder at 
his address as it appears in the Security Register, not less than 10 days 
prior to such Special Record Date.  Notice of the proposed payment of such 
Defaulted Interest and the Special Record Date therefor having been so 
mailed, such Defaulted Interest shall be paid to the Persons in whose names 
the Securities (or their respective Predecessor Securities) are registered at 
the close of business on such Special Record Date and shall no longer be 
payable pursuant to the following clause (2).

          (2)  The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and if so listed, 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.  Subject to the
foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue which, which were carried by such other Security.

SECTION 308.  Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee shall treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 307) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

SECTION 309.  Cancellation.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order.

<PAGE>
                                                                           22 

SECTION 310.  Computation of Interest.

          Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.  The amount of interest payable for any period
shorter than a full semi-annual period for which interest is computed will be
computed on the basis of actual number of days elapsed in such 180-day semi-
annual period.

SECTION 311.  Right of Set-off.

          Notwithstanding anything to the contrary in the Indenture, the Company
shall have the right to set-off any payment it is otherwise required to make
thereunder to the extent the Company has theretofore made, or is concurrently on
the date of such payment making, a related payment under the Guarantee.

SECTION 312.  CUSIP Numbers.

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

SECTION 313.  Global Securities.

          If the Securities are distributed to the holders of Capital
Securities, Securities distributed in respect of Capital Securities that are
held in global form by a Depositary will initially be issued as a Global
Security, unless such transfer cannot be effected through book-entry settlement.
If the Company shall establish that the Securities are to be issued in the form
of one or more Global Securities, then the Company shall execute and the Trustee
shall, in accordance with Section 303 and the Company Order, authenticate and
deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary, and (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instructions. 
Global Securities shall bear a legend substantially to the following effect:

          "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary.  Notwithstanding the provisions of Section 305,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Global Security representing all or a part of the
Securities may not be transferred in the manner provided in Section 305 except
as a whole by the Depositary to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such 

<PAGE>
                                                                           23 

Depositary or any such nominee to a successor Depositary or a nominee of such 
successor Depositary.  Every Security delivered upon registration or transfer 
of, or in exchange for, or in lieu of, this Global Security shall be a Global 
Security subject to the foregoing, except in the limited circumstances 
described above.  Unless this certificate is presented by an authorized 
representative of The Depository Trust Company, a New York corporation 
("DTC"), to the Company or its agent for registration of transfer, exchange 
or payment, and any certificate issued is registered in the name of Cede & 
Co. or in such other name as is requested by an authorized representative of 
DTC (and any payment is to be made to Cede & Co. or to such other entity as 
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR 
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 
inasmuch as the registered owner hereof, Cede & Co., has an interest herein." 

          Definitive Securities issued in exchange for all or a part of a Global
Security pursuant to this Section 313 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. 
Upon execution and authentication, the Trustee shall deliver such definitive
Securities to the persons in whose names such definitive Securities are so
registered.

          At such time as all interests in Global Securities have been redeemed,
repurchased or canceled, such Global Securities shall be, upon receipt thereof,
canceled by the Trustee in accordance with standing procedures and instructions
existing between the Depositary and the Custodian.  At any time prior to such
cancellation, if any interest in Global Securities is exchanged for definitive
Securities, redeemed, canceled or transferred to a transferee who receives
definitive Securities therefor or any definitive Security is exchanged or
transferred for part of Global Securities, the principal amount of such Global
Securities shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Custodian, be reduced or increased, as
the case may be, and an endorsement shall be made on such Global Securities by
the Trustee or the Custodian, at the direction of the Trustee, to reflect such
reduction or increase.

          The Company and the Trustee may for all purposes, including the making
of payments due on the Securities, deal with the Depositary as the authorized
representative of the Holders for the purposes of exercising the rights of
Holders hereunder.  The rights of the owner of any beneficial interest in a
Global Security shall be limited to those established by law and agreements
between such owners and depository participants or Euroclear and Cedel;
PROVIDED, that no such agreement shall give any rights to any person against the
Company or the Trustee without the written consent of the parties so affected. 
Multiple requests and directions from and votes of the Depositary as holder of
Securities in global form with respect to any particular matter shall not be
deemed inconsistent to the extent they do not represent an amount of Securities
in excess of those held in the name of the Depositary or its nominee.

          If at any time the Depositary for any Securities represented by one or
more Global Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Securities or if at any time the Depositary for
such Securities shall no longer be

<PAGE>
                                                                            24 

eligible under this Section 313, the Company shall appoint a successor 
Depositary with respect to such Securities.  If a successor Depositary for 
such Securities is not appointed by the Company within 90 days after the 
Company receives such notice or becomes aware of such ineligibility, the 
Company's election that such Securities be represented by one or more Global 
Securities shall no longer be effective and the Company shall execute, and 
the Trustee, upon receipt of a Company Order for the authentication and 
delivery of definitive Securities, will authenticate and deliver Securities 
in definitive registered form, in any authorized denominations, in an 
aggregate principal amount equal to the principal amount of the Global 
Security or Securities representing such Securities in exchange for such 
Global Security or Securities.

          The Company may at any time and in its sole discretion determine that
the Securities issued in the form of one or more Global Securities shall no
longer be represented by a Global Security or Securities.  In such event the
Company shall execute, and the Trustee, upon receipt of a Company Order or an
Officers' Certificate for the authentication and delivery of definitive
Securities, shall authenticate and deliver, Securities in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

          Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in Section 314(a)), Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

          Interests of beneficial owners in Global Security may be transferred
or exchanged for definitive Securities and definitive Securities may be
transferred or exchange for Global Securities in accordance with rules of the
Depositary and the provisions of Section 315.

          Any Security in global form may be endorsed with or have incorporated
in the text thereof such legends or recitals or changes not inconsistent with
the provisions of this Indenture as may be required by the Custodian, the
Depositary or by the National Association of Securities Dealers, Inc. in order
for the Securities to be tradeable on the PORTAL Market or as may be required
for the Securities to be tradeable on any other market developed for trading of
securities pursuant to Rule 144A or required to comply with any applicable law
or any regulation thereunder or with Regulation S or with the rules and
regulations of any securities exchange upon which the Securities may be listed
or traded or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Securities are
subject.

SECTION 314.  Restrictive Legend.

          (a)  Each Global Security and definitive Security that constitutes a
Restricted Security shall bear the following legend (the "Private Placement
Legend") on the face thereof 

<PAGE>
                                                                            25 

until three years after the later of the date of original issue and the last 
date on which the Company or any affiliate of the Company was the owner of 
such Capital Securities (or any predecessor thereto) (the "Resale Restriction 
Termination Date"), unless otherwise agreed by the Company and the Holder 
thereof:

          "THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
     HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
     REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS
     SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
     FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
     144A THEREUNDER.  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
     REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF THE COMPANY THAT:
     (I) IT HAS ACQUIRED A "RESTRICTED" SECURITY WHICH HAS NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL OR OTHERWISE
     TRANSFER THIS SECURITY PRIOR TO THE LATER OF THE DATE WHICH IS THREE YEARS
     AFTER THE DATE OF ORIGINAL ISSUANCE HEREOF AND THE LAST DATE ON WHICH THE
     COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF SUCH RESTRICTED
     SECURITIES (OR ANY PREDECESSOR) EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO
     A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
     SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
     PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
     "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D)
     OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     904 UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN
     EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE
     OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION; AND (III) IT WILL, AND
     EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS
     SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE, ANY OFFER,
     SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSES (II)(D) AND (E)
     IS SUBJECT TO THE RIGHT OF THE ISSUER OF THIS SECURITY AND THE PROPERTY
     TRUSTEE FOR SUCH SECURITIES TO REQUIRE THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO THEM IN FORM AND
     SUBSTANCE."

<PAGE>
                                                                            26 

          Any Security (or security issued in exchange or substitution therefor)
as to which such restrictions on transfer shall have expired in accordance with
their terms may, upon satisfaction of the requirements of Section 314(b) and
surrender of such Security for exchange to the Security registrar in accordance
with the provisions of this Section 314, be exchanged for a new Security or
Securities, of like tenor and aggregate principal amount, which shall not bear
the restrictive legend required by this Section 314(a).

