EXHIBIT 4.2

The Floating Rate Junior Subordinated Deferrable Interest Debentures Indenture
is attached to the Form 10-KSB as exhibit 4.2 and is herein incorporated by
reference.

                            BLACKHAWK BANCORP, INC.,
                                   AS ISSUER

                                   INDENTURE

                         DATED AS OF DECEMBER 19, 2002

   STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION,
                                   AS TRUSTEE

        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

                                    DUE 2032

                               TABLE OF CONTENTS
                               ------------------
                                                                            Page
                                                                            ----

ARTICLE I. DEFINITIONS                                                        1

     Section 1.1.   Definitions.                                              1

ARTICLE II. DEBENTURES                                                        7

     Section 2.1.   Authentication and Dating.                                7
     Section 2.2.   Form of Trustee's Certificate of Authentication.          8
     Section 2.3.   Form and Denomination of Debentures.                      8
     Section 2.4.   Execution of Debentures.                                  8
     Section 2.5.   Exchange and Registration of Transfer of Debentures.      8
     Section 2.6.   Mutilated, Destroyed, Lost or Stolen Debentures.         10
     Section 2.7.   Temporary Debentures.                                    11
     Section 2.8.   Payment of Interest and Additional Interest.             11
     Section 2.9.   Cancellation of Debentures Paid, etc.                    13
     Section 2.10.  Computation of Interest.                                 13
     Section 2.11.  Extension of Interest Payment Period.                    14
     Section 2.12.  CUSIP Numbers.                                           15

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY                             16

     Section 3.1.   Payment of Principal, Premium and Interest;
                    Agreed Treatment of the Debentures.                      16
     Section 3.2.   Offices for Notices and Payments, etc.                   16
     Section 3.3.   Appointments to Fill Vacancies in Trustee's Office.      17
     Section 3.4.   Provision as to Paying Agent.                            17
     Section 3.5.   Certificate to Trustee.                                  18
     Section 3.6.   Additional Sums.                                         18
     Section 3.7.   Compliance with Consolidation Provisions.                18
     Section 3.8.   Limitation on Dividends.                                 18
     Section 3.9.   Covenants as to the Trust.                               19
     Section 3.10.  Additional Junior Indebtedness.                          19

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE
            COMPANY AND THE TRUSTEE                                          19

     Section 4.1.   Securityholders' Lists.                                  19
     Section 4.2.   Preservation and Disclosure of Lists.                    19

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
           UPON AN EVENT OF DEFAULT                                          20

     Section 5.1.   Events of Default.                                       20
     Section 5.2.   Payment of Debentures on Default; Suit Therefor.         22
     Section 5.3.   Application of Moneys Collected by Trustee.              23
     Section 5.4.   Proceedings by Securityholders.                          24
     Section 5.5.   Proceedings by Trustee.                                  24
     Section 5.6.   Remedies Cumulative and Continuing; Delay
                    or Omission Not a Waiver.                                24
     Section 5.7.   Direction of Proceedings and Waiver of
                    Defaults by Majority of Securityholders.                 25
     Section 5.8.   Notice of Defaults.                                      25
     Section 5.9.   Undertaking to Pay Costs.                                25

ARTICLE VI. CONCERNING THE TRUSTEE                                           26

     Section 6.1.   Duties and Responsibilities of Trustee.                  26
     Section 6.2.   Reliance on Documents, Opinions, etc.                    27
     Section 6.3.   No Responsibility for Recitals, etc.                     28
     Section 6.4.   Trustee, Authenticating Agent, Paying Agents, Transfer
                    Agents or Registrar May Own Debentures.                  28
     Section 6.5.   Moneys to be Held in Trust.                              28
     Section 6.6.   Compensation and Expenses of Trustee.                    28
     Section 6.7.   Officers' Certificate as Evidence.                       29
     Section 6.8.   Eligibility of Trustee.                                  29
     Section 6.9.   Resignation or Removal of Trustee                        29
     Section 6.10.  Acceptance by Successor Trustee.                         30
     Section 6.11.  Succession by Merger, etc.                               31
     Section 6.12.  Authenticating Agents.                                   31

ARTICLE VII. CONCERNING THE SECURITYHOLDERS                                  32

     Section 7.1.   Action by Securityholders.                               32
     Section 7.2.   Proof of Execution by Securityholders.                   33
     Section 7.3.   Who Are Deemed Absolute Owners.                          33
     Section 7.4.   Debentures Owned by Company Deemed Not Outstanding.      33
     Section 7.5.   Revocation of Consents; Future Holders Bound.            34

ARTICLE VIII. SECURITYHOLDERS' MEETINGS                                      34

     Section 8.1.   Purposes of Meetings.                                    34
     Section 8.2.   Call of Meetings by Trustee.                             34
     Section 8.3.   Call of Meetings by Company or Securityholders.          34
     Section 8.4.   Qualifications for Voting.                               35
     Section 8.5.   Regulations.                                             35
     Section 8.6.   Voting.                                                  35
     Section 8.7.   Quorum; Actions.                                         35

ARTICLE IX. SUPPLEMENTAL INDENTURES                                          36

     Section 9.1.   Supplemental Indentures without
                    Consent of Securityholders.                              36
     Section 9.2.   Supplemental Indentures with Consent of Securityholders. 37
     Section 9.3.   Effect of Supplemental Indentures.                       38
     Section 9.4.   Notation on Debentures.                                  38
     Section 9.5.   Evidence of Compliance of Supplemental Indenture to be
                    Furnished to Trustee.                                    38

ARTICLE X. REDEMPTION OF SECURITIES                                          39

     Section 10.1.  Optional Redemption.                                     39
     Section 10.2.  Special Event Redemption.                                39
     Section 10.3.  Notice of Redemption; Selection of Debentures.           39
     Section 10.4.  Payment of Debentures Called for Redemption.             40

ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE                40

     Section 11.1.  Company May Consolidate, etc., on Certain Terms.         40
     Section 11.2.  Successor Entity to be Substituted.                      40
     Section 11.3.  Opinion of Counsel to be Given to Trustee.               41

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE                         41

     Section 12.1.  Discharge of Indenture.                                  41
     Section 12.2.  Deposited Moneys to be Held in Trust by Trustee.         41
     Section 12.3.  Paying Agent to Repay Moneys Held.                       42
     Section 12.4.  Return of Unclaimed Moneys.                              42

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
              OFFICERS AND DIRECTORS                                         42

     Section 13.1.  Indenture and Debentures Solely Corporate Obligations.   42

ARTICLE XIV. MISCELLANEOUS PROVISIONS                                        42

     Section 14.1.  Successors.                                              42
     Section 14.2.  Official Acts by Successor Entity.                       42
     Section 14.3.  Surrender of Company Powers.                             42
     Section 14.4.  Addresses for Notices, etc.                              42
     Section 14.5.  Governing Law.                                           43
     Section 14.6.  Evidence of Compliance with Conditions Precedent.        43
     Section 14.7.  Non-Business Days.                                       43
     Section 14.8.  Table of Contents, Headings, etc.                        43
     Section 14.9.  Execution in Counterparts.                               43
     Section 14.10. Separability.                                            44
     Section 14.11. Assignment.                                              44
     Section 14.12. Acknowledgment of Rights.                                44

ARTICLE XV. SUBORDINATION OF DEBENTURES                                      44

     Section 15.1.  Agreement to Subordinate.                                44
     Section 15.2.  Default on Senior Indebtedness.                          44
     Section 15.3.  Liquidation, Dissolution, Bankruptcy.                    45
     Section 15.4.  Subrogation.                                             46
     Section 15.5.  Trustee to Effectuate Subordination.                     46
     Section 15.6.  Notice by the Company.                                   46
     Section 15.7.  Rights of the Trustee; Holders of Senior Indebtedness.   47
     Section 15.8.  Subordination May Not Be Impaired.                       47

Exhibit A    Form of Junior Subordinated Deferrable Interest Debenture

     THIS INDENTURE, dated as of December  19, 2002, between Blackhawk  Bancorp,
Inc., a Wisconsin corporation (the "Company"), and State Street Bank and Trust
                                    --------
Company of  Connecticut, National  Association, a  national banking  association
organized under the laws of the  United States of America, as debenture  trustee
(the "Trustee").
     ---------

                                  WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance  of  its  Floating Rate  Junior  Subordinated  Deferrable  Interest
Debentures due 2032 (the "Debentures") under this Indenture to provide, among
                         ------------
other things, for the execution and authentication, delivery and  administration
thereof, and the Company  has duly authorized the  execution of this  Indenture;
and

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

     NOW, THEREFORE, This Indenture Witnesseth:

     In consideration of the premises, and the purchase of the Debentures by the
holders thereof, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit  of the respective  holders from time  to time of  the
Debentures as follows:

                                   ARTICLE I.
                                  DEFINITIONS
                                  -----------

     SECTION 1.1.   DEFINITIONS. The terms defined in this Section 1.1 (except
                    ------------
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes  of this  Indenture and  of any  indenture supplemental  hereto
shall  have  the  respective  meanings  specified  in  this  Section 1.1.    All
accounting terms used herein and not  expressly defined shall have the  meanings
assigned  to  such  terms  in  accordance  with  generally  accepted  accounting
principles and the  term "generally accepted  accounting principles" means  such
accounting principles as are generally accepted in the United States at the time
of any computation.   The  words "herein,"  "hereof" and  "hereunder" and  other
words of  similar import  refer to  this Indenture  as a  whole and  not to  any
particular Article, Section or other subdivision.

     "Additional Interest" means interest, if any, that shall accrue on any
     ---------------------
interest on  the Debentures  the payment  of  which has  not  been made  on  the
applicable Interest Payment Date  and which shall accrue  at the Interest  Rate,
compounded quarterly (to the extent permitted by law).

     "Additional Junior Indebtedness" means, without duplication and other than
     --------------------------------
the Debentures, any indebtedness, liabilities or obligations of the Company,  or
any Subsidiary of the Company, under  debt securities (or guarantees in  respect
of debt securities)  initially issued after  the date of  this Indenture to  any
trust, or a trustee of a trust, partnership or other entity affiliated with  the
Company that is, directly or indirectly,  a finance subsidiary (as such term  is
defined in  Rule  3a-5  under the  Investment  Company  Act of  1940)  or  other
financing vehicle of the Company or any Subsidiary of the Company in  connection
with the issuance  by that entity  of preferred securities  or other  securities
that are  eligible  to  qualify  for  Tier 1  capital  treatment  (or  its  then
equivalent) for  purposes of  the capital  adequacy  guidelines of  the  Federal
Reserve, as then in effect and applicable to the Company (or, if the Company  is
not a bank holding  company, such guidelines  applied to the  Company as if  the
Company were subject to such guidelines); provided, however, that the inability
                                          --------  -------
of the Company to treat all or any portion of the Additional Junior Indebtedness
as Tier 1 capital shall not disqualify  it as Additional Junior Indebtedness  if
such inability  results  from the  Company  having cumulative  preferred  stock,
minority interests in consolidated subsidiaries, or any other class of  security
or interest which the Federal Reserve now or may hereafter accord Tier 1 capital
treatment (including the Debentures) in excess  of the amount which may  qualify
for treatment as Tier 1 capital under applicable capital adequacy guidelines.

     "Additional Sums" has the meaning set forth in Section 3.6.
     -----------------

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
     -----------
Securities Act or any successor rule thereunder.

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

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

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

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

     "Business Day" means any day other than a Saturday, Sunday or any other day
     --------------
on which banking  institutions in  New York  City or  Hartford, Connecticut  are
permitted or required by any applicable law to close.

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

     "Capital Securities Guarantee" means the guarantee agreement that the
     ------------------------------
Company enters into  with State Street  Bank and Trust  Company of  Connecticut,
National Association,  as  guarantee trustee,  or  other Persons  that  operates
directly or indirectly for the benefit  of holders of Capital Securities of  the
Trust.

     "Capital Treatment Event" means the receipt by the Company and the Trust of
     -------------------------
an  opinion of counsel  experienced  in such matters  to the  effect that, as  a
result of the occurrence of any amendment to, or change (including any announced
prospective change) in, the laws, rules  or regulations of the United States  or
any political subdivision thereof or therein,  or as the result of any  official
or administrative pronouncement or action  or decision interpreting or  applying
such laws, rules or regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the date of  original
issuance of the Debentures,  there is more than  an insubstantial risk that  the
Company will not,  within 90 days  of the date  of such opinion  be entitled  to
treat an amount equal to the  aggregate liquidation amount of the Debentures  as
"Tier 1 Capital" (or its then equivalent)  for purposes of the capital  adequacy
guidelines of  the Federal  Reserve, as  then in  effect and  applicable to  the
Company (or  if the  Company is  not  a bank  holding company,  such  guidelines
applied to  the Company  as if  the Company  were subject  to such  guidelines);
provided, however, that the inability of the Company to treat all or any portion
--------  -------
of the  liquidation  amount  of  the Debentures  as  Tier l  Capital  shall  not
constitute the basis for  a Capital Treatment Event,  if such inability  results
from the  Company  having  cumulative preferred  stock,  minority  interests  in
consolidated subsidiaries, or any other class of security or interest which  the
Federal Reserve  or OTS,  as  applicable, may  now  or hereafter  accord  Tier 1
Capital treatment in excess of the amount which may now or hereafter qualify for
treatment as  Tier 1  Capital  under  applicable  capital  adequacy  guidelines;
provided further, however, that the distribution of Debentures in connection
-------- -------  -------
with the  liquidation of  the Trust  shall not  in and  of itself  constitute  a
Capital  Treatment  Event  unless  such  liquidation  shall  have  occurred   in
connection with a Tax Event or an Investment Company Event.

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

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

     "Company" means Blackhawk Bancorp, Inc., a Wisconsin corporation, and,
     ---------
subject to  the  provisions of  Article XI,  shall include  its  successors  and
assigns.

     "Coupon Rate" has the meaning set forth in Section 2.8.
     -------------

     "Debenture" or "Debentures" has the meaning stated in the first recital of
     -----------     -----------
this Indenture.

     "Debenture Register" has the meaning specified in Section 2.5.
     --------------------

     "Declaration" means the Amended and Restated Declaration of Trust of the
     -------------
Trust, as amended or supplemented from time to time.

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

     "Defaulted Interest" has the meaning set forth in Section 2.8.
     --------------------

     "Distribution Period" has the meaning set forth in Section 2.8.
     ---------------------

     "Determination Date" has the meaning set forth in Section 2.10.
     --------------------

     "Event of Default" means any event specified in Section 5.1, continued for
     ------------------
the period of time, if any, and after the giving of the notice, if any,  therein
designated.

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

     "Federal Reserve" means the Board of Governors of the Federal Reserve
     -----------------
System and  any  successor federal  agency  that is  primarily  responsible  for
regulating the activities of bank holding companies.

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

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

     "Interest Payment Date" means each March 26, June 26, September 26 and
     -----------------------
December 26 during the term of this Indenture.

     "Interest Rate" means for the period beginning on (and including) the date
     ---------------
of original issuance and ending on  (but excluding) March 26, 2003 the rate  per
annum of 4.66% and for each Distribution Period thereafter, the Coupon Rate.

     "Investment Company Event" means the receipt by the Company and the Trust
     --------------------------
of an opinion of counsel experienced  in such matters to  the effect that, as  a
result of the  occurrence of a  change in law  or regulation  or 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 the Trust is
or, within 90 days of the date of such opinion will be considered an "investment
company" that is required to be  registered under the Investment Company Act  of
1940, as amended which change or  prospective change becomes effective or  would
become effective, as the case may  be, on or after the  date of the issuance  of
the Debentures.

     "Liquidation Amount" means the stated amount of $1,000.00 per Trust
     --------------------
Security.

     "Maturity Date" means December 26, 2032.
     ---------------

     "Officers' Certificate" means a certificate signed by the Chairman of the
     -----------------------
Board, the  Chief  Executive Officer,  the  Vice Chairman,  the  President,  any
Managing Director or  any Vice  President, and  by the  Treasurer, an  Assistant
Treasurer, the  Comptroller,  an  Assistant Comptroller,  the  Secretary  or  an
Assistant Secretary of  the Company, and  delivered to the  Trustee.  Each  such
certificate shall include the statements provided for in Section 14.6 if and  to
the extent required by the provisions of such Section.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
     --------------------
who may be an  employee of or counsel  to the Company, or  may be other  counsel
reasonably satisfactory to  the Trustee.   Each such opinion  shall include  the
statements provided for  in Section 14.6 if  and to the  extent required by  the
provisions of such Section.

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

     The term "outstanding," when used with reference to Debentures, means,
               -----------
subject to  the  provisions of  Section 7.4,  as  of any  particular  time,  all
Debentures authenticated  and delivered  by the  Trustee or  the  Authenticating
Agent under this Indenture, except:

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

     (b)  Debentures, or  portions thereof,  for the  payment or  redemption  of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by  the Company (if the  Company shall act as  its
own paying agent); provided, however, that, if such Debentures, or portions
                   --------  -------
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall have been given as provided  in Section 10.3 or provision satisfactory  to
the Trustee shall have been made for giving such notice; and

     (c)  Debentures  paid  pursuant  to  Section 2.6  or  in  lieu  of  or   in
substitution for  which  other  Debentures shall  have  been  authenticated  and
delivered pursuant to the terms of Section 2.6 unless proof satisfactory to  the
Company and the Trustee is presented that  any such Debentures are held by  bona
fide holders in due course.

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

     "Predecessor Security" of any particular Debenture means every previous
     ----------------------
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture;  and,  for  purposes of  this  definition,  any  Debenture
authenticated and delivered under  Section 2.6 in lieu of  a lost, destroyed  or
stolen Debenture  shall  be  deemed to  evidence  the  same debt  as  the  lost,
destroyed or stolen Debenture.

     "Principal Office of the Trustee," or other similar term, means the office
     --------------------------------
of the Trustee,  at which at  any particular time  its corporate trust  business
shall be principally administered,  which at the time  of the execution of  this
Indenture shall  be 225  Asylum Street,  Goodwin Square,  Hartford,  Connecticut
06103.

     "Redemption Date" has the meaning set forth in Section 10.1.
     -----------------

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

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

     "Securities Act" means the Securities Act of 1933, as amended from time to
     ----------------
time or any successor legislation.

     "Securityholder," "holder of Debentures," or other similar terms, means any
     ---------------
Person in whose name  at the time  a particular Debenture  is registered on  the
register kept by the Company or the Trustee for that purpose in accordance  with
the terms hereof.

