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M&T Bank Corporation S-3

As filed with the Securities and Exchange Commission on January 19, 2005

Registration Nos. 333-

333- -01

333- -02

333- -03

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


		M&T CAPITAL TRUST IV
		M&T CAPITAL TRUST V
M&T BANK CORPORATION		M&T CAPITAL TRUST VI
(Exact name of registrant as specified in its charter)		(Exact name of each registrant as specified in its certificate of trust)
NEW YORK		DELAWARE
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization of each registrant)
		13-7379185 13-7379186
16-0968385		13-7379187
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
		c/o M&T BANK CORPORATION
ONE M&T PLAZA BUFFALO, NEW YORK 14203 (716) 842-5445		ONE M&T PLAZA BUFFALO, NEW YORK 14203 (716) 842-5445
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

MARK W. YONKMAN, ESQ.

SENIOR VICE PRESIDENT AND GENERAL COUNSEL

M&T BANK CORPORATION

ONE M&T PLAZA

BUFFALO, NEW YORK 14203

(716) 842-5445

(Name, address, including zip code, and telephone number, including area code, of agent for service of each registrant)

Approximate date of commencement of proposed sale to the public: from time to time after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE






		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price Per	Aggregate Offering	Amount of
Securities to be Registered	Registered	Unit	Price	Registration Fee


Debt Securities of M&T Bank Corporation	(1)(2)	(1)(3)	(1)(3)	N/A

Preferred Stock, $1.00 par value, of M&T Bank Corporation	(1)	(1)(3)	(1)(3)	N/A

Depositary Shares of M&T Bank Corporation	(1)(4)	(1)(3)	(1)(3)	N/A

Common Stock, $0.50 par value, of M&T Bank Corporation	(1)	(1)(3)	(1)(3)	N/A

Capital Securities of M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI	(1)	(1)(3)	(1)(3)	N/A

M&T Bank Corporation Guarantees with respect to Capital Securities	(1)(5)	(1)(3)	(1)(3)	N/A

Warrants of M&T Bank Corporation	(1)(6)	(1)(3)	(1)(3)	N/A
Total	$3,000,000,000	100%	$3,000,000,000	$353,100(7)


(1)	Pursuant to General Instruction II.D of Form S-3, such indeterminate number or principal amount of Debt Securities (including Senior Debt Securities, Subordinated Debt Securities and Junior Subordinated Debentures), Preferred Stock, Depositary Shares, Common Stock and Warrants of M&T Bank Corporation (the “Company”) and Capital Securities (the “Capital Securities”) of M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI (separately each trust is also referred to as an “Issuer Trust” and together as the “Issuer Trusts”) as shall have an aggregate initial offering price not to exceed $3,000,000,000 exclusive of accrued interest and dividends, if any. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There are also being registered hereunder an indeterminate number of shares of Common Stock, Preferred Stock and Depositary Shares and an indeterminate principal amount of Debt Securities of the Company as shall be issuable upon the conversion or exchange of convertible or exchangeable Debt Securities or of shares of convertible or exchangeable Preferred Stock registered hereunder or as shall be issuable pursuant to anti-dilution provisions. No separate consideration will be received for such Common Stock, Preferred Stock, Depositary Shares or Debt Securities.

(2)	Junior Subordinated Debentures may be purchased by any of the Issuer Trusts with the proceeds of the sale of the Capital Securities of that Issuer Trust, together with the proceeds received from the Company for the common securities to be issued by that Issuer Trust to the Company. No separate consideration will be received for such Junior Subordinated Debentures. Such Junior Subordinated Debentures may later be distributed for no additional consideration to the holders of Capital Securities of the applicable Issuer Trust upon certain events described in the applicable Trust Agreement of such Issuer Trust.

(3)	The proposed maximum offering price per unit will be determined from time to time in connection with the issuance of the securities registered hereunder. The maximum aggregate offering price will be such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in a maximum aggregate offering price for all securities of $3,000,000,000. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 and exclusive of accrued interest and dividends, if any.

