JUNIOR SUBORDINATED INDENTURE


                                     BETWEEN


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.

                                       AND


                            WILMINGTON TRUST COMPANY
                                  (AS TRUSTEE)




                          DATED AS OF DECEMBER 19, 2001




<PAGE>
                              PEBK CAPITAL TRUST I
         Certain Sections of this Junior Subordinated Indenture relating
                       to Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture                                             Junior Subordinated
Act Section                                                   Indenture Section
-----------                                                   -----------------

Section 310    (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
               (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
               (a)(3) . . . . . . . . . . . . . . . . . . . .   Not  Applicable
               (a)(4) . . . . . . . . . . . . . . . . . . . .   Not  Applicable
               (a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
               (b). . . . . . . . . . . . . . . . . . . . . . . . . .6.8,  6.10
Section 311    (a). . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.13
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.13
               (b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
Section 312    (a). . . . . . . . . . . . . . . . . . . . . . . . . 7.1, 7.2(a)
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . . .7.2(b)
               (c). . . . . . . . . . . . . . . . . . . . . . . . . . . .7.2(c)
Section 313    (a). . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
               (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(b)
               (c). . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
               (d). . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(c)
Section 314    (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
               (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
               (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
               (c)(3) . . . . . . . . . . . . . . . . . . . .   Not  Applicable
               (e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Section 315    (a). . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(a)
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . 6.2,  7.3
               (c). . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(b)
               (d). . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(c)
               (e). . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.14
Section 316    (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.12
               (a)(1)(A). . . . . . . . . . . . . . . . . . . . . . . . . .5.12
               (a)(1)(B). . . . . . . . . . . . . . . . . . . . . . . . . .5.13
               (a)(2) . . . . . . . . . . . . . . . . . . . .   Not  Applicable
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
               (c). . . . . . . . . . . . . . . . . . . . . . . . . . . .1.4(f)


                                       -i-
<PAGE>
Section 317    (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
               (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
               (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . .10.3
Section 318    (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7

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


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                -----------------

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

SECTION 1.1.     Definitions . . . . . . . . . . . . . . . . . . . . . . . .   1
SECTION 1.2.     Compliance Certificate and Opinions . . . . . . . . . . . .  12
SECTION 1.3.     Forms of Documents Delivered to Trustee . . . . . . . . . .  12
SECTION 1.4.     Acts of Holders . . . . . . . . . . . . . . . . . . . . . .  13
SECTION 1.5.     Notices, Etc. to Trustee and Company. . . . . . . . . . . .  15
SECTION 1.6.     Notice to Holders; Waiver . . . . . . . . . . . . . . . . .  16
SECTION 1.7.     Conflict with Trust Indenture Act . . . . . . . . . . . . .  16
SECTION 1.8.     Effect of Headings and Table of Contents. . . . . . . . . .  16
SECTION 1.9.     Successors and Assigns. . . . . . . . . . . . . . . . . . .  16
SECTION 1.10.    Separability Clause . . . . . . . . . . . . . . . . . . . .  16
SECTION 1.11.    Benefits of Indenture . . . . . . . . . . . . . . . . . . .  17
SECTION 1.12.    Governing Law . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 1.13.    Non-Business Days . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE II       SECURITY FORMS. . . . . . . . . . . . . . . . . . . . . . .  17

SECTION 2.1.     Forms Generally . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 2.2.     Form of Face of Security. . . . . . . . . . . . . . . . . .  18
SECTION 2.3.     Additional Provisions Required in Global Security . . . . .  18
SECTION 2.4.     Form of Trustee's Certificate of Authentication . . . . . .  19

ARTICLE III      THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . .  19

SECTION 3.1.     Title and Terms . . . . . . . . . . . . . . . . . . . . . .  19
SECTION 3.2.     Denominations . . . . . . . . . . . . . . . . . . . . . . .  22
SECTION 3.3.     Execution, Authentication, Delivery and Dating. . . . . . .  22
SECTION 3.4.     Temporary Securities. . . . . . . . . . . . . . . . . . . .  24
SECTION 3.5.     Global Securities . . . . . . . . . . . . . . . . . . . . .  24
SECTION 3.6.     Registration, Transfer and Exchange Generally; Certain
                 Transfers and Exchanges . . . . . . . . . . . . . . . . . .  26
SECTION 3.7.     Mutilated, Lost and Stolen Securities . . . . . . . . . . .  28
SECTION 3.8.     Payment of Interest and Additional Interest; Interest
                 Rights Preserved. . . . . . . . . . . . . . . . . . . . . .  29
SECTION 3.9.     Persons Deemed Owners . . . . . . . . . . . . . . . . . . .  30
SECTION 3.10.    Cancellation. . . . . . . . . . . . . . . . . . . . . . . .  31
SECTION 3.11.    Computation of Interest . . . . . . . . . . . . . . . . . .  31
SECTION 3.12.    Deferrals of Interest Payment Dates . . . . . . . . . . . .  31
SECTION 3.13.    Right of Set-Off. . . . . . . . . . . . . . . . . . . . . .  33


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<PAGE>
SECTION 3.14.    Agreed Tax Treatment. . . . . . . . . . . . . . . . . . . .  33
SECTION 3.15.    Shortening or Extension of Stated Maturity. . . . . . . . .  33
SECTION 3.16.    CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . .  33

ARTICLE IV       SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . . .  34

SECTION 4.1.     Satisfaction and Discharge of Indenture . . . . . . . . . .  34
SECTION 4.2      Application of Trust Money. . . . . . . . . . . . . . . . .  35

ARTICLE V        REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . .  35

SECTION 5.1.     Events of Default . . . . . . . . . . . . . . . . . . . . .  35
SECTION 5.2.     Acceleration of Maturity; Rescission and Annulment. . . . .  37
SECTION 5.3.     Collection of Indebtedness and Suits for Enforcement
                 by Trustee. . . . . . . . . . . . . . . . . . . . . . . . .  38
SECTION 5.4.     Trustee May File Proofs of Claim. . . . . . . . . . . . . .  39
SECTION 5.5.     Trustee May Enforce Claim Without Possession of Securities.  40
SECTION 5.6      Application of Money Collected. . . . . . . . . . . . . . .  40
SECTION 5.7      Limitation on Suits . . . . . . . . . . . . . . . . . . . .  40
SECTION 5.8.     Unconditional Right of Holders to Receive Principal,
                 Premium and Interest; Direct Action by
                 Holders of Capital Securities . . . . . . . . . . . . . . .  41
SECTION 5.9.     Restoration of Rights and Remedies. . . . . . . . . . . . .  42
SECTION 5.10.    Rights and Remedies Cumulative. . . . . . . . . . . . . . .  42
SECTION 5.11.    Delay or Omission Not Waiver. . . . . . . . . . . . . . . .  42
SECTION 5.12.    Control by Holders. . . . . . . . . . . . . . . . . . . . .  43
SECTION 5.13.    Waiver of Past Defaults . . . . . . . . . . . . . . . . . .  43
SECTION 5.14.    Undertaking for Costs . . . . . . . . . . . . . . . . . . .  44
SECTION 5.15.    Waiver of Usury, Stay or Extension Laws . . . . . . . . . .  44

ARTICLE VI       THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . .  44

SECTION 6.1.     Certain Duties and Responsibilities . . . . . . . . . . . .  44
SECTION 6.2.     Notice of Defaults. . . . . . . . . . . . . . . . . . . . .  46
SECTION 6.3.     Certain Rights of Trustee . . . . . . . . . . . . . . . . .  46
SECTION 6.4.     Not Responsible for Recitals or Issuance of Securities. . .  47
SECTION 6.5.     May Hold Securities . . . . . . . . . . . . . . . . . . . .  47
SECTION 6.6.     Money Held in Trust . . . . . . . . . . . . . . . . . . . .  47
SECTION 6.7.     Compensation and Reimbursement. . . . . . . . . . . . . . .  47
SECTION 6.8.     Disqualification; Conflicting Interests . . . . . . . . . .  49
SECTION 6.9.     Corporate Trustee Required; Eligibility . . . . . . . . . .  49
SECTION 6.10.    Resignation and Removal; Appointment of Successor . . . . .  50
SECTION 6.11.    Acceptance of Appointment by Successor. . . . . . . . . . .  51
SECTION 6.12.    Merger, Conversion, Consolidation or Succession to Business  52
SECTION 6.13.    Preferential Collection of Claims Against Company . . . . .  52


                                      -iv-
<PAGE>
SECTION 6.14.    Appointment of Authenticating Agent . . . . . . . . . . . .  53

ARTICLE VII      HOLDER'S LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND
                 COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . .  54

SECTION 7.1.     Company to Furnish Trustee Names and Addresses of Holders .  54
SECTION 7.2.     Preservation of Information; Communications to Holders. . .  55
SECTION 7.3.     Reports by Trustee and Paying Agent . . . . . . . . . . . .  55
SECTION 7.4.     Reports by Company. . . . . . . . . . . . . . . . . . . . .  56

ARTICLE VIII     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. . . .  56

SECTION 8.1.     Company May Consolidate, Etc., Only on Certain Terms. . . .  56
SECTION 8.2.     Successor Company Substituted . . . . . . . . . . . . . . .  57

ARTICLE IX       SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . .  58

SECTION 9.1.     Supplemental Indentures Without Consent of Holders. . . . .  58
SECTION 9.2.     Supplemental Indentures with Consent of Holders . . . . . .  59
SECTION 9.3.     Execution of Supplemental Indentures. . . . . . . . . . . .  60
SECTION 9.4.     Effect of Supplemental Indentures . . . . . . . . . . . . .  61
SECTION 9.5.     Conformity with Trust Indenture Act . . . . . . . . . . . .  61
SECTION 9.6.     Reference in Securities to Supplemental Indentures. . . . .  61

ARTICLE X        COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . .  61

SECTION 10.1.    Payment of Principal, Premium and Interest. . . . . . . . .  61
SECTION 10.2.    Maintenance of Office or Agency . . . . . . . . . . . . . .  61
SECTION 10.3.    Money for Security Payments to be Held in Trust . . . . . .  62
SECTION 10.4.    Statement as to Compliance. . . . . . . . . . . . . . . . .  63
SECTION 10.5.    Waiver of Certain Covenants . . . . . . . . . . . . . . . .  64
SECTION 10.6.    Additional Sums . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 10.7.    Additional Covenants. . . . . . . . . . . . . . . . . . . .  65
SECTION 10.8.    Furnishing Annual Information . . . . . . . . . . . . . . .  66

ARTICLE XI       REDEMPTION OF SECURITIES. . . . . . . . . . . . . . . . . .  66

SECTION 11.1.    Applicability of This Article . . . . . . . . . . . . . . .  66
SECTION 11.2.    Election to Redeem; Notice to Trustee . . . . . . . . . . .  66
SECTION 11.3.    Selection of Securities to be Redeemed. . . . . . . . . . .  67
SECTION 11.4.    Notice of Redemption. . . . . . . . . . . . . . . . . . . .  67
SECTION 11.5.    Deposit of Redemption Price . . . . . . . . . . . . . . . .  68
SECTION 11.6.    Payment of Securities Called for Redemption . . . . . . . .  68


                                       -v-
<PAGE>
SECTION 11.7.    Right of Redemption of Securities Initially Issued to an
                 Issuer Trust. . . . . . . . . . . . . . . . . . . . . . . .  69

ARTICLE XII      SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . .  70

ARTICLE XIII     SUBORDINATION OF SECURITIES . . . . . . . . . . . . . . . .  70

SECTION 13.1.    Securities Subordinate to Senior Indebtedness . . . . . . .  70
SECTION 13.2.    No Payment When Senior Indebtedness in Default; Payment
                 Over of Proceeds Upon Dissolution, Etc. . . . . . . . . . .  70
SECTION 13.3.    Payment Permitted If No Default . . . . . . . . . . . . . .  72
SECTION 13.4.    Subrogation to Rights of Holders of Senior Indebtedness;
                 Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
SECTION 13.5.    Provisions Solely to Define Relative Rights . . . . . . . .  73
SECTION 13.6.    Trustee to Effectuate Subordination . . . . . . . . . . . .  73
SECTION 13.7.    No Waiver of Subordination Provisions . . . . . . . . . . .  74
SECTION 13.8.    Notice to Trustee . . . . . . . . . . . . . . . . . . . . .  74
SECTION 13.9.    Reliance on Judicial Order or Certificate of Liquidating
                 Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
SECTION 13.10.   Trustee Not Fiduciary for Holders of Senior Indebtedness. .  75
SECTION 13.11.   Rights of Trustee as Holder of Senior Indebtedness;
                 Preservation of Trustee's Rights. . . . . . . . . . . . . .  75
SECTION 13.12.   Article Applicable to Paying Agents . . . . . . . . . . . .  76
SECTION 13.13.   Certain Conversions or Exchanges Deemed Payment . . . . . .  76


                                      -vi-
<PAGE>
                          JUNIOR SUBORDINATED INDENTURE

     THIS JUNIOR SUBORDINATED INDENTURE, dated as of December 19, 2001, is
between PEOPLES BANCORP OF NORTH CAROLINA, INC., a North Carolina corporation
(the "Company"), having its principal office at 518 West C Street, Newton, North
      -------
Carolina 28658, and WILMINGTON TRUST COMPANY, as Trustee, having its principal
office at 1100 North Market Street, Wilmington, Delaware 19890-0001 (the
"Trustee").
 --------

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in one or more series (hereinafter called the
"Securities") of substantially the tenor hereinafter provided, including
 ----------
Securities issued to evidence loans made to the Company from the proceeds from
the issuance from time to time by one or more business trusts (each an "Issuer
                                                                        ------
Trust") of undivided preferred beneficial interests in the assets of such Issuer
-----
Trusts (the "Capital Securities") and undivided common interests in the assets
             ------------------
of such Issuer Trusts (the "Common Securities" and, collectively with the
                            -----------------
Capital Securities, the "Trust Securities"), and to provide the terms and
                         ----------------
conditions upon which the Securities are to be authenticated, issued and
delivered; and

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

     NOW  THEREFORE,  THIS  INDENTURE  WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by  the  Holders  (as  such  term is defined in Section 1.1 hereof) thereof, the
parties  hereto, intending to be legally bound, mutually covenant and agree, for
the  equal  and proportionate benefit of all Holders of the Securities or of any
series  thereof,  as  follows:


                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION  1.1.     DEFINITIONS.

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


                                      -1-
<PAGE>
     (1)     The  terms  defined  in  this Article have the meanings assigned to
them  in  this  Article,  and  include  the  plural  as  well  as  the singular;

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

     (3)     The  words "include," "includes" and "including" shall be deemed to
be  followed  by  the  phrase  "without  limitation";

     (4)     All accounting terms not otherwise defined herein have the meanings
assigned  to them in accordance with generally accepted accounting principles as
in  effect  at  the  time  of  determination;

     (5)     Whenever  the  context  may  require, any gender shall be deemed to
include  the  other;

     (6)     Unless  the  context  otherwise  requires,  any  reference  to  an
"Article"  or a "Section" refers to an Article or a Section, as the case may be,
of  this  Indenture;  and

     (7)     The  words  "hereby,"  "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.

     "Act"  when  used  with  respect to any Holder has the meaning specified in
Section  1.4(a).

     "Additional  Interest" means the interest, if any, that shall accrue on any
interest  on the Securities of any series the payment of which has not been made
on  the  applicable Interest Payment Date and which shall accrue at the rate per
annum  specified  or  determined  as  specified  in such Security, to the extent
permitted  by  applicable  law.

     "Additional  Sums"  has  the  meaning  specified  in  Section  10.6.

     "Additional  Taxes"  means  any  additional  taxes,  duties  and  other
governmental  charges  to  which an Issuer Trust has become subject from time to
time  as  a  result  of  a  Tax  Event.

     "Administrator"  means,  in  respect  of  any  Issuer  Trust,  each  Person
appointed  in  accordance  with  the  related  Trust  Agreement,  solely in such
Person's capacity as Administrator of such Issuer Trust and not in such Person's
individual  capacity,  or  any  successor  Administrator  appointed  as  therein
provided.

     "Affiliate"  of  any  specified  Person  means any other Person directly or
indirectly  controlling  or  controlled  by  or  under direct or indirect common
control  with  such  specified  Person.  For  the  purposes  of this definition,
"control"  when  used  with  respect  to any specified Person means the power to
direct  the  management  and  policies  of  such Person, directly or indirectly,


                                      -2-
<PAGE>
whether  through  the  ownership of voting securities, by contract or otherwise;
and  the  terms  "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Agent  Member"  means  any  member  of, or participant in, the Depositary.

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving  a  Global  Security  or  beneficial  interest  therein, the rules and
procedures  of  the  Depositary  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 any Person authorized by the Trustee pursuant
to  Section  6.14  to act on behalf of the Trustee to authenticate Securities of
one  or  more  series.

     "Bankruptcy  Code"  means the United States Bankruptcy Code, 11 U.S.C. 101,
et  seq.  as  amended,  and  any  successor  provisions  thereto.

     "Board  of  Directors"  means  the board of directors of the Company or the
Executive  Committee  of  the  board  of  directors of the Company (or any other
committee of the board of directors of the Company performing similar functions)
or,  for  purposes  of  this  Indenture,  a committee designated by the board of
directors  of  the Company (or such committee), comprised of two or more members
of  the  board  of directors of the Company or officers of the Company, or both.

     "Board  Resolution" means a copy of a resolution certified by the Secretary
or any Assistant Secretary of the Company to have been duly adopted by the Board
of  Directors,  or  such  committee of the Board of Directors or officers of the
Company  to  which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and  delivered  to  the  Trustee.

     "Business  Day"  means  any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York, New York, the City of
Newton,  North  Carolina  or  the City of Wilmington, Delaware are authorized or
required by law or executive order to remain closed, or (iii) a day on which the
Corporate  Trust  Office of the Trustee, or, with respect to the Securities of a
series  initially  issued  to  an Issuer Trust, the "Corporate Trust Office" (as
defined  in the related Trust Agreement) of the Property Trustee or the Delaware
Trustee  under  the  related  Trust  Agreement,  is  closed  for  business.

     "Capital Securities" has the meaning specified in the first recital of this
Indenture.

     "Capital Treatment Event" means, in respect of any Issuer Trust, receipt by
the  Property Trustee of such Issuer Trust of an Opinion of Counsel, experienced
in  such matters and who may be counsel to the Company, and determination by the
Company  that,  as  a  result  of  the occurrence of any amendment to, or change
(including  any  announced  prospective  change)  in,  the laws (or any rules or


                                      -3-
<PAGE>
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  (including  any  action  taken  in  connection with a
regulatory  examination  or  in  connection with or as a result of any change in
regulatory  policy)  or  judicial decision interpreting or applying such laws or
regulations,  which  amendment  or  change  is  effective or such pronouncement,
action  or  decision  is  announced  on or after the date of the issuance of the
Capital  Securities  of  such  Issuer Trust, there is more than an insubstantial
risk  that  the  Company  will  not  be entitled to treat an amount equal to the
Liquidation  Amount  of such Capital Securities as "Tier 1 Capital" (or the then
equivalent  thereof)  for purposes of the risk-based capital adequacy guidelines
of  the  Board of Governors of the Federal Reserve System, as then in effect and
applicable  to  the  Company.

     "Clearing  Agency"  means an organization registered as a "clearing agency"
pursuant  to  Section  17A  of  the  Exchange  Act.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry  transfers  and  pledges  of  securities  deposited with the Clearing
Agency.

     "Commission"  means  the  United States Securities and Exchange Commission,
or  any  successor  thereto.

     "Common  Securities" has the meaning specified in the first recital of this
Indenture.

     "Common  Stock"  means  the  Company's  common  stock,  no  par  value.

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

     "Company  Request"  and  "Company  Order"  mean,  respectively, the written
request  or order signed in the name of the Company by its Chairman of the Board
of  Directors,  any  Vice Chairman of the Board of Directors, its President or a
Senior Vice President or Vice President, and by its Chief Financial Officer, its
Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary,
and  delivered  to  the  Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at  any  particular  time  its  corporate  trust business shall be administered.

     "Creditor"  has  the  meaning  specified  in  Section  6.7(c).


                                      -4-
<PAGE>
     "Defaulted  Interest"  has  the  meaning  specified  in  Section  3.8.

     "Delaware  Trustee"  means,  with  respect  to any Issuer Trust, the Person
identified  as  the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and  not  in  its  individual  capacity,  or  its  successor in interest in such
capacity,  or  any  successor  Delaware  trustee  appointed as therein provided.

     "Depositary"  means,  with respect to the Securities of any series issuable
or  issued in whole or in part in the form of one or more Global Securities, the
Person  designated  as  Depositary  by  the Company pursuant to Section 3.1 with
respect  to  such  series  (or  any  successor  thereto).

     "Discount  Security"  means  any  security that provides for an amount less
than  the  principal  amount thereof to be due and payable upon a declaration of
acceleration  of  the  Maturity  thereof  pursuant  to  Section  5.2.

     "Dollar" or "$" means the currency of the United States of America that, as
at  the  time  of payment, is legal tender for the payment of public and private
debts.

     "Entity"  includes  a bank, corporation, partnership, association, company,
limited  liability  company,  joint-stock  company  or  business  trust.

     "Event  of  Default,"  unless  otherwise  specified  in  the  supplemental
indenture  creating a series of Securities, has the meaning specified in Article
V.

     "Exchange  Act"  means  the Securities Exchange Act of 1934 and any statute
successor  thereto,  in  each  case  as  amended  from  time  to  time.

     "Expiration  Date"  has  the  meaning  specified  in  Section  1.4(f).

     "Extension  Period"  has  the  meaning  specified  in  Section  3.12.

     "Federal  Reserve"  means  the  Board  of  Governors of the Federal Reserve
System  and  its  delegees.

     "Global  Security"  means  a  Security in the form prescribed in Article II
evidencing  all  or  part of a series of Securities, issued to the Depositary or
its  nominee  for  such series, and registered in the name of such Depositary or
its  nominee.

     "Guarantee" means, with respect to any Issuer Trust, the obligations of the
Company  under  the  Guarantee  Agreement.


                                      -5-
<PAGE>
     "Guarantee Agreement" means any Guarantee Agreement executed by the Company
for  the  benefit of the Holders of the Capital Securities issued by each Issuer
Trust,  as  modified,  amended  or  supplemented  from  time  to  time.

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

     "Indenture"  means this instrument as originally executed or as it may from
time  to  time be supplemented or amended by one or more indentures supplemental
hereto  entered  into  pursuant  to  the  applicable provisions hereof and shall
include  the  terms  of  each  particular  series  of  Securities established as
contemplated  by  Section  3.1.

     "Interest  Payment Date" means, as to each series of Securities, the Stated
Maturity  of  an  installment  of  interest  on  such  Securities.

     "Investment  Company  Act" means the Investment Company Act of 1940 and any
statute  successor  thereto,  in  each  case  as  amended  from  time  to  time.

     "Investment  Company  Event"  means  the  receipt  by an Issuer Trust of an
Opinion  of  Counsel (as defined in the relevant Trust Agreement) experienced in
such  matters  to  the effect that, as a result of the occurrence of a change in
law  or  regulation  or  a  written  change (including any announced prospective
change) in interpretation or application of law or regulation by any legislative
body,  court, governmental agency or regulatory authority, there is more than an
insubstantial  risk  that  such  Issuer  Trust  is  or  will  be  considered  an
"investment  company"  that  is  required  to be registered under the Investment
Company  Act,  which  change  or  prospective  change becomes effective or would
become  effective,  as  the case may be, on or after the date of the issuance of
the  Capital  Securities  of  such  Issuer  Trust.

     "Issuer  Trust"  has  the  meaning  specified  in the first recital of this
Indenture.

     "Liquidation  Amount"  shall  have  the  meaning assigned in the applicable
related  Trust  Agreement.

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

     "Notice of Default" means a written notice of the kind specified in Section
5.1(3).

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board  of  Directors,  Vice  Chairman of the Board of Directors, Chief Executive
Officer,  the  President  or  any  Vice  President,  and  by the Chief Financial
Officer,  the  Treasurer,  an Assistant Treasurer, the Secretary or an Assistant


                                      -6-
<PAGE>
Secretary,  of  the  Company,  and  delivered to the party provided herein.  Any
Officers'  Certificate  delivered with respect to compliance with a condition or
covenant  provided  for  in  this  Indenture  shall  include:

     (a)  a  statement  by  each  officer signing the Officers' Certificate that
          such  officer  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  such officer in rendering the Officers'
          Certificate;

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

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for  or  an  employee  of  the  Company  or  any  Affiliate  of  the  Company.