          (b)  Upon any sale or transfer of any Restricted Security (including
any interest in a Global Security) (i) that is effected pursuant to an effective
registration statement under the Securities Act or (ii) in connection with which
the Trustee receives certificates and other information (including an opinion of
counsel, if requested) reasonably acceptable to the Company and the Trustee to
the effect that such security will no longer be subject to the resale
restrictions under federal and state securities laws, then (A) in the case of a
Restricted Security in definitive form, the Security registrar or co-registrar
shall permit the holder thereof to exchange such Restricted Security for a
security that does not bear the legend set forth in Section 314(a), and shall
rescind any such restrictions on transfer and (B) in the case of Restricted
Securities represented by a Global Security, such Security shall no longer be
subject to the restrictions contained in the legend set forth in Section 314(a)
(but still subject to the other provisions hereof).  In addition, any Security
(or security issued in exchange or substitution therefor) as to which the
restrictions on transfer described in the legend set forth in Section 314(a)
have expired by their terms, may, upon surrender thereof (in accordance with the
terms of this Indenture) together with such certifications and other information
(including an opinion of counsel having substantial experience in practice under
the Securities Act and otherwise reasonably acceptable to the Company, addressed
to the Company and the Trustee and in a form acceptable to the Company, to the
effect that the transfer of such Restricted Security has been made in compliance
with Rule 144 or such successor provision) acceptable to the Company and the
Trustee as either of them may reasonably require, be exchanged for a new
Security or Securities of like tenor and aggregate principal amount, which shall
not bear the restrictive legends set forth in Section 314(a).

SECTION 315.  Special Transfer Provisions.

          At any time at the request of the beneficial holder of an interest in
a Security in global form, such beneficial holder shall be entitled to obtain a
definitive Security upon written request to the Trustee in accordance with the
standing instructions and procedures existing between the Depositary and the
Trustee for the issuance thereof.  Any transfer of a beneficial interest in a
Security in global form which cannot be effected through book-entry settlement
must be effected by the delivery to the transferee (or its nominee) of a
definitive Security or Securities registered in the name of the transferee (or
its nominee) on the books maintained by the Trustee.  With respect to any such
transfer, the Trustee will cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Trustee, the aggregate
principal amount of the Security in global form to be reduced and, following
such reduction, the Company will execute and the Trustee will authenticate and
deliver to the transferee (or such transferee's nominee, as the case may be), a
Security or Securities in the appropriate aggregate principal amount in the name
of such transferee (or its nominee) and bearing such restrictive legends as may
be required by this Indenture.  In 

<PAGE>
                                                                            27 

connection with any such transfer, the Trustee may request such 
representations and agreements relating to the restrictions on transfer of 
such Security or Securities from such transferee (or such transferee's 
nominee) as the Trustee may reasonably require.

          So long as the Securities are eligible for book-entry settlement, or
unless otherwise required by law, upon any transfer of a definitive Security to
a QIB in accordance with Rule 144A, unless otherwise requested by the
transferor, and upon receipt of the definitive Security or Securities being so
transferred, together with a certification from the transferor that the
transferor reasonably believes the transferee is a QIB (or other evidence
satisfactory to the Trustee), the Trustee shall make an endorsement on the
Restricted Global Security to reflect an increase in the aggregate principal
amount of the Securities represented by the Restricted Global Security, the
Trustee shall cancel such definitive Security or Securities and cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Trustee, the aggregate principal amount of Securities
represented by the Restricted Global Security to be increased accordingly.

          So long as the Securities are eligible for book-entry settlement, or
unless otherwise required by law, upon any transfer of a definitive Security in
accordance with Regulation S, if requested by the transferor, and upon receipt
of the definitive Security or Securities being so transferred, together with a
certification from the transferor that the transfer was made in accordance with
Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (or other
evidence satisfactory to the Trustee), the Trustee shall make or direct the
Custodian to make, an endorsement on the Regulation S Global Security to reflect
an increase in the aggregate principal amount of the Securities represented by
the Regulation S Global Security, the Trustee shall cancel such definitive
Security or Securities and cause, or direct the Custodian to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Custodian, the aggregate principal amount of Securities
represented by the Regulation S Global Security to be increased accordingly.

          If a holder of a beneficial interest in the Restricted Global Security
wishes at any time to exchange its interest in the Restricted Global Security
for an interest in the Regulation S Global Security, or to transfer its interest
in the Restricted Global Security to a person who wishes to take delivery
thereof in the form of an interest in the Regulation S Global Security, such
holder may, subject to the rules and procedures of the Depositary and to the
requirements set forth in the following sentence, exchange or cause the exchange
or transfer or cause the transfer of such interest for an equivalent beneficial
interest in the Regulation S Global Security.  Upon receipt by the Trustee, as
transfer agent of (1) instructions given in accordance with the Depositary's
procedures from or on behalf of a holder of a beneficial interest in the
Restricted Global Security, directing the Trustee (via DWAC), as transfer agent,
to credit or cause to be credited a beneficial interest in the Regulation S
Global Security in an amount equal to the beneficial interest in the Restricted
Global Security to be exchanged or transferred, (2) a written order given in
accordance with the Depositary's procedures containing information regarding the
Euroclear or Cedel account to be credited with such increase and the name of
such account, and (3) a certificate given by the holder of such beneficial
interest stating that the exchange or transfer of such interest has been made
pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S or Rule

<PAGE>
                                                                            28 

144 under the Securities Act (or other evidence satisfactory to the Trustee),
the Trustee, as transfer agent, shall promptly deliver appropriate instructions
to the Depositary (via DWAC), its nominee, or the custodian for the Depositary,
as the case may be, to reduce or reflect on its records a reduction of the
Restricted Global Security by the aggregate principal amount of the beneficial
interest in such Restricted Global Security to be so exchanged or transferred
from the relevant participant, and the Trustee, as transfer agent, shall
promptly deliver appropriate instructions (via DWAC) to the Depositary, its
nominee, or the custodian for the Depositary, as the case may be, concurrently
with such reduction, to increase or reflect on its records an increase of the
principal amount of such Regulation S Global Security by the aggregate principal
amount of the beneficial interest in such Restricted Global Security to be so
exchanged or transferred, and to credit or cause to be credited to the account
of the person specified in such instructions (who may be Morgan Guaranty Trust
Company of New York, Brussels office, as operator of Euroclear or Cedel or
another agent member of Euroclear or Cedel, or both, as the case may be, acting
for and on behalf of them) a beneficial interest in such Regulation S Global
Security equal to the reduction in the principal amount of such Restricted
Global Security.

          If a holder of a beneficial interest in the Regulation S Global
Security wishes at any time to exchange its interest in the Regulation S Global
Security for an interest in the Restricted Global Security, or to transfer its
interest in the Regulation S Global Security to a person who wishes to take
delivery thereof in the form of an interest in the Restricted Global Security,
such holder may, subject to the rules and procedures of Euroclear or Cedel and
the Depositary, as the case may be, and to the requirements set forth in the
following sentence, exchange or cause the exchange or transfer or cause the
transfer of such interest for an equivalent beneficial interest in such
Restricted Global Security.  Upon receipt by the Trustee, as transfer agent of
(1) instructions given in accordance with the procedures of Euroclear or Cedel
and the Depositary, as the case may be, from or on behalf of a beneficial owner
of an interest in the Regulation S Global Security directing the Trustee, as
transfer agent, to credit or cause to be credited a beneficial interest in the
Restricted Global Security in an amount equal to the beneficial interest in the
Regulation S Global Security to be exchanged or transferred, (2) a written order
given in accordance with the procedures of Euroclear or Cedel and the
Depositary, as the case may be, containing information regarding the account
with the Depositary to be credited with such increase and the name of such
account, and (3) prior to the expiration of the Restricted Period, a certificate
given by the holder of such beneficial interest and stating that the person
transferring such interest in such Regulation S Global Security reasonably
believes that the person acquiring such interest in the Restricted Global
Security is a QIB and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A and any applicable securities laws of any
state of the United States or any other jurisdiction (or other evidence
satisfactory to the Trustee), the Trustee, as transfer agent, shall promptly
deliver (via DWAC) appropriate instructions to the Depositary, its nominee, or
the custodian for the Depositary, as the case may be, to reduce or reflect on
its records a reduction of the Regulation S Global Security by the aggregate
principal amount of the beneficial interest in such Regulation S Global Security
to be exchanged or transferred, and the Trustee, as transfer agent, shall
promptly deliver (via DWAC) appropriate instructions to the Depositary, its
nominee, or the custodian for the Depositary, as the case may be, concurrently
with such reduction, to increase or reflect on its records an increase of the


<PAGE>
                                                                            29 

principal amount of the Restricted Global Security by the aggregate principal
amount of the beneficial interest in the Regulation S Global Security to be so
exchanged or transferred, and to credit or cause to be credited to the account
of the person specified in such instructions a beneficial interest in the
Restricted Global Security equal to the reduction in the principal amount of the
Regulation S Global Security.  After the expiration of the Restricted Period (as
defined below), the certification requirement set forth in clause (3) of the
second sentence of the above paragraph will no longer apply to such exchanges
and transfers.