(4)	In the event that the Company elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Shares, evidenced by depositary receipts issued pursuant to a deposit agreement, will be distributed to those persons purchasing such fractional interests, and the shares of Preferred Stock will be issued to the depositary under any such agreement.

(5)	The Company is also registering pursuant to this Registration Statement the Company’s Guarantees and other obligations that it may have with respect to Capital Securities issued by any of the Issuer Trusts. Pursuant to Rule 457(n) under the Securities Act of 1933, no separate consideration will be received for any such Guarantee or any other such obligations.

(6)	There is being registered hereunder an indeterminate principal amount of Warrants representing rights to receive an amount of cash or number of securities that will be determined and as may be sold, from time to time. Includes Warrants which may be purchased by underwriters to cover over-allotments, if any.

(7)	Pursuant to Rule 457(p), the Company, as the successor of Allfirst Financial Inc. within the meaning of Rule 405, offsets the $353,100 registration fee by $112,500 of fees paid by Allfirst Financial Inc. for subordinated debt securities remaining unsold after the termination of Allfirst Financial Inc.’s Registration Statement on Form S-3, Registration Number 333-68346, initially filed on August 24, 2001. Also pursuant to Rule 457(p), the Company further offsets the $353,100 registration fee by $36,497 of fees paid by the Company for common stock securities remaining unsold after the termination of the Company’s Registration Statement on Form S-4, Registration Number 333-48946, initially filed on October 30, 2000.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is prohibited.

SUBJECT TO COMPLETION, DATED JANUARY 19, 2005

M&T BANK CORPORATION

$3,000,000,000


Debt Securities Preferred Stock Depositary Shares Common Stock Warrants of M&T BANK CORPORATION		Capital Securities of M&T CAPITAL TRUST IV M&T CAPITAL TRUST V M&T CAPITAL TRUST VI (Fully and unconditionally guaranteed as described herein by M&T Bank Corporation)

We may offer and sell any combination of the securities listed above, in one or more offerings, up to a total dollar amount of $3,000,000,000 (or the equivalent in foreign currency or currency units). We may also issue common stock or other of the listed securities upon the exchange, conversion or exercise of the listed securities. We will describe specific terms of the securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

M&T Bank Corporation’s common stock is traded on the New York Stock Exchange under the symbol “MTB.”

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor have these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities will not be savings accounts, deposits or other obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus is dated , 2005.

TABLE OF CONTENTS


	Page

ABOUT THIS DOCUMENT		2
WHERE YOU CAN FIND MORE INFORMATION		3
FORWARD-LOOKING STATEMENTS		4
M&T BANK CORPORATION		5
USE OF PROCEEDS		6
CONSOLIDATED EARNINGS RATIOS		6
REGULATORY CONSIDERATIONS		7
DEBT SECURITIES		9
PREFERRED STOCK		18
DEPOSITARY SHARES		20
COMMON STOCK		23
WARRANTS		26
THE ISSUER TRUSTS		29
CAPITAL SECURITIES AND RELATED INSTRUMENTS		31
JUNIOR SUBORDINATED DEBENTURES		41
GUARANTEES		53
RELATIONSHIP AMONG THE CAPITAL SECURITIES AND THE RELATED INSTRUMENTS		56
ISSUANCE OF GLOBAL SECURITIES		58
PLAN OF DISTRIBUTION		62
EMPLOYEE RETIREMENT INCOME SECURITY ACT		63
VALIDITY OF SECURITIES		64
EXPERTS		64
EX-1(A) Form of Underwriting Agreement
EX-1(B) Form of Underwriting Agreement - Debt Securities
EX-1(C) Form of Underwriting Agreement - Capital Securities
EX-4(A) Form of Deposit Agreement
EX-4(B) Form of Senior Indenture
EX-4(C) Form of Senior Debt Security
EX-4(D) Form of Subordinated Indenture
EX-4(E) Form of Subordinated Debt Security
EX-4(F) Form of Warrant Agreement
EX-4(G) Form of Junior Subordinated Indenture
EX-4(H) Certificate of Trust of M&T Capital Trust IV
EX-4(I) M&T Capital Trust IV - Trust Agreement
EX-4(J) Certificate of Trust of M&T Capital Trust V
EX-4(K) M&T Capital Trust V - Trust Agreement
EX-4(L) Certificate of Trust of M&T Capital Trust VI
EX-4(M) M&T Capital Trust VI Trust Agreement
EX-4(N) Form of Amended and Restated Trust Agreement
EX-4(P) Form of Guarantee Agreement
EX-5(A) Opinion of Wachtell, Lipton, Rosen & Katz
EX-5(B) Opinion of Richards, Layton & Finger
EX-12(A) Computations of Consolidated Ratios of Earnings
EX-12(B) Computations of Cons Ratio of Earnings - Preferred
EX-23(A) Consent of Independent Registered Public Accounting Firm
EX-24 Power of Attorney

