<PAGE>
                                                                   Exhibit 4.1
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                          PACIFIC CREST CAPITAL, INC.
                                       
                                       
                                       
                                      TO
                                       
                                       
                           WILMINGTON TRUST COMPANY
                                       
                                       
                                       
                                    TRUSTEE
                                       
                                       
                      ----------------------------------
                                       
                                       
                         JUNIOR SUBORDINATED INDENTURE
                                       
                        DATED AS OF SEPTEMBER 22, 1997
                                       
                                       
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<PAGE>
                                       
                          PACIFIC CREST CAPITAL, INC.
                                       
     Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by
the Trust Reform Act of 1990, are a part of and govern the Indenture whether or
not physically contained therein) and the Junior Subordinated Indenture, dated
as of September 22, 1997.

<TABLE>
<CAPTION>

 TRUST INDENTURE                                              INDENTURE
  ACT SECTION                                                  SECTION 
  -----------                                                  -------
<S>                                                     <C>
Section 310 (a) (1), (2) and (5) . . . . . . . . . . .   Not Applicable
     (a) (3) . . . . . . . . . . . . . . . . . . . . .   Not Applicable
     (a) (4) . . . . . . . . . . . . . . . . . . . . .   Not Applicable
     (b) . . . . . . . . . . . . . . . . . . . . . . .   6.8
     . . . . . . . . . . . . . . . . . . . . . . . . .   6.10
     (c) . . . . . . . . . . . . . . . . . . . . . . .   Not Applicable
Section 311 (a). . . . . . . . . . . . . . . . . . . .   6.13(a)
     (b) . . . . . . . . . . . . . . . . . . . . . . .   6.13(b b) (2)      
     . . . . . . . . . . . . . . . . . . . . . . . . .   7.3(a) (2)
     . . . . . . . . . . . . . . . . . . . . . . . . .   7.3(a) (2)
Section 312 (a). . . . . . . . . . . . . . . . . . . .   7.1
     . . . . . . . . . . . . . . . . . . . . . . . . .   7.2(a)
     (b) . . . . . . . . . . . . . . . . . . . . . . .   7.2(b)
     (c) . . . . . . . . . . . . . . . . . . . . . . .   7.2(c)
Section 313 (a). . . . . . . . . . . . . . . . . . . .   7.3(a)
     (b) . . . . . . . . . . . . . . . . . . . . . . .   7.3(b)
     (c) . . . . . . . . . . . . . . . . . . . . . . .   7.3(a), 7.3(b)
     (d) . . . . . . . . . . . . . . . . . . . . . . .   7.3(c)
Section 314 (a) (1), (2) and (3) . . . . . . . . . . .   7.4
     (a) (4) . . . . . . . . . . . . . . . . . . . . .   10.5
     (b) . . . . . . . . . . . . . . . . . . . . . . .   Not Applicable
     (c) (1) . . . . . . . . . . . . . . . . . . . . .   1.2
     (c) (2) . . . . . . . . . . . . . . . . . . . . .   1.2
     (c) (3) . . . . . . . . . . . . . . . . . . . . .   Not Applicable
     (d) . . . . . . . . . . . . . . . . . . . . . . .   Not Applicable
     (e) . . . . . . . . . . . . . . . . . . . . . . .   1.2
     (f) . . . . . . . . . . . . . . . . . . . . . . .   Not Applicable
Section 315 (a). . . . . . . . . . . . . . . . . . . .   6.1(a)
     (b) . . . . . . . . . . . . . . . . . . . . . . .   6.2

<PAGE>

<CAPTION>
TRUST INDENTURE                                      INDENTURE
 ACT SECTION                                          SECTION 
 -----------                                          -------
<S>                                                  <C>
     . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (6)
     (c) . . . . . . . . . . . . . . . . . . . . . . 6.1(b)
     (d) . . . . . . . . . . . . . . . . . . . . . . 6.1 (c)
     (d) (1) . . . . . . . . . . . . . . . . . . . . 6.1(a) (1)
     (d) (2) . . . . . . . . . . . . . . . . . . . . 6.1(c) (2)
     (d) (3) . . . . . . . . . . . . . . . . . . . . 6.1(c) (3)
     (e) . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316 (a). . . . . . . . . . . . . . . . . . . 1.1
     (a) (1) (A) . . . . . . . . . . . . . . . . . . 5.12
     (a) (1) (B) . . . . . . . . . . . . . . . . . . 5.13
     (a) (2) . . . . . . . . . . . . . . . . . . . . Not Applicable
     (b) . . . . . . . . . . . . . . . . . . . . .   5.8
     (c) . . . . . . . . . . . . . . . . . . . . . . 1.4(f)
Section 317 (a) (1). . . . . . . . . . . . . . . . . 5.3
     (a) (2) . . . . . . . . . . . . . . . . . . . . 5.4
     (b) . . . . . . . . . . . . . . . . . . . . . .10.3
Section 318 (a). . . . . . . . . . . . . . . . . . . 1.7
</TABLE>
______________
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be 
      a part of the Junior Subordinated Indenture.

<PAGE>


     JUNIOR SUBORDINATED INDENTURE, dated as of September 22, 1997, between
PACIFIC CREST CAPITAL, INC., a Delaware corporation (hereinafter called the
"Company") having its principal office at 30343 Canwood Street, Agoura Hills,
California 91301, and WILMINGTON TRUST COMPANY, a Delaware banking corporation,
as Trustee (hereinafter called the "Trustee").

                    RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from
the issuance from time to time by one or more business trusts (each a "PCC
Trust," and, collectively, the "PCC Trusts") of preferred trust interests in
such Trusts (the "Preferred Securities") and common interests in such Trusts
(the "Common Securities" and, collectively with the Preferred Securities, the
Trust Securities), and to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered.

     All things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company the
valid obligations of the Company, and to make this Indenture a valid agreement
of the Company, in accordance with their and its terms, have been done.

     NOW THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the
premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:

                                   ARTICLE I
                                       
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.   DEFINITIONS.

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

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

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

     (3)   All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean

<PAGE>

such accounting principles which are generally accepted at the date or time 
of such computation; provided, that when two or more principles are so 
generally accepted, it shall mean that set of principles consistent with 
those in use by the Company; and

     (4)   The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

     "1940 ACT" means the Investment Company Act of 1940, as amended.

     "ACT" when used with respect to any Holder has the meaning specified in
Section 1.4.

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

     "ADDITIONAL SUMS" has the meaning specified in Section 10.6.

     "ADDITIONAL TAXES" means the sum of any additional taxes, duties and other
governmental charges to which a PCC Trust has become subject from time to time
as a result of a Tax Event.

     "ADMINISTRATIVE TRUSTEE" means, in respect of any PCC Trust, each Person
identified as an "Administrative Trustee" or an "Administrative Agent" in the
related Trust Agreement, solely in such Person's capacity as Administrative
Trustee or an Administrative Agent, as the case may be, of such PCC Trust under
such Trust Agreement and not in such Person's individual capacity, or any
successor administrative trustee or successor administrative agent, as the case
may be, appointed as therein provided.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; PROVIDED, HOWEVER, no PCC Trust to which
Securities have been issued shall be deemed to be an Affiliate of the Company.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "ALLOCABLE AMOUNTS," when used with respect to any Senior and Subordinated
Debt, means all amounts due or to become due on such Senior and Subordinated
Debt less, if applicable, any amount which would have been paid to, and
retained by, the holders of such Senior and Subordinated Debt (whether as a
result of the receipt of payments by the holders of such Senior and
Subordinated Debt from the Company or any other obligor thereon or from any
holders of, or trustee in respect of, other indebtedness that is subordinate
and junior in right of payment to such Senior and Subordinated Debt pursuant to
any provision of such indebtedness for the payment over of amounts received on
account of such indebtedness to the holders of such Senior and Subordinated

                                      2
<PAGE>

Debt or otherwise) but for the fact that such Senior and Subordinated Debt is
subordinate or junior in right of payment to (or subject to a requirement that
amounts received on such Senior and Subordinated Debt be paid over to obligees
on) trade accounts payable or accrued liabilities arising in the ordinary
course of business.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee pursuant
to Section  6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "BOARD OF DIRECTORS" means either the board of directors of the Company or
any committee of that board duly authorized to act hereunder.

     "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, or such committee of the Board of Directors or officers of the
Company to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the State of California are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to a PCC Trust, the principal office of the Property
Trustee under the related Trust Agreement, is closed for business.

     "CAPITAL TREATMENT EVENT" means, in the event that the Company becomes
subject to capital adequacy guidelines, the reasonable determination by the
Company that, as a result of any amendment to, or change (including any
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such prospective change, pronouncement or decision is announced on
or after the date of issuance of the Preferred Securities of such PCC Trust,
there is more than an insubstantial risk of impairment of the Company's ability
to treat the Preferred Securities (or any substantial portion thereof) as "Tier
I Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the primary federal regulator of the Company, as then in
effect and applicable to the Company.

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

     "COMMON SECURITIES" has the meaning specified in the first recital of this
Indenture.

     "COMMON STOCK" means the common stock, $.01 par value, of the Company.

                                      3
<PAGE>

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

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

     "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered.

     "CORPORATION" includes a corporation, association, company, joint-stock
company or business trust.

     "DEBT" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) every obligation of the
type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor or otherwise.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

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

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

     "DISTRIBUTIONS," with respect to the Trust Securities issued by a PCC
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

                                      4
<PAGE>

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

     "EVENT OF DEFAULT" has the meaning specified in Article V unless otherwise
specified in the supplemental indenture or the Officers' Certificate delivered
pursuant to Section 3.1 hereof creating a series of Securities.

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

     "EXTENSION PERIOD" has the meaning specified in Section 3.11.

     "GLOBAL SECURITY" means a Security in the form prescribed in Section 2.4
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

     "PCC GUARANTEE" means the guarantee by the Company of distributions on the
Preferred Securities of a PCC Trust to the extent provided in the related
Guarantee Agreement.

     "PCC TRUST" has the meaning specified in the first recital of this
Indenture.

