<PAGE>

                                                                     EXHIBIT 4.1

                    SOUTHERN COMMUNITY FINANCIAL CORPORATION

                                       AND

                      WILMINGTON TRUST COMPANY, AS TRUSTEE

                                    INDENTURE

                      ___% CONVERTIBLE DEFERRABLE INTEREST
                         JUNIOR SUBORDINATED DEBENTURES

                               DUE ________, 2032

                          DATED AS OF JANUARY ___, 2002


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
ARTICLE I DEFINITIONS.....................................................................................7
Section 1.1 Definitions of Terms .........................................................................7

ARTICLE II ISSUE, DESCRIPTION, TERMS, CONDITIONS REGISTRATION
AND EXCHANGE OF THE DEBENTURES ...........................................................................15
Section 2.1 Designation and Principal Amount .............................................................15
Section 2.2 Maturity .....................................................................................16
Section 2.3 Form and Payment..............................................................................16
Section 2.4 Interest .....................................................................................17
Section 2.4A Defaulted Interest...........................................................................17
Section 2.5 Execution and Authentications ................................................................18
Section 2.6 Registration of Transfer and Exchange ........................................................19
Section 2.7 Temporary Debentures .........................................................................20
Section 2.7A Global Securities............................................................................21
Section 2.8 Mutilated, Destroyed, Lost or Stolen Debentures ..............................................22
Section 2.9 Cancellation .................................................................................23
Section 2.10 Benefit of Indenture ........................................................................23
Section 2.11 Authenticating Agent.........................................................................23
Section 2.12 Right of Set-off.............................................................................24
Section 2.13 CUSIP Numbers................................................................................24

ARTICLE III REDEMPTION OF DEBENTURES .....................................................................24
Section 3.1 Redemption ...................................................................................24
Section 3.2 Special Event Redemption .....................................................................24
Section 3.3 Optional Redemption by Corporation ...........................................................25
Section 3.4 Notice of Redemption .........................................................................26
Section 3.5 Payment Upon Redemption ......................................................................27
Section 3.6 No Sinking Fund ..............................................................................27

ARTICLE IV CONVERSION OF DEBENTURES ......................................................................27
Section 4.1 Conversion Rights ............................................................................27
Section 4.2 Conversion Procedures ........................................................................28
Section 4.3 Conversion Ratio Adjustments .................................................................30
Section 4.4 Reclassification, Consolidation, Merger or Sale of Assets ....................................34
Section 4.5 Notice of Adjustments of Conversion Ratio ....................................................34
Section 4.6 Prior Notice of Certain Events................................................................35
Section 4.7 Certain Defined Terms ........................................................................36
Section 4.8 Dividend or Interest Reinvestment Plans ......................................................36
Section 4.9 Certain Additional Rights ....................................................................36
Section 4.10 Trustee Not Responsible for Determining Conversion Ratio or Adjustments .....................37

ARTICLE V EXTENSION OF INTEREST PAYMENT PERIOD ...........................................................38
Section 5.1 Extension of Interest Payment Period..........................................................38
Section 5.2 Notice of Extension ..........................................................................38
Section 5.3 Limitation on Transactions ...................................................................39
</TABLE>


<PAGE>
<TABLE>
<S>                                                                                                       <C>
ARTICLE VI PARTICULAR COVENANTS OF THE COMPANY............................................................39
Section 6.1 Payment of Principal and Interest.............................................................39
Section 6.2 Maintenance of Agency ........................................................................40
Section 6.3 Paying Agents ................................................................................40
Section 6.4 Appointment to Fill Vacancy in Office of Trustee .............................................41
Section 6.5 Compliance with Consolidation Provisions .....................................................41
Section 6.6 Limitation on Transactions ...................................................................41
Section 6.7 Covenants as to the Trust ....................................................................42
Section 6.8 Covenants as to Purchases ....................................................................43
Section 6.9 Waiver of Usury, Stay or Extension Laws ......................................................43

ARTICLE VII DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE ..........................................................................................43
Section 7.1 Corporation to Furnish Trustee Names and Addresses of Debentureholders .......................43
Section 7.2 Preservation of Information; Communications with Debentureholders ............................43
Section 7.3 Reports by the Corporation ...................................................................44
Section 7.4 Reports by the Trustee .......................................................................44
Section 7.5 Statements as to Default......................................................................45

ARTICLE VIII REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
ON EVENT OF DEFAULT ......................................................................................45
Section 8.1 Events of Default ............................................................................45
Section 8.2 Collection of Indebtedness and Suits for Enforcement by Trustee ..............................47
Section 8.3 Application of Moneys Collected ..............................................................48
Section 8.4 Limitation on Suits ..........................................................................48
Section 8.5 Rights and Remedies Cumulative; Delay or Omission not Waiver..................................49
Section 8.6 Control by Debentureholders ..................................................................50
Section 8.7 Undertaking to Pay Costs .....................................................................50
Section 8.8 Direct Action by Holders of Preferred Securities .............................................51

ARTICLE IX FORM OF DEBENTURE AND ORIGINAL ISSUE ..........................................................51
Section 9.1 Form of Debenture ............................................................................51
Section 9.2 Original Issue of Debentures .................................................................51

ARTICLE X CONCERNING THE TRUSTEE .........................................................................52
Section 10.1 Certain Duties and Responsibilities .........................................................52
Section 10.2 Notice of Defaults ..........................................................................53
Section 10.3 Certain Rights of Trustee ...................................................................53
Section 10.4 Trustee Not Responsible for Recitals, etc. ..................................................54
Section 10.5 May Hold Debentures .........................................................................55
Section 10.6 Moneys Held in Trust ........................................................................55
Section 10.7 Compensation and Reimbursement ..............................................................55
Section 10.8 Reliance on Officers' Certificate ...........................................................55
Section 10.9 Disqualification; Conflicting Interests......................................................56
Section 10.10 Corporate Trustee Required; Eligibility ....................................................56
Section 10.11 Resignation and Removal; Appointment of Successor ..........................................56
Section 10.12 Acceptance of Appointment by Successor .....................................................58
Section 10.13 Merger, Conversion, Consolidation or Succession to Business ................................58
Section 10.14 Preferential Collection of Claims Against the Company ......................................59
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                       <C>
ARTICLE XI CONCERNING THE DEBENTUREHOLDERS................................................................59
Section 11.1 Evidence of Action by Holders................................................................59
Section 11.2 Proof of Execution by Debentureholders.......................................................59
Section 11.3 Who May be Deemed Owners.....................................................................60
Section 11.4 Certain Debentures Owned by Company Disregarded..............................................60
Section 11.5 Actions Binding on Future Debentureholders...................................................60

ARTICLE XII SUPPLEMENTAL INDENTURES.......................................................................61
Section 12.1 Supplemental Indentures Without the Consent of Debentureholders..............................61
Section 12.2 Supplemental Indentures with Consent of Debentureholders.....................................62
Section 12.3 Effect of Supplemental Indentures............................................................63
Section 12.4 Debentures Affected by Supplemental Indentures...............................................63
Section 12.5 Execution of Supplemental Indentures.........................................................63

ARTICLE XIII SUCCESSOR CORPORATION........................................................................64
Section 13.1 Corporation May Consolidate, etc. ...........................................................64
Section 13.2 Successor Corporation Substituted ...........................................................64
Section 13.3 Evidence of Consolidation, etc. to Trustee...................................................65

ARTICLE XIV SATISFACTION AND DISCHARGE ...................................................................65
Section 14.1 Satisfaction and Discharge of Indenture .....................................................65
Section 14.2 Discharge of Obligations ....................................................................65
Section 14.3 Deposited Moneys to be Held in Trust ........................................................66
Section 14.4 Payment of Monies Held by Paying Agents......................................................66
Section 14.5 Repayment to Corporation ....................................................................66

ARTICLE XV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS ............................................................................................67
Section 15.1 No Recourse .................................................................................67

ARTICLE XVI MISCELLANEOUS PROVISIONS .....................................................................68
Section 16.1 Effect on Successors and Assigns ............................................................68
Section 16.2 Actions by Successor ........................................................................68
Section 16.3 Surrender of Corporation Powers .............................................................68
Section 16.4 Notices .....................................................................................68
Section 16.5 Governing Law ...............................................................................68
Section 16.6 Treatment of Debentures as Debt .............................................................68
Section 16.7 Compliance Certificates and Opinions ........................................................69
Section 16.8 Payments on Business Days ...................................................................69
Section 16.9 Trust Indenture Act; Conflicts with Trust Indenture Act .....................................69
Section 16.10 Counterparts ...............................................................................69
Section 16.11 Severability ...............................................................................70
Section 16.12 Assignment .................................................................................70
Section 16.13 Acknowledgment of Rights ...................................................................70

ARTICLE XVII SUBORDINATION OF DEBENTURES .................................................................70
Section 17.1 Agreement to Subordinate ....................................................................70
Section 17.2 Default on Senior Debt or Subordinated Debt..................................................71
Section 17.3 Liquidation; Dissolution; Bankruptcy ........................................................71
Section 17.4 Subrogation .................................................................................72
Section 17.5 Trustee to Effectuate Subordination .........................................................73
Section 17.6 Notice by the Corporation....................................................................73
Section 17.7 Rights of the Trustee; Holders of Senior Indebtedness .......................................74
Section 17.8 Subordination may not be Impaired ...........................................................75
</TABLE>


<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of Trust Indenture Act                                             Section of Indenture
Of 1939, As Amended

<S>                                                                        <C>
310(a).........................................................................10.10
310(b).........................................................................10.9
310(c)....................................................................Not Applicable
311(a).........................................................................10.14
311(b).........................................................................10.14
311(c)....................................................................Not Applicable
312(a).........................................................................7.1
312(b).........................................................................7.2(c)
312(c).........................................................................7.2(c)
313(a).........................................................................7.4(a)
313(b).........................................................................7.4(b)
313(c).........................................................................7.4(a)
313(d).........................................................................7.4(c)
314(a).........................................................................7.3(a)
314(b)....................................................................Not Applicable
314(c).........................................................................16.7
314(d)....................................................................Not Applicable
314(e).........................................................................16.7
314(f)....................................................................Not Applicable
315(a).........................................................................10.1(a)
315(b).........................................................................10.2
315(c).........................................................................10.1(a)
315(d).........................................................................10.1(b)
315(e).........................................................................8.7
316(a).........................................................................1.1
316(b).........................................................................8.4(b)
316(c).........................................................................11.1(b)
317(a).........................................................................8.2
317(b).........................................................................6.3
318(a).........................................................................16.9
</TABLE>

Note: This reconciliation and tie sheet shall not, for any purpose,
              be deemed to be a part of the Indenture


<PAGE>

                                    INDENTURE

INDENTURE, dated as of January ___, 2002, between SOUTHERN COMMUNITY FINANCIAL
CORPORATION, a North Carolina Corporation (the "Corporation"), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation (the "Trustee").

                                    RECITALS

WHEREAS, for its lawful corporate purposes, the Corporation has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
unsecured securities to be known as its ___% Convertible Deferrable Interest
Junior Subordinated Debentures due _______, 2032 (hereinafter referred to as the
"Debentures"), the form and substance of such Debentures and the terms,
provisions and conditions thereof to be set forth as provided in this Indenture;
and

WHEREAS, Southern Community Capital Trust I, a Delaware statutory business trust
(the "Trust"), has offered to the public up to $17,250,000 aggregate liquidation
amount of its Preferred Securities (as defined herein) and proposes to invest
the proceeds from such offering, together with the proceeds of the issuance and
sale by the Trust to the Corporation of up to $534,000 aggregate liquidation
amount of its Common Securities (as defined herein), in up to $17,784,000
aggregate principal amount of the Debentures; and

WHEREAS, the Corporation has requested that the Trustee execute and deliver this
Indenture; and

WHEREAS, all requirements necessary to make this Indenture a valid instrument in
accordance with its terms, and to make the Debentures, when executed by the
Corporation and authenticated and delivered by the Trustee, the valid
obligations of the Corporation, have been performed, and the execution and
delivery of this Indenture have been duly authorized in all respects; and

WHEREAS, to provide the terms and conditions upon which the Debentures are to be
authenticated, issued and delivered, the Corporation has duly authorized the
execution of this Indenture; and

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

NOW, THEREFORE, in consideration of the premises and the purchase of the
Debentures by the Trust, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the holders of the Debentures and intending to be
legally bound hereby:


<PAGE>

                                   ARTICLE I.
                                   DEFINITIONS

SECTION 1.1       DEFINITIONS OF TERMS.

The terms defined in this Section 1.1 (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.1 and shall include the plural
as well as the singular. All other terms that are used in this Indenture that
are defined in the Trust Indenture Act, or that are by reference in the Trust
Indenture Act defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of the execution of this Indenture. All accounting
terms used herein and not expressly defined shall have the meanings assigned to
such terms in accordance with Generally Accepted Accounting Principles as in
effect at the time of computation.

         "Accelerated Maturity Date" shall be the date selected by the
Corporation pursuant to Section 3.3 hereunder, provided that such date shall not
precede January ___, 2007, except as otherwise provided in Section 3.3(a)
hereof.

         "Additional Interest" shall have the meaning set forth in Section 2.4
of this Indenture.

         "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

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

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depository for such Global Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

         "Authenticating Agent" means an authenticating agent with respect to
the Debentures appointed by the Trustee pursuant to Section 2.11.

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

         "Board of Directors" means the Board of Directors of the Corporation or
any duly authorized committee of such Board.


<PAGE>

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

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

         "Capital Treatment Event" means the receipt by the Trust of an Opinion
of Counsel rendered by a law firm knowledgeable in such matters, to the effect
that, as a result of any amendment to, or change (including any proposed change)
in, the laws (or any regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such proposed change pronouncement, action or decision is announced on or after
the date of original issuance of the Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk that the Preferred
Securities would not constitute "Tier 1 Capital" (or the then equivalent
thereof) for purposes of the capital adequacy guidelines of the Federal Reserve
(or any successor regulatory authority with jurisdiction over bank holding
companies), or any capital adequacy guidelines as then in effect and applicable
to the Corporation.

         "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Corporation. The Certificate need not
comply with the provisions of Section 16.7.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this 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 undivided beneficial interests in the assets
of the Trust which rank pari passu with the Preferred Securities; provided,
however, that upon the occurrence of an Event of Default, the rights of holders
of Common Securities to payment in respect of (i) distributions and (ii)
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

         "Compounded Interest" shall have the meaning set forth in Section 5.1.

         "Conversion Agent" means the Person appointed to act on behalf of the
holders of the Preferred Securities in effecting the conversion of Preferred
Securities to Debentures and Debentures to Common Stock as and in the manner set
forth in the Trust Agreement and this Indenture.

         "Conversion Ratio" has the meaning set forth in Section 4.1.

         "Conversion Request" means (a) the irrevocable request to be given by a
Debentureholder to the Conversion Agent directing the Conversion Agent to
convert the Debentures into shares of


<PAGE>

Common Stock, and (b) the irrevocable request to be given by a holder of
Preferred Securities to the Conversion Agent directing the Conversion Agent to
exchange such stock on behalf of such holder.

         "Corporate Trust Office" means (i) when used with respect to the
Trustee, the office of the Trustee at which, at any particular time, its
corporate trust business shall be principally administered, which office at the
date hereof is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
(ii) when used with respect to the Property Trustee, the office of the Property
Trustee, at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

         "Corporation" means Southern Community Financial Corporation, a
corporation duly organized and existing under the laws of the State of North
Carolina, and, subject to the provisions of Article XIII, shall also include its
successors and assigns.

         "Coupon Rate" shall mean _____%.

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

         "Debentures" shall have the meaning set forth in the Recitals hereto.

         "Debentureholder," "holder of Debentures," "registered holder," or
other similar term, means the Person or Persons in whose name or names a
particular Debenture shall be registered on the books of the Corporation or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

         "Debenture Register" shall have the meaning set forth in Section
2.6(b).

         "Debt" 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) all
indebtedness of such Person, whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of financial derivative
products, including interest rate, foreign exchange rate and commodity forward
contracts, options, swaps and similar arrangements; (vii) every obligation of
the type referred to in clauses (i) through (v) 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.


<PAGE>

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

         "Defaulted Interest" has the meaning provided in Section 2.4A hereof.

         "Deferred Interest" shall have the meaning set forth in Section 5.1.