     "Senior Indebtedness" means, with respect to the Company, (i) the
     ---------------------
principal, premium, if any, and interest  in respect of (A) indebtedness of  the
Company  for  money  borrowed  and  (B) indebtedness  evidenced  by  securities,
debentures, notes, bonds  or other similar  instruments issued  by the  Company;
(ii) all capital lease obligations of the Company; (iii) all obligations of  the
Company issued  or assumed  as  the deferred  purchase  price of  property,  all
conditional sale obligations of the Company  and all obligations of the  Company
under any title retention agreement; (iv) all obligations of the Company for the
reimbursement of any  letter of credit,  any banker's  acceptance, any  security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other  hedging arrangement, any obligation  under options or  any
similar credit or other transaction; (v) all obligations of the type referred to
in clauses (i) through (iv) above of other Persons for the payment of which  the
Company is  responsible  or  liable as  obligor,  guarantor  or  otherwise;  and
(vi) all obligations of the type referred to in clauses (i) through (v) above of
other Persons  secured by  any lien  on any  property or  asset of  the  Company
(whether or not such obligation is assumed by the Company), whether incurred  on
or prior to the date of this Indenture or thereafter incurred.   Notwithstanding
the foregoing, "Senior Indebtedness" shall not include (1) any Additional Junior
Indebtedness, (2) Debentures issued pursuant to this Indenture and guarantees in
respect of such Debentures, (3) trade accounts payable of the Company arising in
the ordinary course of business (such trade accounts payable being pari passu in
right of payment to  the Debentures), or (4)  obligations with respect to  which
(a) in the instrument creating or evidencing  the same or pursuant to which  the
same is outstanding, it is provided that such obligations are pari passu, junior
or otherwise not  superior in right  of payment to  the Debentures  and (b)  the
Company, prior to  the issuance  thereof, has  notified (and,  if then  required
under the applicable guidelines of the regulating entity, has received  approval
from) the Federal Reserve (if the Company is a bank holding company) or the  OTS
(if the Company  is a savings  and loan holding  company).  Senior  Indebtedness
shall continue to be  Senior Indebtedness and be  entitled to the  subordination
provisions irrespective of any amendment, modification or waiver of any term  of
such Senior Indebtedness.

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

     "Special Redemption Date" has the meaning set forth in Section 10.2.
     -------------------------

     "Special Redemption Price" means (i) 107.5% of the principal amount of the
     --------------------------
Debentures being  redeemed  on a  Special  Redemption Date  that  occurs  before
December 26, 2007 and (ii) 100% of the principal amount of the Debentures  being
redeemed on a Special Redemption Date that occurs on December 26, 2007 or after,
plus accrued and unpaid  interest on such Debentures  to the Special  Redemption
Date.

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

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

     "3-Month LIBOR" has the meaning set forth in Section 2.10.
     ---------------

     "Telerate Page 3750" has the meaning set forth in Section 2.10.
     --------------------

     "Trust" shall mean Blackhawk Statutory Trust I, a Connecticut statutory
     -------
trust, or any  other similar trust  created for the  purpose of issuing  Capital
Securities in connection with the issuance  of Debentures under this  Indenture,
of which the Company is the sponsor.

     "Trust Securities" means Common Securities and Capital Securities of the
     ------------------
Trust.

     "Trustee" means State Street Bank and Trust Company of Connecticut,
     ---------
National Association, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder.

                                  ARTICLE II.
                                  DEBENTURES
                                  ----------

     SECTION 2.1.   AUTHENTICATION AND DATING.  Upon the execution and delivery
                    -------------------------
of this Indenture, or from time  to time thereafter, Debentures in an  aggregate
principal amount not in  excess of $7,217,000 may  be executed and delivered  by
the Company to the Trustee for  authentication, and the Trustee shall  thereupon
authenticate and make  available for  delivery said  Debentures to  or upon  the
written order of the Company, signed by its Chairman of the Board of  Directors,
Chief Executive  Officer, Vice  Chairman, the  President,  one of  its  Managing
Directors or  one of  its Vice  Presidents  without any  further action  by  the
Company hereunder.    In  authenticating  such  Debentures,  and  accepting  the
additional responsibilities under this Indenture in relation to such Debentures,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall  be
fully protected in relying upon:

     (a)  a copy of any Board Resolution  or Board Resolutions relating  thereto
and, if applicable, an appropriate record  of any action taken pursuant to  such
resolution, in each case certified by the Secretary or an Assistant Secretary of
the Company, as the case may be; and

     (b)  an Opinion of Counsel prepared  in accordance with Section 14.6  which
shall also state:

              (1)   that such Debentures,  when authenticated  and delivered  by
          the Trustee and issued by the Company  in each case in the manner  and
          subject to any conditions specified in  such Opinion of Counsel,  will
          constitute valid  and  legally  binding obligations  of  the  Company,
          subject  to   or  limited   by  applicable   bankruptcy,   insolvency,
          reorganization, conservatorship,  receivership, moratorium  and  other
          statutory or  decisional  laws  relating to  or  affecting  creditors'
          rights or  the reorganization  of financial  institutions  (including,
          without limitation, preference and  fraudulent conveyance or  transfer
          laws), heretofore or  hereafter enacted  or in  effect, affecting  the
          rights of creditors generally; and

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

     The Trustee shall have the right to decline to authenticate and deliver any
Debentures under  this Section  if  the Trustee,  being  advised in  writing  by
counsel, determines  that  such  action  may  not lawfully  be  taken  or  if  a
Responsible Officer  of the  Trustee in  good faith  shall determine  that  such
action would expose the Trustee to personal liability to existing holders.

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

     SECTION 2.2.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.  The
                    -----------------------------------------------
Trustee's  certificate  of  authentication  on   all  Debentures  shall  be   in
substantially the following form:

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

     State Street Bank and Trust  Company of Connecticut, National  Association,
as Trustee

     By
       ----------------------------
     Authorized Signer

     SECTION 2.3.   FORM AND DENOMINATION OF DEBENTURES.  The Debentures shall
                    -----------------------------------
be substantially in the form of Exhibit A attached hereto.  The Debentures shall
be in registered, certificated form without coupons and in minimum denominations
of $100,000.00 and any multiple of  $1,000.00 in excess thereof.  Any  attempted
transfer of the Debentures  in a block having  an aggregate principal amount  of
less than  $100,000.00 shall  be deemed  to be  voided and  of no  legal  effect
whatsoever.  Any such purported transferee shall be deemed not to be a holder of
such Debentures for any  purpose, including, but not  limited to the receipt  of
payments on such Debentures,  and such purported transferee  shall be deemed  to
have no  interest  whatsoever in  such  Debentures.   The  Debentures  shall  be
numbered, lettered, or otherwise distinguished in  such manner or in  accordance
with such  plans as  the officers  executing  the same  may determine  with  the
approval of  the  Trustee  as evidenced  by  the  execution  and  authentication
thereof.

     SECTION 2.4.   EXECUTION OF DEBENTURES.  The Debentures shall be signed in
                    -----------------------
the name and on behalf of  the Company by the  manual or facsimile signature  of
its Chairman of the Board of Directors, Chief Executive Officer, Vice  Chairman,
President,  one  of  its  Managing  Directors  or  one  of  its  Executive  Vice
Presidents, Senior Vice Presidents or Vice Presidents.  Only such Debentures  as
shall bear thereon  a certificate of  authentication substantially  in the  form
herein before recited, executed  by the Trustee or  the Authenticating Agent  by
the manual signature of an authorized signer, shall be entitled to the  benefits
of this Indenture or be valid or  obligatory for any purpose.  Such  certificate
by the Trustee or  the Authenticating Agent upon  any Debenture executed by  the
Company shall be  conclusive evidence that  the Debenture  so authenticated  has
been duly authenticated and delivered hereunder and that the holder is  entitled
to the benefits of this Indenture.

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

     Every Debenture shall be dated the date of its authentication.

     SECTION 2.5.   EXCHANGE AND REGISTRATION OF TRANSFER OF DEBENTURES.  The
                    ----------------------------------------------------
Company shall cause  to be  kept, at  the office  or agency  maintained for  the
purpose of registration of transfer and for exchange as provided in Section 3.2,
a register (the "Debenture Register") for the Debentures issued
                --------------------
hereunder in which, subject to such reasonable regulations as it may  prescribe,
the Company shall provide for the registration and transfer of all Debentures as
in this Article II provided.  The Debenture Register shall be in written form or
in any  other  form  capable of  being  converted  into written  form  within  a
reasonable time.

     Debentures to be exchanged  may be surrendered at  the Principal Office  of
the Trustee or at any office or agency to be maintained by the Company for  such
purpose as provided in Section 3.2, and  the Company shall execute, the  Company
or the Trustee shall register and the Trustee or the Authenticating Agent  shall
authenticate and make available for delivery in exchange therefor the  Debenture
or Debentures which the Securityholder making the exchange shall be entitled  to
receive.  Upon due presentment for registration of transfer of any Debenture  at
the Principal Office of the Trustee  or at any office  or agency of the  Company
maintained for  such  purpose as  provided  in Section 3.2,  the  Company  shall
execute, the  Company or  the Trustee  shall  register and  the Trustee  or  the
Authenticating Agent shall authenticate and make  available for delivery in  the
name of  the transferee  or transferees  a new  Debenture for  a like  aggregate
principal amount.  Registration or registration of transfer of any Debenture  by
the Trustee or by  any agent of the  Company appointed pursuant to  Section 3.2,
and delivery of such Debenture, shall be deemed to complete the registration  or
registration of transfer of such Debenture.

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

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

     The Company or the Trustee shall not be required to exchange or register  a
transfer of any Debenture  for a period  of 15 days next  preceding the date  of
selection of Debentures for redemption.

     Notwithstanding anything  herein to  the contrary,  Debentures may  not  be
transferred except in compliance with the restricted securities legend set forth
below, unless otherwise determined  by the Company, upon  the advice of  counsel
expert in securities law, in accordance with applicable law:

     THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED  BY
THE UNITED STATES  OR ANY AGENCY  OR FUND OF  THE UNITED  STATES, INCLUDING  THE
FEDERAL DEPOSIT INSURANCE CORPORATION.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.    NEITHER  THIS  SECURITY  NOR  ANY  INTEREST   OR
PARTICIPATION HEREIN  MAY BE  REOFFERED, SOLD,  ASSIGNED, TRANSFERRED,  PLEDGED,
ENCUMBERED OR  OTHERWISE DISPOSED  OF IN  THE ABSENCE  OF SUCH  REGISTRATION  OR
UNLESS SUCH TRANSACTION  IS EXEMPT  FROM, OR  NOT SUBJECT  TO, THE  REGISTRATION
REQUIREMENTS OF THE  SECURITIES ACT AND  ANY APPLICABLE  STATE SECURITIES  LAWS.
THE HOLDER OF THIS SECURITY  BY ITS ACCEPTANCE HEREOF  AGREES TO OFFER, SELL  OR
OTHERWISE TRANSFER  THIS SECURITY  ONLY (A) TO  THE COMPANY,  (B) PURSUANT TO  A
REGISTRATION STATEMENT THAT  HAS BEEN  DECLARED EFFECTIVE  UNDER THE  SECURITIES
ACT, (C) TO  A  PERSON  WHOM  THE SELLER  REASONABLY  BELIEVES  IS  A  QUALIFIED
INSTITUTIONAL BUYER IN A  TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A  SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE 144A,  (D) TO  A  NON-U.S.  PERSON  IN  AN  OFFSHORE  TRANSACTION  IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S UNDER  THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING  THIS
SECURITY FOR  ITS OWN  ACCOUNT, OR  FOR  THE ACCOUNT  OF SUCH  AN  INSTITUTIONAL
ACCREDITED INVESTOR, FOR  INVESTMENT PURPOSES  AND NOT WITH  A VIEW  TO, OR  FOR
OFFER OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF  THE
SECURITIES ACT,  OR  (F) PURSUANT TO  ANY  OTHER AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S  RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN  OPINION
OF COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT  IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

     THIS SECURITY WILL BE ISSUED AND  MAY BE TRANSFERRED ONLY IN BLOCKS  HAVING
AN AGGREGATE PRINCIPAL  AMOUNT OF  NOT LESS  THAN $100,000.00  AND MULTIPLES  OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     THE HOLDER OF THIS SECURITY AGREES  THAT IT WILL COMPLY WITH THE  FOREGOING
RESTRICTIONS.

     SECTION 2.6.   MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.  In case
                    -----------------------------------------------
any Debenture  shall become  mutilated  or be  destroyed,  lost or  stolen,  the
Company  shall  execute,  and  upon  its  written  request  the  Trustee   shall
authenticate and deliver, a new Debenture bearing a number not contemporaneously
outstanding, in exchange  and substitution for  the mutilated  Debenture, or  in
lieu of and in substitution for the Debenture so destroyed, lost or stolen.   In
every case  the applicant  for  a substituted  Debenture  shall furnish  to  the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless,  and, in every case  of destruction, loss or  theft,
the applicant shall  also furnish  to the Company  and the  Trustee evidence  to
their satisfaction of the  destruction, loss or theft  of such Debenture and  of
the ownership thereof.

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

     Every substituted  Debenture  issued pursuant  to  the provisions  of  this
Section 2.6 by virtue of the fact that any such Debenture is destroyed, lost  or
stolen shall constitute  an additional  contractual obligation  of the  Company,
whether or not the  destroyed, lost or  stolen Debenture shall  be found at  any
time, and shall be entitled  to all the benefits  of this Indenture equally  and
proportionately with any and  all other Debentures duly  issued hereunder.   All
Debentures shall  be held  and owned  upon the  express condition  that, to  the
extent permitted by applicable law, the foregoing provisions are exclusive  with
respect to the replacement  or payment of mutilated,  destroyed, lost or  stolen
Debentures  and  shall   preclude  any  and   all  other   rights  or   remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the  replacement or payment of  negotiable instruments or  other
securities without their surrender.

     SECTION 2.7.   TEMPORARY DEBENTURES.  Pending the preparation of definitive
                    --------------------
Debentures, the Company may execute and the Trustee shall authenticate and  make
available  for  delivery  temporary  Debentures  that  are  typed,  printed   or
lithographed.    Temporary  Debentures  shall  be  issuable  in  any  authorized
denomination, and substantially in the form of the definitive Debentures in lieu
of which they are issued but  with such omissions, insertions and variations  as
may be appropriate  for temporary Debentures,  all as may  be determined by  the
Company.  Every such temporary Debenture shall be executed by the Company and be
authenticated by the Trustee upon the  same conditions and in substantially  the
same manner, and with  the same effect, as  the definitive Debentures.   Without
unreasonable delay the Company  will execute and deliver  to the Trustee or  the
Authenticating Agent definitive  Debentures and thereupon  any or all  temporary
Debentures may be surrendered in exchange  therefor, at the principal  corporate
trust office of the Trustee or at any office or agency maintained by the Company
for  such  purpose  as  provided  in   Section 3.2,  and  the  Trustee  or   the
Authenticating Agent  shall  authenticate and  make  available for  delivery  in
exchange for such temporary Debentures a like aggregate principal amount of such
definitive Debentures.  Such exchange  shall be made by  the Company at its  own
expense and without any charge therefor except that in case of any such exchange
involving a registration of  transfer the Company may  require payment of a  sum
sufficient to  cover any  tax, fee  or  other governmental  charge that  may  be
imposed in relation thereto.  Until so exchanged, the temporary Debentures shall
in all  respects  be entitled  to  the same  benefits  under this  Indenture  as
definitive Debentures authenticated and delivered hereunder.

     SECTION 2.8.   PAYMENT OF INTEREST AND ADDITIONAL INTEREST.  Interest at
                    -------------------------------------------
the Interest Rate and any Additional Interest on any Debenture that is  payable,
and is punctually paid or  duly provided for, on  any Interest Payment Date  for
Debentures shall be paid to the Person in  whose name said Debenture (or one  or
more Predecessor  Securities) is  registered at  the close  of business  on  the
regular record date for such interest  installment except that interest and  any
Additional Interest payable on the Maturity Date shall be paid to the Person  to
whom principal is paid.  In the event  that any Debenture or portion thereof  is
called for redemption and the redemption date is subsequent to a regular  record
date with  respect to  any Interest  Payment  Date and  prior to  such  Interest
Payment Date, interest  on such  Debenture will  be paid  upon presentation  and
surrender of such Debenture.

     Each Debenture  shall  bear  interest for  the  period  beginning  on  (and
including) the date of original issuance and ending on (but excluding) March 26,
2003 at a rate per annum of 4.66%,  and shall bear interest for each  successive
period beginning on (and including) March 26, 2003, and each succeeding Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date (each, a "Distribution Period") at a rate per annum equal to the 3-Month
              ---------------------
LIBOR, determined as described in Section 2.10, plus 3.25% (the "Coupon Rate");
                                                                 -----------
provided, however, that prior to December 26, 2007, the Coupon Rate shall not
--------  -------
exceed 11.75%, applied to the principal amount thereof, until the principal
thereof becomes due and payable, and on any overdue principal and to the extent
that payment of such interest is enforceable under applicable law (without
duplication) on any overdue installment of interest at the Interest Rate
compounded quarterly.  Interest shall be payable (subject to any relevant
Extension Period) quarterly in arrears on each Interest Payment Date with the
first installment of interest to be paid on March 26, 2003.

     Any interest  on  any Debenture,  including  Additional Interest,  that  is
payable, but  is not  punctually paid  or  duly provided  for, on  any  Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
                            --------------------
payable to the registered holder on  the relevant regular record date by  virtue
of having been such  holder; and such  Defaulted Interest shall  be paid by  the
Company to  the Persons  in whose  names such  Debentures (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 at  least
25 days prior to  the date of the  proposed payment of  the amount of  Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment, and at  the same time  the Company shall  deposit with  the Trustee  an
amount of money equal to the aggregate amount proposed to be paid in respect  of
such Defaulted Interest or shall make  arrangements satisfactory to the  Trustee
for such deposit  prior to the  date of the  proposed payment,  such money  when
deposited to be held in trust  for the benefit of  the Persons entitled to  such
Defaulted Interest as in this clause provided.  Thereupon the Trustee shall  fix
a special record date for the payment of such Defaulted Interest which shall not
be more than 15 nor less than 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  Securityholder
at its address as it appears  in the Debenture Register,  not less than 10  days
prior to such  special record  date.   Notice of  the proposed  payment of  such
Defaulted Interest and the  special record date therefor  having been mailed  as
aforesaid, such Defaulted Interest shall be  paid to the Persons in whose  names
such Debentures (or their respective  Predecessor Securities) are registered  on
such special record date and shall be no longer payable.

     The Company may make payment of any Defaulted Interest on any Debentures in
any other lawful manner after notice given by the Company to the Trustee of  the
proposed payment method; provided, however, the Trustee in its sole discretion
                         --------  -------
deems such payment method to be practical.

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

     The term "regular record date" as used in this Section shall mean the close
of business on the 15th day next preceding the applicable Interest Payment Date.

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

     SECTION 2.9.   CANCELLATION OF DEBENTURES PAID, ETC.  All Debentures
                    ------------------------------------
surrendered for the purpose of payment, redemption, exchange or registration  of
transfer, shall,  if  surrendered  to  the  Company  or  any  paying  agent,  be
surrendered to the Trustee  and promptly canceled by  it, or, if surrendered  to
the Trustee or any Authenticating Agent,  shall be promptly canceled by it,  and
no Debentures shall be issued in  lieu thereof except as expressly permitted  by
any of  the  provisions of  this  Indenture.   All  Debentures canceled  by  any
Authenticating Agent  shall be  delivered to  the Trustee.   The  Trustee  shall
destroy all canceled Debentures unless the Company otherwise directs the Trustee
in writing.  If the Company shall  acquire any of the Debentures, however,  such
acquisition  shall  not  operate  as  a   redemption  or  satisfaction  of   the
indebtedness represented  by  such Debentures  unless  and until  the  same  are
surrendered to the Trustee for cancellation.