     "GUARANTEE AGREEMENT" means the Guarantee Agreement substantially in the
form attached hereto as Annex C, or substantially in such form as may be
specified as contemplated by Section 3.1 with respect to the Securities of any
series, in each case as amended from time to time.

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

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

     "INTEREST PAYMENT DATE" means as to each series of Securities the Stated
Maturity of an installment of interest on such Securities.

     "INVESTMENT COMPANY EVENT" means, in respect of a PCC Trust, the receipt
by a PCC Trust of an Opinion of Counsel, rendered by a law firm experienced in
such matters, to the effect that, as a result of change in law or regulation or
a change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, such PCC
Trust is or will be considered an "investment company" that is required to be
registered under the 1940 Act, which change becomes effective on or after the
date of original issuance of the Preferred Securities of such PCC Trust.

                                      5
<PAGE>

     "JUNIOR SUBORDINATED PAYMENT" has the meaning specified in Section 13.2.

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

     "NOTICE OF DEFAULT" means a written notice of the kind specified in
Section 5.1(3).

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors, the President or
a Vice President, and by the Chief Financial Officer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

     "ORIGINAL ISSUE DATE" means the date of issuance specified as such in each
Security.

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

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

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

     (iii) Securities in substitution for or in lieu of which other Securities
have been authenticated and delivered or which have been paid pursuant to
Section 3.6, unless proof satisfactory to the Trustee is presented that any
such Securities are held by Holders in whose hands such Securities are valid,
binding and legal obligations of the Company; PROVIDED, HOWEVER, that in
determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.  Upon the written request of
the Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the
Company to be owned or held by or for the account of the Company, or any other
obligor on the Securities or any Affiliate of the Company 

                                      6
<PAGE>

or such obligor, and, subject to the provisions of Section 6.1, the Trustee 
shall be entitled to accept such Officers' Certificate as conclusive evidence 
of the facts therein set forth and of the fact that all Securities not listed 
therein are Outstanding for the purpose of any such determination.

     "PAYING AGENT" means the Trustee or any Person authorized by the Company
to pay) the principal of or interest on any Securities on behalf of the
Company.

     "PERSON" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     "PLACE OF PAYMENT" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest
on the Securities of such series are payable pursuant to Sections 3.1 and 3.11.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

     "PREFERRED SECURITIES" has the meaning specified in the first recital of
this Indenture.

     "PROCEEDING" has the meaning specified in Section 13.2.

     "PROPERTY TRUSTEE" means, in respect of any PCC Trust, the commercial bank
or trust company identified as the "Property Trustee" in the related Trust
Agreement, solely in its capacity as Property Trustee of such PCC Trust under
such Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.

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

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

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise
provided pursuant to Section 3.1 with respect to Securities of a series, (i) in
the case of Securities of a series represented by one or more Global
Securities, the Business Day next preceding such Interest Payment Date and
(ii) in the case of Securities of a series not represented by one or more
Global Securities, the date which is fifteen days next preceding such Interest
Payment Date (whether or not a Business Day).

                                      7
<PAGE>

     "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

     "SECURITIES" or "SECURITY" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

     "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 3.5.

     "SENIOR AND SUBORDINATED DEBT" means the principal of (and premium, if
any) and interest, if any (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt of the Company, whether incurred on or prior to the date
of this Indenture or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
provided that such obligations are not superior in right of payment to the
Securities, PROVIDED, HOWEVER, that Senior and Subordinated Debt shall not be
deemed to include (a) any Debt of the Company which, when incurred and without
respect to any election under Section 1111(b) of the Bankruptcy Reform Act of
1978, as amended, was without recourse to the Company, (b) any Debt of the
Company to any of its Subsidiaries, (c) Debt to any employee of the Company,
and (d) any Securities.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

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

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

     "TAX EVENT" means the receipt by the Company and the PCC Trust of an
Opinion of Counsel (as defined in the relevant PCC Trust Agreement) experienced
in such matters to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such prospective change,
pronouncement or decision is announced on or after the date of issuance of the
Preferred Securities of such PCC Trust, there is more than an insubstantial
risk that (i) such PCC 

                                      8
<PAGE>

Trust is, or will be within 90 days of the date of such Opinion of Counsel, 
subject to United States Federal income tax with respect to income received 
or accrued on the corresponding series of Securities, (ii) interest payable 
by the Company on such corresponding series of Securities is not, or within 
90 days of the date of such Opinion of Counsel, will not be, deductible by 
the Company, in whole or in part, for United States Federal income tax 
purposes or (iii) such PCC Trust is, or will be within 90 days of the date of 
such Opinion of Counsel, subject to more than a DE MINIMIS amount of other 
taxes, duties or other governmental charges.

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

     "TRUST AGREEMENT" means the Trust Agreement substantially in the form
attached hereto as Annex A, as amended by the form of Amended and Restated
Trust Agreement substantially in the form attached hereto as Annex B, or
substantially in such form as may be specified as contemplated by Section 3.1
with respect to the Securities of any series, in each case as amended from time
to time.

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder and, if at any time
there is more than one such Person, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.5.

     "TRUST SECURITIES" has the meaning specified in the first recital of this
Indenture.

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

Section 1.2.   COMPLIANCE CERTIFICATE AND OPINIONS.

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

                                      9
<PAGE>

     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificates
provided pursuant to Section 10.5) shall include:

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

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

     (3)   a statement that, in the opinion of each such individual, 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, in the opinion of each such individual,
such condition or covenant has been complied with.

Section 1.3.   FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

Section 1.4.   ACTS OF HOLDERS.

     (A)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and 

                                      10
<PAGE>

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

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

     (C)   The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

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

     (F)   The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, PROVIDED that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date, PROVIDED that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be 

                                      11
<PAGE>

canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date, PROVIDED that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 10.6, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date.

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

                                      12
<PAGE>

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

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

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

     (2)   the Company by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose (except as otherwise provided
in Section 5.1) hereunder if in writing and mailed, first class, postage
prepaid, to the Company, addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.

Section 1.6.   NOTICE TO HOLDERS; WAIVER.

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

Section 1.7.   CONFLICT WITH TRUST INDENTURE ACT.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture
Act through operation of Section 318(c) thereof, such imposed duties shall
control.

Section 1.8.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                                      13
<PAGE>

Section 1.9.   SUCCESSORS AND ASSIGNS.

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

Section 1.10.  SEPARABILITY CLAUSE.

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

Section 1.11.  BENEFITS OF INDENTURE.

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

Section 1.12.  GOVERNING LAW.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of California without regard to conflicts
of laws principles thereof, except that the immunities and standard of care of
the Trustee shall be governed by Delaware law.

Section 1.13.  NON-BUSINESS DAYS.

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

                                  ARTICLE II
                                       
                                SECURITY FORMS
                                       
Section 2.1.  FORMS GENERALLY.

     The Securities of each series shall be in substantially the forms set
forth in this Article, or in such other form or forms as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions,

                                      14
<PAGE>

substitutions and other variations as are required or permitted by this 
Indenture and may have such letters, numbers or other marks of identification 
and such legends or endorsements placed thereon as may be required to comply 
with applicable tax laws or the rules of any securities exchange or as may, 
consistently herewith, be determined by the officers executing such 
securities, as evidenced by their execution of the Securities.  If the form 
of Securities of any series is established by action taken pursuant to a 
Board Resolution, a copy of an appropriate record of such action shall be 
certified by the Secretary or an Assistant Secretary of the Company and 
delivered to the Trustee at or prior to the delivery of the Company Order 
contemplated by Section 3.3 with respect to the authentication and delivery 
of such Securities.

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

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

Section 2.2.  FORM OF FACE OF SECURITY.


                          PACIFIC CREST CAPITAL, INC.
                                       
               __% JUNIOR SUBORDINATED DEBENTURE DUE ___________
                                       

Registered                                        Principal Amount:
No.                                               CUSIP No.:

     PACIFIC CREST CAPITAL, INC., a corporation organized and existing under
the laws of Delaware (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to __________, or registered assigns, the
principal sum of $_______ Dollars on ________; provided that the Company may
shorten the Stated Maturity of the principal of this Security to a date not
earlier than ________.  The Company further promises to pay interest on said
principal sum from ________ or from the most recent interest payment date (each
such date, an "Interest Payment Date") on which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
the last day of _____ and _____ of each year commencing ________ at the rate of
____% per annum, until the principal hereof shall have become due and payable,
plus Additional Interest, if any, until the principal hereof is paid or duly
provided for or made available for payment and on any overdue principal and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
rate of ____% per 

                                      15
<PAGE>

annum, compounded quarterly.  The amount of interest payable for any period 
shall be computed on the basis of twelve 30-day months and a 360-day year.  
The amount of interest payable for any partial period shall be computed on 
the basis of the number of days elapsed in a 360-day year of twelve 30-day 
months.  In the event that any date on which interest is payable on this 
Security is not a Business Day, then a payment of the interest payable on 
such date will be made on the next succeeding day which is a Business Day 
(and without any interest or other payment in respect of any such delay), 
with the same force and effect as if made on the date the payment was 
originally payable.  A "Business Day" shall mean any day other than a 
Saturday or Sunday a day on which banking institutions in the State of 
California are authorized or required by law or executive order to remain 
closed or on a day on which the Corporate Trust Office of the Trustee, or the 
principal office of the Property Trustee under the Trust Agreement 
(hereinafter referred to) for [NAME OF TRUST] is closed for business.  The 
interest installment so payable, and punctually paid or duly provided for, on 
any Interest Payment Date will, as provided in the Indenture, be paid to the 
Person in whose name this Security (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 [INSERT RECORD DATE] next preceding 
such Interest Payment Date.  Any such interest installment not so punctually 
paid or duly provided for shall forthwith cease to be payable to the Holder 
on such Regular Record Date and may either be paid to the Person in whose 
name this Security (or one or more Predecessor Securities) is registered at 
the close of business on a Special Record Date for the payment of such 
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given 
to Holders of Securities of this series not less than ____ days prior to such 
Special Record Date, or be paid at any time in any other lawful manner not 
inconsistent with the requirements of any securities exchange on which the 
Securities of this series may be listed, and upon such notice as may be 
required by such exchange, all as more fully provided in said Indenture.