         "Depository" means, with respect to the Debentures issuable or issued
in whole or in part in the form of one or more Global Securities, the Person
designated as Depository by the Corporation pursuant to Section 2.3. The initial
Depository shall be Depository Trust Company (DTC).

         "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

         "Event of Default" means, with respect to the Debentures, any event
specified in Section 8.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

         "Exchange Act," means the Securities Exchange Act of 1934, as amended,
as in effect at the date of execution of this Indenture.

         "Extended Interest Payment Period" shall have the meaning set forth in
Section 5.1.

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

         "Generally Accepted Accounting Principles" means such accounting
principles as are generally accepted at the time of any computation required
hereunder.

         "Global Security" means a Debenture evidencing all or part of the
Debentures, issued to the Depository or its nominee, and registered in the name
of such Depository or its nominee.

         "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depository receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depository receipt.


<PAGE>

         "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.

         "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 in accordance with the terms hereof.

         "Interest Payment Date," when used with respect to any installment of
interest on the Debentures, shall have the meaning set forth in Section 2.4.

         "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this Indenture.

         "Investment Company Event" means the receipt by the Trust of an Opinion
of Counsel rendered by a law firm knowledgeable in such matters, 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 or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
the Trust is or shall be considered an "investment company" that is required to
be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the date of original issuance of the Preferred
Securities under the Trust Agreement.

         "Maturity Date" means the date on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Compounded Interest and Additional Interest,
if any, as set forth in Section 2.2.

         "Ministerial Action" shall have the meaning set forth in Section 3.2.

         "Officers' Certificate" means a certificate signed by the Chairman,
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary, of the Corporation, and delivered to the Trustee. 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 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 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.


<PAGE>

         "Opinion of Counsel" means an opinion in writing of independent legal
counsel experienced in such matters as being opined upon, that is delivered to
the Trustee in accordance with the terms hereof.

         "Other Debentures" means all junior subordinated debentures ranking
pari passu or junior to the Debentures (other than the Debentures) issued by the
Corporation from time to time and sold to trusts established or to be
established by the Corporation, in each case similar to the Trust to issue
securities intended to qualify for Tier I capital treatment.

         "Outstanding" when used with reference to the Debentures, means,
subject to the provisions of Section 11.4, as of any particular time, all
Debentures theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Debentures theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Debentures or portions thereof for
the payment or redemption of which monies or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Corporation) or shall have been set aside and
segregated in trust by the Corporation (if the Corporation shall act as its own
paying agent); provided, however, that if such Debentures or portions of such
Debentures are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article III or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Debentures in lieu of or in substitution for which other Debentures shall have
been authenticated and delivered pursuant to the terms of Section 2.6 and (d)
Debentures paid pursuant to Section 2.8.

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

         "Place of Payment" means the place or places where the principal of and
interest on the Debentures are payable in accordance with the terms of this
Indenture.

         "Predecessor Debenture" means every previous Debenture evidencing all
or a portion of the same debt as that evidenced by such particular Debenture;
and, for the purposes of this definition, any Debenture authenticated and
delivered under Section 2.8 in lieu of a lost, destroyed or stolen Debenture
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Debenture.

         "Preferred Securities" means undivided beneficial interests in the
assets of the Trust which rank pari passu with Common Securities issued by the
Trust; provided, however, that upon the occurrence of an Event of Default, the
rights of holders of Common Securities to payment in respect of distributions
and payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

         "Preferred Securities Guarantee" means the Preferred Securities
Guarantee Agreement dated January ___, 2002, as amended from time to time, by
and between the Corporation, as guarantor, and the Trustee, executed and
delivered for the benefit of the Holders of the Preferred Securities.


<PAGE>

         "Prime Rate" or "Prime" means the prime rate as published in The Wall
Street Journal, and shall be adjusted daily. For days on which The Wall Street
Journal is not published, the Prime Rate shall be the prime rate that would have
been published in The Wall Street Journal if it had been published on such day.
In the event the Prime Rate shall cease to be published on a daily basis by The
Wall Street Journal or the method of its determination shall be materially
changed, then the Prime Rate shall be a comparable index rate selected by the
holders of a majority in principal amount of Debentures then Outstanding,
provided that if the Debentures are then held by the Trust or a trustee of the
Trust, such selection shall require the prior written consent of the holders of
a majority in liquidation preference of Trust Securities of the Trust.

         "Property Trustee" has the meaning set forth in the Trust Agreement.

         "Reference Date" has the meaning set forth in Section 4.3.

         "Regular Record Date" means the 15th day of the last month of the
calendar quarter.

         "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee in its corporate trust administration who is responsible
for the administration of the Trust and whose name appears on the list of
Responsible Officers of the Trustee which shall be furnished by the Trustee to
the Corporation, as such list may be revised from time to time.

         "Scheduled Maturity Date" means _________, 2032.

         "Securities Act" means the Securities Act of 1933, or any successor
statute, in each case as amended from time to time.

         "Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Corporation whether
or not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Corporation which when
incurred and without respect to any election under Section 1111(b) of the
Bankruptcy Law was without recourse to the Corporation; (ii) any Debt of the
Corporation to any of its subsidiaries; (iii) any Debt to any employee of the
Corporation; and (iv) Debentures or Other Debentures, including Debentures sold
by the Corporation to the Trust.

         "Senior Indebtedness" shall have the meaning set forth in Section 17.1.

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

         "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Corporation whether
or not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture


<PAGE>

or thereafter incurred, which is by its terms expressly provided to be junior
and subordinate to other Debt of the Corporation (other than the Debentures),
except that Subordinated Debt shall not include: (i) any Debt of the Corporation
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 Corporation; (ii) any Debt of the Corporation to any of its Subsidiaries;
(iii) any Debt to any employee of the Corporation; (iv) Debentures or Other
Debentures, including Debentures sold by the Corporation to the Trust and (v)
any Debt which by its terms provides that it is not superior in right of payment
to the Debentures or to other Debt which is pari passu with, or subordinated to,
the Debentures.

         "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (ii) any general
partnership, joint venture, trust or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries; and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner.

         "Tax Event" means the receipt by the Trust of an Opinion of Counsel
rendered by a law firm knowledgeable in such matters, to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or shall be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Debentures; (ii) interest
payable by the Corporation on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, shall not be, deductible by the Corporation, in
whole or in part, for United States federal income tax purposes; or (iii) the
Trust is, or shall be within 90 days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges. The Trust or the Corporation shall request and
receive such Opinion of Counsel with regard to such matters within a reasonable
period of time after the Trust or the Corporation shall have become aware of the
possible occurrence of any of the events described in clauses (i) through (iii)
above.

         "Trust" means Southern Community Capital Trust I, a Delaware statutory
business trust created by the Trust Agreement.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
January ___, 2002, of the Trust, as amended, modified or supplemented in
accordance with the applicable provisions thereof, among the trustees of the
trust named therein, the Corporation, as depositor, and the holders from time to
time of undivided beneficial ownership interests in the assets of the Trust,
including all exhibits thereto, including, for all purposes of the Trust
Agreement, and any such modification, amendment or supplement, the provisions of
the Trust Indenture Act that are deemed to be part of and govern the Trust
Agreement and any such modification, amendment or supplement, respectively.


<PAGE>

         "Trustee" means Wilmington Trust Company, acting not in its individual
capacity but solely as trustee under this Indenture, and, subject to the
provisions of Article X, shall also include its successors and assigns, and, if
at any time there is more than one Person acting in such capacity hereunder,
"Trustee" shall mean each such Person.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 12.1, 12.2, and 13.1, and any
successor statute thereto, in each case as amended from time to time.

         "Trust Securities" means the Common Securities and Preferred
Securities, collectively.

         "Voting Stock" as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   ARTICLE II.
               ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION
                         AND EXCHANGE OF THE DEBENTURES

SECTION 2.1       DESIGNATION AND PRINCIPAL AMOUNT.

         There are hereby authorized Debentures designated the "___% Convertible
Deferrable Interest Junior Subordinated Debentures Due ________, 2032," limited
in aggregate principal amount to not more than Seventeen Million Seven Hundred
Eighty-Four Thousand Dollars ($17,784,000) which amount shall be as set forth in
any written order of the Corporation for the authentication and delivery of
Debentures pursuant to Section 2.5.

SECTION 2.2       MATURITY.

         (a)      The Maturity Date shall be either:

                  (i) the Scheduled Maturity Date; or

                  (ii) if the Company elects to accelerate the Maturity Date to
be a date prior to the Scheduled Maturity Date in accordance with Section
2.2(c), the Accelerated Maturity Date.

         (b)      The Company may at any time before the day which is 90 days
before the Scheduled Maturity Date and after ________, 2007, elect to shorten
the Maturity Date only once to the Accelerated Maturity Date provided that the
Company has received the prior approval of the Federal Reserve if then required
under applicable capital guidelines, policies or regulations of the Federal
Reserve.


<PAGE>

         (c)      If the Company elects to accelerate the Maturity Date in
accordance with Section 2.2(b), the Company shall give notice to the Trustee and
the Trust (unless the Trust is not the holder of the Debentures, in which case
the Trustee will give notice to the holders of the Debentures) of the
acceleration of the Maturity Date and the Accelerated Maturity Date at least 30
days and no more than 180 days before the Accelerated Maturity Date; provided,
however that nothing provided in this Section 2.2 shall limit the Company's
rights, as provided in Article III hereof, to redeem all or a portion of the
Debentures at such time or times on or after _________, 2002, as the Company may
so determine, or at any time upon the occurrence of a Special Event.

SECTION 2.3       FORM AND PAYMENT.

         The Debentures shall be issued in certificated form without interest
coupons. Principal and interest on the Debentures issued in certificated form
shall be payable, the transfer of such Debentures shall be registrable and such
Debentures shall be exchangeable for Debentures bearing identical terms and
provisions at the office or agency of the Trustee; provided, however, that
payment of interest may be made at the option of the Corporation by check mailed
to the holder at such address as shall appear in the Debenture Register or by
wire transfer to an account maintained by the holder as specified in the
Debenture Register, provided that the holder provides proper wire transfer
instructions by the Regular Record Date. Notwithstanding the foregoing, so long
as the holder of any Debentures is the Property Trustee, the payment of the
principal of and interest on such Debentures held by the Property Trustee shall
be made at such place and to such account as may be designated by the Property
Trustee.

         Debentures shall be issuable in whole or in part in the form of one or
more Global Securities and, in such case, the Depository for such Global
Securities shall be ________.

SECTION 2.4       INTEREST.

         (a)      Each Debenture shall bear interest at the Coupon Rate from the
original date of issuance until the principal thereof becomes due and payable,
and on any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
Coupon Rate, compounded quarterly, payable (subject to the provisions of Article
V) quarterly in arrears on March 31, June 30, September 30 and December 31 of
each year (each, an "Interest Payment Date," commencing on March 31, 2002), to
the Person in whose name such Debenture or any Predecessor Debenture is
registered at 5:00 p.m., New York, New York time on the Regular Record Date next
preceding such Interest Payment Date.

         (b)      The amount of interest payable for any period shall be
computed on the basis of a 360-day year of twelve 30-day months. Any change in
the Coupon Rate shall be effective on the date of such change for purposes of
calculating interest for any period. Except as provided in the following
sentence, the amount of interest payable for any period shorter than a full
quarterly period for which interest is computed, shall be computed on the basis
of the actual number of days elapsed in such period, based on a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable on
the Debentures is not a Business Day, then payment of interest payable on such
date shall be made on the next succeeding day which is a Business Day


<PAGE>

(and without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case with the same force and effect as if made on the date such payment
was originally payable.

         (c)      If, at any time while the Property Trustee is the holder of
any Debentures, the Trust or the Property Trustee is required to pay any income
or other taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Corporation shall pay as additional interest
("Additional Interest") on the Debentures held by the Property Trustee, such
additional amounts as shall be required so that the net amounts received and
retained by the Trust and the Property Trustee after paying such taxes, duties,
assessments or other governmental charges shall be equal to the amounts the
Trust and the Property Trustee would have received had no such taxes, duties,
assessments or other governmental charges been imposed.

SECTION 2.4A      DEFAULTED INTEREST.

         Any interest on any Debenture that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and (to the extent that
payment of such interest is enforceable) interest on any overdue installment of
interest at the Coupon Rate, compounded quarterly (herein called "Defaulted
Interest") shall, notwithstanding the provisions of Section 2.4(a), forthwith
cease to be payable to the holder on the relevant Regular Record Date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Corporation, at its election, as provided in clause (a) or clause (b) below:

         (a)      The Corporation may make payment of any Defaulted Interest on
Debentures to the Persons in whose names such Debentures (or their respective
Predecessor Debentures) are registered at 5:00 p.m., New York, New York time on
a special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Corporation shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each such
Debenture and the date of the proposed payment, and at the same time the
Corporation 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 herein
provided. Thereupon the Trustee shall fix a special record date for the payment
of such Defaulted Interest which shall not be more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Corporation of such special record date and, in the name and
at the expense of the Corporation, 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 Debentureholder at his or her address as it
appears in the Debenture Register, not less than 10 days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Debentures (or their
respective Predecessor Debentures) are registered on such special record date
and shall be no longer payable pursuant to Section 2.4A(b).


<PAGE>

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

SECTION 2.5       EXECUTION AND AUTHENTICATIONS.

         (a)      The Debenture(s) shall be signed on behalf of the Corporation
by its Chairman, President or one of its Vice Presidents, under its corporate
seal attested by its Secretary or one of its Assistant Secretaries. Signatures
may be in the form of a manual or facsimile signature. The Corporation may use
the facsimile signature of any Person who shall have been a Chairman, President
or Vice President thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the
Debentures shall be authenticated and delivered or disposed of such Person shall
have ceased to be the Chairman, President or a Vice President, or the Secretary
or an Assistant Secretary, of the Corporation (and any such signature shall be
binding on the Corporation). The seal of the Corporation may be in the form of a
facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Debentures. The Debentures may contain such notations, legends
or endorsements as are required by law, stock exchange rule or usage. Each
Debenture shall be dated the date of its authentication by the Trustee.

         (b)      A Debenture shall not be valid until authenticated manually by
an authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

         (c)      At any time and from time to time after the execution and
delivery of this Indenture, the Corporation may deliver Debentures executed by
the Corporation to the Trustee for authentication, together with a written order
of the Corporation for the authentication and delivery of such Debentures signed
by its Chairman, President or any Vice President and its Secretary or any
Assistant Secretary, and the Trustee in accordance with such written order shall
authenticate and make available for delivery such Debentures.

         (d)      In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 10.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

         (e)      The Trustee shall not be required to authenticate such
Debentures if the issue of such Debentures pursuant to this Indenture shall
affect the Trustee's own rights, duties or immunities under the Debentures and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

SECTION 2.6       REGISTRATION OF TRANSFER AND EXCHANGE.


<PAGE>

         (a)      Debentures may be exchanged upon presentation thereof at the
office or agency of the Corporation designated for such purpose, for other
Debentures in a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in this Section 2.6. In respect of any Debentures so surrendered
for exchange, the Corporation shall execute, the Trustee shall authenticate and
such office or agency shall deliver in exchange therefor the Debenture or
Debentures that the Debenture holder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.

         (b)      The Corporation shall keep, or cause to be kept, at its office
or agency designated for such purpose or such other location designated by the
Corporation a register or registers (herein referred to as the "Debenture
Register") in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall register the Debentures and the transfers of Debentures as
in this Article II provided and which at all reasonable times shall be open for
inspection by the Trustee. The registrar for the purpose of registering
Debentures and transfer of Debentures as herein provided shall be appointed as
authorized by Board Resolution (the "Debenture Registrar"). Upon surrender for
transfer of any Debenture at the office or agency of the Corporation designated
for such purpose, the Corporation shall execute, the Trustee shall authenticate
and such office or agency shall make available for delivery in the name of the
transferee or transferees a new Debenture or Debentures for a like aggregate
principal amount. All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section 2.6, shall be accompanied
(if so required by the Corporation or the Debenture Registrar) by a written
instrument or instruments of transfer, in a form satisfactory to the Corporation
or the Debenture Registrar, duly executed by the registered holder or by such
holder's duly authorized attorney in writing.

         (c)      No service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new Debentures in case of
partial redemption, but the Corporation may require payment of a sum sufficient
to cover any tax or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.7, Section 3.5(b) and Section 12.4 not involving
any transfer.