          Any beneficial interest in one of the Global Securities that is
transferred to a person who takes delivery in the form of an interest in the
other Global Security will, upon transfer, cease to be an interest in such
Global Security and become an interest in the other Global Security and,
accordingly, will thereafter be subject to all transfer restrictions and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest.

          Prior to or on the 40th day after the later of the commencement of the
offering of the Capital Securities and the Closing Date (the "Restricted
Period"), beneficial interests in a Regulation S Global Security may only be
held through Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel or another agent member of Euroclear and Cedel
acting for and on behalf of them, unless delivery is made through the Restricted
Global Security in accordance with the certification requirements hereof. 
During the Restricted Period, interests in the Regulation S Global Security, if
any, may be exchanged for interests in the Restricted Global Security or for
definitive Securities only in accordance with the certification requirements
described above.


                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 401.  Satisfaction and Discharge of Indenture.

          This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on written demand of and at the
expense of the Company, shall execute instruments supplied by the Company
acknowledging satisfaction and discharge of this Indenture, when (1) either (A)
all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or (B) all such Securities not theretofore delivered to the
Trustee for cancellation (i) have become due and payable, or (ii) will become
due and payable at their Maturity within one year, or (iii) if redeemable at the
option of the Company, are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the 

<PAGE>
                                                                            30 

Company and the Company, in the case of (i), (ii) or (iii) above, has 
deposited or caused to be deposited with the Trustee as funds in trust for 
the purpose on amount sufficient to pay and discharge the entire indebtedness 
on such Securities not theretofore delivered to the Trustee for cancellation, 
for principal and interest to the date of such deposit (in the case of 
Securities which have become due and payable) or to the Maturity or 
Redemption Date, as the case may be; (2) the Company has paid or ceased to be 
paid all other sums payable hereunder by the Company; and (3) the Company has 
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, 
each stating that all conditions precedent herein provided for relating to 
the satisfaction and discharge of this Indenture have been complied with.  
Notwithstanding the satisfaction and discharge of this Indenture, the 
obligations of the Company to the Trustee under Section 607 and, if money 
shall have been deposited with the Trustee pursuant to subclause (B) of 
clause (1) of this Section, the obligations of the Trustee under Section 402 
and the last paragraph of Section 1003 shall survive.

SECTION 402.  Legal Defeasance.

          In addition to discharge of this Indenture pursuant to Section 401, in
the case of any Securities with respect to which the exact amount described in
subparagraph (a) of Section 404 can be determined at the time of making the
deposit referred to in such subparagraph (a), the Company shall be deemed to
have paid and discharged the entire indebtedness on all the Securities as
provided in this Section on and after the date the conditions set forth in
Section 404 are satisfied, and the provisions of this Indenture with respect to
the Securities shall no longer be in effect (except as to (i) rights of
registration of transfer and exchange of Securities, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
Holders of Securities to receive, solely from the trust fund described in
subparagraph (a) of Section 404, payments of principal thereof and interest, if
any, thereon upon the original stated due dates therefor (but not upon
acceleration), (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, (v) this Section 402 and (vi) the rights of the Holders of
Securities as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them) (hereinafter called "Legal
Defeasance"), and the Trustee, at the cost and expense of the Company, shall
execute proper instruments acknowledging the same.

SECTION 403.  Covenant Defeasance.

          In the case of any Securities with respect to which the exact amount
described in subparagraph (a) of Section 404 can be determined at the time of
making the deposit referred to in such subparagraph (a), (i) the Company shall
be released from its obligations under any covenants specified in or pursuant to
this Indenture (except as to (i) rights of registration of transfer and exchange
of Securities, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of Holders of Securities to receive, from the
Company pursuant to Section 1001, payments of principal thereof and interest, if
any, thereon upon the original stated due dates therefor (but not upon
acceleration), (iv) the rights, obligations, duties and immunities of the
Trustee hereunder and (v) the rights of the Holders of Securities as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and (ii) the occurrence of any event specified
in Section 

<PAGE>
                                                                            31 

501(3) (with respect to any of the covenants specified in or pursuant to this 
Indenture) shall be deemed not to be or result in an Event of Default, in 
each case with respect to the Outstanding Securities as provided in this 
Section on and after the date the conditions set forth in Section 404 are 
satisfied (hereinafter called "Covenant Defeasance"), and the Trustee, at the 
cost and expense of the Company, shall execute proper instruments 
acknowledging the same.  For this purpose, such Covenant Defeasance means 
that the Company may omit to comply with and shall have no liability in 
respect of any term, condition or limitation set forth in any such covenant 
(to the extent so specified in the case of Section 501(3)), whether directly 
or indirectly by reason of any reference elsewhere herein to any such 
covenant or by reason of any reference in any such covenant to any other 
provision herein or in any other document, but the remainder of this 
Indenture and the Securities shall be unaffected thereby.

SECTION 404.  Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section
402 or 403 to the Outstanding Securities:

          (a)  with reference to Section 402 or 403, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of Securities (i) cash in an amount, (ii) direct
obligations of the United States of America, backed by its full faith and credit
("U.S. Government Obligations"), maturing as to principal and interest, if any,
at such times and in such amounts as will ensure the availability of cash, (iii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, or (iv) a combination thereof, in each case sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the principal of and interest, if any, on all Securities on each
date that such principal or interest, if any, is due and payable;

          (b)  in the case of Legal Defeasance under Section 402, the Company
has delivered to the Trustee an Opinion of Counsel based on the fact that (x)
the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (y), since the date hereof, there has been a change
in the applicable United States federal income tax law, in either case to the
effect that, and such opinion shall confirm that, the Holders of the Securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and Legal Defeasance and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and Legal Defeasance had not
occurred;

          (c)  in the case of Covenant Defeasance under Section 403, the Company
has delivered to the Trustee an Opinion of Counsel to the effect that, and such
opinion shall confirm that, the Holders of the Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and Covenant Defeasance and will be subject


<PAGE>
                                                                            32 

to federal income tax on the same amount in the same manner and at the same 
times as would have been the case if such deposit and Covenant Defeasance had 
not occurred;

          (d)  such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound; and

          (e)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent contemplated by this provision have been complied with.

SECTION 405.  Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 401 shall be held in trust and such money and all money from such U.S.
Government Obligations shall be applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest for whose payment such money and U.S. Government Obligations has been
deposited with the Trustee.

SECTION 406.  Indemnity for U.S. Government Obligations.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 404 or the principal or interest received in
respect of such obligations other than any such tax, fee or other charge that by
law is for the account of the Holders of Outstanding Securities.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.

          "Event of Default" wherever used herein, means any one of the
following events that has occurred and is continuing (whatever the reason for
such Event of Default and whether it shall be occasioned by the provisions of
Article Eleven or be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1)  failure for 30 days to pay any interest on the Securities when
due (subject to the deferral of any due date in the case of an Extension
Period); or

<PAGE>
                                                                            33 

          (2)  failure to pay any principal on the Securities when due, whether
at Maturity, upon redemption, by declaration of acceleration or otherwise;

          (3)  failure to observe or perform in any material respect any other
covenant herein that continues 90 days after written notice to the Company from
the Trustee or the holders of at least 25% in principal amount of the
outstanding Securities; or

          (4)  entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, at appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of substantially all of the property of the
Company, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or

          (5)  (A) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or (B) the consent by the Company or to the
entry of a decree or order for relief in respect of itself in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company, or (C) the filing by the
Company of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or (D) the consent by the Company to
the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of all or substantially all of the property
of the Company, or (E) the making by the Company of an assignment for the
benefit of creditors.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities shall have the right to declare the principal of and
the interest on all the Securities and any other amounts payable hereunder to be
due and payable immediately, PROVIDED, HOWEVER, that if upon an Event of
Default, the Trustee or the Holders of at least 25% in aggregate principal
amount of the outstanding Securities fail to declare the payment of all amounts
on the Securities to be immediately due and payable, the holders of at least 25%
in aggregate liquidation preference of Capital Securities then outstanding shall
have such right, by a notice in writing to the Company (and to the Trustee if
given by Holders or the holders of Capital Securities) and upon any such
declaration such principal and all accrued interest shall become immediately due
and payable.