     [IF APPLICABLE INSERT--So long as no Event of Default has occurred and is
continuing, the Company shall have the right at any time during the term of
this Security to defer payment of interest on this Security, at any time or
from time to time, for up to 20 consecutive quarterly interest payment periods
with respect to each deferral period (each an "EXTENSION PERIOD"), (during
which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date, and at the end of which the
Company shall pay all interest then accrued and unpaid (together with
Additional Interest thereon to the extent permitted by applicable law));
PROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security; PROVIDED, FURTHER, that during any
such Extension Period, the Company shall not, and shall not permit any
Subsidiary of the Company to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock (which includes common and preferred stock),
(ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt security of the Company (including
Securities issued by the Company pursuant to the Indenture other than the
Securities represented by this certificate) that ranks PARI PASSU with or
junior in interest to this Security, (iii) make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any
Subsidiaries of the Company (if such guarantee ranks PARI PASSU in all respects
with or junior in interest to this Security (other than (a) dividends or
distributions in capital stock of the Company (which includes common and
preferred stock), (b) any declaration of a dividend in 

                                      16
<PAGE>

connection with the implementation of a stockholders' rights plan, or the 
issuance of stock under any such plan in the future or the redemption or 
repurchase of any such rights pursuant thereto, (c) payments under the PCC 
Guarantee related to the Preferred Securities issued by [NAME OF TRUST], and 
(d) purchases of Common Stock related to the issuance of Common Stock or 
rights under any of the Company's benefit plans for its directors, officers 
or employees or (iv) redeem, purchase or acquire less than all of the 
Securities of this series or any of the Preferred Securities.  Prior to the 
termination of any such Extension Period, the Company may further extend such 
Extension Period, PROVIDED that such extension does not cause such Extension 
Period to exceed ___ consecutive interest payment periods or to extend beyond 
the Stated Maturity.  Upon the termination of any such Extension Period and 
upon the payment of all amounts then due on any Interest Payment Date, and 
subject to the foregoing limitation, the Company may elect to begin a new 
Extension Period. No interest shall be due and payable during an Extension 
Period except at the end thereof. The Company shall give the Trustee, the 
Property Trustee and the Administrative Trustees of [NAME OF TRUST] notice of 
its election to begin any Extension Period at least ___ Business Days prior 
to the earlier of (i) the date on which Distributions on the Preferred 
Securities would be payable except for the election to begin such Extension 
Period, or (ii) the date the Administrative Trustees are required to give 
notice to the New York Stock Exchange, the Nasdaq National Market or other 
applicable stock exchange or automated quotation system on which the 
Preferred Securities are then listed or quoted or to holders of such 
Preferred Securities of the record date or (iii) the date such Distributions 
are payable, but in any event not less than ___ Business Days prior to such 
record date.  The Trustee shall give notice of the Company's election to 
begin a new Extension Period to the holders of the Preferred Securities.  
There is no limitation on the number of times that the Company may elect to 
begin an Extension Period.]

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

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

                                      17
<PAGE>

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

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

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                       PACIFIC CREST CAPITAL, INC.

                                       By: _____________________________
                                           [PRESIDENT OR VICE PRESIDENT]

Attest:

__________________________________
[SECRETARY OR ASSISTANT SECRETARY]

Section 2.3.  FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of ________, 1997
(herein called the "INDENTURE"), between the Company and __________ as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Company and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$_________.

     All terms used in this Security that are defined in the Indenture and in
the Trust Agreement, dated as of _____________, ____, as amended (the "Trust
Agreement"), for [INSERT NAME OF TRUST] among Pacific Crest Capital, Inc., as
Depositor, and the Trustees named therein, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.

     [IF APPLICABLE, INSERT--The Company may at any time, at its option, on or
after ________, and subject to the terms and conditions of Article XI of the
Indenture], redeem this Security [in whole at any time] [or in part from time
to time], without premium or penalty, at a redemption price equal to [INSERT
REDEMPTION PRICE] to the Redemption Date.]


                                       18

<PAGE>

     [IF APPLICABLE, INSERT--Upon the occurrence and during the continuation of
a Tax Event, Investment Company Event or Capital Treatment Event in respect of
a PCC Trust, the Company may, at its option, at any time within 90 days of the
occurrence of such Tax Event, Investment Company Event or Capital Treatment
Event redeem this Security, [IF APPLICABLE, INSERT--in whole but not in part],
subject to the provisions of Section 11.7 and the other provisions of Article
XI of the Indenture, at a redemption price equal to [INSERT REDEMPTION PRICE]
to the Redemption Date.]

     [IF APPLICABLE, INSERT--In the event of redemption of this Security in
part only, a new Security or Securities of this series for the portion hereof
not redeemed will be issued in the name of the Holder hereof upon the
cancellation hereof.]

     The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with
certain conditions set forth in the Indenture.

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

     [IF THE SECURITY IS NOT A DISCOUNT SECURITY,--As provided in and subject
to the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series may declare the
principal amount of all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), PROVIDED that, in the case of the Securities of this series issued
to a PCC Trust, if upon an Event of Default, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series
fails to declare the principal of all the Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration the principal amount of and the accrued interest (including any
Additional Interest) on all the Securities of this series shall become
immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]


                                       19

<PAGE>

     [IF THE SECURITY IS A DISCOUNT SECURITY,--As provided in and subject to
the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than such
portion of the principal amount as may be specified in the terms of this series
may declare an amount of principal of the Securities of this series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, in the case of the Securities of
this series issued to a PCC Trust, if upon an Event of Default, the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of this series fails to declare the principal of all the Securities
of this series to be immediately due and payable, the holders of at least 25%
in aggregate Liquidation Amount of the Preferred Securities then outstanding
shall have such right by a notice in writing to the Company and the Trustee.
Such amount shall be equal to [INSERT FORMULA FOR DETERMINING THE AMOUNT].
Upon any such declaration, such amount of the principal of and the accrued
interest (including any Additional Interest) on all the Securities of this
series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII of the
Indenture.  Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on this Security shall terminate.]

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

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

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

     The Securities of this series are issuable only in registered form without
coupons in denominations of minimum denominations of $10 and any integral
multiples of $10 in excess thereof.  As provided in the Indenture and subject
to certain limitations therein set forth, Securities 


                                       20

<PAGE>

of this series are exchangeable for a like aggregate principal amount of 
Securities of such series of a different authorized denomination, as 
requested by the Holder surrendering the same.

     The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and
local tax purposes it is intended that this Security constitute indebtedness.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

Section 2.4.  ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY.

     Any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3, bear a legend in substantially the following
form:

     "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY."

Section 2.5.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

Dated:

                                       [INSERT NAME OF TRUSTEE]
                                       as Trustee

                                       By: ______________________________
                                           Authorized Officer


                                       21

<PAGE>

                                  ARTICLE III

                                 THE SECURITIES

Section 3.1.  TITLE AND TERMS.

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

     The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate (such Officers' Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:

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

     (B)   the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder); PROVIDED, HOWEVER, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

     (C)   the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

     (D)   the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable in respect of any Securities of such series,
the Interest Payment Dates on which such interest shall be payable, the right,
pursuant to Section 3.11 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the
foregoing shall be determined;

     (E)   the place or places where the principal of (and premium, if any) and
interest on the Securities of such series shall be payable, the place or places
where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

     (F)   the period or periods within or the date or dates on which, if any,
the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option
of the Company;


                                       22

<PAGE>

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

     (H)   the denominations in which any Securities of such series shall be
issuable, if other than denominations of $10 and any integral multiples of $10
in excess thereof;

     (I)   if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

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

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

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

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

     (N)   whether the Securities of the series, or any portion thereof, shall
initially be issuable in the form of a temporary Global Security representing
all or such portion of the Securities of such series and provisions for the
exchange of such temporary Global Security for definitive Securities of such
series;

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

     (P)   the appointment of any Paying Agent or Agents for the Securities of
such series;


                                       23

<PAGE>

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

     (R)   the form or forms of the Trust Agreement, Amended and Restated Trust
Agreement and Guarantee Agreement, if different from the forms attached hereto
as Annexes A, B and C, respectively;

     (S)   the relative degree, if any, to which the Securities of the series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not; and

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

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

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

     The Securities shall be subordinated in right of payment to Senior and
Subordinated Debt as provided in Article XIII.

Section 3.2.  DENOMINATIONS.

     The Securities of each series shall be in registered form without coupons
and shall be issuable in minimum denominations of $10 and integral multiples of
$10 in excess thereof, unless otherwise specified as contemplated by Section
3.1.

Section 3.3.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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


                                       24

<PAGE>

time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying upon,
an Opinion of Counsel stating,

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

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

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

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

     Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

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


                                       25

<PAGE>

foregoing, if any Security shall have been authenticated and delivered 
hereunder but never issued and sold by the Company, and the Company shall 
deliver such Security to the Trustee for cancellation as provided in Section 
3.9, for all purposes of this Indenture such Security shall be deemed never 
to have been authenticated and delivered hereunder and shall never be 
entitled to the benefits of this Indenture.

Section 3.4.  TEMPORARY SECURITIES.

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

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

Section 3.5.  REGISTRATION, TRANSFER AND EXCHANGE.

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

     Upon surrender for registration of transfer of any Security at the office
or agency of the Company designated for that purpose the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series of any
authorized denominations, of a like aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms.

     At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the 


                                       26

<PAGE>

Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

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

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

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

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

      (2)   Notwithstanding any other provision in this Indenture, no Global
  Security may be exchanged in whole or in part for Securities registered,
  and no transfer of a Global Security in whole or in part may be
  registered, in the name of any Person other than the Depositary for such
  Global Security or a nominee thereof unless (A) such Depositary (i) has
  notified the Company that it is unwilling or unable to continue as
  Depositary for such Global Security or (ii) has ceased to be a clearing
  agency registered under the Exchange Act at a time when the Depositary is
  required to be so registered to act as depositary, in each case unless the
  Company has approved a successor Depositary within 90 days, (B) there
  shall have occurred and be continuing an Event of Default with respect to
  such Global Security, (C) the Company in its sole discretion determines
  that such Global Security will be so exchangeable or transferable or
  (D) there shall exist such circumstances, if any, in addition to or in
  lieu of the foregoing as have been specified for this purpose as
  contemplated by Section 3.1.