     SECTION 2.10.  COMPUTATION OF INTEREST.  The amount of interest payable for
                    -----------------------
the Distribution  Period  commencing  on  March 26,  2003  and  each  succeeding
Distribution Period will  be calculated  by applying  the Interest  Rate to  the
principal amount outstanding at the commencement of the Distribution Period  and
multiplying each such amount  by the actual number  of days in the  Distribution
Period concerned divided by 360.  In the  event that any date on which  interest
is payable on the  Debentures is not  a Business Day,  then payment of  interest
payable on  such date  shall be  made on  the  next succeeding  day which  is  a
Business Day (and without any interest or  other payment in respect of any  such
delay), except that,  if such Business  Day is in  the next succeeding  calendar
year, such payment shall be made  on the immediately preceding Business Day,  in
each case with the same force and effect as if made on the date such payment was
originally payable.   All  percentages resulting  from any  calculations on  the
Debentures will be rounded, if necessary, to the nearest one  hundred-thousandth
of a percentage point,  with five one-millionths of  a percentage point  rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or  .0987655),
and all  dollar amounts  used in  or  resulting from  such calculation  will  be
rounded to the nearest cent (with one-half cent being rounded upward)).

     (a)  "3-Month LIBOR" means the London interbank offered interest rate for
          ---------------
three-month, U.S. dollar  deposits determined by  the Trustee  in the  following
order of priority:

          (1)  the rate (expressed as  a percentage per  annum) for U.S.  dollar
     deposits having a three-month maturity  that appears on Telerate  Page 3750
     as of  11:00 a.m.  (London time)  on  the related  Determination  Date  (as
     defined below).  "Telerate  Page 3750"  means  the  display  designated  as
     "Page 3750" on the  Dow Jones Telerate  Service or such  other page as  may
     replace Page 3750 on that service or such other service or services as  may
     be nominated by the British Bankers' Association as the information  vendor
     for the  purpose of  displaying London  interbank  offered rates  for  U.S.
     dollar deposits;

          (2)  if such rate  cannot be identified  on the related  Determination
     Date, the Trustee will request the principal London offices of four leading
     banks in  the  London  interbank market  to  provide  such  banks'  offered
     quotations (expressed  as percentages  per annum)  to  prime banks  in  the
     London interbank  market  for U.S.  dollar  deposits having  a  three-month
     maturity as of 11:00 a.m. (London time) on such Determination Date.  If  at
     least two quotations  are provided, 3-Month  LIBOR will  be the  arithmetic
     mean of such quotations;

          (3)  if fewer than two  such quotations are  provided as requested  in
     clause (2) above, the Trustee will request  four major New York City  banks
     to provide such  banks' offered  quotations (expressed  as percentages  per
     annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.
     (London time) on such Determination Date.  If at least two such  quotations
     are provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
     and

          (4)  if fewer than two  such quotations are  provided as requested  in
     clause (3) above, 3-Month  LIBOR will be  a 3-Month  LIBOR determined  with
     respect to  the  Distribution  Period immediately  preceding  such  current
     Distribution Period.

     If the rate  for U.S. dollar  deposits having a  three-month maturity  that
initially appears on Telerate  Page 3750 as of 11:00 a.m.  (London time) on  the
related Determination  Date  is  superseded  on  the  Telerate  Page 3750  by  a
corrected rate by 12:00 noon (London time) on such Determination Date, then  the
corrected rate as so substituted on  the applicable page will be the  applicable
3-Month LIBOR for such Determination Date.

     (b)  The Coupon Rate for any Distribution Period will at no time be  higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

     (c)  "Determination Date" means the date that is two London Banking Days
          --------------------
(i.e., a  business  day  in which  dealings  in  deposits in  U.S.  dollars  are
transacted in the London interbank market) preceding the particular Distribution
Period for which a Coupon Rate is being determined.

     (d)  The Trustee shall  notify the Company,  the Institutional Trustee  and
any securities exchange  or interdealer quotation  system on  which the  Capital
Securities are listed, of  the Coupon Rate and  the Determination Date for  each
Distribution Period, in each case as soon as practicable after the determination
thereof but in  no event later  than the thirtieth  (30th) day  of the  relevant
Distribution Period.  Failure to notify  the Company, the Institutional  Trustee
or any securities  exchange or interdealer  quotation system, or  any defect  in
said notice, shall not affect the obligation  of the Company to make payment  on
the Debentures at the applicable Coupon Rate.   Any error in the calculation  of
the Coupon Rate by the Trustee may be corrected at any time by notice  delivered
as above provided.   Upon the request of  a holder of  a Debenture, the  Trustee
shall provide the Coupon Rate then in effect and, if determined, the Coupon Rate
for the next Distribution Period.

     (e)  Subject to the  corrective rights set  forth above, all  certificates,
communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for  the purposes of the provisions  relating
to the payment and calculation of  interest on the Debentures and  distributions
on the Capital Securities by the  Trustee or the Institutional Trustee will  (in
the absence  of  willful  default,  bad faith  and  manifest  error)  be  final,
conclusive and binding on the Trust, the Company  and all of the holders of  the
Debentures and the Capital Securities, and no liability shall (in the absence of
willful default,  bad faith  or manifest  error) attach  to the  Trustee or  the
Institutional Trustee in connection with the exercise or non-exercise by  either
of them or their respective powers, duties and discretion.

     SECTION 2.11.  EXTENSION OF INTEREST PAYMENT PERIOD.  So long as no Event
                    -------------------------------------
of Default has  occurred and is  continuing, the Company  shall have the  right,
from time to time, and without causing an Event of Default, to defer payments of
interest on  the Debentures  by extending  the interest  payment period  on  the
Debentures at any time and from time to time during the term of the  Debentures,
for up to 20 consecutive quarterly periods (each such extended interest  payment
period, an "Extension Period"), during which Extension Period no interest
           ------------------
(including Additional Interest) shall be due and payable.  No Extension Period
may end on a date other than an Interest Payment Date.  At the end of any such
Extension Period the Company shall pay all interest then accrued and unpaid on
the Debentures (together with Additional Interest thereon); provided, however,
                                                            --------  -------
that no Extension Period may extend beyond the Maturity Date; provided further,
                                                              -------- -------
however, that during any such Extension Period, the Company shall not and shall
-------
not permit any Affiliate to (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's or such Affiliate's capital stock (other than payments of
dividends or distributions to the Company) or make any guarantee payments with
respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in
interest to the Debentures (other than, with respect to clauses (i) or (ii)
above, (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder 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 any 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
stockholders' rights plan, or the issuance of rights, stock or other property
under any stockholders' 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 and any
cash payments in lieu of fractional shares issued in connection therewith, or
(f) payments under the Capital Securities Guarantee).  Prior to the termination
of any Extension Period, the Company may further extend such period, provided
that such period together with all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date.  Upon the termination of any Extension Period and upon
the payment of all accrued and unpaid interest and Additional Interest, the
Company may commence a new Extension Period, subject to the foregoing
requirements.  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 to the extent permitted by applicable law.
The Company must give the Trustee notice of its election to begin or extend such
Extension Period at least 5 Business Days prior to the regular record date (as
such term is used in Section 2.8) immediately preceding the Interest Payment
Date with respect to which interest on the Debentures would have been payable
except for the election to begin or extend such Extension Period.  The Trustee
shall give notice of the Company's election to begin a new Extension Period to
the Securityholders.

     SECTION 2.12.  CUSIP NUMBERS.  The Company in issuing the Debentures may
                    -------------
use "CUSIP" numbers (if then  generally in use), and,  if so, the Trustee  shall
use CUSIP numbers in notices of redemption as a convenience to  Securityholders;
provided, however, that any such notice may state that no representation is made
--------  -------
as to the correctness of such numbers either as printed on the Debentures or  as
contained in any notice of a redemption and that reliance may be placed only  on
the other  identification  numbers  printed on  the  Debentures,  and  any  such
redemption shall not be affected by any  defect in or omission of such  numbers.
The Company will promptly  notify the Trustee  in writing of  any change in  the
CUSIP numbers.

                                  ARTICLE III.
                      PARTICULAR COVENANTS OF THE COMPANY
                      -----------------------------------

     SECTION 3.1.   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST; AGREED TREATMENT
                    -----------------------------------------------------------
OF THE DEBENTURES.
-----------------

     (a)  The Company covenants and agrees that it will duly and punctually  pay
or cause to be paid the principal of and  premium, if any, and interest and  any
Additional Interest on the Debentures at the place, at the respective times  and
in the manner provided in this Indenture and the Debentures. Each installment of
interest on the Debentures may be  paid (i) by mailing checks for such  interest
payable to  the order  of the  holders of  Debentures entitled  thereto as  they
appear on the registry books of the Company if a request for a wire transfer has
not been received by the Company or (ii) by wire transfer to any account with  a
banking institution located in the United  States designated in writing by  such
Person  to  the   paying  agent  no   later  than  the   related  record   date.
Notwithstanding the foregoing, so  long as the holder  of this Debenture is  the
Institutional Trustee, the  payment of  the principal  of and  interest on  this
Debenture will be made in immediately available funds at such place and to  such
account as may be designated by the Institutional Trustee.

     (b)  The Company will treat the Debentures as indebtedness, and the amounts
payable in respect of the principal  amount of such Debentures as interest,  for
all United States federal income tax purposes.  All payments in respect of  such
Debentures will be made free and clear  of United States withholding tax to  any
beneficial owner thereof that has provided  an Internal Revenue Service Form  W8
BEN (or any  substitute or successor  form) establishing  its non-United  States
status for United States federal income tax purposes.

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

     (d)  As of  the date  of  this Indenture,  the  Company believes  that  the
likelihood that it would exercise its right under Section 2.11 to defer payments
of interest on  the Debentures  by commencing an  Extension Period  at any  time
during  which  the  Debentures  are  outstanding   is  remote  because  of   the
restrictions that would be  imposed on the Company's  ability to declare or  pay
dividends or distributions  on, or  to redeem,  purchase or  make a  liquidation
payment with respect  to, any  of its outstanding  equity and  on the  Company's
ability to make any payments  of principal of or  interest on, or repurchase  or
redeem, any of its debt securities that rank pari passu in all respects with (or
junior in interest to) the Debentures.

     SECTION 3.2.   OFFICES FOR NOTICES  AND PAYMENTS, ETC.  So  long as any  of
                    ---------------------------------------
the Debentures  remain  outstanding,  the Company  will  maintain  in  Hartford,
Connecticut, an  office or  agency where  the Debentures  may be  presented  for
payment, an  office  or  agency  where  the  Debentures  may  be  presented  for
registration of transfer and for exchange  as in this Indenture provided and  an
office or agency where notices and demands to or upon the Company in respect  of
the Debentures or of this Indenture may be served.  The Company will give to the
Trustee written notice of the location of any  such office or agency and of  any
change of location thereof.  Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section 2.5,
such office or  agency for  all of the  above purposes  shall be  the office  or
agency of the  Trustee.  In  case the Company  shall fail to  maintain any  such
office or agency in Hartford, Connecticut, or shall fail to give such notice  of
the location or of any change in the location thereof, presentations and demands
may be made and notices may be served at the Principal Office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or  agencies outside Hartford, Connecticut,  where
the Debentures may be presented for registration of transfer and for exchange in
the manner provided in  this Indenture, and  the Company may  from time to  time
rescind such  designation,  as the  Company  may deem  desirable  or  expedient;
provided, however, that no  such designation or rescission  shall in any  manner
--------  -------
relieve the Company of its obligation to  maintain any such office or agency  in
Hartford, Connecticut, for the purposes above mentioned.  The Company will  give
to the  Trustee prompt  written notice  of any  such designation  or  rescission
thereof.

     SECTION 3.3.   APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.  The
                    --------------------------------------------------
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the  manner provided in Section 6.9,  a Trustee, so that  there
shall at all times be a Trustee hereunder.

     SECTION 3.4.   PROVISION AS TO PAYING AGENT.
                    ----------------------------

     (a)  If the Company shall appoint a paying agent other than the Trustee, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall  agree with the Trustee,  subject to the provision  of
this Section 3.4,

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

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

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

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

     Whenever the  Company  shall  have  one  or  more  paying  agents  for  the
Debentures, it  will, on  or prior  to each  due date  of the  principal of  and
premium, if any, or interest, if any,  on the Debentures, deposit with a  paying
agent a sum  sufficient to pay  the principal, premium  or interest so  becoming
due, such  sum to  be held  in trust  for the  benefit of  the Persons  entitled
thereto and (unless such paying agent is the Trustee) the Company shall promptly
notify the Trustee in writing of its action or failure to act.

     (c)  Anything in  this Section 3.4  to  the contrary  notwithstanding,  the
Company may,  at any  time, for  the  purpose of  obtaining a  satisfaction  and
discharge with  respect to  the Debentures,  or for  any other  reason, pay,  or
direct any paying  agent to pay  to the Trustee  all sums held  in trust by  the
Company or any such paying agent, such sums to  be held by the Trustee upon  the
trusts herein contained.

     (d)  Anything in  this Section 3.4  to  the contrary  notwithstanding,  the
agreement to hold sums in  trust as provided in  this Section 3.4 is subject  to
Sections 12.3 and 12.4.

     SECTION 3.5.   CERTIFICATE TO TRUSTEE.  The Company will deliver to the
                    ----------------------
Trustee on or  before 120 days after  the end of  each fiscal year,  so long  as
Debentures are outstanding hereunder, a Certificate  stating that in the  course
of the performance by  the signers of  their duties as  officers of the  Company
they would normally have knowledge of any default during such fiscal year by the
Company in the performance of any covenants contained herein, stating whether or
not they have knowledge  of any such  default and, if  so, specifying each  such
default of which the signers have knowledge and the nature and status thereof.

     SECTION 3.6.   ADDITIONAL SUMS.  If and for so long as the Trust is the
                    ---------------
holder of all Debentures and the Trust is required to pay any additional  taxes,
duties, assessments or other  governmental charges as a  result of a Tax  Event,
the Company  will  pay  such  additional  amounts  ("Additional  Sums"  on  the
                                                     ----------------
Debentures as shall be required so that the net amounts received and retained by
the Trust after paying taxes, duties, assessments or other governmental charges
will be equal to the amounts the Trust would have received if no such taxes,
duties, assessments or other governmental charges had been imposed.  Whenever in
this Indenture or the Debentures there is a reference in any context to the
payment of principal of or interest on the Debentures, such mention shall be
deemed to include mention of 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 during an Extension Period pursuant
to Section 2.11 shall not defer the payment  of any Additional Sums that may  be
due and payable.

     SECTION 3.7.   COMPLIANCE WITH CONSOLIDATION PROVISIONS.  The Company will
                    ----------------------------------------
not, while any of the Debentures remain outstanding, consolidate with, or  merge
into, or merge into itself, or  sell or convey all  or substantially all of  its
property to any  other Person  unless the  provisions of  Article XI hereof  are
complied with.

     SECTION 3.8.   LIMITATION ON DIVIDENDS.  If Debentures are initially issued
                    -----------------------
to the Trust or a trustee of such Trust in connection with the issuance of Trust
Securities by the Trust (regardless of whether Debentures continue to be held by
such Trust) and  (i) there shall  have occurred and  be continuing  an Event  of
Default, (ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities  Guarantee, or (iii) the Company  shall
have given  notice  of  its  election  to defer  payments  of  interest  on  the
Debentures by extending the interest payment period as provided herein and  such
period, or any extension  thereof, shall be continuing,  then the Company  shall
not, and shall not allow any Affiliate of the Company to, (x) 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  its
Affiliates' capital stock (other than payments of dividends or distributions  to
the Company) or  make any guarantee  payments with respect  to the foregoing  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 or any  Affiliate
that rank  pari  passu  in all  respects  with  or junior  in  interest  to  the
Debentures  (other  than,   with  respect  to   clauses  (x)   and  (y)   above,
(1) repurchases, redemptions or other acquisitions of shares of capital stock of
the Company in connection  with any employment contract,  benefit plan or  other
similar arrangement with or for the benefit of one or more employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder 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, if any,  (2) as a result of any 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, (3) 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,  (4) any  declaration   of  a   dividend  in   connection  with   any
stockholders' rights plan, or  the issuance of rights,  stock or other  property
under any stockholders' rights plan, or  the redemption or repurchase of  rights
pursuant thereto, (5) 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 and  any
cash payments in lieu  of fractional shares issued  in connection therewith,  or
(6) payments under the Capital Securities Guarantee).

     SECTION 3.9.   COVENANTS AS TO THE TRUST.  For so long as the Trust
                    -------------------------
Securities remain outstanding, the Company shall maintain 100% ownership of  the
Common Securities;  provided,  however,  that any  permitted  successor  of  the
                    --------   -------
Company under this  Indenture may  succeed to  the Company's  ownership of  such
Common Securities.   The  Company, as  owner of  the Common  Securities,  shall,
except in connection with a distribution  of Debentures to the holders of  Trust
Securities in  liquidation of  the Trust,  the redemption  of all  of the  Trust
Securities  or  certain  mergers,  consolidations  or  amalgamations,  each   as
permitted by the Declaration, cause the Trust  (a) to remain a statutory  trust,
(b) to otherwise continue to be classified as a grantor trust for United  States
federal income tax purposes, and (c) to cause each holder of Trust Securities to
be treated as owning an undivided beneficial interest in the Debentures.

     SECTION 3.10.  Additional Junior Indebtedness.  The Company shall not, and
                    ------------------------------
it shall not cause or permit any Subsidiary  of the Company to, incur, issue  or
be  obligated  on  any  Additional  Junior  Indebtedness,  either  directly   or
indirectly, by way of guarantee, suretyship or otherwise, other than  Additional
Junior Indebtedness (i) that,  by its terms,  is expressly stated  to be  either
junior and subordinate  or pari  passu in all  respects to  the Debentures,  and
(ii) of which  the  Company  has  notified (and,  if  then  required  under  the
applicable guidelines of the regulating entity, has received approval from)  the
Federal Reserve, if the Company is  a bank holding company,  or the OTS, if  the
Company is a savings and loan holding company.

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

     SECTION 4.1.   SECURITYHOLDERS' LISTS.  The Company covenants and
                    ----------------------
agrees that it will furnish or caused to be furnished to the Trustee:

     (a)  on each regular record date for  the Debentures, a list, in such  form
as the  Trustee  may reasonably  require,  of the  names  and addresses  of  the
Securityholders of the Debentures as of such record date; and

     (b)  at such other  times as  the Trustee  may request  in writing,  within
30 days after the receipt by the Company of any such request, a list of  similar
form and content as of a date not more than 15 days prior to the time such  list
is furnished;

except that no such lists  need be furnished under  this Section 4.1 so long  as
the Trustee  is in  possession thereof  by  reason of  its acting  as  Debenture
registrar.