ABOUT THIS DOCUMENT

This document is called a “prospectus,” and it provides you with a general description of the securities we may offer. Each time we sell securities we will provide a prospectus supplement containing specific information about the terms of the securities being offered. That prospectus supplement may include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change the information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplements, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

Where appropriate, the applicable prospectus supplement will describe U.S. federal income tax considerations relevant to the securities being offered.

M&T Bank Corporation is a New York corporation, which we refer to in this prospectus as “M&T”. M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI are statutory trusts created under Delaware law. We refer to each trust separately as an “Issuer Trust” and we refer to them together as the “Issuer Trusts”. Together, we have filed a registration statement with the SEC using a “shelf” registration or continuous offering process. Under this shelf process, we may offer and sell any combination of the securities described in this prospectus, in one or more offerings, up to a total dollar amount of $3,000,000,000 (or the equivalent in foreign currencies or currency units).

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “we,” “us,” “our,” or similar references mean M&T.

Our SEC registration statement containing this prospectus, including exhibits, provides additional information about us and the securities offered under this prospectus. The registration statement can be read at the SEC’s web site or at the SEC’s offices. The SEC’s web site and street addresses are provided under the heading “Where You Can Find More Information.”

When acquiring securities, you should rely only on the information provided in this prospectus and in the related prospectus supplement, including any information incorporated by reference. No one is authorized to provide you with different information. We are not offering the securities in any state where the offer is prohibited. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is truthful or complete for any date other than the date indicated on the cover page of these documents.

M&T and the Issuer Trusts may sell securities to underwriters who will in turn sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by M&T or an Issuer Trust directly or through dealers or agents designated from time to time, which agents may be our affiliates. If M&T, directly or through agents, solicits offers to purchase the securities, M&T reserves the sole right to accept and, together with our agents, to reject, in whole or in part, any of those offers.

A prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters and the net proceeds to M&T and each Issuer Trust. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. In addition, our SEC filings are available to the public at the SEC’s web site at http://www.sec.gov. M&T also maintains a Web site (http://www.mandtbank.com) where information about M&T and its subsidiaries can be obtained. The information contained in the M&T Web site is not part of this prospectus.

In this prospectus, as permitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.

We incorporate by reference the documents listed below and any documents we file with the SEC in the future under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (other than those portions that may be furnished under Items 2.02 and 7.01 of Form 8-K) until our offering is completed:


	•	Annual Report on Form 10-K for the year ended December 31, 2003;

	•	Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004;

	•	Current Reports on Form 8-K, filed on January 12, January 13, February 18, March 11, April 20, July 8, July 12, October 12, and December 20, 2004, and on January 7 and January 11, 2005 (other than those portions furnished under Items 2.02, 7.01, 9 or 12); and


	•	The description of M&T’s common stock and preferred stock contained in the Form 8-A that was filed on May 20, 1998.

