QCR HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>qcrholdexhbt102.txt
<TEXT>
Exhibit 10.2
                               QCR HOLDINGS, INC.,

                                    as Issuer

                                    INDENTURE

                          Dated as of February 18, 2004

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee

        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

                                    DUE 2034




                                       1
<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I. Definitions.........................................................1
         Section 1.1       Definitions.........................................1

ARTICLE II. Debentures.........................................................8
         Section 2.1       Authentication and Dating...........................8
         Section 2.2       Form of Trustee's Certificate of Authentication.....9
         Section 2.3       Form and Denomination of Debentures.................9
         Section 2.4       Execution of Debentures............................10
         Section 2.5       Exchange and Registration of Transfer of
                             Debentures.......................................10
         Section 2.6       Mutilated, Destroyed, Lost or Stolen Debentures....12
         Section 2.7       Temporary Debentures...............................13
         Section 2.8       Payment of Interest and Additional Interest........14
         Section 2.9       Cancellation of Debentures Paid, etc...............15
         Section 2.10      Computation of Interest Rate.......................15
         Section 2.11      Extension of Interest Payment Period...............17
         Section 2.12      CUSIP Numbers......................................18
         Section 2.13      Global Debentures..................................19

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY..............................21
         Section 3.1       Payment of Principal, Premium and Interest;
                             Agreed Treatment of the Debentures...............21
         Section 3.2       Offices for Notices and Payments, etc..............22
         Section 3.3       Appointments to Fill Vacancies in Trustee's
                             Office...........................................22
         Section 3.4       Provision as to Paying Agent.......................22
         Section 3.5       Certificate to Trustee.............................23
         Section 3.6       Additional Sums....................................23
         Section 3.7       Compliance with Consolidation Provisions...........24
         Section 3.8       Limitation on Dividends............................24
         Section 3.9       Covenants as to the Trust..........................24
         Section 3.10      Additional Junior Indebtedness.....................25

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
   TRUSTEE....................................................................25
         Section 4.1       Securityholders' Lists.............................25
         Section 4.2       Preservation and Disclosure of Lists...............25

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS  UPON AN EVENT OF
   DEFAULT....................................................................27
         Section 5.1       Events of Default..................................27
         Section 5.2       Payment of Debentures on Default, Suit Therefor....28
         Section 5.3       Application of Monies Collected by Trustee.........30
         Section 5.4       Proceedings by Securityholders.....................30
         Section 5.5       Proceedings by Trustee.............................31
         Section 5.6       Remedies Cumulative and Continuing; Delay or
                             Omission Not a Waiver............................31
         Section 5.7       Direction of Proceedings and Waiver of Defaults
                             by Majority of Securityholders...................31
         Section 5.8       Notice of Defaults.................................32
         Section 5.9       Undertaking to Pay Costs...........................32

ARTICLE VI. CONCERNING THE TRUSTEE............................................33
         Section 6.1       Duties and Responsibilities of Trustee.............33
         Section 6.2       Reliance on Documents, Opinions, etc...............34
         Section 6.3       No Responsibility for Recitals, etc................35
         Section 6.4       Trustee, Authenticating Agent, Paying Agents,
                             Transfer Agents or Registrar May Own Debentures..35
         Section 6.5       Monies to be Held in Trust.........................35
         Section 6.6       Compensation and Expenses of Trustee...............36
         Section 6.7       Officers' Certificate as Evidence..................36
         Section 6.8       Eligibility of Trustee.............................36
         Section 6.9       Resignation or Removal of Trustee..................37
         Section 6.10      Acceptance by Successor Trustee....................38
         Section 6.11      Succession by Merger, etc..........................39
         Section 6.12      Authenticating Agents..............................39

ARTICLE VII. CONCERNING THE SECURITYHOLDERS...................................40
         Section 7.1       Action by Securityholders..........................40
         Section 7.2       Proof of Execution by Securityholders..............41
         Section 7.3       Who Are Deemed Absolute Owners.....................41
         Section 7.4       Debentures Not Outstanding.........................42
         Section 7.5       Revocation of Consents; Future Holders Bound.......42

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<PAGE>

ARTICLE VIII. SECURITYHOLDERS' MEETINGS.......................................42
         Section 8.1       Purposes of Meetings...............................42
         Section 8.2       Call of Meetings by Trustee........................43
         Section 8.3       Call of Meetings by Company or Securityholders.....43
         Section 8.4       Qualifications for Voting..........................43
         Section 8.5       Regulations........................................43
         Section 8.6       Voting.............................................44
         Section 8.7       Quorum; Actions....................................44

ARTICLE IX. SUPPLEMENTAL INDENTURES...........................................45
         Section 9.1       Supplemental Indentures without Consent of
                             Securityholders..................................45
         Section 9.2       Supplemental Indentures with Consent of
                             Securityholders..................................46
         Section 9.3       Effect of Supplemental Indentures..................47
         Section 9.4       Notation on Debentures.............................47
         Section 9.5       Evidence of Compliance of Supplemental Indenture
                             to be Furnished to Trustee.......................48

ARTICLE X. REDEMPTION OF SECURITIES...........................................48
         Section 10.1      Optional Redemption................................48
         Section 10.2      Special Event Redemption...........................48
         Section 10.3      Notice of Redemption; Selection of Debentures......48
         Section 10.4      Payment of Debentures Called for Redemption........49

ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.................49
         Section 11.1      Company May Consolidate, etc., on Certain Terms....49
         Section 11.2      Successor Entity to be Substituted.................50
         Section 11.3      Opinion of Counsel to be Given to Trustee..........50

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE..........................50
         Section 12.1      Discharge of Indenture.............................50
         Section 12.2      Deposited Monies to be Held in Trust by Trustee....51
         Section 12.3      Paying Agent to Repay Monies Held..................51
         Section 12.4      Return of Unclaimed Monies.........................51

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
   DIRECTORS..................................................................52
         Section 13.1      Indenture and Debentures Solely Corporate
                             Obligations......................................52

ARTICLE XIV. MISCELLANEOUS PROVISIONS.........................................52
         Section 14.1      Successors.........................................52
         Section 14.2      Official Acts by Successor Entity..................52
         Section 14.3      Surrender of Company Powers........................52
         Section 14.4      Addresses for Notices, etc.........................52
         Section 14.5      Governing Law......................................53
         Section 14.6      Evidence of Compliance with Conditions Precedent...53
         Section 14.7      Non-Business Days..................................53
         Section 14.8      Table of Contents, Headings, etc...................53
         Section 14.9      Execution in Counterparts..........................54
         Section 14.10     Separability.......................................54
         Section 14.11     Assignment.........................................54
         Section 14.12     Acknowledgment of Rights...........................54

ARTICLE XV. SUBORDINATION OF DEBENTURES.......................................54
         Section 15.1      Agreement to Subordinate...........................54
         Section 15.2      Default on Senior Indebtedness.....................55
         Section 15.3      Liquidation, Dissolution, Bankruptcy...............55
         Section 15.4      Subrogation........................................56
         Section 15.5      Trustee to Effectuate Subordination................57
         Section 15.6      Notice by the Company..............................57
         Section 15.7      Rights of the Trustee; Holders of Senior
                             Indebtedness.....................................58
         Section 15.8      Subordination May Not Be Impaired..................58


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<PAGE>
                                    INDENTURE

         THIS  INDENTURE,  dated as of February 18, 2004,  between QCR Holdings,
Inc.,  a  Delaware   corporation  (the   "Company"),   and  U.S.  Bank  National
Association,  a national  banking  association  organized  under the laws of the
United States of America, as debenture trustee (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the issuance of its  Floating  Rate Junior  Subordinated  Deferrable
Interest Debentures due 2034 (the "Debentures") under this Indenture to provide,
among  other  things,  for  the  execution  and  authentication,   delivery  and
administration  thereof,  and the Company has duly  authorized  the execution of
this Indenture; and

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

         NOW, THEREFORE, This Indenture Witnesseth:

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

                                   ARTICLE I.
                                   Definitions

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

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

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

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

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

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

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

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<PAGE>

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

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

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

         "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking  institutions in the city in which the Company's  principal
place of  business  is  located,  New York  City or  Hartford,  Connecticut  are
permitted or required by any applicable law to close.