     SECTION 4.2.   PRESERVATION AND DISCLOSURE OF LISTS.
                    ------------------------------------

     (a)  The Trustee shall  preserve, in  as current  a form  as is  reasonably
practicable, all information  as to the  names and addresses  of the holders  of
Debentures (1) contained in the most recent list furnished to it as provided  in
Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so
acting) hereunder.  The Trustee may destroy any list furnished to it as provided
in Section 4.1 upon receipt of a new list so furnished.

     (b)  In case three or more holders  of Debentures (hereinafter referred  to
as "applicants") apply  in writing  to the Trustee  and furnish  to the  Trustee
reasonable proof that each such applicant has owned a Debenture for a period  of
at least 6 months preceding the  date of such application, and such  application
states  that  the  applicants  desire  to  communicate  with  other  holders  of
Debentures with  respect to  their rights  under this  Indenture or  under  such
Debentures and  is  accompanied  by  a  copy of  the  form  of  proxy  or  other
communication which such applicants propose to transmit, then the Trustee  shall
within 5 Business Days after the  receipt of such application, at its  election,
either:

          (1)  afford such applicants access to the information preserved at the
          time  by   the  Trustee   in  accordance   with  the   provisions   of
          subsection (a) of this Section 4.2, or

          (2)  inform such applicants as to the approximate number of holders of
          Debentures  whose  names  and  addresses  appear  in  the  information
          preserved at the time by the Trustee in accordance with the provisions
          of subsection (a) of this Section 4.2, and as to the approximate  cost
          of mailing  to  such  Securityholders  the  form  of  proxy  or  other
          communication, if any, specified in such application.

     If the Trustee  shall elect not  to afford such  applicants access to  such
information, the Trustee  shall, upon the  written request  of such  applicants,
mail to each  Securityholder whose name  and address appear  in the  information
preserved at  the time  by the  Trustee  in accordance  with the  provisions  of
subsection (a) of  this  Section 4.2  a copy  of  the  form of  proxy  or  other
communication which  is specified  in such  request with  reasonable  promptness
after a tender to the Trustee  of the material to be  mailed and of payment,  or
provision for the payment, of the reasonable expenses of mailing, unless  within
five days after such tender, the Trustee shall mail to such applicants and  file
with the  Securities  and  Exchange Commission,  if  permitted  or  required  by
applicable law, together with  a copy of  the material to  be mailed, a  written
statement to the effect that, in the opinion of the Trustee, such mailing  would
be contrary to the best interests of the holders of all Debentures, as the  case
may be, or  would be in  violation of applicable  law.   Such written  statement
shall specify the basis of  such opinion.  If  said Commission, as permitted  or
required by applicable law, after opportunity for a hearing upon the  objections
specified in the written  statement so filed, shall  enter an order refusing  to
sustain any of such objections or if, after the entry of an order sustaining one
or more  of  such objections,  said  Commission  shall find,  after  notice  and
opportunity for hearing, that all the objections so sustained have been met  and
shall enter  an  order so  declaring,  the Trustee  shall  mail copies  of  such
material to all such Securityholders with reasonable promptness after the  entry
of such order and  the renewal of  such tender; otherwise  the Trustee shall  be
relieved  of  any  obligation  or  duty  to  such  applicants  respecting  their
application.

     (c)  Each and  every holder  of Debentures,  by receiving  and holding  the
same, agrees  with Company  and the  Trustee that  neither the  Company nor  the
Trustee nor  any  paying  agent shall  be  held  accountable by  reason  of  the
disclosure of any such information as to the names and addresses of the  holders
of Debentures  in  accordance with  the  provisions of  subsection (b)  of  this
Section 4.2, regardless of the source from  which such information was  derived,
and that the  Trustee shall not  be held accountable  by reason  of mailing  any
material pursuant to a request made under said subsection (b).

                                   ARTICLE V.
                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                  -------------------------------------------
                            UPON AN EVENT OF DEFAULT
                            ------------------------

     SECTION 5.1.   EVENTS OF DEFAULT.  "Event of Default," wherever used
                    -----------------
herein, 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):

     (a)  the Company defaults in the payment of any interest upon any Debenture
when it becomes due and payable, and fails to cure such default for a period  of
30 days; provided, however, that a valid extension of an interest payment period
         --------  -------
by the  Company  in  accordance with  the  terms  of this  Indenture  shall  not
constitute a default in the payment of interest for this purpose; or

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

     (c)  the Company defaults in  the performance of, or  breaches, any of  its
covenants or agreements  in this  Indenture or in  the terms  of the  Debentures
established as  contemplated  in  this  Indenture  (other  than  a  covenant  or
agreement a default in  whose performance or whose  breach is elsewhere in  this
Section specifically dealt with), and continuance of such default or breach  for
a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the  Company and the Trustee by the  holders
of at least 25% in aggregate  principal amount of the outstanding Debentures,  a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

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

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

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

     If an  Event  of Default  occurs  and is  continuing  with respect  to  the
Debentures, then, and in each and every  such case, unless the principal of  the
Debentures shall have already become due and payable, either the Trustee or  the
holders of not  less than 25%  in aggregate principal  amount of the  Debentures
then outstanding hereunder,  by notice  in writing to  the Company  (and to  the
Trustee if given by  Securityholders), may declare the  entire principal of  the
Debentures and  the interest  accrued thereon,  if any,  to be  due and  payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the  Debentures shall have been so declared  due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered  as hereinafter provided, the Company  shall
pay or  shall deposit  with the  Trustee a  sum sufficient  to pay  all  matured
installments of  interest upon  all  the Debentures  and  the principal  of  and
premium, if any, on the Debentures which shall have become due otherwise than by
acceleration (with  interest  upon  such principal  and  premium,  if  any,  and
Additional Interest) and such amount as shall be sufficient to cover  reasonable
compensation to  the  Trustee and  each  predecessor Trustee,  their  respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to Section 6.6, and if any and all Events of Default under this Indenture, other
than the non-payment of the principal of or premium, if any, on Debentures which
shall have  become  due  by  acceleration, shall  have  been  cured,  waived  or
otherwise remedied as provided herein -- then and in every such case the holders
of a majority in aggregate principal amount of the Debentures then  outstanding,
by written notice to the Company and to the Trustee, may waive all defaults  and
rescind and annul such declaration and  its consequences, but no such waiver  or
rescission and annulment shall extend to or shall affect any subsequent  default
or shall impair any right consequent thereon.

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

     SECTION 5.2.   PAYMENT OF DEBENTURES ON DEFAULT; SUIT THEREFOR.  The
                    -----------------------------------------------
Company covenants that upon  the occurrence of an  Event of Default pursuant  to
Section 5.1(a) or Section 5.1(b) then,  upon demand of the Trustee, the  Company
will pay to the Trustee, for  the benefit of the  holders of the Debentures  the
whole amount that then shall have become  due and payable on all Debentures  for
principal and premium, if any, or  interest, or both, as  the case may be,  with
Additional Interest accrued  on the Debentures  (to the extent  that payment  of
such interest is  enforceable under applicable  law and, if  the Debentures  are
held by the Trust or a trustee of  such Trust, without duplication of any  other
amounts paid by the  Trust or a  trustee in respect  thereof); and, in  addition
thereto, such  further amount  as shall  be sufficient  to cover  the costs  and
expenses of collection, including a reasonable compensation to the Trustee,  its
agents, attorneys and counsel,  and any other amounts  due to the Trustee  under
Section 6.6.  In case the Company shall fail forthwith to pay such amounts  upon
such demand, the Trustee, in its  own name and as  trustee of an express  trust,
shall be entitled and empowered to  institute any actions or proceedings at  law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment  or final decree, and may enforce  any
such judgment or final decree against the  Company or any other obligor on  such
Debentures and collect in the manner provided by law out of the property of  the
Company or any  other obligor on  such Debentures wherever  situated the  moneys
adjudged or decreed to be payable.

     In case there shall  be pending proceedings for  the bankruptcy or for  the
reorganization of  the Company  or any  other obligor  on the  Debentures  under
Bankruptcy Law, or in case a receiver  or trustee shall have been appointed  for
the property of the Company or such other obligor,  or in the case of any  other
similar judicial proceedings relative to the  Company or other obligor upon  the
Debentures, or  to  the creditors  or  property of  the  Company or  such  other
obligor, the Trustee, irrespective  of whether the  principal of the  Debentures
shall then  be  due  and payable  as  therein  expressed or  by  declaration  of
acceleration or otherwise  and irrespective of  whether the  Trustee shall  have
made any  demand  pursuant to  the  provisions  of this  Section 5.2,  shall  be
entitled and empowered, by intervention in such proceedings or otherwise,

     (i)    to  file and  prove  a claim  or  claims  for the  whole  amount  of
            principal  and  interest   owing  and  unpaid  in  respect  of   the
            Debentures and, in case of any judicial proceedings,

     (ii)   to file such  proofs of claim and other  papers or documents as  may
            be  necessary or  advisable  in order  to  have the  claims  of  the
            Trustee  (including any  claim for  reasonable compensation  to  the
            Trustee and each  predecessor Trustee, and their respective  agents,
            attorneys and  counsel, and for reimbursement  of all other  amounts
            due to  the Trustee under Section 6.6),  and of the  Securityholders
            allowed in such judicial proceedings relative to the Company or  any
            other obligor on the Debentures, or to the creditors or property  of
            the Company or  such other obligor, unless prohibited by  applicable
            law  and regulations,  to  vote on  behalf  of the  holders  of  the
            Debentures in  any election  of a trustee  or a  standby trustee  in
            arrangement,  reorganization,  liquidation or  other  bankruptcy  or
            insolvency  proceedings or  Person performing  similar functions  in
            comparable proceedings,

     (iii)  to  collect and  receive any  moneys or  other property  payable  or
            deliverable on any such claims, and

     (iv)   to  distribute the  same  after the  deduction  of its  charges  and
            expenses.

Any receiver,  assignee or  trustee in  bankruptcy or  reorganization is  hereby
authorized by each of the Securityholders to make such payments to the  Trustee,
and, in the event that the Trustee shall consent to the making of such  payments
directly to the Securityholders, to pay to the Trustee such amounts as shall  be
sufficient to cover  reasonable compensation  to the  Trustee, each  predecessor
Trustee and  their  respective agents,  attorneys  and counsel,  and  all  other
amounts due to the Trustee under Section 6.6.

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

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

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

     SECTION 5.3.   APPLICATION OF MONEYS COLLECTED BY TRUSTEE.  Any moneys
                    ------------------------------------------
collected by the  Trustee pursuant  to this Article V  shall be  applied in  the
following order, at the date or dates fixed by the Trustee for the  distribution
of such moneys, upon presentation of the several Debentures in respect of  which
moneys have been collected, and stamping thereon the payment, if only  partially
paid, and upon surrender thereof if fully paid:

     First:  To the  payment of costs and  expenses incurred by, and  reasonable
fees of,  the Trustee,  its agents,  attorneys  and counsel,  and of  all  other
amounts due to the Trustee under Section 6.6;

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

     Third:  To the payment of the  amounts then due and unpaid upon  Debentures
for principal (and premium, if any), and interest on the Debentures, in  respect
of which or for the benefit of which money has been collected, ratably,  without
preference or  priority  of any  kind,  according to  the  amounts due  on  such
Debentures for principal (and premium, if any) and interest, respectively; and

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

     SECTION 5.4.   PROCEEDINGS BY SECURITYHOLDERS.  No holder of any Debenture
                    ------------------------------
shall have any right to institute any suit, action or proceeding for any  remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an  Event of Default  with respect to  the Debentures  and unless  the
holders of not  less than 25%  in aggregate principal  amount of the  Debentures
then outstanding shall  have given the  Trustee a written  request to  institute
such action,  suit or  proceeding and  shall have  offered to  the Trustee  such
reasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and
liabilities to  be incurred  thereby,  and the  Trustee  for 60 days  after  its
receipt of such  notice, request  and offer of  indemnity shall  have failed  to
institute any such action, suit or proceeding.

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

     SECTION 5.5.   PROCEEDINGS BY TRUSTEE.  In case of an Event of Default
                    ----------------------
hereunder the Trustee may in its  discretion proceed to protect and enforce  the
rights vested in it by this  Indenture by such appropriate judicial  proceedings
as the Trustee  shall deem most  effectual to protect  and enforce  any of  such
rights, either  by suit  in equity  or by  action  at law  or by  proceeding  in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this  Indenture or in  aid of the  exercise of any  power
granted in this  Indenture, or  to enforce any  other legal  or equitable  right
vested in the Trustee by this Indenture or by law.

     SECTION 5.6.   REMEDIES CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT A
                    -----------------------------------------------------------
WAIVER.  Except as otherwise  provided in Section 2.6,  all powers and  remedies
------
given by this Article V to the Trustee  or to the Securityholders shall, to  the
extent permitted by  law, be deemed  cumulative and not  exclusive of any  other
powers and remedies available to the  Trustee or the holders of the  Debentures,
by judicial proceedings or otherwise, to  enforce the performance or  observance
of the  covenants  and  agreements contained  in  this  Indenture  or  otherwise
established with respect  to the  Debentures, and no  delay or  omission of  the
Trustee or of any holder of any of the Debentures to exercise any right or power
accruing upon any Event of Default  occurring and continuing as aforesaid  shall
impair any such right or power, or shall be construed to be a waiver of any such
default  or  an  acquiescence  therein;  and,  subject  to  the  provisions   of
Section 5.4, every power and  remedy given by  this Article V or  by law to  the
Trustee or to the  Securityholders may be  exercised from time  to time, and  as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

     No delay or omission of the  Trustee or any Securityholder to exercise  any
right or remedy accruing upon any Event  of Default shall impair any such  right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to the  Trustee
or to any Securityholder may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee (in accordance with its duties under Section
6.1 hereof) or by such holder, as the case may be.

     SECTION 5.7.   DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
                    -----------------------------------------------------------
OF SECURITYHOLDERS.  The holders of a majority in aggregate principal amount of
------------------
the Debentures affected (voting as one class) at the time outstanding shall have
the right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power  conferred
on the Trustee with respect to such Debentures; provided, however, that (subject
                                                --------  -------
to the provisions of Section 6.1) the Trustee shall have the right to decline to
follow any such  direction if  the Trustee shall  determine that  the action  so
directed would be unjustly  prejudicial to the holders  not taking part in  such
direction or if the Trustee being advised by counsel determines that the  action
or proceeding so directed may not lawfully be taken or if a Responsible  Officer
of the Trustee shall determine that the action or proceedings so directed  would
involve the Trustee in personal liability.

     The holders of a majority in  aggregate principal amount of the  Debentures
at the time outstanding may on  behalf of the holders  of all of the  Debentures
waive (or modify any previously granted waiver of) any past default or Event  of
Default, and its consequences, except a default (a) in the payment of  principal
of, premium, if any,  or interest on  any of the  Debentures, (b) in respect  of
covenants or provisions hereof which cannot  be modified or amended without  the
consent of  the holder  of each  Debenture affected,  or (c) in  respect of  the
covenants contained in  Section 3.9; provided, however,  that if the  Debentures
                                     --------  -------
are held by the Trust or a trustee of such trust, such waiver or modification to
such waiver  shall  not  be  effective  until  the  holders  of  a  majority  in
Liquidation Amount of Trust Securities of the Trust shall have consented to such
waiver or modification to such waiver, provided, further, that if the consent of
                                       --------  -------
the holder of each outstanding Debenture  is required, such waiver shall not  be
effective until each  holder of  the Trust Securities  of the  Trust shall  have
consented to such  waiver.  Upon  any such waiver,  the default covered  thereby
shall be deemed to be cured for all purposes of this Indenture and the  Company,
the Trustee and the holders of the Debentures shall be restored to their  former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent  or  other  default or  Event  of  Default or  impair  any  right
consequent thereon.  Whenever  any default or Event  of Default hereunder  shall
have been waived as permitted by this Section, said default or Event of  Default
shall for all purposes of  the Debentures and this  Indenture be deemed to  have
been cured and to be not continuing.

     SECTION 5.8.   NOTICE OF DEFAULTS.  The Trustee shall, within 90 days after
                    ------------------
the actual knowledge by a Responsible  Officer of the Trustee of the  occurrence
of a default with respect to the Debentures, mail to all Securityholders, as the
names and addresses of such holders  appear upon the Debenture Register,  notice
of all defaults with respect to the Debentures known to the Trustee, unless such
defaults shall  have been  cured before  the  giving of  such notice  (the  term
"defaults" for the purpose  of this Section 5.8 being  hereby defined to be  the
events specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1,  not
including periods of grace,  if any, provided  for therein); provided,  however,
                                                             --------   -------
that, except in the case of default in the payment of the principal of, premium,
if any, or interest on any of the Debentures, the Trustee shall be protected  in
withholding such notice if and so long  as a Responsible Officer of the  Trustee
in good faith determines that the withholding of such notice is in the interests
of the Securityholders.

     SECTION 5.9.   UNDERTAKING TO PAY COSTS.  All parties to this Indenture
                    ------------------------
agree, and  each holder  of any  Debenture by  his acceptance  thereof shall  be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any  suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such  suit of an undertaking to  pay the costs of  such
suit, and  that  such court  may  in  its discretion  assess  reasonable  costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having  due regard  to the merits  and good  faith of  the claims  or
defenses made by such party litigant; provided, however, that the provisions  of
                                      --------  -------
this Section 5.9 shall not apply to any  suit instituted by the Trustee, to  any
suit instituted by any Securityholder, or  group of Securityholders, holding  in
the aggregate more than 10% in  principal amount of the Debentures  outstanding,
or to  any suit  instituted by  any Securityholder  for the  enforcement of  the
payment of the principal of  (or premium, if any)  or interest on any  Debenture
against the Company on or after the same shall have become due and payable.

                                  ARTICLE VI.
                             CONCERNING THE TRUSTEE
                             ----------------------

     SECTION 6.1.   DUTIES AND RESPONSIBILITIES OF TRUSTEE.  With respect to
                    --------------------------------------
the holders of Debentures issued hereunder, the Trustee, prior to the occurrence
of an Event of Default with  respect to the Debentures  and after the curing  or
waiving of all Events of  Default which may have  occurred, with respect to  the
Debentures, undertakes  to perform  such  duties and  only  such duties  as  are
specifically set forth in this Indenture, and no implied covenants shall be read
into this Indenture  against the  Trustee.   In case  an Event  of Default  with
respect to the Debentures has occurred (which has not been cured or waived), the
Trustee shall  exercise such  of the  rights and  powers vested  in it  by  this
Indenture, and use the  same degree of care  and skill in  their exercise, as  a
prudent man would exercise or use under the circumstances in the conduct of  his
own affairs.

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

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

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

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

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

     (c)  the Trustee shall not  be liable with respect  to any action taken  or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.7, 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.