      (3)   Subject to Clause (2) above, any exchange of a Global Security
  for other Securities may be made in whole or in part, and all Securities
  issued in exchange for a 


                                       27

<PAGE>

  Global Security or any portion thereof shall be registered in such names as 
  the Depositary for such Global Security shall direct.

      (4)   Every Security authenticated and delivered upon registration of
  transfer of, or in exchange for or in lieu of, a Global Security or any
  portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6
  or 11.6 or otherwise, shall be authenticated and delivered in the form of,
  and shall be, a Global Security, unless such Security is registered in the
  name of a Person other than the Depositary for such Global Security or a
  nominee thereof.

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

Section 3.6.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity, and bearing a number not contemporaneously
outstanding.

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

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

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

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or 


                                       28

<PAGE>

not the destroyed, lost or stolen Security shall be at any time enforceable 
by anyone, and shall be entitled to all the benefits of this Indenture 
equally and proportionately with any and all other Securities duly issued 
hereunder.

     The provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

     (1)  The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided.  Thereupon, the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment.  The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first class, postage
prepaid, to each Holder of a Security of such series at the address of such
Holder as it appears in the Securities Register not less than 10 days prior to
such Special Record Date.  The Trustee may, in its 


                                       29

<PAGE>

discretion, in the name and at the expense of the Company, cause a similar 
notice to be published at least once in a newspaper, customarily published in 
the English language on each Business Day and of general circulation in the 
state of California, but such publication shall not be a condition precedent 
to the establishment of such Special Record Date.  Notice of the proposed 
payment of such Defaulted Interest and the Special Record Date therefor 
having been mailed as aforesaid, such Defaulted Interest shall be paid to the 
Persons in whose names the Securities of such series (or their respective 
Predecessor Securities) are registered on such Special Record Date and shall 
no longer be payable pursuant to the following Clause (2).

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

     Subject to the foregoing provisions of this Section 3.7, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Security shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Security.

Section 3.8.  PERSONS DEEMED OWNERS.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 3.9.  CANCELLATION.

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


                                       30

<PAGE>

Section 3.10.  COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series for any
period shall be computed on the basis of a 360-day year of twelve 30-day months
and interest on the Securities of each series for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months.

Section 3.11.  DEFERRALS OF INTEREST PAYMENT DATES.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time
during the term of such series, from time to time to defer the payment of
interest on such Securities for such period or periods as may be specified as
contemplated by Section 3.1 (each, an "EXTENSION PERIOD") during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date. No Extension Period shall 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 Securities
(together with Additional Interest thereon, if any, at the rate specified for
the Securities of such series to the extent permitted by applicable law);
PROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities of such series; PROVIDED, FURTHER,
that during any such Extension Period, the Company shall not, and shall not
permit any Subsidiary to, (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Company's capital stock (which includes common and preferred stock),
(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 (including
Securities other than the Securities of such series) that ranks PARI PASSU in
all respects with or junior in interest to the Securities of such series or
make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any Subsidiary of the Company if such guarantee rank PARI
PASSU in all respects with or junior in interest to the securities of such
series (other than (a) dividends or distributions in capital stock of the
Company (which includes common and preferred stock), (b) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the PCC Guarantee related to the Preferred Securities issued
by the PCC Trust holding Securities of such series, and (d) purchases of Common
Stock related to the issuance of Common Stock or rights under any of the
Company's benefit plans for its directors, officers or employees) or (iii)
redeem, purchase or acquire less than all of the Securities of such series or
any of the Preferred Securities.  Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period,
PROVIDED that such extension does not cause such Extension Period to extend
beyond the Stated Maturity of the principal of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company shall give the Trustee, the
Property Trustee and the Administrative Trustees of the PCC Trust holding
Securities of such series notice of its election of any Extension Period (or an
extension thereof) at 


                                       31

<PAGE>

least one Business Day prior to the earlier of (i) the next succeeding date 
on which Distributions on the Preferred Securities of such PCC Trust would be 
payable except for the election to begin or extend such Extension Period or 
(ii) the date the Administrative Trustees are required to give notice to the 
New York Stock Exchange, the Nasdaq National Market or other applicable stock 
exchange or automated quotation system on which the Preferred Securities are 
then listed or quoted or to holders of such Preferred Securities of the 
record date or (iii) the date such Distributions are payable, but in any 
event not less than one Business Day prior to such record date.  The Trustee 
shall give notice of the Company's election to begin a new Extension Period 
to the holders of the Securities.  There is no limitation on the number of 
times that the Company may elect to begin an Extension Period.

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

Section 3.12.  RIGHT OF SET-OFF.

     With respect to the Securities of a series issued to a PCC Trust,
notwithstanding anything to the contrary in the Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee Agreement relating to such Security or under
Section 5.8 of the Indenture.

Section 3.13.  AGREED TAX TREATMENT.

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

Section 3.14.  SHORTENING OF STATED MATURITY.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, the Company shall have the right to
shorten the Stated Maturity of the principal of the Securities of such series
at any time to any date not earlier than the first date on which the Company
has the right to redeem the Securities of such series.

Section 3.15.  CUSIP NUMBERS.

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


                                       32

<PAGE>

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

Section 4.1.  SATISFACTION AND DISCHARGE OF INDENTURE.

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

     (1)  either

     (A)  all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

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

               (i)   have become due and payable, or

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

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

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

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


                                       33

<PAGE>

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

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

Section 4.2.  APPLICATION OF TRUST MONEY.

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

                                   ARTICLE V

                                   REMEDIES

Section 5.1.  EVENTS OF DEFAULT.

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

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

     (2)  default in the payment of the principal of (or premium, if any, on)
any Security of that series at its Maturity; or

     (3)  default in the performance, or breach, in any material respect, of
any covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in the performance of which or the breach of
which is elsewhere in this Section 5.1 specifically dealt with), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by 


                                       34

<PAGE>

the Holders of at least 25% in principal amount of the Outstanding Securities 
of that series a written notice specifying such default or breach and 
requiring it to be remedied; or

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

     (5)  the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit for creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due
and its willingness to be adjudicated a bankrupt, or the taking of corporate
action by the Company in furtherance of any such action; or

     (6)  any other Event of Default provided with respect to Securities of
that series.

Section 6.2.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in
Section 5.1(4) or 5.1(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), PROVIDED that,
in the case of the Securities of a series issued to a PCC Trust, if, upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series fail to declare the
principal of all the Securities of that series to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified portion thereof) of and the
accrued interest (including any Additional Interest) on all the Securities of
such series shall become immediately due and payable. Payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII notwithstanding that such
amount shall become immediately due and payable as herein provided. If an Event
of Default specified in 


                                       35

<PAGE>

Section 5.1(4) or 5.1(5) with respect to Securities of any series at the time 
Outstanding occurs, the principal amount of all the Securities of that series 
(or, if the Securities of that series are Discount Securities, such portion 
of the principal amount of such Securities as may be specified by the terms 
of that series) shall automatically, and without any declaration or other 
action on the part of the Trustee or any Holder, become immediately due and 
payable.

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

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

     (A)  all overdue installments of interest (including any Additional
Interest) on all Securities of that series,

     (B)  the principal of (and premium, if any, on) any Securities of that
series which have become due otherwise than by such declaration of acceleration
and interest thereon at the rate borne by the Securities, and

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

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

     In the case of Securities of a series issued to a PCC Trust, the holders
of a majority in aggregate Liquidation Amount (as defined in the Trust
Agreement under which such PCC Trust is formed) of the related series of
Preferred Securities issued by such PCC Trust shall also have the right to
rescind and annul such declaration and its consequences by written notice to
the Company and the Trustee subject to the satisfaction of the conditions set
forth in Clauses (1) and (2) above of this Section 5.2.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

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

     The Company covenants that if:


                                       36

<PAGE>

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

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

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

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

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

Section 5.4.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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


                                       37

<PAGE>

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

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

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

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

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

Section 5.6.  APPLICATION OF MONEY COLLECTED.

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

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

     SECOND:  Subject to Article XIII, to the payment of the amounts then due
and unpaid upon such series of Securities for principal (and premium, if any)
and interest (including any Additional Interest), in respect of which or for
the benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such
series 


                                       38

<PAGE>

of Securities for principal (and premium, if any) and interest (including any 
Additional Interest), respectively; and

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

Section 5.7.  LIMITATION ON SUITS.

     No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

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

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

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

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

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

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

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

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest) on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. In the case of Securities of a series issued to a PCC Trust, any holder
of the corresponding series of Preferred Securities issued by such PCC Trust 


                                       39

<PAGE>

shall have the right, upon the occurrence of an Event of Default described in 
Section 5.1(1) or 5.1(2), to institute a suit directly against the Company 
for enforcement of payment to such holder of principal of (premium, if any) 
and (subject to Section 3.7) interest (including any Additional Interest) on 
the Securities having a principal amount equal to the aggregate Liquidation 
Amount (as defined in the Trust Agreement under which such PCC Trust is 
formed) of such Preferred Securities of the corresponding series held by such 
holder.

Section 5.9.  RESTORATION OF RIGHTS AND REMEDIES.

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

Section 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11.  DELAY OR OMISSION NOT WAIVER.

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

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

Section 5.12.  CONTROL BY HOLDERS.

     The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any 


                                       40


<PAGE>

remedy available to the Trustee or exercising any trust or power conferred on 
the Trustee, with respect to the Securities of such series, PROVIDED that:

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

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

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

Section  5.13.   WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series and, in the case of any Securities of a
series issued to a PCC Trust, the holders of Preferred Securities issued by
such PCC Trust may waive any past default hereunder and its consequences with
respect to such series except a default:

     (1)   in the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security of such series, or

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

     Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities of such series or, in the case of a waiver by holders of Preferred
Securities issued by such PCC Trust, by all holders of Preferred Securities
issued by such PCC Trust.