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

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

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

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

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

         "Company"  means QCR  Holdings,  Inc.,  a  Delaware  corporation,  and,
subject to the  provisions  of Article  XI,  shall  include its  successors  and
assigns.

         "Company Order" means a written order signed in the name of the Company
by its  Chairman  of the Board of  Directors,  Vice  Chairman,  Chief  Executive
Officer,  President,  Chief Financial Officer,  one of its Managing Directors or
one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents,
and delivered to the Trustee.

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<PAGE>

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

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

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

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

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

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

         "Depositary"  means an  organization  registered  as a clearing  agency
under the Exchange Act that is  designated  as  Depositary by the Company or any
successor thereto. DTC will be the initial Depositary.

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

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

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

         "DTC" means The Depository Trust Company, a New York corporation.
          ---

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

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

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

         "Global  Debenture"  means a security that evidences all or part of the
Debentures,  the  ownership  and  transfers  of which shall be made through book
entries by a Depositary.

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

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

         "Interest  Payment Date" means each March 31, June 30, September 30 and
December 31 during the term of this Indenture and on the Maturity Date.

         "Interest  Rate" means for the period  beginning on (and including) the
date of original  issuance and ending on (but excluding) March 31, 2004 the rate
per annum of 3.97% and for each Distribution Period thereafter, the Coupon Rate.

         "Investment  Company  Event"  means the  receipt by the Company and the
Trust of an opinion of counsel  experienced  in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or written change
(including any announced prospective change) in interpretation or application of
law or  regulation  by any  legislative  body,  court,  governmental  agency  or
regulatory authority, there is more than an insubstantial risk that the Trust is
or will be considered an "investment  company" that is required to be registered
under  the  Investment  Company  Act  of  1940,  as  amended,  which  change  or
prospective change becomes effective or would become effective,  as the case may
be, on or after the date of the issuance of the Debentures.

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

         "Maturity Date" means February 18, 2034.

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

                                       6
<PAGE>

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

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

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

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

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

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

         (d)      Debentures held in accordance with Section 7.4 hereof.

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

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

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

         "Redemption  Date"  means  the  Interest  Payment  Date  fixed  for the
redemption of Debentures.

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

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

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

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

                                       7
<PAGE>

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

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

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

         "Tax  Event"  means  the  receipt  by the  Company  and the Trust of an
opinion of counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  field service advice, regulatory procedure, notice
or  announcement,  including any notice or  announcement of intent to adopt such
procedures or regulations  (an  "Administrative  Action")) or judicial  decision
interpreting  or applying such laws or  regulations,  regardless of whether such
Administrative  Action or judicial decision is issued to or in connection with a
proceeding  involving  the  Company or the Trust and  whether or not  subject to
review or appeal, which amendment, clarification,  change, Administrative Action
or decision is enacted,  promulgated or announced,  in each case on or after the
date of original issuance of the Debentures, there is more than an insubstantial
risk  that:  (i) the  Trust  is,  or will be  within 90 days of the date of such
opinion,  subject to United  States  federal  income tax with  respect to income
received or accrued on the Debentures;  (ii) interest  payable by the Company on
the  Debentures is not, or within 90 days of the date of such opinion,  will not
be,  deductible by the Company,  in whole or in part,  for United States federal
income  tax  purposes;  or (iii)  the Trust is, or will be within 90 days of the
date of such opinion,  subject to more than a de minimis  amount of other taxes,
duties or other  governmental  charges.  Provided,  however,  if the Company may
eliminate  the results  described  in (i) through  (iii) of such  Administrative
Action or judicial decision interpreting or applying such laws or regulations by
taking some ministerial action, such as filing a form or making an election,  or
pursuing some other similar  reasonable  measure which has no adverse  effect on
the  Company,  the Trustee,  the Trust or the Holders of the Capital  Securities
issued by the Trust, such  Administrative  Action or judicial decision shall not
be deemed a Tax Event.

                                       8
<PAGE>

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

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

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

         "Trust Agreement" means the Amended and Restated  Declaration of Trust,
dated  February  18,  2004,  by and among U.S.  Bank  National  Association,  as
Institutional  Trustee,  QCR Holdings,  Inc., as Sponsor, and the Administrators
named therein, and any amendments or supplements thereto.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

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

         "Trustee"  means U.S. Bank National  Association,  and,  subject to the
provisions of Article VI hereof,  shall also include its  successors and assigns
as Trustee hereunder.

                                  ARTICLE II.
                                  Debentures

Section 2.1 Authentication  and Dating.  Upon the execution and delivery of this
Indenture, or from time to time thereafter, Debentures in an aggregate principal
amount not in excess of $8,248,000  may be executed and delivered by the Company
to the Trustee for authentication,  and the Trustee shall thereupon authenticate
and make available for delivery said  Debentures to or upon the written order of
the Company,  signed by its Chairman of the Board of Directors,  Vice  Chairman,
the Chief Executive Officer, the President,  the Chief Financial Officer, one of
its Managing  Directors or one of its Vice Presidents without any further action
by the Company hereunder.  In authenticating such Debentures,  and accepting the
additional responsibilities under this Indenture in relation to such Debentures,
the Trustee shall be entitled to receive,  and (subject to Section 6.1) shall be
fully protected in relying upon:

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

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

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

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

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

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

Section 2.2 Form of  Trustee's  Certificate  of  Authentication.  The  Trustee's
certificate of  authentication  on all Debentures shall be in substantially  the
following form:

                                       9
<PAGE>

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

         U.S. Bank National Association, as Trustee

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

Section  2.3  Form and  Denomination  of  Debentures.  The  Debentures  shall be
substantially in the form of Exhibit A attached hereto.  The Debentures shall be
in registered, certificated form without coupons and in minimum denominations of
$500,000.00  and any  multiple of  $1,000.00 in excess  thereof.  Any  attempted
transfer of the  Debentures in a block having an aggregate  principal  amount of
less  than  $500,000.00  shall  be  deemed  to be void  and of no  legal  effect
whatsoever.  Any such purported transferee shall be deemed not to be a holder of
such  Debentures for any purpose,  including,  but not limited to the receipt of
payments on such  Debentures,  and such purported  transferee shall be deemed to
have no  interest  whatsoever  in  such  Debentures.  The  Debentures  shall  be
numbered,  lettered, or otherwise  distinguished in such manner or in accordance
with  such  plans as the  officers  executing  the same may  determine  with the
approval  of the  Trustee  as  evidenced  by the  execution  and  authentication
thereof.

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

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

         Every Debenture shall be dated the date of its authentication.