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

     SECTION 6.2    RELIANCE ON DOCUMENTS, OPINIONS, ETC.  Except as otherwise
                    ------------------------------------
provided in Section 6.1:

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

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

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

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

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

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

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

     (h)  with the exceptions of defaults under  Sections 5.1(a) or 5.1(b),  the
Trustee shall not be charged with knowledge  of any Default or Event of  Default
with respect to the Debentures unless a written notice of such Default or  Event
of Default shall  have been given  to the Trustee  by the Company  or any  other
obligor on the Debentures or by any holder of the Debentures.

     SECTION 6.3.   NO RESPONSIBILITY FOR RECITALS, ETC.  The recitals contained
                    -----------------------------------
herein and in the Debentures (except in the certificate of authentication of the
Trustee or the  Authenticating Agent) shall  be taken as  the statements of  the
Company, and the Trustee and the  Authenticating Agent assume no  responsibility
for the correctness of the same.  The Trustee and the Authenticating Agent  make
no representations as to the validity or sufficiency of this Indenture or of the
Debentures.  The Trustee and the  Authenticating Agent shall not be  accountable
for the use or application by the Company  of any Debentures or the proceeds  of
any Debentures authenticated and delivered by the Trustee or the  Authenticating
Agent in conformity with the provisions of this Indenture.

     SECTION 6.4.   TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER
                    ------------------------------------------------------
AGENTS OR REGISTRAR MAY OWN DEBENTURES.  The Trustee or any Authenticating
--------------------------------------
Agent or any paying agent or any  transfer agent or any Debenture registrar,  in
its individual  or  any other  capacity,  may become  the  owner or  pledgee  of
Debentures with  the  same  rights  it  would  have  if  it  were  not  Trustee,
Authenticating Agent, paying agent, transfer agent or Debenture registrar.

     SECTION 6.5.   MONEYS TO BE HELD IN TRUST.  Subject to the provisions of
                    --------------------------
Section 12.4, all moneys  received by  the Trustee  or any  paying agent  shall,
until used or applied as herein provided, be  held in trust for the purpose  for
which they were received, but need not be segregated from other funds except  to
the extent required by law.  The Trustee and any paying agent shall be under  no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.  So long  as no Event of Default shall  have
occurred and be  continuing, all interest  allowed on any  such moneys shall  be
paid from time  to time upon  the written order  of the Company,  signed by  the
Chairman of the Board of Directors, the Chief Executive Officer, the  President,
a Managing Director, a Vice President,  the Treasurer or an Assistant  Treasurer
of the Company.

     SECTION 6.6.   COMPENSATION AND EXPENSES OF TRUSTEE.  The Company covenants
                    ------------------------------------
and agrees to pay or reimburse the  Trustee upon its request for all  reasonable
expenses, disbursements  and  advances  incurred  or  made  by  the  Trustee  in
accordance  with  any  of  the  provisions  of  this  Indenture  (including  the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its  employ) except any such expense,  disbursement
or advance as may arise from its negligence or willful misconduct.  For purposes
of clarification,  this Section 6.6  does not  contemplate  the payment  by  the
Company of  acceptance  or  annual administration  fees  owing  to  the  Trustee
pursuant to the services to be provided  by the Trustee under this Indenture  or
the fees and expenses of the Trustee's counsel in connection with the closing of
the transactions contemplated by this Indenture.  The Company also covenants  to
indemnify each of  the Trustee  or any  predecessor Trustee  (and its  officers,
agents, directors and employees) for, and  to hold it harmless against, any  and
all loss, damage, claim, liability or expense including taxes (other than  taxes
based on  the income  of the  Trustee) incurred  without negligence  or  willful
misconduct on the part of the Trustee and  arising out of or in connection  with
the acceptance or administration of this trust, including the costs and expenses
of defending itself  against any  claim of liability.   The  obligations of  the
Company under this Section 6.6  to compensate and indemnify  the Trustee and  to
pay or  reimburse the  Trustee for  expenses, disbursements  and advances  shall
constitute additional  indebtedness  hereunder.   Such  additional  indebtedness
shall be secured by a lien prior to that of the Debentures upon all property and
funds held or collected by the Trustee as  such, except funds held in trust  for
the benefit of the holders of particular Debentures.

     Without prejudice  to  any other  rights  available to  the  Trustee  under
applicable law,  when  the  Trustee  incurs  expenses  or  renders  services  in
connection with an Event of Default specified in Section 5.1(d),  Section 5.1(e)
or Section 5.1(f), the expenses (including  the reasonable charges and  expenses
of its counsel) and the compensation for the services are intended to constitute
expenses of administration  under any  applicable federal  or state  bankruptcy,
insolvency or other similar law.

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

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

     SECTION 6.7.   OFFICERS' CERTIFICATE AS EVIDENCE.  Except as otherwise
                    ---------------------------------
provided in  Sections 6.1  and  6.2,  whenever  in  the  administration  of  the
provisions of this Indenture  the Trustee shall deem  it necessary or  desirable
that a matter be proved  or established prior to  taking or omitting any  action
hereunder, such  matter (unless  other evidence  in  respect thereof  be  herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and  established
by an Officers' Certificate delivered to  the Trustee, and such certificate,  in
the absence of  negligence or  willful misconduct on  the part  of the  Trustee,
shall be full warrant to the Trustee for any action taken or omitted by it under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8.   ELIGIBILITY OF TRUSTEE.  The Trustee hereunder shall at all
                    ----------------------
times be a corporation organized and doing business under the laws of the United
States of  America or  any state  or territory  thereof or  of the  District  of
Columbia or a corporation or other Person authorized under such laws to exercise
corporate trust powers, having  (or whose obligations  under this Indenture  are
guaranteed by an affiliate  having) a combined capital  and surplus of at  least
50 million  U.S.  dollars  ($50,000,000.00)   and  subject  to  supervision   or
examination by federal, state, territorial,  or District of Columbia  authority.
If such corporation publishes reports of  condition at least annually,  pursuant
to law  or  to  the  requirements of  the  aforesaid  supervising  or  examining
authority, then for the  purposes of this Section 6.8  the combined capital  and
surplus of  such corporation  shall be  deemed to  be its  combined capital  and
surplus as set forth in its most recent records of condition so published.

     The Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee.

     In case at any time  the Trustee shall cease  to be eligible in  accordance
with the provisions of this Section 6.8, the Trustee shall resign immediately in
the manner and with the effect specified in Section 6.9.

     If the Trustee has or shall  acquire any "conflicting interest" within  the
meaning of Section 310(b) of the Trust  Indenture Act of 1939, the Trustee shall
either eliminate  such interest  or resign,  to  the extent  and in  the  manner
described by this Indenture.

     SECTION 6.9.   RESIGNATION OR REMOVAL OF TRUSTEE
                    ---------------------------------

     (a)  The Trustee, or any  trustee or trustees  hereafter appointed, may  at
any time resign by giving written notice of such resignation to the Company  and
by mailing  notice thereof,  at the  Company's expense,  to the  holders of  the
Debentures at their addresses  as they shall appear  on the Debenture  Register.
Upon receiving such notice of resignation, the Company shall promptly appoint  a
successor trustee or trustees by written  instrument, in duplicate, executed  by
order of its Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee.  If no successor
Trustee shall have  been so appointed  and have accepted  appointment within  30
days  after  the  mailing  of  such  notice  of  resignation  to  the   affected
Securityholders, the  resigning  Trustee may  petition  any court  of  competent
jurisdiction for the appointment of a  successor Trustee, or any  Securityholder
who has been a bona fide  holder of a Debenture or  Debentures for at least  six
months may, subject to the provisions  of Section 5.9, on behalf of himself  and
all others similarly situated, petition any such court for the appointment of  a
successor Trustee.  Such court may thereupon,  after such notice, if any, as  it
may deem proper and prescribe, appoint a successor Trustee.

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

          (1)  the  Trustee  shall  fail  to  comply  with  the  provisions   of
          Section 6.8 after written request  therefor by the  Company or by  any
          Securityholder who  has been  a bona  fide holder  of a  Debenture  or
          Debentures for at least 6 months, or

          (2)  the Trustee shall  cease to be  eligible in  accordance with  the
          provisions of  Section 6.8  and shall  fail  to resign  after  written
          request therefor by the Company or by any such Securityholder, or

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

          then, in any such case, the Company may remove the Trustee and appoint
          a successor Trustee by written  instrument, in duplicate, executed  by
          order of the Board of Directors, one copy of which instrument shall be
          delivered to the  Trustee so  removed and  one copy  to the  successor
          Trustee,  or,   subject  to   the  provisions   of  Section 5.9,   any
          Securityholder who  has been  a bona  fide holder  of a  Debenture  or
          Debentures for at  least 6 months may,  on behalf of  himself and  all
          others  similarly   situated,   petition  any   court   of   competent
          jurisdiction for the removal of the  Trustee and the appointment of  a
          successor Trustee.  Such  court may thereupon,  after such notice,  if
          any, as  it may  deem proper  and prescribe,  remove the  Trustee  and
          appoint successor Trustee.

     (c)  Upon prior written notice to the Company and the Trustee, the  holders
of a  majority in  aggregate principal  amount  of the  Debentures at  the  time
outstanding may at any time remove the Trustee and nominate a successor Trustee,
which shall be deemed appointed as  successor Trustee unless within 10  Business
Days after such nomination the Company objects thereto, in which case, or in the
case of a failure by such holders  to nominate a successor Trustee, the  Trustee
so removed or any Securityholder, upon the terms and conditions and otherwise as
in subsection (a)  of  this Section 6.9  provided,  may petition  any  court  of
competent jurisdiction for an appointment of a successor.

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

     SECTION 6.10.  ACCEPTANCE BY SUCCESSOR TRUSTEE.  Any successor Trustee
                    -------------------------------
appointed as provided in Section 6.9 shall  execute, acknowledge and deliver  to
the Company  and  to  its  predecessor  Trustee  an  instrument  accepting  such
appointment hereunder, 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, duties
and obligations with  respect to the  Debentures of  its predecessor  hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless, on
the written request  of the  Company or of  the successor  Trustee, the  Trustee
ceasing to act shall, upon payment  of any amounts then  due it pursuant to  the
provisions of Section 6.6,  execute and  deliver an  instrument transferring  to
such successor Trustee all the  rights and powers of  the Trustee so ceasing  to
act and shall duly  assign, transfer and deliver  to such successor Trustee  all
property and money held  by such retiring Trustee  thereunder.  Upon request  of
any such successor Trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee all  such  rights  and  powers.   Any  Trustee  ceasing  to  act  shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee to  secure  any  amounts then  due  it  pursuant to  the  provisions  of
Section 6.6.

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

     No successor Trustee shall accept appointment  as provided in this  Section
unless at the time of such  acceptance such successor Trustee shall be  eligible
under the provisions of Section 6.8.

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

     Upon acceptance of appointment by a  successor Trustee as provided in  this
Section 6.10, the Company shall  mail notice of the  succession of such  Trustee
hereunder to the holders of Debentures  at their addresses as they shall  appear
on the Debenture Register.  If the Company  fails to mail such notice within  10
Business Days after the acceptance of appointment by the successor Trustee,  the
successor Trustee shall cause  such notice to  be mailed at  the expense of  the
Company.

     SECTION 6.11.  SUCCESSION BY MERGER, ETC.  Any corporation into which the
                    -------------------------
Trustee may be merged or converted or with which it may be consolidated, or  any
corporation resulting from any merger, conversion or consolidation to which  the
Trustee shall be a party, or any corporation succeeding to all or  substantially
all of the corporate trust  business of the Trustee,  shall be the successor  of
the Trustee  hereunder without  the execution  or  filing of  any paper  or  any
further act on the part of any of the parties hereto; provided such  corporation
                                                      --------
shall be otherwise eligible and qualified under this Article.

     In case at  the time such  successor to the  Trustee shall  succeed to  the
trusts created  by  this  Indenture  any  of  the  Debentures  shall  have  been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of  authentication  of any  predecessor  Trustee, and  deliver  such
Debentures so authenticated;  and in  case at that  time any  of the  Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such Debentures either in the name of  any predecessor hereunder or in the  name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debentures or in this Indenture  provided
that the certificate  of the  Trustee shall  have; provided,  however, that  the
                                                   --------   -------
right to adopt the certificate of  authentication of any predecessor Trustee  or
authenticate Debentures in the name of any predecessor Trustee shall apply  only
to its successor or successors by merger, conversion or consolidation.

     SECTION 6.12.  AUTHENTICATING AGENTS.  There may be one or more
                    ---------------------
Authenticating Agents appointed by the Trustee  upon the request of the  Company
with  power  to  act  on  its  behalf  and  subject  to  its  direction  in  the
authentication and delivery of Debentures  issued upon exchange or  registration
of transfer thereof  as fully to  all intents and  purposes as  though any  such
Authenticating Agent had been expressly  authorized to authenticate and  deliver
Debentures; provided, however, that the Trustee  shall have no liability to  the
            --------  -------
Company for any acts  or omissions of the  Authenticating Agent with respect  to
the authentication and delivery  of Debentures.   Any such Authenticating  Agent
shall at all times be a corporation organized and doing business under the  laws
of the United States or of any state or territory thereof or of the District  of
Columbia authorized under  such laws to  act as Authenticating  Agent, having  a
combined capital and  surplus of at  least $50,000,000.00 and  being subject  to
supervision or  examination  by  federal,  state,  territorial  or  District  of
Columbia authority.  If such corporation publishes reports of condition at least
annually pursuant to  law or the  requirements of such  authority, then for  the
purposes  of  this  Section 6.12  the  combined  capital  and  surplus  of  such
corporation shall be deemed to be its combined capital and surplus as set  forth
in its  most recent  report  of condition  so  published.   If  at any  time  an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section, it shall  resign immediately in the manner and  with
the effect herein specified in this Section.

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

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

     The Company agrees  to pay to  any Authenticating Agent  from time to  time
reasonable compensation for its services.   Any Authenticating Agent shall  have
no responsibility or liability for any action taken by it as such in  accordance
with the directions of the Trustee.

                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS
                         ------------------------------

     SECTION 7.1.   ACTION BY SECURITYHOLDERS.  Whenever in this Indenture it
                    -------------------------
is provided that the  holders of a specified  percentage in aggregate  principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving  of any notice, consent  or waiver or  the taking of  any
other action) the fact that at the time of taking any such action the holders of
such specified  percentage  have joined  therein  may be  evidenced  (a) by  any
instrument or  any number  of  instruments of  similar  tenor executed  by  such
Securityholders in person or by agent  or proxy appointed in writing, or  (b) by
the record of such holders of Debentures voting in favor thereof at any  meeting
of such Securityholders duly called and  held in accordance with the  provisions
of Article VIII, or (c) by a combination  of such instrument or instruments  and
any such record of such  a meeting of such  Securityholders or (d) by any  other
method the Trustee deems satisfactory.

     If the Company shall solicit from the Securityholders any request,  demand,
authorization, direction, notice, consent, waiver or other action or  revocation
of the  same, the  Company may,  at its  option, as  evidenced by  an  Officers'
Certificate,  fix  in  advance  a  record  date  for  such  Debentures  for  the
determination  of  Securityholders  entitled  to  give  such  request,   demand,
authorization, direction, notice, consent, waiver or other action or  revocation
of the same,  but the Company  shall have no  obligation to do  so.   If such  a
record date is  fixed, such request,  demand, authorization, direction,  notice,
consent, waiver or other action or revocation of the same may be given before or
after the record date, but  only the Securityholders of  record at the close  of
business on  the record  date shall  be  deemed to  be Securityholders  for  the
purposes of determining whether Securityholders  of the requisite proportion  of
outstanding Debentures have authorized or agreed  or consented to such  request,
demand, authorization, direction,  notice, consent,  waiver or  other action  or
revocation of the same, and for that purpose the outstanding Debentures shall be
computed as of the record date;  provided, however, that no such  authorization,
                                 --------  -------
agreement or consent by such Securityholders on the record date shall be  deemed
effective unless it shall  become effective pursuant to  the provisions of  this
Indenture not later than 6 months after the record date.

     SECTION 7.2.   PROOF OF EXECUTION BY SECURITYHOLDERS.  Subject to the
                    -------------------------------------
provisions of Section 6.1, 6.2 and 8.5, proof of the execution of any instrument
by a  Securityholder or  his agent  or  proxy shall  be  sufficient if  made  in
accordance with such reasonable  rules and regulations as  may be prescribed  by
the Trustee or  in such manner  as shall be  satisfactory to the  Trustee.   The
ownership of  Debentures shall  be proved  by  the Debenture  Register or  by  a
certificate of the Debenture registrar.  The Trustee may require such additional
proof of any matter referred to in this Section as it shall deem necessary.

     The record of any  Securityholders' meeting shall be  proved in the  manner
provided in Section 8.6.

     SECTION 7.3.   WHO ARE DEEMED ABSOLUTE OWNERS.  Prior to due presentment
                    ------------------------------
for registration of  transfer of any  Debenture, the Company,  the Trustee,  any
Authenticating Agent, any  paying agent, any  transfer agent  and any  Debenture
registrar may deem the Person in  whose name such Debenture shall be  registered
upon the Debenture Register to be, and may  treat him as, the absolute owner  of
such Debenture (whether or not such Debenture shall be overdue) for the  purpose
of receiving payment of or on account of the principal of, premium, if any,  and
interest on such Debenture and for  all other purposes; and neither the  Company
nor the  Trustee nor  any Authenticating  Agent  nor any  paying agent  nor  any
transfer agent nor any  Debenture registrar shall be  affected by any notice  to
the contrary.  All  such payments so made  to any holder for  the time being  or
upon his order shall be valid,  and, to the extent of the  sum or sums so  paid,
effectual to satisfy  and discharge the  liability for moneys  payable upon  any
such Debenture.

     SECTION 7.4.   DEBENTURES OWNED BY COMPANY DEEMED NOT OUTSTANDING.
                    --------------------------------------------------
     In determining whether  the holders  of the  requisite aggregate  principal
amount of Debentures have  concurred in any direction,  consent or waiver  under
this Indenture, Debentures which are owned  by the Company or any other  obligor
on the  Debentures  or by  any  Person  directly or  indirectly  controlling  or
controlled by or under direct or indirect common control with the Company or any
other obligor  on the  Debentures shall  be  disregarded and  deemed not  to  be
outstanding for the purpose of any  such determination; provided, however,  that
                                                        --------  -------
for the  purposes of  determining  whether the  Trustee  shall be  protected  in
relying on  any such  direction,  consent or  waiver,  only Debentures  which  a
Responsible Officer  of the  Trustee actually  knows are  so owned  shall be  so
disregarded.  Debentures so owned which have  been pledged in good faith may  be
regarded as outstanding  for the  purposes of  this Section 7.4  if the  pledgee
shall establish to the satisfaction of  the Trustee the pledgee's right to  vote
such Debentures  and that  the pledgee  is not  the Company  or any  such  other
obligor or Person directly or indirectly  controlling or controlled by or  under
direct or indirect common  control with the Company  or any such other  obligor.
In the case of  a dispute as to  such right, any decision  by the Trustee  taken
upon the advice of counsel shall be full protection to the Trustee.