     "Original  Issue Date" means the date of issuance specified as such in each
Security.

     "Outstanding"  means,  when  used in reference to any Securities, as of the
date  of  determination,  all Securities theretofore authenticated and delivered
under  this  Indenture,  except:

     (i)  Securities  theretofore  canceled  by  the Trustee or delivered to the
          Trustee  for  cancellation;

     (ii) Securities  for  whose  payment money in the necessary amount has been
          theretofore  deposited  with  the Trustee or any Paying Agent in trust
          for  the  Holders  of  such  Securities;  and

     (iii) Securities  in  substitution for or in lieu of which other Securities
          have  been authenticated and delivered or that have been paid pursuant
          to  Section 3.6, unless proof satisfactory to the Trustee is presented
          that  any  such  Securities  are  held  by Holders in whose hands such
          Securities  are  valid,  binding and legal obligations of the Company;
          provided, however, in determining whether the Holders of the requisite
          principal  amount  of  Outstanding  Securities have given any request,
          demand, authorization, direction, notice, consent or waiver hereunder,
          Securities  owned  by  the  Company  or  any  other  obligor  upon the
          Securities  or  any  Affiliate  of  the  Company or such other obligor
          (other  than  the  Issuer  Trust to which Securities of the applicable
          series  were  initially issued) shall be disregarded and deemed not to
          be  Outstanding, except that, in determining whether the Trustee shall


                                      -7-
<PAGE>
          be  protected in relying upon any such request, demand, authorization,
          direction, notice, consent or waiver, only Securities that the Trustee
          knows to be so owned shall be so disregarded. Securities so owned that
          have  been pledged in good faith may be regarded as Outstanding if the
          pledgee  establishes  to the satisfaction of the Trustee the pledgee's
          right  so  to act with respect to such Securities and that the pledgee
          is  not  the  Company  or any other obligor upon the Securities or any
          Affiliate of the Company or such other obligor (other than such Issuer
          Trust).  Upon  the  written  request of the Trustee, the Company shall
          furnish  to  the Trustee promptly an Officers' Certificate listing and
          identifying  all  Securities, if any, known by the Company to be owned
          or  held by or for the account of the Company, or any other obligor on
          the  Securities or any Affiliate of the Company or such obligor (other
          than,  for the avoidance of doubt, such Issuer Trust), and, subject to
          the provisions of Section 6.1, the Trustee shall be entitled to accept
          such Officers' Certificate as conclusive evidence of the facts therein
          set  forth  and of the fact that all Securities not listed therein are
          Outstanding  for  the  purpose  of  any  such  determination.

     "Paying Agent" means the Trustee or any Person authorized by the Company to
pay  the  principal  of (or premium, if any) or interest on, or other amounts in
respect  of  any  Securities  on  behalf  of  the  Company.

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

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest on the
Securities  of  such  series  are  payable  pursuant  to  Section  3.1.

     "Predecessor  Security"  of  any  particular  Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security.  For  the  purposes  of  this  definition,  any  security
authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost  or  stolen  Security  shall  be  deemed  to  evidence the same debt as the
mutilated,  destroyed,  lost  or  stolen  Security.

     "Principal  Subsidiary"  means  (i)  Peoples  Bank,  a  North  Carolina
corporation,  (ii)  any  other subsidiary of the Company the consolidated assets
of  which  constitute  20% or more of the consolidated assets of the Company and
its  consolidated  subsidiaries,  (iii)  any  other  subsidiary  designated as a
Principal  Subsidiary  pursuant  to  a  Board  Resolution  and  set  forth in an
Officers'  Certificate  delivered to the Trustee, and (iv) any subsidiary of the
Company  that  owns,  directly or indirectly, any voting securities, or options,
warrants  or  rights  to  subscribe  for  or  purchase voting securities, of any
Principal  Subsidiary under clause (i), (ii) or (iii), and in the case of clause
(i), (ii), (iii) or (iv), their respective successors (whether by consolidation,
merger,  conversion,  transfer of substantially all their assets and business or


                                      -8-
<PAGE>
otherwise) so long as any such successor is a banking subsidiary (in the case of
clause  (i),  (ii)  or (iii) or a subsidiary (in the case of clause (iv)) of the
Company.

     "Proceeding"  has  the  meaning  specified  in  Section  13.2.

     "Property  Trustee"  means,  with  respect  to any Issuer Trust, the Person
identified  as  the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Issuer Trust under such Trust Agreement
and  not  in  its  individual  capacity,  or  its  successor in interest in such
capacity,  or  any  successor  property  trustee  appointed as therein provided.

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
with  respect  to  the  Securities  of a series means, unless otherwise provided
pursuant  to Section 3.1 with respect to Securities of such series, the close of
business  on  the fifteenth day of the month in which such Interest Payment Date
occurs  (whether  or  not  a  Business  Day).

     "Responsible  Officer,"  when  used  with  respect to the Trustee means any
officer assigned to the Corporate Trust Office, including any managing director,
vice  president,  principal,  assistant  vice  president,  assistant  treasurer,
assistant  secretary  or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Indenture, and also,
with  respect  to  a particular matter, any other officer to whom such matter is
referred  because  of  such  officer's  knowledge  of  and  familiarity with the
particular  subject.

     "Restricted  Security"  means all Securities including those represented by
the  debenture  attached  hereto  as  Exhibit  A  or  those  represented  by the
                                      ----------
Restricted Securities Certificate attached hereto as Exhibit B.
                                                     ----------

     "Restricted  Securities  Certificate"  means a certificate substantially in
the  form  set  forth  in  Exhibit  B.
                           ----------

     "Rights  Plan"  means any plan of the Company providing for the issuance by
the  Company to all holders of its Common Stock, of rights entitling the holders
thereof  to  subscribe  for or purchase shares of any class or series of capital
stock  of  the  Company  which rights (i) are deemed to be transferred with such
shares of such Common Stock, (ii) are not exercisable, and (iii) are also issued
in  respect  of  future  issuances  of such Common Stock, in each case until the
occurrence  of  a  specified  event  or  events.


                                      -9-
<PAGE>
     "Securities"  or  "Security" means any debt securities or debt security, as
the  case  may  be,  authenticated  and  delivered  under  this  Indenture.

     "Securities  Act" means the Securities Act of 1933, as modified, amended or
supplemented  from  time  to  time.

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings  specified  in  Section  3.6(a).

     "Senior Indebtedness" means, whether recourse is to all or a portion of the
assets of the Company and whether or not contingent: (i) every obligation of the
Company  for  borrowed  money; (ii) every obligation of the Company 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 the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of the
Company;  (iv) every obligation of the Company 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 the Company; (vi) every obligation of the Company
for  claims  (as defined in Section 101(4) of the Bankruptcy Code) in respect of
derivative  products  such  as  interest  and  foreign  exchange rate contracts,
commodity contracts, swaps, options, caps, collars and similar arrangements; and
(vii)  every  obligation  of the type referred to in clauses (i) through (vi) of
another Person the payment of which the Company has guaranteed or is responsible
or  liable,  directly  or  indirectly,  as  obligor  or  otherwise.  "Senior
Indebtedness"  excludes (i) any obligations which, by their terms, are expressly
stated  to  rank  pari  passu in right of payment with, or to not be superior in
right  of  payment to, the Junior Subordinated Debentures, (ii) any indebtedness
of  the  Company  which  when incurred and without respect to any election under
Section  1111(b)  of  the  Bankruptcy  Code was without recourse to the Company,
(iii)  any  indebtedness  of  the  Company  to  any  of  its  subsidiaries, (iv)
indebtedness  to  any  executive  officer or director of the Company, or (v) any
indebtedness  in respect of debt securities issued to any trust, or a trustee of
such  trust,  partnership  or other entity affiliated with the Company that is a
financing  entity  of  the  Company  in  connection  with  the  issuance of such
financing  entity  of  securities  that  are  similar to the Capital Securities.

     "Special  Record  Date"  for  the payment of any Defaulted Interest means a
date  fixed  by  the  Trustee  pursuant  to  Section  3.8.

     "Stated  Maturity,"  when  used  with  respect  to  any  Security  or  any
installment  of  principal thereof or interest thereon, means the date specified
pursuant  to the terms of such Security as the fixed date on which the principal
of  such  Security  or  such  installment  of  principal  or interest is due and
payable,  as  such  date  may,  in  the  case of such principal, be shortened or
extended  as provided pursuant to the terms of such Security and this Indenture.


                                      -10-
<PAGE>
     "Subsidiary"  means an entity more than 50% of the outstanding voting stock
of  which  is  owned,  directly  or indirectly, by the Company or by one or more
other  Subsidiaries,  or by the Company and one or more other Subsidiaries.  For
purposes  of  this  definition,  "voting  stock" means stock that ordinarily has
voting power for the election of directors, whether at all times or only so long
as  no senior class of stock has such voting power by reason of any contingency.

     "Successor Security" of any particular Security means every Security issued
after,  and  evidencing  all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated  and  delivered  under Section 3.7 in exchange for or in lieu of a
mutilated,  destroyed,  lost  or stolen Security shall be deemed to evidence the
same  debt  as  the  mutilated,  destroyed,  lost  or  stolen  Security.

     "Tax  Event"  means the receipt by an Issuer Trust of an Opinion of Counsel
(as  defined in the relevant Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective  change)  in, the laws (or any regulations thereunder) of the United
States  or  any political subdivision or taxing authority thereof or therein, or
as  a  result  of  any  official  or  administrative  pronouncement or action 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 Capital Securities of such Issuer Trust
(including, without limitation, any of the foregoing arising with respect to, or
resulting from, any proposal, proceeding or other action commencing on or before
such  date), there is more than an insubstantial risk that (i) such Issuer Trust
is,  or  will  be  within  90  days  of the delivery of such Opinion of Counsel,
subject  to  United States Federal income tax with respect to income received or
accrued  on the corresponding series of Securities issued by the Company to such
Issuer  Trust, (ii) interest payable by the Company on such corresponding series
of  Securities  is  not,  or  within  90 days of the delivery of such Opinion of
Counsel  will not be, deductible by the Company, in whole or in part, for United
States  Federal  income  tax purposes, or (iii) such Issuer Trust is, or will be
within  90 days of the delivery of such Opinion of Counsel, subject to more than
a  de  minimis  amount  of  other  taxes,  duties or other governmental charges.

     "Trust  Agreement"  means,  with  respect  to  any  Issuer Trust, the trust
agreement  or  other  governing instrument of such Issuer Trust, as amended from
time  to  time.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this  Indenture,  solely  in  its  capacity  as  such  and not in its individual
capacity,  until  a  successor  Trustee  shall  have become such pursuant to the
applicable  provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more  than  one such Person, "Trustee" as used with respect to the Securities of
any  series  shall  mean  the Trustee with respect to Securities of that series.


                                      -11-
<PAGE>
     "Trust  Indenture  Act" means the Trust Indenture Act of 1939, as modified,
amended  or  supplemented  from  time  to  time.

     "Trust  Securities"  has the meaning specified in the first recital of this
Indenture.

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

SECTION  1.2.     COMPLIANCE  CERTIFICATE  AND  OPINIONS.

     Upon  any  application or request by the Company to the Trustee to take any
action  under  any provision of this Indenture, the Company shall furnish to the
Trustee  an  Officers'  Certificate  stating  that  all  conditions  precedent
(including  covenants,  the  compliance  with  which  constitutes  a  condition
precedent),  if  any,  provided  for  in this Indenture relating to the proposed
action  have  been  complied with and an Opinion of Counsel stating that, in the
opinion  of  such  counsel,  all  such conditions precedent (including covenants
compliance  with  which  constitutes  a  condition precedent), if any, have been
complied  with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of  this  Indenture  relating  to  such  particular  application  or request, no
additional  certificate  or  opinion  need  be  furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided  for  in this Indenture (other than the certificates provided
pursuant  to  Section  10.4)  shall  include:

     (1)  a  statement  by  each  individual signing such certificate or opinion
          that  such  individual  has  read  such  covenant or condition and the
          definitions  herein  relating  thereto;

     (2)  a  brief  statement  as  to the nature and scope of the examination or
          investigation upon which the statements or opinions of such individual
          contained  in  such  certificate  or  opinion  are  based;

     (3)  a  statement  that,  in  the opinion of such individual, he or she has
          made  such  examination or investigation as is necessary to enable him
          or  her  to  express  an  informed  opinion  as to whether or not such
          covenant  or  condition  has  been  complied  with;  and

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

SECTION  1.3.     FORMS  OF  DOCUMENTS  DELIVERED  TO  TRUSTEE.


                                      -12-
<PAGE>
     In  any  case  where  several  matters  are required to be certified by, or
covered  by  an  opinion  of, any specified Person, it is not necessary that all
such  matters  be  certified  by,  or  covered  by the opinion of, only one such
Person,  or  that  they be so certified or covered by only one document, but one
such  Person may certify or give an opinion with respect to some matters and one
or  more other such Persons as to other matters, and any such Person may certify
or  give  an  opinion  as  to  such  matters  in  one  or  several  documents.

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

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

SECTION  1.4.     ACTS  OF  HOLDERS.

     (a)     Any  request,  demand,  authorization,  direction, notice, consent,
waiver  or  other  action  provided by this Indenture to be given to or taken by
Holders  may  be  embodied  in  and  evidenced  by  one  or  more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed  in  writing; and, except as herein otherwise expressly provided, such
action  shall  become  effective  when  such instrument or instruments is or are
delivered  to  the  Trustee,  and, where it is hereby expressly required, to the
Company.  Such  instrument  or  instruments (and the action embodied therein and
evidenced  thereby)  are herein sometimes referred to as an "Act" of the Holders
                                                             ---
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of  this  Indenture and (subject to Section 6.1) conclusive in favor of
the  Trustee  and  the  Company, if made in the manner provided in this Section.

     (b)     The  fact  and  date  of  the  execution  by any Person of any such
instrument  or  writing  may  be  proved  by  the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by  law to take acknowledgments of deeds, certifying that the individual signing
such  instrument  or  writing  acknowledged to him or her the execution thereof.
Where  such  execution is by a Person acting in other than his or her individual
capacity,  such  certificate or affidavit shall also constitute sufficient proof
of  his  or  her  authority.


                                      -13-
<PAGE>
     (c)     The  fact  and  date  of  the  execution  by any Person of any such
instrument  or  writing,  or the authority of the Person executing the same, may
also  be  provided  in any other manner that the Trustee deems sufficient and in
accordance  with  such  reasonable  rules  as  the  Trustee  may  determine.

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

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

     (f)     The  Company  may  set  any day as a record date for the purpose of
determining  the  Holders  of  Outstanding  Securities of any series entitled to
give,  make  or  take  any  request,  demand,  authorization, direction, notice,
consent,  waiver  or  other action provided or permitted by this Indenture to be
given,  made or taken by Holders of Securities of such series, provided that the
Company  may  not  set  a  record date for, and the provisions of this paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities  of  the  relevant  series on such record date, and no other Holders,
shall  be  entitled  to  take  the  relevant action, whether or not such Holders
remain  Holders  after  such  record date, provided that no such action shall be
effective  hereunder  unless taken on or prior to the applicable Expiration Date
(as  defined  below) by Holders of the requisite principal amount of Outstanding
Securities  of such series on such record date.  Nothing in this paragraph shall
be  construed  to  prevent  the  Company  from setting a new record date for any
action  for  which  a  record  date  previously  has  been  set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no  action  by  any  Person  be cancelled and of no effect), and nothing in this
paragraph  shall  be construed to render ineffective any action taken by Holders
of  the  requisite  principal  amount  of Outstanding Securities of the relevant
series  on the date such action is taken.  Promptly after any record date is set
pursuant  to this paragraph, the Company, at its own expense, shall cause notice
of  such  record  date,  the  proposed  action  by  Holders  and  the applicable
Expiration  Date  to  be  given  to the Trustee in writing and to each Holder of
Securities  of  the  relevant  series  in  the  manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the  Holders  of  Outstanding  Securities  of any series entitled to join in the
giving  or  making  of  (i)  any  Notice  of  Default,  (ii)  any declaration of
acceleration  referred  to  in  Section  5.2,  (iii)  any  request  to institute
proceedings  referred to in Section 5.7(3), or (iv) any direction referred to in
Section  5.12,  in  each case with respect to Securities of such series.  If any
record  date  is  set  pursuant  to  this  paragraph, the Holders of Outstanding
Securities  of  such  series on such record date, and no other Holders, shall be
entitled  to  join in such notice, declaration, request or direction, whether or
not  such  Holders  remain Holders after such record date, provided that no such
action  shall  be effective hereunder unless taken on or prior to the applicable


                                      -14-
<PAGE>
Expiration  Date  by  Holders  of  the requisite principal amount of Outstanding
Securities  of such series on such record date.  Nothing in this paragraph shall
be  construed  to  prevent  the  Trustee  from setting a new record date for any
action  for  which  a  record  date  has  previously  been  set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no  action  by  any  Person  be  cancelled and of no effect) and nothing in this
paragraph  shall  be construed to render ineffective any action taken by Holders
of  the  requisite  principal  amount  of Outstanding Securities of the relevant
series  on the date such action is taken.  Promptly after any record date is set
pursuant  to  this paragraph, the Trustee, at the Company's expense, shall cause
notice  of  such  record date, the proposed action by Holders and the applicable
Expiration  Date  to  be  given  to the Company in writing and to each Holder of
Securities  of  the  relevant  series  in  the  manner set forth in Section 1.6.

     With  respect  to  any  record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Expiration Date"
                                                                ---------------
and  from  time  to  time may change the Expiration Date to any earlier or later
day,  provided  that  no  such  change  shall  be effective unless notice of the
proposed  new Expiration Date is given to the other party hereto in writing, and
to  each  Holder of Securities of the relevant series in the manner set forth in
Section  1.6 on or prior to the existing Expiration Date.  If an Expiration Date
is  not designated with respect to any record date set pursuant to this Section,
the  party  hereto  that  set such record date shall be deemed to have initially
designated  the  180th  day  after  such record date as the Expiration Date with
respect  thereto, subject to its right to change the Expiration Date as provided
in  this  paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later  than  the  180th  day  after  the  applicable  record  date.

     (g)     Without limiting the foregoing, a Holder entitled hereunder to take
any  action  hereunder  with  regard  to  any particular Security may do so with
regard  to all or any part of the principal amount of such Security or by one or
more  duly appointed agents each of which may do so pursuant to such appointment
with  regard  to  all  or  any  part  of  such  principal  amount.

SECTION  1.5.     NOTICES,  ETC.  TO  TRUSTEE  AND  COMPANY.

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

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

     (2)  the  Company  by  the  Trustee,  any  Holder  or any holder of Capital
          Securities  shall be sufficient for every purpose (except as otherwise
          provided  in  Section  5.1)  hereunder if in writing and mailed, first
          class,  postage prepaid, to the Company addressed to it at the address


                                      -15-
<PAGE>
          of  its  principal  office  specified  in  the first paragraph of this
          instrument  or at any other address previously furnished in writing to
          the  Trustee  by  the  Company.

SECTION  1.6.     NOTICE  TO  HOLDERS;  WAIVER.

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

SECTION  1.7.     CONFLICT  WITH  TRUST  INDENTURE  ACT.

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

SECTION  1.8.     EFFECT  OF  HEADINGS  AND  TABLE  OF  CONTENTS.

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

SECTION  1.9.     SUCCESSORS  AND  ASSIGNS.

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

SECTION  1.10.     SEPARABILITY  CLAUSE.


                                      -16-
<PAGE>
     If  any  provision in this Indenture or in the Securities shall be invalid,
illegal  or  unenforceable,  the  validity,  legality  and enforceability of the
remaining  provisions  shall  not  in  any  way be affected or impaired thereby.

SECTION  1.11.     BENEFITS  OF  INDENTURE.

     Nothing  in  this Indenture or in the Securities, express or implied, shall
give  to  any  Person,  other  than  the parties hereto and their successors and
assigns,  the holders of Senior Indebtedness, the Holders of the Securities and,
to  the  extent  expressly  provided in Sections 5.2, 5.7, 5.8, 5.9, 5.11, 5.12,
5.13,  9.1  and 9.2, the holders of Capital Securities, any benefit or any legal
or  equitable  right,  remedy  or  claim  under  this  Indenture.

SECTION  1.12.     GOVERNING  LAW.

     THIS  INDENTURE  AND  THE  SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK.

SECTION  1.13.     NON-BUSINESS  DAYS.

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


                                   ARTICLE II
                                 SECURITY FORMS

SECTION  2.1.     FORMS  GENERALLY.

     The  Securities  of  each  series  and  the  Trustee's  certificate  of
authentication shall be in substantially the forms set forth in this Article, or
in  such  other  form or forms as shall be established by or pursuant to a Board
Resolution  or  in one or more indentures supplemental hereto, in each case with
such  appropriate  insertions,  omissions, substitutions and other variations as
are  required  or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon


                                      -17-
<PAGE>
as  may  be  required  to  comply with applicable tax laws, banking laws, or the
rules of any securities exchange or as may, consistently herewith, be determined
by  the  officers  executing such securities, as evidenced by their execution of
the Securities. If the form of Securities of any series is established by action
taken  pursuant  to  a Board Resolution, a copy of an appropriate record of such
action  shall  be  certified  by  the Secretary or an Assistant Secretary of the
Company  and delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated  by  Section  3.3  with  respect  to  the authentication and
delivery  of  such  Securities.

     The  Trustee's certificates of authentication shall be substantially in the
form  set  forth  in  this  Article.

     The  definitive  Securities  shall  be printed, lithographed or engraved or
produced  by  any  combination  of  these methods, if required by any securities
exchange  on  which  the Securities may be listed, on a steel engraved border or
steel  engraved  borders or may be produced in any other manner permitted by the
rules of any securities exchange, if any, on which the Securities may be listed,
all  as  determined  by  the officers executing such Securities, as evidenced by
their  execution  of  such  Securities.

     Securities  distributed to holders of Global Capital Securities (as defined
in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall
be  distributed  in  the form of one or more Global Securities registered in the
name  of  a  Depositary  or  its  nominee,  and  deposited  with  the Securities
Registrar, as custodian for such Depositary, or with such Depositary, for credit
by  the  Depositary  to  the respective accounts of the beneficial owners of the
Securities  represented  thereby  (or  such  other accounts as they may direct).
Securities  distributed  to  holders  of  Capital  Securities  other than Global
Capital  Securities  upon the dissolution of an Issuer Trust shall not be issued
in  the  form  of  a  Global  Security  or any other form intended to facilitate
book-entry  trading  in  beneficial  interests  in  such  Securities.

SECTION 2.2.     FORM OF FACE OF SECURITY.  The Securities shall be generally in
the form of Exhibit A hereto.
            ---------

SECTION  2.3.     ADDITIONAL  PROVISIONS  REQUIRED  IN  GLOBAL  SECURITY.

     Unless  otherwise  specified  as  contemplated  by  Section 3.1, any Global
Security  issued  hereunder  shall,  in  addition to the provisions contained in
Sections  2.1  and  2.2,  bear  a  legend  in  substantially the following form:

          THIS  SECURITY  IS  A  GLOBAL  SECURITY WITHIN THE MEANING OF THE
     INDENTURE  HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF A
     DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE
     FOR  SECURITIES  REGISTERED  IN  THE  NAME  OF A PERSON OTHER THAN THE
     DEPOSITARY  OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED


                                      -18-
<PAGE>
     IN  THE  INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
     DEPOSITARY  TO  A  NOMINEE  OF  THE  DEPOSITARY OR BY A NOMINEE OF THE
     DEPOSITARY  TO  THE  DEPOSITARY  OR ANOTHER NOMINEE OF THE DEPOSITARY,
     EXCEPT  IN  THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE INDENTURE.

SECTION  2.4.     FORM  OF  TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.

     The  Trustee's  certificate of authentication shall be in substantially the
following  form:

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


Dated:____________________          WILMINGTON  TRUST  COMPANY,
                                    not in its individual capacity,
                                    but solely as Trustee

                                    By:____________________________
                                    Authorized  Signatory


                                  ARTICLE III
                                 THE SECURITIES

SECTION  3.1.     TITLE  AND  TERMS.