<PAGE>
                                                                            34 

          At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay (A) all overdue interest on all Securities, (B) the principal
of (and premium, if any, on) any Securities which have become due otherwise than
by such declaration of acceleration and interest thereon at the rate borne by
the Securities, (C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Securities, and (D) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and
(2) all Events of Default, other than the non-payment of the principal of
Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.  Should the Holders of
such Securities fail to annul such declaration and waive such default, the
holders of a majority in aggregate liquidation amount of the Capital Securities
shall have such right.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee

          The Company covenants that if

          (1)  default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or

          (2)  default is made in the payment of the principal of any Security
at the Maturity thereof, 

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, and, to the extent that payment thereof
shall be legally enforceable, interest on any overdue principal and on any
overdue interest, at the rate borne by the Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

<PAGE>
                                                                            35 

SECTION 504.  Trustee may File Proofs of Claim.

          In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding.  In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.  No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganizations, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 505.  Trustee may Enforce Claims Without Possession of Securities.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trust without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of any express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.  Application of Money Collected.

          Subject to Article Eleven, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal, upon presentation of the Securities and the notation thereon of
the payment, if only partially paid, and upon surrender thereof, if fully paid;

          FIRST:  To the payment of all amounts due the Trustee under Section
607; and

          SECOND:  To the payment of the amounts then due and unpaid for
principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable as such
Securities for principal and interest, respectively.

<PAGE>
                                                                            36 

SECTION 507.  Limitation on Suits.

          No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

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

          (2)  the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

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

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

          (5)  no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities; it being understood and intended
that no one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all the Holders.

SECTION 508.  Unconditional Right of Holders to Receive Principal and Interest; 
              Capital Security Holders' Rights.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 307) interest on
such Security on the Stated Maturity expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

          If an Event of Default constituting the failure to pay interest or
principal on the Securities on the date such interest or principal is otherwise
payable has occurred and is continuing, then a holder of Capital Securities may
directly institute a proceeding (a "Direct Action") for enforcement of payment
to such holder directly of the principal of or interest on the Securities having
a principal amount equal to the aggregate liquidation amount of the Capital
Securities as such holder on or after the respective due date specified in the
Securities.  The Company may not amend this Section without the prior written
consent of the holders of 

<PAGE>
                                                                            37 

all of the Capital Securities.  Notwithstanding any payment made to such 
holder of Capital Securities by the Company in connection with such a Direct 
Action, the Company shall remain obligated to pay the principal of or 
interest on the Securities held by the Trust or the Property Trustee and the 
Company shall be subrogated to the rights of the holder of such Capital 
Securities with respect to payments on the Capital Securities to the extent 
of any payments made by the Company to such holder in any Direct Action. The 
holders of Capital Securities will not be able to exercise directly any other 
remedy available to the Holders of the Securities.

SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.  Delay or Omission not Waiver.

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

SECTION 512.  Control by Holders.

          The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that

<PAGE>
                                                                            38 

          (1)  such direction shall not be in conflict with any rule of law or
with this Indenture; and

          (2)  the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION 513.  Waiver of Past Defaults.

          Subject to Sections 902 and 1008 hereof, the Holders of not less than
a majority in principal amount of the Outstanding Securities may on behalf of
the Holders of all the Securities waive any past default hereunder and its
consequences, except a default

          (1)  in the payment of the principal of or interest on any Security
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Trustee); or

          (2)  in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected; 

PROVIDED, HOWEVER, that such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Capital
Securities shall have consented to such waiver or modification to such waiver;
PROVIDED FURTHER, that if the consent of the Holder of each of the Outstanding
Securities is required, such waiver shall not be effective until each holder of
the Capital Securities shall have consented to such waiver.

          Upon any such waiver, such default shall cease to exist, effective as
of the date specified in such waiver (and effective retroactively to the date of
default, if so specified) and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

SECTION 514.  Undertaking for Costs.

          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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and any assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; PROVIDED, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Trustee or in
any suit for the enforcement of the right to receive the principal of and
interest on any Security.

<PAGE>
                                                                            39 

SECTION 515.  Waiver of Stay or Extension Laws.

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


                                   ARTICLE SIX

                                     TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.  Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602.  Notice of Defaults.

          The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act; PROVIDED, HOWEVER, that
except in the case of a default in the payment of the principal of or interest
on any Security, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of Securities; PROVIDED, FURTHER, that in the case of any default of the
character specified in Section 501(3), no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.  For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.  For purposes of this
Section, the Trustee shall not be deemed to have knowledge of a default unless
the Trustee has actual knowledge of such default or has received written notice
of such default in the manner contemplated by Section 105.

<PAGE>
                                                                           40 

SECTION 603.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

          (a)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness 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 or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

          (e)  the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

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

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

<PAGE>
                                                                           41 

SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, the Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

SECTION 605.  Trustee and Other Agents may Hold Securities.

          The Trustee, any Paying Agent, any Security Registrar, or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledge of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, or such other agent.  Money held
by the Trustee in trust hereunder shall not be invested by the Trustee pending
distribution thereof to the holders of the Securities.

SECTION 606.  Money Held in Trust.

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

SECTION 607.  Compensation; Reimbursement; and Indemnity.

          The Company, in its capacity as the issuer of the Securities, agrees

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

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

          (3)  to indemnify each of the Trustee and any predecessor Trustee 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, revenues or
gross receipts of the Trustee) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this trust or the trusts hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

<PAGE>
                                                                           42 

          The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture.  As security for the performance of such
obligations of the Company, the Trustee shall have a claim prior to the
Securities upon all property and lands held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premiums, if
any, on) or interest on particular Securities.

SECTION 608.  Disqualification; Conflicting Interests.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.  Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act and to act as such
and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in New York, New York.  If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610.  Resignation and Removal; Appointment of Successor.

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

          (b)  The Trustee may resign at any time by giving written notice
thereof to the Company.  If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (c)  The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.  If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the removed Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

<PAGE>
                                                                           43 

          (d)  If at any time:

               (1)  the Trustee shall fail to comply with Section 608 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

               (2)  the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company or by any
such Holder, 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, (i) the Company by a Board
Resolution may remove the Trustee, or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the Retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company. 
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106.  Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611.  Acceptance of Appointment by Successor.

          Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; PROVIDED that, on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers 

<PAGE>
                                                                           44 

and trusts of the retiring Trustee and shall duly assign, transfer and deliver 
to such successor Trustee all property and money held by such retiring Trustee 
hereunder.  Upon request of any such successor Trustee, the Company shall 
execute any and all instruments for more fully and certainly vesting in and 
confirming to such successor Trustee all such rights, powers and trusts.

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

SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613.  Preferential Collection of Claims Against Company.

          If and when the Trustee shall be or becomes a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee (a)
semiannually, not later than June 30 and December 31 in each year, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders to the extent the Company has knowledge thereof as of a date not
more than 15 days prior to the delivery thereof, 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, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished, excluding from any such
list names and addresses received by the Trustee in its capacity as Security
Registrar.

<PAGE>
                                                                           45 

SECTION 702.  Preservation of Information; Communications to Holders.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701, and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

          (c)  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

     (a)  The Trustee shall transmit to Holders 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.

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

SECTION 704.  Reports by Company.

          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; PROVIDED that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission.

<PAGE>
                                                                           46 

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.
 
          The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless: 
 
          (1)  the Person formed by such consolidation or into which the Company
is merged or the Person that acquires by conveyance or transfer, or which
leases, the properties and  assets of the Company substantially as an entirety
shall be a corporation, partnership or trust, shall be organized and existing
under the laws of the United States of America or any State or the District of
Columbia, and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest
(including any additional interest) on all the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed;

          (2)  immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing; 
 
          (3)  for so long as Securities registered on the Securities Register
in the name of the Trust (or the Property Trustee) are outstanding, such
consolidation, merger, conveyance, transfer or lease is permitted under the
Declaration and the Guarantee and does not give rise to any breach or violation
of the Declaration or the Guarantee; 

          (4)  any such lease shall provide that it will remain in effect so
long as any Securities are Outstanding; and
 
          (5)  the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
conveyance, transfer or lease and any such supplemental indenture  complies with
this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with; and the Trustee, subject to Section
601, may rely upon such Officers' Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section 801. 