     SECTION 7.5.   REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.  At any time
                    --------------------------------------------
prior to  (but  not  after)  the  evidencing to  the  Trustee,  as  provided  in
Section 7.1, of the taking  of any action  by the holders  of the percentage  in
aggregate principal  amount of  the Debentures  specified in  this Indenture  in
connection with such action, any holder (in cases where no record date has  been
set pursuant to Section 7.1) or any holder  as of an applicable record date  (in
cases where a record date has been  set pursuant to Section 7.1) of a  Debenture
(or any  Debenture  issued in  whole  or in  part  in exchange  or  substitution
therefor) the serial number of which is shown by the evidence to be included  in
the Debentures the holders of which have consented to such action may, by filing
written notice with the Trustee at the Principal Office of the Trustee and  upon
proof of  holding as  provided in  Section 7.2,  revoke such  action so  far  as
concerns such Debenture (or so far as concerns the principal amount  represented
by any exchanged or substituted Debenture).  Except as aforesaid any such action
taken by the holder of any Debenture  shall be conclusive and binding upon  such
holder and upon  all future holders  and owners of  such Debenture,  and of  any
Debenture issued  in exchange  or substitution  therefor or  on registration  of
transfer thereof, irrespective of whether or not any notation in regard  thereto
is made upon such Debenture or any Debenture issued in exchange or  substitution
therefor.

                                 ARTICLE VIII.
                           SECURITYHOLDERS' MEETINGS
                           -------------------------

     SECTION 8.1.   PURPOSES OF MEETINGS.  A meeting of Securityholders may be
                    --------------------
called at any  time and from  time to time  pursuant to the  provisions of  this
Article VIII for any of the following purposes:

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

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

     (c)  to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.2; or

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

     SECTION 8.2.   CALL OF MEETINGS BY TRUSTEE.  The Trustee may at any time
                    ---------------------------
call a meeting of Securityholders to  take any action specified in  Section 8.1,
to be  held at  such time  and at  such place  as the  Trustee shall  determine.
Notice of every meeting of the  Securityholders, setting forth the time and  the
place of such meeting and in  general terms the action  proposed to be taken  at
such meeting,  shall  be mailed  to  holders  of Debentures  affected  at  their
addresses as they shall appear on the Debentures Register and, if the Company is
not a holder of  Debentures, to the Company.   Such notice  shall be mailed  not
less than 20 nor more than 180 days prior to the date fixed for the meeting.

     SECTION 8.3.   CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS.  In case at
                    ----------------------------------------------
any time the Company pursuant to a Board Resolution, or the holders of at  least
10% in aggregate principal amount  of the Debentures, as  the case may be,  then
outstanding,  shall  have   requested  the  Trustee   to  call   a  meeting   of
Securityholders, by  written  request setting  forth  in reasonable  detail  the
action proposed to  be taken  at the  meeting, and  the Trustee  shall not  have
mailed the notice of such meeting within 20 days after receipt of such  request,
then the Company or  such Securityholders may determine  the time and the  place
for such meeting  and may call  such meeting to  take any  action authorized  in
Section 8.1, by mailing notice thereof as provided in Section 8.2.

     SECTION 8.4.   QUALIFICATIONS FOR VOTING.  To be entitled to vote at any
                    -------------------------
meeting of  Securityholders  a Person  shall  (a) be a  holder  of one  or  more
Debentures with  respect to  which the  meeting is  being held  or (b) a  Person
appointed by an instrument in writing as proxy by  a holder of one or more  such
Debentures.  The only Persons who shall be entitled to be present or to speak at
any meeting of  Securityholders shall be  the Persons entitled  to vote at  such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

     SECTION 8.5.   REGULATIONS.
                    -----------
     Notwithstanding any other  provisions of  this Indenture,  the Trustee  may
make such reasonable  regulations as it  may deem advisable  for any meeting  of
Securityholders, in regard  to proof  of the holding  of Debentures  and of  the
appointment of  proxies,  and  in  regard  to  the  appointment  and  duties  of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence  of the  right to  vote, and  such other  matters concerning  the
conduct of the meeting as it shall think fit.

     The Trustee  shall,  by  an instrument  in  writing,  appoint  a  temporary
chairman of  the meeting,  unless the  meeting  shall have  been called  by  the
Company or by  Securityholders as  provided in  Section 8.3, in  which case  the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman.  A permanent chairman and a  permanent
secretary of the meeting shall be elected by majority vote of the meeting.

     Subject to the  provisions of Section 7.4,  at any meeting  each holder  of
Debentures with respect to  which such meeting is  being held or proxy  therefor
shall be entitled to one vote for each $1,000.00 principal amount of  Debentures
held or represented by  him; provided, however,  that no vote  shall be cast  or
                             --------  -------
counted at any meeting in respect of any Debenture challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of Debentures  held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders.  Any meeting of Securityholders duly
called pursuant to the  provisions of Section 8.2 or  8.3 may be adjourned  from
time to time  by a  majority of  those present,  whether or  not constituting  a
quorum, and the meeting may be held as so adjourned without further notice.

     SECTION 8.6.   VOTING.  The vote upon any resolution submitted to any
                    ------
meeting of holders  of Debentures with  respect to which  such meeting is  being
held shall be by written ballots on which shall be subscribed the signatures  of
such holders  or of  their representatives  by proxy  and the  serial number  or
numbers of the Debentures held or  represented by them.  The permanent  chairman
of the meeting shall appoint two inspectors  of votes who shall count all  votes
cast at the meeting for or  against any resolution and  who shall make and  file
with the secretary of the meeting  their verified written reports in  triplicate
of all votes cast at the meeting.  A  record in duplicate of the proceedings  of
each meeting  of Securityholders  shall  be prepared  by  the secretary  of  the
meeting and there shall be attached to  said record the original reports of  the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more Persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was mailed as provided in  Section 8.2.
The record shall show the serial numbers of the Debentures voting in favor of or
against any  resolution.    The record  shall  be  signed and  verified  by  the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to  be
preserved by the Trustee, the latter to have attached thereto the ballots  voted
at the meeting.

     Any record  so signed  and verified  shall be  conclusive evidence  of  the
matters therein stated.

     SECTION 8.7.   QUORUM; ACTIONS.  The Persons entitled to vote a majority in
                    ---------------
principal amount of the  Debentures then outstanding  shall constitute a  quorum
for a meeting of Securityholders; provided, however, that if any action is to be
                                  --------  -------
taken at  such meeting  with  respect to  a  consent, waiver,  request,  demand,
notice, authorization,  direction or  other action  which may  be given  by  the
holders of  not less  than a  specified percentage  in principal  amount of  the
Debentures then outstanding, the Persons holding or representing such  specified
percentage  in  principal  amount  of  the  Debentures  then  outstanding   will
constitute a quorum.  In the absence of  a quorum within 30 minutes of the  time
appointed for any such meeting, the meeting shall, if convened at the request of
Securityholders, be dissolved.  In any  other case the meeting may be  adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior  to the  adjournment of such  meeting.   In the  absence of  a
quorum at any  such adjourned  meeting, such  adjourned meeting  may be  further
adjourned for a period of not less  than 10 days as determined by the  permanent
chairman of the  meeting prior  to the  adjournment of  such adjourned  meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 8.2, except that such  notice need be  given only once  not less than  5
days prior to  the date  on which  the meeting  is scheduled  to be  reconvened.
Notice of the  reconvening of  an adjourned  meeting shall  state expressly  the
percentage, as provided above,  of the principal amount  of the Debentures  then
outstanding which shall constitute a quorum.

     Except as limited by  the provisos in the  first paragraph of  Section 9.2,
any resolution presented to  a meeting or adjourned  meeting duly reconvened  at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the  holders  of  a  majority  in  principal  amount  of  the  Debentures   then
outstanding; provided, however, that, except as  limited by the provisos in  the
             --------  -------
first paragraph  of Section 9.2,  any resolution  with respect  to any  consent,
waiver, request, demand, notice, authorization, direction or other action  which
this Indenture expressly provides may be given by the holders of not less than a
specified percentage in principal amount of the Debentures then outstanding  may
be adopted at a meeting or an adjourned  meeting duly reconvened and at which  a
quorum is present as aforesaid only by the affirmative vote of the holders of  a
not less than such  specified percentage in principal  amount of the  Debentures
then outstanding.

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

                                  ARTICLE IX.
                            SUPPLEMENTAL INDENTURES
                            -----------------------

     SECTION 9.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
                    ----------------------------------------------------------
The Company, when  authorized by a  Board Resolution, and  the Trustee may  from
time to time and at any time enter into an indenture or indentures  supplemental
hereto, without  the consent  of the  Securityholders, for  one or  more of  the
following purposes:

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

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

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

     (d)  to add to, delete from, or revise the terms of Debentures,  including,
without limitation, any terms relating  to the issuance, exchange,  registration
or transfer  of Debentures,  including to  provide for  transfer procedures  and
restrictions substantially similar to those applicable to the Capital Securities
as required by  Section 2.5 (for purposes  of assuring that  no registration  of
Debentures is required under  the Securities Act);  provided, however, that  any
                                                    --------  -------
such action  shall not  adversely affect  the interests  of the  holders of  the
Debentures then outstanding (it being understood, for purposes of this  proviso,
that transfer restrictions  on Debentures  substantially similar  to those  that
were applicable  to  Capital  Securities  shall  not  be  deemed  to  materially
adversely affect the holders of the Debentures);

     (e)  to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Debentures  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;

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

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

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

     Any supplemental indenture authorized by the provisions of this Section 9.1
may be  executed by  the Company  and the  Trustee without  the consent  of  the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the provisions of Section 9.2.

     SECTION 9.2.   SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
                    -------------------------------------------------------
     With the consent (evidenced as provided  in Section 7.1) of the holders  of
not less than a majority in aggregate principal amount of the Debentures at  the
time outstanding affected by  such supplemental indenture  (voting as a  class),
the Company, when  authorized by a  Board Resolution, and  the Trustee may  from
time to time and at any time enter into an indenture or indentures  supplemental
hereto for the purpose of adding any provisions to or changing in any manner  or
eliminating any  of the  provisions of  this Indenture  or of  any  supplemental
indenture or  of modifying  in any  manner  the rights  of  the holders  of  the
Debentures; provided, however, that no such supplemental indenture shall without
            --------  -------
the consent  of the  holders of  each Debenture  then outstanding  and  affected
thereby (i) change the fixed maturity of any Debenture, or reduce the  principal
amount thereof or any premium thereon, or reduce the rate or extend the time  of
payment of interest thereon, or reduce any amount payable on redemption  thereof
or make the principal thereof or any interest or premium thereon payable in  any
coin or currency other than that provided in the Debentures, or impair or affect
the right of any Securityholder to institute suit for payment thereof or  impair
the right of repayment, if any, at the option of the holder, or (ii) reduce  the
aforesaid percentage of Debentures the holders of which are required to  consent
to any  such supplemental  indenture; provided  further,  however, that  if  the
                                      --------  -------   -------
Debentures are held by  a trust or  a trustee of  such trust, such  supplemental
indenture shall not be effective until the holders of a majority in  Liquidation
Amount of Trust Securities shall have consented to such supplemental  indenture;
provided further, however,  that if the  consent of the  Securityholder of  each
-------- -------  -------
outstanding Debenture  is required,  such supplemental  indenture shall  not  be
effective until each holder of the Trust Securities shall have consented to such
supplemental indenture.

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

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

     It shall not be necessary for the consent of the Securityholders under this
Section 9.2  to  approve  the  particular  form  of  any  proposed  supplemental
indenture, but  it  shall  be  sufficient if  such  consent  shall  approve  the
substance thereof.

     SECTION 9.3.   EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
                    ---------------------------------
any supplemental indenture pursuant to the  provisions of this Article IX,  this
Indenture shall  be and  be deemed  to  be modified  and amended  in  accordance
therewith and the respective rights, limitations of rights, obligations,  duties
and immunities under this Indenture of the Trustee, the Company and the  holders
of Debentures shall thereafter be  determined, exercised and enforced  hereunder
subject in all respects to such  modifications and amendments and all the  terms
and conditions of any such supplemental indenture  shall be and be deemed to  be
part of the terms and conditions of this Indenture for any and all purposes.

     SECTION 9.4.   NOTATION ON DEBENTURES.  Debentures authenticated and
                    ----------------------
delivered after  the execution  of any  supplemental indenture  pursuant to  the
provisions of this Article IX may bear a notation as to any matter provided  for
in such  supplemental  indenture.   If  the  Company  or the  Trustee  shall  so
determine, new Debentures so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained  in
any such supplemental  indenture may be  prepared and executed  by the  Company,
authenticated by  the  Trustee or  the  Authenticating Agent  and  delivered  in
exchange for the Debentures then outstanding.

     SECTION 9.5.   EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
                    ------------------------------------------------------
FURNISHED TO TRUSTEE.  The Trustee, subject to the provisions of Sections  6.1
--------------------
and 6.2, shall, in addition to  the documents required by Section 14.6,  receive
an Officers' Certificate and an Opinion  of Counsel as conclusive evidence  that
any  supplemental  indenture   executed  pursuant  hereto   complies  with   the
requirements of  this Article IX.    The Trustee  shall  receive an  Opinion  of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article IX is authorized or permitted by, and conforms to, the terms  of
this Article IX and that it  is proper for the  Trustee under the provisions  of
this Article IX to join in the execution thereof.

                                   ARTICLE X.
                            REDEMPTION OF SECURITIES
                            ------------------------

     SECTION 10.1.  OPTIONAL REDEMPTION.  The Company shall have the right
                    -------------------
(subject to the receipt by the Company of prior approval (i) if the Company is a
bank  holding  company,  from  the  Federal  Reserve,  if  then  required  under
applicable capital guidelines or policies of the Federal Reserve or (ii) if  the
Company is a savings  and loan holding  company, from the  OTS if then  required
under applicable  capital guidelines  or policies  of the  OTS), to  redeem  the
Debentures, in whole or  in part, but in  all cases in  a principal amount  with
integral multiples  of  $1,000.00, on  any  March 26, June 26,  September 26  or
December 26 on  or  after December 26,  2007  (the "Redemption  Date"),  at  the
                                                    ----------------
Redemption Price.

     SECTION 10.2.  SPECIAL EVENT REDEMPTION.  If a Special Event shall occur
                    ------------------------
and be continuing, the Company shall have  the right (subject to the receipt  by
the Company of prior approval (i) if the Company is a bank holding company, from
the Federal  Reserve if  then required  under applicable  capital guidelines  or
policies of the Federal  Reserve or (ii) if  the Company is  a savings and  loan
holding company,  from  the  OTS  if  then  required  under  applicable  capital
guidelines or policies of the OTS) to redeem the Debentures in whole, but not in
part, at any Interest Payment Date, within 120 days following the occurrence  of
such Special Event  (the "Special Redemption  Date") at  the Special  Redemption
                          ------------------------
Price.

     SECTION 10.3.  NOTICE OF REDEMPTION; SELECTION OF DEBENTURES.  In case the
                    ---------------------------------------------
Company shall desire to exercise the  right to redeem all,  or, as the case  may
be, any part of  the Debentures, it shall  cause to be mailed  a notice of  such
redemption at least 30 and not more than 60 days prior to the Redemption Date or
the Special Redemption Date to the holders of Debentures so to be redeemed as  a
whole or in part  at their last addresses  as the same  appear on the  Debenture
Register.  Such mailing shall be by first class  mail.  The notice if mailed  in
the manner herein  provided shall  be conclusively  presumed to  have been  duly
given, whether or not the holder receives such notice.  In any case, failure  to
give such notice  by mail  or any  defect in  the notice  to the  holder of  any
Debenture designated for redemption as a whole  or in part shall not affect  the
validity of the proceedings for the redemption of any other Debenture.

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

     Prior to 10:00 a.m. New  York City time on  the Redemption Date or  Special
Redemption Date, as  applicable, the Company  will deposit with  the Trustee  or
with one or more paying agents  an amount of money  sufficient to redeem on  the
Redemption  Date  or  the  Special  Redemption  Date,  as  applicable,  all  the
Debentures so  called for  redemption at  the  appropriate Redemption  Price  or
Special Redemption Price, together with accrued interest to the Redemption  Date
or Special Redemption Date, as applicable.

     If all, or less than  all, the Debentures are  to be redeemed, the  Company
will  give  the  Trustee  notice  not  less  than  45  nor  more  than  60 days,
respectively, prior  to  the Redemption  Date  or Special  Redemption  Date,  as
applicable, as to the  aggregate principal amount of  Debentures to be  redeemed
and the Trustee shall select, in such manner as in its sole discretion it  shall
deem appropriate  and fair,  the Debentures  or  portions thereof  (in  integral
multiples of $1,000.00) to be redeemed.

     SECTION 10.4.  PAYMENT OF DEBENTURES CALLED FOR REDEMPTION.  If notice of
                    -------------------------------------------
redemption has  been  given  as provided  in  Section 10.3,  the  Debentures  or
portions of Debentures with  respect to which such  notice has been given  shall
become due and  payable on the  Redemption Date or  Special Redemption Date,  as
applicable, and at the place or places  stated in such notice at the  applicable
Redemption Price or Special Redemption Price, together with interest accrued  to
the Redemption Date or Special Redemption Date, as applicable, and on and  after
said date (unless the Company shall default in the payment of such Debentures at
the Redemption Price or Special Redemption  Price, as applicable, together  with
interest accrued  to  said date)  interest  on  the Debentures  or  portions  of
Debentures so called for redemption shall cease to accrue.  On presentation  and
surrender of such  Debentures at a  place of payment  specified in said  notice,
such Debentures or the specified portions thereof shall be paid and redeemed  by
the Company  at the  applicable Redemption  Price or  Special Redemption  Price,
together with  interest  accrued  thereon to  the  Redemption  Date  or  Special
Redemption Date, as applicable.

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

                                  ARTICLE XI.
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
               -------------------------------------------------

     SECTION 11.1.  COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.  Nothing
                    -----------------------------------------------
contained in this Indenture or in the Debentures shall prevent any consolidation
or merger  of  the  Company with  or  into  any other  Person  (whether  or  not
affiliated with the Company)  or successive consolidations  or mergers in  which
the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or  other disposition of the property  or
capital stock of the Company or its  successor or successors as an entirety,  or
substantially as an  entirety, to any  other Person (whether  or not  affiliated
with the Company,  or its  successor or  successors) authorized  to acquire  and
operate the  same; provided,  however, that  the  Company hereby  covenants  and
                   --------   -------
agrees that, upon any such consolidation,  merger (where the Company is not  the
surviving corporation), sale, conveyance, transfer or other disposition, the due
and punctual payment of the principal of  (and premium, if any) and interest  on
all of the Debentures in accordance with their terms, according to their  tenor,
and the due  and punctual performance  and observance of  all the covenants  and
conditions of this Indenture to  be kept or performed  by the Company, shall  be
expressly assumed by supplemental indenture satisfactory in form to the  Trustee
executed  and  delivered  to   the  Trustee  by  the   entity  formed  by   such
consolidation, or  into which  the Company  shall have  been merged,  or by  the
entity which shall have acquired such property or capital stock.