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

     The  Securities  may  be  issued  in  one  or  more series.  There shall be
established  in  or  pursuant to a Board Resolution and, subject to Section 3.3,
set  forth or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of  Securities  as  a  series:

     (a)     the title of the securities of such series, which shall distinguish
the  Securities  of  the  series  from  all  other  Securities;

     (b)     the  limit,  if  any,  upon  the  aggregate principal amount of the
Securities  of  such  series  that may be authenticated and delivered under this
Indenture  (except  for Securities authenticated and delivered upon registration
of  transfer  of,  or  in  exchange  for, or in lieu of, other Securities of the
series  pursuant  to  Sections  3.4,  3.5,  3.6,  9.6 or 11.6 and except for any


                                      -19-
<PAGE>
Securities  that,  pursuant  to  Section  3.3,  are  deemed  never  to have been
authenticated  and  delivered  hereunder);  provided,  however,  the  authorized
aggregate  principal amount of such series may be increased above such amount by
a  Board  Resolution  to  such  effect;

     (c)     the  Person  to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record  Date  for  such  interest;

     (d)     the  Stated  Maturity  or  Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof, and
any  dates  on  which  or  circumstances under which, the Company shall have the
right  to  extend  or  shorten  such  Stated  Maturity  or  Maturities;

     (e)     the  rate  or rates, if any, at which the Securities of such series
shall  bear  interest,  if any, the rate or rates and extent to which Additional
Interest,  if  any,  shall  be  payable  with  respect to any Securities of such
series,  the  date  or dates from which any such interest or Additional Interest
shall  accrue,  the  Interest  Payment  Dates  on  which  such interest shall be
payable,  the right, pursuant to Section 3.12 or as otherwise set forth therein,
of  the  Company  to  defer  or extend an Interest Payment Date, and the Regular
Record Date for the interest payable on any Interest Payment Date, or the method
by  which  any  of  the  foregoing  shall  be  determined;

     (f)     the  place  or places where the principal of (and premium, if any),
interest  or  Additional  Interest  on  the  Securities  of such series shall be
payable,  the  place  or  places  where  the  Securities  of  such series may be
presented for registration of transfer or exchange, any restrictions that may be
applicable  to  any such transfer or exchange in addition to or in lieu of those
set  forth  herein  and the place or places where notices and demands to or upon
the  Company  in  respect  of  the  Securities  of  such  series  may  be  made;

     (g)     the period or periods within or the date or dates on which, if any,
the  price  or  prices  at  which  and  the  terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the  Company,  and  if other than by a Board Resolution, the manner in which any
election  by  the  Company  to  redeem  such  Securities  shall  be  evidenced;

     (h)     the  obligation  or  the  right,  if any, of the Company to redeem,
repay  or  purchase  the Securities of such series pursuant to any sinking fund,
amortization  or analogous provisions, or at the option of a Holder thereof, and
the  period  or periods within which, the price or prices at which, the currency
or  currencies  (including  currency unit or units) in which and the other terms
and  conditions upon which Securities of the series shall be redeemed, repaid or
purchased,  in  whole  or  in  part,  pursuant  to  such  obligation;

     (i)     the  denominations  in which any Securities of such series shall be
issuable,  if  other  than  integral  multiples  of  $1,000.00;


                                      -20-
<PAGE>
     (j)     if  other  than  Dollars, the currency or currencies (including any
currency  unit  or  units)  in  which the principal of (and premium, if any) and
interest  and Additional Interest, if any, on the Securities of the series shall
be  payable,  or  in which the Securities of the series shall be denominated and
the  manner of determining the equivalent thereof in Dollars for purposes of the
definition  of  Outstanding;

     (k)     the additions, modifications or deletions, if any, in the Events of
Default  or  covenants  of  the  Company  set  forth  herein with respect to the
Securities  of  such  series;

     (l)     if  other  than  the  principal  amount thereof, the portion of the
principal  amount  of  Securities  of  such  series  that  shall be payable upon
declaration  of  acceleration  of  the  Maturity  thereof;

     (m)     if  the  principal  amount  payable  at  the Stated Maturity of any
Securities  of  the  series will not be determinable as of any one or more dates
prior  to  the  Stated  Maturity,  the  amount  which  shall be deemed to be the
principal  amount  of  such  Securities  as  of  any  such  date for any purpose
thereunder  or  hereunder, including the principal amount thereof which shall be
due  and payable upon any Maturity other than the Stated Maturity or which shall
be  deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall  be  determined);

     (n)     if  applicable,  that  the Securities of the series, in whole or in
any  specified  part,  shall  be  defeasible  and,  if  other  than  by  a Board
Resolution,  the  manner  in  which  any election by the Company to defease such
Securities  shall  be  evidenced;

     (o)     the additions or changes, if any, to this Indenture with respect to
the  Securities of such series as shall be necessary to permit or facilitate the
issuance  of  the  Securities  of such series in bearer form, registrable or not
registrable  as  to  principal,  and  with  or  without  interest  coupons;

     (p)     any  index  or  indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in  which  such  amounts  will  be  determined;

     (q)     if  applicable, that any Securities of the series shall be issuable
in  whole  or  in part in the form of one or more Global Securities and, in such
case,  the  respective  Depositaries for such Global Securities, the form of any
legend or legends that shall be borne by any such Global Security in addition to
or in lieu of that set forth in Section 2.4 and any circumstances in addition to
or  in  lieu of those set forth in Section 3.5 in which any such Global Security
may be exchanged in whole or in part for Securities registered, and any transfer
of  such  Global  Security in whole or in part may be registered, in the name or
names of Persons other than the Depositary for such Global Security or a nominee
thereof;

     (r)     the appointment of any Paying Agent or agents for the Securities of
such  series;


                                      -21-
<PAGE>
     (s)     the  terms  of  any right to convert or exchange Securities of such
series  into  any other securities or property of the Company, and the additions
or  changes,  if  any,  to this Indenture with respect to the Securities of such
series  to  permit  or  facilitate  such  conversion  or  exchange;

     (t)     if such Securities are to be issued to an Issuer Trust, the form or
forms  of  the  Trust  Agreement  and  Guarantee  relating  thereto;

     (u)     if  other than as set forth herein, the relative degree, if any, to
which  the  Securities  or  the  series shall be senior to or be subordinated to
other  series  of  Securities  in right of payment, whether such other series of
Securities  are  Outstanding  or  not;

     (v)     any addition to or change in the Events of Default which applies to
any  Securities  of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and  payable  pursuant  to  Section  5.2;

     (w)     any  addition  to or change in the covenants set forth in Article X
which  applies  to  Securities  of  the  series;  and

     (x)     any other terms of the Securities of such series (which terms shall
not  be  inconsistent with the provisions of this Indenture, except as permitted
by  Section  9.1(3)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such  Officers'  Certificate  or  in  any  indenture  supplemental  hereto.

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

     The  securities  shall  be  subordinated  in  right  of  payment  to Senior
Indebtedness  as  provided  in  Article  XIII.

SECTION  3.2     DENOMINATIONS.

     The  Securities  of each series shall be in registered form without coupons
and  shall  be  issuable  in  integral  multiples of $1,000.00, unless otherwise
specified  as  contemplated  by  Section  3.1(i).

SECTION  3.3.     EXECUTION,  AUTHENTICATION,  DELIVERY  AND  DATING.


                                      -22-
<PAGE>
     The  Securities  shall be executed on behalf of the Company by its Chairman
of  the  Board  of  Directors,  its Vice Chairman of the Board of Directors, its
President,  its Chief Executive Officer or one of its Vice Presidents, under its
corporate  seal reproduced or impressed thereon and attested by its Secretary or
one of its Assistant Secretaries.  The signature of any of these officers on the
Securities  may  be  manual  or  facsimile.

     Securities  bearing  the  manual or facsimile signatures of individuals who
were  at  any  time  the  proper officers of the Company shall bind the Company,
notwithstanding  that  such  individuals or any of them have ceased to hold such
offices  prior  to the authentication and delivery of such Securities or did not
hold  such offices at the date of such Securities.  At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities  of  any  series  executed  by  the  Company  to  the  Trustee  for
authentication,  together  with  a  Company  Order  for  the  authentication and
delivery  of  such  Securities,  and  the Trustee in accordance with the Company
Order  shall  authenticate and deliver such Securities.  If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board  Resolutions  as permitted by Sections 2.1 and 3.1, in authenticating such
Securities,  and  accepting the additional responsibilities under this Indenture
in  relation  to  such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel  stating,

               (1)     if the form of such Securities has been established by or
     pursuant  to  Board  Resolution as permitted by Section 2.1, that such form
     has  been  established in conformity with the provisions of this Indenture;

               (2)     if  the terms of such Securities have been established by
     or  pursuant  to  Board  Resolution  as permitted by Section 3.1, that such
     terms  have  been  established  in  conformity  with the provisions of this
     Indenture;  and

               (3)     that such Securities, when authenticated and delivered by
     the  Trustee  and  issued  by  the Company in the manner and subject to any
     conditions  specified in such Opinion of Counsel, will constitute valid and
     legally  binding  obligations of the Company enforceable in accordance with
     their  terms,  subject  to  bankruptcy,  insolvency,  fraudulent  transfer,
     reorganization,  moratorium  and  similar  laws  of  general  applicability
     relating  to  or  affecting  creditors'  rights  and  to  general  equity
     principles.

If  such  form  or  terms  have  been  so  established, the Trustee shall not be
required  to  authenticate  such  Securities  if  the  issue  of such Securities
pursuant  to  this  Indenture  will  affect  the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that
is  not  reasonably  acceptable  to  the  Trustee.

     Notwithstanding  the provisions of Section 3.1 and the preceding paragraph,
if  all  Securities  of a series are not to be originally issued at one time, it


                                      -23-
<PAGE>
shall  not  be necessary to deliver the Officers' Certificate otherwise required
pursuant  to  Section  3.1 or the Company Order and Opinion of Counsel otherwise
required  pursuant to such preceding paragraph at or prior to the authentication
of  each  Security of such series if such documents are delivered at or prior to
the  authentication  upon original issuance of the first Security of such series
to  be  issued.

     Each  Security  shall  be  dated  the  date  of  its  authentication.

     No  Security  shall  be  entitled to any benefit under this Indenture or be
valid  or  obligatory  for  any purpose, unless there appears on such Security a
certificate  of  authentication  substantially  in  the form provided for herein
executed  by  the  Trustee  by  the  manual  signature  of one of its authorized
officers  or  signatories,  and  such  certificate  upon  any  Security shall be
conclusive  evidence,  and  the  only evidence, that such Security has been duly
authenticated  and  delivered  hereunder.  Notwithstanding the foregoing, if any
Security  shall have been authenticated and delivered hereunder but never issued
and  sold  by  the  Company,  and the Company shall deliver such Security to the
Trustee  for  cancellation as provided in Section 3.10, for all purposes of this
Indenture  such  Security  shall  be deemed never to have been authenticated and
delivered  hereunder  and  shall  never  be  entitled  to  the  benefits of this
Indenture.

SECTION  3.4.     TEMPORARY  SECURITIES.

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

     If  temporary  Securities  of any series are issued, the Company will cause
definitive  Securities of such series to be prepared without unreasonable delay.
After  the  preparation of definitive Securities, the temporary Securities shall
be  exchangeable  for  definitive  Securities  upon  surrender  of the temporary
Securities  at  the  office or agency of the Company designated for that purpose
without  charge  to  the  Holder.  Upon surrender for cancellation of any one or
more  temporary  Securities,  the  Company  shall  execute and the Trustee shall
authenticate  and deliver in exchange therefor one or more definitive securities
of  the  same  series,  of any authorized denominations having the same Original
Issue  Date  and  Stated  Maturity  and  having the same terms as such temporary
Securities.  Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities  of  such  series.

SECTION  3.5.     GLOBAL  SECURITIES.

     (a)     Each  Global  Security  issued  under  this  Indenture  shall  be
registered  in  the  name  of  the Depositary designated by the Company for such
Global  Security  or  a  nominee  thereof  and delivered to such Depositary or a


                                      -24-
<PAGE>
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 Securities 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
Company is unable to locate a qualified successor, (ii) the Company executes and
delivers  to  the  Trustee  a  Company  Order stating that the Company elects to
terminate  the  book-entry  system  through the Depositary, or (iii) there shall
have  occurred  and  be  continuing an Event of Default or any event which after
notice  or  lapse  of  time  or  both  would  be  an  Event  of  Default.

     (c)     If  any  Global Security is to be exchanged for other Securities 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  III.  If  any  Global  Security  is to be exchanged for other
Securities  or  cancelled  in part, or if another Security 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  III  or  (ii) the principal amount thereof shall be
reduced,  subject to Section 3.6(b)(iii), or increased by an amount equal to the
portion  thereof  to  be  so  exchanged  or cancelled, or equal to the principal
amount  of  such  other  Security  to  be so exchanged for a beneficial interest
therein,  as  the case may be, by means of an appropriate adjustment made on the
records  of  the Securities Registrar, whereupon the Trustee, in accordance with
the  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 3.6(b) and as
otherwise  provided in this Article III, authenticate and deliver any Securities
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)     Every  Security  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 III, Section 9.6 or 11.6 or otherwise,
shall  be  authenticated  and  delivered  in the form of, and shall be, a Global
Security,  unless such Security 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  Securities,  and  owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly,  any such owner's beneficial interest in a Global Security shall be


                                      -25-
<PAGE>
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  3.6.     REGISTRATION,  TRANSFER  AND  EXCHANGE  GENERALLY;  CERTAIN
TRANSFERS  AND  EXCHANGES.

     (a)     The Company shall cause to be kept at the Corporate Trust Office of
the  Trustee  a  register in which, subject to such reasonable regulations as it
may  prescribe, the Company shall provide for the registration of Securities and
transfers  of  Securities.  Such register is herein sometimes referred to as the
"Securities  Register."  The  Trustee is hereby appointed "Securities Registrar"
 --------------------                                      --------------------
for  the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon  surrender for registration of transfer of any Security at the offices
or  agencies  of  the  Company  designated  for  that purpose, the Company shall
execute,  and  the  Trustee  shall  authenticate and deliver, in the name of the
designated  transferee  or  transferees,  one or more new Securities of the same
series  of  any  authorized denominations of like tenor and principal amount and
bearing  such  restrictive  legends  as  may  be  required  by  this  Indenture.

     At  the  option  of  the  Holder,  Securities  may  be  exchanged for other
Securities of the same series in any authorized denominations, of like tenor and
aggregate  principal  amount  and  bearing  such  restrictive  legends as may be
required  by this Indenture, upon surrender of the Securities to be exchanged at
such office or agency.  Whenever any securities are so surrendered for exchange,
the  Company  shall execute, and the Trustee shall authenticate and deliver, the
Securities  that  the  Holder  making  the  exchange  is  entitled  to  receive.

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

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


                                      -26-
<PAGE>
     No service charge shall be made to a Holder for any transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax  or  other  governmental  charge  that may be imposed in connection with any
transfer  or  exchange  of  Securities.

     Neither  the  Company  nor  the  Trustee shall be required, pursuant to the
provisions  of  this Section, (i) to issue, register the transfer of or exchange
any  Security of any series during a period beginning at the opening of business
15  days before the day of selection for redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption, or (ii) to register the transfer of or exchange any
Security  so selected for redemption in whole or in part, except, in the case of
any  such  Security  to  be  redeemed  in  part,  any  portion thereof not to be
redeemed.

     (b)     Certain  Transfers  and  Exchanges.  Notwithstanding  any  other
provision  of  this  Indenture,  transfers  and  exchanges  of  Securities  and
beneficial  interests in a Global Security shall be made only in accordance with
this  Section  3.6(b).

          (i)     Restricted Non-Global Security to Global Security.  If the
     Holder  of  a  Restricted Security (other than a Global Security) wishes at
     any  time  to  transfer all or any portion of such Security to a Person who
     wishes  to  take delivery thereof in the form of a beneficial interest in a
     Global  Security, such transfer may be effected only in accordance with the
     provisions  of this clause (b)(i) and subject to the Applicable Procedures.
     Upon  receipt  by the Securities Registrar of (A) such Security as provided
     in Section 3.6(a) and instructions satisfactory to the Securities Registrar
     directing  that a beneficial interest in the Global Security in a specified
     principal  amount not greater than the principal amount of such Security be
     credited  to  a  specified  Agent  Member's  account  and  (B) a Restricted
     Securities  Certificate  duly  executed  by  such  Holder  or such Holder's
     attorney  duly  authorized  in writing, then the Securities Registrar shall
     cancel  such  Security  (and  issue  a  new  Security  in  respect  of  any
     untransferred portion thereof) as provided in Section 3.10 and increase the
     aggregate  principal  amount  of  the  Global  Security  by  the  specified
     principal  amount  as  provided  in  Section  3.5(c).

          (ii)     Non-Global Security to Non-Global Security.  A Security 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 Security that is not a
     Global  Security  as  provided  in  Section  3.6(a),  provided  that if the
     Security  to  be  transferred in whole or in part is a Restricted Security,
     the  Securities  Registrar  shall  have  received  a  Restricted Securities
     Certificate  duly  executed  by  the  transferor  Holder  or  such Holder's
     attorney duly authorized in writing and the Securities Registrar shall only
     be  required  to  register  the  transfer  of  such  Restricted  Securities
     Certificate  upon  direction  from  the  Company  that  such  transfer  is
     permissible.


                                      -27-
<PAGE>
          (iii)    Exchanges  Between  Global  Security and Non-Global Security.
     A  beneficial interest in a Global Security may be exchanged for a Security
     that  is  not  a  Global  Security  as  provided  in  Section  3.5.

          (iv)     Certain  Initial  Transfers of Non-Global Securities.  In the
     case  of  Securities initially issued other than in global form, an initial
     transfer or exchange of such Securities that does not involve any change in
     beneficial ownership may be made to an institutional accredited investor or
     investors  as  if such transfer or exchange were not an initial transfer or
     exchange;  provided  that  written  certification  shall be provided by the
     transferee  and  transferor  of such Securities to the Securities Registrar
     that  such  transfer  or  exchange  does not involve a change in beneficial
     ownership.

          (v)     Limitations Relating to Principal Amount.  Notwithstanding any
     other  provision  of  this  Indenture  and  unless  otherwise  specified as
     permitted by Section 3.1; Securities or portions thereof may be transferred
     or  exchanged  only in principal amounts of not less than $1,000.00. To the
     fullest extent permitted by applicable law, any transfer, exchange or other
     disposition  of Securities in contravention of this Section 3.6(b)(v) shall
     be deemed to be void and of no legal effect whatsoever, any such transferee
     shall be deemed not to be the Holder or owner of any beneficial interest in
     such  Securities  for any purpose, including but not limited to the receipt
     of interest payable on such Securities, and such transferee shall be deemed
     to  have  no  interest  whatsoever  in  such Securities and, the Securities
     Registrar  shall  not record any such transfer in the Securities Registrar.


SECTION  3.7.     MUTILATED,  LOST  AND  STOLEN  SECURITIES.

     If  any mutilated Security is surrendered to the Trustee together with such
security, or indemnity, and/or other assurance as may be required by the Company
or  the Trustee, in their discretion, to save each of them harmless, the Company
shall  execute  and  the  Trustee  shall  authenticate  and  deliver in exchange
therefor  a  new  Security  of  the  same  series,  of  like tenor and aggregate
principal  amount,  bearing  the  same  legends,  and  bearing  a  number  not
contemporaneously  outstanding.

     If  there shall be delivered to the Company and to the Trustee (i) evidence
to  their  satisfaction  of  the destruction, loss or theft of any Security, and
(ii) such security, indemnity and/or other assurance as may be required by them,
in  their  discretion,  to  save  each of them harmless, then, in the absence of
notice  to  the Company or the Trustee that such Security has been acquired by a
bona  fide purchaser, the Company shall execute and upon its request the Trustee
shall  authenticate  and  deliver, in lieu of any such destroyed, lost or stolen
Security,  a new Security of the same series, of like tenor and principal amount
and  bearing  the  same  legends as such destroyed, lost or stolen Security, and
bearing  a  number  not  contemporaneously  Outstanding.


                                      -28-
<PAGE>
     If  any such mutilated, destroyed, lost or stolen Security has become or is
about  to  become due and payable, the Company in its discretion may, instead of
issuing  a  new  Security,  pay  such  Security.

     Upon  the  issuance of any new Security under this Section 3.7, the Company
may  require  the  payment  of  a  sum  sufficient  to  cover  any  tax or other
governmental  charge  that  may  be  imposed  in  relation thereto and any other
expenses  (including  the fees and expenses of the Trustee) connected therewith.

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

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

SECTION  3.8.     PAYMENT  OF  INTEREST AND ADDITIONAL INTEREST; INTEREST RIGHTS
PRESERVED.

     Interest  and  Additional  Interest  on  any Security of any series that is
payable,  and  is  punctually paid or duly provided for, on any Interest Payment
Date,  shall  be  paid to the Person in whose name that Security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record  Date  for  such interest in respect of Securities of such series, except
that,  unless  otherwise  provided  in  the  Securities of such series, interest
payable  on  the Stated Maturity of the principal of a Security shall be paid to
the  Person  to  whom principal is paid.  The initial payment of interest on any
Security  of  any  series  that  is issued between a Regular Record Date and the
related  Interest  Payment Date shall be payable as provided in such Security or
in  the  Board  Resolution  pursuant  to Section 3.1 with respect to the related
series  of  Securities.

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

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


                                      -29-
<PAGE>
     deposit  with  the Trustee an amount of money equal to the aggregate amount
     proposed  to  be  paid  in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the  proposed payment, such money when deposited to be held in trust for
     the  benefit  of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon, the Trustee shall fix a Special Record Date for
     the  payment  of  such  Defaulted Interest, which shall be not more than 15
     days  and  not  less than 10 days prior to the date of the proposed payment
     and not less than 10 days after the receipt by the Trustee of the notice of
     the proposed payment. The Trustee shall promptly notify the Company of such
     Special  Record  Date  and,  in the name and at the expense of the Company,
     shall  cause  notice of the proposed payment of such Defaulted Interest and
     the  Special  Record  Date  therefor  to  be  mailed,  first class, postage
     prepaid, to each Holder of a Security of such series at the address of such
     Holder as it appears in the Securities Register not less than 10 days prior
     to  such  Special  Record  Date. The Trustee may, in its discretion, in the
     name  and  at  the  expense  of  the  Company, cause a similar notice to be
     published  at  least  once  in  a  newspaper,  customarily published in the
     English  language  on  each  Business Day and of general circulation in the
     Borough  of Manhattan, The City of New York, New York, but such publication
     shall  not  be  a  condition precedent to the establishment of 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 the
     Securities  of such series (or their respective Predecessor Securities) are
     registered  on  such  Special  Record  Date  and shall no longer be payable
     pursuant  to  the  following  clause  (2).

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

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

SECTION  3.9.     PERSONS  DEEMED  OWNERS.

     The  Company, the Trustee and any agent of the Company or the Trustee shall
treat  the  Person in whose name any Security is registered as the owner of such
Security  for  the  purpose of receiving payment of principal of and (subject to
Section  3.8)  any  interest  on  such  Security  and  for  all  other  purposes
whatsoever,  whether  or  not such Security be overdue, and neither the Company,
the  Trustee  nor  any  agent of the Company or the Trustee shall be affected by
notice  to  the  contrary.


                                      -30-
<PAGE>
     No  holder  of  any  beneficial interest in any Global Security held on its
behalf  by  a Depositary shall have any rights under this Indenture with respect
to  such Global Security, and such Depositary may be treated by the Company, the
Trustee  and any agent of the Company or the Trustee as the owner of such Global
Security  for all purposes.  Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving  effect  to  any  written  certification,  proxy  or  other authorization
furnished by a Depositary or impair, as between a Depositary and such holders of
beneficial  interests,  the  operation  of  customary  practices  governing  the
exercise  of  the  rights  of  the  Depositary (or its nominee) as Holder of any
Security.

SECTION  3.10.     CANCELLATION.

     All  Securities  surrendered  for payment, redemption, transfer or exchange
shall,  if surrendered to any Person other than the Trustee, be delivered to the
Trustee,  and  any  such  Securities  and Securities surrendered directly to the
Trustee  for any such purpose shall be promptly canceled by it.  Notwithstanding
any  other  provisions of this Indenture, the Company may at any time deliver to
the  Trustee  for  cancellation  any  Securities  previously  authenticated  and
delivered hereunder that the Company may have acquired in any manner whatsoever,
and  all  Securities so delivered shall be promptly canceled by the Trustee.  No
Securities  shall  be authenticated in lieu of or in exchange for any Securities
canceled  as  provided  in  this  Section, except as expressly permitted by this
Indenture.  All  canceled  Securities  shall be destroyed by the Trustee and the
Trustee  shall  deliver  to  the  Company  a  certificate  of  such destruction.