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

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

                                       10
<PAGE>

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

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

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

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

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

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

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING AN AGGREGATE  PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES
OF $1,000.00 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A
BLOCK HAVING AN AGGREGATE  PRINCIPAL  AMOUNT OF LESS THAN  $500,000.00  SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

                                       11
<PAGE>

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

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

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

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

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

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

                                       12
<PAGE>

         Each  Debenture  shall bear  interest for the period  beginning on (and
including) the date of original issuance and ending on (but excluding) March 31,
2004 at a rate per annum of 3.97%,  and shall bear interest for each  successive
period beginning on (and including) March 31, 2004, and each succeeding Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date (each,  a  "Distribution  Period") at a rate per annum equal to the 3-Month
LIBOR,  determined as described in Section 2.10, plus 2.85% (the "Coupon Rate"),
applied to the principal amount thereof, until the principal thereof becomes due
and payable, and on any overdue principal and to the extent that payment of such
interest is  enforceable  under  applicable  law  (without  duplication)  on any
overdue  installment  of interest at the  Interest  Rate  compounded  quarterly.
Interest shall be payable (subject to any relevant  Extension  Period) quarterly
in arrears on each Interest Payment Date with the first  installment of interest
to be paid on March 31, 2004.

         In the event that the 3-Month  LIBOR is  indeterminable  by the methods
described  in Section  2.10,  the Coupon Rate shall  equal the 3-Month  LIBOR in
effect on the most recent  Determination  Date (whether or not 3-Month LIBOR for
such period was in fact determined on such Determination Date) plus 2.85%.

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

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

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

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

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

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

                                       13
<PAGE>

Section 2.10  Computation of Interest  Rate. The amount of interest  payable for
the  Distribution  Period  commencing  on March  31,  2004  and each  succeeding
Distribution  Period will be  calculated  by applying the  Interest  Rate to the
principal amount outstanding at the commencement of the Distribution  Period and
multiplying  each such amount by the actual  number of days in the  Distribution
Period concerned divided by 360. In the event that any date on which interest is
payable  on the  Debentures  is not a Business  Day,  then  payment of  interest
payable  on such  date  shall  be made on the  next  succeeding  day  which is a
Business Day (and  without any interest or other  payment in respect of any such
delay),  with the same force and effect as if made on the date such  payment was
originally  payable.  All  percentages  resulting from any  calculations  on the
Debentures will be rounded, if necessary,  to the nearest one hundred-thousandth
of a percentage  point,  with five  one-millionths of a percentage point rounded
upward (e.g.,  9.876545% or .09876545 being rounded to 9.87655% or .0987655) and
all dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent, with one-half cent being rounded upward.

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

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

     (2)  if such rate does not  appear on  Telerate  Page 3750 as of 11:00 a.m.
          (London  time) on the  Determination  Date,  3-Month LIBOR will be the
          arithmetic mean of the rates  (expressed as percentages per annum) for
          U.S. dollar deposits of an amount equal or comparable to the aggregate
          liquidation  amount of the  Debentures  having a three-month  maturity
          that appear on Reuters  Monitor Money Rates Page LIBO  ("Reuters  Page
          LIBO") as of 11:00 a.m. (London time) on such Determination Date;

     (3)  if such rate does not  appear on  Reuters  Page LIBO as of 11:00  a.m.
          (London  time) on the related  Determination  Date,  the Trustee  will
          request the  principal  London  offices of four  leading  banks in the
          London  interbank  market to provide  such banks'  offered  quotations
          (expressed  as  percentages  per  annum) to prime  banks in the London
          interbank  market  for U.S.  dollar  deposits  of an  amount  equal or
          comparable  to the  aggregate  liquidation  amount  of the  Debentures
          having a three-month  maturity as of 11:00 a.m.  (London time) on such
          Determination  Date. If at least two quotations are provided,  3-Month
          LIBOR will be the arithmetic mean of such quotations; and

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

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

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

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

                                       14
<PAGE>

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

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

Section  2.11  Extension  of  Interest  Payment  Period.  So long as no Event of
Default has occurred and is continuing,  the Company shall have the right,  from
time to time,  and  without  causing an Event of Default,  to defer  payments of
interest on the  Debentures  by  extending  the interest  payment  period on the
Debentures at any time and from time to time during the term of the  Debentures,
for up to 20 consecutive  quarterly periods (each such extended interest payment
period,  an  "Extension  Period"),  during  which  Extension  Period no interest
(including  Additional  Interest) shall be due and payable.  No Extension Period
may end on a date other than an Interest  Payment  Date.  At the end of any such
Extension  Period the Company  shall pay all interest then accrued and unpaid on
the Debentures (together with Additional Interest thereon);  provided,  however,
that no Extension Period may extend beyond the Maturity Date; provided, further,
however,  that during any such Extension Period, the Company shall not and shall
not permit any  Affiliate to (i) declare or pay any  dividends or  distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's or such  Affiliate's  capital stock (other than payments of
dividends or distributions  to the Company) or make any guarantee  payments with
respect to the  foregoing  or (ii) make any payment of  principal or interest or
premium,  if any, on or repay,  repurchase or redeem any debt  securities of the
Company or any Affiliate  that rank pari passu in all respects with or junior in
interest to the  Debentures  (other  than,  with  respect to clauses (i) or (ii)
above, (a) repurchases,  redemptions or other  acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,  directors or consultants,  in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable  Extension  Period,  (b) as a  result  of  any  exchange  or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (e) any dividend in the form of stock,  warrants,  options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(f) payments under the Capital Securities  Guarantee).  Prior to the termination
of any Extension  Period,  the Company may further extend such period,  provided
that  such  period  together  with all such  previous  and  further  consecutive
extensions thereof shall not exceed 20 consecutive  quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension  Period and upon
the payment of all accrued and unpaid  interest  and  Additional  Interest,  the
Company  may  commence  a  new  Extension  Period,   subject  to  the  foregoing
requirements. No interest or Additional Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall bear  Additional  Interest to the extent  permitted by applicable law. The
Company  must give the  Trustee  notice of its  election to begin or extend such
Extension  Period at least 5 Business Days prior to the regular  record date (as
such term is used in Section 2.8)  immediately  preceding  the Interest  Payment
Date with respect to which  interest on the  Debentures  would have been payable
except for the election to begin or extend such Extension Period.

                                       15
<PAGE>

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

Section 2.13      Global Debentures.

(a)  Upon the election of the holder of Outstanding  Debentures,  which election
     need not be in writing, the Debentures owned by such holder shall be issued
     in the form of one or more Global Debentures  registered in the name of the
     Depositary  or  its  nominee.  Each  Global  Debenture  issued  under  this
     Indenture  shall be registered in the name of the Depositary  designated by
     the Company for such Global Debenture or a nominee thereof and delivered to
     such Depositary or a nominee thereof or custodian  therefor,  and each such
     Global  Debenture shall  constitute a single  Debenture for all purposes of
     this Indenture.

(b)  Notwithstanding any other provision in this Indenture,  no Global Debenture
     may be  exchanged  in whole or in part for  Debentures  registered,  and no
     transfer of a Global  Debenture in whole or in part may be  registered,  in
     the name of any Person other than the Depositary for such Global  Debenture
     or a nominee thereof unless (i) such Depositary advises the Trustee and the
     Company in writing  that such  Depositary  is no longer  willing or able to
     properly discharge its  responsibilities as Depositary with respect to such
     Global  Debenture,  and no qualified  successor is appointed by the Company
     within ninety (90) days of receipt by the Company of such notice, (ii) such
     Depositary ceases to be a clearing agency registered under the Exchange Act
     and no successor is appointed by the Company  within ninety (90) days after
     obtaining  knowledge of such event, (iii) the Company executes and delivers
     to the Trustee a Company Order stating that the Company elects to terminate
     the  book-entry  system  through the Depositary or (iv) an Event of Default
     shall have  occurred and be  continuing.  Upon the  occurrence of any event
     specified  in clause  (i),  (ii),  (iii) or (iv) above,  the Trustee  shall
     notify the  Depositary  and instruct the Depositary to notify all owners of
     beneficial  interests in such Global  Debenture of the  occurrence  of such
     event and of the  availability  of  Debentures to such owners of beneficial
     interests requesting the same. Upon the issuance of such Debentures and the
     registration  in the Debenture  Register of such Debentures in the names of
     the  Holders  of  the  beneficial  interests  therein,  the  Trustee  shall
     recognize such holders of beneficial interests as Holders.