         (d)      The Corporation shall not be required (i) to issue, exchange
or register the transfer of any Debentures during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Debentures and ending at 5:00 p.m.,
New York, New York time on the day of such mailing; nor (ii) to register the
transfer or exchange of any Debentures or portions thereof called for
redemption.

         (e)      Notwithstanding any other provision of this Indenture,
transfers and exchanges of Debentures, whether pursuant to this Article II,
Section 3.5, Article X or otherwise, shall be made only in accordance with this
Section 2.6(e).

                  (i)      A Debenture that is not a Global Security may be
                           transferred, in whole or in part, to a Person who
                           takes delivery in the form of another Debenture that
                           is not a Global Security or may be exchanged, in
                           whole or in part, for another Debenture that is not a
                           Global Security, as provided in this Section 2.6.


<PAGE>

                  (ii)     A beneficial interest in a Global Security may be
                           transferred or exchanged for a Debenture that is not
                           a Global Security only as provided in Section 2.7A.

SECTION 2.7       TEMPORARY DEBENTURES.

         Pending the preparation of definitive Debentures, the Corporation may
execute, and the Trustee shall authenticate and deliver, temporary Debentures
(printed, lithographed, or typewritten). Such temporary Debentures shall be
substantially in the form of the definitive Debentures in lieu of which they are
issued, but with such omissions, insertions and variations as may be appropriate
for temporary Debentures, all as may be determined by the Corporation. Every
temporary Debenture shall be executed by the Corporation and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Debentures. Without unnecessary delay the
Corporation shall execute and shall furnish definitive Debentures and thereupon
any or all temporary Debentures may be surrendered in exchange therefor (without
charge to the holders), at the office or agency of the Corporation designated
for such purpose, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Debentures an equal aggregate
principal amount of definitive Debentures, unless the Corporation advises the
Trustee to the effect that definitive Debentures need not be executed and
furnished until further notice from the Corporation. Until so exchanged, the
temporary Debentures shall be entitled to the same benefits under this Indenture
as definitive Debentures authenticated and delivered hereunder.

SECTION 2.7A      GLOBAL SECURITIES.

         (a)      Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Corporation for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

         (b)      Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Debentures registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary advises the Trustee in writing that
such Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Corporation is unable to locate a qualified successor, (ii) the Corporation
executes and delivers to the Trustee a Corporation order stating that the
Corporation elects to terminate the book-entry system through the Depositary, or
(iii) there shall have occurred and be continuing an Event of Default.

         (c)      If any Global Security is to be exchanged for other Debentures
or cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Securities Registrar for exchange or cancellation as
provided in this Article II. If any Global Security is to be exchanged for other
Debentures or cancelled in part, or if another Debenture is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article II or (ii) the principal amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the principal amount of such Debenture to be
so exchanged for a beneficial interest therein, as the case may be, by means of


<PAGE>

an appropriate adjustment made on the records of the Securities Registrar,
whereupon the Trustee, in accordance with Applicable Procedures, shall instruct
the Depositary or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender or adjustment of a Global
Security by the Depositary, accompanied by registration instructions, the
Trustee shall, subject to Section 2.6 and as otherwise provided in this Article
II, authenticate and make available for delivery any Debentures issuable in
exchange for such Global Security (or any portion thereof) in accordance with
the instructions of the Depositary. The Trustee shall not be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be fully protected in relying on, such instructions.

         (d)      Except as otherwise provided in the preceding provisions of
this Section 2.7A, every Debenture authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Article II, Section 3.5 or Article X
or otherwise, shall be authenticated and delivered in the form of, and shall be,
a Global Security, unless such Debenture is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

         (e)      The Depositary or its nominee, as the registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Debenture, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or agent. Neither the
Trustee nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.

         (f)      The rights of owners of beneficial interests in a Global
Security shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such owners and the Depositary
and/or its Agent Members.

SECTION 2.8       MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.

         (a)      In case any temporary or definitive Debenture shall become
mutilated or be destroyed, lost or stolen, the Corporation (subject to the next
succeeding sentence) shall execute, and upon the Corporation's request the
Trustee (subject as aforesaid) shall authenticate and make available for
delivery, a new Debenture bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost or stolen. In every case the
applicant for a substituted Debenture shall furnish to the Corporation and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Corporation and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant's Debenture and
of the ownership thereof. The Trustee may authenticate any such substituted
Debenture and make available for delivery the same upon the written request or
authorization of any officer of the Corporation. Upon the issuance of any
substituted Debenture, the Corporation 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. In case any Debenture that has matured or is about
to mature shall become mutilated or be destroyed, lost or stolen, the
Corporation may, instead of issuing a substitute Debenture, pay or authorize the
payment of the


<PAGE>

same (without surrender thereof except in the case of a mutilated Debenture) if
the applicant for such payment shall furnish to the Corporation and the Trustee
such security or indemnity as they may require to save them harmless, and, in
case of destruction, loss or theft, evidence to the satisfaction of the
Corporation and the Trustee of the destruction, loss or theft of such Debenture
and of the ownership thereof.

         (b)      Every replacement Debenture issued pursuant to the provisions
of this Section 2.8 shall constitute an additional contractual obligation of the
Corporation whether or not the mutilated, destroyed, lost or stolen Debenture
shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Debentures duly issued hereunder. All Debentures shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Debentures, and shall preclude (to the extent lawful) any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.9       CANCELLATION.

         All Debentures surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Corporation or
any paying agent, be delivered to the Trustee for cancellation, or, if
surrendered to the Trustee, shall be canceled by it, and no Debentures shall be
issued in lieu thereof except as expressly required or permitted by any of the
provisions of this Indenture. On request of the Corporation at the time of such
surrender, the Trustee shall deliver to the Corporation canceled Debentures held
by the Trustee. In the absence of such request the Trustee may dispose of
canceled Debentures in accordance with its standard procedures. If the
Corporation shall otherwise acquire any of the Debentures, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.10      BENEFIT OF INDENTURE.

         Nothing in this Indenture or in the Debentures, express or implied,
shall give or be construed to give to any Person, other than the parties hereto
and the holders of the Debentures (and, with respect to the provisions of
Article XVII, the holders of Senior Indebtedness) any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions, and
provisions being for the sole benefit of the parties hereto and the holders of
the Debentures (and, with respect to the provisions of Article XVII, the holders
of Senior Indebtedness).

SECTION 2.11      AUTHENTICATING AGENT.

         (a)      So long as any of the Debentures remain Outstanding there may
be an Authenticating Agent for any or all such Debentures, which the Trustee
shall have the right to appoint. Said Authenticating Agent shall be authorized
to act on behalf of the Trustee to authenticate Debentures issued upon exchange,
transfer or partial redemption thereof, and Debentures so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. All references in
this


<PAGE>

Indenture to the authentication of Debentures by the Trustee shall be deemed to
include authentication by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Corporation and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.

         (b)      Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Corporation. The Trustee
may at any time (and upon request by the Corporation shall) terminate the agency
of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Corporation. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Corporation. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.

SECTION 2.12      RIGHT OF SET-OFF.

         With respect to the Debentures initially issued to the Trust,
notwithstanding anything to the contrary herein, the Corporation shall have the
right to set-off any payment it is otherwise required to make in respect of any
such Debenture to the extent the Corporation has theretofore made, or is
concurrently on the date of such payment making, a payment under the Preferred
Securities Guarantee relating to such Debenture or to a holder of Preferred
Securities pursuant to an action undertaken under Section 8.8 of this Indenture.

SECTION 2.13      CUSIP NUMBERS.

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

                                  ARTICLE III.
                            REDEMPTION OF DEBENTURES

SECTION 3.1       REDEMPTION.

         Subject to the Corporation having received prior regulatory approval,
if then required under applicable capital guidelines or regulatory policies, the
Corporation may redeem the Debentures


<PAGE>

issued hereunder on and after the dates set forth in and in accordance with the
terms of this Article III.

SECTION 3.2       SPECIAL EVENT REDEMPTION.

         Subject to the Corporation having received prior regulatory approval,
if then required under applicable capital guidelines or regulatory policies, if
a Special Event, as defined in Section 1.1 hereof, has occurred and is
continuing, then, notwithstanding Section 3.3(a), but subject to Section 3.3(b),
the Corporation shall have the right upon not less than 30 days nor more than 60
days notice to the holders of the Debentures to redeem the Debentures, in whole
but not in part, for cash within 180 days following the occurrence of such
Special Event (the "180-Day Period") at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the "Redemption Price"), provided that if such
Special Event is a Tax Event and at the time there is available to the
Corporation the opportunity to eliminate, within the 180-Day Period, such Tax
Event by taking some ministerial action (a "Ministerial Action"), such as filing
a form or making an election, or pursuing some other similar reasonable measure
which has no adverse effect on the Corporation, the Trust or the holders of the
Trust Securities, the Corporation shall pursue such Ministerial Action in lieu
of redemption, and, provided further, that the Corporation shall have no right
to redeem the Debentures while the Trust is pursuing any Ministerial Action
pursuant to its obligations under the Trust Agreement. The Redemption Price
shall be paid prior to 12:00 noon, New York, New York time, on the date of such
redemption or such earlier time as the Corporation determines, provided that the
Corporation shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by 10:00 a.m., New York, New York time, on the date such
Redemption Price is to be paid.

SECTION 3.3       OPTIONAL REDEMPTION BY CORPORATION.

         (a)      Subject to the provisions of Section 3.3(c), except as
otherwise may be specified in this Indenture, the Company shall have the right
to redeem the Debentures, in whole or in part, from time to time, (i) on or
after _______, 2007, at a Redemption Price equal to 100% of the principal amount
to be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption; and (ii) before _________, 2007, at a Redemption Price equal to
____% of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption. The Company may elect to redeem
the Debentures pursuant to (ii) above only if the stock price for the Company's
common stock has been at least 125% of the Conversion Price for a period of
twenty consecutive business days ending within five days of the date of notice
of redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon
not less than 30 days' nor more than 60 days' notice to the holder of the
Debentures, at the Redemption Price. If the Debentures are only partially
redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro
rata or by lot or in such other manner as the Trustee shall deem appropriate and
fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon,
New York, New York time, on the date of such redemption or at such earlier time
as the Company determines provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New
York, New York time, on the date such Redemption Price is to be paid.


<PAGE>

         (b)      Subject to the provisions of Section 3.3(c), the Corporation
shall have the right to redeem Debentures at any time and from time to time in a
principal amount equal to the Liquidation Amount (as defined in the Trust
Agreement) of any Preferred Securities purchased and beneficially owned by the
Corporation, plus an additional principal amount of Debentures equal to the
Liquidation Amount (as defined in the Trust Agreement) of that number of Common
Securities that bears the same proportion to the total number of Common
Securities then outstanding as the number of Preferred Securities to be redeemed
bears to the total number of Preferred Securities then outstanding. Such
Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange
for and upon surrender by the Corporation to the Property Trustee of the
Preferred Securities and a proportionate amount of Common Securities, whereupon
the Property Trustee shall cancel the Preferred Securities and Common Securities
so surrendered and a Like Amount (as defined in the Trust Agreement) of
Debentures shall be extinguished by the Trustee and shall no longer be deemed
Outstanding.

         (c)      If a partial redemption of the Debentures would result in the
delisting of the Preferred Securities issued by the Trust from The Nasdaq
National Market or any national securities exchange or other organization on
which the Preferred Securities are then listed or quoted, the Corporation shall
not be permitted to effect such partial redemption and may only redeem the
Debentures in whole.

SECTION 3.4       NOTICE OF REDEMPTION.

         (a)      Except in the case of redemption pursuant to Section 3.3(b),
in case the Corporation shall desire to exercise such right to redeem all or a
portion of the Debentures in accordance with the right reserved so to do, the
Corporation shall, or shall cause the Trustee to, upon receipt of 45 days
written notice from the Corporation (which notice shall, in the event of a
partial redemption, include a representation to the effect that such partial
redemption will not result in the delisting of the Preferred Securities as
described in Section 3.3(c) above), give notice of such redemption to holders of
the Debentures to be redeemed by mailing, first class postage prepaid, a notice
of such redemption not less than 30 days and not more than 60 days before the
date fixed for redemption to such holders at their last addresses as they shall
appear upon the Debenture Register unless a shorter period is specified in the
Debentures to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure to duly give
such notice to the holder of any Debenture designated for redemption in whole or
in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Debentures. In the case of any
redemption of Debentures prior to the expiration of any restriction on such
redemption provided in the terms of such Debentures or elsewhere in this
Indenture, the Corporation shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction. Each such notice of
redemption shall identify the Debenture to be redeemed (including CUSIP numbers,
if any) and shall specify the date fixed for redemption and the Redemption Price
and shall state that payment of the Redemption Price shall be made at the office
or agency of the Corporation or at the Corporate Trust Office, upon presentation
and surrender of such Debentures, that interest accrued to the date fixed for
redemption shall be paid as specified in said notice and that from and after
said date interest shall cease to accrue. If less than all the Debentures are to
be redeemed, the notice to the holders of the Debentures shall specify the
particular Debentures to be redeemed. If any Debenture is to be redeemed in part
only, the notice shall state the portion of the principal amount thereof to be


<PAGE>

redeemed (which shall be $______ or a multiple thereof) and shall state that on
and after the redemption date, upon surrender of such Debenture, a new Debenture
or Debentures in principal amount equal to the unredeemed portion thereof shall
be issued.

         (b)      Except in the case of redemption pursuant to Section 3.3(b),
if less than all the Debentures are to be redeemed, the Corporation shall give
the Trustee at least 45 days notice in advance of the date fixed for redemption
as to the aggregate principal amount of Debentures to be redeemed, and thereupon
the Trustee shall select, in such manner as it shall deem appropriate and fair
in its discretion, the portion or portions of the Debentures to be redeemed and
shall thereafter promptly notify the Corporation in writing of the numbers of
the Debentures to be redeemed, in whole or in part. The Corporation may, if and
whenever it shall so elect pursuant to the terms hereof, by delivery of
instructions signed on its behalf by its Chairman, President or any Vice
President, instruct the Trustee or any paying agent to call all or any part of
the Debentures for redemption and to give notice of redemption in the manner set
forth in this Section 3.4, such notice to be in the name of the Corporation or
its own name as the Trustee or such paying agent may deem advisable. In any case
in which notice of redemption is to be given by the Trustee or any such paying
agent, the Corporation shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such
Debenture Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section 3.4.

SECTION 3.5       PAYMENT UPON REDEMPTION.

         (a)      If the giving of notice of redemption shall have been
completed as above provided, subject to the provisions of Section 3.2 the
Debentures or portions of Debentures to be redeemed specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable Redemption Price, and interest on such Debentures or portions
of Debentures shall cease to accrue on and after the date fixed for redemption,
unless the Corporation shall default in the payment of such Redemption Price
with respect to any such Debenture or portion thereof. On presentation and
surrender of such Debentures on or after the date fixed for redemption at the
place of payment specified in the notice, said Debentures shall be paid and
redeemed at the Redemption Price (but if the date fixed for redemption is an
Interest Payment Date, the interest installment payable on such date shall not
be part of the Redemption Price and shall be payable instead to the registered
holder at 5:00 p.m., New York, New York time on the Regular Record Date next
preceding the next succeeding Interest Payment Date).

         (b)      Subject to the provisions of Article II, upon presentation of
any Debenture that is to be redeemed in part only, the Corporation shall execute
and the Trustee shall authenticate and the office or agency where the Debenture
is presented shall make available for delivery to the holder thereof, at the
expense of the Corporation, a new Debenture of authorized denomination in
principal amount equal to the unredeemed portion of the Debenture so presented.

SECTION 3.6       NO SINKING FUND.

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

                                   ARTICLE IV


<PAGE>

                            CONVERSION OF DEBENTURES

SECTION 4.1       CONVERSION RIGHTS.