SECTION  3.11.     COMPUTATION  OF  INTEREST.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series for any period shall be
computed  on  the basis of a 360-day year of twelve 30-day months and the actual
number  of  days  elapsed  in  any  period less than a full month in any period.
Interest on the Securities of each series for a full period shall be computed by
multiplying  the  rate  per  annum  by a fraction, the numerator of which is the
number  of  months  in  such  full  period  and  the denominator of which is 12.

SECTION  3.12.     DEFERRALS  OF  INTEREST  PAYMENT  DATES.

     If  specified as contemplated by Section 2.1 or Section 3.1 with respect to
the  Securities  of  a  particular  series,  so  long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the  term  of such series, from time to time to defer the payment of interest on
such  Securities  for such period or periods (each an "Extension Period") not to
                                                       ----------------
exceed  the  number  of consecutive quarterly, semi-annual or other periods that
equal  five  years with respect to each Extension Period, during which Extension
Periods  the Company shall, if so specified as contemplated by Section 3.1, have
the  right  to  make no payments or partial payments of interest on any Interest
Payment  Date.  No  Extension  Period shall end on a date other than an Interest


                                      -31-
<PAGE>
Payment  Date.  At  the  end of any such Extension Period, the Company shall pay
all interest then accrued and unpaid on the Securities (together with Additional
Interest  thereon,  if  any,  at  the  rate specified for the Securities of such
series  to  the  extent permitted by applicable law); provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities  of such series; and provided further, however, that, during any such
Extension  Period,  the  Company  shall  not (i) declare or pay any dividends or
distributions  on,  or  redeem,  purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock, or (ii) make any payment of
principal  of  or interest or premium, if any, on or repay, repurchase or redeem
any  debt securities of the Company that rank pari passu in all respects with or
junior in interest to the Securities of such series (other than (a) repurchases,
redemptions  or  other acquisitions of shares of capital stock of the Company in
connection  with  any  employment  contract,  benefit or incentive plan or other
similar  arrangement  with  or  for  the  benefit  of any one or more employees,
officers,  directors  or  consultants  of  the  Company  or its Subsidiaries, in
connection  with a dividend reinvestment or stock purchase plan or in connection
with  the  issuance  of  capital stock of the Company (or securities convertible
into  or  exercisable for such capital stock) as consideration in an acquisition
transaction  entered  into  prior  to  the applicable Extension Period, (b) as a
result  of  an  exchange  or  conversion of any class or series of the Company's
capital  stock  (or  any  capital  stock of a Subsidiary of the Company) for any
class  or series of the Company's capital stock or of any class or series of the
Company's  indebtedness  for any class or series of the Company's capital stock,
(c)  the  purchase  of  fractional  interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the  security being converted or exchanged, (d) any declaration of a dividend in
connection  with  any  Rights  Plan,  or  the issuance of rights, stock or other
property  under  any  Rights  Plan,  or  the  redemption or repurchase of rights
pursuant  thereto,  (e)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend  is  being paid or ranks pari passu with or junior to such stock or (f)
payments  by  the Company under the Guarantee).  Prior to the termination of any
such  Extension  Period,  the Company may further defer the payment of interest,
provided  that  no  Event of Default has occurred and is continuing and provided
further,  that  no Extension Period shall exceed the period or periods specified
in  such  Securities, extend beyond the Stated Maturity of the principal of such
Securities  or  end  on  a  date  other than an Interest Payment Date.  Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid  interest  and  any  Additional Interest then due on any Interest Payment
Date,  the  Company  may  elect  to begin a new Extension Period, subject to the
above  conditions.  No  interest or Additional Interest shall be due and payable
during  an  Extension Period, except at the end thereof, but each installment of
interest  that  would  otherwise have been due and payable during such Extension
Period  shall bear Additional Interest as and to the extent specified by Section
3.1.  The  Company  shall  give the Holders of the Securities of such series and
the  Trustee  notice of its election to begin any such Extension Period at least
one  Business  Day  prior  to the next succeeding Interest Payment Date on which
interest on Securities of such series would be payable but for such deferral or,
with respect to any Securities of a series issued to an Issuer Trust, so long as
any  such  Securities  are  held by such Issuer Trust, at least one Business Day
prior  to  the earlier of (i) the next succeeding date on which Distributions on
the  Capital  Securities  of  such  Issuer  Trust  would be payable but for such


                                      -32-
<PAGE>
deferral,  and  (ii) the record date for determining the holders of such Capital
Securities  entitled  to  such  Distributions  on  the  Capital  Securities.

     The  Trustee  shall promptly give notice of the Company's election to begin
any  such  Extension Period to the Holders of the Outstanding Securities of such
series.

SECTION  3.13.     RIGHT  OF  SET-OFF.

     With  respect  to  the Securities of a series initially issued to an Issuer
Trust,  notwithstanding  anything to the contrary herein, the Company shall have
the  right to set off any payment it is otherwise required to make in respect of
any  such  Security  to  the  extent  the  Company  has  theretofore made, or is
concurrently  on  the date of such payment making, a payment under the Guarantee
relating  to  such  Security or to a holder of Capital Securities pursuant to an
action  undertaken  under  Section  5.8  of  this  Indenture.

SECTION  3.14.     AGREED  TAX  TREATMENT.

     Each  Security  issued hereunder shall provide that the Company and, by its
acceptance  of  a  Security or a beneficial interest therein, the Holder of, and
any  Person that acquires a beneficial interest in, such Security agree that for
United  States  Federal,  state  and local tax purposes it is intended that such
Security  constitutes  indebtedness.

SECTION  3.15.     SHORTENING  OR  EXTENSION  OF  STATED  MATURITY.

     As provided by Section 2.1 or Section 3.1 with respect to the Securities of
a  particular series, the Company shall have the right to (i) shorten the Stated
Maturity  of  the  principal of the Securities of such series at any time to any
date  and  (ii) extend the Stated Maturity of the principal of the Securities of
such  series at any time at its election for one or more periods, provided that,
if the Company elects to exercise its right to extend the Stated Maturity of the
principal of the Securities of such series pursuant to clause (ii) above, at the
time  such election is made and at the time of extension, such conditions as may
be specified in such Securities shall have been satisfied, and provided further,
that  no  such reduction or extension of the Stated Maturity shall be or cause a
Capital  Treatment  Event.

SECTION  3.16.     CUSIP  NUMBERS.

     The  Company,  in  issuing the Securities, may use "CUSIP" numbers (if then
generally  in  use  or  if a CUSIP number has been obtained for the Securities),
and,  if  so,  the Trustee shall use "CUSIP" numbers in notice of redemption and
other  similar  or  related materials as a convenience to Holders; provided that
any  such  notice or other materials may state that no representation is made as


                                      -33-
<PAGE>
to  the  correctness  of  such numbers either as printed on the Securities or as
contained  in  any notice of redemption or other materials and that reliance may
be  placed  only  on the other identification numbers printed on the Securities,
and  any  such  redemption shall not be affected by any defect in or omission of
such  numbers.


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION  4.1.     SATISFACTION  AND  DISCHARGE  OF  INDENTURE.

     This  Indenture  shall, upon Company Request, cease to be of further effect
(except  as  to  any surviving rights of registration of transfer or exchange of
Securities  herein  expressly  provided  for  and  as otherwise provided in this
Section  4.1)  and  the Trustee, on demand of and at the expense of the Company,
shall  execute  proper  instruments  acknowledging satisfaction and discharge of
this  Indenture,  when

          (1)  either

               (A)     all  Securities  theretofore  authenticated and delivered
          (other  than  (i)  Securities that have been destroyed, lost or stolen
          and  that  have  been  replaced or paid as provided in Section 3.7 and
          (ii) Securities for whose payment money has theretofore been deposited
          in trust or segregated and held in trust by the Company and thereafter
          repaid  to  the  Company or discharged from such trust, as provided in
          Section  10.3) have been delivered to the Trustee for cancellation; or

               (B)     all  such  Securities  not  theretofore  delivered to the
          Trustee  for  cancellation

                    (i)     have  become  due  and  payable,  or

                    (ii)    will  become  due  and  payable  at  their  Stated
               Maturity  within  one  year  of  the  date  of  deposit,  or

                    (iii)   are  to  be  called  for  redemption within one year
               under  arrangements satisfactory to the Trustee for the giving of
               notice  of  redemption  by  the  Trustee  in the name, and at the
               expense,  of  the  Company,

     and  the Company, in the case of subclause (B)(i), (ii) or (iii) above, has
     deposited  or  caused  to  be  deposited with the Trustee as trust funds in
     trust for such purpose an amount in the currency or currencies in which the
     Securities  of  such series are payable sufficient to pay and discharge the
     entire  indebtedness  on  such  Securities not theretofore delivered to the
     Trustee  for  cancellation,  for  the  principal  (and premium, if any) and
     interest  (including  Additional  Interest,  if  any)  to  the date of such


                                      -34-
<PAGE>
     deposit  (in the case of Securities that have become due and payable) or to
     the  Stated  Maturity  or  Redemption  Date,  as  the  case  may  be;

          (2)     the  Company  has  paid or caused to be paid all other sums
     payable  hereunder  by  the  Company;  and

          (3)     the  Company  has  delivered  to  the  Trustee  an  Officers'
     Certificate  and  an  Opinion  of  Counsel each stating that all conditions
     precedent  herein  provided  relating  to the satisfaction and discharge of
     this  Indenture  have  been  complied  with.

     Notwithstanding  the  satisfaction  and  discharge  of  this Indenture, the
     obligations  of  the  Company  to  the  Trustee  under  Section  6.7,  the
     obligations  of  the Trustee to any Authenticating Agent under Section 6.14
     and,  if  money  shall  have  been  deposited  with the Trustee pursuant to
     subclause (B) of clause (1) of this Section, the obligations of the Trustee
     under  Section  4.2  and  the last paragraph of Section 10.3 shall survive.

Notwithstanding  the foregoing, in any case where the Securities are not due and
payable  and  have  not been called for redemption, such Securities shall remain
recourse  obligations  of  the  Company.

SECTION  4.2     APPLICATION  OF  TRUST  MONEY.

     Subject  to the provisions of the last paragraph of Section 10.3, all money
deposited  with  the  Trustee pursuant to Section 4.1 shall be held in trust and
applied  by the Trustee, in accordance with the provisions of the Securities and
this  Indenture,  to  the  payment,  either directly or through any Paying Agent
(including  the  Company  acting  as  its  own  Paying Agent) as the Trustee may
determine,  to  the  Persons entitled thereto, of the principal (and premium, if
any)  and  interest  (including  Additional Interest, if any) for the payment of
which  such  money  or  obligations  have been deposited with or received by the
Trustee.


                                    ARTICLE V
                                    REMEDIES

SECTION  5.1.     EVENTS  OF  DEFAULT.

     "Event  of Default," wherever used herein with respect to the Securities of
any  series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any  order,  rule  or  regulation  of  any administrative or governmental body):


                                      -35-
<PAGE>
          (1)     default  in  the  payment of any interest upon any Security of
     that  series, including any Additional Interest in respect thereof, when it
     becomes due and payable, and continuance of such default for a period of 30
     days  (subject to the deferral of any due date in the case of any Extension
     Period);  or

          (2)     default  in  the  payment  of the principal of (or premium, if
     any,  on)  any Security of that series at its Maturity, upon redemption, by
     declaration  of  acceleration  or  otherwise;  or

          (3)     failure  on the part of the Company duly to observe or perform
     in  any  material  respect  any other of the covenants or agreements on the
     part  of  the Company in the Securities of that series or in this Indenture
     for  a  period  of  90  days after the date on which written notice of such
     failure, requiring the Company to remedy the same, shall have been received
     by the Company from (i) the Trustee by registered or certified mail or (ii)
     Holders  of  at  least 25% in aggregate principal amount of the Outstanding
     Securities  of  that  series;  or

          (4)     entry  by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under the Bankruptcy Code, or any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or  order  adjudging  the  Company a bankrupt or insolvent, or approving as
     properly  filed  a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under any applicable federal
     or  state  law  appointing  a custodian, receiver, conservator, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     of  substantially  all  of  the  property  of  the Company, or ordering the
     winding-up or liquidation of its affairs, and in the case of (A) or (B) the
     continuance of any such decree of order for relief or any such other decree
     or  order  unstayed  and  in effect for a period of 60 consecutive days; or

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


                                      -36-
<PAGE>
          (6)     any other Event of Default provided with respect to Securities
     of  that  series.

SECTION  5.2.     ACCELERATION  OF  MATURITY;  RESCISSION  AND  ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
5.1(4)  or  5.1(5))  with  respect  to  Securities  of  any  series  at the time
Outstanding  occurs and is continuing, then, and in every such case, the Trustee
or  the  Holders  of  not  less  than  25%  in aggregate principal amount of the
Outstanding  Securities  of that series may declare the principal amount (or, if
the  Securities  of  that  series  are  Discount Securities, such portion of the
principal  amount  as  may  be specified in the terms of that series) of all the
Securities  of  that  series  to  be due and payable immediately, by a notice in
writing  to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of a series issued to an Issuer Trust, if, upon an
Event  of  Default, the Trustee or the Holders of not less than 25% in aggregate
principal  amount  of  the Outstanding Securities of such series fail to declare
the principal of all the Outstanding Securities of such series to be immediately
due  and payable, the holders of at least 25% in aggregate Liquidation Amount of
the  related  series  of  Capital  Securities  issued  by such Issuer Trust then
outstanding shall have the right to make such declaration by a notice in writing
to  the  Company  and  the Trustee; and upon any such declaration such principal
amount  (or  specified  portion  thereof) of and the accrued interest (including
Additional  Interest,  if any) on all the Securities of such series shall become
immediately  due  and  payable.  If  an  Event  of Default specified in Sections
5.1(4)  or  5.1(5)  with  respect  to  Securities  of  any  series  at  the time
Outstanding  occurs,  the  principal amount of all the Securities of such series
(or,  if  the Securities of such series are Discount Securities, such portion of
the principal amount of such Securities as may be specified by the terms of that
series)  shall automatically, and without any declaration or other action on the
part  of the Trustee or any Holder, become immediately due and payable.  Payment
of principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII notwithstanding
that  such  amount  shall become immediately due and payable as herein provided.

     At  any  time  after  such  a  declaration  of acceleration with respect to
Securities  of  any  series  has  been  made and before a judgment or decree for
payment  of  the  money  due  has  been  obtained  by the Trustee as hereinafter
provided  in  this  Article,  the  Holders  of a majority in aggregate principal
amount  of  the  Outstanding Securities of that series, by written notice to the
Company  and  the  Trustee,  may  rescind  and  annul  such  declaration and its
consequences  and  waive  the  Event  of  Default  if:

          (1)     the  Company  has  paid  or  deposited  with the Trustee a sum
     sufficient  to  pay:

               (A)     all overdue installments of interest on all Securities of
          such  series;

               (B)     any  accrued  Additional  Interest,  if  any,  on  all
          Securities  of  such  series;


                                      -37-
<PAGE>
               (C)     the principal of (and premium, if any, on) any Securities
          of such series that have become due otherwise than by such declaration
          of  acceleration and interest and Additional Interest, if any, thereon
          at  the  rate  borne  by  the  Securities;  and

               (D)     all  sums  paid  or advanced by the Trustee hereunder and
          the  reasonable  compensation, expenses, disbursements and advances of
          the  Trustee,  its  agents  and  counsel;  and

          (2)     all  Events  of  Default  with  respect  to Securities of that
     series,  other  than the non-payment of the principal of Securities of that
     series  that has become due solely by such acceleration, have been cured or
     waived  as  provided  in  Section  5.13.

     In  the case of Securities of a series initially issued to an Issuer Trust,
if  the Holders of such Securities fail to annul such declaration and waive such
default,  the  holders  of  a  majority  in  aggregate Liquidation Amount of the
related  series  of  Capital  Securities  issued  by  such  Issuer  Trust  then
outstanding  shall also have the right to rescind and annul such declaration and
its  consequences  by  written notice to the Company and the Trustee, subject to
the  satisfaction  of  the  conditions  set  forth  in the immediately preceding
clauses  (1)  and  (2)  above  of  this  section  5.2.

No  such rescission or waiver shall affect or apply to any subsequent default or
Event  of  Default  or  impair  any  right  consequent  thereon.

SECTION  5.3.     COLLECTION  OF  INDEBTEDNESS  AND  SUITS  FOR  ENFORCEMENT  BY
TRUSTEE.

     The  Company  covenants  that  if:

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

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

     the  Company  will, upon demand of the Trustee, pay to the Trustee, for the
     benefit  of  the  Holders of such Securities, the whole amount then due and
     payable on such Securities for principal (and premium, if any) and interest
     (including  Additional  Interest,  if  any),  and, in addition thereto, all
     amounts  owing  the  Trustee  under  Section  6.7.

     If  the  Company  fails to pay such amounts forthwith upon such demand, the
Trustee,  in  its  own  name and as trustee of an express trust, may institute a
judicial  proceeding  for  the collection of the sums so due and unpaid, and may


                                      -38-
<PAGE>
prosecute  such proceeding to judgment or final decree, and may enforce the same
against  the  Company  or any other obligor upon such Securities and collect the
monies  adjudged  or  decreed to be payable in the manner provided by law out of
the  property  of the Company or any other obligor upon the Securities, wherever
situated.

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

SECTION  5.4.     TRUSTEE  MAY  FILE  PROOFS  OF  CLAIM.

     In  case  of  any  receivership,  conservatorship, insolvency, liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition  or  other
judicial  or  administrative  proceeding  relative  to  the Company or any other
obligor  upon  the  Securities  or  the property of the Company or of such other
obligor  or  their  creditors,

     (a)     the  Trustee  (irrespective  of  whether  the  principal  of  the
Securities  of  any series shall then be due and payable as therein expressed or
by  declaration  or otherwise and irrespective of whether the Trustee shall have
made  any  demand  on  the  Company  for  the  payment of overdue principal (and
premium,  if  any) or interest (including Additional Interest, if any)) shall be
entitled  and  empowered,  by  intervention  in  such  proceeding  or otherwise,

          (i)     to  file  and  prove a claim for the whole amount of principal
     (and  premium, if any) and interest (including Additional Interest, if any)
     owing and unpaid in respect to the Securities and to file such other papers
     or  documents  as  may  be  necessary  or advisable and to take any and all
     actions  as  are  authorized under the Trust Indenture Act in order to have
     the  claims  of the Holders, the Trustee and any predecessor to the Trustee
     under  Section  6.7  allowed  in  any  such  judicial  or  administrative
     proceedings;  and

          (ii)     in particular, the Trustee shall be authorized to collect and
     receive  any  monies  or  other property payable or deliverable on any such
     claims  and  to  distribute  the  same  in accordance with Section 5.6; and

     (b)     any  custodian,  receiver,  conservator,  assignee,  trustee,
liquidator,  sequestrator,  (or  other similar official) in any such judicial or
administrative  proceeding  is  hereby  authorized  by  each Holder to make such
payments  to the Trustee for distribution in accordance with Section 5.6, and in
the event that the Trustee shall consent to the making of such payments directly
to  the  Holders, to pay to the Trustee any amount due to it and any predecessor
Trustee  under  Section  6.7.


                                      -39-
<PAGE>
     Nothing  herein  contained  shall  be  deemed  to  authorize the Trustee to
authorize  or  consent  to  accept  or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or  the  rights  of  any  Holder thereof, or to authorize the Trustee to vote in
respect  of  the  claim of any Holder in any such proceeding; provided, however,
the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy  or similar official and be a member of a creditors' or other similar
committee.

SECTION  5.5.  TRUSTEE  MAY  ENFORCE  CLAIM  WITHOUT  POSSESSION  OF SECURITIES.

     All  rights of action and claims under this Indenture or the Securities may
be  prosecuted  and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee  of  an  express  trust,  and any recovery of judgment shall, subject to
Article  XIII  and  after provision for the payment of all the amounts owing the
Trustee  and  any predecessor Trustee under Section 6.7, its agents and counsel,
be  for the ratable benefit of the Holders of the Securities in respect of which
such  judgment  has  been  recovered.

SECTION  5.6  APPLICATION  OF  MONEY  COLLECTED.

     Any  money  or  property  collected  or  to  be applied by the Trustee with
respect  to  a series of Securities pursuant to this Article shall be applied in
the  following  order, at the date or dates fixed by the Trustee and, in case of
the  distribution of such money or property on account of principal (or premium,
if  any)  or interest (including Additional Interest, if any), upon presentation
of the Securities and the notation thereon of the payment if only partially paid
and  upon  surrender  thereof  if  fully  paid:

     FIRST:     To  the  payment  of  all  amounts  due the Trustee and any
predecessor  Trustee  under  Section  6.7;

     SECOND:     Subject to Article XIII, to the payment of all amounts then due
and  unpaid  upon  Securities of such series for principal (and premium, if any)
and  interest (including Additional Interest, if any) 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 series
of  Securities  for  principal  (and  premium,  if  any) and interest (including
Additional  Interest,  if  any),  respectively;  and

     THIRD:     The  balance, if any, to the Person or Persons entitled thereto.

SECTION  5.7  LIMITATION  ON  SUITS.


                                      -40-
<PAGE>
     Subject  to  Section  5.8,  no Holder of any Securities of any series shall
have  any right to institute any proceeding, judicial or otherwise, with respect
to  this  Indenture or for the appointment of a receiver, conservator, assignee,
trustee,  liquidator,  sequestrator (or other similar official) or for any other
remedy  hereunder,  unless:

          (1)     An  Event  of Default with respect to Securities of any series
     has  occurred  and is continuing, and the Company has not paid or deposited
     with  the  Trustee  all  amounts  then  payable;

          (2)     such Holder has previously given written notice to the Trustee
     of  a  continuing  Event  of Default with respect to the Securities of that
     series;

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

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

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

          (6)     no  direction  inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in aggregate principal amount of the Outstanding Securities of that series;

     it  being understood and intended that no one or more of such Holders shall
     have  any  right in any manner whatever by virtue of, or by availing itself
     of,  any  provision  of  this Indenture to affect, disturb or prejudice the
     rights  of  any  other  Holders  of  Securities, or to obtain or to seek to
     obtain  priority or preference over any other of such Holders or to enforce
     any  right  under  this Indenture, except in the manner herein provided and
     for  the  equal  and  ratable  benefit  of  all  such  Holders.

SECTION  5.8.       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND  INTEREST;  DIRECT  ACTION  BY  HOLDERS  OF  CAPITAL  SECURITIES.

     Notwithstanding  any  other  provision in this Indenture, the Holder of any
Security  of  any  series  shall  have  the  right,  which  is  absolute  and
unconditional,  to receive payment of the principal of (and premium, if any) and
(subject  to  Sections 3.8 and 3.12) interest (including Additional Interest, if
any)  on  such  Security  on  the respective Stated Maturities expressed in such
Security (or in the case of redemption, on the Redemption Date) and to institute
suit  for  the  enforcement  of  any  such  payment, and such right shall not be
impaired  without  the  consent  of such Holder.  In the case of Securities of a


                                      -41-
<PAGE>
series  issued  to  an Issuer Trust, any registered holder of Capital Securities
issued by such Issuer Trust shall, to the fullest extent permitted by applicable
law,  have  the  right,  upon the occurrence of an Event of Default described in
Sections  5.1(1)  or  5.1(2)  and  subject  to  the same terms and conditions as
provided  in Section 5.7 above, provided the term "Holder" used therein shall be
changed  for  purposes  of  this  sentence  to "holder of Capital Securities" to
institute a suit directly against the Company for enforcement of payment to such
holder  of principal of (premium, if any) and (subject to Sections 3.8 and 3.12)
interest  (including  Additional  Interest,  if  any) on the Securities having a
principal  amount  equal  to  the  aggregate  Liquidation Amount of such Capital
Securities  held  by  such  holder.

SECTION  5.9.     RESTORATION  OF  RIGHTS  AND  REMEDIES.

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

SECTION  5.10.       RIGHTS  AND  REMEDIES  CUMULATIVE.

     Except as otherwise provided in the last paragraph of Section 3.7, no right
or  remedy  herein  conferred  upon or reserved to the Trustee or the Holders is
intended  to  be  exclusive  of  any  other right or remedy, and every right and
remedy  shall,  to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or  in  equity or otherwise.  The assertion or employment of any right or remedy
hereunder,  or  otherwise,  shall  not  prevent  the  concurrent  assertion  or
employment  of  any  other  appropriate  right  or  remedy.