SECTION 802.  Successor Person Substituted.

          Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may 

<PAGE>
                                                                           47 

exercise every right and power of, the Company under this Indenture with the 
same effect as if such successor Person had been named as the Company herein; 
and in the event of any such conveyance, transfer or lease the Company shall 
be discharged from all obligations and covenants under the Indenture and the 
Securities and may be dissolved and liquidated. 

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


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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

          (2)  to add to the covenants of the Company for the benefit of the
Holders, or to surrender any right or power herein conferred upon the Company;
or

          (3)  to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture which shall not be inconsistent with the provisions of this Indenture,
provided that such action pursuant to this clause (3) shall not adversely affect
the interests of the Holders of the Securities or, so long as any of the Capital
Securities shall remain outstanding, the holders of the Capital Securities; or

          (4)  to comply with any requirement of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act, if so required.

<PAGE>
                                                                           48 

SECTION 902.  Supplemental Indentures With Consent of Holders.

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

          (1)  except to the extent permitted and subject to the conditions set
forth in Section 301 with respect to the extension of the Stated Maturity of the
Securities, change the Stated Maturity of, the principal of, or any installment
of interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon, or change the place of payment where, or the coin or
currency in which, any Security or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders,

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

          (3)  modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby;

PROVIDED, that, so long as any of the Capital Securities remains outstanding, no
such amendment shall be made that adversely affects the holders of the Capital
Securities, and no termination of this Indenture shall occur, and no waiver of
any Event of Default or compliance with any covenant under this Indenture shall
be effective, without the prior consent of the holders of at least a majority of
the aggregate liquidation preference of the outstanding Capital Securities
unless and until the principal of and any premium on the Securities and all
accrued and unpaid interest thereon have been paid in full.

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

<PAGE>
                                                                           49 

SECTION 903.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trust created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into such supplemental indenture which affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  Effect of Supplemental Indentures.

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

SECTION 905.  Conformity With Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.  Reference in Securities to Supplemental Indentures.

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


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal and Interest.

          The Company will duly and punctually pay the principal of and interest
on the Securities in accordance with the terms of the Securities and this
Indenture.

SECTION 1002.  Maintenance of Office or Agency.

          The Company will maintain in The City of New York an office or agency
where Securities may be presented or surrendered for registration of transfer or
exchange, 

<PAGE>
                                                                           50 

where Securities may be surrendered for conversion and where notices and 
demands to or upon the Company in respect of the Securities and this 
Indenture may be served.  The Company will give prompt written notice to the 
Trustee of the location, and any change in location, of such office or 
agency. If at any time the Company shall fail to maintain any such required 
office or agency or shall fail to furnish the Trustee with the address 
thereof, such presentations, surrenders, notices and demands may be made or 
served at the Corporate Trust Office of the Trustee, and the Company hereby 
appoints the Trustee as its agent to receive all such presentations, 
surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies in the United States where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the United States for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

SECTION 1003.  Money for Security Payments to be Held in Trust.

          If the Company shall at any time act as its own Paying Agent, it will,
on, or at the option of the Company, or before each due date of the principal of
or interest on any of the Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.  In such case the Company shall not invest the
amount so segregated and held in trust pending the distribution thereof.

          Whenever the Company shall have one or more Paying Agents, it will, on
or prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act; PROVIDED, HOWEVER, that any such deposit on a due date shall
be initiated prior to 1:00 p.m. (New York time) in same-day funds.

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

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
the trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which 

<PAGE>
                                                                           51 

such sums were held by the Company or such Paying Agent; and, upon such payment 
by any Paying Agent to the Trustee, such Payment Agent shall be released from 
all further liability with respect to such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal or interest that has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

SECTION 1004.  Statements by Officers as to Default.

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

SECTION 1005.  Existence.

          Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders and, while
any Capital Securities are outstanding, the holders of the Capital Securities.

SECTION 1006.  Maintenance of Properties.

          The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

<PAGE>
                                                                           52 

SECTION 1007.  Payment of Taxes and Other Claims.

          The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary that
comprise more than 10% of the assets of the Company and its Subsidiaries, taken
as a whole; PROVIDED, HOWEVER, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.

SECTION 1008.  Waiver of Certain Covenants.

          Except as otherwise specified as contemplated by Section 301 for
Securities, the Company may, with respect to the Securities, omit in any
particular instance to comply with any term, provision or condition set forth in
any covenant provided pursuant to Section 901(2) for the benefit of the Holders
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

SECTION 1009.  Payment of the Trust's Costs and Expenses.

          Since the Trust is being formed solely to facilitate an investment in
the Securities, the Company, in its capacity as the issuer of the Securities,
hereby covenants to pay all debts and obligations (other than with respect to
the Capital Securities and Common Securities) and all costs and expenses of the
Trust (including, but not limited to, all costs and expenses relating to the
organization of the Trust, the fees and expenses of the Trustees and all costs
and expenses relating to the operation of the Trust) and to pay any and all
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed on the Trust by the United States, or any other
taxing authority, so that the net amounts received and retained by the Trust and
the Property Trustee after paying such expenses will be equal to the amounts the
Trust and the Property Trustee would have received had no such costs or expenses
been incurred by or imposed on the Trust.  The foregoing obligations of the
Company are for the benefit of, and shall be enforceable by, any person to whom
any such debts, obligations, costs, expenses and taxes are owed (each, a
"Creditor") whether or not such Creditor has received notice thereof.  Any such
Creditor may enforce such obligations of the Company directly against the
Company, and the Company irrevocably waives any right or remedy to require that
any such Creditor take any action against the Trust or any other person before
proceeding against the Company.  The Company shall execute such additional
agreements as may be necessary or desirable to give full effect to the
foregoing. The obligations of the Company to pay all the debts, obligations,
costs and 

<PAGE>
                                                                           53 

expenses of the Trust (other than with respect to the Capital Securities and 
the Common Securities) shall constitute additional indebtedness hereunder and 
shall survive the satisfaction and discharge of this Indenture.

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

SECTION 1101.  Securities Subordinate to Indebtedness.

          The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article (subject to Article Four),
the payment of the principal of and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full in cash of all Indebtedness.

          This Article Eleven shall constitute a continuing offer to all persons
who become holders of, or continue to hold, Indebtedness, and such provisions
are made for the benefit of the holders of Indebtedness and such holders are
made obligees hereunder and any one or more of them may enforce such provisions.
Holders of Indebtedness need not prove reliance on the subordination provisions
hereof.

SECTION 1102.  Default on Indebtedness.

          In the event and during the continuation of any default in the payment
of principal, premium, interest or any other payment due on any Indebtedness, or
in the event that any event of default with respect to any Indebtedness shall
have occurred and be continuing and shall have resulted in such Indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable (unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled) or in the event any judicial
proceeding shall be pending with respect to any such default in payment or such
event of default, then no payment shall be made by the Company with respect to
the principal (including redemption payments) of, or interest on, the
Securities.


          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by the
preceding paragraph of this Section 1102, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Indebtedness may have been
issued, as their respective interests may appear, but only to the extent that
the holders of the Indebtedness (or their representative or representatives or a
trustee) notify the Trustee within 90 days of such payment of the amounts then
due and owing on the Indebtedness and only the amounts specified in such notice
to the Trustee shall be paid to the holders of Indebtedness.

<PAGE>
                                                                           54 

SECTION 1103.  Prior Payment of Indebtedness Upon Acceleration of Securities.

          In the event that the Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Indebtedness
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts then due on or in respect of
such Indebtedness (including any amounts due upon acceleration), or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Indebtedness, before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, properties or securities, by the Company on account
of the principal of or interest on the Securities or on account of the purchase
or other acquisition of Securities by the Company or any Subsidiary; PROVIDED,
HOWEVER, that holders of Indebtedness shall not be entitled to receive payment
of any such amounts to the extent that such holders would be required by the
subordination provisions of such Indebtedness to pay such amounts over to the
obligees on trade accounts payable or other liabilities arising in the ordinary
course of the Company's business.