You may request a copy of any of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address:

M&T Bank Corporation

One M&T Plaza

Buffalo, New York 14203

(716) 842-5445

No separate financial statements of any Issuer Trust are included in this prospectus. M&T and the Issuer Trusts do not consider that such financial statements would be material to holders of the capital securities because each Issuer Trust is a special purpose entity, has no operating history or independent operations and is not engaged in and does not propose to engage in any activity other than holding as trust assets the corresponding junior subordinated debentures (as defined under the heading “The Issuer Trusts”) of M&T and issuing the trust securities. Furthermore, taken together, M&T’s obligations under each series of corresponding junior subordinated debentures, the indenture under which the corresponding junior subordinated debentures will be issued, the related trust agreement and the related guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the related capital securities of an Issuer Trust on a junior subordinated basis. For a more detailed discussion, see “The Issuer Trusts,” “Capital Securities and Related Instruments,” “Junior Subordinated Debentures — Corresponding Junior Subordinated Debentures” and “Guarantees.” In addition, in accordance with Rule 12h-5 under the Securities Exchange Act of 1934, M&T does not expect any of the Issuer Trusts to file reports under the Exchange Act with the SEC.

FORWARD-LOOKING STATEMENTS

This prospectus and each prospectus supplement contains or incorporates statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to” or other similar words. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to those described in this prospectus, the prospectus supplement or the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus.

These forward-looking statements are based on current expectations, estimates and projections about M&T’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.

Future Factors include:


	•	changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

	•	credit losses;

	•	sources of liquidity;


	•	common shares outstanding;

	•	common stock price volatility;

	•	fair value of and number of stock options to be issued in future periods;

	•	legislation affecting the financial services industry as a whole, and/or M&T and its subsidiaries individually or collectively;

	•	regulatory supervision and oversight, including required capital levels;

	•	increasing price and product/service competition by competitors, including new entrants;

	•	rapid technological developments and changes;

	•	the ability to continue to introduce competitive new products and services on a timely, cost-effective basis;

	•	the mix of products/services;

	•	containing costs and expenses;

	•	governmental and public policy changes, including environmental regulations;

	•	protection and validity of intellectual property rights;

	•	reliance on large customers;

	•	technological, implementation and cost/financial risks in large, multi-year contracts;

	•	the outcome of pending and future litigation and governmental proceedings;

	•	continued availability of financing;

	•	financial resources in the amounts, at the times and on the terms required to support our future businesses; and

	•	the impact of acquisition activity, including material differences in the actual financial results of merger and acquisition activities compared to our initial expectations, including the full realization of anticipated cost savings and revenue enhancements.

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic conditions, including interest rate and currency exchange rate fluctuations, and other Future Factors.

M&T BANK CORPORATION

M&T is a New York corporation registered as a bank holding company under the federal Bank Holding Company Act of 1956, as amended (which we refer to in this prospectus as the “BHCA”) and under Article III-A of the New York Banking Law (which we refer to in this prospectus as the “Banking Law”). M&T’s principal executive offices are located at One M&T Plaza, Buffalo, New York 14203. M&T was incorporated in 1969 as the parent holding company for Manufacturers and Traders Trust Company (which is also known as “M&T Bank”), a New York-chartered, Buffalo-based bank that traces its origins to the mid-19th century. As of September 30, 2004, M&T Bank represented approximately 99% of the consolidated assets of M&T.

As of September 30, 2004, M&T had, on a consolidated basis, total assets of approximately $52.9 billion, total deposits of approximately $35.0 billion and total shareholders’ equity of approximately $5.7 billion. M&T Bank currently has over 650 branches in New York, Pennsylvania, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and the Cayman Islands and a leading position in the mid-Atlantic region

of the United States. Through M&T Bank and its other subsidiaries, M&T offers a wide range of commercial banking, trust and investment services to its customers.

M&T from time to time considers acquiring banks, thrifts, bank offices or other businesses within markets currently served by M&T or in other locations that would complement M&T’s business or its geographic reach. M&T has pursued acquisition opportunities in the past, continues to review different opportunities, including the possibility of major acquisitions, and intends to continue this practice.