SECTION  5.11.     DELAY  OR  OMISSION  NOT  WAIVER.

     No  delay  or  omission  of  the  Trustee,  any Holder of any Security with
respect  to  the  Securities  of the related series or any holder of any Capital
Security to exercise any right or remedy accruing upon any Event of Default with
respect  to  the Securities of the related series shall impair any such right or
remedy  or  constitute  a waiver of any such Event of Default or an acquiescence
therein.

     Every  right  and remedy given by this Article, or by law to the Trustee or
to  the  Holders  and  the  right  and  remedy  given  to the holders of Capital
Securities  by  Sections  5.2 and 5.8 may be exercised from time to time, and as
often  as may be deemed expedient, by the Trustee, the Holders or the holders of
Capital  Securities,  as  the  case  may  be.


                                      -42-
<PAGE>
SECTION  5.12.     CONTROL  BY  HOLDERS.

     The  Holders  of  not less than a majority in aggregate principal amount of
the  Outstanding  Securities  of  any  series shall have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the  Trustee  or  exercising  any  trust or power conferred on the Trustee, with
respect  to  the  Securities  of  such  series,  provided  that:

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

          (2)     the  Trustee  may  take  any other action deemed proper by the
     Trustee  that  is  not  inconsistent  with  such  direction;  and

          (3)     subject  to  the  provisions of Section 6.1, the Trustee shall
     have the right to decline to follow such direction if a Responsible Officer
     or  Officers  of  the  Trustee  shall,  in  good  faith, determine that the
     proceeding  so  directed  would  be unjustly prejudicial to the Holders not
     joining  in  any  such  direction  or would involve the Trustee in personal
     liability.

SECTION  5.13.     WAIVER  OF  PAST  DEFAULTS.

     The  Holders  of  not less than a majority in aggregate principal amount of
the  Outstanding  Securities  of any series affected thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority  in  aggregate  Liquidation  Amount of the Capital Securities issued by
such Issuer Trust may waive any past default hereunder and its consequences with
respect  to  such  series,  except  a  default:

          (1)     in  the  payment  of the principal of (and premium, if any) or
     interest  (including  Additional  Interest, if any) on any Security of such
     series  (unless  such default has been cured and the Company has paid to or
     deposited with the Trustee a sum sufficient to pay all matured installments
     of  interest  (including  Additional Interest, if any) and all principal of
     (and  premium, if any, on) all Securities of that series due otherwise than
     by  acceleration);  or

          (2)     in  respect  of  a  covenant  or  provision  hereof that under
     Article IX cannot be modified or amended without the consent of each Holder
     of  any  Outstanding  Security  of  such  series  affected.

     Any  such  waiver shall be deemed to be on behalf of the Holders of all the
Securities  of  such  series,  or  in  the  case  of  any Securities of a series
initially  issued  to an Issuer Trust, shall be deemed to be a waiver by holders
of  Capital  Securities  issued  by such Issuer Trust, by all holders of Capital
Securities  issued  by  such  Issuer  Trust.


                                      -43-
<PAGE>
     Upon  any  such waiver, such default shall cease to exist, and any Event of
Default  arising therefrom shall be deemed to have been cured, for every purpose
of  this  Indenture,  but no such waiver shall extend to any subsequent or other
default  or  Event  of  Default  or  impair  any  right  consequent  thereon.

SECTION  5.14.     UNDERTAKING  FOR  COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance  thereof  shall  be deemed to have agreed, that any court may, in its
discretion,  require,  in  any  suit  for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted  by  it  as Trustee, the filing by any party litigant in such suit of an
undertaking  to  pay  the  costs  of  such suit, and that such court may, in its
discretion,  assess  reasonable  costs,  including  reasonable  attorneys' fees,
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  shall  not  apply  to  any suit instituted by the
Trustee,  to  any suit instituted by any Holder, or group of Holders, holding in
the  aggregate  more  than  10% in aggregate principal amount of the Outstanding
Securities  of  any  series,  or  to  any  suit instituted by any Holder for the
enforcement of the payment of the principal of (and premium, if any) or interest
(including  Additional  Interest,  if  any)  on  any  Security  on  or after the
respective  Stated  Maturities expressed in such Security, or in the case of any
redemption,  on  or after the Redemption Date for the enforcement of the payment
of  the  Redemption  Price  or the right to exchange such Securities for Capital
Securities,  as  provided  herein  or  in  the  related  Trust  Agreement.

SECTION  5.15.     WAIVER  OF  USURY,  STAY  OR  EXTENSION  LAWS.

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


                                   ARTICLE VI
                                   THE TRUSTEE

SECTION  6.1.     CERTAIN  DUTIES  AND  RESPONSIBILITIES.

     (a)     Except  during  the  continuance  of  an  Event  of  Default,


                                      -44-
<PAGE>
          (1)     the  Trustee  undertakes  to perform such duties and only such
     duties  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 its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the  opinions expressed therein, upon 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 provisions hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be  under  a  duty  to  examine  the  same to determine whether or not they
     conform  to  the  requirements  of  this  Indenture.

     (b)     In  case  an  Event  of Default has occurred and is continuing, 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  person  would exercise or use under the circumstances in the conduct of
his  or  her  own  affairs.

     (c)     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

          (1)     this  subsection shall not be construed to limit the effect of
     subsection  (a)  of  this  Section;

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

          (3)     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 Holders pursuant to Section 5.12 relating to the time, method
     and  place  of  conducting  any  proceeding for any remedy available to the
     Trustee, or exercising any trust or power conferred upon the Trustee, under
     this  Indenture  with  respect  to  the  Securities  of  a  series.

     (d)     No  provision of this Indenture shall require the Trustee to expend
or  risk  its  own  funds  or  otherwise  incur  any  financial liability in the
performance  of  any  of  its duties hereunder, or in the exercise of any of its
rights  or  powers,  if  there  shall  be  reasonable grounds for believing that
repayment  of such funds or adequate indemnity against such risk or liability is
not  reasonably  assured  to  it.

     (e)     Whether  or  not  therein expressly so provided, every provision of
this  Indenture  relating  to  the  conduct  or  affecting  the  liability of or
affording  protection  to the Trustee shall be subject to the provisions of this
Section.


                                      -45-
<PAGE>
SECTION  6.2.     NOTICE  OF  DEFAULTS.

     Within  90  days  after  actual  knowledge  by a Responsible Officer of the
Trustee  of  the  occurrence  of  any  default  hereunder  with  respect  to the
Securities  of  any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register,  notice  of such default, unless such default shall have been cured or
waived; provided, however, except in the case of a default in the payment of the
principal  of  (and premium, if any) or interest (including Additional Interest,
if  any)  on  any  Security  of  such  series, the Trustee shall be protected in
withholding  such notice if and so long as the board of directors, the executive
committee  or  a trust committee of directors and/or Responsible Officers of the
Trustee  in  good faith determines that the withholding of such notice is in the
interests  of the Holders of Securities of such series; and provided further, in
the  case  of  any default of the character specified in Section 5.1(3), no such
notice  to Holders of Securities of such series shall be given until at least 30
days  after  the  occurrence thereof.  For the purpose of this Section, the term
"default"  means  any  event  that  is, or after notice or lapse of time or both
would  become,  an  Event  of Default with respect to Securities of such series.

SECTION  6.3.     CERTAIN  RIGHTS  OF  TRUSTEE.

     Subject  to  the  provisions  of  Section  6.1:

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

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

     (d)     the Trustee may consult with counsel 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, suffered or omitted by it hereunder
in  good  faith  and  in  reliance  thereon;


                                      -46-
<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 or direction of
any  of  the  Holders pursuant to this Indenture, unless such Holders shall have
offered  to  the  Trustee  reasonable  security  or indemnity against the costs,
expenses  and  liabilities  that might be incurred by it in compliance with such
request  or  direction;

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

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

SECTION  6.4.     NOT  RESPONSIBLE  FOR  RECITALS  OR  ISSUANCE  OF  SECURITIES.

     The  recitals  contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and  neither the Trustee nor any Authenticating Agent assumes any responsibility
for  their correctness.  The Trustee makes no representations as to the validity
or  sufficiency  of  this Indenture or of the Securities of any series or of the
Capital  Securities.  Neither  the Trustee nor any Authenticating Agent shall be
accountable  for  the use or application by the Company of the Securities or the
proceeds  thereof.

SECTION  6.5.  MAY  HOLD  SECURITIES.

     The  Trustee,  any  Authenticating  Agent, any Paying Agent, any Securities
Registrar  or  any  other  agent  of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8  and 6.13, may otherwise deal with the Company with the same rights it would
have  if  it  were  not  Trustee, Authenticating Agent, Paying Agent, Securities
Registrar  or  such  other  agent.

SECTION  6.6.     MONEY  HELD  IN  TRUST.

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

SECTION  6.7.     COMPENSATION  AND  REIMBURSEMENT.


                                      -47-
<PAGE>
     (a)     The  Company  agrees  to  pay  to  the  Trustee  from  time to time
reasonable  compensation  for  all  services  rendered  by  it hereunder in such
amounts  as  the  Company  and  the Trustee shall agree from time to time (which
compensation  shall  not  be  limited  by  any provision of law in regard to the
compensation  of  a  trustee  of  an  express  trust).

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

     (c)     Since  the  Issuer  Trust  is  being formed solely to facilitate an
investment  in  the  Trust  Securities,  the Company, as Depositor of the Issuer
Trust  under  the  Trust  Agreement,  hereby  covenants  to  pay  all  debts and
obligations  (other  than  with respect to the Capital Securities and the Common
Securities) and all reasonable costs and expenses of the Issuer Trust (including
without  limitation  all  reasonable  costs  and  expenses  relating  to  the
organization  of the Issuer Trust, the fees and expenses of the trustees and all
costs and expenses relating to the operation of the Issuer Trust) and to pay any
and  all  taxes,  duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed on the Issuer Trust by the United States,
or  any  taxing  authority, so that the net amounts received and retained by the
Issuer  Trust  and the Property Trustee after paying such expenses will be equal
to the amounts the Issuer Trust and the Property Trustee would have received had
no  such costs or expenses been incurred by or imposed on the Issuer Trust.  The
foregoing  obligations  of  the  Company  are  for  the benefit of, and shall be
enforceable  by, any person to whom any such debts, obligations, costs, expenses
and  taxes  are  owed  (each,  a  "Creditor"),  whether or not such Creditor has
                                   --------
received  notice  thereof.  Any  such  Creditor  may  enforce  such  obligations
directly  against  the  Company, and the Company irrevocably waives any right or
remedy  to  require  that  any  such Creditor take any action against the Issuer
Trust  or  any  other person before proceeding against the Company.  The Company
shall  execute  such  additional  agreements as may be necessary or desirable to
give  full  effect  to  the  foregoing.

     (d)     The  Company  shall indemnify the Trustee for, and hold it harmless
against,  any  loss, liability or expense (including the reasonable compensation
and  the  expenses and disbursements of its agents and counsel) incurred without
negligence  or bad faith, arising out of or in connection with the acceptance or
administration  of  this  trust  or  the  performance  of  its duties hereunder,
including  the  reasonable  costs  and  expenses of defending itself against any
claim  or liability in connection with the exercise or performance of any of its
powers  or duties hereunder.  This indemnification shall survive the termination
of  this  Indenture  or  the  resignation  or  removal  of  the  Trustee.


                                      -48-
<PAGE>
     When  the  Trustee  incurs  expenses  or renders services after an Event of
Default  specified  in  Section  5.1(4)  or  5.1(5) occurs, the expenses and the
compensation  for  the  services  are  intended  to  constitute  expenses  of
administration  under  the  Bankruptcy  Code.

SECTION  6.8.     DISQUALIFICATION;  CONFLICTING  INTERESTS.

     The  Trustee  for  the  Securities  of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act.  Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred  to  in  the  second  to last paragraph of said Section 310(b).  To the
extent  permitted by the Trust Indenture Act, the Trustee shall not be deemed to
have  a  conflicting interest with respect to Securities of any series by virtue
of  being  a  trustee  under  this  Indenture  with  respect to any other series
hereunder.  The  Trust  Agreement and the Guarantee Agreement shall be deemed to
be  specifically  described  in this Indenture for purposes of clause (i) of the
first  proviso  contained  in  Section  310(b)  of  the  Trust  Indenture  Act.

SECTION  6.9.    CORPORATE  TRUSTEE  REQUIRED;  ELIGIBILITY.

     There  shall  at  all  times  be  a  Trustee  hereunder  which  shall  be:

     (a)     an entity organized and doing business under the laws of the United
States  of  America  or  of any state or territory thereof or of the District of
Columbia,  authorized  under  such  laws  to exercise corporate trust powers and
subject to supervision or examination by Federal, state, territorial or District
of  Columbia  authority;  or

     (b)     an  entity  or  other Person organized and doing business under the
laws  of  a foreign government that is permitted to act as Trustee pursuant to a
rule,  regulation  or  order  of  the  Commission, authorized under such laws to
exercise  corporate  trust  powers, and subject to supervision or examination by
authority  of  such  foreign  government  or  a  political  subdivision  thereof
substantially  equivalent  to  supervision  or  examination applicable to United
States  institutional  trustees;

in  either case having a combined capital and surplus of at least $50,000,000.00
and  subject  to  supervision  or examination by Federal or state authority.  If
such entity 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,  the combined capital and surplus of such
entity  shall  be  deemed to be its combined capital and surplus as set forth in
its  most  recent  report  of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in  this  Article.  Neither  the  Company  nor any Person directly or indirectly
controlling,  controlled by or under common control with the Company shall serve
as  Trustee  for  the  Securities  of  any  series  issued  hereunder.


                                      -49-
<PAGE>
SECTION  6.10.  RESIGNATION  AND  REMOVAL;  APPOINTMENT  OF  SUCCESSOR.

     (a)     No  resignation  or  removal of the Trustee and no appointment of a
successor  Trustee  pursuant  to  this  Article shall become effective until the
acceptance  of  appointment  by  the  successor  Trustee  under  Section  6.11.

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

     (c)     The  Trustee  may  be  removed  at  any  time  with  respect to the
Securities  of  any  series  by  Act  of  the Holders of a majority in aggregate
principal  amount of the Outstanding Securities of such series, delivered to the
Trustee  and  to  the  Company.

     (d)     If  at  any  time:

          (1)     the  Trustee  shall  fail  to  comply  with  Section 6.8 after
     written  request  therefor  by  the Company or by any Holder who has been a
     bona  fide  Holder  of  a  Security  for  at  least  six  months;  or

          (2)     the  Trustee  shall cease to be eligible under Section 6.9 and
     shall  fail  to  resign after written request therefor by the Company or by
     any  such  Holder;  or

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

then,  in  any such case, (i) the Company, acting pursuant to the authority of a
Board  Resolution,  may remove the Trustee with respect to the Securities of all
series  issued  hereunder,  or  (ii) subject to Section 5.14, any Holder who has
been  a bona fide Holder of a Security for at least six months may, on behalf of
such  Holder  and all others similarly situated, petition any court of competent
jurisdiction  for  the  removal of the Trustee with respect to the Securities of
all  series  issued  hereunder  and  the  appointment  of a successor Trustee or
Trustees.

     (e)     If  the  Trustee  shall  resign,  be removed or become incapable of
acting,  or if a vacancy shall occur in the office of Trustee for any cause with
respect  to  the  Securities  of  one  or  more  series, the Company, by a Board
Resolution,  shall  promptly  appoint  a  successor  Trustee with respect to the


                                      -50-
<PAGE>
Securities of that or those series.  If, within one year after such resignation,
removal  or incapability, or the occurrence of such vacancy, a successor Trustee
with  respect  to  the Securities of any series shall be appointed by Act of the
Holders  of  a  majority  in  aggregate  principal  amount  of  the  Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor  Trustee  so  appointed  shall,  forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such
series  and  supersede  the  successor  Trustee appointed by the Company.  If no
successor  Trustee  with respect to the Securities of any series shall have been
so  appointed  by  the  Company  or  the Holders and accepted appointment in the
manner  hereinafter  provided,  any  Holder who has been a bona fide Holder of a
Security of such series for at least six months may, subject to Section 5.14, on
behalf  of  such Holder and all others similarly situated, petition any court of
competent  jurisdiction  for the appointment of a successor Trustee with respect
to  the  Securities  of  such  series.

     (f)     The  Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of  a  successor Trustee with respect to the Securities of any series by mailing
written  notice  of  such  event  by  first-class  mail, postage prepaid, to the
Holders  of Securities of such series as their names and addresses appear in the
Securities  Register.  Each  notice  shall  include  the  name  of the successor
Trustee  with  respect  to  the Securities of such series and the address of its
Corporate  Trust  Office.

SECTION  6.11.     ACCEPTANCE  OF  APPOINTMENT  BY  SUCCESSOR.

     (a)     In  case  of  the appointment hereunder of a successor Trustee with
respect  to  all  Securities,  every  such  successor Trustee so appointed shall
execute,  acknowledge  and deliver to the Company and to the retiring Trustee an
instrument  accepting such appointment, and thereupon the resignation or removal
of  the  retiring  Trustee  shall  become  effective and such successor Trustee,
without  any  further  act, deed or conveyance, shall become vested with all the
rights,  powers,  trusts and duties of the retiring Trustee; but, on the request
of  the  Company  or  the  successor  Trustee, such retiring Trustee shall, upon
payment  of  its charges, execute and deliver an instrument transferring to such
successor  Trustee all the rights, powers 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)     In  case  of  the appointment hereunder of a successor Trustee with
respect  to the Securities of one or more (but not all) series, the Company, the
retiring  Trustee  and  each successor Trustee with respect to the Securities of
one  or  more  series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain  such  provisions  as  shall  be  necessary or desirable to transfer and
confirm  to,  and  to  vest  in,  each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or  those series to which the appointment of such successor Trustee relates, (2)
if  the  retiring  Trustee is not retiring with respect to all Securities, shall
contain  such  provisions  as  shall be deemed necessary or desirable to confirm
that  all  the  rights,  powers,  trusts and duties of the retiring Trustee with
respect  to  the  Securities  of  that  or those series as to which the retiring


                                      -51-
<PAGE>
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3)  shall  add to or change any of the provisions of this Indenture as shall be
necessary  to  provide  for  or  facilitate  the  administration  of  the trusts
hereunder  by  more than one Trustee, it being understood that nothing herein or
in  such supplemental indenture shall constitute such Trustees or co-trustees of
the  same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder  separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture  the  resignation  or  removal  of  the  retiring Trustee shall become
effective  to  the  extent  provided  therein  and  each removal of the retiring
Trustee,  without  any further act, deed or conveyance, shall become vested with
all  the rights, powers, trusts, and duties of the retiring Trustee with respect
to  the  Securities  of  that  or  those series to which the appointment of such
successor  Trustee  relates;  but,  on  request  of the Company or any successor
Trustee,  such  retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with  respect to the Securities of that or those series to which the appointment
of  such  successor  Trustee  relates.

     (c)     Upon  request  of  any  such  successor  Trustee, the Company shall
execute  any  and  all  instruments  for more fully and certainly vesting in and
confirming  to  such successor Trustee all rights, powers and trusts referred to
in  paragraphs  (a)  or  (b)  of  this  Section  6.11,  as  the  case  may  be.

     (d)     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  VI.

SECTION  6.12.     MERGER,  CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any  entity into which the Trustee may be merged or converted or with which
it  may  be consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding to
all  or  substantially all of the corporate trust business of the Trustee, shall
be  the  successor  of  the  Trustee  hereunder,  provided  such entity shall be
otherwise  qualified  and  eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In  case any Securities shall have been authenticated, but not delivered, by the
Trustee  then in office, any successor by merger, conversion or consolidation to
such  authenticating  Trustee  may  adopt  such  authentication  and deliver the
Securities  so  authenticated,  and  in  case any Securities shall not have been
authenticated,  any  successor  to  the Trustee may authenticate such Securities
either  in  the name of any predecessor Trustee or in the name of such successor
Trustee,  and in all cases the certificate of authentication shall have the full
force  which it is provided anywhere in the Securities or in this Indenture that
the  certificate  of  the  Trustee  shall  have.

SECTION  6.13.     PREFERENTIAL  COLLECTION  OF  CLAIMS  AGAINST  COMPANY.


                                      -52-
<PAGE>
     If  and  when  the Trustee shall be or become a creditor of the Company (or
any  other  obligor  upon  the  Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the  Company  (or  any  such  other  obligor).

SECTION  6.14.     APPOINTMENT  OF  AUTHENTICATING  AGENT.

     The  Trustee  may appoint an Authenticating Agent or Agents with respect to
one  or more series of Securities, which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and  upon  exchange,  registration  of transfer or partial redemption thereof or
pursuant  to  Section  3.6, and Securities 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.  Wherever reference is
made  in  this Indenture to the authentication and delivery of Securities by the
Trustee  or the Trustee's certificate of authentication, such reference shall be
deemed  to  include  authentication  and delivery on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent  shall  be acceptable to the
Company  and  shall at all times be an entity organized and doing business under
the  laws  of the United States of America, or of any state or territory thereof
or  of  the  District  of  Columbia,  authorized  under  such  laws  to  act  as
Authenticating  Agent,  having  a  combined capital and surplus of not less than
$50,000,000.00  and  subject  to  supervision or examination by Federal or state
authority.  If such Authenticating Agent publishes reports of condition at least
annually,  pursuant  to  law  or  to  the  requirements  of  said supervising or
examining  authority, then for the purposes of this Section the combined capital
and  surplus  of  such  Authenticating  Agent shall be deemed to be its combined
capital  and  surplus  as  set  forth  in its most recent report of condition so
published.  If at any time an Authenticating Agent shall cease to be eligible in
accordance  with the provisions of this Section, such Authenticating Agent shall
resign  immediately in the manner and with the effect specified in this Section.

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

     An  Authenticating  Agent  may  resign at any time by giving written notice
thereof  to  the  Trustee  and  to  the  Company.  The  Trustee  may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to  such  Authenticating Agent and to the Company.  Upon receiving such a notice
of  resignation  or  upon  such  a  termination,  or  in  case  at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this Section, the Trustee may appoint a successor Authenticating
Agent,  which  shall  be acceptable to the Company and shall give notice of such
appointment  in  the manner provided in Section 1.6 to all Holders of Securities
of  the  series with respect to which such Authenticating Agent will serve.  Any
successor  Authenticating  Agent  upon  acceptance hereunder shall become vested


                                      -53-
<PAGE>
with  all  the rights, powers and duties of its predecessor hereunder, with like
effect  as  if  originally  named  as  an  Authenticating  Agent.  No  successor
Authenticating  Agent  shall be appointed unless eligible under the provision of
this  Section.

     The  Company  agrees  to pay to each Authenticating Agent from time to time
reasonable  compensation  for  its  services under this Section, and the Trustee
shall  be  entitled to be reimbursed for such payment, subject to the provisions
of  Section  6.7.

     If  an  appointment  with respect to one or more series is made pursuant to
this  Section,  the  Securities  of  such  series  may have endorsed thereon, in
addition  to  the  Trustee's  certificate  of  authentication,  an  alternative
certificate  of  authentication  in  the  following  form:

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


Dated:  __________________               WILMINGTON  TRUST  COMPANY,
                                         as  Trustee

                                         By:  ____________________________
                                         As Authenticating Agent for the Trustee



                                         By:  ____________________________
                                         Name  of  Authorized  Officer:
                                         Title:



                                   ARTICLE VII
                      HOLDER LISTS AND REPORTS BY TRUSTEE,
                            PAYING AGENT AND COMPANY

SECTION  7.1.     COMPANY  TO  FURNISH  TRUSTEE  NAMES AND ADDRESSES OF HOLDERS.

     The  Company  will  furnish  or  cause  to be furnished to the Trustee with
respect  to  Securities  of  each series for which it acts as Trustee hereunder:

     (a)     quarterly, not more than 15 days after the each regular record date
for each Interest Payment Date in each year, a list, in such form as the Trustee
may  reasonably  require,  of  the names and addresses of the Holders as of each
such  record  date;  and


                                      -54-
<PAGE>
     (b)     at  such  other times as the Trustee may request in writing, within
30  days after the receipt by the Company of any such request, a list of similar
form  and content as of a date not more than 15 days prior to the time such list
is  furnished; provided, however, no such list need be furnished, if and so long
as  the  Trustee  is  the  Securities  Registrar.