          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by the
preceding paragraph of this Section 1103, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Indebtedness may have been
issued, as their respective interests may appear, but only to the extent that
the holders of the Indebtedness (or their representative or representatives or a
trustee) notify the Trustee within 90 days of such payment of the amounts then
due and owing on the Indebtedness and only the amounts specified in such notice
to the Trustee shall be paid to the holders of Indebtedness.


SECTION 1104.  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 principal of, and premium, if any, and
interest due or to become due upon all Indebtedness (including interest after
the commencement of any bankruptcy, insolvency, receivership or other
proceedings at the rate specified in the applicable Indebtedness, whether or not
such interest is an allowable claim in any such proceeding) shall first be paid
in full, or payment thereof provided for in money in accordance with its terms,
before any payment is made on account of the principal or interest on the
Securities; and upon any such dissolution or winding-up or liquidation or
reorganization any payment by the Company, or distribution of substantially all
of the assets of the Company of any kind or character, whether in cash, property
or securities, to which the Holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article Eleven, 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 Holders of the
Securities or by the Trustee under this Indenture if received by them or 

<PAGE>
                                                                           55 

it, directly to the holders of Indebtedness (pro rata to such holders on the 
basis of the respective amounts of 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 any Indebtedness may have been issued, as their respective 
interests may appear, to the extent necessary to pay all Indebtedness in full 
(including interest after the commencement of any bankruptcy, insolvency, 
receivership or other proceedings at the rate specified in the applicable 
Indebtedness, whether or not such interest is in an allowable claim in any 
such proceeding) or to provide for such payment in money in accordance with 
its terms, after giving effect to any concurrent payment or distribution to 
or for the holders of Indebtedness, before any payment or distribution is 
made to the Holders of Securities or to the Trustee; PROVIDED, HOWEVER, that 
such holders of Indebtedness shall not be entitled to receive payment of any 
such amounts to the extent that such holders would be required by the 
subordination provisions of such Indebtedness to pay such amounts over to the 
obligees on trade accounts payable or other liabilities arising in the 
ordinary course of the Company's business.

          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 or the Holders of the Securities before all Indebtedness is paid in full
(including interest after commencement of any bankruptcy, insolvency,
receivership or other proceedings at the rate specified in the applicable
Indebtedness, whether or not such interest is an allowable claim in any such
proceeding), 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 Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Indebtedness may have
been issued, as their respective interests may appear, as calculated by the
Company, for application to the payment of all Indebtedness remaining unpaid to
the extent necessary to pay all Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the holders of such Indebtedness.

          Any holder of Indebtedness may file any proof of claim or similar
instrument on behalf of the Trustee and the Holders if such instrument has not
been filed by the date which is 30 days prior to the date specified for filing
thereof.

          For purposes of this Article Eleven, 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 Eleven with
respect to the Securities to the payment of all Indebtedness that may at the
time be outstanding, PROVIDED, HOWEVER, that (i) the Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Indebtedness are not,
without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the Company with, or merger of the Company
into, another corporation or the liquidation or 

<PAGE>
                                                                            56 

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 Eight hereof shall not be deemed a 
dissolution, winding-up, liquidation or reorganization for the purposes of this 
Section 1103 if such other corporation shall, as a part of such consolidation, 
merger, conveyance or transfer, comply with the conditions stated in Article 
Eight hereof.  Nothing in Section 1102 or in this Section 1103 shall apply to 
claims of, or payments to, the Trustee under or pursuant to Section 607.

SECTION 1105.  Subrogation.

          Subject to the payment in full of all Indebtedness to the extent
provided in Sections 1103 and 1104, the rights of the Holders of the Securities
shall be subrogated to the rights of the holders of Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Indebtedness until the principal of (and premium, if any) and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Indebtedness of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article Eleven,
shall, as between the Company, its creditors other than holders of Indebtedness,
and the Holders of the Securities, be deemed to be a payment by the Company to
or on account of the Indebtedness.  It is understood that the provisions of this
Article Eleven 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 the Indebtedness on the other hand.

          Nothing contained in this Article Eleven or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Indebtedness, and the Holders
of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the 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 Securities and creditors
of the Company other than the holders of the Indebtedness, nor shall anything
herein or therein prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Eleven of the
holders of 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 Eleven, the Trustee, subject to the provisions of Section 601,
and the Holders of the Securities, shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of the Indebtedness
and other indebtedness of the Company, the 

<PAGE>
                                                                            57 

amount thereof or payable thereon, the amount or amounts paid or distributed 
thereon and all other facts pertinent thereto or to this Article Eleven.

SECTION 1106.  Trustee to Effectuate Subordination.

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

SECTION 1107.  Notice by the Company.

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article Eleven.  Notwithstanding the
provisions of this Article Eleven or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article Eleven,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office of the Trustee from the
Company or a holder or holders of Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, 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 1106 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 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 Section 601, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Indebtedness (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of
Indebtedness or a trustee on behalf of any such holder or holders.  In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Indebtedness to participate in
any payment or distribution pursuant to this Article Eleven, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of 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
Eleven, 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.

<PAGE>
                                                                            58 

SECTION 1108.  Rights of the Trustee; Holders of Indebtedness.

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

          With respect to the holders of Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Eleven, and no implied covenants or
obligations with respect to the holders of Indebtedness shall be read into this
Indenture against the Trustee.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Indebtedness and, subject to the provisions of
Section 601, the Trustee shall not be liable to any holder of Indebtedness if it
shall pay over or deliver to holders of Securities, the Company or any other
Person money or assets to which any holder of Indebtedness shall be entitled by
virtue of this Article Eleven or otherwise.

SECTION 1109.  Subordination may not be Impaired.

          No right of any present or future holder of any Indebtedness 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 Indebtedness may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of 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, Indebtedness or
otherwise amend or supplement in any manner Indebtedness or any instrument
evidencing the same or any agreement under which Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Indebtedness; (iii) release any Person liable in
any manner for the collection of Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.


<PAGE>
                                                                            59 

                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

SECTION 1201.  Optional Redemption; Conditions to Optional Redemption.

          At any time on or after December 1, 2006, the Company shall have the
right, subject to the last paragraph of this Section 1201 and to the receipt of
any necessary prior approval of the Federal Reserve, to redeem the Securities,
in whole or in part, from time to time, at the Redemption Prices (expressed as a
percentage of the principal amount of such Securities) set forth below, plus any
accrued but unpaid interest to the Redemption Date, if redeemed during the
twelve-month period beginning on the December 1 of the years indicated below:

          YEAR           PERCENTAGE 
          ----           ---------- 
          2006            103.975%
          2007            103.578%
          2008            103.180%
          2009            102.783%
          2010            102.385%
          2011            101.988%
          2012            101.590%
          2013            101.193%
          2014            100.795%
          2015            100.398%

          On or after December 1, 2016, the Redemption Price will be 100%, plus
accrued and unpaid interest, if any, to the Redemption Date.

          Prior to December 1, 2006, if a Special Event shall occur and be
continuing, the Company shall have the right, subject to the last paragraph of
this Section 1201 and to the receipt of any necessary prior approval of the
Federal Reserve, to redeem, upon not less than 30 days nor more than 60 days
notice, the Securities in whole, but not in part, at a Redemption Price equal to
the greater of (i) 100% of the principal amount of Securities then outstanding
and (ii) as determined by a Quotation Agent, the sum of the present values of
the principal amount and premium payable with respect to an optional redemption
on such Securities on December 1, 2006, together with scheduled payments of
interest from the Redemption Date to December 1, 2006 (the "Remaining Life")
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of 30-day months) at the Adjusted Treasury Rate, plus, in each
case, accrued interest thereon to the Redemption Date.  

          For so long as the Trust is the Holder of all Securities Outstanding,
the proceeds of any redemption described in this Section 1201 shall be used by
the Trust to redeem Common Securities and Capital Securities in accordance with
their terms.  The Company shall not redeem the Securities in part unless all
accrued and unpaid interest has 

<PAGE>
                                                                            60 

been paid in full on all Securities outstanding for all semi-annual interest 
periods terminating on or prior to the Redemption Date.

SECTION 1202.  Applicability of Article.

          Redemption of Securities at the election of the Company, as permitted
by Section 1201, shall be made in accordance with such provision and this
Article.