(c)  If any Global Debenture is to be exchanged for other Debentures or canceled
     in part, or if another Debenture is to be exchanged in whole or in part for
     a beneficial interest in any Global Debenture,  then either (i) such Global
     Debenture  shall be so surrendered for exchange or cancellation as provided
     in this Article II or (ii) the principal amount thereof shall be reduced or
     increased by an amount  equal to the portion  thereof to be so exchanged or
     canceled, or equal to the principal amount of such other Debenture to be so
     exchanged for a beneficial  interest therein,  as the case may be, by means
     of  an  appropriate  adjustment  made  on  the  records  of  the  Debenture
     registrar,  whereupon  the  Trustee,  in  accordance  with  the  Applicable
     Depository  Procedures,  shall  instruct the  Depositary or its  authorized
     representative to make a corresponding  adjustment to its records. Upon any
     such  surrender or  adjustment  of a Global  Debenture  by the  Depositary,
     accompanied by registration instructions, the Company shall execute and the
     Trustee shall authenticate and deliver any Debentures  issuable in exchange
     for such Global  Debenture (or any portion  thereof) in accordance with the
     instructions  of the  Depositary.  The Trustee  shall not be liable for any
     delay in delivery of such  instructions and may  conclusively  rely on, and
     shall be fully protected in relying on, such instructions.

(d)  Every Debenture  authenticated  and delivered upon registration of transfer
     of, or in  exchange  for or in lieu of, a Global  Debenture  or any portion
     thereof shall be authenticated  and delivered in the form of, and shall be,
     a Global  Debenture,  unless such  Debenture is registered in the name of a
     Person  other than the  Depositary  for such Global  Debenture or a nominee
     thereof.

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

                                       16
<PAGE>

(f)  The  Depositary  or  its  nominee,  as the  registered  owner  of a  Global
     Debenture,  shall be the Holder of such Global  Debenture  for all purposes
     under this Indenture and the Debentures, and owners of beneficial interests
     in a Global Debenture shall hold such interests  pursuant to the Applicable
     Depository Procedures. Accordingly, any such owner's beneficial interest in
     a Global  Debenture  shall  be shown  only  on,  and the  transfer  of such
     interest  shall  be  effected  only  through,  records  maintained  by  the
     Depositary or its nominee or its  Depositary  Participants.  The Debentures
     registrar and the Trustee shall be entitled to deal with the Depositary for
     all purposes of this Indenture  relating to a Global  Debenture  (including
     the  payment  of  principal   and  interest   thereon  and  the  giving  of
     instructions  or directions by owners of beneficial  interests  therein and
     the giving of notices) as the sole Holder of the  Debenture  and shall have
     no obligations to the owners of beneficial  interests therein.  Neither the
     Trustee nor the Debentures registrar shall have any liability in respect of
     any transfers effected by the Depositary.

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

(h)  No holder of any  beneficial  interest in any Global  Debenture held on its
     behalf by a  Depositary  shall have any rights  under this  Indenture  with
     respect to such Global Debenture, and such Depositary may be treated by the
     Company,  the  Trustee  and any agent of the  Company or the Trustee as the
     owner of such Global  Debenture  for all purposes  whatsoever.  None of the
     Company,  the Trustee nor any agent of the Company or the Trustee will have
     any  responsibility  or liability for any aspect of the records relating to
     or payments made on account of beneficial  ownership  interests of a Global
     Debenture or maintaining,  supervising or reviewing any records relating to
     such beneficial ownership interests. Notwithstanding the foregoing, nothing
     herein shall  prevent the Company,  the Trustee or any agent of the Company
     or the Trustee from giving  effect to any written  certification,  proxy or
     other  authorization  furnished  by a  Depositary  or impair,  as between a
     Depositary  and such  holders of  beneficial  interests,  the  operation of
     customary  practices governing the exercise of the rights of the Depositary
     (or its nominee) as holder of any Debenture.

                                  ARTICLE III.
                       PARTICULAR COVENANTS OF THE COMPANY

Section 3.1 Payment of Principal,  Premium and Interest; Agreed Treatment of the
Debentures.

(a)  The Company  covenants and agrees that it will duly and  punctually  pay or
     cause to be paid the principal of and premium, if any, and Interest and any
     Additional Interest on the Debentures at the place, at the respective times
     and in the manner  provided  in this  Indenture  and the  Debentures.  Each
     installment of interest on the Debentures may be paid (i) by mailing checks
     for such interest payable to the order of the holder of Debentures entitled
     thereto as they  appear on the  registry  books of the Company if a request
     for a wire  transfer  has not been  received by the Company or (ii) by wire
     transfer to any account  with a banking  institution  located in the United
     States  designated  in writing by such Person to the paying  agent no later
     than the related record date. Notwithstanding the foregoing, so long as the
     Institutional  Trustee,  not in  its  individual  capacity  but  solely  as
     Institutional  Trustee for QCR Holdings  Statutory Trust III, is the holder
     of the  Debentures,  the  payment  of the  principal  and  Interest  on the
     Debentures shall be made by wire transfer of immediately available funds to
     the  Institutional  Trustee,  to be received not later than 1:00 p.m.,  New
     York  City  time,  on the  Interest  Payment  Date of such  payment  at the
     Principal  Office of the  Trustee  for  distribution  to the holders of the
     Capital  Securities.  Notwithstanding any other provision of this Indenture
     to the contrary,  the Institutional  Trustee shall not be required to make,
     or  cause  to  be  made,  distributions  to  the  holders  of  the  Capital
     Securities,  as  aforesaid  prior to the first  Business Day on which it is
     practicable for the  Institutional  Trustee to do so in view of the time of
     day when the funds to be so  transferred  were received by it if such funds
     were received after 1:00 p.m., New York City time.

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

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

                                       17
<PAGE>

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

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

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

Section 3.3  Appointments  to Fill Vacancies in Trustee's  Office.  The Company,
whenever  necessary  to avoid or fill a vacancy in the office of  Trustee,  will
appoint,  in the manner provided in Section 6.9, a Trustee,  so that there shall
at all times be a Trustee hereunder.

Section 3.4       Provision as to Paying Agent.

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

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

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

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

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

                                       18
<PAGE>

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

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

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

Section 3.5  Certificate to Trustee.  The Company will deliver to the Trustee on
or before 120 days after the end of each fiscal year, so long as Debentures  are
outstanding  hereunder,  a  Certificate  stating  that  in  the  course  of  the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default during such fiscal year by the Company in
the performance of any covenants  contained herein,  stating whether or not they
have knowledge of any such default and, if so,  specifying  each such default of
which the signers have knowledge and the nature and status thereof.  The Trustee
shall  provide  a copy of  such  Certificate  to any  collateral  manager  for a
securitized  pool that owns any of the Capital  Securities upon request by or on
behalf of such manager.