SECTION  7.2.     PRESERVATION  OF  INFORMATION;  COMMUNICATIONS  TO  HOLDERS.

     (a)     The  Trustee  shall preserve, in as current a form as is reasonably
practicable,  the  names  and  addresses of Holders contained in the most recent
list  furnished  to  the  Trustee  as  provided in Section 7.1 and the names and
addresses  of  Holders  received  by  the  Trustee in its capacity as Securities
Registrar.  The  Trustee  may  destroy  any  list furnished to it as provided in
Section  7.1  upon  receipt  of  a  new  list  so  furnished.

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

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

SECTION  7.3.     REPORTS  BY  TRUSTEE  AND  PAYING  AGENT.

     (a)     The  Trustee  shall transmit to Holders such reports concerning the
Trustee  and its actions under this Indenture as may be required pursuant to the
Trust  Indenture  Act, at the times and in the manner provided pursuant thereto.

     (b)     Reports  so  required  to be transmitted at stated intervals of not
more  than  12  months  shall  be  transmitted  no later than January 31 in each
calendar  year, commencing with the first January 31 after the first issuance of
Securities  under  this  Indenture.

     (c)     A  copy of each such report shall, at the time of such transmission
to  Holders, be filed by the Trustee with each securities exchange, if any, upon
which  any  Securities  are  listed, and also with the Commission, if and to the
extent  then  required  by  the Commission's rules and regulations.  The Company
will  notify  the  Trustee  when  any  Securities  are  listed on any securities
exchange.


                                      -55-
<PAGE>
     (d)     The  Paying  Agent  shall  comply  with  all  withholding,  backup
withholding,  tax  and  information  reporting  requirements  under the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder
with  respect  to  payments  on,  or  with  respect  to,  the  Securities.

SECTION  7.4.     REPORTS  BY  COMPANY.

     The  Company  shall file or cause to be filed with the Trustee and with the
Commission,  if  and  to  the extent then required by the Commission's rules and
regulations,  and  transmit  to  Holders,  such information, documents and other
reports,  and  such  summaries thereof, as may be required pursuant to the Trust
Indenture  Act  at  the  times and in the manner provided in the Trust Indenture
Act,  if  this  Indenture  is  then  qualified  under  and  subject to the Trust
Indenture  Act.  In the case of information, documents or reports required to be
filed  with  the  Commission  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act,  the  Company  shall file or cause the filing of such information
documents or reports with the Trustee within 15 days after the same are required
to be filed with the Commission. Annually, by March 31 of each year, the Company
will  file  with the Trustee a certificate of compliance with all conditions and
covenants  applicable  to  the  Company  hereunder.


                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION  8.1.     COMPANY  MAY  CONSOLIDATE,  ETC.,  ONLY  ON  CERTAIN  TERMS.

     The  Company  shall  not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to  any  Person,  unless:

          (1)     the  Person resulting from such consolidation or merger or the
     Person to which the Company conveys, transfers or leases its properties and
     assets  substantially  as  an  entirety  shall  be  an entity organized and
     existing  under  the  laws  of  the  United  States of America or any state
     thereof  or  the  District  of  Columbia  and shall expressly assume, by an
     indenture  supplemental  hereto,  executed and delivered to the Trustee, in
     form  satisfactory  to  the  Trustee,  the  due and punctual payment of the
     principal  of  (and  premium,  if  any),  interest  (including  Additional
     Interest,  if  any)  and  Additional Sums, if any, on all the Securities of
     every series and the performance of every covenant of this Indenture on the
     part of the Company to be performed or observed; provided, however, nothing
     herein  shall  be  deemed  to  restrict  or  prohibit,  and no supplemental
     indenture  shall  be  required  in  the  case of, the merger of a Principal
     Subsidiary  with  and  into  a  Principal  Subsidiary  or  the Company, the
     consolidation  of Principal Subsidiaries into a Principal Subsidiary or the
     Company,  or  the  sale or other disposition of all or substantially all of
     the  assets  of any Principal Subsidiary to another Principal Subsidiary or
     the  Company,  if,  in  any  such case in which the surviving, resulting or
     acquiring  entity  is  not  the Company, the Company would own, directly or


                                      -56-
<PAGE>
     indirectly,  at  least  80%  of  the  voting  securities  of  the Principal
     Subsidiary  (and  in the case of any other Principal Subsidiary, any voting
     securities  of  which  are owned, directly or indirectly, by such Principal
     Subsidiary)  surviving  such  merger,  resulting from such consolidation or
     acquiring  such  assets;

          (2)     immediately  after giving effect to such transaction, no Event
     of  Default,  and  no  event  that, after notice or lapse of time, or both,
     would  constitute  an  Event  of  Default,  shall  have  occurred  and  be
     continuing;  and

          (3)     the  Company  has  delivered  to  the  Trustee  an  Officers'
     Certificate  and  an  Opinion  of  Counsel,  each  stating  that  such
     consolidation,  merger,  conveyance,  transfer  or  lease  and  any  such
     supplemental  indenture  comply  with  this Article and that all conditions
     precedent  herein  provided  for  relating  to  such  transaction have been
     complied  with  and met. The Trustee, subject to Section 6.1, may rely upon
     such  Officers' Certificates and Opinions of Counsel as conclusive evidence
     that  such  transaction  complies  with  this  Section  8.1.

SECTION  8.2.     SUCCESSOR  COMPANY  SUBSTITUTED.

     Upon  any  consolidation  or  merger  by the Company with or into any other
Person,  or  any  conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1, the successor entity formed by such consolidation or into which the Company
is  merged  or to which such conveyance, transfer or lease is made shall succeed
to,  and  be  substituted  for,  and  may exercise every right and power of, the
Company  under  this  Indenture with the same effect as if such successor Person
had  been  named  as  the  Company  herein;  and in the event of any conveyance,
transfer  or  lease  of  the Company's properties and assets substantially as an
entirety  and  not  as  part  of a merger or consolidation, the Company shall be
discharged  from  all  obligations  and  covenants  under  the Indenture and the
Securities.

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


                                      -57-
<PAGE>
     In  case of any such consolidation, merger, sale, conveyance or lease, such
changes  in  phraseology and form may be made in the Securities thereafter to be
issued  as  may  be  appropriate.


                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION  9.1.     SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT  OF  HOLDERS.

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

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

          (2)     to  convey,  transfer, assign, mortgage or pledge any property
     to or with the Trustee, or to surrender any right or power herein conferred
     upon  the  Company;  or

          (3)     to  establish the form or terms of Securities of any series as
     permitted  by  Sections  2.1  or  3.1;  or

          (4)     to  facilitate  the  issuance  of  Securities of any series in
     certificated  or  other  definitive  form;  or

          (5)     to  add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for  the  benefit  of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of the series
     specified),  or  to  surrender any right or power herein conferred upon the
     Company;  or

          (6)     to add any additional Events of Default for the benefit of the
     Holders  of  all or any series of Securities (and if such additional Events
     of  Defaults  are  to  be  for  the  benefit  of  less  than  all series of
     Securities,  stating  that  such additional Events of Default are expressly
     being  included  solely  for  the  benefit  of  the  series  specified); or

          (7)     to  change  or  eliminate  any  of  the  provisions  of  this
     Indenture,  provided  that  any such change or elimination shall (a) become
     effective  only when there is no Security Outstanding of any series created
     prior  to  the execution of such supplemental indenture that is entitled to
     the  benefit  of  such  provision  or  (b)  not  apply  to  any Outstanding
     Securities;  or


                                      -58-
<PAGE>
          (8)     to  cure any ambiguity, to correct or supplement any provision
     herein  that  may  be  defective  or  inconsistent with any other provision
     herein  or  in  any  Trust  Agreement establishing an Issuer Trust to which
     Securities  have  been or are to be issued, or to make any other provisions
     with respect to matters or questions arising under this Indenture, provided
     that such action pursuant to this clause (8) shall not adversely affect the
     (i)  interests  of  the Holders of Securities of any series in any material
     respect  or,  (ii)  in  the case of the Securities of a series issued to an
     Issuer  Trust and for so long as any of the corresponding series of Capital
     Securities  issued  by  such  Issuer  Trust  shall  remain outstanding, the
     interests  of  holders  of  such  Capital  Securities;  or

          (9)     to  evidence  and  provide  for  the acceptance of appointment
     hereunder  by  a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as  shall  be  necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of  Section  6.11(b);  or

          (10)     to comply with the requirements of the Commission in order to
     effect  or  maintain  the  qualification  of this Indenture under the Trust
     Indenture  Act.

SECTION  9.2.     SUPPLEMENTAL  INDENTURES  WITH  CONSENT  OF  HOLDERS.

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

          (1)     change  the  Stated  Maturity  of  the  principal  of,  or any
     installment  of  interest  (including  any  Additional  Interest)  on,  any
     Security,  or  reduce  the principal amount thereof or the rate of interest
     thereon  or  any premium payable upon the redemption thereof, or reduce the
     amount  of  principal  of a Discount Security that would be due and payable
     upon  a  declaration  of  acceleration  of the Maturity thereof pursuant to
     Section  5.2,  change  any obligation of the Company to pay Additional Sums
     pursuant  to Section 10.6 hereof (except as contemplated by Section 8.1 and
     permitted  by Section 9.1(1)), or change the place of payment where, or the
     coin  or  currency  in which, any Security or interest thereon or any other
     sum  is  payable, or impair the right to institute suit for the enforcement
     of  any  such  payment  on or after the Stated Maturity thereof (or, in the
     case  of  redemption,  on  or  after  the  Redemption  Date),  or


                                      -59-
<PAGE>
          (2)     reduce  the  percentage  in  aggregate principal amount of the
     Outstanding  Securities  of  any  series,  the  consent of whose Holders is
     required  for  any  such  supplemental  indenture,  or the consent of whose
     Holders  is  required for any waiver (of compliance with certain provisions
     of  this  Indenture  or  certain defaults hereunder and their consequences)
     provided  for  in  this  Indenture,  or

          (3)     modify  any of the provisions of this Section, Section 5.13 or
     Section  10.5,  except  to  increase any such percentage or to provide that
     certain  other  provisions  of  this Indenture cannot be modified or waived
     without  the  consent  of  the  Holder  of  each Security affected thereby;

     provided,  further,  that, in the case of the Securities of a series issued
     to  an  Issuer Trust, so long as any of the corresponding series of Capital
     Securities  issued  by  such  Issuer Trust remains outstanding, (i) no such
     amendment  shall be made that adversely affects the holders of such Capital
     Securities  in  any  material respect, and no termination of this Indenture
     shall  occur,  and no waiver of any Event of Default or compliance with any
     covenant under this Indenture shall be effective, without the prior consent
     of  the  holders of at least a majority of the aggregate Liquidation Amount
     of such Capital Securities then outstanding, unless and until the principal
     of  (and premium, if any, on) the Securities of such series and all accrued
     and  (subject  to  Section  3.8)  unpaid  interest  (including  Additional
     Interest,  if  any)  thereon  have been paid in full, and (ii) no amendment
     shall be made to Section 5.8 of this Indenture that would impair the rights
     of  the  holders  of  Capital Securities issued by an Issuer Trust provided
     therein  without  the  prior  consent  of  the holders of each such Capital
     Security  then  outstanding unless and until the principal of (and premium,
     if  any,  on) the Securities of such series and all accrued and (subject to
     Section  3.8)  unpaid  interest  (including  Additional  Interest,  if any)
     thereon  have  been  paid  in  full.

     A  supplemental  indenture that changes or eliminates any covenant or other
provision  of  this  Indenture  that  has expressly been included solely for the
benefit  of  one  or  more  particular series of Securities or any corresponding
series of Capital Securities of an Issuer Trust that holds the Securities of any
series,  or that modifies the rights of the Holders of Securities of such series
or  the  holders  of  such  Capital Securities of such corresponding series with
respect  to  such covenant or other provision, shall be deemed not to affect the
rights  under this Indenture of the Holders of Securities of any other series or
the  holders  of  Capital  Securities  of  any  other such corresponding series.

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

SECTION  9.3.     EXECUTION  OF  SUPPLEMENTAL  INDENTURES.


                                      -60-
<PAGE>
     In executing or accepting the additional trusts created by any supplemental
indenture  permitted  by this Article or the modifications thereby of the trusts
created  by  this  Indenture,  the  Trustee  shall  be  entitled to receive, and
(subject  to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate  and  an  Opinion  of  Counsel  stating  that  the execution of such
supplemental  indenture  is  authorized or permitted by this Indenture, and that
all  conditions  precedent herein provided for relating to such action have been
complied  with.  The  Trustee may, but shall not be obligated to, enter into any
such  supplemental  indenture  that  affects the Trustee's own rights, duties or
immunities  under  this  Indenture  or  otherwise.

SECTION  9.4.     EFFECT  OF  SUPPLEMENTAL  INDENTURES.

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

SECTION  9.5.     CONFORMITY  WITH  TRUST  INDENTURE  ACT.

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

SECTION  9.6.     REFERENCE  IN  SECURITIES  TO  SUPPLEMENTAL  INDENTURES.

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


                                    ARTICLE X
                                    COVENANTS

SECTION  10.1.     PAYMENT  OF  PRINCIPAL,  PREMIUM  AND  INTEREST.

     The  Company  covenants  and  agrees  for  the  benefit  of  each series of
Securities  that  it will duly and punctually pay the principal of (and premium,
if  any)  and interest (including Additional Interest, if any) on the Securities
of  that  series  in  accordance  with  the  terms  of  such Securities and this
Indenture.

SECTION  10.2.     MAINTENANCE  OF  OFFICE  OR  AGENCY.


                                      -61-
<PAGE>
     The  Company  will  maintain  in  each  Place  of Payment for any series of
Securities  an office or agency where Securities of that series may be presented
or  surrendered  for payment, where Securities of that series may be surrendered
for  registration  of  transfer  or exchange and where notices and demands to or
upon  the Company in respect of the Securities of that series and this Indenture
may  be  served.  The Company initially appoints the Trustee, acting through its
Corporate  Trust  Office, as its agent for said purposes.  The Company will give
prompt  written  notice to the Trustee of any change in the location of any such
office or agency.  If at any time the Company shall fail to maintain such office
or  agency  or  shall fail to furnish the Trustee with the address thereof, such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office  of  the  Trustee,  and the Company hereby appoints the
Trustee  as its agent to receive all such presentations, surrenders, notices and
demands.

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

SECTION  10.3.     MONEY  FOR  SECURITY  PAYMENTS  TO  BE  HELD  IN  TRUST.

     If  the  Company shall at any time act as its own Paying Agent with respect
to  any  series  of  Securities,  it  will,  on  or  before each due date of the
principal  of  (and premium, if any) or interest (including Additional Interest,
if any) on any of the Securities of such series, segregate and hold in trust for
the  benefit  of  the  Persons  entitled  thereto  a  sum  sufficient to pay the
principal  (and  premium, if any) or interest (including Additional Interest) so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its failure so to
act.

     Whenever  the  Company shall have one or more Paying Agents, it will, prior
to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if
any)  or interest, including Additional Interest on any Securities, deposit with
a  Paying  Agent  a sum sufficient to pay the principal (and premium, if any) or
interest,  including Additional Interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal (and premium, if
any)  or  interest, including Additional Interest, and (unless such Paying Agent
is  the  Trustee) the Company will promptly notify the Trustee of its failure so
to  act.

     The  Company will cause each Paying Agent other than the Trustee to execute
and  deliver to the Trustee an instrument in which such Paying Agent shall agree
with  the  Trustee,  subject to the provisions of this Section, that such Paying
Agent  will:


                                      -62-
<PAGE>
     (1)     hold  all  sums held by it for the payment of the principal of (and
premium,  if  any) or interest (including Additional Interest) on the Securities
of  a series in trust for the benefit of the Persons entitled thereto until such
sums  shall be paid to such Persons or otherwise disposed of as herein provided;

     (2)     give the Trustee notice of any default by the Company (or any other
obligor  upon  such  Securities)  in the making of any payment of principal (and
premium, if any) or interest (or Additional Interest) in respect of any Security
of  any  series;

     (3)     at any time during the continuance of any default with respect to a
series  of Securities, upon the written request of the Trustee, forthwith pay to
the  Trustee all sums so held in trust by such Paying Agent with respect to such
series;  and

     (4)     comply with the provisions of the Trust Indenture Act applicable to
it  as  a  Paying  Agent.

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

     Any  money  deposited with the Trustee or any Paying Agent, or then held by
the  Company in trust for the payment of the principal of (and premium, if any),
and/or  interest  (including Additional Interest) on, any Security and remaining
unclaimed  for  two  years  after  such  principal (and premium, if any), and/or
interest  (including  Additional  Interest)  has  become  due  and payable shall
(unless  otherwise  required  by  mandatory  provision  of applicable escheat or
abandoned  or unclaimed property law) be paid on Company Request to the Company,
or  (if  then held by the Company) shall (unless otherwise required by mandatory
provision  of  applicable  escheat  or  abandoned  or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all  liability  of  the  Trustee or such Paying Agent with respect to such trust
money,  and  all  liability  of  the Company as trustee thereof, shall thereupon
cease; provided, the Trustee or such Paying Agent, before being required to make
any  such  repayment,  may, at the expense of the Company, cause to be published
once, in a newspaper published in the English language, customarily published on
each  Business  Day  and of general circulation in the Borough of Manhattan, the
City  of  New  York and in each Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30  days  from the date of such publication, any unclaimed balance of such money
then  remaining  will  be  repaid  to  the  Company.

SECTION  10.4.     STATEMENT  AS  TO  COMPLIANCE.


                                      -63-
<PAGE>
     The  Company shall deliver to the Trustee, within 120 days after the end of
each  fiscal  year  of  the  Company  ending after the date hereof, an Officers'
Certificate  covering the preceding calendar year, stating whether or not to the
best  knowledge  of  the  signers  thereof  the  Company  is  in  default in the
performance,  observance  or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.  For the purpose of this Section 10.4, compliance
shall  be determined without regard to any grace period or requirement of notice
provided  pursuant  to  the  terms  of  this  Indenture.

SECTION  10.5.     WAIVER  OF  CERTAIN  COVENANTS.

     Subject to the rights of holders of Capital Securities specified in Section
9.2,  if any, the Company may omit in any particular instance to comply with any
covenant  or  condition  provided  pursuant  to  Section 3.1 with respect to the
Securities  of  any  series, if before or after the time for such compliance the
Holders  of at least a majority in aggregate principal amount of the Outstanding
Securities  of  such  series  shall,  by  Act of such Holders, either waive such
compliance  in such instance or generally waive compliance with such covenant or
condition,  but  no  such  waiver  shall  extend  to  or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company in respect of any such covenant
or  condition  shall  remain  in  full  force  and  effect.

SECTION  10.6.     ADDITIONAL  SUMS.

     In  the  case  of  the Securities of a series initially issued to an Issuer
Trust,  so long as no Event of Default has occurred and is continuing and except
as  otherwise specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer  Trust is the Holder of all of the Outstanding Securities of such series,
and  (ii)  a  Tax Event has occurred and is continuing in respect of such Issuer
Trust,  the Company shall pay to such Issuer Trust (and its permitted successors
or  assigns  under the related Trust Agreement) for so long as such Issuer Trust
(or  its  permitted  successors  or  assigns)  is  the  registered holder of the
Outstanding  Securities of such series, such additional sums as may be necessary
in  order that the amount of Distributions (including any Additional Amounts (as
defined  in  such Trust Agreement)) then due and payable by such Issuer Trust on
its Capital Securities and Common Securities that at any time remain outstanding
in  accordance  with  the terms thereof shall not be reduced as a result of such
Additional  Taxes  (the  "Additional  Sums").  Whenever in this Indenture or the
                          ----------------
Securities there is a reference in any context to the payment of principal of or
interest  on  the Securities, such mention shall be deemed to include mention of
the payments of the Additional Sums provided for in this paragraph to the extent
that,  in such context, Additional Sums are, were or would be payable in respect
thereof  pursuant to the provisions of this paragraph and express mention of the
payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed  as  excluding  Additional  Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of  interest  pursuant  to  Section  3.12  on the Securities shall not defer the
payment  of  any  Additional  Sums  that  may  be  due  and  payable.


                                      -64-
<PAGE>
SECTION  10.7.     ADDITIONAL  COVENANTS.

     The  Company  covenants  and  agrees with each Holder of Securities of each
series  that  it shall not (x) declare or pay any dividends or distributions on,
or  redeem, purchase, acquire or make a liquidation payment with respect to, any
shares  of  the Company's capital stock, or (y) make any payment of principal of
or  interest  or  premium,  if  any,  on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest  to  the  Securities  of  such  series  (other  than  (a)  repurchases,
redemptions  or  other acquisitions of shares of capital stock of the Company in
connection  with  any  employment  contract, benefit, or incentive plan or other
similar  arrangement  with  or  for  the  benefit  of any one or more employees,
officers,  directors  or  consultants  of  the  Company  or its Subsidiaries, in
connection  with a dividend reinvestment or stock purchase plan or in connection
with  the  issuance  of  capital stock of the Company (or securities convertible
into  or  exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period or other event
referred  to below, (b) as a result of an exchange or conversion of any class or
series  of  the Company's capital stock (or any capital stock of a Subsidiary of
the  Company)  for  any class or series of the Company's capital stock or of any
class  or  series  of  the Company's indebtedness for any class or series of the
Company's  capital  stock, (c) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such  capital  stock  or  the  security  being  converted  or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights,  stock  or  other  property  under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise  of  such  warrants, options or other rights is the same stock as
that  on  which the dividend is being paid or ranks pari passu with or junior to
such  stock),  if  at  such  time (i) there shall have occurred any event (A) of
which  the  Company  has  actual knowledge that with the giving of notice or the
lapse  of  time,  or  both,  would constitute an Event of Default under Sections
5.1(1),  (2), (3), (4) or (5) with respect to the Securities of such series, and
(B) which the Company shall not have taken reasonable steps to cure, (ii) if the
Securities  of  such series are held by an Issuer Trust, the Company shall be in
default  with  respect  to  its  payment  of any obligations under the Guarantee
relating  to  the  Capital  Securities issued by such Issuer Trust, or (iii) the
Company  shall  have  given  notice of its election to begin an Extension Period
with  respect  to the Securities of such series as provided herein and shall not
have  rescinded  such  notice, or such Extension Period or any extension thereof
shall  be  continuing.

     The  Company  also  covenants  with  each  Holder of Securities of a series
issued  to  an  Issuer  Trust  (i)  to hold, directly or indirectly, 100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the Company as provided under Section 8.2 may succeed to the Company's ownership
of  such  Common  Securities,  (ii)  as holder of such Common Securities, not to
voluntarily terminate, wind up or liquidate such Issuer Trust, other than (a) in
connection  with  a distribution of the Securities of such series to the holders
of the related Capital Securities in liquidation of such Issuer Trust, or (b) in
connection  with  certain  mergers, consolidations or amalgamations permitted by


                                      -65-
<PAGE>
the related Trust Agreement, and (iii) to use its reasonable efforts, consistent
with  the  terms  and  provisions  of such Trust Agreement, to cause such Issuer
Trust  to  continue  to  be taxable as a grantor trust for United States Federal
income  tax  purposes.

SECTION  10.8.     FURNISHING  ANNUAL  INFORMATION.

     On  or  before  December  15  of  each year during which any Securities are
outstanding,  the Company shall furnish to each Paying Agent such information as
may be reasonably requested by each Paying Agent in order that each Paying Agent
may  prepare  the  information  which  it is required to report for such year on
Internal  Revenue  Service  Forms  1096 and 1099 pursuant to Section 6049 of the
Internal  Revenue  Code of 1986, as amended.  Such information shall include the
amount  of  any original issue discount includable in income for each authorized
minimum  denomination  of  principal  amount  at  Stated Maturity of outstanding
Securities  during  such  year.


                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION  11.1.     APPLICABILITY  OF  THIS  ARTICLE.

     Redemption  of  Securities  of  any  series as permitted or required by the
terms of any form of Security issued pursuant to this Indenture shall be made in
accordance  with  the terms of such form of Security and this Article; provided,
however,  if  any provision of any such form of Security shall conflict with any
provision  of this Article, the provision of such form of Security shall govern.
Any  redemption  of  any  Security  prior  to  its Stated Maturity shall also be
subject to prior notice, and approval of (or notice of intent not to disapprove)
the  redemption,  if then required by the capital adequacy rules or otherwise by
the  Federal  Reserve  applicable  to  the  Company  at  that  time.