         Subject to and upon compliance with the provisions of this Article IV,
the Debentures are convertible, at the option of the Debentureholder, at any
time after _______, 2002, and on or before 5:00 pm, New York, New York time, on
the Business Day immediately preceding the date of repayment of such Debentures,
whether at maturity or upon redemption, into fully paid and nonassessable shares
of Common Stock at an initial conversion ratio of _____ shares of Common Stock
for each $10 in aggregate principal amount of Debentures (equal to an initial
conversion price of $_____ per share of Common Stock), subject to adjustment as
described in this Article IV (the "Conversion Ratio"). A Debentureholder may
convert any portion of the principal amount of the Debentures into that number
of fully paid and nonassessable shares of Common Stock calculated as to each
conversion to the nearest 1/100th of a share) obtained by multiplying (x) the
quotient obtained by dividing the principal amount of the Debentures to be
converted by $10 by (y) the Conversion Ratio. In case a Debenture or portion
thereof is called for redemption, such conversion right in respect of the
Debenture or portion so called shall expire at 5:00 p.m., New York, New York
time on the Business Day immediately preceding the corresponding Maturity Date,
unless the Corporation defaults in making the payment due upon redemption.

SECTION 4.2       CONVERSION PROCEDURES.

         (a)      To convert all or a portion of the Debentures, the
Debentureholder thereof shall deliver to the Conversion Agent an irrevocable
Conversion Request setting forth the principal amount of Debentures to be
converted, together with the name or names, if other than the Debentureholder,
in which the shares of Common Stock should be issued upon conversion and, if
such Debentures are in certificate form, surrender to the Conversion Agent the
Debentures to be converted, duly endorsed or assigned to the Corporation or in
blank. In addition, a holder of Preferred Securities may exercise its right
under the Trust Agreement to exchange such Preferred Securities for Debentures
which shall be converted into Common Stock by delivering to the Conversion Agent
an irrevocable Conversion Request setting forth the information called for by
the preceding sentence and directing the Conversion Agent (i) to exchange such
Preferred Security for a portion of the Debentures held by the Trust (at an
exchange rate of $10 principal amount of Debentures for each Preferred
Security), and (ii) to immediately convert such Debentures, on behalf of such
Debentureholder, into Common Stock pursuant to this Article IV and, if such
Preferred Securities are in certificate form, surrendering such Preferred
Securities, duly endorsed or assigned to the Corporation or in blank. So long as
any Preferred Securities are outstanding, the Trust shall not convert any
Debentures into shares of Common Stock except pursuant to a Conversion Request
delivered to the Conversion Agent by a holder of Preferred Securities.

         If a Conversion Request is delivered on or after the Regular Record
Date and prior to the subsequent Interest Payment Date, the Debentureholder
shall be required to pay to the Corporation the interest payable to the
Debentureholder on the subsequent Interest Payment Date prior to distribution of
the shares of Common Stock, and such Debentureholder shall be entitled to
receive the interest payable on the subsequent Interest Payment Date, on the
portion of Debentures to be converted, notwithstanding the conversion thereof
prior to such Interest


<PAGE>

Payment Date. Except as provided in the immediately preceding sentence, the
Corporation shall not make, or be required to make, any payment, allowance or
adjustment for accumulated and unpaid interest, whether or not in arrears, on
converted Debentures; provided, however, that if notice of redemption of
Debentures is mailed or otherwise given to Debentureholders, then, if any
Debentureholder converts any Debentures into Common Stock on any date on or
after the date on which such notice of prepayment is mailed or otherwise given,
and if such date of conversion falls on any day from and including the first day
of an Extended Interest Payment Period and on or prior to the Interest Payment
Date upon which such Extended Interest Payment Period ends, such converting
Debentureholder shall be entitled to receive either (i) if the date of such
conversion falls after a Regular Record Date and on or prior to the next
succeeding Interest Payment Date, all accrued and unpaid interest on such
Debentures (including interest thereon, if any, to the extent permitted by
applicable law) to such Interest Payment Date, or (ii) if the date of such
conversion does not fall on a date described in clause (i) above, all accrued
and unpaid interest on such Debentures (including interest thereon, if any, to
the extent permitted by applicable law) to the most recent Interest Payment Date
prior to the date of such conversion, which interest shall, in either such case,
be paid to such converting Debentureholder unless the date of conversion of such
Debentures is on or prior to the Interest Payment Date upon which such Extended
Interest Payment Period ends and after the Regular Record Date for such Interest
Payment Date, in which case such interest shall be paid to the person who was
the Debentureholder at 5:00 p.m., New York, New York time on such Regular Record
Date. Except as otherwise set forth above in this paragraph, in the case of any
Debenture which is converted, interest which is payable after the date of
conversion of such Debenture shall not be payable, and the Corporation shall not
make nor be required to make any other payment, adjustment or allowance with
respect to accrued but unpaid interest on the Debentures being converted, which
shall be deemed to be paid in full. If any Debenture called for redemption is
converted, any money deposited with the Trustee or with any paying agent or so
segregated and held in trust for the redemption of such Debenture shall (subject
to any right of the Debentureholder) be paid to the Corporation upon Corporation
Request or, if then held by the Corporation, shall be discharged from such
trust.

         Each conversion shall be deemed to have been effected immediately prior
to close of business on the day on which the Conversion Request was received
(the "Conversion Date") by the Conversion Agent from the Debentureholder or from
a holder of the Preferred Securities effecting a conversion thereof pursuant to
its conversion rights under the Trust Agreement, as the case may be. The Person
or Persons entitled to receive the Common Stock issuable upon such conversion
shall be treated for all purposes as a record holder or holders of such Common
Stock as of the Conversion Date. As promptly as practicable on or after the
Conversion Date, the Corporation shall issue and deliver at the office of the
Conversion Agent, unless otherwise directed by the Debentureholder in the
Conversion Request, a certificate or certificates for the number of full shares
of Common Stock issuable upon such conversion, together with the cash payment,
if any, in lieu of any fraction of any share to the Person or Persons entitled
to receive the same. The Conversion Agent shall deliver such certificate or
certificates to each Person or Persons.

         (b)      Subject to any right of the Debentureholder, the Corporation's
delivery upon conversion of the fixed number of shares of Common Stock into
which the Debentures are convertible (together with the cash payment, if any, in
lieu of fractional shares) shall be deemed to satisfy the Corporation's
obligation to pay the principal amount at maturity of the portion of


<PAGE>

Debentures so converted and any unpaid interest accrued on such Debentures at
the time of such conversion.

         (c)      No fractional shares of Common Stock shall be issued as a
result of conversion, but in lieu thereof, the Corporation shall pay to the
Conversion Agent a cash adjustment in an amount equal to the same fraction of
the last reported sale price of such fractional interest on the date on which
the Debentures or Preferred Securities, as the case may be, were duly
surrendered to the Conversion Agent for conversion, or, if such day is not a
Trading Day, on the next Trading Day, and the Conversion Agent in turn shall
make such payment, if any, to the Debentureholder or the holder of the Preferred
Securities so converted.

         (d)      In the event of the conversion of any Debenture in part only,
a new Debenture or Debentures for the unconverted portion thereof shall be
issued in the name of the Debentureholder thereof upon the cancellation thereof
in accordance with Section 2.9.

         (e)      In effecting the conversion transactions described in this
Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred
Securities (in the exchange of Preferred Securities for Debentures) and as agent
of the Debentureholders (in the conversion of Debentures into Common Stock), as
the case may be, directing it to effect such conversion transactions. The
Conversion Agent is hereby authorized (i) to exchange Preferred Securities for
Debentures held by the Trust from time to time in connection with the conversion
of such Preferred Securities in accordance with this Article IV, and (ii) to
convert all or a portion of the Debentures into Common Stock and thereupon to
deliver such shares of Common Stock in accordance with the provisions of this
Article IV and to deliver to the Trust a new Debenture or Debentures for any
resulting unconverted principal amount.

SECTION 4.3       CONVERSION RATIO ADJUSTMENTS.

         The Conversion Ratio shall be subject to adjustment (without
duplication) from time to time as follows:

         (a)      In case the Corporation shall, while any of the Debentures are
outstanding, (i) pay a dividend or make a distribution with respect to its
Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of
Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issue by reclassification of its shares of
Common Stock any shares of capital stock of the Corporation, then the Conversion
Ratio in effect immediately prior to such action shall be adjusted so that the
holders of any Debentures thereafter surrendered for conversion shall be
entitled to receive the number of shares of capital stock of the Corporation
which he would have owned immediately following such action had such Debentures
been converted immediately prior thereto. An adjustment made pursuant to this
section 4.3(a) shall become effective immediately after the record date in the
case of a dividend or other distribution and shall become effective immediately
after the effective date in case of a subdivision, combination or
reclassification (or immediately after the record date if a record date shall
have been established for such event). If, as a result of an adjustment made
pursuant to this Section 4.3(a), the holder of any Debenture thereafter
surrendered for conversion shall become entitled to receive shares of two or
more classes or series of capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive and shall be described in a
Board


<PAGE>

Resolution filed with the Trustee) shall determine the allocation of the
adjusted Conversion Ratio between or among shares of such classes or series of
capital stock.

         (b)      In case the Corporation shall, while any of the Debentures are
outstanding, issue rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after the record date
mentioned in this Section 4.3(b)) to subscribe for or purchase shares of Common
Stock at a price per share less than the Current Market Price (as defined below)
per share of Common Stock on such record date, then the Conversion Ratio for the
Debentures shall be adjusted so that the same shall equal the ratio determined
by multiplying the Conversion Ratio in effect immediately prior to the date of
issuance of such rights or warrants by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase, and of which the denominator shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of shares which the aggregate offering price
of the total number of shares so offered for subscription or purchase would
purchase at such Current Market Price. Such adjustment shall become effective
immediately after the record date for the determination of shareholders entitled
to receive such rights or warrants. For the purposes of this Section 4.3(b), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation. The Corporation shall not issue
any rights or warrants in respect of the shares of Common Stock held in the
treasury of the Corporation. In case any rights or warrants referred to in this
Section 4.3(b) in respect of which an adjustment shall have been made shall
expire unexercised within 45 days after the same shall have been distributed or
issued by the Corporation, the Conversion Ratio shall be readjusted at the time
of such expiration to the Conversion Ratio that would have been in effect if no
adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

         (c)      Subject to the last sentence of this Section 4.3(c), in case
the Corporation shall, by dividend or otherwise, distribute to all holders of
its Common Stock evidences of its indebtedness, shares of any class or series of
capital stock, cash or assets (including securities, but excluding any rights or
warrants referred to in Section 4.3(b), any dividend or distribution paid
exclusively in cash and any dividend or distribution referred to in Section
4.3(a)), then the Conversion Ratio shall be increased so that the same shall
equal the ratio determined by multiplying the Conversion Ratio in effect
immediately prior to the effectiveness of the Conversion Ratio increase
contemplated by this Section 4.3(c) by a fraction of which the numerator shall
be the Current Market Price per share of Common Stock on the date fixed for the
payment of such distribution (the "Reference Date"), and of which the
denominator shall be, the Current Market Price per share of the Common Stock on
the Reference Date less the fair market value (as determined in good faith by
the Board of Directors, whose determination shall be conclusive and described in
a Board Resolution), on the Reference Date, of the portion of the evidences of
indebtedness, shares of capital stock, cash and assets so distributed applicable
to one share of Common Stock, such increase to become effective immediately
prior to the opening of business on the day following the Reference Date. In the
event that such dividend or distribution is not so paid or made, the Conversion
Ratio shall again be adjusted to be the Conversion Ratio which would then be in
effect if such dividend or distribution had not occurred. If the Board of
Directors determines the fair market value of any distribution for purposes of
this Section 4.3(c) by reference to the actual or when issued trading market for
any securities comprising such distribution, it must in doing so consider the
prices in such market


<PAGE>

over the same period used in computing the Current Market Price per share of
Common Stock. For purposes of this Section 4.3(c), any dividend or distribution
that includes shares of Common Stock or rights or warrants to subscribe for or
purchase shares of Common Stock shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, shares of capital stock, cash or
assets other than such shares of Common Stock or such rights or warrants (making
any Conversion Ratio increase required by this Section 4.3(c)) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (making any further Conversion Ratio increase required
by Section 4.3(a) or 4.3 (b)), except (A) the Reference Date of such dividend or
distribution as defined in this Section 4.3(c) shall be substituted as (a) "the
record date in the case of a dividend or other distribution," and (b) "the
record date for the determination of shareholders entitled to receive such
rights or warrants," and (c) "the date fixed for such determination" within the
meaning of Sections 4.3(a) and 4.3(b), and (B) any shares of Common Stock
included in such dividend or distribution shall not be deemed outstanding for
purposes of computing any adjustment of the Conversion Ratio in Section 4.3(a).

         (d)      In case the Corporation shall pay or make a dividend or other
distribution on its Common Stock exclusively in cash (excluding all cash
dividends paid out of the retained earnings of the Corporation), then the
Conversion Ratio shall be increased so that the same shall equal the ratio
determined by multiplying the Conversion Ratio in effect immediately prior to
the effectiveness of the Conversion Ratio increase contemplated by this Section
4.3(d) by a fraction of which the numerator shall be the Current Market Price
per share of the Common Stock, and of which the denominator shall be the Current
Market Price per share of Common Stock on the date fixed for the payment of such
distribution less the amount of cash so distributed and not excluded as provided
applicable to one share of Common Stock on the date fixed for the payment of
such distribution, such increase to become effective immediately prior to the
opening of business on the day following the date fixed for the payment of such
distribution; provided, however, that in the event the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price per share of the Common Stock on the record date
mentioned above, in lieu of the foregoing adjustment, adequate provision shall
be made so that each Debentureholder shall have the right to receive upon
conversion the amount of cash such Debentureholder would have received had such
Debentureholder converted each Debenture immediately prior to the record date
for the distribution of the cash. In the event that such dividend or
distribution is not so paid or made, the Conversion Ratio shall again be
adjusted to be the Conversion Ratio which would then be in effect if such record
date had not been fixed.

         (e)      In case a tender or exchange offer (other than an odd-lot
offer) made by the Corporation or any subsidiary of the Corporation for all or
any portion of the Common Stock shall expire and such tender or exchange offer
shall involve the payment by the Corporation or such subsidiary of consideration
per share of Common Stock having a fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
described in a Board Resolution) at the last time (the "Expiration Time")
tenders or exchanges may be made pursuant to such tender or exchange offer (as
it shall have been amended) that exceeds 110% of the Current Market Price per
share of Common Stock on the Trading Day next succeeding the Expiration Time,
then the Conversion Ratio shall be increased so that the same shall equal the
ratio determined by multiplying the Conversion Ratio in effect immediately prior
to the effectiveness of the Conversion Ratio increase contemplated by this
Section 4.3(e) by a fraction of which the numerator shall be the sum of (x) the
fair market value (determined as aforesaid) of the aggregate consideration
payable to shareholders based on the acceptance (up to


<PAGE>

any maximum specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the Expiration Time
(the shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares"), and (y) the product of the number of shares of Common Stock
outstanding (less any Purchased Shares) at the Expiration Time and the Current
Market Price per share of Common Stock on the Trading Day next succeeding the
Expiration Time, and of which the denominator shall be the number of shares of
Common Stock outstanding (including any tendered or exchanged shares) at the
Expiration Time multiplied by the Current Market Price per share of Common Stock
on the Trading Day next succeeding the Expiration Time, such increase to become
effective immediately prior to the opening of business on the day following the
Expiration Time.

         (f)      For the purpose of any computation under Sections 4.3(b), (c),
(d) or (e), the "Current Market Price" per share of Common Stock on any date in
question shall be deemed to be the average of the daily Closing Prices for the
ten consecutive Trading Days selected by the Corporation commencing not more
than 20 Trading Days before, and ending not later than the earlier of the day in
question or, if applicable, the day before the "ex" date with respect to the
issuance or distribution requiring such computation; provided, however, that if
another event occurs that would require an adjustment pursuant to Sections
4.3(a) through (e), inclusive, the Board of Directors may make such adjustments
to the Closing Prices during such five Trading Day period as it deems
appropriate to effectuate the intent of the adjustments in this Section 4.3, in
which case any such determination by the Board of Directors shall be set forth
in a Board Resolution and shall be conclusive. For purposes of this Section
4.3(f), the term "ex" date, (i) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades in a regular
way on The Nasdaq National Market(s) or on such successor securities quotation
system as the Common Stock may be listed or in the relevant market from which
the Closing Prices were obtained without the right to receive such issuance or
distribution, and (ii) when used with respect to any tender or exchange offer,
means the first date on which the Common Stock trades in a regular way on such
securities exchange or in such market after the Expiration Time of such offer.