Section 3.6  Additional  Sums.  If and for so long as the Trust is the holder of
all Debentures and the Trust is required to pay any  additional  taxes,  duties,
assessments  or other  governmental  charges  as a result  of a Tax  Event,  the
Company will pay such additional amounts  ("Additional  Sums") on the Debentures
as shall be required so that the net amounts  received and retained by the Trust
after paying taxes,  duties,  assessments or other governmental  charges will be
equal to the  amounts the Trust  would have  received if no such taxes,  duties,
assessments  or other  governmental  charges had been imposed.  Whenever in this
Indenture or the  Debentures  there is a reference in any context to the payment
of principal of or interest on the  Debentures,  such mention shall be deemed to
include  mention  of  payments  of the  Additional  Sums  provided  for in  this
paragraph to the extent that,  in such  context,  Additional  Sums are,  were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express  mention of the payment of Additional  Sums (if  applicable)  in any
provisions  hereof shall not be construed as excluding  Additional Sums in those
provisions  hereof where such express  mention is not made;  provided,  however,
that the deferral of the payment of interest during an Extension Period pursuant
to Section 2.11 shall not defer the payment of any  Additional  Sums that may be
due and payable.

Section 3.7  Compliance  with  Consolidation  Provisions.  The Company will not,
while any of the Debentures remain outstanding, consolidate with, or merge into,
or merge into itself, or sell or convey all or substantially all of its property
to any other  Person  unless the  provisions  of Article XI hereof are  complied
with.

                                       19
<PAGE>

Section 3.8 Limitation on Dividends.  If Debentures are initially  issued to the
Trust or a  trustee  of such  trust in  connection  with the  issuance  of Trust
Securities by the Trust (regardless of whether Debentures continue to be held by
such  Trust) and (i) there shall have  occurred  and be  continuing  an Event of
Default, (ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities  Guarantee,  or (iii) the Company shall
have  given  notice  of its  election  to  defer  payments  of  interest  on the
Debentures by extending the interest  payment period as provided herein and such
period, or any extension  thereof,  shall be continuing,  then the Company shall
not, and shall not allow any Affiliate of the Company to, (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment with respect to, any of the Company's  capital stock or its
Affiliates'  capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase or redeem any debt  securities  of the Company or any Affiliate  that
rank pari passu in all  respects  with or junior in interest  to the  Debentures
(other  than,  with  respect to  clauses  (x) and (y)  above,  (1)  repurchases,
redemptions or other  acquisitions  of shares of capital stock of the Company in
connection  with  any  employment  contract,   benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable  Extension  Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (4)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (5) any dividend in the form of stock,  warrants,  options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(6) payments under the Capital Securities Guarantee).

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

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

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

Section 4.1  Securityholders'  Lists.  The Company  covenants and agrees that it
will furnish or caused to be furnished to the Trustee:

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

                                       20
<PAGE>

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

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

Section 4.2       Preservation and Disclosure of Lists.

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

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

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

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

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

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

                                       21
<PAGE>

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

Section 5.1 Events of Default.  "Event of Default"  wherever used herein,  means
any one of the following  events  (whatever the reason for such Event of Default
and whether it shall be voluntary or  involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

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

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

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

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

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

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

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

                                       23
<PAGE>

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

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

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

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

Section 5.3 Application of Monies Collected by Trustee.  Any monies collected by
the Trustee  pursuant to this Article V shall be applied in the following order,
at the date or dates fixed by the Trustee for the  distribution  of such monies,
upon presentation of the several Debentures in respect of which monies have been
collected,  and stamping  thereon the payment,  if only partially paid, and upon
surrender thereof if fully paid:

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

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

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

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

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

                                       24
<PAGE>

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

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

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

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

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

                                       25
<PAGE>

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

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

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

                                  ARTICLE VI.
                             CONCERNING THE TRUSTEE

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

                                       26
<PAGE>

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

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

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

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

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

(c)  the Trustee shall not be liable with respect to any action taken or omitted
     to be taken by it in good faith,  in  accordance  with the direction of the
     Securityholders  pursuant to Section 5.7,  relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising  any trust or power  conferred  upon the Trustee,  under this
     Indenture.

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

         The  Trustee  shall  provide  the Company  with  written  notice of the
Interest Rate for each  Distribution  Period no later than the thirtieth  (30th)
Business Day of the relevant Distribution Period.

Section 6.2 Reliance on Documents,  Opinions,  etc. Except as otherwise provided
in Section 6.1:

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

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

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

                                       27
<PAGE>

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

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

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

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

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

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

Section 6.4 Trustee,  Authenticating  Agent,  Paying Agents,  Transfer Agents or
Registrar May Own  Debentures.  The Trustee or any  Authenticating  Agent or any
paying agent or any transfer agent or any Debenture registrar, in its individual
or any other  capacity,  may become the owner or pledgee of Debentures  with the
same rights it would have if it were not Trustee,  Authenticating  Agent, paying
agent, transfer agent or Debenture registrar.

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

                                       28
<PAGE>

Section 6.6  Compensation  and Expenses of Trustee.  The Company  covenants  and
agrees  to pay to the  Trustee  from  time to  time,  and the  Trustee  shall be
entitled  to,  such  compensation  as shall be agreed to in writing  between the
Company and the Trustee  (which shall not be limited by any  provision of law in
regard to the  compensation of a trustee of an express  trust),  and the Company
will pay or reimburse the Trustee upon its request for all reasonable  expenses,
disbursements  and advances  incurred or made by the Trustee in accordance  with
any of the provisions of this Indenture  (including the reasonable  compensation
and the  expenses  and  disbursements  of its  counsel  and of all  Persons  not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or willful  misconduct.  The Company also covenants to
indemnify  each of the Trustee or any  predecessor  Trustee  (and its  officers,
agents,  directors and employees) for, and to hold it harmless against,  any and
all loss, damage, claim,  liability or expense including taxes (other than taxes
based on the  income of the  Trustee)  incurred  without  negligence  or willful
misconduct on the part of the Trustee and arising out of or in  connection  with
the acceptance or administration of this trust, including the costs and expenses
of defending  itself  against any claim of  liability.  The  obligations  of the
Company  under this Section 6.6 to  compensate  and indemnify the Trustee and to
pay or reimburse  the Trustee for  expenses,  disbursements  and advances  shall
constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Debentures upon all property and funds
held or  collected  by the Trustee as such,  except  funds held in trust for the
benefit of the holders of particular Debentures.

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

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

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

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

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

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

                                       29
<PAGE>

         In  case  at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of this Section 6.8, the Trustee  shall resign
immediately  in the manner and with the effect  specified in Section 6.9. If the
Trustee has or shall acquire any  "conflicting  interest"  within the meaning of
Section 310(b) of the Trust  Indenture  Act, the Trustee shall either  eliminate
such  interest  or resign,  to the extent  and in the manner  described  by this
Indenture.

Section 6.9       Resignation or Removal of Trustee.

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

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

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

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

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

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

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

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

                                       30
<PAGE>

Section 6.10 Acceptance by Successor Trustee. Any successor Trustee appointed as
provided in Section 6.9 shall  execute,  acknowledge  and deliver to the Company
and  to  its  predecessor  Trustee  an  instrument  accepting  such  appointment
hereunder,  and thereupon  the  resignation  or removal of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  duties and
obligations  with respect to the Debentures of its predecessor  hereunder,  with
like effect as if originally named as Trustee herein; but, nevertheless,  on the
written request of the Company or of the successor Trustee,  the Trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 6.6, execute and deliver an instrument transferring to such successor
Trustee  all the rights  and  powers of the  Trustee so ceasing to act and shall
duly  assign,  transfer and deliver to such  successor  Trustee all property and
money  held by such  retiring  Trustee  thereunder.  Upon  request  of any  such
successor Trustee,  the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor Trustee
all such rights and  powers.  Any  Trustee  ceasing to act shall,  nevertheless,
retain a lien upon all  property or funds held or  collected  by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