SECTION 1203.  Election to Redeem; Notice to Trustee.

          The election of the Company to redeem Securities pursuant to Section
1201 shall be evidenced by a Board Resolution.  In case of any redemption at the
election of the Company, the Company shall, at least 45 (unless a shorter notice
period shall be satisfactory to the Trustee) days and no more than 60 days prior
to the Redemption Date fixed by the Company, notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed and
provide a copy of the notice of redemption given to Holders of Securities to be
redeemed pursuant to Section 1205.

SECTION 1204.  Selection by Trustee of Securities to be Redeemed.

          If less than all the Securities are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be
redeemed shall be selected by lot (or such other method of selection as the
Trustee may customarily employ) not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities not previously called for
redemption.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

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

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1205.  Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

<PAGE>
                                                                            61 

          All notices of redemption shall identify the Securities to be 
redeemed (including CUSIP number) and shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  that on the Redemption Date the Redemption Price will become 
due and payable upon each such Security to be redeemed and that interest 
thereon will cease to accrue on and after said date, and

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

          Notice of redemption of Securities to be redeemed at the election 
of the Company shall be given by the Company or, at the Company's request, by 
the Trustee in the name and at the expense of the Company.

SECTION 1206.  Deposit of Redemption Price.

          On or prior to any Redemption Date, the Company shall deposit with 
the Trustee or with a Paying Agent (or, if the Company is acting as its own 
Paying Agent, segregate and hold in trust as provided in Section 1003) an 
amount of money sufficient to pay the Redemption Price of, and (except if the 
Redemption Date shall be an Interest Payment Date) accrued interest on, all 
the Securities which are to be redeemed on that date; PROVIDED, HOWEVER, that 
any such deposit on a Redemption Date shall be initiated prior to 1:00 p.m. 
(New York time) in same-day funds.

SECTION 1207.  Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities 
so to be redeemed shall, on the Redemption Date, become due and payable at 
the Redemption Price therein specified, and from and after such date (unless 
the Company shall default in the payment of the Redemption Price and accrued 
interest) such Securities shall cease to bear interest.  Upon surrender of 
any such Security for redemption in accordance with said notice, such 
Security shall be paid by the Company at the Redemption Price, together with 
accrued interest to the Redemption Date; PROVIDED, HOWEVER, that installments 
of interest whose Stated Maturity is on or prior to the Redemption Date shall 
be payable to the Holders of such Securities, or one or more Predecessor 
Securities, registered as such at the close of business on the relevant 
Record Dates according to their terms and the provisions of Section 307.

          If any Security called for redemption shall not be so paid upon 
surrender thereof for redemption, the principal shall, until paid, bear 
interest from the Redemption Date at the rate borne by the Security.

<PAGE>
                                                                            62 

SECTION 1208.  Securities Redeemed in Part.

          Any Security which is to be redeemed only in part shall be surrendered
at a place of payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder therefor or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered. 

<PAGE>
                                                                            63 

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

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                          BARNETT BANKS, INC.


                                          By:                                 
                                             ---------------------------------
                                          Name:   Hinton F. Nobles, Jr.
                                          Title:  Executive Vice President


Attest:                               
       ------------------------------ 
       Catherine C. Cosby
       Secretary

                                          THE FIRST NATIONAL BANK OF CHICAGO


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


Attest:                              
       ------------------------------

<PAGE>

                                                                       EXHIBIT A
                               BARNETT BANKS, INC.

                     Junior Subordinated Debenture due 2026

                                    $________
                                   No.________
                               CUSIP No. ________

          BARNETT BANKS, INC., a corporation duly organized and existing under
the laws of the State of Florida (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ________________, or registered
assigns, the principal sum of ________ DOLLARS ($__________) on December 1,
2026, and to pay interest on said principal sum from ________ __, 1996 or from
the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, semi-annually
(subject to deferral as set forth herein) in arrears on June 1 and December 1 of
each year, commencing June 1, 1997, at the rate of 7.95% per annum until the
principal hereof shall have become due and payable, and on any overdue principal
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum.  The amount of interest payable for any period will be
computed on the basis of twelve 30-day months and a 360-day year.  The amount of
interest payable for any period shorter than a full semi-annual period for which
interest is computed, will be computed on the basis of actual number of days
elapsed in such 180-day period.  In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
with the same force and effect as if made on the date the payment was originally
payable.  A "Business Day" shall mean any day other than a Saturday or a Sunday
or a day on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed or a day on which the
Corporate Trust Office of the Trustee, or the principal office of the Property
Trustee under the Declaration, is closed for business.  The interest installment
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name the
Securities (or one or more Predecessor Securities, as defined in the Indenture)
is registered at the close of business on the Regular Record Date for such
interest installment, which shall be the 15th day of the month prior to such
Interest Payment Date.  Any such interest installment not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name the
Securities for one or more Predecessor Securities is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

<PAGE>

          The Company shall have the right at any time during the term of this
Security, from time to time, to defer payment of interest on such Security for
up to 10 semi-annual periods, (an "Extension Period"), provided that no
Extension Period may extend past the Maturity of this Security.  There may be
multiple Extension Periods of varying lengths during the term of this Security. 
At the end of each Extension Period, if any, the Company shall pay all interest
then accrued and unpaid, together with interest thereon, compounded semi-
annually at the rate specified on this Security to the extent permitted by
applicable law.  During any such Extension Period, the Company may not, and may
not permit any subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Company that rank PARI PASSU with or junior in interest
to the Securities or make any guarantee payments with respect to any guarantee
by the Company of the debt securities of any subsidiary of the Company if such
guarantee ranks PARI PASSU or junior in interest to the Securities (other than
(a) dividends or distributions in common stock of the Company, (b) payments
under the Guarantee, (c) any declaration of a dividend in connection with the
implementation of a stockholders' 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 and (d) purchases of common stock related to the issuance of
common stock or rights under any of the Company's benefit plans).  Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period, provided that no Extension Period may exceed 10
consecutive semi-annual periods or extend beyond the Stated Maturity of the
Securities.  Upon the termination of any such Extension Period and the payment
of all amounts then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period subject to the above requirements.  No interest
shall be due and payable during an Extension Period, except at the end thereof. 
The Company shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election of such Extension Period at least one Business
Day prior to the record date for the related interest payment.  

          Payment of the principal of and interest on this Security will be made
at the office or agency of the Paying Agent maintained for that purpose in the
United States, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company, payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Security Register.

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

                                     -2- 
<PAGE>

outstanding or hereafter incurred, and waives reliance by each such holder 
upon said provisions.

          Reference is hereby made to the further provisions of the Indenture
summarized on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

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

          IN WITNESS WHEREOF, Barnett Banks, Inc. has caused this instrument to
be duly executed under its corporate seal.

Dated: ________, 1996

                                          BARNETT BANKS, INC.


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


Attest:


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












                                     -3- 
<PAGE>

                       [Form of Reverse of Security]

          This Security is one of a duly authorized issue of Securities of
Barnett Banks, Inc. (the "Company"), designated as its 7.95% Junior Subordinated
Debentures due 2026 (herein called the "Securities"), limited in aggregate
principal amount to $206,186,000 issued under an Indenture, dated as of December
2, 1996 (herein called the "Indenture"), between the Company and The First
National Bank of Chicago, a national banking association, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

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

          At any time on or after December 1, 2006, the Company shall have the
right, subject to the terms and conditions of Article Twelve of the Indenture,
to redeem this Security at the option of the Company, in whole or in part, at
the Redemption Price (expressed as a percentage of the principal amount of such
securities) set forth below, plus accrued but unpaid interest to the Redemption
Date, if redeemed during the twelve-month period beginning on December 1  of the
years indicated below:

          Year           Percentage 
          ----           ---------- 
          2006            104.030%
          2007            103.627%
          2008            103.224%
          2009            102.821%
          2010            102.418%
          2011            102.015%
          2012            101.612%
          2013            101.209%
          2014            100.806%
          2015            100.403%

          On or after December 1, 2016, the Redemption Price will be 100%, plus
accrued and unpaid interest, if any, to the Redemption Date.