         (g)      The Corporation may make such increases in the Conversion
Ratio, in addition to those required by Sections (a) through (e), as it
considers to be advisable to avoid or diminish any income tax to holders of
Common Stock or rights to purchase Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes. The Corporation from time to time may increase the
Conversion Ratio by any amount for any period of time if the period is at least
20 days, the increase is irrevocable during the period, and the Board of
Directors shall have made a determination that such increase would be in the
best interest of the Corporation, which determination shall be conclusive.
Whenever the Conversion Ratio is increased pursuant to the preceding sentence,
the Corporation shall mail to Debentureholders of record a notice of the
increase at least fifteen days prior to the date the increased Conversion Ratio
takes effect, and such notice shall state the increased Conversion Ratio and the
period it shall be in effect.

         (h)      No adjustment in the Conversion Ratio shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
Conversion Ratio; provided, however, that any adjustments which by reason of
this Section 4.3(h) are not required to be made shall be carried forward and
taken into account in determining whether any subsequent adjustment shall be
required. The adjusted Conversion Ratio will be rounded to four decimal places.


<PAGE>

         (i)      If any action would require adjustment of the Conversion Ratio
pursuant to more than one of the provisions described above, only one adjustment
shall be made and such adjustment shall be the amount of adjustment that has the
highest absolute value to the Debentureholders.

SECTION 4.4       RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS.

         In the event that the Corporation shall be a party to any transaction,
including without limitation (a) any recapitalization or reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), (b) any consolidation of the Corporation with,
or merger of the Corporation into any other Person, any merger of another Person
into the Corporation (other than a merger which does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Corporation), (c) any sale, transfer or lease of all or
substantially all of the assets of the Corporation, or (d) any compulsory share
exchange, in each case pursuant to which the Common Stock is converted into the
right to receive other securities, cash or other property, then lawful provision
shall be made as part of the terms of such transaction whereby the holder of
each Debenture then outstanding shall have the right thereafter to convert each
Debenture only into the kind and amount of securities, cash or other property
receivable upon consummation of such transaction by a holder of the number of
shares of Common Stock of the Corporation into which such Debenture could have
been converted immediately prior to such transaction.

         The Corporation or the Person formed by such consolidation or resulting
from such merger or which acquired such assets or which acquires the shares of
the Corporation, as the case may be, shall make provision in its certificate or
articles of incorporation or other constituent document to establish such right.
Such certificate or articles of incorporation or other constituent document
shall provide for adjustments which, for events subsequent to the effective date
of such certificate or articles of incorporation or other constitution document,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article IV. The above provisions shall similarly apply to successive
transactions of the foregoing type.

SECTION 4.5       NOTICE OF ADJUSTMENTS OF CONVERSION RATIO.

         Whenever the Conversion Ratio is adjusted as herein provided:

         (a)      The Corporation shall compute the adjusted Conversion Ratio
and shall prepare a certificate signed by the Chairman of the Board, President
or a Vice President of the Corporation and by its Treasurer or an Assistant
Treasurer of the Corporation setting forth the adjusted Conversion Ratio and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed with the Trustee, the Conversion Agent
and the transfer agent for the Preferred Securities and the Debentures; and

         (b)      A notice stating that the Conversion Ratio has been adjusted
and setting forth the adjusted Conversion Ratio shall as soon as practicable be
mailed by the Corporation to all record


<PAGE>

holders of Preferred Securities and the Debentures at their last addresses as
they appear upon the stock transfer books of the Corporation and the Trust.

SECTION 4.6       PRIOR NOTICE OF CERTAIN EVENTS.

         In case:

         (a)      the Corporation shall (i) declare any dividend (or any other
distribution) on its Common Stock, other than (A) a dividend payable in shares
of Common Stock, or (B) a dividend payable in cash that would not require an
adjustment pursuant to Section 4.3(c) or (d), or (ii) authorize a tender or
exchange offer that would require an adjustment pursuant to Section 4.3(e);

         (b)      the Corporation shall authorize the granting to all holders of
Common Stock of rights or warrants to subscribe for or purchase any shares of
stock of any class or series or of any other rights or warrants;

         (c)      of any reclassification of Common Stock (other than a
subdivision or combination of the outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation or merger to which the Corporation is a party and for which
approval of any shareholders of the Corporation shall be required, or the sale
or transfer of all or substantially all of the assets of the Corporation or of
any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or other property; or

         (d)      of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, then the Corporation shall (1) if any Preferred
Securities are outstanding, cause to be filed with the transfer agent for the
Preferred Securities, and shall cause to be mailed to the holders of record of
the Preferred Securities, at their last addresses as they shall appear upon the
securities register of the Trust, or (2) shall cause to be mailed to all
Debentureholders at their last addresses as they shall appear in the Debenture
Register, at least fifteen days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record (if any)
is to be taken for the purpose of such dividend, distribution, rights or
warrants or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution, rights or
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up (but no failure to mail such
notice or any defect therein or in the mailing thereof shall affect the validity
of the corporate action required to be specified in such notice).

SECTION 4.7       CERTAIN DEFINED TERMS.

         The following definitions shall apply to terms used in this Article IV:

         (a)      "Closing Prices" of any security on any day shall mean the
last reported sale price for such security, regular way, on such day or, if no
sale takes place on such day, the average of


<PAGE>

the reported closing bid and asked prices on such day, regular way, of such
security, in either case as reported on the National Market System of the
National Association of Securities Dealers, Inc. or, if such security is not
quoted or admitted to trading on such quotation system, on the principal
quotation system on which such security is listed or admitted to trading or
quoted, or, if not listed or admitted to trading or quoted on any national
securities exchange or quotation system, the average of the closing bid and
asked prices of such security in the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such manner, as
furnished by any Nasdaq member firm selected from time to time by the Board of
Directors for that purpose or, if not so available in such manner, as otherwise
determined in good faith by the Board of Directors.

         (b)      "Trading Day" shall mean a day on which securities are traded
on the national securities exchange or quotation system used to determine the
Closing Price.

SECTION 4.8       DIVIDEND OR INTEREST REINVESTMENT PLANS.

         Notwithstanding the foregoing provisions, the issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Corporation and the investment of
additional optional amounts in shares of Common Stock under any such plan, and
the issuance of any shares of Common Stock or options or rights to purchase such
shares pursuant to any employee benefit plan or program of the Corporation or
pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date the Debentures were first
issued, shall not be deemed to constitute an issuance of Common Stock or
exercisable, exchangeable or convertible securities by the Corporation to which
any of the adjustment provisions described above shall apply. There also shall
be no adjustment of the Conversion Ratio in case of the issuance of any stock
(or securities convertible into or exchangeable for stock) of the Corporation
except as specifically described in this Article IV.

SECTION 4.9       CERTAIN ADDITIONAL RIGHTS.

         In case the Corporation shall, by dividend or otherwise, declare or
make a distribution on its Common Stock referred to in Section 4.3(c) or (d)
(including, without limitation, dividends or distributions referred to in the
last sentence of Section 4.3(c)), then the Debentureholders, upon the conversion
thereof subsequent to 5:00 p.m., New York, New York time on the date fixed for
the determination of shareholders entitled to receive such distribution and
prior to the effectiveness of the Conversion Ratio adjustment in respect of such
distribution, also shall be entitled to receive for each share of Common Stock
into which the Debentures are converted, the portion of the shares of Common
Stock, rights, warrants, evidences of indebtedness, shares of capital stock,
cash and assets so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Corporation (whose election
shall be evidenced by a Board Resolution) with respect to all Debentureholders
so converting, the Corporation may, in lieu of distributing to such
Debentureholder any portion of such distribution not consisting of cash or
securities of the Corporation, pay such Debentureholder an amount in cash equal
to the fair market value thereof (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution). If any conversion of Debentures described in the immediately
preceding sentence occurs prior to the payment date for


<PAGE>

a distribution to holders of Common Stock which the Debentureholders so
converted is entitled to receive in accordance with the immediately preceding
sentence, the Corporation may elect (such election to be evidenced by a Board
Resolution) to distribute to such Debentureholder a due bill for the shares of
Common Stock, rights, warrants, evidences of indebtedness, shares of capital
stock, cash or assets to which such Debentureholder is so entitled, provided,
that such due bill (i) meets any applicable requirements of the principal
national securities quotation system or other market on which the Common Stock
is then traded, and (ii) requires payment or delivery of such shares of Common
Stock, rights, warrants, evidences of indebtedness, shares of capital stock,
cash or assets no later than the date of payment or delivery thereof to holders
of shares of Common Stock receiving such distribution.

SECTION 4.10      TRUSTEE NOT RESPONSIBLE FOR DETERMINING CONVERSION RATIO OR
                  ADJUSTMENTS.

         Neither the Trustee nor any Conversion Agent shall at any time be under
any duty or responsibility to any Debentureholder to determine whether any facts
exist which may require any adjustment of the Conversion Ratio, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, or herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Trustee nor any Conversion Agent shall
be accountable with respect to the validity or value (or the kind of account) of
any shares of Common Stock or of any securities or property, which may at any
time be issued or delivered upon the conversion of any Debenture; and neither
the Trustee nor any Conversion Agent makes any representation with respect
thereto. Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Corporation to make any cash payment or to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property upon the surrender of any Debenture for the purpose of conversion, or,
except as expressly herein provided, to comply with any of the covenants of the
Corporation contained in Article VI or this Article IV.

                                   ARTICLE V.
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 5.1       EXTENSION OF INTEREST PAYMENT PERIOD.

         So long as no Event of Default has occurred and is continuing, the
Corporation shall have the right, at any time and from time to time during the
term of the Debentures, to defer payments of interest by extending the interest
payment period of such Debentures for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period may extend beyond the Maturity Date. To the
extent permitted by applicable law, interest, which has been deferred because of
the extension of the interest payment period pursuant to this Section 5.1, shall
bear interest thereon at the Coupon Rate, compounded quarterly during the
Extended Interest Payment Period (the "Compounded


<PAGE>

Interest"). At the end of the Extended Interest Payment Period, the Corporation
shall calculate (and deliver such calculation to the Trustee) and pay all
interest accrued and unpaid on the Debentures, including any Additional Interest
and Compounded Interest in respect of such period (together, "Deferred
Interest") that shall be payable to the holders of the Debentures in whose names
the Debentures are registered in the Debenture Register as of 5:00 p.m., New
York, New York time on the Regular Record Date immediately preceding the end of
the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, subject to the foregoing requirements, the Corporation
may further extend such period, provided that such period together with all such
further extensions thereof shall not exceed 20 consecutive quarters, extend
beyond the Maturity Date of the Debentures or end on a date other than an
Interest Payment Date. The foregoing notwithstanding, any Extended Interest
Payment Period shall automatically expire upon the occurrence of an Event of
Default. Upon the termination of any Extended Interest Payment Period and upon
the payment of all Deferred Interest then due, the Corporation may commence a
new Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof, but the Corporation may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period,
which prepayments shall be payable to the holders of the Debentures in whose
names the Debentures are registered in the Debenture Register as of 5:00 p.m.,
New York, New York time on the Regular Record Date immediately preceding the
date of prepayment.

SECTION 5.2       NOTICE OF EXTENSION.

         (a)      If the Property Trustee is the only registered holder of the
Debentures at the time the Corporation selects an Extended Interest Payment
Period, the Corporation shall give written notice to the Administrative
Trustees, the Property Trustee and the Trustee of its selection of such Extended
Interest Payment Period at least two Business Days before the earlier of (i) the
next succeeding date on which Distributions (as such term is defined in the
Trust Agreement) on the Trust Securities issued by the Trust are payable; or
(ii) the date the Trust is required to give notice of the record date or the
date such Distributions are payable to the Nasdaq National Market or other self
regulatory organization or to holders of the Preferred Securities issued by the
Trust, but in any event at least one Business Day before such record date.

         (b)      If the Property Trustee is not the only holder of the
Debentures at the time the Corporation selects an Extended Interest Payment
Period, the Corporation shall give the holders of the Debentures and the Trustee
written notice of its selection of such Extended Interest Payment Period at
least two Business Days before the earlier of (i) the next succeeding Interest
Payment Date; or (ii) the date the Corporation is required to give notice of the
record or payment date of such interest payment to holders of the Debentures,
but in any event at least one Business Day before such record date.

         (c)      The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 5.2 shall be counted as one of the 20
quarters permitted in the Minimum Extended Interest Payment Period permitted
under Section 5.1.

SECTION 5.3       LIMITATION ON TRANSACTIONS.


<PAGE>

         If (i) there shall have occurred any event that would constitute an
Event of Default; (ii) the Corporation shall be in default with respect to its
payment of any obligations under the Preferred Securities Guarantee relating to
the Trust; or (iii) the Corporation shall have given notice of its election to
defer payments of interest on such Debentures by extending the interest payment
period as provided in this Indenture and such period, or any extension thereof,
shall be continuing, then (a) the Corporation will not and will not permit any
Subsidiary to declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Corporation's capital stock (other than (1) the reclassification of any class of
the Corporation's capital stock into another class of its capital stock; (2)
dividends or distributions payable in any class of the Corporation's common
stock, (3) any declaration of a dividend in connection with the implementation
of a shareholder rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant
thereto); (b) the Corporation will not and will not permit any Subsidiary to
make any payment of interest, principal or premium, if any, or repay, repurchase
or redeem any debt securities issued by the Corporation (including Other
Debentures) which rank pari passu with or junior to the Debentures; or make any
guarantee payments with respect to any guarantee by the Corporation of the debt
securities of any Subsidiary of the Corporation if such guarantee ranks pari
passu with or is junior to the Debentures; provided, however, that
notwithstanding the foregoing the Corporation may make payments pursuant to its
obligations under the Preferred Securities Guarantee; and (c) the Corporation
shall not redeem, purchase or acquire less than all of the outstanding
Debentures or any of the Preferred Securities.

                                   ARTICLE VI.
                     PARTICULAR COVENANTS OF THE CORPORATION

SECTION 6.1       PAYMENT OF PRINCIPAL AND INTEREST.

         The Corporation shall duly and punctually pay or cause to be paid the
principal of and interest on the Debentures at the time and place and in the
manner provided herein. Each such payment of the principal of and interest on
the Debentures shall relate only to the Debentures, shall not be combined with
any other payment of the principal of or interest on any other obligation of the
Corporation, and shall be clearly and unmistakably identified as pertaining to
the Debentures.

SECTION 6.2       MAINTENANCE OF AGENCY.

         So long as any of the Debentures remain Outstanding, the Corporation
shall maintain an office or agency where (i) Debentures may be presented for
payment; (ii) Debentures may be presented as hereinabove authorized for
registration of transfer and exchange; and (iii) notice and demands to or upon
the Corporation in respect of the Debentures and this Indenture may be given or
served, such designation to continue with respect to such office or agency until
the Corporation shall, by written notice signed by its Chairman, President or a
Vice President and delivered to the Trustee, designate some other office or
agency for such purposes or any of them. If at any time the Corporation shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Corporation
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands. In


<PAGE>

addition to any such office or agency, the Corporation may from time to time
designate one or more offices or agencies where the Debentures may be presented
for registration or transfer and for exchange in the manner provided herein, and
the Corporation may from time to time rescind such designation as the
Corporation may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Corporation of its
obligation to maintain any such office or agency in the Place of Payment for
such purposes. The Corporation shall give the Trustee prompt written notice of
any such designation or rescission thereof.

SECTION 6.3       PAYING AGENTS.

         (a)      The Corporation shall be the initial paying agent. If the
Corporation shall appoint one or more paying agents for the Debentures, other
than the Trustee, the Corporation shall cause each such paying agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section 6.3:

                  (i)      that it shall hold all sums held by it as such agent
for the payment of the principal of or interest on the Debentures (whether such
sums have been paid to it by the Corporation or by any other obligor of such
Debentures) in trust for the benefit of the Persons entitled thereto;

                  (ii)     that it shall give the Trustee prompt written notice
of any failure by the Corporation (or by any other obligor of such Debentures)
to make any payment of the principal of or interest on the Debentures when the
same shall be due and payable;

                  (iii)    that it shall, at any time during the continuance of
any failure referred to in the preceding paragraph (a)(ii) above, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent; and

                  (iv)     that it shall perform all other duties of paying
agent as set forth in this Indenture.