     SECTION 11.2.  SUCCESSOR ENTITY TO BE SUBSTITUTED.  In case of any such
                    ----------------------------------
consolidation, merger, sale, conveyance, transfer or other disposition and  upon
the assumption by the successor entity, by supplemental indenture, executed  and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance and observance of all of the
covenants and conditions of  this Indenture to be  performed or observed by  the
Company, such  successor entity  shall succeed  to and  be substituted  for  the
Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor entity shall be  relieved of any further liability  or
obligation hereunder or upon  the Debentures.   Such successor entity  thereupon
may cause  to be  signed, and  may issue  in its  own name,  any or  all of  the
Debentures issuable hereunder which  theretofore shall not  have been signed  by
the Company and delivered to the Trustee or the Authenticating Agent; and,  upon
the order of such successor entity instead of the Company and subject to all the
terms, conditions and limitations in this  Indenture prescribed, the Trustee  or
the Authenticating Agent  shall authenticate  and deliver  any Debentures  which
previously shall have been signed and delivered by the officers of the  Company,
to  the  Trustee  or  the  Authenticating  Agent  for  authentication,  and  any
Debentures which such successor entity thereafter  shall cause to be signed  and
delivered to the Trustee or the Authenticating Agent for that purpose.  All  the
Debentures so issued shall in all respects have the same legal rank and  benefit
under this  Indenture as  the Debentures  theretofore  or thereafter  issued  in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof.

     SECTION 11.3.  OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE.  The Trustee,
                    -----------------------------------------
subject to the provisions of Sections 6.1 and 6.2, shall receive, in addition to
the Opinion  of  Counsel required  by  Section 9.5,  an Opinion  of  Counsel  as
conclusive evidence that any  consolidation, merger, sale, conveyance,  transfer
or other disposition, and any assumption, permitted or required by the terms  of
this Article XI complies with the provisions of this Article XI.

                                  ARTICLE XII.
                    SATISFACTION AND DISCHARGE OF INDENTURE
                    ---------------------------------------

     SECTION 12.1.  DISCHARGE OF INDENTURE.  When
                    ----------------------

     (a)  the  Company  shall  deliver  to  the  Trustee  for  cancellation  all
          Debentures theretofore authenticated (other than any Debentures  which
          shall have been destroyed,  lost or stolen and  which shall have  been
          replaced or  paid  as provided  in  Section 2.6) and  not  theretofore
          canceled, or

     (b)  all the  Debentures  not  theretofore canceled  or  delivered  to  the
          Trustee for cancellation shall have become due and payable, or are  by
          their terms to  become due  and payable  within 1  year or  are to  be
          called for redemption within 1 year under arrangements satisfactory to
          the Trustee for the  giving of notice of  redemption, and the  Company
          shall deposit  with  the Trustee,  in  trust, funds,  which  shall  be
          immediately due and  payable, sufficient to  pay at  maturity or  upon
          redemption all  of the  Debentures (other  than any  Debentures  which
          shall have been destroyed,  lost or stolen and  which shall have  been
          replaced or paid as provided in Section 2.6) not theretofore  canceled
          or delivered to the Trustee for cancellation, including principal  and
          premium, if any, and  interest due or  to become due  to such date  of
          maturity or  redemption  date, as  the  case may  be,  but  excluding,
          however, the amount of any moneys for the payment of principal of, and
          premium, if any, or interest on the Debentures (1) theretofore  repaid
          to the Company in accordance with  the provisions of Section 12.4,  or
          (2) paid to any state or to  the District of Columbia pursuant to  its
          unclaimed property or similar laws,

and if in the case of either clause (a) or clause (b) the Company shall also pay
or cause to be paid all other sums  payable hereunder by the Company, then  this
Indenture shall  cease to  be of  further effect  except for  the provisions  of
Sections 2.5, 2.6,  2.8, 3.1,  3.2, 3.4,  6.6, 6.8,  6.9 and  12.4 hereof  shall
survive  until  such  Debentures  shall  mature   and  be  paid.     Thereafter,
Sections 6.6 and 12.4 shall survive, and  the Trustee, on demand of the  Company
accompanied by an Officers' Certificate and an Opinion of Counsel, each  stating
that all conditions precedent herein provided  for relating to the  satisfaction
and discharge of this  Indenture have been  complied with, and  at the cost  and
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction of and discharging this Indenture.  The Company agrees to reimburse
the Trustee  for  any  costs or  expenses  thereafter  reasonably  and  properly
incurred by the Trustee in connection with this Indenture or the Debentures.

     SECTION 12.2.  DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE.  Subject
                    -----------------------------------------------
to the  provisions  of  Section 12.4, all  moneys  deposited  with  the  Trustee
pursuant to  Section 12.1 shall  be  held in  trust  in a  non-interest  bearing
account and applied by it to the payment, either directly or through any  paying
agent (including the Company if acting as its own paying agent), to the  holders
of the particular  Debentures for  the payment of  which such  moneys have  been
deposited with  the Trustee,  of all  sums due  and to  become due  thereon  for
principal, and premium, if any, and interest.

     SECTION 12.3.  PAYING AGENT TO REPAY MONEYS HELD.  Upon the satisfaction
                    ---------------------------------
and discharge of this Indenture all moneys then held by any paying agent of  the
Debentures (other than the Trustee) shall, upon demand of the Company, be repaid
to it or paid to the Trustee, and thereupon such paying agent shall be  released
from all further liability with respect to such moneys.

     SECTION 12.4.  RETURN OF UNCLAIMED MONEYS.  Any moneys deposited with or
                    --------------------------
paid to the Trustee  or any paying agent  for payment of  the principal of,  and
premium, if  any,  or interest  on  Debentures  and not  applied  but  remaining
unclaimed by the holders of Debentures for 2 years after the date upon which the
principal of, and premium, if any, or  interest on such Debentures, as the  case
may be,  shall  have  become  due and  payable,  shall,  subject  to  applicable
escheatment laws, be repaid to the Company  by the Trustee or such paying  agent
on written demand; and the holder of any of the Debentures shall thereafter look
only to  the Company  for any  payment  which such  holder  may be  entitled  to
collect, and all liability of the Trustee  or such paying agent with respect  to
such moneys shall thereupon cease.

                                 ARTICLE XIII.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                    ----------------------------------------
                             OFFICERS AND DIRECTORS
                             ----------------------

     SECTION 13.1.  INDENTURE AND DEBENTURES SOLELY CORPORATE OBLIGATIONS.
                    -----------------------------------------------------
No recourse for the payment of the principal of or premium, if any, or  interest
on any  Debenture,  or for  any  claim based  thereon  or otherwise  in  respect
thereof, and no recourse under or upon any obligation, covenant or agreement  of
the Company in this Indenture or in  any supplemental indenture, or in any  such
Debenture, or because of the creation  of any indebtedness represented  thereby,
shall be  had  against  any  incorporator,  stockholder,  employee,  officer  or
director, as such, past, present or future,  of the Company or of any  successor
Person of the Company, either directly  or through the Company or any  successor
Person of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any  assessment or penalty or otherwise, it  being
expressly understood  that all  such liability  is hereby  expressly waived  and
released as a condition of,  and as a consideration  for, the execution of  this
Indenture and the issue of the Debentures.

                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     SECTION 14.1.  SUCCESSORS.  All the covenants, stipulations, promises and
                    ----------
agreements of  the Company  in  this Indenture  shall  bind its  successors  and
assigns whether so expressed or not.

     SECTION 14.2.  OFFICIAL ACTS BY SUCCESSOR ENTITY.  Any act or proceeding by
                    ---------------------------------
any provision of this Indenture authorized  or required to be done or  performed
by any board,  committee or officer  of the Company  shall and may  be done  and
performed with like force  and effect by the  like board, committee, officer  or
other authorized Person  of any  entity that  shall at  the time  be the  lawful
successor of the Company.

     SECTION 14.3.  SURRENDER OF COMPANY POWERS.  The Company by instrument in
                    ---------------------------
writing executed  by authority  of at  least 2/3  (two-thirds) of  its Board  of
Directors and delivered to the Trustee may surrender any of the powers  reserved
to the Company and thereupon such  power so surrendered shall terminate both  as
to the Company, and as to any permitted successor.

     SECTION 14.4.  ADDRESSES FOR NOTICES, ETC.  Any notice, consent, direction,
                    --------------------------
request, authorization,  waiver  or  demand  which  by  any  provision  of  this
Indenture is required or permitted to be given, made, furnished or served by the
Trustee or by the Securityholders on or to the Company may be given or served in
writing by being deposited postage prepaid by registered or certified mail in  a
post office letter box addressed (until another address is filed by the Company,
with the Trustee  for the  purpose) to the  Company, 400  Broad Street,  Beloit,
Wisconsin  53511, Attention:   Todd J. James.   Any notice, consent,  direction,
request, authorization, waiver or demand by any Securityholder or the Company to
or upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes,  if  given or  made  in writing  at  the office  of  the  Trustee,
addressed  to  the  Trustee,  225  Asylum  Street,  Goodwin  Square,   Hartford,
Connecticut  06103 Attention: Vice President, Corporate Trust Department, with a
copy to State Street Bank and Trust Company, P.O. Box 778, Boston, Massachusetts
02102-0778, Attention:  Paul D. Allen, Corporate Trust Department.  Any  notice,
consent, direction,  request,  authorization, waiver  or  demand on  or  to  any
Securityholder shall be deemed to have been sufficiently given or made, for  all
purposes, if given or made in writing at the address set forth in the  Debenture
Register.

     SECTION 14.5.  GOVERNING LAW.  This Indenture and each Debenture shall be
                    -------------
deemed to be a contract made under the law of the State of New York, and for all
purposes shall be governed by and construed  in accordance with the law of  said
State, without regard to conflict of laws principles thereof.

     SECTION 14.6.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.  Upon any
                    ------------------------------------------------
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that in the opinion of the signers all  conditions
precedent, if  any, provided  for in  this Indenture  relating to  the  proposed
action have been complied with  and an Opinion of  Counsel stating that, in  the
opinion of such counsel, all such conditions precedent have been complied with.

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

     SECTION 14.7.  NON-BUSINESS DAYS.  In any case where the date of payment of
                    -----------------
interest on or principal of the Debentures will be a day that is not a  Business
Day, the payment of such interest on or principal of the Debentures need not  be
made on such date but may  be made on the  next succeeding Business Day,  except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding  Business Day, in each case with  the
same force  and effect  as if  made on  the  original date  of payment,  and  no
interest shall accrue for the period from and after such date.

     SECTION 14.8.  TABLE OF CONTENTS, HEADINGS, ETC.  The table of contents and
                    --------------------------------
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience  of reference  only, are not  to be  considered a  part
hereof, and shall in no way  modify or restrict any  of the terms or  provisions
hereof.

     SECTION 14.9.  EXECUTION IN COUNTERPARTS.  This Indenture may be executed
                    -------------------------
in any number  of counterparts, each  of which shall  be an  original, but  such
counterparts shall together constitute but one and the same instrument.

     SECTION 14.10. SEPARABILITY.  In case any one or more of the provisions
                    ------------
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any  other provisions of this Indenture  or
of such Debentures, but this Indenture and such Debentures shall be construed as
if such invalid or illegal or  unenforceable provision had never been  contained
herein or therein.

     SECTION 14.11. ASSIGNMENT.  The Company will have the right at all times
                    ----------
to assign any of its rights or obligations  under this Indenture to a direct  or
indirect wholly owned Subsidiary of the Company, provided that, in the event  of
any such assignment, the  Company will remain liable  for all such  obligations.
Subject to  the foregoing,  this Indenture  is binding  upon and  inures to  the
benefit of the parties hereto and their respective successors and assigns.  This
Indenture may not otherwise be assigned by the parties hereto.

     SECTION 14.12. ACKNOWLEDGMENT OF RIGHTS.  The Company agrees that, with
                    ------------------------
respect to any Debentures held by the Trust or the Institutional Trustee of  the
Trust, if the  Institutional Trustee of  the Trust fails  to enforce its  rights
under this Indenture  as the holder  of Debentures held  as the  assets of  such
Trust after  the holders  of a  majority in  Liquidation Amount  of the  Capital
Securities of such Trust have so  directed such Institutional Trustee, a  holder
of record of  such Capital Securities  may, to the  fullest extent permitted  by
law, institute legal proceedings  directly against the  Company to enforce  such
Institutional Trustee's rights  under this Indenture  without first  instituting
any legal proceedings against such trustee or any other Person.  Notwithstanding
the foregoing, if an Event  of Default has occurred  and is continuing and  such
event is attributable to the failure of the Company to pay interest (or premium,
if any) or principal on the Debentures on the date such interest (or premium, if
any) or principal is  otherwise payable (or  in the case  of redemption, on  the
redemption date),  the  Company  agrees  that a  holder  of  record  of  Capital
Securities of the Trust may directly institute a proceeding against the  Company
for enforcement  of payment  to such  holder directly  of the  principal of  (or
premium, if any)  or interest on  the Debentures having  an aggregate  principal
amount equal to the  aggregate Liquidation Amount of  the Capital Securities  of
such holder on or after the respective due date specified in the Debentures.

                                  ARTICLE XV.
                          SUBORDINATION OF DEBENTURES
                          ---------------------------

     SECTION 15.1.  AGREEMENT TO SUBORDINATE.  The Company covenants and agrees,
                    ------------------------
and each  holder  of  Debentures by  such  Securityholder's  acceptance  thereof
likewise covenants and agrees,  that all Debentures shall  be issued subject  to
the provisions of this Article XV; and each holder of a Debenture, whether  upon
original issue or upon transfer or assignment thereof, accepts and agrees to  be
bound by such provisions.

     The payment by the Company  of the principal of,  and premium, if any,  and
interest on all Debentures  shall, to the extent  and in the manner  hereinafter
set forth, be subordinated and junior in  right of payment to the prior  payment
in full of all  Senior Indebtedness of the  Company, whether outstanding at  the
date of this Indenture or thereafter incurred.

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

     SECTION 15.2.  DEFAULT ON SENIOR INDEBTEDNESS.  In the event and during the
                    ------------------------------
continuation of any default by the Company in the payment of principal, premium,
interest or any  other payment  due on any  Senior Indebtedness  of the  Company
following any grace  period, or in  the event that  the maturity  of any  Senior
Indebtedness of the Company has been  accelerated because of a default and  such
acceleration has  not been  rescinded  or canceled,  then,  in either  case,  no
payment shall be made  by the Company with  respect to the principal  (including
redemption) of, or premium, if any, or interest on the Debentures.

     In the  event that,  notwithstanding the  foregoing, any  payment shall  be
received by  the  Trustee when  such  payment  is prohibited  by  the  preceding
paragraph of this Section 15.2, such payment shall, subject to Section 15.7,  be
held in trust for the benefit  of, and shall be paid  over or delivered to,  the
holders of Senior Indebtedness  or their respective  representatives, or to  the
trustee or trustees  under any indenture  pursuant to which  any of such  Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to  the  extent that  the  holders of  the  Senior Indebtedness  (or  their
representative or representatives or  a trustee) notify  the Trustee in  writing
within 90 days of such payment of the amounts  then due and owing on the  Senior
Indebtedness and only the amounts specified in such notice to the Trustee  shall
be paid to the holders of Senior Indebtedness.

     SECTION 15.3.  LIQUIDATION, DISSOLUTION, BANKRUPTCY.  Upon any payment by
                    ------------------------------------
the Company or distribution of assets of  the Company of any kind or  character,
whether in cash, property  or securities, to creditors  upon any dissolution  or
winding-up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due upon all Senior Indebtedness of  the Company shall first be paid  in
full, or payment  thereof provided for  in money in  accordance with its  terms,
before any payment  is made by  the Company, on  account of  the principal  (and
premium, if any) or interest  on the Debentures.   Upon any such dissolution  or
winding-up or  liquidation or  reorganization, any  payment by  the Company,  or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  which the  Securityholders  or the  Trustee  would  be
entitled to  receive  from  the  Company, except  for  the  provisions  of  this
Article XV, shall  be  paid by  the  Company, or  by  any receiver,  trustee  in
bankruptcy, liquidating trustee, agent  or other Person  making such payment  or
distribution, or by the Securityholders or  by the Trustee under this  Indenture
if received by them or it, directly  to the holders of Senior Indebtedness  (pro
rata to  such  holders  on  the  basis  of  the  respective  amounts  of  Senior
Indebtedness held  by such  holders,  as calculated  by  the Company)  or  their
representative or  representatives, or  to the  trustee  or trustees  under  any
indenture pursuant to which any instruments evidencing such Senior  Indebtedness
may have been issued,  as their respective interests  may appear, to the  extent
necessary to pay such  Senior Indebtedness in full,  in money or money's  worth,
after giving effect  to any  concurrent payment or  distribution to  or for  the
holders of such Senior Indebtedness, before any payment or distribution is  made
to the Securityholders or to the Trustee.

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

     For purposes of this Article XV, the  words "cash, property or  securities"
shall not be deemed to include shares of stock of the Company as reorganized  or
readjusted, or securities of the Company  or any other corporation provided  for
by  a  plan  of  reorganization  or  readjustment,  the  payment  of  which   is
subordinated at least to the extent provided in this Article XV with respect  to
the Debentures to the payment of all  Senior Indebtedness, that may at the  time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without  the
consent of such holders,  altered by such reorganization  or readjustment.   The
consolidation of the Company  with, or the merger  of the Company into,  another
corporation or  the liquidation  or dissolution  of  the Company  following  the
conveyance or transfer of  its property as an  entirety, or substantially as  an
entirety, to another corporation upon the  terms and conditions provided for  in
Article XI of  this Indenture  shall not  be deemed  a dissolution,  winding-up,
liquidation or reorganization  for the purposes  of this Section  if such  other
corporation shall,  as  a part  of  such consolidation,  merger,  conveyance  or
transfer, comply with  the conditions stated  in Article XI  of this  Indenture.
Nothing in Section 15.2 or in this Section shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.6 of this Indenture.

     SECTION 15.4.  SUBROGATION.  Subject to the payment in full of all Senior
                    -----------
Indebtedness, the  Securityholders shall  be subrogated  to  the rights  of  the
holders of  such Senior  Indebtedness to  receive payments  or distributions  of
cash,  property  or  securities  of  the  Company,  applicable  to  such  Senior
Indebtedness until the principal  of (and premium, if  any) and interest on  the
Debentures shall be  paid in full.   For the  purposes of  such subrogation,  no
payments or distributions  to the  holders of  such Senior  Indebtedness of  any
cash, property or securities to which  the Securityholders or the Trustee  would
be entitled except for  the provisions of this  Article XV, and no payment  over
pursuant to the  provisions of  this Article XV  to or  for the  benefit of  the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness  of
the Company, and  the holders of  the Debentures be  deemed to be  a payment  or
distribution by the Company to or on account of such Senior Indebtedness.  It is
understood that the provisions  of this Article XV are  and are intended  solely
for the  purposes  of  defining  the  relative rights  of  the  holders  of  the
Securities, on the one hand, and the holders of such Senior Indebtedness, on the
other hand.