SECTION  11.2.     ELECTION  TO  REDEEM;  NOTICE  TO  TRUSTEE.

     The  election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution.  In case of any redemption at the election of
the  Company, the Company shall, not less than 30 nor more than 60 days prior to
the  Redemption  Date  (unless  a  shorter  notice  shall be satisfactory to the
Trustee),  notify the Trustee and, in the case of Securities of a series held by
an Issuer Trust, the Property Trustee under the related Trust Agreement, of such
date  and  of  the principal amount of Securities of the applicable series to be
redeemed  and  provide the additional information required to be included in the
notice  or  notices  contemplated by Section 11.4; provided that, in the case of
any  series  of  Securities  initially issued to an Issuer Trust, for so long as
such  Securities  are  held by such Issuer Trust, such notice shall be given not
less  than  45  nor  more  than  75 days prior to such Redemption Date (unless a
shorter  notice  shall be satisfactory to the Property Trustee under the related


                                      -66-
<PAGE>
Trust  Agreement).  In  the  case  of  any redemption of Securities prior to the
expiration  of  any restriction on such redemption provided in the terms of such
Securities,  the Company shall furnish the Trustee with an Officers' Certificate
and  an  Opinion  of  Counsel  evidencing  compliance  with  such  restriction.

SECTION  11.3.     SELECTION  OF  SECURITIES  TO  BE  REDEEMED.

     If  less  than  all  the  Securities  of any series are to be redeemed, the
particular  Securities  to  be  redeemed shall be selected not more than 60 days
prior  to the Redemption Date by the Trustee, from the Outstanding Securities of
such  series not previously called for redemption, by such method as the Trustee
shall  deem  fair  and  appropriate  and which may provide for the selection for
redemption  of a portion of the principal amount of any Security of such series,
provided  that  the  unredeemed  portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized  denomination)  for  such  Security.

     The  Trustee shall promptly notify the Company in writing of the Securities
selected for partial redemption and the principal amount thereof to be redeemed.
For  all  purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any  Security  redeemed  or  to  be redeemed only in part, to the portion of the
principal  amount  of  such  Security  that  has  been  or  is  to  be redeemed.

SECTION  11.4.     NOTICE  OF  REDEMPTION.

     Notice  of  redemption shall be given by first-class mail, postage prepaid,
mailed  not  later  than  30  days,  and  not earlier than 60 days, prior to the
Redemption  Date, to each Holder of Securities to be redeemed, at the address of
such  Holder  as  it  appears  in  the  Securities  Register.

     With  respect  to  Securities of such series to be redeemed, each notice of
redemption  shall  state:

     (a)     the  Redemption  Date;

     (b)     the  Redemption  Price  or,  if  the  Redemption  Price  cannot  be
calculated  prior to the time the notice is required to be sent, the estimate of
the  Redemption  Price  provided  pursuant  to  the  Indenture  together  with a
statement  that  it  is an estimate and that the actual Redemption Price will be
calculated  on  the  third Business Day prior to the Redemption Date (if such an
estimate of the Redemption Price is given, a subsequent notice shall be given as
set  forth  above  setting  forth  the  Redemption  Price promptly following the
calculation  thereof);

     (c)     if  less  than all Outstanding Securities of such particular series
are  to be redeemed, the identification (and, in the case of partial redemption,
the  respective  principal amounts) of the particular Securities to be redeemed;


                                      -67-
<PAGE>
     (d)     that,  on the Redemption Date, the Redemption Price will become due
and  payable  upon  each  such  Security  or  portion thereof, and that interest
thereon  (including  Additional Interest, if any), if any, shall cease to accrue
on  and  after  said  date;

     (e)     the  Place  or  Places  of  Payment where such Securities are to be
surrendered  for  payment  of  the  Redemption  Price;

     (f)     such other provisions as may be required in respect of the terms of
a  particular  series  of  Securities;

     (g)     that the redemption is for a sinking fund, if such is the case; and

     (h)     the  CUSIP  number,  if  any.

     Notice  of  redemption  of Securities to be redeemed at the election of the
Company  shall  be  given  by  the  Company or, at the Company's request, by the
Trustee  in the name and at the expense of the Company and shall be irrevocable.
The  notice,  if  mailed  in  the  manner  provided above, shall be conclusively
presumed  to  have  been  duly  given,  whether  or not the Holder receives such
notice.  In any case, a failure to give such notice by mail or any defect in the
notice  to the Holder of any Security designated for redemption as a whole or in
part  shall not affect the validity of the proceedings for the redemption of any
other  Security.

SECTION  11.5.     DEPOSIT  OF  REDEMPTION  PRICE.

     Prior  to  10:00 A.M. Eastern Time, on the Redemption Date specified in the
notice of redemption given as provided in Section 11.4, the Company will deposit
with  the Trustee or with one or more Paying Agents (or if the Company is acting
as  its  own  Paying  Agent,  the  Company  will  segregate and hold in trust as
provided  in  Section  10.3) an amount of money sufficient to pay the Redemption
Price  of,  and any accrued interest (including Additional Interest) on, all the
Securities  (or  portions  thereof)  that  are  to  be  redeemed  on  that date.

SECTION  11.6.     PAYMENT  OF  SECURITIES  CALLED  FOR  REDEMPTION.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities  or  portion of Securities with respect to which such notice has been
given  shall  become  due  and  payable on the date and at each Place of Payment
stated  in such notice at the applicable Redemption Price, together with accrued
interest  (including  Additional  Interest,  if any) to the Redemption Date.  On
presentation  and  surrender  of such Securities duly endorsed or accompanied by
written  instruments  of  transfer executed by the Holder or its duly authorized
attorney,  in  form  satisfactory to the Company, the Trustee and the Securities


                                      -68-
<PAGE>
Registrar,  at  a Place of Payment in said notice specified, the said Securities
or  the  specified portions thereof shall be paid and redeemed by the Company at
the  applicable  Redemption  Price,  together  with  accrued interest (including
Additional  Interest,  if any) to the Redemption Date; provided, however, unless
otherwise  specified  as  contemplated  by Section 3.1, installments of interest
(including  Additional  Interest)  whose  Stated  Maturity is on or prior to the
Redemption  Date  will  be  payable to the Holders of such Securities, or one or
more  Predecessor Securities, registered as such at the close of business on the
relevant  record  dates  according  to their terms and the provisions of Section
3.8.

     Upon  presentation  of any Security redeemed in part only, duly endorsed or
accompanied by written instrument of transfer executed by the Holder or its duly
authorized  attorney,  in  form satisfactory to the Company, the Trustee and the
Securities  Registrar,  the  Company  shall  execute  and  the  Trustee  shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new  Security  or Securities of the same series, of authorized denominations, in
an aggregate principal amount equal to the unredeemed portion of the Security so
presented  and  having  the same Original Issue Date, Stated Maturity and terms.

     Unless  the  Company fails to deposit or pay the Redemption Price, together
with  accrued  interest  (including  Additional  Interest,  if  any),  upon  the
Redemption Date the Securities to be redeemed shall no longer be Outstanding and
no  interest  (including  Additional Interest, if any) shall accrue thereon, and
upon  receipt of any certification representing the redeemed Securities shall be
cancelled  as  provided  in Section 3.10.  If any Security called for redemption
shall  not  be  so paid under surrender thereof for redemption, the principal of
and  premium, if any, on such Security shall, until paid, bear interest from the
Redemption  Date  at  the  rate  prescribed  therefor  in  the  Security.

SECTION  11.7.     RIGHT  OF  REDEMPTION  OF  SECURITIES  INITIALLY ISSUED TO AN
ISSUER  TRUST.

     In  the  case  of  the Securities of a series initially issued to an Issuer
Trust, except as otherwise specified by Section 3.1, the Company, at its option,
may  redeem such Securities (i) on or after the date specified in such Security,
in  whole  at any time or in part from time to time, or (ii) upon the occurrence
and  during  the  continuation  of a Tax Event, an Investment Company Event or a
Capital Treatment Event, at any time within 90 days following the occurrence and
during  the  continuation of such Tax Event, Investment Company Event or Capital
Treatment  Event, in whole (but not in part), in each case at a Redemption Price
specified in such Security, together with accrued interest (including Additional
Interest,  if  any)  to  the  Redemption  Date.

     If  less than all the Securities of any such series are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after giving
effect  to  such redemption shall be sufficient to satisfy any provisions of the
Trust  Agreement  related  to  the  Issuer  Trust  to which such Securities were
issued,  including  any  requirement  in  such Trust Agreement as to the minimum
Liquidation  Amount  (as  defined  in  such Trust Agreement), if any, of Capital
Securities  that  may  be  held  by  a  holder  under  such  Trust  Agreement.


                                      -69-
<PAGE>
                                   ARTICLE XII
                                  SINKING FUNDS

Except  as  may be provided in any supplemental or amended indenture, no sinking
fund  shall be established or maintained for the retirement of Securities of any
series.

                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

SECTION  13.1.     SECURITIES  SUBORDINATE  TO  SENIOR  INDEBTEDNESS.

     The  Company  covenants  and  agrees, and each Holder of a Security, by its
acceptance  thereof,  likewise  covenants and agrees, that, to the extent and in
the  manner  hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including Additional Interest, if any) on
each  and  all  of  the Securities of each and every series are hereby expressly
made  subordinate  and  junior  to  and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and the Securities of each and every
series  issued  initially  to an Issuer Trust shall be pari passu with all other
Securities  issued  initially  hereunder  to  Issuer  Trusts.

SECTION  13.2.     NO  PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT; PAYMENT OVER
OF  PROCEEDS  UPON  DISSOLUTION,  ETC.

     If  the  Company  shall  default  in  the  payment  of any principal of (or
premium,  if  any)  or interest on any Senior Indebtedness when the same becomes
due  and  payable,  whether  at maturity or at a date fixed for prepayment or by
declaration  of  acceleration  or  otherwise,  then, upon written notice of such
default  to  the  Company  by  the holders of Senior Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have  ceased  to  exist,  no  direct  or  indirect  payment  (in cash, property,
securities,  by  set-off  or  otherwise)  shall  be made or agreed to be made on
account  of  the  principal  of  (or  premium,  if  any)  or interest (including
Additional  Interest,  if  any)  on  any of the Securities, or in respect of any
redemption,  repayment,  retirement, purchase or other acquisition of any of the
Securities.

     In  the  event  of  (i)  any  insolvency,  bankruptcy,  receivership,
conservatorship, liquidation, reorganization, readjustment, composition or other
similar  proceeding relating to the Company, its creditors or its property, (ii)
any  proceeding  for  the  liquidation,  dissolution  or other winding-up of the
Company,  voluntary  or  involuntary,  whether  or  not  involving insolvency or
bankruptcy  proceedings,  (iii) any assignment by the Company for the benefit of
creditors  or (iv) any other marshalling of the assets of the Company (each such
event,  if  any,  herein  sometimes  referred  to as a "Proceeding"), all Senior
                                                        ----------
Indebtedness  (including any interest thereon accruing after the commencement of
any  such  proceedings)  shall  first  be  paid  in  full  before any payment or


                                      -70-
<PAGE>
distribution,  whether  in  cash, securities or other property, shall be made to
any  Holder  of  any  of  the  Securities  on  account  thereof.  Any payment or
distribution,  whether  in  cash,  securities  or  other  property  (other  than
securities  of  the  Company  or  any  other  entity  provided  for by a plan of
reorganization or readjustment, the payment of which is subordinate, at least to
the  extent  provided  in  these  subordination  provisions  with respect to the
indebtedness  evidenced  by  the  Securities,  to  the  payment  of  all  Senior
Indebtedness  at  the  time  outstanding and to any securities issued in respect
thereof  under  any  such  plan  of reorganization or readjustment), which would
otherwise  (but for these subordination provisions) be payable or deliverable in
respect  of  the Securities of any series shall be paid or delivered directly to
the  holders  of  Senior  Indebtedness  in  accordance  with the priorities then
existing  among  such  holders  until  all  Senior  Indebtedness  (including any
interest  thereon  accruing after the commencement of any Proceeding) shall have
been  paid  in  full.

     In  the  event  of  any Proceeding, after payment in full of all sums owing
with  respect  to  Senior  Indebtedness, the Holders of the Securities, together
with  the holders of any obligations of the Company ranking on a parity with the
Securities,  shall  be  entitled  to  be  paid  from the remaining assets of the
Company  the amounts at the time due and owing on account of unpaid principal of
(and  premium,  if  any) and interest (including Additional Interest, if any) on
the  Securities  and  such  other  obligations  before  any  payment  or  other
distribution,  whether  in cash, property or otherwise, shall be made on account
of  any  capital  stock  or any obligations of the Company ranking junior to the
Securities  and  such  other  obligations.

     If,  notwithstanding  the  foregoing,  any  payment  or distribution of any
character  or any security, whether in cash, securities or other property (other
than  securities  of  the  Company or any other entity provided for by a plan of
reorganization or readjustment, the payment of which is subordinate, at least to
the  extent  provided  in  these  subordination  provisions  with respect to the
indebtedness  evidenced  by  the  Securities,  to  the  payment  of  all  Senior
Indebtedness  at  the  time  outstanding and to any securities issued in respect
thereof  under any plan of reorganization or readjustment), shall be received by
the Trustee or any Holder in contravention of any of the terms hereof and before
all  Senior  Indebtedness  shall  have  been  paid  in  full,  such  payment  or
distribution  or  security  shall  be  received in trust for the benefit of, and
shall  be  paid  over or delivered and transferred to, the holders of the Senior
Indebtedness  at  the  time  outstanding  in accordance with the priorities then
existing  among  such  holders  for  application  to  the  payment of all Senior
Indebtedness  remaining  unpaid,  to the extent necessary to pay all such Senior
Indebtedness  in full.  In the event of the failure of the Trustee or any Holder
to  endorse or assign any such payment, distribution or security, each holder of
Senior  Indebtedness  is  hereby irrevocably authorized to endorse or assign the
same.

     No  present or future holder of any Senior Indebtedness shall be prejudiced
in  the  right  to  enforce  subordination  of the indebtedness evidenced by the
Securities  by  any  act  or failure to act on the part of the Company.  Nothing
contained  herein  shall  impair,  as  between  the  Company  and the Holders of
Securities  of each series, the obligation of the Company to pay to such Holders
the  principal  of  (and  premium,  if  any)  and interest (including Additional
Interest)  on  such  Securities  or prevent the Trustee or the Holder (or to the
extent  expressly  provided  herein,  the holder of any Capital Securities) from


                                      -71-
<PAGE>
exercising all rights, powers and remedies otherwise permitted by applicable law
or  hereunder  upon  a default or Event of Default hereunder, all subject to the
rights  of the holders of the Senior Indebtedness to receive cash, securities or
other  property  otherwise  payable  or  deliverable  to  the  Holders.

     Senior  Indebtedness  shall  not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities or other property equal
to  the  amount  of  such  Senior  Indebtedness  then  outstanding.

     The  Trustee  and  the  Holders  shall take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness  or  consent  to  the  filing of a financing statement with respect
hereto)  as  may,  in  the  opinion  of  counsel  designated by the holders of a
majority in principal amount of the Senior Indebtedness at the time outstanding,
be  necessary  or  appropriate  to assure the effectiveness of the subordination
effected  by  these  provisions.

     The provisions of this Section 13.2 shall not impair any rights, interests,
remedies  or  powers  of  any  secured creditor of the Company in respect of any
security  interest  the creation of which is not prohibited by the provisions of
this  Indenture.

     The  securing  of  any  obligations  of the Company, otherwise ranking on a
parity  with  the  Securities  or  ranking junior to the Securities shall not be
deemed  to prevent such obligations from constituting, respectively, obligations
ranking  on  a  parity  with the Securities or ranking junior to the Securities.

SECTION  13.3.     PAYMENT  PERMITTED  IF  NO  DEFAULT.

     Nothing  contained in this Article or elsewhere in this Indenture or in any
of  the Securities shall prevent (a) the Company, at any time, except during the
pendency  of  the conditions described in the first paragraph of Section 13.2 or
of  any Proceeding referred to in Section 13.2, from making payments at any time
of  principal  of  (and  premium,  if  any)  or  interest  (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any monies
deposited  with it hereunder to the payment of or on account of the principal of
(and  premium,  if  any)  or interest (including any Additional Interest) on the
Securities  or  the retention of such payment by the Holders, if, at the time of
such  application  by  the Trustee, the Trustee did not have knowledge that such
payment  would  have  been  prohibited  by  the  provisions  of  this  Article.

SECTION  13.4.     SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS; ETC.

     Upon  and following the payment in full of all amounts due or to become due
on  all  Senior  Indebtedness, or the provision for such payment in cash or cash
equivalents  or  otherwise  in  a  manner  satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to all rights of
the holders of such Senior Indebtedness (equally and ratably with the holders of


                                      -72-
<PAGE>
all  indebtedness  of  the  Company that by its express terms is subordinated to
Senior  Indebtedness  of  the  Company  to  substantially the same extent as the
Securities  are  subordinated to the Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of  such  Senior Indebtedness) to receive any further payments and distributions
of cash, property and securities applicable to the Senior Indebtedness until the
principal  of  (and premium if any) and interest (including Additional Interest)
on  the Securities shall be paid in full.  Subject to the payment in full of all
Senior  Indebtedness,  the  Holders  of  Securities  of  each  series,  shall be
subrogated  to  all  rights of any holders of Senior Indebtedness to receive any
further  payments  or  distributions applicable to the Senior Indebtedness until
the  indebtedness evidenced by the Securities of such series, if any, shall have
been paid in full.  Any such payments or distributions received by such Holders,
by  reason  of  such  subrogation,  of  cash, securities or other property which
otherwise  would  be  paid  or distributed to the holders of Senior Indebtedness
shall, as between the Company and its creditors other than the holders of Senior
Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to
be  a  payment  by  the  Company  on  account of Senior Indebtedness, and not on
account  of  the Securities of such series.  No payments or distributions to the
holders  of the Senior Indebtedness of any cash, property or securities to which
the  Holders  of  the Securities or the Trustee would be entitled except for the
provisions  of  this Article, and no payments over pursuant to the provisions of
this  Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior  Indebtedness,  and  the  Holders  of  the  Securities, be deemed to be a
payment  or  distribution  by  the  Company  to  or  on  account  of  the Senior
Indebtedness.

SECTION  13.5.     PROVISIONS  SOLELY  TO  DEFINE  RELATIVE  RIGHTS.

     The  provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and  the holders of Senior Indebtedness on the other hand.  Nothing contained in
this  Article or elsewhere in this Indenture or in the Securities is intended to
or shall:  (a) impair, as between the Company and the Holders of the Securities,
the  obligations of the Company, which are absolute and unconditional, to pay to
the  Holders  of  the  Securities  the  principal  of  (and premium, if any) and
interest  (including  any Additional Interest) on the Securities as and when the
same  shall become due and payable in accordance with their terms; or (b) affect
the  relative  rights  against  the Company of the Holders of the Securities and
creditors  of  the Company other than their rights in relation to the holders of
Senior  Indebtedness;  or  (c) prevent the Trustee or the Holder of any Security
(or to the extent expressly provided herein, the holder of any Capital Security)
from  exercising all remedies otherwise permitted by applicable law upon default
under  this  Indenture,  including  filing  and voting claims in any Proceeding,
subject  to  the  rights,  if  any,  under this Article of the holders of Senior
Indebtedness  to  receive  cash,  property  and  securities otherwise payable or
deliverable  to  the  Trustee  or  such  Holder.

SECTION  13.6.     TRUSTEE  TO  EFFECTUATE  SUBORDINATION.


                                      -73-
<PAGE>
     Each  Holder  of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or  appropriate  to acknowledge or effectuate the subordination provided in this
Article  and  appoints  the  Trustee his or her attorney-in-fact for any and all
such  purposes.

SECTION  13.7.     NO  WAIVER  OF  SUBORDINATION  PROVISIONS.

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

     Without  in  any  way  limiting the generality of the immediately preceding
paragraph,  the holders of Senior Indebtedness may, at any time and from time to
time,  without  the  consent  of  or notice to the Trustee or the Holders of the
Securities  of  any  series, without incurring responsibility to such Holders of
the  Securities and without impairing or releasing the subordination provided in
this  Article  or the obligations hereunder of such Holders of the Securities to
the  holders  of  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, Senior Indebtedness, or otherwise amend or supplement in any
manner  Senior  Indebtedness  or  any  instrument  evidencing  the  same  or any
agreement  under  which Senior Indebtedness is outstanding, (ii) sell, exchange,
release  or  otherwise  deal  with  any property pledged, mortgaged or otherwise
securing  Senior Indebtedness, (iii) release any Person liable in any manner for
the  collection  of  Senior  Indebtedness,  and  (iv)  exercise  or refrain from
exercising  any  rights  against  the  Company  and any other Person; and Senior
Indebtedness  shall  continue to be Senior Indebtedness entitled to the benefits
of  the  subordination  provisions  of  this  Article  XIII.

SECTION  13.8.     NOTICE  TO  TRUSTEE.

     The  Company  shall  give prompt written notice to a Responsible Officer of
the  Trustee  of any fact known to the Company that would prohibit the making of
any  payment to or by the Trustee in respect of the Securities.  Notwithstanding
the  provisions  of  this  Article or any other provision of this Indenture, the
Trustee  shall  not be charged with knowledge of the existence of any facts that
would  prohibit the making of any payment to or by the Trustee in respect of the
Securities,  unless  and  until  a Responsible Officer of the Trustee shall have
received  written  notice  thereof  from  the  Company  or  a  holder  of Senior
Indebtedness  or  from  any trustee, agent or representative therefor; provided,
however,  if the Trustee shall not have received the notice provided for in this
Section  at  least  two  Business Days prior to the date upon which by the terms
hereof  any monies may become payable for any purpose (including, the payment of
the principal of (and premium, if any, on) or interest (including any Additional
Interest)  on  any  Security),  then,  anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such


                                      -74-
<PAGE>
monies  and  to  apply  the same to the purpose 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.

     Subject  to the provisions of Section 6.1, the Trustee shall be entitled to
rely  on the delivery to it of a written notice by a Person representing himself
or  herself  to  be  a  holder  of  Senior  Indebtedness  (or  a  trustee  or
attorney-in-fact  therefor)  to  establish  that such notice has been given by a
holder  of Senior Indebtedness (or a trustee or attorney-in-fact therefor).  The
Trustee  shall immediately notify the Company by telephone of the receipt of any
such  notice.  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 Senior Indebtedness to participate in any payment or distribution pursuant to
this  Article,  the  Trustee  may request such Person to furnish evidence to the
reasonable  satisfaction  of the Trustee as to the amount of 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,  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  13.9.     RELIANCE  ON  JUDICIAL  ORDER  OR  CERTIFICATE OF LIQUIDATING
AGENT.

     Upon  any  payment  or distribution of assets of the Company referred to in
this  Article,  the  Trustee,  subject to the provisions of Section 6.1, and the
Holders  of  the  Securities  shall be entitled to rely upon any order or decree
entered  by  any  court  of  competent  jurisdiction in which such Proceeding is
pending,  or  a certificate of the trustee in bankruptcy, receiver, conservator,
liquidating  trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the  Holders of Securities, for the purpose of ascertaining the Persons entitled
to  participate  in  such  payment  or  distribution,  the holders of the Senior
Indebtedness  and  other  indebtedness  of  the  Company,  the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts  pertinent  thereto  or  to  this  Article.

SECTION  13.10.     TRUSTEE  NOT  FIDUCIARY  FOR HOLDERS OF SENIOR INDEBTEDNESS.

     The  Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not  be liable to any such holders if it shall in good faith mistakenly pay over
or  distribute to Holders of Securities or to the Company or to any other Person
cash,  property  or securities to which any holders of Senior Indebtedness shall
be  entitled  by  virtue  of  this  Article  or  otherwise.

SECTION  13.11.     RIGHTS  OF  TRUSTEE  AS  HOLDER  OF  SENIOR  INDEBTEDNESS;
PRESERVATION  OF  TRUSTEE'S  RIGHTS.


                                      -75-
<PAGE>
     The  Trustee in its individual capacity shall be entitled to all the rights
set  forth  in  this Article with respect to any Senior Indebtedness that may at
any  time  be  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.

SECTION  13.12.     ARTICLE  APPLICABLE  TO  PAYING  AGENTs.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed  by  the  Company  and be then acting hereunder, the term "Trustee" as
used  in this Article shall in such case (unless the context otherwise requires)
be  construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article  in  addition  to  or  in  place  of  the  Trustee.