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

Section  5.14.   UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this 


                                  41
<PAGE>


Section shall not apply to any suit instituted by the Trustee, to any suit 
instituted by any Holder, or group of Holders, holding in the aggregate more 
than 10% in principal amount of the Outstanding Sof any series, or to any 
suit instituted by any Holder for the enforcement of the payment of the 
principal of (or premium, if any) or interest (including any Additional 
Interest) on any Security on or after the respective Stated Maturities 
expressed in such Security.

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

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

                               ARTICLE VI
                                       
                              THE TRUSTEE
                                       
Section  6.1.   CERTAIN DUTIES AND RESPONSIBILITIES.

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

          (1)   the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

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

     (b)   In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

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


                                  42
<PAGE>


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

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

          (3)   the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of Holders pursuant to Section 5.12 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.

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

     (e)   Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
6.1.

Section  6.2.    NOTICE OF DEFAULTS.

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

Section  6.3.   CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 6.1:


                                 43
<PAGE>


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

     (b)   any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

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

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

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

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

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


                                    44
<PAGE>


Section  6.5.   MAY HOLD SECURITIES.

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

Section  6.6.   MONEY HELD IN TRUST.

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

Section  6.7.   COMPENSATION AND REIMBURSEMENT.

The Company agrees

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

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

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

     To secure the Company's payment obligations in this Section 6.7, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee.  Such
lien shall survive the satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to 


                                  45
<PAGE>


constitute expenses of administration under the Bankruptcy Reform Act of 1978 
or any successor statute.

Section  6.8.   DISQUALIFICATION; CONFLICTING INTERESTS.

     The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of said Section 301(b).

Section  6.9.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

     (a)   a corporation organized and doing business under the laws of the
United States of America or of any State or Territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority, or

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

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State 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 6.9, 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 the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.9, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VI.  Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee for the Securities of any series issued
hereunder.

Section  6.10.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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


                                46
<PAGE>


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

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

     (d)   If at any time:

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

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

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

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

     (e)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Securities of such series and supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security for at least six months may, subject to Section 5.14,
on behalf of himself and all others similarly situated, petition any court of


                                     47
<PAGE>


competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

Section  6.11.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a)   In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     (b)   In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring 


                                   48
<PAGE>


Trustee shall duly assign, transfer and deliver to such successor Trustee all 
property and money held by such retiring Trustee hereunder with respect to 
the Securities of that or those series to which the appointment of such 
successor Trustee relates.

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

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

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

     Any 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,
provided such corporation shall be otherwise qualified and eligible under this
Article VI, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case
any Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor Trustee
or in the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

Section  6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

Section  6.14.  APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.  Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a 


                                   49
<PAGE>


corporation organized and doing business under the laws of the United States 
of America, or of any State or Territory or the District of Columbia, 
authorized under such laws to act as Authenticating Agent, having a combined 
capital and surplus of not less than $50,000,000 and subject to supervision 
or examination by Federal or State authority. If such Authenticating Agent 
publishes reports of condition at least annually, pursuant to law or to the 
requirements of said supervising or examining authority, then for the 
purposes of this Section 6.14 the combined capital and surplus of such 
Authenticating Agent shall be deemed to be its combined capital and surplus 
as set forth in its most recent report of condition so published.  If at any 
time an Authenticating Agent shall cease to be eligible in accordance with 
the provisions of this Section 6.14, such Authenticating Agent shall resign 
immediately in the manner and with the effect specified in this Section 6.14.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company.  Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all Holders
of Securities of the series with respect to which such Authenticating Agent
will serve.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent.  No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section 6.14.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.14, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

     If an appointment with respect to one or more series is made pursuant to
this Section 6.14, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:


                                  50
<PAGE>


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

Dated:

                                   [INSERT NAME OF TRUSTEE]
                                    As Trustee


                                   By: __________________________________
                                        As Authenticating Agent


                                   By: __________________________________
                                        Authorized Officer



                           ARTICLE VII

        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

     The Company will furnish or cause to be furnished to the Trustee:

     (a)  semi-annually, not more than 15 days after January 15 and July 15 in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of January 1 and July 1 of such year, and

     (b)  at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, EXCLUDING from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.

Section  7.2.   PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS.

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


                                     51
<PAGE>


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

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

Section  7.3.   REPORTS BY TRUSTEE.

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

     (b)  Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 15 in each calendar
year, commencing with the first July 15 after the first issuance of Securities
under this Indenture.

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

Section  7.4.   REPORTS BY COMPANY.

     The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided in the Trust Indenture Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is required to be filed
with the Commission. Notwithstanding that the Company may not be required to
remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall continue to file with the Commission and
provide the Trustee with the annual reports and the information, documents and
other reports which are specified in Sections 13 and 15(d) of the Exchange Act.
The Company also shall comply with the other provisions of Trust Indenture Act
Section 314(a).


                                     52
<PAGE>


                                   ARTICLE VIII
                                       
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

     (1)  in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust
organized and existing under the laws of the United States of America or any
State or the District of Columbia, and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest (including any Additional Interest) on all
the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

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

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

Section  8.2.   SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with
Section 8.1, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and in the event of any
such conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.


                                   53
<PAGE>


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

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

                                  ARTICLE IX
                                       
                            SUPPLEMENTAL INDENTURES
                                       
Section  9.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, PROVIDED, HOWEVER, that the form and terms of Securities of any series
may be established by a Board Resolution, as set forth in the Officers'
Certificate delivered to the Trustee pursuant to Section 3.1, without entering
into a supplemental indenture for all purposes hereunder, for any of the
following purposes:

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

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

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

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

     (5)  to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all 


                                      54
<PAGE>


series of Securities, stating that such additional Events of Default are 
expressly being included solely for the benefit of such series); or

     (6)  to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision; or

     (7)  to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause (7) shall not
adversely affect the interest of the Holders of Securities of any series in any
material respect or, in the case of the Securities of a series issued to a PCC
Trust and for so long as any of the corresponding series of Preferred
Securities issued by such PCC Trust shall remain outstanding, the holders of
such Preferred Securities; or

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

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

Section  9.2.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

     (1)  except to the extent permitted by Sections 3.11 or 3.14 or as
otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect
to the deferral of the payment of interest on the Securities of any series or
the shortening of the Stated Maturity of the Securities of any series, change
the Stated Maturity of the principal of, or any installment of interest
(including any Additional Interest) on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or reduce any premium payable
upon the redemption thereof, or reduce the amount of principal of a Discount
Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2, or change the place of payment
where, or the coin or currency in which, any Security or interest thereon is
payable, or impair the right to institute suit 


                                  55
<PAGE>


for the enforcement of any such payment on or after the Stated Maturity 
thereof (or, in the case of redemption, on or after the Redemption Date), or

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

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

     (4)  modify the provisions in Article XIII of this Indenture with respect
to the subordination of Outstanding Securities of any series in a manner
adverse to the Holders thereof; PROVIDED, FURTHER, that, in the case of the
Securities of a series issued to a PCC Trust, so long as any of the
corresponding series of Preferred Securities issued by such PCC Trust remains
outstanding, (i) no such amendment shall be made that adversely affects the
holders of such Preferred Securities in any material respect, and no
termination of this Indenture shall occur, and no waiver of any Event of
Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate liquidation preference of such Preferred Securities then
outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and, subject to Section 3.7, unpaid
interest (including any Additional Interest) thereon have been paid in full and
(ii) no amendment shall be made to Section 5.8 of this Indenture that would
impair the rights of the holders of Preferred Securities provided therein
without the prior consent of the holders of each Preferred Security then
outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and (subject to Section 3.7) unpaid
interest (including any Additional Interest) thereon have been paid in full.

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

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

Section  9.3.   EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing or accepting the additional series of Securities created by
any supplemental indenture permitted by this Article or the modifications
thereby of any series of Securities previously created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall 


                                   56
<PAGE>


be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture, and that all conditions precedent have been
complied with.  The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section  9.4.   EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article IX or
delivery to the Trustee of the Officers' Certificate pursuant to Section 3.1
hereof (which Officers' Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

Section  9.5.   CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article IX and
every Officers' Certificate delivered to the trustee pursuant to Section 3.1
hereof shall conform to the requirements of the Trust Indenture Act as then in
effect.

Section  9.6.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX or delivery to the Trustee
of the Officers' Certificate pursuant to Section 3.1 hereof (which Officers'
Certificate shall have the effect of a supplemental indenture for all purposes
hereunder) may, and shall if required by the Company, bear a notation in form
approved by the Company as to any matter provided for in such supplemental
indenture or such Officers' Certificate.  If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture or such Officers's Certificate may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE X
                                       
                                   COVENANTS
                                       
Section  10.1.    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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


                                   57


<PAGE>

Section 10.2. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

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

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

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 10.3, that such
Paying Agent will:

                                      58
<PAGE>

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

     (2)  give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in the making of any payment of principal (and
premium, if any) or interest:

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

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

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

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

Section 10.4. STATEMENT AS TO COMPLIANCE.

     The Company shall deliver to the Trustee, within 120 days after the end of
each calendar year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding calendar year, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company
shall be in default, 

                                      59
<PAGE>

specifying all such defaults and the nature and status thereof of which they 
may have knowledge.  For the purpose of this Section 10.4, compliance shall 
be determined without regard to any grace period or requirement of notice 
provided pursuant to the terms of this Indenture.

Section 10.5. WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any
covenant or condition provided pursuant to Sections 3.1, 9.1(3), or 9.1(4) with
respect to the Securities of any series, if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.

Section 10.6. ADDITIONAL SUMS.