USE OF PROCEEDS

We expect to use the net proceeds from the sale of any securities for general corporate purposes, which may include:


	•	reducing or refinancing existing debt;

	•	investments at the holding company level;

	•	investing in, or extending credit to, our subsidiaries;

	•	possible acquisitions;

	•	stock repurchases; and

	•	other purposes as described in any prospectus supplement.

Pending such use, we may temporarily invest the net proceeds. The precise amounts and timing of the application of proceeds will depend upon our funding requirements and the availability of other funds. Except as indicated in a prospectus supplement, allocations of the proceeds to specific purposes will not have been made at the date of that prospectus supplement.

Each Issuer Trust will invest all proceeds received from any sale of its capital securities in junior subordinated debentures to be offered by M&T in connection with any offering of capital securities. Except as may be set forth in a prospectus supplement, M&T will use the net proceeds from the sale of the junior subordinated debentures to each Issuer Trust for the purposes described above.

Based upon our historical and anticipated future growth and our financial needs, we may engage in additional financings of a character and amount that we determine as the need arises.

CONSOLIDATED EARNINGS RATIOS

The following table provides M&T’s consolidated ratios of earnings to fixed charges and combined fixed charges and preferred stock dividend requirements:


		Nine Months
		Ended
		September 30			Years Ended December 31,

		2004			2003		2002		2001		2000		1999

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
	Excluding interest on deposits		4.78	x		4.22		3.72		2.59		2.29		2.81
	Including interest on deposits		2.88	x		2.56		2.12		1.58		1.46		1.55
CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
	Excluding interest on deposits		4.78	x		4.22		3.72		2.59		2.29		2.81
	Including interest on deposits		2.88	x		2.56		2.12		1.58		1.46		1.55

For purposes of computing both the consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividend requirements:


	•	earnings represent net income (loss) before extraordinary items plus applicable income taxes and fixed charges;

	•	fixed charges, excluding interest on deposits, include interest expense (other than on deposits) and the proportion deemed representative of the interest factor of rent expense, net of income from subleases;

	•	fixed charges, including interest on deposits, include all interest expense and the proportion deemed representative of the interest factor of rent expense, net of income from subleases; and

	•	pretax earnings required for preferred stock dividends were computed using tax rates for the applicable year.

Effective January 1, 2003, M&T began recognizing expense for stock-based compensation using the fair value based method of accounting described in Statement of Financial Accounting Standards (which we refer to in this prospectus as “SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended. M&T has chosen the retroactive restatement method described in SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” which amended SFAS No. 123. As a result, financial information for all prior periods presented above have been restated to reflect the salaries and employee benefits expense that would have been recognized had the recognition provisions of SFAS No. 123 been applied to all awards granted to employees after January 1, 1995.

REGULATORY CONSIDERATIONS

We are extensively regulated under both federal and state law. M&T is a bank holding company under the BHCA. As such, the Board of Governors of the Federal Reserve System (which we refer to in this prospectus as the “Federal Reserve Board”) regulates, supervises and examines M&T and our nonbank subsidiaries. Each of our banking affiliates has deposit insurance provided by the Federal Deposit Insurance Corporation through either the Bank Insurance Fund or the Savings Association Insurance Fund. For a discussion of the material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and specific information relevant to M&T, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and any subsequent reports we file with the SEC, which are incorporated by reference in this prospectus. This regulatory framework is intended primarily for the protection of depositors and the federal deposit insurance funds and not for the protection of security holders. As a result of this regulatory framework, our earnings are affected by actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the New York State Banking Department, which regulates us and M&T Bank, the Office of the Comptroller of the Currency, which regulates the activities of M&T Bank, N.A. and the SEC, which regulates the activities of certain subsidiaries engaged in securities-related businesses. Depository institutions, like our bank subsidiaries, are also affected by various federal laws, including those relating to consumer protection and similar matters.

Our earnings are also affected by general economic conditions, our management policies and legislative action. In addition, there are numerous governmental requirements and regulations that affect our business activities. A change in applicable statutes, regulations or regulatory policy may have a material effect on our business.