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

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

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

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

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

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

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<PAGE>

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

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

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

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

                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS

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

                                       32
<PAGE>

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

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

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

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

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

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

                                       33
<PAGE>

                                 ARTICLE VIII.
                            SECURITYHOLDERS' MEETINGS

Section 8.1 Purposes of Meetings.  A meeting of Securityholders may be called at
any time and from time to time  pursuant to the  provisions of this Article VIII
for any of the following purposes:

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

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

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

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

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

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

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

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

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

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

                                       34
<PAGE>

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

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

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

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

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

                                       35
<PAGE>
                                  ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.1  Supplemental  Indentures  without Consent of  Securityholders.  The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures  supplemental hereto,
without the  consent of the  Securityholders,  for one or more of the  following
purposes:

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


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

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

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

(e)  to evidence and provide for the  acceptance of  appointment  hereunder by a
     successor  Trustee with respect to the  Debentures  and to add to or change
     any of the  provisions  of this  Indenture as shall be necessary to provide
     for or facilitate the  administration  of the trusts hereunder by more than
     one Trustee;

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

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

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

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

                                       36
<PAGE>

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

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

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

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

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

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

Section 9.5 Evidence of Compliance of Supplemental  Indenture to be Furnished to
Trustee. The Trustee,  subject to the provisions of Sections 6.1 and 6.2, shall,
in addition to the  documents  required by Section  14.6,  receive an  Officers'
Certificate  and  an  Opinion  of  Counsel  as  conclusive   evidence  that  any
supplemental  indenture  executed pursuant hereto complies with the requirements
of this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

                                       37
<PAGE>

                                   ARTICLE X.
                            REDEMPTION OF SECURITIES

Section 10.1 Optional  Redemption.  The Company shall have the right (subject to
the  receipt  by the  Company  of prior  approval  (i) if the  Company is a bank
holding  company,  from the Federal  Reserve,  if then required under applicable
capital  guidelines or policies of the Federal Reserve or (ii) if the Company is
a  savings  and  loan  holding  company,  from  the OTS if then  required  under
applicable capital guidelines or policies of the OTS), to redeem the Debentures,
in whole or in  part,  but in all  cases in a  principal  amount  with  integral
multiples of $1,000.00,  on any Interest  Payment Date on or after  February 18,
2009, at the Redemption Price.

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

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

         Each such notice of redemption shall specify the CUSIP number,  if any,
of the Debentures to be redeemed,  the Redemption  Date, the Redemption Price at
which  Debentures  are to be  redeemed,  the place or places  of  payment,  that
payment will be made upon  presentation and surrender of such  Debentures,  that
interest  accrued to the date fixed for redemption  will be paid as specified in
said notice, and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In the event that any date on which
the  Redemption  Price is  payable is not a Business  Day,  then  payment of the
Redemption  Price payable on such date shall be made on the next  succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such  delay),  with the same  force  and  effect as if made on the date such
payment  was  originally  payable.  If less  than all the  Debentures  are to be
redeemed, the notice of redemption shall specify the number of the Debentures to
be redeemed.  In case the Debentures are to be redeemed in part only, the notice
of  redemption  shall state the portion of the  principal  amount  thereof to be
redeemed and shall state that on and after the date fixed for  redemption,  upon
surrender of such Debenture,  a new Debenture or Debentures in principal  amount
equal to the unredeemed portion thereof will be issued.

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

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

                                       38
<PAGE>

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

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

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

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

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

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

                                       39
<PAGE>
                                  ARTICLE XII.
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.1      Discharge of Indenture.  When

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

(b)  all the Debentures not theretofore canceled or delivered to the Trustee for
     cancellation  shall have become due and  payable,  or are by their terms to
     become due and  payable  within 1 year or are to be called  for  redemption
     within one (1) year under arrangements  satisfactory to the Trustee for the
     giving of notice of  redemption,  and the Company  shall  deposit  with the
     Trustee,  in trust,  funds,  which shall be  immediately  due and  payable,
     sufficient  to pay at maturity  or upon  redemption  all of the  Debentures
     (other than any Debentures which shall have been destroyed,  lost or stolen
     and which shall have been  replaced or paid as provided in Section 2.6) not
     theretofore   canceled  or  delivered  to  the  Trustee  for  cancellation,
     including  principal and premium, if any, and interest due or to become due
     to such  date of  maturity  or  redemption  date,  as the case may be,  but
     excluding,  however,  the amount of any monies for the payment of principal
     of, and  premium,  if any, or interest on the  Debentures  (1)  theretofore
     repaid to the Company in accordance with the provisions of Section 12.4, or
     (2) paid to any  state  or to the  District  of  Columbia  pursuant  to its
     unclaimed property or similar laws, and if in the case of either clause (a)
     or clause (b) the Company shall also pay or cause to be paid all other sums
     payable hereunder by the Company,  then this Indenture shall cease to be of
     further  effect  except for the  provisions of Sections 2.5, 2.6, 2.8, 3.1,
     3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures
     shall mature and be paid.  Thereafter,  Sections 6.6 and 12.4 shall and the
     Trustee, on demand of the Company  accompanied by an Officers'  Certificate
     and an Opinion of  Counsel,  each  stating  that all  conditions  precedent
     herein  provided for  relating to the  satisfaction  and  discharge of this
     Indenture  have been  complied  with,  and at the cost and  expense  of the
     Company, shall execute proper instruments acknowledging satisfaction of and
     discharging this Indenture. The Company agrees to reimburse the Trustee for
     any costs or expenses  thereafter  reasonably and properly  incurred by the
     Trustee in connection with this Indenture or the Debentures.

Section  12.2  Deposited  Monies to be Held in Trust by Trustee.  Subject to the
provisions of Section 12.4, all monies  deposited  with the Trustee  pursuant to
Section  12.1  shall be held in  trust in a  non-interest  bearing  account  and
applied  by it to the  payment,  either  directly  or through  any paying  agent
(including the Company if acting as its own paying agent), to the holders of the
particular  Debentures  for the payment of which such monies have been deposited
with the Trustee,  of all sums due and to become due thereon for principal,  and
premium, if any, and interest.

Section  12.3 Paying  Agent to Repay  Monies  Held.  Upon the  satisfaction  and
discharge  of this  Indenture  all monies  then held by any paying  agent of the
Debentures (other than the Trustee) shall, upon demand of the Company, be repaid
to it or paid to the Trustee,  and thereupon such paying agent shall be released
from all further liability with respect to such monies.

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

                                       40
<PAGE>

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

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

                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS

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

Section 14.2  Official  Acts by Successor  Entity.  Any act or proceeding by any
provision of this  Indenture  authorized  or required to be done or performed by
any  board,  committee  or  officer  of the  Company  shall  and may be done and
performed  with like force and effect by the like board,  committee,  officer or
other  authorized  Person of any  entity  that  shall at the time be the  lawful
successor of the Company.

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

Section  14.4  Addresses  for  Notices,  etc.  Any notice,  consent,  direction,
request,  authorization,  waiver  or  demand  which  by any  provision  of  this
Indenture is required or permitted to be given, made, furnished or served by the
Trustee or by the Securityholders on or to the Company may be given or served in
writing by being deposited  postage prepaid by registered or certified mail in a
post office letter box addressed (until another address is filed by the Company,
with the Trustee for the purpose) to the Company at 3551 Seventh  Street,  Suite
204, Moline,  Illinois 61265,  Attention:  Todd A. Gipple. Any notice,  consent,
direction, request, authorization, waiver or demand by any Securityholder or the
Company to or upon the Trustee shall be deemed to have been  sufficiently  given
or made,  for all  purposes,  if given or made in  writing  at the office of the
Trustee,  addressed to the Trustee, 225 Asylum Street, Goodwin Square, Hartford,
Connecticut,  06103 Attention: Vice President,  Corporate Trust Services, with a
copy to U.S.  Bank National  Association,  P.O. Box 778,  Boston,  Massachusetts
02102-0778,  Attention: Earl W. Dennison,  Corporate Trust Services. Any notice,
consent,  direction,  request,  authorization,  waiver  or  demand  on or to any
Securityholder  shall be deemed to have been sufficiently given or made, for all
purposes,  if given or made in writing at the address set forth in the Debenture
Register.