     In the case of the Securities of a series issued to a PCC Trust, so long
as no Event of Default has occurred and is continuing and except as otherwise
specified as contemplated by Section 2.1 or Section 3.1, in the event that
(i) such PCC Trust is the Holder of all of the Outstanding Securities of such
series, (ii) a Tax Event in respect of such PCC Trust shall have occurred and
be continuing and (iii) the Company shall not have (A) redeemed the Securities
of such series pursuant to Section 11.7 or (B) terminated such PCC Trust
pursuant to Section 9.2(b) of the related Trust Agreement, the Company shall
pay to such PCC Trust (and its permitted successors or assigns under the
related Trust Agreement) for so long as such PCC Trust (or its permitted
successor or assignee) is the registered holder of any Securities of such
series, such additional amounts as may be necessary in order that the amount of
Distributions (including any Additional Amounts (as defined in such Trust
Agreement)) then due and payable by such PCC Trust on the related Preferred
Securities and Common Securities that at any time remain outstanding in
accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes (the "ADDITIONAL SUMS"). Whenever in this Indenture or the
Securities there is a reference in any context to the payment of principal of
or interest on the Securities, such mention shall be deemed to include mention
of the payments of the Additional Sums provided for in this paragraph to the
extent that, in such context, Additional Sums are, were or would be payable in
respect thereof pursuant to the provisions of this paragraph and express
mention of the payment of Additional Sums (if applicable) in any provisions
hereof shall not be construed as excluding Additional Sums in those provisions
hereof where such express mention is not made; PROVIDED, HOWEVER, that the
deferral of the payment of interest pursuant to Section 3.11 or the Securities
shall not defer the payment of any Additional Sums that may be due and payable.

Section 10.7. ADDITIONAL COVENANTS.

     The Company covenants and agrees with each Holder of Securities of any
series that it shall not, and it shall not permit any Subsidiary of the Company
to, (a) declare or pay any dividends or 

                                      60
<PAGE>

distributions on, or redeem purchase, acquire or make a liquidation payment 
with respect to, any shares of the Company's capital stock (which includes 
common and preferred stock), (b) make any payment of principal of or interest 
or premium, if any, on or repay, repurchase or redeem any debt securities of 
the Company (including Securities other than the Securities of such series) 
that rank PARI PASSU in all respects with or junior in interest to the 
Securities of such series or make any guarantee payments with respect to any 
guarantee by the Company of debt securities of any subsidiary of the Company 
if such guarantee ranks PARI PASSU in all respects with or junior in interest 
to the Securities (other than (i) dividends or distributions in capital stock 
of the Company (which includes common and preferred stock), (ii) any 
declaration of a dividend in connection with the implementation of a rights 
plan or the redemption or repurchase of any such rights pursuant thereto, 
(iii) payments under the PCC Guarantee related to the Preferred Securities 
issued by the PCC Trust holding Securities of such series, and (iv) purchases 
of Common Stock related to the issuance of Common Stock or rights under any 
of the Company's benefit plans for its directors, officers or employees or 
(c) redeem, purchase or acquire less than all of the Securities of such 
series or any of the Preferred Securities if at such time (a) there shall 
have occurred an Event of Default with respect to the Securities of such 
series (b) if the Securities of such series are held by a PCC Trust, the 
Company shall be in default with respect to its payment of any obligations 
under the PCC Guarantee relating to the Preferred Securities issued by such 
PCC Trust or (c) the Company shall have given notice of its election to begin 
an Extension Period with respect to the Securities of such series as provided 
herein and shall not have rescinded such notice, or such Extension Period, or 
any extension thereof, shall be continuing.

     The Company also covenants with each Holder of Securities of a series
issued to a PCC Trust (i) to maintain directly or indirectly 100% ownership of
the Common Securities of such PCC Trust; PROVIDED, HOWEVER, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate
such PCC Trust, except (a) in connection with a distribution of the Securities
of such series to the holders of Trust Securities in liquidation of such PCC
Trust or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such Trust
Agreement, to cause such PCC Trust to remain classified as a grantor trust and
not an association taxable as a corporation for United States federal income
tax purposes.

                                  ARTICLE IV
                                       
                           REDEMPTION OF SECURITIES
                                       
Section 11.1.  APPLICABILITY OF THIS ARTICLE.

     Redemption of Securities of any series (whether by operation of a sinking
fund or otherwise) as permitted or required by any form of Security issued
pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.  Except as otherwise set forth
in the form of Security for such series,

                                      61
<PAGE>

each Security of such series shall be subject to partial redemption only in 
the amount of $10 or, in the case of the Securities of a series issued to a 
PCC Trust, $10, or integral multiples of $10 in excess thereof.

Section 11.2.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution.  In case of any redemption at the election
of the Company of less than all of the Securities of any particular series and
having the same terms, the Company shall, not less than 30 nor more than 60
days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such date and of the
principal amount of Securities of that series to be redeemed.  In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

Section 11.3.  SELECTION OF SECURITIES TO BE REDEEMED.

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

     The Trustee shall promptly notify the Company in writing of the Securities
selected for partial redemption and the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.  If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

Section 11.4.  NOTICE OF REDEMPTION.

                                      62
<PAGE>

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

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

     (a)  the Redemption Date;

     (b)  the Redemption Price;

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

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

     (e)  the place or places where such Securities are to be surrendered for
payment of the Redemption Price; and

     (f)  that the redemption is for a sinking fund, if such is the case.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall not be
irrevocable.  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, a failure to give such notice by mail or
any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

Section 11.5.  DEPOSIT OF REDEMPTION PRICE.

     Prior to 12:00 noon, Eastern time on the Redemption Date specified in the
notice of redemption given as provided in Section 11.4, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company
is acting as its own Paying Agent, the Company will segregate and hold in trust
as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and any accrued interest (including Additional Interest)
on, all the Securities which are to be redeemed on that date.

                                      63
<PAGE>

Section 11.6.  PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

     If any notice of redemption has been given as provided in Section 11.4,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Redemption Price. On presentation and
surrender of such Securities at a Place of Payment in said notice specified,
the said securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date;
PROVIDED, HOWEVER, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 3.7.

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof,
at the expense of the Company, a new Security or Securities of the same series,
of authorized denominations, in aggregate principal amount equal to the portion
of the Security not redeemed so presented and having the same Original Issue
Date, Stated Maturity and terms.  If a Global Security is so surrendered, such
new Security will also be a new Global Security.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and premium, if any, on such Security
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

Section 11.7.  RIGHT OF REDEMPTION OF SECURITIES INITIALLY ISSUED TO A PCC
               TRUST.

     In the case of the Securities of a series initially issued to a PCC Trust,
except as otherwise specified as contemplated by Section 3.1, the Company, at
its option, may redeem such Securities (i) on or after the date five years
after the Original Issue Date of such Securities, in whole at any time or in
part from time to time, or (ii) upon the occurrence and during the continuation
of a Tax Event, Investment Company Event, or Capital Treatment Event, at any
time within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event in respect of such PCC Trust, in whole
(but not in part), in each case at a Redemption Price equal to 100% of the
principal amount thereof.

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<PAGE>

                                   ARTICLE XII
                                       
                                 SINKING FUNDS
                                       
Section 12.1.   APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms
of any Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any sinking fund payment in excess of such minimum amount
which is permitted to be made by the terms of such Securities of any series is
herein referred to as an "optional sinking fund payment".  If provided for by
the terms of any Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 12.2.  Each sinking
fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of such Securities.

Section 12.2.   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option,
at any time no more than 16 months and no less than 30 days prior to the date
on which such sinking fund payment is due, deliver to the Trustee Securities of
such series (together with the unmatured coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities
of such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Company Order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided that the Securities to be so credited have not been previously so
credited.  The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the redemption price for such Securities, as
specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.

Section 12.3.   REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which
the Securities of such series are payable (except as provided pursuant to
Section 3.1) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 12.2 and will also
deliver to the Trustee any Securities to be so delivered.  Such Officers'
Certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment

                                      65
<PAGE>

or payments therein referred to, if any, on or before the succeeding sinking 
fund payment date.  In the case of the failure of the Company to deliver such 
Officers' Certificate (or, as required by this Indenture, the Securities and 
coupons, if any, specified in such Officers' Certificate), the sinking fund 
payment due on the succeeding sinking fund payment date for such series shall 
be paid entirely in cash and shall be sufficient to redeem the principal 
amount of the Securities of such series subject to a mandatory sinking fund 
payment without the right to deliver or credit securities as provided in 
Section 12.2 and without the right to make the optional sinking fund payment 
with respect to such series at such time.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment
date immediately following the date of such payment) to the redemption of
Securities of such series at the Redemption Price specified in such Securities
with respect to the sinking fund. Any sinking fund moneys not so applied or
allocated by the Trustee (or, if the Company is acting as its own Paying Agent,
segregated and held in trust by the Company as provided in Section 10.3) for
such series and together with such payment (or such amount so segregated) shall
be applied in accordance with the provisions of this Section 12.3.  Any and all
sinking fund moneys with respect to the Securities of any particular series
held by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.3) on the last sinking
fund payment date with respect to Securities of such series and not held for
the payment or redemption of particular Securities of such series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity.  The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.6.  On or before
each sinking fund payment date, the Company shall pay to the Trustee (or, if
the Company is acting as its own Paying Agent, the Company shall segregate and
hold in trust as provided in Section 10.3) in cash a sum in the currency in
which Securities of such series are payable (except as provided pursuant to
Section 3.1) equal to the principal and any interest accrued to the Redemption
Date for Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 12.3.

     Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph) with respect to the Securities of
such series, except that if the notice of redemption shall have been provided
in accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities

                                      66
<PAGE>

if cash sufficient for that purpose shall be deposited with the Trustee (or 
segregated by the Company) for that purpose in accordance with the terms of 
this Article XII.  Except as aforesaid, any moneys in the sinking fund for 
such series at the time when any such default or Event of Default shall occur 
and any moneys thereafter paid into such sinking fund shall, during the 
continuance of such default or Event of Default, be held as security for the 
payment of the Securities and coupons, if any, of such series; provided, 
however, that in case such default or Event of Default shall have been cured 
or waived herein, such moneys shall thereafter be applied on the next sinking 
fund payment date for the Securities of such series on which such moneys may 
be applied pursuant to the provisions of this Section 12.3.

                                  ARTICLE XIII
                                       
                          SUBORDINATION OF SECURITIES
                                       
Section 13.1.  SECURITIES SUBORDINATE TO SENIOR AND SUBORDINATED DEBT.

     The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XIII, the payment of the
principal of (and premium, if any) and interest (including any Additional
Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior and Subordinated Debt.