         (b)      If the Corporation shall act as its own paying agent with
respect to the Debentures, it shall on or before each due date of the principal
of or interest on such Debentures, set aside, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay such
principal or interest so becoming due on Debentures until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and shall
promptly notify the Trustee of such action, or any failure (by it or any other
obligor on such Debentures) to take such action. Whenever the Corporation shall
have one or more paying agents for the Debentures, it shall, prior to each due
date of the principal of or interest on any Debentures, deposit with the paying
agent a sum sufficient to pay the principal or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, and (unless such paying agent is the Trustee) the
Corporation shall promptly notify the Trustee of this action or failure so to
act.

         (c)      Notwithstanding anything in this Section 6.3 to the contrary,
(i) the agreement to hold sums in trust as provided in this Section 6.3 is
subject to the provisions of Section 14.3 and 14.4; and (ii) the Corporation may
at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Corporation or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the


<PAGE>

Corporation or such paying agent; and, upon such payment by any paying agent to
the Trustee, such paying agent shall be released from all further liability with
respect to such money.

SECTION 6.4       APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

         The Corporation, whenever necessary to avoid or fill a vacancy in the
office of Trustee, shall appoint, in the manner provided in Section 10.11, a
Trustee that meets the requirements of Section 10.10, so that there shall at all
times be a Trustee hereunder.

SECTION 6.5       COMPLIANCE WITH CONSOLIDATION PROVISIONS.

         The Corporation shall not, while any of the Debentures remain
outstanding, consolidate with, or merge into, or merge into itself, or convert
into a different type of entity, or convey, transfer or lease all or
substantially all of its property and assets to any other entity and no entity
shall consolidate with or merge into the Corporation or convey, transfer or
lease substantially all of its properties and assets to the Corporation, unless
the provisions of Article XIII hereof are complied with.

SECTION 6.6       LIMITATION ON TRANSACTIONS.

         If Debentures are issued to the Trust or a trustee of the Trust in
connection with the issuance of Trust Securities by the Trust and (i) there
shall have occurred any event that would constitute an Event of Default; (ii)
the Corporation shall be in default with respect to its payment of any
obligations under the Preferred Securities Guarantee relating to the Trust; or
(iii) the Corporation shall have given notice of its election to defer payments
of interest on such Debentures by extending the interest payment period as
provided in this Indenture and such period, or any extension thereof, shall be
continuing, then (a) the Corporation will not and will not permit any Subsidiary
to declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
Corporation's capital stock (other than (1) the reclassification of any class of
the Corporation's capital stock into another class of capital stock, (2)
dividends or distributions payable in any class of the Corporation's common
stock, (3) any declaration of a dividend in connection with the implementation
of a shareholder rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant
thereto); (b) the Corporation will not and will not permit any Subsidiary to
make any payment of interest, principal or premium, if any, or repay, repurchase
or redeem any debt securities issued by the Corporation (including Other
Debentures) which rank pari passu with or junior to the Debentures; or make any
guarantee payments with respect to any guarantee by the Corporation of the debt
securities of any Subsidiary of the Corporation if such guarantee ranks pari
passu with or junior to the Debentures; provided, however, that, notwithstanding
the foregoing the Corporation may make payments pursuant to its obligations
under the Preferred Securities Guarantee; and (c) the Corporation shall not
redeem, purchase or acquire less than all of the outstanding Debentures or any
of the Preferred Securities.

SECTION 6.7       COVENANTS AS TO THE TRUST.

         For so long as such Trust Securities of the Trust remain outstanding,
the Corporation shall (i) maintain 100% direct or indirect ownership of the
Common Securities of the Trust; provided,


<PAGE>

however, that any permitted successor of the Corporation under this Indenture
may succeed to the Corporation's ownership of the Common Securities; (ii) not
voluntarily dissolve, wind up or liquidate the Trust, except upon prior
regulatory approval if then so required under applicable capital guidelines or
regulatory policies, and use its reasonable efforts to cause the Trust (a) to
remain a business trust, except in connection with a distribution of Debentures,
the redemption of all of the Trust Securities of the Trust or certain mergers,
consolidations or amalgamations, each as permitted by the Trust Agreement; and
(b) to otherwise continue not to be treated as an association taxable as a
corporation or partnership for United States federal income tax purposes; (iii)
use its reasonable efforts to cause each holder of Trust Securities to be
treated as owning an individual beneficial interest in the Debentures; and (iv)
the Corporation, and any successor to the Corporation, shall use best efforts to
maintain the eligibility of the Preferred Securities for quotation or listing on
any national securities exchange or other organization on which the Preferred
Securities are then quoted or listed (including, if applicable, the Nasdaq
National Market) and shall use best efforts to keep the Preferred Securities so
quoted or listed for so long as the Preferred Securities remain outstanding. In
connection with the distribution of the Debentures to the holders of the
Preferred Securities issued by the Trust upon a Dissolution Event, the
Corporation shall use its best efforts to list such Debentures on The Nasdaq
National Market or on such other exchange as the Preferred Securities are then
listed. For so long as the Debentures remain outstanding the Corporation shall
fulfill all reporting and filing obligations under the Securities Exchange Act
of 1934, as amended, as applicable to companies having a class of securities
registered under Section 12(b) or 12(g) thereunder.

SECTION 6.8       COVENANTS AS TO PURCHASES.

         Prior to _______, 2007, the Corporation shall not purchase any
Debentures, in whole or in part, from the Trust, except as otherwise permitted
under Article III hereof.

SECTION 6.9       WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Corporation shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performances of this Indenture, and the Corporation
(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 VII.
                     DEBENTUREHOLDERS' LISTS AND REPORTS BY
                         THE CORPORATION AND THE TRUSTEE

SECTION 7.1       CORPORATION TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                  DEBENTUREHOLDERS.


<PAGE>

         The Corporation shall furnish or cause to be furnished to the Trustee a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the holders of the Debentures as of each January 1 and June 30 of
each year and at such other times as the Trustee may request in writing within
30 days after receipt by the Corporation; provided that the Corporation shall
not be obligated to furnish or cause to furnish such list at any time that the
list shall not differ in any respect from the most recent list furnished to the
Trustee by the Corporation; provided, however, that, in either case, no such
list need be furnished if the Trustee shall be the Debenture Registrar, or if
the Trust is the sole Debentureholder.

SECTION 7.2       PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
                  DEBENTUREHOLDERS.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Debentures contained in the most recent list furnished to it as
provided in Section 7.1 and as to the names and addresses of holders of
Debentures received by the Trustee in its capacity as registrar for the
Debentures (if acting in such capacity).

         (b)      The Trustee may destroy any list furnished to it as provided
in Section 7.1 upon receipt of a new list so furnished.

         (c)      Debentureholders may communicate as provided in Section 312(b)
of the Trust Indenture Act with other Debentureholders with respect to their
rights under this Indenture or under the Debentures. The Trustee shall comply
with the provisions of said Section and shall be entitled to the protections
provided by Section 312(c) of the Trust Indenture Act.

SECTION 7.3       REPORTS BY THE CORPORATION.

         (a)      The Corporation covenants and agrees to file with the Trustee,
within 15 days after the Corporation is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Corporation may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Corporation is not required to
file information, documents or reports pursuant to either of such Sections, then
to file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act.

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

         (c)      The Corporation covenants and agrees to transmit to the
Debentureholders, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and


<PAGE>

reports required to be filed by the Corporation pursuant to subsections (a) and
(b) of this Section 7.3 as may be required by rules and regulations prescribed
from time to time by the Commission.

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

SECTION 7.4       REPORTS BY THE TRUSTEE.

         (a)      On or before July 31 in each year in which any of the
Debentures are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Debentureholders, as their names and addresses appear
upon the Debenture Register, a brief report dated as of the preceding June 30,
if and to the extent required under Section 313(a) of the Trust Indenture Act.

         (b)      The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

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

SECTION 7.5       STATEMENTS AS TO DEFAULT.

         (a)      The Corporation will deliver to the Trustee annually, within
120 days after the end of each of its fiscal years, a certificate, from its
principal executive officer, principal financial officer or principal accounting
officer, stating whether or not to the best knowledge of the signer thereof the
Corporation is in compliance (without regard to periods of grace or notice
requirements) with all conditions and covenants under this Indenture, and if the
Corporation shall not be in compliance, specifying such non-compliance and the
nature and status thereof of which such signer may have knowledge.

         (b)      The Corporation shall deliver to the Trustee, as soon as
possible and in any event within five days after the Corporation becomes aware
of the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or Default and
the action which the Corporation proposes to take with respect thereto.

                                  ARTICLE VIII.
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

SECTION 8.1       EVENTS OF DEFAULT.


<PAGE>

         (a)      Whenever used herein with respect to the Debentures, "Event of
Default" means any one or more of the following events that has occurred and is
continuing:

                  (i)      the Corporation defaults in the payment of any
installment of interest upon any of the Debentures, as and when the same shall
become due and payable, and continuance of such default for a period of 30 days;
provided, however, that a valid extension of an interest payment period by the
Corporation in accordance with the terms of Article V of this Indenture shall
not constitute a default in the payment of interest for this purpose;

                  (ii)     the Corporation defaults in the payment of the
principal on the Debentures as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration of acceleration of maturity
or otherwise;

                  (iii)    the Corporation fails to observe or perform any other
of its covenants or agreements with respect to the Debentures for a period of 90
days after the earlier of (A) the date on which written notice of such failure,
requiring the same to be remedied and stating that such notice is a "Notice of
Default" hereunder, shall have been given to the Corporation by the Trustee, by
registered or certified mail, or to the Corporation and the Trustee by the
holders of at least 25% in aggregate principal amount of the Debentures at the
time Outstanding or (B) the date by which the Corporation is required to provide
an Officer's Certificate as to such Default pursuant to Section 7.5(b);

                  (iv)     the Corporation pursuant to or within the meaning of
any Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of
an order for relief against it in an involuntary case; (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its
property; or (iv) makes a general assignment for the benefit of its creditors;

                  (v)      a court of competent jurisdiction enters an order
under any Bankruptcy Law that (i) is for relief against the Corporation in an
involuntary case; (ii) appoints a Custodian of the Corporation for all or
substantially all of its property; or (iii) orders the liquidation of the
Corporation, and the order or decree remains unstayed and in effect for 90 days;
or

                  (vi)     the Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (i) the distribution of Debentures to holders of Trust
Securities in liquidation of their interests in the Trust; (ii) the redemption
of all of the outstanding Trust Securities of the Trust; or (iii) certain
mergers, consolidations or amalgamations, each as permitted by the Trust
Agreement.

         (b)      In each and every such case referred to in paragraphs (i),
(ii), (iii), (iv), (v) and (vi) of Section 8.1(a), unless the principal of all
the Debentures shall have already become due and payable, either the Trustee or
the holders of not less than 25% in aggregate principal amount of the Debentures
then Outstanding hereunder, by notice in writing to the Corporation (and to the
Trustee if given by such Debentureholders) may declare the principal of all the
Debentures to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, notwithstanding
anything contained in this Indenture or in the Debentures.


<PAGE>

         (c)      At any time after the principal of the Debentures shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the holders of a majority in aggregate principal amount of the
Debentures then Outstanding hereunder, by written notice to the Corporation and
the Trustee, may rescind and annul such declaration and its consequences if: (i)
the Corporation has paid or deposited with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debentures and the principal
of any and all Debentures that shall have become due otherwise than by
acceleration (and, without duplication of any of the foregoing, interest upon
such principal, and upon overdue installments of interest, at the rate per annum
expressed in the Debentures to the date of such payment or deposit) and the
amount payable to the Trustee under Section 10.7; and (ii) any and all Events of
Default under this Indenture, other than the nonpayment of principal on
Debentures that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 8.6. No such rescission and annulment
shall extend to or shall affect any subsequent default or impair any right
consequent thereon.

         (d)      In case the Trustee shall have proceeded to enforce any right
with respect to Debentures under this Indenture and such proceedings shall have
been discontinued or abandoned because of rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Corporation and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and
powers of the Corporation and the Trustee shall continue as though no such
proceedings had been taken.

SECTION 8.2       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                  TRUSTEE.

         (a)      The Corporation covenants that (1) in case it shall default in
the payment of any installment of interest on any of the Debentures, and such
default shall have continued for a period of 90 Business Days; or (2) in case it
shall default in the payment of the principal of any of the Debentures when the
same shall have become due and payable, whether upon maturity of the Debentures
or upon redemption or upon declaration or otherwise, then, upon demand of the
Trustee, the Corporation shall pay to the Trustee, for the benefit of the
holders of the Debentures, the whole amount that then shall have been become due
and payable on all such Debentures for principal or interest, or both, as the
case may be, with interest upon the overdue principal and (if the Debentures are
held by the Trust or a trustee of the Trust, without duplication of any other
amounts paid by the Trust or trustee in respect thereof) upon overdue
installments of interest at the rate per annum expressed in the Debentures; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee and its
counsel under Section 10.7.

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


<PAGE>

         (c)      In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Corporation or the creditors or property of either,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of the Debentures allowed for the
entire amount due and payable by the Corporation under this Indenture at the
date of institution of such proceedings and for any additional amount that may
become due and payable by the Corporation after such date, and to collect and
receive any monies or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the
Trustee and its counsel under Section 10.7; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of the Debentures to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Debentureholders, to pay to the Trustee any amount due it under Section
10.7.

         (d)      All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Debentures, may
be enforced by the Trustee without the possession of any of such Debentures, or
the production thereof at any trial or other proceeding relating thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
10.7, be for the ratable benefit of the holders of the Debentures. In case of an
Event of Default hereunder, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either at law or in equity or in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law. Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debentures or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any Debentureholder in
any such proceeding.

SECTION 8.3       APPLICATION OF MONIES COLLECTED.

         Any monies or other assets collected by the Trustee pursuant to this
Article VIII with respect to the Debentures shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such monies or other assets on account of principal or interest,
upon presentation of the Debentures, and notation thereon of the payment, if
only partially paid, and upon surrender thereof if fully paid:

         FIRST:   To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 10.7;

         SECOND:  To the payment of all Senior Indebtedness of the Corporation
if and to the extent required by Article XVII;


<PAGE>

         THIRD:   To the payment of the amounts then due and unpaid upon the
Debentures for principal and interest, 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 on such Debentures for
principal and interest, respectively; and

         FOURTH:  Any remaining balance to the Corporation.

SECTION 8.4       LIMITATION ON SUITS.

         (a)      No holder of any Debenture shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Debentures specifying such Event of Default, as hereinbefore
provided; (ii) the holders of not less than 25% in aggregate principal amount of
the Debentures then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; and (v) during such 60
day period, the holders of the Debentures do not give the Trustee a direction
inconsistent with the request.

         (b)      Notwithstanding anything contained herein to the contrary or
any other provisions of this Indenture, the right of any holder of the
Debentures to receive payment of the principal of and interest on the
Debentures, as therein provided, on or after the respective due dates expressed
in such Debenture (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates (or redemption date), shall not be impaired or affected without
the consent of such holder and by accepting a Debenture hereunder it is
expressly understood, intended and covenanted by the taker and holder of every
Debenture with every other such taker and holder and the Trustee, that no one or
more holders of Debentures shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Debentures, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Debentures. For the protection and enforcement of the provisions of this Section
8.4, each and every Debentureholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

SECTION 8.5       RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

         (a)      All powers and remedies given by this Article VIII to the
Trustee or to the Debentureholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the holders of the Debentures, by


<PAGE>

judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise
established with respect to such Debentures.

         (b)      No delay or omission of the Trustee or of any holder of any of
the Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 8.4, every power and remedy
given by this Article VIII or by law to the Trustee or the Debentureholders may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Debentureholders.

SECTION 8.6       CONTROL BY DEBENTUREHOLDERS.