SECTION  13.13.     CERTAIN  CONVERSIONS  OR  EXCHANGES  DEEMED  PAYMENT.

     For  purposes of this Article only, (a) the issuance and delivery of junior
securities  upon conversion or exchange of Securities of any series shall not be
deemed  to  constitute  a payment or distribution on account of the principal of
(or premium, if any, on) or interest (including any Additional Interest) on such
Securities  or  on  account  of  the  purchase  or  other  acquisition  of  such
Securities,  and  (b)  the  payment,  issuance  or delivery of cash, property or
securities  (other  than  junior  securities)  upon  conversion or exchange of a
Security  of  any series shall be deemed to constitute payment on account of the
principal  of such security.  For the purposes of this Section, the term "junior
securities"  means  (i) shares of capital stock of any class of the Company, and
(ii)  securities of the Company that are subordinated in right of payment to all
Senior  Indebtedness that may be outstanding at the time of issuance or delivery
of  such  securities to substantially the same extent as, or to a greater extent
than,  the  Securities  are  so  subordinated  as  provided  in  this  Article.

                                     * * * *

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




                  [Remainder of page left intentionally blank;
                      signatures appear on following page.]


                                      -76-
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Indenture to be
duly  executed,  and their respective corporate seals to be hereunto affixed and
attested,  all  as  of  the  day  and  year  first  above  written.



ATTEST:                           PEOPLES BANCORP OF NORTH CAROLINA, INC.


                                  By:  /s/  Tony  W.  Wolfe
                                     -----------------------------------------
/s/ Joseph F. Beaman Jr.          Name:     Tony  W.  Wolfe
-----------------------------     Title:    Chief Executive Officer
Secretary

        [CORPORATE SEAL]

                                  WILMINGTON  TRUST  COMPANY,
                                  as Trustee, and not in its individual capacity


                                  By:  /s/  Anita Dallago
                                     -----------------------------------------
                                  Name:     Anita Dallago
                                  Title:    Financial Services Officer


                                      -77-
<PAGE>
                                    EXHIBIT A
                                    ---------

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
                                             --------------
STATE  OR  OTHER  JURISDICTION'S  SECURITIES  OR  BLUE  SKY  LAWS,  AND  NO SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED,
PLEDGED,  HYPOTHECATED OR DISPOSED OF ABSENT AN EFFECTIVE REGISTRATION STATEMENT
UNDER  THE  SECURITIES  ACT OR SUCH OTHER APPLICABLE SECURITIES OR BLUE SKY LAWS
COVERING  SUCH  SECURITIES  OR  SUCH  TRANSFER  IS  MADE  IN  ACCORDANCE WITH AN
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, WHICH MAY INCLUDE EXEMPTIONS UNDER
REGULATION  S,  RULE  144A,  RULE 144 OR ANY OTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES  ACT,  AND  ANY OTHER APPLICABLE SECURITIES OR BLUE SKY LAWS, AND THE
COMPANY  RECEIVES  AN  OPINION  OF  COUNSEL  FROM THE HOLDER OF THESE SECURITIES
REASONABLY  SATISFACTORY TO THE COMPANY STATING THAT SUCH OFFER, SALE, TRANSFER,
ASSIGNMENT,  PLEDGE,  HYPOTHECATION,  OR  DISPOSITION  IS  EXEMPT  FROM  THE
REGISTRATION  REQUIREMENTS  OF  SUCH  SECURITIES  ACT  AND  ANY OTHER APPLICABLE
SECURITIES  OR  BLUE  SKY  LAWS.

THIS  SECURITY  IS NOT A DEPOSIT OR AN OBLIGATION OF ANY DEPOSITORY INSTITUTION,
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
GOVERNMENT  AGENCY,  AND  IS  NOT  SECURED.


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.

                           SERIES 2001-1 FLOATING RATE
                         JUNIOR SUBORDINATED DEBENTURES

                              DUE DECEMBER 31, 2031


                                                      Aggregate Principal Amount
Certificate  No.  -001-                                     $14,433,000.00


     PEOPLES  BANCORP OF NORTH CAROLINA, INC., a North Carolina corporation (the
"Company,"  which  term  includes  any  successor  Person  under  the  Indenture
 -------
hereinafter  referred  to),  for  value received, hereby promises to pay to PEBK
CAPITAL  TRUST I, a statutory business trust created under the laws of the State
of  Delaware,  or registered assigns, the principal sum of FOURTEEN MILLION FOUR
HUNDRED  THIRTY-THREE  THOUSAND  AND NO/100 DOLLARS ($14,433,000.00) on December
31,  2031;  provided  that  the  Company  may shorten the Stated Maturity of the


                                      -78-
<PAGE>
principal of this Security to a date not earlier than December 31, 2006, subject
to  certain  conditions  specified  in  Section  3.15  of  the Indenture, AND TO
REDEMPTION  BY  THE Company as provided in Section 11.7 of the Indenture, but in
no  event shall the Stated Maturity be a date later than December 31, 2031.  The
Company  further  promises  to  pay  interest on said principal from the date of
issuance,  or  from  the most recent Interest Payment Date to which interest has
been  paid  or  duly  provided  for, quarterly (subject to deferral as set forth
herein)  in  arrears on March 31, June 30, September 30, and December 31 of each
year (each, a "Distribution Date"), commencing December 31, 2001 at the floating
               -----------------
rate  per  annum,  reset  quarterly  on  each  Distribution  Date  for  the next
succeeding  quarter,  equal  to  the  prime rate of interest so published in the
"Money  Rates"  table  in the Eastern Edition of The Wall Street Journal for the
last  business day of each of March, June, September and December, as applicable
(or  if more than one rate is so indicated in The Wall Street Journal, the prime
rate shall equal the highest rate provided), plus 50 basis points (the "Floating
                                                                        --------
Rate")  on  the principal amount outstanding hereunder, together with Additional
----
Sums,  if any, as provided in Section 10.6 of the Indenture, until the principal
hereof  is  paid  or  duly  provided  for  or  made  available for payment.  Any
principal,  premium  or  Additional Sums and any overdue installment of interest
not  paid  when due shall bear Additional Interest at the Floating Rate  (to the
extent  that  the  payment  of  such  interest  shall  be  legally enforceable),
compounded quarterly, from the dates such amounts are due until they are paid or
made  available for payment.  The amount of interest payable for any period less
than  a full interest period shall be computed on the basis of a 360-day year of
twelve  30-day  months and the actual number of days elapsed during that period.
The  amount  of  interest payable for any full interest period shall be computed
using  a  year consisting of twelve 30-day months.  The interest so payable, and
punctually  paid  or  duly  provided  for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Holder at the close of business on the
Regular  Record  Date  for  such interest installment.  Any such interest not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
Holder  on  such  Regular  Record  Date  and  may  either  be paid to the Holder
registered  at the close of business on a Special Record Date for the payment of
such  Defaulted  Interest  to  be  fixed by the Trustee (notice whereof shall be
given  to  Holders  of  Securities of this series not less than 10 days prior to
such  Special Record Date) or be paid at any time in any other lawful manner not
inconsistent  with the requirements of any securities exchange, if any, on which
the  Securities  of  this  series  may be listed, and upon such notice as may be
required  by  such  exchange,  all  as  more  fully  provided in said Indenture.

     So  long as no Event of Default has occurred and is continuing, the Company
shall  have  the right as provided in Section 3.12 of the Indenture, at any time
during  the  term  of  this  Security, from time to time to defer the payment of
interest  on  this  Security for up to 20 consecutive quarterly interest payment
periods  with  respect  to  each  deferral period (each, an "Extension Period"),
                                                             ----------------
during  which  Extension  Periods  the  Company  shall have the right to make no
payments  or  partial  payments of interest on any Interest Payment Date, and at
the  end  of  which  the  Company shall pay all interest then accrued and unpaid
including  Additional  Interest,  as  provided below; provided, however, that no
Extension  Period  shall  extend  beyond the Stated Maturity of the principal of
this  Security  and  no  such  Extension  Period may end on a date other than an
Interest Payment Date; and provided, further, however, during any such Extension
Period,  the Company shall not (i) declare or pay any dividends or distributions
on,  or redeem, purchase, acquire or make a liquidation payment with respect to,
any  of  the  Company's  capital stock, or (ii) make any payment of principal or
interest  or  premium,  if  any,  on  or  repay,  repurchase  or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest  to  this  Security  (other  than (a) repurchases, redemptions or other
acquisitions  of  shares  of capital stock of the Company in connection with any
employment contract, benefit or incentive plan or other similar arrangement with
or  for  the  benefit  of  any  one  or  more  employees, officers, directors or
consultants  of  the  Company  or  any of its subsidiaries, in connection with a
dividend  reinvestment or stock purchase plan or in connection with the issuance
of  capital  stock of the Company (or securities convertible into or exercisable
for  such  capital stock) as consideration in an acquisition transaction entered
into prior to the applicable Extension Period, (b) as a result of an exchange or
conversion of any class or series of the Company's capital stock (or any capital


                                      -79-
<PAGE>
stock  of  a Subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any Rights Plan,
or the issuance of rights, stock or other property under any Rights Plan, or the
redemption  or  repurchase  of  rights pursuant thereto, (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable  upon  exercise of such warrants, options or other rights is the
same  stock as that on which the dividend is being paid or ranks pari passu with
or  junior  to  such stock, or (f) payments by the Company under the Guarantee).
Prior  to  the termination of any such Extension Period, the Company may further
defer  the  payment  of interest, provided that no Event of Default has occurred
and  is  continuing  and  provided  further, no Extension Period shall exceed 20
consecutive  quarterly  interest  payment  periods,  extend  beyond  the  Stated
Maturity  of  the  principal  of  this  Security  or end on a date other than an
Interest  Payment  Date.  Upon  the termination of any such Extension Period and
upon  the payment of all accrued and unpaid interest and any Additional Interest
then  due  on  any  Interest  Payment Date, the Company may elect to begin a new
Extension Period, subject to the above conditions.  No interest shall be due and
payable  during  an  Extension  Period,  except  at  the  end  thereof, but each
installment  of  interest  that would otherwise have been due and payable during
such  Extension  Period  shall  bear Additional Interest (to the extent that the
payment  of such interest shall be legally permissible) at the Floating Rate per
annum,  compounded  quarterly and calculated as set forth in the first paragraph
of  this Security, from the date on which such amounts would otherwise have been
due  and  payable  until  paid or made available for payment.  The Company shall
give  the  Holders  of  this  Security and the Trustee notice of its election to
begin  any  Extension  Period  at  least  one  Business  Day  prior  to the next
succeeding  Interest  Payment  Date  on which interest on this Security would be
payable  but  for  such  deferral, or so long as such securities are held by the
Issuer  Trust,  at  least  one Business Day prior to the earlier of (i) the next
succeeding  date on which Distributions on the Capital Securities of such Issuer
Trust  would  be  payable  but  for  such deferral, and (ii) the record date for
determining  the  holders  of  such  Capital  Securities  entitled  to  such
Distributions  on  the  Capital  Securities.

     Payment  of  the  principal  of  (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose  in  the United States, in such coin or currency of the United States of
America  as  at  the  time  of payment is legal tender for payment of public and
private  debts,  which  unless  otherwise  changed  by  the Company shall be the
Corporate  Trust  Office.

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

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

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


                                      -80-
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  under  its  corporate  seal.


                                         PEOPLES BANCORP OF NORTH CAROLINA, INC.



                                         By: ___________________________________
                                         Name:
                                         Title:

Attest:


____________________________
     Secretary

[CORPORATE  SEAL]


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

Dated:_______________      WILMINGTON  TRUST  COMPANY
                           not in its individual capacity, but solely as Trustee

                                    By: _____________________________________
                                              Authorized  Signatory


                                      -81-
<PAGE>
                               REVERSE OF SECURITY

     This  Security  is  one  of  a  duly  authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
                            ----------
series  under  the Junior Subordinated Indenture, dated as of December ___, 2001
(herein  called  the  "Indenture"),  between  the  Company  and Wilmington Trust
                       ---------
Company,  as  Trustee  (herein  called  the  "Trustee,"  which term includes any
                                              -------
successor  trustee  under  the Indenture), to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the  Trustee,  the  holders  of  Senior  Indebtedness  and  the  Holders  of the
Securities,  and  of  the  terms  upon  which the Securities are, and are to be,
authenticated  and  delivered.  This Security is one of the series designated on
the  face  hereof,  and  is  limited  to  the  aggregate  principal  amount  of
$14,433,000.00.

     All  terms used but not defined in this Security, shall have the respective
meanings  provided  in  the  Indenture  or  in  the  Amended  and Restated Trust
Agreement,  dated as of December ___, 2001 (as modified, amended or supplemented
from  time  to  time  the  "Trust  Agreement"), relating to PEBK Capital Trust I
                            ----------------
("Issuer  Trust"),  among  the  Company, as Depositor, the Issuer Trustees named
 --------------
therein,  the Administrators named therein, and the Holders from time to time of
the  Trust  Securities  issued  pursuant  thereto.

     The  Company has the right to redeem this Security (i) on or after December
31,  2006,  in  whole at any time or in part from time to time, or (ii) in whole
(but  not  in  part),  at  any  time within 90 days following the occurrence and
during  the  continuation  of  a Tax Event, Investment Company Event, or Capital
Treatment  Event,  in  each  case  at  the Redemption Price described below. The
redemption  of Securities of any series as permitted or required by the terms of
this  Certificate or the Indenture shall be made in accordance with the terms of
this  Certificate  and  Article  XI  of the Indenture; provided, however, if any
provision  of this Certificate shall conflict with any provision of such Article
XI,  the  provision  of  this  Certificate  shall govern.  Any redemption of any
Security prior to its Stated Maturity shall also be subject to prior notice, and
approval  of  (or  notice  of  intent not to disapprove) the redemption, if then
required  by  the  capital  adequacy  rules  or otherwise by the Federal Reserve
applicable  to  the  Company  at  that  time.

     The  Redemption Price in the case of a redemption under clauses (i) or (ii)
in  the  preceding paragraph shall equal the principal amount hereof (or portion
thereof  to be redeemed in a partial redemption), together with accrued interest
(including  Additional  Interest, if any) up to but excluding the date fixed for
redemption.

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

     The  Indenture  permits,  with  certain exceptions as provided therein, the
Company  and  the  Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of  the  Company  and  of the Holders of the Securities, with the consent of the
Holders  of  not  less  than  a  majority  in  aggregate principal amount of the
Outstanding  Securities  of  each  series  to  be  affected by such supplemental
indenture.  The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages  in  aggregate principal amount of the Securities of each
series  at  the  time Outstanding, on behalf of the Holders of all Securities of
such  series,  to waive compliance by the Company with certain provisions of the
Indenture  and certain past defaults under the Indenture and their consequences.
Any  such  consent  or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued  upon  the  registration of transfer hereof or in exchange
herefor  or in lieu hereof, whether or not notation of such consent or waiver is
made  upon  this  Security.


                                      -82-
<PAGE>
     As  provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities
of  this  series  may declare the principal amount of all the Securities of this
series  to be due and payable immediately, by a notice in writing to the Company
(and  to  the  Trustee  if  given by Holders), provided that, if the Outstanding
Securities have been issued to and are held by an Issuer Trust, if upon an Event
of Default, the Trustee or such Holders fail to declare the principal of all the
Outstanding  Securities  of  this  series to be immediately due and payable, the
Holders of at least 25% in aggregate Liquidation Amount of the related series of
Capital  Securities  issued  by the Issuer Trust then outstanding shall have the
right  to  make  such  declaration by a notice in writing to the Company and the
Trustee;  and upon any such declaration, the principal amount of and the accrued
interest  (including  Additional Interest, if any) on all the Securities of this
series  shall  become  immediately due and payable, provided that the payment of
principal  and  interest  (including any Additional Interest) on such Securities
shall  remain  subordinated  to  the  extent  provided  in  Article  XIII of the
Indenture.

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

     As  provided  in the Indenture and subject to certain limitations set forth
therein,  the  transfer  of  this  Security  is  registrable  in  the Securities
Register,  upon  surrender  of this Security for registration of transfer at the
office  or  agency of the Company maintained under Section 10.2 of the Indenture
for  such  purpose,  duly endorsed by, or accompanied by a written instrument of
transfer  in  form satisfactory to the Company and the Securities Registrar duly
executed  by,  the  Holder  hereof  or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued  to  the  designated  transferee  or  transferees.

     The  Securities of this series are issuable only in registered form without
coupons  in  minimum  denominations  of  $1,000.00  and  integral  multiples  of
$1,000.00 in excess thereof.  To the fullest extent permitted by applicable law,
any  transfer,  exchange  or other disposition of Securities in contravention of
Section  3.6(b)(v)  of  the Indenture shall be deemed to be void and of no legal
effect  whatsoever,  any such transferee shall be deemed not to be the Holder or
owner  of  any beneficial interest in such Securities for any purpose, including
but  not limited to the receipt of interest payable on such Securities, and such
transferee shall be deemed to have no interest whatsoever in such Securities. As
provided  in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of  this  series  and  of  like  tenor of a different authorized
denomination,  as  requested  by  the  Holder  surrendering  the  same.

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

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

     The  Company  and,  by  its  acceptance  of  this  Security or a beneficial
interest  therein,  the  Holder  of,  and  any Person that acquires a beneficial
interest  in,  this  Security, each agrees that for United States Federal, state


                                      -83-
<PAGE>
and local tax purposes it is intended that this Security constitute indebtedness
and  shall  be  treated  as  such.

     THIS  SECURITY  SHALL  BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS  OF  THE  STATE  OF  NEW  YORK  WITHOUT  REFERENCE  TO  ITS CONFLICT OF LAW
PROVISIONS.


                                      -84-
<PAGE>
                                    EXHIBIT B
                                    ---------

                        RESTRICTED SECURITIES CERTIFICATE

                     (FOR TRANSFERS PURSUANT TO SEC. 3.6(B)
                                OF THE INDENTURE)


Wilmington  Trust  Company,
as  Security  Registrar
1100  North  Market  Street
Wilmington,  Delaware  19890-0001
Attention:     Corporate  Trust  Administration

Re:     Floating  Rate  Junior  Subordinated  Debentures  ("Junior  Subordinated
                                                            --------------------
Debentures")  of  Peoples  Bancorp  of  North  Carolina,  Inc.  (the  "Company")
----------                                                             -------


     Reference  is  made to the Junior Subordinated Indenture, dated as December
19,  2001  (the "Indenture"), among the Company and Wilmington Trust Company, as
                 ---------
Trustee  (as  defined  therein).  Terms  used  herein  and defined in the Junior
Subordinated  Indenture or in Regulation D, Rule 144A or Rule 144 under the U.S.
Securities  Act  of  1933  (the "Securities Act") are used herein as so defined.
                                 --------------

This  certificate  relates  to $50,000.00 aggregate Liquidation Amount of Junior
Subordinated  Debentures,  which  are  evidenced by the following certificate(s)
(the  "Specified  Securities"):
       ---------------------

           CUSIP  No(s).  _________________________

           CERTIFICATE  No(s).  ___________________

           CURRENTLY IN BOOK-ENTRY FORM:  ___Yes  ____No  (check one)

The  person in whose name this certificate is executed below (the "Undersigned")
                                                                   -----------
hereby  certifies  that  either  (i)  it  is  the  sole  beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of  the  Specified  Securities  and  is  duly authorized by them to do so.  Such
beneficial  owner  or owners are referred to herein collectively as the "Owner."
If  the Specified Securities are represented by a Global Security, they are held
through  the Clearing Agency or a Clearing Agency Participant in the name of the
Undersigned,  as or on behalf of the Owner.  If the Specified Securities are not
represented  by  a  Global  Security,  they  are  registered  in the name of the
Undersigned,  as  or  on  behalf  of  the  Owner.

     The  Owner  has requested that the Specified Securities be transferred to a
person  (the  "Transferee")  who  will take delivery in the form of a Restricted
               ----------
Security.  In  connection  with  such transfer, the Owner hereby certifies that,


                                      -85-
<PAGE>
unless  such  transfer  is  being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A,  Rule  904  or  Rule  144 under the Securities Act or other exemption from
registration under the Securities Act, and all applicable securities laws of the
states  of  the  United  States and other jurisdictions.  Accordingly, the Owner
hereby  further  certifies  as  follows:

     1.     RULE  144A  TRANSFERS.  If  the  transfer  is  being  effected  in
accordance  with  Rule  144A:

          (A)     the  Specified  Securities  are  being transferred to a person
that  the  Owner  and  any  person  acting on its behalf reasonably believe is a
"qualified  institutional  buyer" within the meaning of Rule 144A, acquiring for
its  own  account  or  for  the  account of a qualified institutional buyer; and

          (B)     the  Owner  and  any  person  acting on its behalf have taken
reasonable  steps  to  ensure that the Transferee is aware that the Owner may be
relying  on  Rule  144A  in  connection  with  the  transfer;  and

     2.     RULE 904 TRANSFERS.  If the transfer is being effected in accordance
with  Rule  904:

          (A)     the Owner is not a distributor of the Securities, an affiliate
of the Company or the Issuer Trust or any such distributor or a person acting on
behalf  of  any  of  the  foregoing;

          (B)     the offer of the Specified Securities was not made to a person
in  the  United  States;

          (C)     either:

               (i)  at the time the buy order was originated, the Transferee was
                    outside the United States or the Owner and any person acting
                    on  its  behalf  reasonably believed that the Transferee was
                    outside  the  United  States,  or

               (ii) the  transaction  is  being  executed  in, on or through the
                    facilities  of  the  Eurobond  market,  as  regulated by the
                    Association  of  International   Bond  Dealers,  or  another
                    designated  offshore securities market and neither the Owner
                    nor  any  person  acting  on  its  behalf  knows   that  the
                    transaction  has been prearranged with a buyer in the United
                    States;

          (D)     no directed selling  efforts  within  the  meaning of Rule 902
of Regulation S have been made in the United States by or on behalf of the Owner
or  any  affiliate  thereof;  and

          (E)     the transaction is  not  part  of  a  plan or scheme to evade
the  registration  requirements  of  the  Securities  Act.


                                      -86-
<PAGE>
     3.     RULE  144  TRANSFERS.  If the transfer is being effected pursuant to
Rule  144:

          (A)     the  transfer is  occurring after a holding period of at least
one  year (computed in accordance with paragraph (d) of Rule 144 or such shorter
time  as  may  be  provided  therein)  has  elapsed since the date the Specified
Securities  were  acquired  from  the  Company  or  the  Issuer Trust or from an
affiliate  (as  such  term  is defined in Rule 144) of the Company or the Issuer
Trust,  with the full amount of the purchase price paid at the date of purchase,
whichever  is  later,  and  is  being effected in accordance with the applicable
amount,  manner  of sale and notice requirements of paragraphs (c), (e), (f) and
(h)  of  Rule  144;  or

          (B)     the  transfer  is occurring after a holding period of at least
two  years  (or  such shorter time as may be provided in Rule 144(k) has elapsed
since  the  date  the Specified Securities were acquired from the Company or the
Issuer  Trust  or from an affiliate (as such term is defined in Rule 144) of the
Company  or the Issuer Trust, with the full amount of the purchase price paid at
the  date  of purchase, whichever is later, and the Owner is not, and during the
preceding  three  months has not been, an affiliate of the Company or the Issuer
Trust.

     4.     OTHER  TRANSFERS.  If the Owner seeks to make a transfer in reliance
of any other exemption under the Securities Act, it shall attach hereto a letter
stating  the  exemption  relied upon and the facts under which such exemption is
available  for  the  requested  transfer, and shall attach an opinion of counsel
satisfactory  to  the  Company  stating  that such exemption is available and is
being  properly  used.

          This certificate and the statements contained herein are made for your
benefit  and  the  benefit  of  the  Company,  the Issuer Trust and the Holders.


Dated:________________        __________________________________________________
                              (Print  the  name of the Undersigned, as such term
                              is  defined  in  the  second  paragraph  of  this
                              certificate.)

                              By: _____________________________________________
                              Name: ___________________________________________
                              Title: __________________________________________

                              (If the Undersigned is a corporation, partnership,
                              fiduciary  or  entity,  the  correct  name  of the
                              entity,  and  the  name  and  title  of the person
                              signing  on  behalf  of  the  Undersigned  must be
                              stated.)



                                      -87-
<PAGE>