Section 13.2.  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior and
Subordinated Debt shall be entitled to receive payment in full of Allocable
Amounts of such Senior and Subordinated Debt, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior and Subordinated Debt, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any
kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Debt of the Company subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Securities or on account
of the purchase or other acquisition of Securities by the Company or any
Subsidiary and to that end the holders of Senior and Subordinated Debt shall be
entitled to receive, for application to the payment thereof, any payment or
distribution of any kind or character, whether in cash, property or securities,
including any Junior Subordinated Payment, which may be payable or deliverable
in respect of the Securities in any such Proceeding.

                                      67
<PAGE>

     In the event that, notwithstanding the foregoing provisions of this
Section 13.2, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Allocable Amounts of all Senior and Subordinated Debt are
paid in full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior and Subordinated
Debt, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Allocable Amounts of all Senior and Subordinated Debt remaining unpaid, to the
extent necessary to pay all Allocable Amounts of all Senior and Subordinated
Debt in full, after giving effect to any concurrent payment or distribution to
or for the holders of Senior and Subordinated Debt.

     For purposes of this Article XIII only, the words "any payment or
distribution of any kind or character, whether in 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 which securities are subordinated
in right of payment to all then outstanding Senior and Subordinated Debt to
substantially the same extent as the Securities are so subordinated as provided
in this Article XIII. The consolidation of the Company with, or the merger of
the Company into, another Person or the liquidation or dissolution of the
Company following the sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Article VIII shall not be deemed a Proceeding for the purposes of this
Section 13.2 if the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by sale such properties and
assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article
VIII.

Section 13.3.  PRIOR PAYMENT TO Senior and Subordinated Debt UPON ACCELERATION
               OF SECURITIES.

     In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of the Senior and
Subordinated Debt outstanding at the time such Securities so become due and
payable shall be entitled to receive payment in full of all Allocable Amounts
due on or in respect of such Senior and Subordinated Debt (including any
amounts due upon acceleration), or provision shall be made for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior and Subordinated Debt, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, properties or securities (including any Junior Subordinated
Payment) by the Company on account of the principal of (or premium, if any) or
interest (including any Additional Interest) on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary; PROVIDED, HOWEVER, that nothing in this Section 13.3 shall prevent
the satisfaction of any sinking fund payment in accordance with this Indenture
or as otherwise specified as contemplated by Section 3.1 for the Securities of
any series by delivering and crediting pursuant

                                      68
<PAGE>

to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for 
the Securities of any series Securities which have been acquired (upon 
redemption or otherwise) prior to such declaration of acceleration.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 13.3, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

     The provisions of this Section 13.3 shall not apply to any payment with
respect to which Section 13.2 would be applicable.

Section 13.4.  NO PAYMENT WHEN SENIOR AND SUBORDINATED DEBT IN DEFAULT.

     (a)  In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior and
Subordinated Debt, or in the event that any event of default with respect to
any Senior and Subordinated Debt shall have occurred and be continuing and
shall have resulted in such Senior and Subordinated Debt becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable, unless and until such event of default shall have been
cured or waived or shall have ceased to exist and such acceleration shall have
been rescinded or annulled, or (b) in the event any judicial proceeding shall
be pending with respect to any such default in payment or such event or
default, then no payment or distribution of any kind or character, whether in
cash, properties or securities (including any Junior Subordinated Payment)
shall be made by the Company on account of principal of (or premium, if any) or
interest (including any Additional Interest), if any, on the Securities or on
account of the purchase or other acquisition of Securities by the Company or
any Subsidiary, in each case unless and until all Allocable Amounts of such
Senior and Subordinated Debt are paid in full; PROVIDED, HOWEVER, that nothing
in this Section 13.4 shall prevent the satisfaction of any sinking fund payment
in accordance with this Indenture or as otherwise specified as contemplated by
Section 3.1 for the Securities of any series by delivering and crediting
pursuant to Section 12.2 or as otherwise specified as contemplated by Section
3.1 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such default in payment or event of default.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 13.4, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

     The provisions of this Section 13.4 shall not apply to any payment with
respect to which Section 13.2 would be applicable.

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<PAGE>

Section 13.5.  PAYMENT PERMITTED IF NO DEFAULT.

     Nothing contained in this Article XIII or elsewhere in this Indenture or
in any of the Securities shall prevent (a) the Company, at any time except
during the pendency of any Proceeding referred to in Section 13.2 or under the
conditions described in Sections 13.3 and 13.4, from making payments at any
time of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article XIII.

Section 13.6.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR AND SUBORDINATED
               DEBT.

     Subject to the payment in full of all amounts due or to become due on all
Senior and Subordinated Debt, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior and
Subordinated Debt, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior and
Subordinated Debt pursuant to the provisions of this Article XIII (equally and
ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to Senior and Subordinated Debt of the Company to
substantially the same extent as the Securities are subordinated to the Senior
and Subordinated Debt and is entitled to like rights of subrogation by reason
of any payments or distributions made to holders of such Senior and
Subordinated Debt) to the rights of the holders of such Senior and Subordinated
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior and Subordinated Debt until the principal of (and
premium, if any) and interest on the Securities shall be paid in full.  For
purposes of such subrogation, no payments or distributions to the holders of
the Senior and Subordinated Debt of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article XIII to the holders of Senior and Subordinated Debt by Holders of
the Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior and Subordinated Debt, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior and Subordinated Debt.

Section 13.7.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The provisions of this Article XIII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior and Subordinated Debt on the other hand.
Nothing contained in this Article XIII or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as between the Company and the
Holders of the Securities, the obligations of the Company, which are absolute
and unconditional, to pay to the Holders of the Securities the principal of
(and premium, if any) and interest (including any Additional Interest) on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of 

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<PAGE>

the Securities and creditors of the Company other than their rights in 
relation to the holders of Senior and Subordinated Debt; or (c) prevent the 
Trustee or the Holder of any Security from exercising all remedies otherwise 
permitted by applicable law upon default under this Indenture including, 
without limitation, filing and voting claims in any Proceeding, subject to 
the rights, if any, under this Article XIII of the holders of Senior and 
Subordinated Debt to receive cash, property and securities otherwise payable 
or deliverable to the Trustee or such Holder.

Section 13.8.  TRUSTEE TO EFFECTUATE SUBORDINATION.

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

Section 13.9.  NO WAIVER OF SUBORDINATION PROVISIONS.

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

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

Section 13.10. NOTICE TO TRUSTEE.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Securities.  Notwithstanding the provisions of
this Article XIII or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless

                                      71
<PAGE>

and until the Trustee shall have received written notice thereof from the 
Company or a holder of Senior and Subordinated Debt or from any trustee, 
agent or representative therefor; provided, however, that if the Trustee 
shall not have received the notice provided for in this Section 13.10 at 
least two Business Days prior to the date upon which by the terms hereof any 
monies may become payable for any purpose (including, without limitation, the 
payment of the principal of (and premium, if any) or interest (including any 
Additional Interest) on any Security), then, anything herein contained to the 
contrary notwithstanding, the Trustee shall have full power and authority to 
receive such monies and to apply the same to the purpose for which they were 
received and shall not be affected by any notice to the contrary which may be 
received by it within two Business Days prior to such date.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior and Subordinated Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior and
Subordinated Debt (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior and Subordinated Debt to participate
in any payment or distribution pursuant to this Article, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior and Subordinated Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

Section 13.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

     Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such Proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior and Subordinated Debt 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 XIII.

Section 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR AND SUBORDINATED
               DEBT.

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

                                      72
<PAGE>

Section 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR AND SUBORDINATED DEBT;
               PRESERVATION OF TRUSTEE'S RIGHTS.

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

Section 13.14. ARTICLE APPLICABLE TO PAYING AGENTS.

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

Section 13.15. CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT.

     For the purposes of this Article XIII only, (a) the issuance and delivery
of junior securities upon conversion or exchange of Securities shall not be
deemed to constitute a payment or distribution on account of the principal of
(or premium, if any) or interest (including any Additional Interest) on
Securities or on account of the purchase or other acquisition of Securities,
and (b) the payment, issuance or delivery of cash, property or securities
(other than junior securities) upon conversion or exchange of a Security shall
be deemed to constitute payment on account of the principal of such security.
For the purposes of this Section 13.15, the term "junior securities" means
(i) shares of any stock of any class of the Company and (ii) securities of the
Company which are subordinated in right of payment to all Senior and
Subordinated Debt which may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article XIII.

                            * * * *

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

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<PAGE>

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

                                   PACIFIC CREST CAPITAL, INC.


                                   By:  /s/ Robert J. Dennen
                                      ---------------------------------
                                      Robert J. Dennen
                                      Its Chief Financial Officer
Attest:

By /s/ Sean A. Sievers
  ------------------------------
  Sean A. Sievers
  Its Vice President, Controller



                                   WILMINGTON TRUST COMPANY

                                   as Trustee
 
                                   By  /s/ Debra Eberly
                                     ----------------------------------
                                     Its Administrative Account Manager
Attest:

By /s/ [Signature Illegible]
  -------------------------------------
  Its Senior Financial Services Officer

                                      74
<PAGE>


STATE OF CALIFORNIA   )
                      ) SS.
COUNTY OF LOS ANGELES )


     On the 18th day of September, 1997 before me personally came Robert J. 
Dennen to me known, who, being by me duly sworn, did depose and say that he 
is CFO of PACIFIC CREST CAPITAL, INC., one of the corporations described in 
and which executed the foregoing instrument; that he knows the seal of said 
corporation; that the seal affixed to said instrument is such corporate seal; 
and that he signed his name thereto by authority of the Board of Directors of 
said corporation.

[SEAL]                       /s/ Patricia C. Boules
                             ---------------------------
                             Notary Public




STATE OF DELAWARE    )
                     ) SS.
COUNTY OF NEW CASTLE )


     On the 18th day of September, 1997 before me personally came 
______________ to me known, who, being by me duly sworn, did depose and say 
that he is the Administrative Account Manager of WILMINGTON TRUST COMPANY one 
of the corporations described in and which executed the foregoing instrument; 
that he knows the seal of said corporation; that the seal affixed to said 
instrument is such corporate seal; and that he signed his name thereto by 
authority of the Board of Directors of said corporation.