M&T Bank has a number of nonbank subsidiaries. These subsidiaries are subject to the laws and regulations of both the federal government and the various states in which they conduct business, as well as certain self regulatory organizations. For example, M&T Bank’s brokerage subsidiary is regulated by the SEC, the National Association of Securities Dealers, Inc. and state securities regulators. M&T Mortgage Corporation also is subject to state regulation in the states in which it operates. M&T Trust Company of Delaware, a nondepository trust company, is regulated by the Office of the State Bank Commissioner of Delaware.

On April 1, 2003, we issued common stock representing approximately 22.5% of our outstanding common stock (after such issuance) to Allied Irish Banks, p.l.c. (which we refer to in this prospectus as “AIB”) in connection with our acquisition of Allfirst Financial, Inc. (which we refer to in this prospectus as “Allfirst”). As a result of AIB’s shareholdings of M&T common stock, AIB is M&T’s bank holding company for purposes of the BHCA and for purposes of Article III-A of the Banking Law. For a discussion of certain consequences relating thereto, as well as certain undertakings that AIB has made in connection therewith, please see the section entitled “Certain Post-Closing Bank Regulatory Matters” in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2003, which is incorporated by reference in this prospectus.

DEBT SECURITIES

The following description summarizes the material provisions of the senior indenture, the subordinated indenture and the debt securities to be issued under these indentures. This description is not complete and is subject to, and is qualified in its entirety by reference to, the indenture under which the debt securities are issued and the Trust Indenture Act. The specific terms of any series of debt securities will be described in the applicable prospectus supplement, and may differ from the general description of the terms presented below. Forms of the senior indenture and the subordinated indenture have been filed as exhibits to our SEC registration statement. Whenever particular defined terms of the senior indenture or the subordinated indenture (each as supplemented or amended from time to time) are referred to in this prospectus or a prospectus supplement, those defined terms are incorporated in this prospectus or such prospectus supplement by reference.

General

Senior debt securities will be issued in one or more series under an indenture to be entered into between M&T and a trustee. This indenture is referred to as the “senior indenture” and this trustee is referred to as the “senior trustee.” Subordinated debt securities will be issued under an indenture to be entered into between M&T and a trustee. This indenture is referred to as the “subordinated indenture” and this trustee is referred to as the “subordinated trustee.” The senior indenture and the subordinated indenture are also referred to together as the “indentures,” and the senior trustee and subordinated trustee are referred to together as the “trustees.” The trustees will be identified in applicable prospectus supplements.

The indentures do not limit the aggregate principal amount of debt securities or of any particular series of debt securities that may be issued under the indentures. They provide that these debt securities may be issued at various times in one or more series, in each case with the same or various maturities, at a premium, at par or at a discount. The indentures do not limit the amount of other debt that we may issue and do not contain financial or similar restrictive covenants. We expect from time to time to incur additional “senior indebtedness” and “other financial obligations” (each as defined below). The indentures do not prohibit or limit additional senior indebtedness or other financial obligations. Each indenture provides that there may be more than one trustee under the indenture with respect to different series of debt securities.

Because we are a holding company and a legal entity separate and distinct from our subsidiaries, our rights to participate in any distribution of assets of a subsidiary upon its liquidation, reorganization or otherwise, and the holders of debt securities’ ability to benefit indirectly from that distribution, would be subject to prior creditor’s claims, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Claims on our subsidiary banks by creditors other than us include long-term debt and substantial obligations with respect to deposit liabilities and federal funds purchased, securities sold under repurchase agreements, other short-term borrowings and various other financial obligations. The indentures do not contain any covenants designed to afford holders of debt securities protection in the event of a highly leveraged transaction involving us.