         The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding, determined in accordance with Section 11.4,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee; provided, however, that such direction shall not
be in conflict with any rule of law or with this Indenture. Subject to the
provisions of Section 10.1, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the proceeding so directed
would involve the Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding affected
thereby, determined in accordance with Section 11.4, may on behalf of the
holders of all of the Debentures waive any past default in the performance of
any of the covenants contained herein and its consequences, except (i) a default
in the payment of the principal of or interest on, any of the Debentures as and
when the same shall become due by the terms of such Debentures otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal, other than principal maturing
because of the acceleration, has been deposited with the Trustee (in accordance
with Section 8.1(c)); (ii) a default in the covenants contained in Section 5.3;
or (iii) in respect of a covenant or provision hereof which cannot be modified
or amended without the consent of the holder of each Outstanding Debenture
affected; provided, however, that if the Debentures are held by the Trust or a
trustee of the Trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Preferred
Securities of the Trust shall have consented to such waiver or modification to
such waiver; provided further, that if the consent of the holder of each
Outstanding Debenture is required, such waiver shall not be effective until each
holder of the Preferred Securities of the Trust shall have consented to such
waiver. Upon any such waiver, the default covered thereby shall be deemed to be
cured for all purposes of this Indenture and the Corporation, the Trustee and
the holders of the Debentures shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 8.7       UNDERTAKING TO PAY COSTS.

         All parties to this Indenture agree, and each holder of any Debentures
by such holder's acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in


<PAGE>

any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 8.7
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Debentureholder, or group of Debentureholders, holding more than 25% in
aggregate principal amount of any Outstanding Debentures, or to any suit
instituted by any Debentureholder for the enforcement of the payment of the
principal of or interest on the Debentures, on or after the respective due dates
expressed in such Debenture or established pursuant to this Indenture.

SECTION 8.8       DIRECT ACTION BY HOLDERS OF PREFERRED SECURITIES.

         Notwithstanding the provisions of Section 2.10 of this Indenture, any
registered holder of the Preferred Securities issued by the Trust shall have the
right, upon the occurrence of an Event of Default described in Section 8.1(a)(i)
or 8.1(a)(ii), to institute a suit directly against the Corporation for
enforcement of payment to such holder of principal of and interest on the
Debentures having a principal amount equal to the aggregate Liquidation Amount
(as defined in the Trust Agreement) of such Preferred Securities held by such
holder (a "Direct Action"). The Corporation may not amend this Indenture to
remove this right to institute a suit directly against the Corporation without
the prior written consent of the holders of all the Preferred Securities. In
connection with such Direct Action, the Corporation will have a right of set-off
under this Indenture to the extent of any payment actually made by the
Corporation to such holder of the Preferred Securities with respect to such
Direct Action.

                                   ARTICLE IX.
                      FORM OF DEBENTURE AND ORIGINAL ISSUE

SECTION 9.1       FORM OF DEBENTURE.

         The Debenture and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms contained as Exhibit A
attached hereto and incorporated herein by reference.

SECTION 9.2       ORIGINAL ISSUE OF DEBENTURES.

         Debentures in the aggregate principal amount of up to Fifteen Million
Four Hundred Sixty-Four Thousand Dollars ($15,464,000) may, upon execution of
this Indenture, be executed by the Corporation and delivered to the Trustee for
authentication. If the Underwriters exercise their Option and there is an Option
Closing Date (as such terms are defined in the Underwriting Agreement, dated
____________, by and among the Corporation, the Trust, and the Underwriters)
then, on such Option Closing Date, Debentures in the additional aggregate
principal amount of up to Two Million Three Hundred Twenty Thousand Dollars
($2,320,000) may be executed by the Corporation and delivered to the Trustee for
authentication. The Trustee shall thereupon authenticate and make available for
delivery said Debentures upon the written order of the Corporation, signed by
its Chairman, its President, or any Vice President and its


<PAGE>

Treasurer, an Assistant Treasurer, its Secretary or Assistant Secretary without
any further action by the Corporation.

                                   ARTICLE X.
                             CONCERNING THE TRUSTEE

SECTION 10.1      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform with respect to the Debentures such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
shall be read into this Indenture against the Trustee. In case an Event of
Default has occurred that has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

                  (i)      prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default that may have occurred:

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

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

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

                  (iii)    the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the
Debentures at the time outstanding (within the meaning of Section 316(a) of the
Trust Indenture Act) relating to the time, method and place of conducting


<PAGE>

any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee under this Indenture with respect to the
Debentures; and

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

SECTION 10.2      NOTICE OF DEFAULTS.

         The Trustee shall transmit by mail to all holders of the Debentures in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, notice of any Default hereunder, within 90 days after the occurrence
thereof; provided, however, that, except in the case of any default in the
payment of the principal or interest on any Debenture, 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 the directors and/or Responsible
Officers of the Trustee determines in good faith that the withholding of such
notice is in the interests of the holders of such Debentures.

SECTION 10.3      CERTAIN RIGHTS OF TRUSTEE.

         Except as otherwise provided in Section 10.1 or elsewhere in this
Indenture:

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

         (b)      Any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by a Board Resolution or an
instrument signed in the name of the Corporation by the Chairman, President or
any Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer thereof (unless other evidence in respect
thereof is specifically prescribed herein);

         (c)      The Trustee shall not be deemed to have knowledge of a Default
or an Event of Default, other than an Event of Default specified in Section
8.1(a)(i) or (ii), unless and until a responsible officer of the Trustee has
actual knowledge of such Default or Event of Default or it receives notification
of such Default or Event of Default from the Corporation or by holders of at
least 25% of the aggregate principal amount of the Debentures at the time
Outstanding or of at least 25% of the liquidation preference of Trust
Securities;

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


<PAGE>

         (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, order or
direction of any of the Debentureholders, pursuant to the provisions of this
Indenture, unless such Debentureholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (that has not been cured or waived) to exercise with respect to the
Debentures such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;

         (f)      The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;

         (g)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Debentures (determined as provided in Section 11.4); provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination shall be paid
by the Corporation or, if paid by the Trustee, shall be repaid by the
Corporation upon demand; and

         (h)      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.

SECTION 10.4      TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.

         (a)      The Recitals contained herein and in the Debentures, except
the certificates of authentication, shall be taken as the statements of the
Corporation, and the Trustee assumes no responsibility for the correctness of
the same.

         (b)      The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures.

         (c)      The Trustee shall not be accountable for the use or
application by the Corporation of any of the Debentures or of the proceeds of
such Debentures, or for the use or application of any monies paid over by the
Trustee in accordance with any provision of this Indenture, or for the use or
application of any monies received by any paying agent other than the Trustee.


<PAGE>

SECTION 10.5      MAY HOLD DEBENTURES.

         The Trustee or any paying agent or registrar for the Debentures, in its
individual or any other capacity, may become the owner or pledgee of Debentures
and, subject to Sections 10.9 and 10.14, may otherwise deal with the Corporation
with the same rights it would have if it were not Trustee, paying agent or
Debenture Registrar.

SECTION 10.6      MONIES HELD IN TRUST.

         Subject to the provisions of Section 14.5, all monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but 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 monies received by it hereunder except such as it
may agree in writing with the Corporation to pay thereon.

SECTION 10.7      COMPENSATION AND REIMBURSEMENT.

         (a)      The Corporation covenants and agrees to pay to the Trustee,
and the Trustee shall be entitled to, such reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), as the Corporation and the Trustee may from time
to time agree in writing, for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and, except as otherwise expressly
provided herein, the Corporation shall pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Corporation also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.

         (b)      The obligations of the Corporation under this Section 10.7 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Debentures upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Debentures.

SECTION 10.8      RELIANCE ON OFFICERS' CERTIFICATE.

         Except as otherwise provided in Section 10.1, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, then, solely for purposes of
determining whether the Trustee is in breach of its obligations, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of


<PAGE>

negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established for the purposes of such administration by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof.

SECTION 10.9      DISQUALIFICATION; CONFLICTING INTERESTS.

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Corporation shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act; provided, however, that for purposes of the first
proviso contained in Section 310 (b) of the Trust Indenture Act, the Trust
Agreement and Preferred Securities Guarantee shall be deemed to be specifically
described in this Indenture.

SECTION 10.10     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee with respect to the Debentures
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 10.10, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Corporation may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Corporation, serve as Trustee. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 10.10, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 10.11.

SECTION 10.11     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a)      The Trustee or any successor hereafter appointed, may at any
time resign by giving written notice thereof to the Corporation and by
transmitting notice of resignation by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register. Upon receiving such notice of resignation, the Corporation shall
promptly appoint a successor trustee with respect to Debentures by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition at the expense of the
Corporation any court of competent jurisdiction for the appointment of a
successor trustee with respect to Debentures, or any Debentureholder who has
been a bona fide holder of a Debenture or Debentures for at least six months
may, subject to the provisions of Section 10.9, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper, appoint a successor trustee.


<PAGE>

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

                  (i)      the Trustee shall fail to comply with the provisions
of Section 10.9 after written request therefor by the Corporation or by any
Debentureholder who has been a bona fide holder of a Debenture or Debentures for
at least six months; or

                  (ii)     the Trustee shall cease to be eligible in accordance
with the provisions of Section 10.10 and shall fail to resign after written
request therefor by the Corporation or by any such Debentureholder; or

                  (iii)    the Trustee shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed
or consented to, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, the Corporation may remove
the Trustee with respect to all Debentures and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Section
10.9, unless the Trustee's duty to resign is stayed as provided herein, any
Debentureholder who has been a bona fide holder of a Debenture or Debentures for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

         (c)      The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding may at any time remove the Trustee by so
notifying the Trustee and the Corporation and may appoint a successor Trustee
with the consent of the Corporation. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after such notification,
the Trustee may petition at the expense of the Corporation any court of
competent jurisdiction for the appointment of a successor trustee with respect
to Debentures, or any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six months may, subject to the provisions
of Section 10.9, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may appoint a successor trustee.

         (d)      No resignation or removal of the Trustee and no appointment of
a successor trustee with respect to the Debentures pursuant to any of the
provisions of this Section 10.11 shall become effective until acceptance of
appointment by the successor trustee as provided in Section 10.12.

         (e)      Any successor trustee appointed pursuant to this Section 10.11
may be appointed with respect to the Debentures, and at any time there shall be
only one Trustee with respect to the Debentures.

SECTION 10.12     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


<PAGE>

         (a)      In case of the appointment hereunder of a successor trustee
with respect to the Debentures, every successor trustee so appointed shall
execute, acknowledge and deliver to the Corporation 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; but, on the
request of the Corporation 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, 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.

         (b)      Upon request of any successor trustee, the Corporation 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 referred
to in paragraph (a) of this Section 10.12.

         (c)      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 X.

         (d)      Upon acceptance of appointment by a successor trustee as
provided in this Section 10.12, the Corporation shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid, to
the Debentureholders, as their names and addresses appear upon the Debenture
Register. If the Corporation fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Corporation.

SECTION 10.13     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 that
such corporation shall be qualified under the provisions of Section 10.9 and
eligible under the provisions of Section 10.10, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Debentures 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 Debentures so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Debentures.

SECTION 10.14     PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE CORPORATION.

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


<PAGE>

                                   ARTICLE XI.
                         CONCERNING THE DEBENTUREHOLDERS

SECTION 11.1      EVIDENCE OF ACTION BY HOLDERS.

         (a)      Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the
Debentures may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such majority
or specified percentage have joined therein may be evidenced by any instrument
or any number of instruments of similar tenor executed by such holders of
Debentures in Person or by agent or proxy appointed in writing.

         (b)      If the Corporation shall solicit from the Debentureholders any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Corporation may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for the determination of
Debentureholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Corporation shall
have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action may be
given before or after the record date, but only the Debentureholders of record
at 5:00 p.m., New York, New York time on the record date shall be computed to be
Debentureholders for the purposes of determining whether Debentureholders of the
requisite proportion of Outstanding Debentures have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other action, and for that purpose the Outstanding Debentures shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Debentureholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

SECTION 11.2      PROOF OF EXECUTION BY DEBENTUREHOLDERS.

         Subject to the provisions of Section 10.1, proof of the execution of
any instrument by a Debentureholder (such proof shall not require notarization)
or his agent or proxy and proof of the holding by any Person of any of the
Debentures shall be sufficient if made in the following manner:

         (a)      The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

         (b)      The ownership of Debentures shall be proved by the Debenture
                  Register of such Debentures or by a certificate of the
Debenture Registrar thereof.

         (c)      The Trustee may require such additional proof of any matter
referred to in this Section 11.2 as it shall deem necessary.

SECTION 11.3      WHO MAY BE DEEMED OWNERS.


<PAGE>

         Prior to the due presentment for registration of transfer of any
Debenture, the Corporation, the Trustee, any paying agent, any Authenticating
Agent and any Debenture Registrar may deem and treat the Person in whose name
such Debenture shall be registered upon the books of the Corporation as the
absolute owner of such Debenture (whether or not such Debenture shall be overdue
and notwithstanding any notice of ownership or writing thereon made by anyone
other than the Debenture Registrar) for the purpose of receiving payment of or
on account of the principal of and interest on such Debenture (subject to
Section 2.3) and for all other purposes; and neither the Corporation nor the
Trustee nor any paying agent nor any Authenticating Agent nor any Debenture
Registrar shall be affected by any notice to the contrary.

SECTION 11.4      CERTAIN DEBENTURES OWNED BY CORPORATION DISREGARDED.

         In determining whether the holders of the requisite aggregate principal
amount of Debentures have concurred in any direction, consent or waiver under
this Indenture, the Debentures that are owned by the Corporation or any other
obligor on the Debentures or by any Person directly or indirectly controlling or
controlled by, or under common control with, the Corporation or any other
obligor on the Debentures shall be disregarded and deemed not to be Outstanding
for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debentures that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. The Debentures so
owned that have been pledged in good faith may be regarded as Outstanding for
the purposes of this Section 11.4, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Debentures and that the pledgee is not a Person directly or indirectly,
controlling or controlled by, or under direct or indirect common control with,
the Corporation or any such other obligor. In case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.

SECTION 11.5      ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 11.1, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Debentures specified
in this Indenture in connection with such action, any holder of a Debenture that
is shown by the evidence to be included in the Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 11.2, revoke such action so far
as concerns such Debenture. Except as aforesaid any such action taken by the
holder of any Debenture shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action shall be conclusively binding upon the
Corporation, the Trustee and the holders of all the Debentures.

                                  ARTICLE XII.
                             SUPPLEMENTAL INDENTURES


<PAGE>

SECTION 12.1      SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
                  DEBENTUREHOLDERS.

         In addition to any supplemental indenture otherwise authorized by this
Indenture, the Corporation and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Debentureholders, for one or more of the following purposes:

         (a)      to cure any ambiguity, defect, or inconsistency herein or in
the Debentures;

         (b)      to comply with Article XIII;

         (c)      to provide for uncertificated Debentures in addition to or in
place of certificated Debentures;

         (d)      to add to the covenants of the Corporation for the benefit of
the holders of all or any of the Debentures or to surrender any right or power
herein conferred upon the Corporation;

         (e)      to evidence the succession of another corporation to the
Corporation, and the assumption by any such successor of the covenants of the
Corporation herein and in the Debentures contained;

         (f)      to convey, transfer, assign, mortgage or pledge to or with the
Trustee any property or assets which the Corporation may desire to convey,
transfer, assign, mortgage or pledge;

         (g)      to add to, delete from, or revise the conditions, limitations,
and restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Debentures, as herein set forth, unless such
addition, deletion, or revision shall adversely affect the rights of any
Debentureholder in any material respect;

         (h)      to make any change that does not adversely affect the rights
of any Debentureholder in any material respect; or

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

         The Trustee is hereby authorized to join with the Corporation in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise. Any supplemental indenture authorized by the provisions
of this Section 12.1 may be executed by the Corporation and the Trustee without
the consent of the holders of any of the Debentures at the time Outstanding,
notwithstanding any of the provisions of Section 12.2.


<PAGE>

SECTION 12.2      SUPPLEMENTAL INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.

         With the consent (evidenced as provided in Section 11.1) of the holders
of not less than a majority in aggregate principal amount of the Debentures at
the time Outstanding, the Corporation, when authorized by Board Resolutions, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 12.1 the rights of the holders of the Debentures under this
Indenture; provided, however, that no such supplemental indenture shall without
the consent of the holders of each Debenture then Outstanding and affected
thereby, (i) extend the fixed maturity of any Debentures, reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon (other than the Corporation's right to defer interest pursuant to this
Indenture), without the consent of the holder of each Debenture so affected; or
(ii) reduce the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture; provided further, that
if the Debentures are held by the Trust or a trustee of the Trust, such
supplemental indenture shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the Trust shall have consented in
writing to such supplemental indenture; provided further, that if the consent of
the holder of each Outstanding Debenture is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities of
the Trust shall have consented in writing to such supplemental indenture. It
shall not be necessary for the consent of the Debentureholders affected thereby
under this Section 12.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

SECTION 12.3      EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 12.4      DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.