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

                                       41
<PAGE>

Section  14.6  Evidence  of  Compliance  with  Conditions  Precedent.  Upon  any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers'  Certificate stating that in the opinion of the signers all conditions
precedent,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been  complied  with and an Opinion of Counsel  stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

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

Section  14.7  Non-Business  Days.  In any case  where  the date of  payment  of
interest on or principal of the Debentures  will be a day that is not a Business
Day, the payment of such interest on or principal of the Debentures  need not be
made on such date but may be made on the next  succeeding  Business Day with the
same  force  and  effect  as if made on the  original  date of  payment,  and no
interest shall accrue for the period from and after such date.

Section  14.8 Table of  Contents,  Headings,  etc. The table of contents and the
titles and headings of the articles  and  sections of this  Indenture  have been
inserted for  convenience  of reference  only,  are not to be  considered a part
hereof,  and shall in no way modify or restrict  any of the terms or  provisions
hereof.

Section 14.9  Execution in  Counterparts.  This Indenture may be executed in any
number  of  counterparts,   each  of  which  shall  be  an  original,  but  such
counterparts shall together constitute but one and the same instrument.

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

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

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

                                       42
<PAGE>
                                  ARTICLE XV.
                           SUBORDINATION OF DEBENTURES

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

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

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

Section  15.2  Default  on Senior  Indebtedness.  In the event  and  during  the
continuation of any default by the Company in the payment of principal, premium,
interest  or any other  payment  due on any Senior  Indebtedness  of the Company
following  any grace  period,  or in the event that the  maturity  of any Senior
Indebtedness of the Company has been accelerated because of a default,  then, in
either  case,  no  payment  shall be made by the  Company  with  respect  to the
principal  (including  redemption)  of, or  premium,  if any, or interest on the
Debentures.

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

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

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

                                       43
<PAGE>

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

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

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

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

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

                                       44
<PAGE>

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

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

Section 15.7 Rights of the Trustee; Holders of Senior Indebtedness.  The Trustee
in its individual capacity shall be entitled to all the rights set forth in this
Article XV in respect of any Senior  Indebtedness at any time held by it, to the
same  extent as any other  holder of Senior  Indebtedness,  and  nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

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

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

Section  15.8  Subordination  May Not Be  Impaired.  No right of any  present or
future  holder of any Senior  Indebtedness  to enforce  subordination  as herein
provided  shall at any time in any way be  prejudiced  or impaired by any act or
failure to act on the part of the  Company,  or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company, with the
terms,  provisions and covenants of this Indenture,  regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

                                       45
<PAGE>

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

                     Signatures appear on the following page

                                       46
<PAGE>

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

                                    QCR HOLDINGS, INC.


                                    By:
                                    Name: Douglas M. Hultquist
                                    Title: President and Chief Executive Officer

                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as Trustee

                                    By:
                                    Name: Earl W. Dennison, Jr.
                                    Title: Vice President





                                       47
<PAGE>
                                      A - 7

                                    EXHIBIT A

                      FORM OF JUNIOR SUBORDINATED DEBENTURE

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

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
SECTION  4975 OF THE  INTERNAL  REVENUE-  CODE OF 1986,  AS AMENDED (THE "CODE")
(EACH A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING  ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S  INVESTMENT IN THE ENTITY,  AND NO PERSON  INVESTING  "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST  THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR

PROHIBITED  TRANSACTION  CLASS EXEMPTION 96-23,  95-60,  91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED  BY SECTION 406 OF ERISA OR SECTION  4975 OF THE CODE WITH RESPECT TO
SUCH  PURCHASE OR HOLDING.  ANY  PURCHASER  OR HOLDER OF THE  SECURITIES  OR ANY
INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION  3(3)  OF  ERISA,  OR A PLAN  TO  WHICH  SECTION  4975  OF THE  CODE  IS
APPLICABLE,  A TRUSTEE OR OTHER PERSON  ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT
PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE ASSETS OF ANY  EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (ii) SUCH  PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING AN AGGREGATE  PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES
OF $1,000.00 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A
BLOCK HAVING AN AGGREGATE  PRINCIPAL  AMOUNT OF LESS THAN  $500,000.00  SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

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

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

                                       48
<PAGE>
       Floating Rate Junior Subordinated Deferrable Interest Debenture of
                               QCR Holdings, Inc.
                                February 18, 2004

          QCR Holdings,  Inc., a Delaware  corporation (the "Company" which term
includes any successor Person under the Indenture  hereinafter referred to), for
value  received  promises to pay to U.S. Bank National  Association,  not in its
individual  capacity  but  solely  as  Institutional  Trustee  for QCR  Holdings
Statutory Trust III (the "Holder") or registered  assigns,  the principal sum of
Eight Million Two Hundred Forty-Eight  Thousand Dollars ($8,248,000) on February
18, 2034,  and to pay interest on said  principal  sum from the original date of
issuance,  or from the most recent  interest  payment  date (each such date,  an
"Interest  Payment  Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 31, June
30,  September 30 and December 31 of each year commencing  March 31, 2004, at an
annual rate equal to 3.97%  beginning  on (and  including)  the date of original
issuance and ending on (but excluding)  March 31, 2004 and at an annual rate for
each successive  period  beginning on (and  including)  March 31, 2004, and each
succeeding  Interest  Payment  Date,  and  ending  on (but  excluding)  the next
succeeding  Interest  Payment  Date  (each a  "Distribution  Period"),  equal to
3-Month LIBOR,  determined as described  below,  plus 2.85% (the "Coupon Rate"),
applied to the principal  amount hereof,  until the principal  hereof is paid or
duly provided for or made  available for payment,  and on any overdue  principal
and (without  duplication)  on any overdue  installment  of interest at the same
rate per annum, compounded quarterly,  from the dates such amounts are due until
they are paid or made available for payment.  The amount of interest payable for
any period  will be  computed  on the basis of the actual  number of days in the
Distribution  Period  concerned  divided  by 360.  In the event that any date on
which  interest  is payable on this  Debenture  is not a  Business  Day,  then a
payment of the interest payable on such date will be made on the next succeeding
day which is a  Business  Day (and  without  any  interest  or other  payment in
respect  of any such  delay),  with the same  force and effect as if made on the
date the payment was originally  payable.  The interest  installment so payable,
and punctually paid or duly provided for, on any Interest  Payment Date will, as
provided in the  Indenture,  be paid to the Person in whose name this  Debenture
(or one or more  Predecessor  Securities) is registered at the close of business
on the regular record date for such interest installment, which shall be fifteen
days prior to the day on which the relevant  Interest  Payment Date occurs.  Any
such  interest  installment  not so  punctually  paid or duly provided for shall
forthwith  cease to be payable to the Holder on such regular record date and may
be paid to the Person in whose name this  Debenture (or one or more  Predecessor
Securities) is registered at the close of business on a special record date.