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

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

     SECTION 15.5.  TRUSTEE TO EFFECTUATE SUBORDINATION.  Each Securityholder by
                    -----------------------------------
such Securityholder's acceptance thereof authorizes  and directs the Trustee  on
such Securityholder's  behalf  to  take  such action  as  may  be  necessary  or
appropriate to  effectuate the  subordination provided  in this  Article XV  and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

     SECTION 15.6.  NOTICE BY THE COMPANY.  The Company shall give prompt
                    ---------------------
written notice to a Responsible Officer  of the Trustee at the Principal  Office
of the Trustee of any fact known to  the Company that would prohibit the  making
of any payment  of monies  to or by  the Trustee  in respect  of the  Debentures
pursuant to the provisions of this  Article XV.  Notwithstanding the  provisions
of this Article XV or any other  provision of this Indenture, the Trustee  shall
not be charged with knowledge of the existence of any facts that would  prohibit
the making of  any payment of  monies to  or by the  Trustee in  respect of  the
Debentures pursuant to  the provisions of  this Article XV, unless  and until  a
Responsible Officer of the Trustee at the Principal Office of the Trustee  shall
have received written notice thereof from the Company or a holder or holders  of
Senior Indebtedness or from any trustee therefor; and before the receipt of  any
such written notice,  the Trustee, subject  to the provisions  of Article VI  of
this Indenture, shall be entitled in all  respects to assume that no such  facts
exist; provided, however, that if the Trustee shall not have received the notice
       --------  -------
provided for in this  Section at least 2  Business Days prior  to the date  upon
which by  the  terms  hereof  any  money may  become  payable  for  any  purpose
(including, without limitation, the payment of the principal of (or premium,  if
any) or  interest on  any Debenture),  then, anything  herein contained  to  the
contrary notwithstanding, the  Trustee shall have  full power  and authority  to
receive such money and  to apply the same  to the purposes  for which they  were
received, and shall not be affected  by any notice to  the contrary that may  be
received by it within 2 Business Days prior to such date.

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

     SECTION 15.7.  RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.
                    -----------------------------------------------------
The Trustee in its individual capacity shall  be entitled to all the rights  set
forth in this Article XV in respect of any Senior Indebtedness at any time  held
by it,  to the  same extent  as any  other holder  of Senior  Indebtedness,  and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

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

     Nothing in this Article XV  shall apply to claims  of, or payments to,  the
Trustee under or pursuant to Section 6.6.

     SECTION 15.8.  SUBORDINATION MAY NOT BE IMPAIRED.  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 otherwise be charged with.

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

                    Signatures appear on the following page

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

                              BLACKHAWK BANCORP, INC.

                              By /s/ Todd James
                                 -----------------------------------
                                 Name: Todd James
                                 Title: Senior Vice President & CFO

                              STATE STREET BANK AND TRUST COMPANY OF
                              CONNECTICUT, NATIONAL ASSOCIATION, as Trustee

                              By /s/ Paul D Allen
                                 -----------------------------------
                                 Name: Paul D. Allen
                                 Title: Vice President

                                   EXHIBIT A

                     FORM OF JUNIOR SUBORDINATED DEBENTURE

                           [FORM OF FACE OF SECURITY]

     THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED  BY
THE UNITED STATES  OR ANY AGENCY  OR FUND OF  THE UNITED  STATES, INCLUDING  THE
FEDERAL DEPOSIT INSURANCE CORPORATION.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.    NEITHER  THIS  SECURITY  NOR  ANY  INTEREST   OR
PARTICIPATION HEREIN  MAY BE  REOFFERED, SOLD,  ASSIGNED, TRANSFERRED,  PLEDGED,
ENCUMBERED OR  OTHERWISE DISPOSED  OF IN  THE ABSENCE  OF SUCH  REGISTRATION  OR
UNLESS SUCH TRANSACTION  IS EXEMPT  FROM, OR  NOT SUBJECT  TO, THE  REGISTRATION
REQUIREMENTS OF THE  SECURITIES ACT AND  ANY APPLICABLE  STATE SECURITIES  LAWS.
THE HOLDER OF THIS SECURITY  BY ITS ACCEPTANCE HEREOF  AGREES TO OFFER, SELL  OR
OTHERWISE TRANSFER  THIS SECURITY  ONLY (A) TO  THE COMPANY,  (B) PURSUANT TO  A
REGISTRATION STATEMENT THAT  HAS BEEN  DECLARED EFFECTIVE  UNDER THE  SECURITIES
ACT, (C) TO  A  PERSON  WHOM  THE SELLER  REASONABLY  BELIEVES  IS  A  QUALIFIED
INSTITUTIONAL BUYER IN A  TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A  SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE 144A,  (D) TO  A  NON-U.S.  PERSON  IN  AN  OFFSHORE  TRANSACTION  IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S UNDER  THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING  THIS
SECURITY FOR  ITS OWN  ACCOUNT, OR  FOR  THE ACCOUNT  OF SUCH  AN  INSTITUTIONAL
ACCREDITED INVESTOR, FOR  INVESTMENT PURPOSES  AND NOT WITH  A VIEW  TO, OR  FOR
OFFER OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF  THE
SECURITIES ACT,  OR  (F) PURSUANT TO  ANY  OTHER AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S  RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN  OPINION
OF COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT  IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

     THIS SECURITY WILL BE ISSUED AND  MAY BE TRANSFERRED ONLY IN BLOCKS  HAVING
AN AGGREGATE PRINCIPAL  AMOUNT OF  NOT LESS  THAN $100,000.00  AND MULTIPLES  OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     THE HOLDER OF THIS SECURITY AGREES  THAT IT WILL COMPLY WITH THE  FOREGOING
RESTRICTIONS.

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

        Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                            Blackhawk Bancorp, Inc.

                               December 19, 2002

     Blackhawk Bancorp, Inc., a Wisconsin corporation (the "Company" which  term
includes any successor Person under the Indenture hereinafter referred to),  for
value received  promises  to pay  to  State Street  Bank  and Trust  Company  of
Connecticut, National Association, not in its individual capacity but solely  as
Institutional  Trustee  for  Blackhawk  Statutory  Trust  I  (the  "Holder")  or
registered assigns, the  principal sum of  seven million  two hundred  seventeen
thousand dollars ($7,217,000) on December 26, 2032, and to pay interest on  said
principal sum from December 19, 2002,  or from the most recent interest  payment
date (each such  date, an "Interest  Payment Date") to  which interest has  been
paid or duly provided for, quarterly  (subject to deferral as set forth  herein)
in arrears  on March 26,  June 26, September 26  and  December 26 of  each  year
commencing March 26, 2003, at  an annual rate equal  to 4.66% beginning on  (and
including) the date of original issuance and ending on (but excluding) March 26,
2003 and  at  an  annual rate  for  each  successive period  beginning  on  (and
including) March 26, 2003, and each succeeding Interest Payment Date, and ending
on  (but  excluding)  the  next  succeeding   Interest  Payment  Date  (each   a
"Distribution Period"), equal to 3-Month  LIBOR, determined as described  below,
plus 3.25% (the "Coupon  Rate"); provided, however,  that prior to  December 26,
                                 --------  -------
2007, the Coupon Rate shall not  exceed 11.75%, applied to the principal  amount
hereof, until  the  principal  hereof is  paid  or  duly provided  for  or  made
available for payment, and on any overdue principal and (without duplication) on
any overdue  installment of  interest at  the same  rate per  annum,  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 will  be
computed on the basis of  the actual number of  days in the Distribution  Period
concerned divided by  360.   In the event  that any  date on  which interest  is
payable on this Debenture is not a Business Day, then a payment of the  interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest  or other payment in  respect of any such  delay),
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 date the payment was originally
payable.   The interest  installment so  payable, and  punctually paid  or  duly
provided for, on any Interest Payment  Date will, as provided in the  Indenture,
be paid to the Person in whose name  this Debenture (or one or more  Predecessor
Securities) is registered at  the close of business  on the regular record  date
for such interest installment, which shall be  fifteen days prior to the day  on
which the relevant Interest Payment Date occurs.  Any such interest  installment
not so punctually paid or duly provided for shall forthwith cease to be  payable
to the Holder on such regular record date and may be paid to the Person in whose
name this Debenture (or one or more Predecessor Securities) is registered at the
close of business on a special record date.

     "3-Month LIBOR" as used herein, means the London interbank offered interest
rate for  three-month U.S.  dollar deposits  determined by  the Trustee  in  the
following order of priority:  (i) the rate (expressed as a percentage per annum)
for U.S. dollar deposits having a three-month maturity that appears on  Telerate
Page 3750  as of  11:00 a.m.  (London time)  on the  related Determination  Date
("Telerate Page 3750"  means the display  designated as "Page  3750" on the  Dow
Jones Telerate Service  or such  other page  as may  replace Page  3750 on  that
service or such other  service or services  as may be  nominated by the  British
Bankers' Association as  the information vendor  for the  purpose of  displaying
London interbank offered  rates for  U.S. dollar  deposits); (ii)  if such  rate
cannot be identified on the related Determination Date, the Trustee will request
the principal  London offices  of four  leading banks  in the  London  interbank
market to provide such banks' offered  quotations (expressed as percentages  per
annum) to prime banks  in the London interbank  market for U.S. dollar  deposits
having  a  three-month  maturity  as  of  11:00  a.m.  (London  time)  on   such
Determination Date.  If at least two quotations are provided, 3-Month LIBOR will
be the  arithmetic  mean  of  such quotations;  (iii) if  fewer  than  two  such
quotations are provided  as requested  in clause  (ii) above,  the Trustee  will
request four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such Determination Date.  If at  least
two such quotations are provided, 3-Month  LIBOR will be the arithmetic mean  of
such quotations; and  (iv) if fewer  than two  such quotations  are provided  as
requested in  clause  (iii)  above,  3-Month  LIBOR  will  be  a  3-Month  LIBOR
determined with respect  to the Distribution  Period immediately preceding  such
current Distribution Period.   If  the rate for  U.S. dollar  deposits having  a
three-month maturity that initially  appears on Telerate Page  3750 as of  11:00
a.m. (London  time) on  the  related Determination  Date  is superseded  on  the
Telerate Page 3750  by a  corrected rate  by 12:00  noon (London  time) on  such
Determination Date, then the corrected rate as so substituted on the  applicable
page will be the applicable 3-Month LIBOR for such Determination Date.  As  used
herein, "Determination Date"  means the  date that  is two  London Banking  Days
(i.e., a  business  day  in which  dealings  in  deposits in  U.S.  dollars  are
transacted in the  London interbank market)  preceding the  commencement of  the
relevant Distribution Period.

     The Coupon Rate for any Distribution Period will at no time be higher  than
the maximum rate then permitted by New York law  as the same may be modified  by
United States law.

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

     The principal of  and interest on  this Debenture shall  be payable at  the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained for that  purpose in any  coin or currency  of the  United States  of
America that at the time of  payment is legal tender  for payment of public  and
private debts; provided, however, that payment of interest may be made by  check
               --------  -------
mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire transfer  by such holder has not been  received
by the Company or by wire transfer to an account appropriately designated by the
holder hereof.   Notwithstanding the foregoing,  so long as  the holder of  this
Debenture is the  Institutional Trustee,  the payment  of the  principal of  and
interest on this Debenture will be  made in immediately available funds at  such
place and to such account as may be designated by the Trustee.

     So long as no Event of Default has occurred and is continuing, the  Company
shall have  the right,  from time  to  time, and  without  causing an  Event  of
Default, to  defer payments  of  interest on  the  Debentures by  extending  the
interest payment period  on the Debentures  at any time  and from  time to  time
during the term of  the Debentures, for up  to 20 consecutive quarterly  periods
(each such  extended interest  payment period,  an "Extension  Period"),  during
which Extension Period no interest (including Additional Interest) shall be  due
and payable.   No Extension  Period may end  on a  date other  than an  Interest
Payment Date.  At the end of any such Extension Period the Company shall pay all
interest then accrued  and unpaid on  the Debentures  (together with  Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
                   --------  -------
the Maturity Date;  provided further, however,  that during  any such  Extension
                    -------- -------  -------
Period, the Company shall not  and shall not permit  any Affiliate to engage  in
any of the activities or transactions  described on the reverse side hereof  and
in the Indenture.  Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous  and   further  consecutive   extensions  thereof   shall  not   exceed
20 consecutive quarterly periods, or extend beyond the Maturity Date.  Upon  the
termination of any  Extension Period  and upon the  payment of  all accrued  and
unpaid interest  and  Additional  Interest,  the  Company  may  commence  a  new
Extension Period,  subject  to  the foregoing  requirements.    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.  The Company must give the Trustee notice of its election to begin  or
extend an Extension Period at least 5 Business Days prior to the regular  record
date (as  such  term  is  used in  Section 2.8  of  the  Indenture)  immediately
preceding the  Interest Payment  Date  with respect  to  which interest  on  the
Debentures would have been  payable except for the  election to begin or  extend
such Extension Period.

     The indebtedness evidenced by this Debenture is, to the extent provided  in
the Indenture, subordinate and junior in  right of payment to the prior  payment
in full of all Senior Indebtedness, and this Debenture is issued subject to  the
provisions of  the  Indenture  with  respect  thereto.    Each  holder  of  this
Debenture, 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 action as may be necessary or appropriate to acknowledge or 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,  hereby  waives  all  notice   of  the  acceptance  of   the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding  or hereafter incurred, and  waives
reliance by each such holder upon said provisions.

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

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

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

                              BLACKHAWK BANCORP, INC.

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

                         CERTIFICATE OF AUTHENTICATION
                         -----------------------------

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

                              State Street Bank and Trust Company of
                              Connecticut, National Association, as Trustee

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

                         [FORM OF REVERSE OF DEBENTURE]

     This Debenture is one of the floating rate junior subordinated deferrable
interest debentures of the Company, all issued or to be issued under and
pursuant to the Indenture dated as of December 19, 2002 (the "Indenture"), duly
executed and delivered between the Company and the Trustee, to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures.  The Debentures are limited in aggregate
principal amount as specified in the Indenture.

     Upon the occurrence and continuation of a Special Event prior to
December 26, 2007, the Company shall have the right to redeem the Debentures in
whole, but not in part, at any Interest Payment Date, within 120 days following
the occurrence of such Special Event, at the Special Redemption Price.

     In addition, the Company shall have the right to redeem the Debentures, in
whole or in part, but in all cases in a principal amount with integral multiples
of $1,000.00, on any Interest Payment Date on or after December 26, 2007, at the
Redemption Price.

     Prior to 10:00 a.m. New York City time on the Redemption Date or Special
Redemption Date, as applicable, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
Redemption Date or the Special Redemption Date, as applicable, all the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price, together with accrued interest to the Redemption Date
or Special Redemption Date, as applicable.

     If all, or less than all, the Debentures are to be redeemed, the Company
will give the Trustee notice not less than 45 nor more than 60 days,
respectively, prior to the Redemption Date or Special Redemption Date, as
applicable, as to the aggregate principal amount of Debentures to be redeemed
and the Trustee shall select, in such manner as in its sole discretion it shall
deem appropriate and fair, the Debentures or portions thereof (in integral
multiples of $1,000.00) to be redeemed.

     Notwithstanding the foregoing, any redemption of Debentures by the Company
shall be subject to the receipt of any and all required regulatory approvals.

     In case an Event of Default shall have occurred and be continuing, upon
demand of the Trustee, the principal of all of the Debentures shall become due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures; provided, however, that no such supplemental indenture shall
                   --------  -------
without the consent of the holders of each Debenture then outstanding and
affected thereby (i) change the fixed maturity of any Debenture, or reduce the
principal amount thereof or any premium thereon, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Debentures, or impair or affect the right of any Securityholder to institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders
of which are required to consent to any such supplemental indenture.

     The Indenture also contains provisions permitting the holders of a majority
in aggregate principal amount of the Debentures at the time outstanding on
behalf of the holders of all of the Debentures to waive (or modify any
previously granted waiver of) any past default or Event of Default, and its
consequences, except a default (a) in the payment of principal of, premium, if
any, or interest on any of the Debentures, (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of the
holder of each Debenture affected, or (c) in respect of the covenants contained
in Section 3.9 of the Indenture; provided, however, that if the Debentures are
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held by the Trust or a trustee of such trust, such waiver or modification to
such waiver shall not be effective until the holders of a majority in
Liquidation Amount of Trust Securities of the Trust shall have consented to such
waiver or modification to such waiver, provided, further, that if the consent of
                                       --------  -------
the holder of each outstanding Debenture is required, such waiver shall not be
effective until each holder of the Trust Securities of the Trust shall have
consented to such waiver.  Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of the Indenture and the Company,
the Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.  Whenever any default or Event of Default hereunder shall
have been waived as permitted by the Indenture, said default or Event of Default
shall for all purposes of the Debentures and the Indenture be deemed to have
been cured and to be not continuing.

     No reference herein to the Indenture and no provision of this Debenture 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 Debenture at the time and place
and at the rate and in the money herein prescribed.

     The Company has agreed that if Debentures are initially issued to the Trust
or a trustee of such Trust in connection with the issuance of Trust Securities
by the Trust (regardless of whether Debentures continue to be held by such
Trust) and (i) there shall have occurred and be continuing an Event of Default,
(ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities Guarantee, or (iii) the Company shall
have given notice of its election to defer payments of interest on the
Debentures by extending the interest payment period as provided herein and such
Extension Period, or any extension thereof, shall be continuing, then the
Company shall not, and shall not allow any Affiliate of the Company to,
(x) 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 its Affiliates' capital stock (other than payments of dividends
or distributions to the Company) or make any guarantee payments with respect to
the foregoing 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 or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures (other than, with respect to clauses (x) and (y) above,
(1) repurchases, redemptions or other acquisitions of shares of capital stock of
the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder 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, if any, (2) as a result of any 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, (3) 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, (4) any declaration of a dividend in connection with any
stockholders' rights plan, or the issuance of rights, stock or other property
under any stockholders' rights plan, or the redemption or repurchase of rights
pursuant thereto, (5) 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 and any
cash payments in lieu of fractional shares issued in connection therewith, or
(6) payments under the Capital Securities Guarantee).

     The Debentures are issuable only in registered, certificated form without
coupons and in minimum denominations of $100,000.00 and any multiple of
$1,000.00 in excess thereof.  As provided in the Indenture and subject to the
transfer restrictions and limitations as may be contained herein and therein
from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company.  Upon due presentment for registration of
transfer of any Debenture at the Principal Office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.2 of the Indenture, the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal amount.  All
Debentures presented for registration of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing.  No service charge shall be made for any exchange or registration of
transfer of Debentures, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

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

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

     Capitalized terms used  and not defined  in this Debenture  shall have  the
meanings assigned in the Indenture dated as of the date of original issuance  of
this Debenture between the Trustee and the Company.

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