         Debentures affected by a supplemental indenture that are authenticated
and delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article XII may bear a notation in form approved by the
Corporation, as to any matter provided for in such supplemental indenture. If
the Corporation shall so determine, new Debentures so modified as to conform, in
the opinion of the Board of Directors of the Corporation, to any modification of
this


<PAGE>

Indenture contained in any such supplemental indenture may be prepared by the
Corporation, authenticated by the Trustee and delivered in exchange for the
Debentures then Outstanding.

SECTION 12.5      EXECUTION OF SUPPLEMENTAL INDENTURES.

         (a)      Upon the request of the Corporation, accompanied by Board
Resolutions authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Debentureholders
required to consent thereto as aforesaid, the Trustee shall join with the
Corporation in the execution of such supplemental indenture unless such
supplemental indenture adversely affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 10.1, may receive
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article XII is authorized or permitted by, and
conforms to, the terms of this Article XII and that it is proper for the Trustee
under the provisions of this Article XII to join in the execution thereof.

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

                                  ARTICLE XIII.
                              SUCCESSOR CORPORATION

SECTION 13.1      CORPORATION MAY CONSOLIDATE, ETC.

         Nothing contained in this Indenture or in any of the Debentures shall
prevent any consolidation, conversion or merger of the Corporation with or into
any other corporation or corporations (whether or not affiliated with the
Corporation, as the case may be), or successive consolidations, conversions or
mergers in which the Corporation, as the case may be, or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Corporation, as the case
may be, or its successor or successors as an entirety, or substantially as an
entirety, to any other corporation (whether or not affiliated with the
Corporation, as the case may be, or its successor or successors) authorized to
acquire and operate the same; provided, however, the Corporation hereby
covenants and agrees that, (i) upon any such consolidation, conversion, merger,
sale, conveyance, transfer or other disposition, the due and punctual payment,
in the case of the Corporation, of the principal of and interest on all of the
Debentures, according to their tenor and the due and punctual performance and
observance of all the covenants and conditions of this Indenture and the
Debentures to be kept or performed by the Corporation as the case may be, shall
be expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Corporation, as the case may be, shall
have been merged or converted, or by the entity which shall have acquired such
property; (ii) in case the Corporation consolidates with, merges into or
converts to another Person or conveys or


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transfers its properties and assets substantially then as an entirety to any
Person, the successor Person is organized under the laws of the United States or
any state or the District of Columbia; and (iii) immediately after giving effect
thereto, no Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and be
continuing.

SECTION 13.2      SUCCESSOR CORPORATION SUBSTITUTED.

         (a)      In case of any such consolidation, conversion, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of, in the case of the
Corporation, the due and punctual payment of the principal of and interest on
all of the Debentures Outstanding and the due and punctual performance of all of
the covenants and conditions of this Indenture and the Debentures to be
performed by the Corporation, as the case may be, such successor corporation
shall succeed to and be substituted for the Corporation, with the same effect as
if it had been named as the Corporation herein, and thereupon the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Debentures.

         (b)      In case of any such consolidation, conversion, merger, sale,
conveyance, transfer or other disposition such changes in phraseology and form
(but not in substance) may be made in the Debentures thereafter to be issued as
may be appropriate.

         (c)      Nothing contained in this Indenture or in any of the
Debentures shall prevent the Corporation from merging into itself or acquiring
by purchase or otherwise all or any part of the property of any other Person
(whether or not affiliated with the Corporation).

SECTION 13.3      EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

         The Trustee, subject to the provisions of Section 10.1, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation,
conversion, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article XIII.

                                  ARTICLE XIV.
                           SATISFACTION AND DISCHARGE

SECTION 14.1      SATISFACTION AND DISCHARGE OF INDENTURE.

         If at any time: (a) the Corporation shall have delivered to the Trustee
for cancellation all Debentures theretofore authenticated (other than any
Debentures that shall have been destroyed, lost or stolen and that shall have
been replaced or paid as provided in Section 2.8 and Debentures for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Corporation (and thereupon repaid
to the Corporation or retained by Corporation and discharged from such trust, as
provided in Section 14.5)); or (b) all such Debentures not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called


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for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Corporation shall deposit or
cause to be deposited with the Trustee as trust funds the entire amount in
monies or Governmental Obligations, or a combination thereof, sufficient, in the
opinion of a firm of independent public accountants, knowledgeable in such
matters, expressed in written certification thereof delivered to the Trustee, to
pay at maturity or upon redemption all Debentures not theretofore delivered to
the Trustee for cancellation, including principal and interest due or to become
due to such date of maturity or date fixed for redemption, as the case may be,
and if the Corporation shall also pay or cause to be paid all other sums payable
hereunder by the Corporation; then this Indenture shall thereupon cease to be of
further effect except for the provisions of Sections 2.2, 2.3, 2.4, 2.6, 2.8,
6.1, 6.2, 6.3 and 10.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 10.7 and 14.5, that shall
survive to such date and thereafter, and the Trustee, on demand of the
Corporation and at the cost and expense of the Corporation, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.

SECTION 14.2      DISCHARGE OF OBLIGATIONS.

         If at any time all Debentures not heretofore delivered to the Trustee
for cancellation or that have not become due and payable as described in Section
14.1 shall have been paid by the Corporation by depositing irrevocably with the
Trustee as trust funds monies or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all Debentures not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Corporation shall also pay or cause to be paid all other
sums payable hereunder by the Corporation, then after the date such monies or
Governmental Obligations, as the case may be, are deposited with the Trustee,
the obligations of the Corporation under this Indenture shall cease to be of
further effect except for the provisions of Sections 2.2, 2.3, 2.4, 2.6, 2.8,
6.1, 6.2, 6.3, 10.7, 10.10 and 14.5 hereof that shall survive until such
Debentures shall mature and be paid. Thereafter, Sections 10.7 and 14.5 shall
survive.

SECTION 14.3      DEPOSITED MONIES TO BE HELD IN TRUST.

         All monies or Governmental Obligations deposited with the Trustee
pursuant to Sections 14.1 or 14.2 shall be held in trust and shall be available
for payment as due, either directly or through any paying agent (including the
Corporation acting as its own paying agent), to the holders of the Debentures
for the payment or redemption of which such Monies or Governmental Obligations
have been deposited with the Trustee.

         The Corporation shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 14.1 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the holders of Outstanding Debentures.

SECTION 14.4      PAYMENT OF MONIES HELD BY PAYING AGENTS.

         In connection with the satisfaction and discharge of this Indenture,
all monies or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Corporation, be paid to
the Trustee and thereupon such paying agent shall


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be released from all further liability with respect to such monies or
Governmental Obligations.

SECTION 14.5      REPAYMENT TO CORPORATION.

         Any monies or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Corporation in trust, for payment of
principal of or interest on the Debentures that are not applied but remain
unclaimed by the holders of such Debentures for at least two years after the
date upon which the principal of or interest on such Debentures shall have
respectively become due and payable, shall be repaid to the Corporation or
retained by Corporation, as the case may be, on December 31 of each year and
shall be discharged from such trust; and thereupon the paying agent and the
Trustee shall be released from all further liability with respect to such monies
or Governmental Obligations and the holder of any of the Debentures entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Corporation for the payment thereof.

                                   ARTICLE XV.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 15.1      NO RECOURSE.

         (a)      No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of the Debentures, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Corporation or of any predecessor or successor corporation, either directly or
through the Corporation or any such predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Corporation or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debentures or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

         (b)      No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of the Debentures, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Trustee or of any predecessor or successor corporation, either directly or
through the Trustee or


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any such predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that the Indenture
obligations of the Trustee are solely corporate obligations of the Trustee, and
that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Trustee or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Debentures or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Debentures or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture by the Trustee.

                                  ARTICLE XVI.
                            MISCELLANEOUS PROVISIONS

SECTION 16.1      EFFECT ON SUCCESSORS AND ASSIGNS.

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

SECTION 16.2      ACTIONS BY SUCCESSOR.

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

SECTION 16.3      SURRENDER OF CORPORATION POWERS.

         The Corporation by instrument in writing executed by appropriate
authority of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Corporation, and thereupon such power so
surrendered shall terminate both as to the Corporation, as the case may be, and
as to any successor corporation.

SECTION 16.4      NOTICES.

         Except as otherwise expressly provided herein any notice or demand that
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Debentures to or on the Corporation
may be given or served by being deposited first class postage prepaid in a
post-office letter box addressed (until another address is filed in writing by
the Corporation with the Trustee), as follows: Southern Community Financial
Corporation, 4701 Country Club Road, Winston-Salem, NC 27104, Attention: Chief
Executive Officer, F. Scott Bauer. Any notice, election, request or demand by
the Corporation or any Debentureholder to or


<PAGE>

upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

SECTION 16.5      GOVERNING LAW.

         This Indenture and each Debenture shall be deemed to be a contract made
under the laws of the State of North Carolina and for all purposes shall be
construed in accordance with the laws of said State without regard to conflicts
of law principles.

SECTION 16.6      TREATMENT OF DEBENTURES AS DEBT.

         It is intended that the Debentures shall be treated as indebtedness and
not as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

SECTION 16.7      COMPLIANCE CERTIFICATES AND OPINIONS.

         (a)      Upon any application, request or demand by the Corporation to
the Trustee to take any action under any of the provisions of this Indenture,
including but not limited to actions which relate to the authentication and
delivery of the Debentures and to the satisfaction and discharge of the
Indenture, the Corporation shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

         (b)      Each certificate or opinion of the Corporation provided for in
this Indenture with respect to compliance with a condition or covenant in this
Indenture (other than the certificates provided for in Section 7.3(d)) shall
include (1) a statement that the Person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such Person, he has made such examination or investigation as, in the
opinion of such Person, is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with; provided, however, that each such
certificate shall comply with the provisions of Section 314 of the Trust
Indenture Act.

SECTION 16.8      PAYMENTS ON BUSINESS DAYS.

         In any case where the date of maturity of interest or principal of any
Debenture or the date of redemption of any Debenture shall not be a Business
Day, then payment of interest or principal may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of
maturity or redemption, and no interest shall accrue for the period after such
nominal date.


<PAGE>

SECTION 16.9      TRUST INDENTURE ACT: CONFLICTS WITH TRUST INDENTURE ACT

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties that are agreed, under Section 16.9(a),
to be imposed by Sections 310 through 317 inclusive, of the Trust Indenture Act,
such imposed duties shall control.

SECTION 16.10     COUNTERPARTS.

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

SECTION 16.11     SEVERABILITY.

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

SECTION 16.12     ASSIGNMENT.

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

SECTION 16.13     ACKNOWLEDGMENT OF RIGHTS.

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


<PAGE>

                                  ARTICLE XVII.
                           SUBORDINATION OF DEBENTURES

SECTION 17.1      AGREEMENT TO SUBORDINATE.

         The Corporation covenants and agrees, and each holder of Debentures
issued hereunder by such holder's acceptance thereof likewise covenants and
agrees, that all Debentures shall be issued subject to the provisions of this
Article XVII; and each holder of a Debenture, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The payment by the Corporation of the principal of and interest on
all Debentures issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment to the
prior payment in full of all Senior Debt and Subordinated Debt (collectively,
"Senior Indebtedness") to the extent provided herein, whether outstanding at the
date of this Indenture or thereafter incurred. No provision of this Article XVII
shall prevent the occurrence of any default or Event of Default hereunder.

SECTION 17.2      DEFAULT ON SENIOR DEBT OR SUBORDINATED DEBT.

         In the event and during the continuation of any default by the
Corporation in the payment of principal, premium, interest or any other payment
due on any Senior Indebtedness of the Corporation, or in the event that the
maturity of any Senior Indebtedness of the Corporation has been accelerated
because of a default, then, in either case, no payment shall be made by the
Corporation with respect to the principal (including redemption payments) of or
interest on the Debentures. In the event that, notwithstanding the foregoing,
any payment shall be received by the Trustee when such payment is prohibited by
the preceding sentence of this Section 17.2, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Corporation or the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.

SECTION 17.3      LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         (a)      Upon any payment by the Corporation or distribution of assets
of the Corporation of any kind or character, whether in cash, property or
securities, to creditors upon any liquidation, dissolution or winding-up,
reorganization, assignment for the benefit of creditors, marshaling of assets or
any bankruptcy, insolvency, debt restructuring or similar proceedings in
connection with any insolvency or bankruptcy proceeding of the Corporation, all
amounts due upon all Senior Indebtedness of the Corporation shall first be paid
in full, or payment thereof provided for in money in accordance with its terms,
before any payment is made by the Corporation on account of the principal or
interest on the Debentures; and upon any such liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors, marshaling
of assets, any payment by the Corporation, or distribution of assets of the
Corporation of any kind or character, whether in cash, property or securities,
to which the


<PAGE>

holders of the Debentures or the Trustee would be entitled to receive from the
Corporation, except for the provisions of this Article XVII, shall be paid by
the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the holders of
the Debentures or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness of the Corporation (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders, as calculated by the Corporation) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders of
Debentures or to the Trustee.

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

         (c)      For purposes of this Article XVII, the words "cash, property
or securities" shall not be deemed to include shares of stock of the Corporation
as reorganized or readjusted, or securities of the Corporation 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
XVII with respect to the Debentures to the payment of all Senior Indebtedness of
the Corporation, as the case may be, that may at the time be outstanding,
provided that (i) such Senior Indebtedness is assumed by the new corporation, if
any, resulting from any such reorganization or readjustment; and (ii) the rights
of the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Corporation with, or the merger of the Corporation into, another corporation
or the liquidation or dissolution of the Corporation 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 XIII
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 17.3 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article XIII. Nothing in Section 17.2 or in this Section 17.3 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
10.7.

SECTION 17.4      SUBROGATION.


<PAGE>

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

         (b)      Nothing contained in this Article XVII or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Corporation, its creditors (other than the holders of Senior Indebtedness of the
Corporation), and the holders of the Debentures, the obligation of the
Corporation, which is absolute and unconditional, to pay to the holders of the
Debentures the principal of and interest on the Debentures 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 Debentures and
creditors of the Corporation, as the case may be, other than the holders of
Senior Indebtedness of the Corporation, nor shall anything herein or therein
prevent the Trustee or the holder of any Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XVII of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Corporation, as
the case may be, received upon the exercise of any such remedy.

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

SECTION 17.5      TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each holder of Debentures by such holder's 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 XVII and appoints the Trustee such holder's attorney-in-fact for
any and all such purposes.

SECTION 17.6      NOTICE BY THE CORPORATION.


<PAGE>

         (a)      The Corporation shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Corporation that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of this Article XVII.
Notwithstanding the provisions of this Article XVII or any other provisions 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 Debentures pursuant to the provisions of this
Article XVII, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Corporation or a holder or holders of
Senior Indebtedness or from any trustee therefor, and before the receipt of any
such written notice, the Trustee, subject to the provisions of Section 10.1,
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 17.6 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 interest on any Debenture), 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.

         (b)      The Trustee, subject to the provisions of Section 10.1, shall
be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the
Corporation (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of such Senior Indebtedness or a trustee on
behalf of any such holder or holders. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XVII, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of such Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XVII, and, if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 17.7      RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

         (a)      The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XVII in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. The Trustee's right to compensation and
reimbursement of expenses as set forth in Section 10.7 shall not be subject to
the subordination provisions of this Article XVII.

         (b)      With respect to the holders of Senior Indebtedness of the
Corporation, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XVII,
and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to have any fiduciary duty to the holders of such
Senior Indebtedness and,


<PAGE>

subject to the provisions of Section 10.1, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall in good faith mistakenly pay
over or deliver to holders of Debentures, the Corporation or any other Person
money or assets to which any holder of such Senior Indebtedness shall be
entitled by virtue of this Article XVII or otherwise.

SECTION 17.8      SUBORDINATION MAY NOT BE IMPAIRED.

         (a)      No right of any present or future holder of any Senior
Indebtedness of the Corporation 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 Corporation or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Corporation 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.

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

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed all as of the day and year first above written.

                                    SOUTHERN COMMUNITY FINANCIAL CORPORATION



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

                                    WILMINGTON TRUST COMPANY, AS TRUSTEE



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