[SEAL]                       /s/ Paula M. Sulecki
                             -------------------------------
                             Notary Public



                                      75
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                           <C>
ARTICLE I

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

     Section 1.1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1
     Section 1.2.   COMPLIANCE CERTIFICATE AND OPINIONS. . . . . . . . . . . . 9
     Section 1.3.   FORMS OF DOCUMENTS DELIVERED TO TRUSTEE. . . . . . . . . .10
     Section 1.4.   ACTS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . .10
     Section 1.5.   NOTICES, ETC. TO TRUSTEE AND COMPANY.. . . . . . . . . . .13
     Section 1.6.   NOTICE TO HOLDERS; WAIVER. . . . . . . . . . . . . . . . .13
     Section 1.7.   CONFLICT WITH TRUST INDENTURE ACT. . . . . . . . . . . . .13
     Section 1.8.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.. . . . . . . . .13
     Section 1.9.   SUCCESSORS AND ASSIGNS.. . . . . . . . . . . . . . . . . .14
     Section 1.10.  SEPARABILITY CLAUSE. . . . . . . . . . . . . . . . . . . .14
     Section 1.11.  BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . . .14
     Section 1.12.  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . .14
     Section 1.13.  NON-BUSINESS DAYS. . . . . . . . . . . . . . . . . . . . .14

ARTICLE II

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

     Section 2.1.   FORMS GENERALLY. . . . . . . . . . . . . . . . . . . . . .14
     Section 2.2.   FORM OF FACE OF SECURITY.. . . . . . . . . . . . . . . . .15
     Section 2.3.   FORM OF REVERSE OF SECURITY. . . . . . . . . . . . . . . .18
     Section 2.4.   ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY. . . . .21
     Section 2.5.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. . . . . .21

ARTICLE III
     
     THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

     Section 3.1.   TITLE AND TERMS. . . . . . . . . . . . . . . . . . . . . .22
     Section 3.2.   DENOMINATIONS. . . . . . . . . . . . . . . . . . . . . . .24
     Section 3.3.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.. . . . . .24
     Section 3.4.   TEMPORARY SECURITIES.. . . . . . . . . . . . . . . . . . .26
     Section 3.5.   REGISTRATION, TRANSFER AND EXCHANGE. . . . . . . . . . . .26
     Section 3.6.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.. . . . .28
     Section 3.7.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.. . . . . .29

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     Section 3.8.   PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . .30
     Section 3.9.   CANCELLATION.. . . . . . . . . . . . . . . . . . . . . . . .30
     Section 3.10.  COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . . . .31
     Section 3.11.  DEFERRALS OF INTEREST PAYMENT DATES. . . . . . . . . . . . .31
     Section 3.12.  RIGHT OF SET-OFF.. . . . . . . . . . . . . . . . . . . . . .32
     Section 3.13.  AGREED TAX TREATMENT.. . . . . . . . . . . . . . . . . . . .32
     Section 3.14.  SHORTENING OF STATED MATURITY. . . . . . . . . . . . . . . .32
     Section 3.15.  CUSIP NUMBERS. . . . . . . . . . . . . . . . . . . . . . . .32

ARTICLE IV

     SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . . . . . . . . . . .33

     Section 4.1.   SATISFACTION AND DISCHARGE OF INDENTURE. . . . . . . . . . .33
     Section 4.2.   APPLICATION OF TRUST MONEY.. . . . . . . . . . . . . . . . .34

ARTICLE V

     REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34

     Section 5.1.   EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . .34
     Section 5.2.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.. . . . .35
     Section 5.3.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                    TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . .36
     Section 5.4.   TRUSTEE MAY FILE PROOFS OF CLAIM.. . . . . . . . . . . . . .37
     Section 5.5.   TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF SECURITIES .38
     Section 5.6.   APPLICATION OF MONEY COLLECTED.. . . . . . . . . . . . . . .38
     Section 5.7.   LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . . . .39
     Section 5.8.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, 
                    PREMIUM AND INTEREST; DIRECT ACTION BY HOLDERS OF 
                    PREFERRED SECURITIES . . . . . . . . . . . . . . . . . . . .39
     Section 5.9.   RESTORATION OF RIGHTS AND REMEDIES.. . . . . . . . . . . . .40
     Section 5.10.  RIGHTS AND REMEDIES CUMULATIVE.. . . . . . . . . . . . . . .40
     Section 5.11.  DELAY OR OMISSION NOT WAIVER.. . . . . . . . . . . . . . . .40
     Section 5.12.  CONTROL BY HOLDERS.. . . . . . . . . . . . . . . . . . . . .40
     Section 5.13.  WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . . .41
     Section 5.14.  UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . . .41
     Section 5.15.  WAIVER OF USURY, STAY OR EXTENSION LAWS. . . . . . . . . . .42

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ARTICLE VI

     THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42

     Section 6.1.   CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . .42
     Section 6.2.   NOTICE OF DEFAULTS . . . . . . . . . . . . . . . . . . . .43
     Section 6.3.   CERTAIN RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . .43
     Section 6.4.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.. .44
     Section 6.5.   MAY HOLD SECURITIES. . . . . . . . . . . . . . . . . . . .45
     Section 6.6.   MONEY HELD IN TRUST. . . . . . . . . . . . . . . . . . . .45
     Section 6.7.   COMPENSATION AND REIMBURSEMENT.. . . . . . . . . . . . . .45
     Section 6.8.   DISQUALIFICATION; CONFLICTING INTERESTS. . . . . . . . . .46
     Section 6.9.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. . . . . . . . . .46
     Section 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . .46
     Section 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.. . . . . . . . . .48
     Section 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                    BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . .49
     Section 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . .49
     Section 6.14.  APPOINTMENT OF AUTHENTICATING AGENT. . . . . . . . . . . .49

ARTICLE VII

     HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . . . . . .51

     Section 7.1.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.51
     Section 7.2.   PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS . .51
     Section 7.3.   REPORTS BY TRUSTEE.. . . . . . . . . . . . . . . . . . . .52
     Section 7.4.   REPORTS BY COMPANY.. . . . . . . . . . . . . . . . . . . .52

ARTICLE VIII
   
     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. . . . . . . . . . .53

     Section 8.1.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS . . .53
     Section 8.2.   SUCCESSOR CORPORATION SUBSTITUTED. . . . . . . . . . . . .53

ARTICLE IX

     SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . .54

     Section 9.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS . . . .54
     Section 9.2.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. . . . . .55
     Section 9.3.   EXECUTION OF SUPPLEMENTAL INDENTURES . . . . . . . . . . .56


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     Section 9.4.   EFFECT OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . .57
     Section 9.5.   CONFORMITY WITH TRUST INDENTURE ACT. . . . . . . . . . . .57
     Section 9.6.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.. . . .57

ARTICLE X

     COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57

     Section 10.1.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST . . . . . . . .57
     Section 10.2.  MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . .58
     Section 10.3.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST. . . . . .58
     Section 10.4.  STATEMENT AS TO COMPLIANCE . . . . . . . . . . . . . . . .59
     Section 10.5.  WAIVER OF CERTAIN COVENANTS. . . . . . . . . . . . . . . .60
     Section 10.6.  ADDITIONAL SUMS. . . . . . . . . . . . . . . . . . . . . .60
     Section 10.7.  ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . .60

ARTICLE XI

     REDEMPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . .61

     Section 11.1.  APPLICABILITY OF THIS ARTICLE. . . . . . . . . . . . . . .61
     Section 11.2.  ELECTION TO REDEEM; NOTICE TO TRUSTEE. . . . . . . . . . .62
     Section 11.3.  SELECTION OF SECURITIES TO BE REDEEMED . . . . . . . . . .62
     Section 11.4.  NOTICE OF REDEMPTION . . . . . . . . . . . . . . . . . . .62
     Section 11.5.  DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . . .63
     Section 11.6.  PAYMENT OF SECURITIES CALLED FOR REDEMPTION. . . . . . . .64
     Section 11.7.  RIGHT OF REDEMPTION OF SECURITIES INITIALLY ISSUED TO 
                    A PCC TRUST. . . . . . . . . . . . . . . . . . . . . . . .64

ARTICLE XII

     SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65

     Section 12.1.  APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . .65
     Section 12.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. . .65
     Section 12.3.  REDEMPTION OF SECURITIES FOR SINKING FUND. . . . . . . . .65

ARTICLE XIII

     SUBORDINATION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . .67

     Section 13.1.  SECURITIES SUBORDINATE TO SENIOR AND SUBORDINATED DEBT . .67
     Section 13.2.  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.. . . . . .67
     Section 13.3.  PRIOR PAYMENT TO Senior and Subordinated Debt UPON
                    ACCELERATION OF SECURITIES . . . . . . . . . . . . . . . .68

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     Section 13.4.  NO PAYMENT WHEN SENIOR AND SUBORDINATED DEBT IN DEFAULT. .69
     Section 13.5.  PAYMENT PERMITTED IF NO DEFAULT. . . . . . . . . . . . . .70
     Section 13.6.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR AND 
                    SUBORDINATED DEBT. . . . . . . . . . . . . . . . . . . . .70
     Section 13.7.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. . . . . . . .70
     Section 13.8.  TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . . . . . . .71
     Section 13.9.  NO WAIVER OF SUBORDINATION PROVISIONS. . . . . . . . . . .71
     Section 13.10. NOTICE TO TRUSTEE. . . . . . . . . . . . . . . . . . . . .71
     Section 13.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                    AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . .72
     Section 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR AND 
                    SUBORDINATED DEBT. . . . . . . . . . . . . . . . . . . . .72
     Section 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR AND SUBORDINATED 
                    DEBT; PRESERVATION OF TRUSTEE'S RIGHTS . . . . . . . . . .73
     Section 13.14. ARTICLE APPLICABLE TO PAYING AGENTS. . . . . . . . . . . .73
     Section 13.15. CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT. . . . . .73
</TABLE>

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