         "3-Month LIBOR" as used herein, means the London interbank offered rate
for three-month U.S. dollar deposits  determined by the Trustee in the following
order of priority:  (i) the rate  (expressed as a percentage per annum) for U.S.
dollar  deposits of an amount equal or comparable  to the aggregate  liquidation
amount of the Debentures having a three-month  maturity that appears on Telerate
Page 3750 as of 11:00 a.m.  (London time) on the particular  Determination  Date
("Telerate  Page 3750"  means the display  designated  as "Page 3750" on the Dow
Jones  Telerate  Service  or such other  page as may  replace  Page 3750 on that
service or such other  service or  services as may be  nominated  by the British
Bankers'  Association  as the  information  vendor for the purpose of displaying
London  interbank  offered rates for U.S. dollars  deposits);  (ii) if such rate
does not  appear on  Telerate  Page 3750 as of 11:00 a.m.  (London  time) on the
Determination  Date,  3-Month  LIBOR  will be the  arithmetic  mean of the rates
(expressed as percentages per annum) for U.S. dollar deposits of an amount equal
or comparable to the aggregate  liquidation  amount of the  Debentures  having a
three-month  maturity  that  appear on Reuters  Monitor  Money  Rates Page LIBOR
("Reuters Page LIBO") as of 11:00 a.m. (London time) on such Determination Date;
(iii) if such rate does not appear on Reuters Page LIBO as of 11:00 a.m. (London
time) on the related  Determination Date, the Trustee will request the principal
London offices of four leading banks in the London  interbank  market to provide
such banks' offered  quotations  (expressed as  percentages  per annum) to prime
banks in the London interbank market for U.S. dollar deposits of an amount equal
or comparable to the aggregate  liquidation  amount of the  Debentures  having a
three-month  maturity as of 11:00 a.m. (London time) on such Determination Date,
and  if at  least  two  quotations  are  provided,  3-Month  LIBOR  will  be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as  requested in clause (iii) above,  the Trustee will request four
major New York City banks to provide such banks' offered  quotations  (expressed
as percentages per annum) to leading European banks for loans in U.S. dollars of
an  amount  equal or  comparable  to the  aggregate  liquidation  amount  of the
Debentures as of 11:00 a.m. (London time) on such Determination  Date, and if at
least two such  quotations  are provided,  3-Month LIBOR will be the  arithmetic
mean of such quotations. If the rate for U.S. dollar deposits of an amount equal
or comparable to the aggregate  liquidation  amount of the  Debentures  having a
three-month  maturity  that  initially  appears on Telerate Page 3750 or Reuters
Page LIBO,  as the case may be, as of 11:00 a.m.  (London  time) on the  related
Determination Date is superseded on the Telerate Page 3750 or Reuters Page LIBO,
as the case may be, by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such  Determination  Date. As used
herein,  "Determination  Date"  means the date that is two London  Banking  Days
(i.e., a day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the commencement of the relevant Distribution
Period.
                                       49
<PAGE>
         In the event that the 3-Month  LIBOR is  indeterminable  by the methods
described  above, the Coupon Rate shall equal the 3-Month LIBOR in effect on the
most recent Determination Date (whether or not 3-Month LIBOR for such period was
in fact determined on such Determination Date) plus 2.85%.

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

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

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

         So long as no Event of Default  has  occurred  and is  continuing,  the
Company shall have the right, from time to time, and without causing an Event of
Default,  to defer  payments of  interest on the  Debentures  by  extending  the
interest  payment  period  on the  Debentures  at any time and from time to time
during the term of the Debentures,  for up to 20 consecutive  quarterly  periods
(each such extended  interest  payment period,  an "Extension  Period"),  during
which Extension Period no interest (including  Additional Interest) shall be due
and  payable.  No  Extension  Period may end on a date  other  than an  Interest
Payment Date. At the end of any such Extension  Period the Company shall pay all
interest then accrued and unpaid on the  Debentures  (together  with  Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date; provided,  further,  however,  that during any such Extension
Period,  the Company shall not and shall not permit any Affiliate to (i) declare
or pay any dividends or distributions on, or redeem, purchase,  acquire, or make
a liquidation  payment with respect to, any of the Company's or such Affiliate's
capital stock (other than payments of dividends or distributions to the Company)
or make any  guarantee  payments  with respect to the foregoing or (ii) make any
payment of principal of or interest or premium, if any, on or repay,  repurchase
or redeem any debt  securities  of the Company or any  Affiliate  that rank pari
passu in all respects with or junior in interest to the Debentures  (other than,
with  respect to clauses (i) and (ii) above,  (a)  repurchases,  redemptions  or
other  acquisitions of shares of capital stock of the Company in connection with
any employment  contract,  benefit plan or other similar arrangement with or for
the benefit of one or more employees,  officers,  directors or  consultants,  in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection  with the  issuance of capital  stock of the  Company (or  securities
convertible  into or exercisable for such capital stock) as  consideration in an
acquisition  transaction entered into prior to the applicable  Extension Period,
(b) as a result  of any  exchange  or  conversion  of any class or series of the
Company's  capital  stock (or any capital  stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's  indebtedness for any class or series of the Company's  capital
stock,  (c) the  purchase of  fractional  interests  in shares of the  Company's
capital stock pursuant to the conversion or exchange  provisions of such capital
stock or the security  being  converted or exchanged,  (d) any  declaration of a
dividend in connection  with any  stockholders'  rights plan, or the issuance of
rights,  stock or other  property  under any  stockholders'  rights plan, or the
redemption  or repurchase of rights  pursuant  thereto,  (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable upon exercise of such  warrants,  options or other rights is the
same stock as that on which the  dividend is being paid or ranks pari passu with
or  junior to such  stock and any cash  payments  in lieu of  fractional  shares
issued in connection  therewith,  or (f) payments  under the Capital  Securities
Guarantee).  Prior to the termination of any Extension  Period,  the Company may
further  extend such period,  provided  that such period  together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly  periods,  or extend beyond the Maturity  Date.  Upon the
termination  of any  Extension  Period and upon the  payment of all  accrued and
unpaid  interest  and  Additional  Interest,  the  Company  may  commence  a new
Extension  Period,  subject  to  the  foregoing  requirements.  No  interest  or
Additional Interest shall be due and payable during an Extension Period,  except
at the end thereof,  but each  installment of interest that would otherwise have
been  due and  payable  during  such  Extension  Period  shall  bear  Additional
Interest.  The Company must give the Trustee  notice of its election to begin or
extend  such  Extension  Period at least  five (5)  Business  Days  prior to the
regular  record  date (as such  term is used in  Section  2.8 of the  Indenture)
immediately  preceding the Interest  Payment Date with respect to which interest
on the  Debentures  would have been payable  except for the election to begin or
extend such Extension Period.
                                       50
<PAGE>

         Subject to the Company  having  received  prior approval of the Federal
Reserve if then required under applicable  capital guidelines or policies of the
Federal  Reserve,  the Company may redeem this  Debenture  prior to the Maturity
Date in the manner and at the times set forth in the Indenture.

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

         This  Debenture  shall be deemed to be a contract made under the law of
the State of New York,  and for all purposes  shall be governed by and construed
with the law of said  State,  without  regard  to  conflict  of laws  principles
thereof.

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

         Capitalized terms used and not defined in this Debenture shall have the
meanings  assigned in the  Indenture  duly  executed and dated as of the date of
original  issuance of this  Debenture  between the Trustee and the Company.  The
Indenture  contains  a  description  of  the  rights,   limitations  of  rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the holders of the Debentures  and of the terms upon which the  Debentures  are,
and are to be, authenticated and delivered.

                                   (continued)



                                       51
<PAGE>

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

                                    QCR HOLDINGS, INC.


                                    By:

                                    Name: Douglas M. Hultquist

                                    Title: President and Chief Executive Officer



                          CERTIFICATE OF AUTHENTICATION

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

                                   U.S. Bank National Association,
                                   as Trustee

                                   By:
                                          Authorized Officer

                                       52

</TEXT>
</DOCUMENT>