          Prior to December 1, 2006, if a Special Event as defined in Article
Twelve of the Indenture shall occur and be continuing, the Company shall have
the right, subject to the terms and conditions of Article Twelve of the
Indenture, to redeem this Security at the option of the Company, without premium
or penalty, in whole but not in part, at a Redemption Price equal to the greater
of (i) 100% of the principal amount thereof and (ii) as determined by a
Quotation Agent, the sum of the present values of the principal amount and
premium payable with respect to an optional redemption on such Securities on
December 1, 2006, together with scheduled payments of interest from the
Redemption Date to December 1, 2006 (the 

                                     -4- 
<PAGE>

"Remaining Life") discounted to the Redemption Date on a semi-annual basis 
(assuming a 360-day year consisting of 30-day months) at the Adjusted 
Treasury Rate, plus, in each case, accrued interest thereon to the Redemption 
Date.  Any redemption pursuant to this paragraph will be made upon not less 
than 30 nor more than 60 days notice, at the Redemption Price.  If the 
Securities are only partially redeemed by the Company, the Securities will be 
redeemed by lot (or such other method of selection as the Trustee may 
customarily employ).  In the event of redemption of this Security in part 
only, a new Security or Securities for the unredeemed portion hereof will be 
issued in the name of the Holder hereof upon the cancellation hereof.  

          If an Event of Default with respect to the Securities shall occur and
be continuing, the principal of the Securities may be declared due and payable
in the manner, with the effect and subject to the conditions provided in the
Indenture.  

          The Indenture contains provisions for satisfaction and discharge or
legal defeasance of the entire indebtedness of this Security and for the
defeasance of certain covenants under the Indenture at any time upon compliance
by the Company with certain conditions set forth in the Indenture.

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of Holders of not less than a majority in principal
amount of the Outstanding Securities affected by such modification, to modify
the Indenture in a manner affecting the rights of the Holders of the Securities;
PROVIDED that so such modification may, without the consent of the Holder of
each Outstanding Security affected thereby, (i) except to the extent permitted
and subject to the conditions set forth in the Indenture with respect to the
extension of the Stated Maturity of the Security, change the maturity of, the
principal of, or any installment of interest on, the Security or reduce the
principal amount thereof, or the rate of payment of interest thereon, or change
the place of payment where, or the coin or currency in which, this Security or
interest thereon is payable, or impair the right to institute suit for the
enforcement of such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date), or modify the provisions
of the Indenture with respect to the subordination of the Securities in a manner
adverse to the Holders, (ii) reduce the percentage in principal amount of the
Outstanding Securities, the consent of whose Holders is required for such
supplemental Indenture or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults hereunder and their consequences) provided for in the Indenture, or
(iii) modify any of the provisions of Section 513, Section 902 or Section 1008
of the Indenture, except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby,
PROVIDED that, so long as any of the Preferred Securities remains outstanding,
no such amendment shall be made that adversely affects the holders of the
Preferred Securities, and no termination of the Indenture shall occur, and no
waiver of an Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate liquidation preference of the outstanding
Preferred Securities unless and until the principal of and any premium on the
Securities and all accrued and unpaid interest thereon have been paid in full.

                                     -5- 
<PAGE>

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

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.  No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

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

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

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

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

                                          THE FIRST NATIONAL BANK OF CHICAGO
                                            as Trustee


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





                                     -6- 


<PAGE>

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act covering resales of this Security (which effectiveness shall not have been
suspended or terminated at the date of the transfer) and (ii) three years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Capital Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date"), the
undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer:

                                   [CHECK ONE]

(1)  ___  to the Company or a subsidiary thereof; or

(2)  ___  pursuant to and in compliance with Rule 144A under the Securities Act
          of 1933, as amended; or

(3)  ___  to an institutional "accredited investor" (as defined in Rule
          501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
          amended) that has furnished to the Trustee a signed letter containing
          certain representations and agreements (the form of which letter can
          be obtained from the Trustee); or

(4)  ___  outside the United States to a "foreign person" in compliance with
          Rule 904 of Regulation S under the Securities Act of 1933, as amended;
          or

(5)  ___  pursuant to the exemption from registration provided by Rule 144 under
          the Securities Act of 1933, as amended; or

(6)  ___  pursuant to an effective registration statement under the Securities
          Act of 1933, as amended; or

(7)  ___  pursuant to another available exemption from the registration
          requirements of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; PROVIDED, HOWEVER, that if box (3), (4), (5)
or (7) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Securities, in its sole discretion, such written legal
opinions, certifications (including an investment letter in the case of box (3)
or (4)) and other information as the Trustee or the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, as amended.

                                     -7-

<PAGE>

If none of the foregoing boxes is checked, the Trustee or Registrar shall not 
be obligated to register this Security in the name of any person other than 
the Holder hereof unless and until the conditions to any such transfer of 
registration set forth herein and in Section 315 of the Indenture shall have 
been satisfied.

Dated: __________________               Signed:______________________________
                                               (Sign exactly as name appears on
                                               the other side of this Security)


Signature Guarantee:____________________________



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated: ________               ________________________________________________
                              NOTICE:  To be executed by an executive officer

                                     -8-

<PAGE>

             Schedule A to Indenture Dated December 2, 1996 between 
                        Barnett Banks, Inc. ("Barnett")
        and The First National Bank of Chicago, Trustee (the "Trustee"),
            relating to the issuance of Barnett's $200,000,000 7.95%
                     Junior Subordinated Debentures Due 2026
                      (the "Barnett Capital II Indenture")


     Due to their similarity to the above-referenced indenture, Barnett has
omitted filing the following documents and sets forth the material differences
in such documents in this schedule:

          A.   Indenture dated November 27, 1996, between Barnett and the
     Trustee relating to the issuance of Barnett's $300,000,000 8.06% Junior
     Subordinated Debentures Due 2026. Capitalized terms used and not otherwise
     defined herein shall have the meanings assigned thereto in the Barnett
     Capital II Indenture.


     MATERIAL DIFFERENCES:

          Maturity Date: December 1, 2026

          Interest Rate: 8.06% per annum from November 27, 1996

          Optional Redemption: 

               Barnett has option to redeem at any time after December 1, 2026
          at the following Redemption Prices:


          Year                Percentage
          ----                ----------

          2006                 104.030%
          2007                 103.627%
          2008                 103.224%
          2009                 102.821%
          2010                 102.418%
          2011                 102.015%
          2012                 101.612%
          2013                 101.209%
          2014                 100.806%
          2015                 100.403%

               On or after December 1, 2016, the Redemption Price will be 100%,
          plus accrued and unpaid interest, if any, to the Redemption Date.


               Prior to December 1, 2006, if a Special Event shall occur and be
          continuing, Barnett shall have the right, subject to certain
          conditions, to redeem, upon not less than 30 days nor more than 60
          days notice, the Securities in whole, but not in part, at a Redemption
          Price equal to the greater of (i) 100% of the principal amount of
          Securities then outstanding and (ii) as 

<PAGE>

          determined by a Quotation Agent, the sum of the present values of 
          the principal amount and premium payable with respect to an 
          optional redemption on such Securities on December 1, 2006, 
          together with scheduled payments of interest from the Redemption 
          Date to December 1, 2006 (the "Remaining Life") discounted to the 
          Redemption Date on a semi-annual basis (assuming a 360-day year 
          consisting of 30-day months) at the Adjusted Treasury Rate, plus, 
          in each case, accrued interest thereon to the Redemption Date.

          B.   Indenture dated January 28, 1997 between Barnett and the Trustee
     relating to the issuance of Barnett's $250,000,000 Floating Rate Junior
     Subordinated Debentures Due 2027. Capitalized terms used and not otherwise
     defined herein shall have the meanings assigned thereto in the Barnett
     Capital II Indenture.

     MATERIAL DIFFERENCES:

          Maturity Date:           February 1, 2027

          Interest Rate:           A variable interest rate per annum equal to
                                   three-month LIBOR plus 0.625% per annum,
                                   from January 28, 1997, payable on February 1,
                                   May 1, August 1, and November 1 of each year,
                                   commencing May 1, 1997, interest compounding
                                   quarterly.

          Redemption Pricing:

               Barnett has option to redeem at any time after February 1, 2007,
          at a redemption price equal to 100% of the principal amount of
          Securities to be redeemed.

               If a Special Event shall occur and be continuing, Barnett shall
          have the right, subject to certain conditions, to redeem, upon not
          less than 30 days nor more than 60 days notice, the Securities in
          whole, but not in part, at a redemption price equal to 100% of the
          principal amount of securities to be redeemed.