The particular terms of any debt securities will be contained in a prospectus supplement. The prospectus supplement will describe the following terms of the debt securities:


	•	the title of the debt securities;

	•	whether the debt securities are senior debt securities or subordinated debt securities;

	•	any limit upon the aggregate principal amount of the debt securities and the percentage of principal amount at which they may be issued;

	•	the date on which the principal of the debt securities must be paid;

	•	the interest rates per annum of the debt securities, the methods of determining these rates, the dates from which the interest will accrue, the interest payment dates, the regular record date for the interest payable on any interest payment date, the person to whom any payment must be made, if other than


		the person in whose name that debt security is registered on the regular record date for such interest, and the payment method of any interest payable on a global debt security on an interest payment date;

	•	if other than the location specified in this prospectus, the place where any principal, premium or interest on the debt securities must be paid;

	•	any redemption and any mandatory or optional sinking fund provisions;

	•	any repayment provision;

	•	if other than denominations of integral multiples of $1,000, the denominations in which the debt securities will be issued;

	•	if other than the principal amount, the portion of the debt securities’ principal amount that will be payable upon an acceleration of their maturity;

	•	the currency or currency unit of payment of principal, premium, if any, and interest on the debt securities, and any index used to determine the amount of payment of principal, premium, if any, and interest on these debt securities;

	•	whether the debt securities will be issued in permanent global form and, in such case, the initial depository and the circumstances under which such permanent global debt security may be exchanged;

	•	whether the subordination provisions summarized below or other subordination provisions, including a different definition of “senior indebtedness,” “entitled persons” or “other financial obligations” will apply to the debt securities;

	•	the terms and conditions of any obligation or right of M&T or a holder to convert or exchange debt securities into other securities; and

	•	any other key aspects of the debt securities not specified in this prospectus.

Unless otherwise described in the applicable prospectus supplement, principal, premium, and interest, if any, on the debt securities will be payable, and the debt securities will be transferable, at the corporate trust office of the applicable trustee, except that interest may be paid at our option by check mailed to the address of the holder entitled to it as it appears on the security register.

Unless otherwise described in the applicable prospectus supplement, the debt securities will be issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000. As permitted by the indenture, unless otherwise described in the applicable prospectus supplement, the debt securities will be issued in permanent global form. See “Issuance of Global Securities.” No service charge will be made for any registration of transfer or exchange of the debt securities, but we may require payment to cover any tax or other governmental charge payable in connection with a transfer or exchange.

Both senior debt securities and subordinated debt securities may be issued as “original issue discount securities” (as defined below) to be offered and sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations that apply to any original issue discount securities will be summarized in the applicable prospectus supplement. The term “original issue discount security” means any security that provides for an amount less than its principal amount to be due and payable upon the acceleration of its maturity.

We refer to the applicable prospectus supplement relating to any series of debt securities that are original issue discount securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such original issue discount securities upon a continuing “event of default” (as defined below).

Subordination of the Subordinated Debt Securities

Our obligation to make any payment of principal or interest on subordinated debt securities will, to the extent the subordinated indenture specifies, be subordinate and junior in right of payment to all of our senior

indebtedness. Unless otherwise specified in the prospectus supplement relating to a specific series of subordinated debt securities, “senior indebtedness” is defined in the subordinated indenture to mean the principal of (and premium, if any) and interest on:


	•	all our “indebtedness for money borrowed,” including indebtedness of others guaranteed by us, other than the subordinated debt securities, whether outstanding on the date of execution of the indenture or incurred afterward, except indebtedness that by its terms expressly is not superior in payment right to the subordinated debt securities or ranks equal to the subordinated debt securities; and

	•	any deferrals, renewals or extensions of any such indebtedness.

Senior indebtedness of M&T presently includes:


	•	any borrowings under the $30 million credit facility under a Credit Agreement dated as of December 15, 2000 with Citibank, N.A. (which we refer to in this prospectus as the “Credit Facility”);

	•	any outstanding commercial paper issued by M&T;

	•	M&T’s guarantee of the 6.5% Senior Medium Term Notes due 2008 issued by Keystone Financial Mid-Atlantic Funding Corp.

The following subordinated debt of M&T, assumed in connection with the merger of Allfirst into M&T on April 1, 2003, is not considered to be senior indebtedness of M&T, is subordinate to senior debt securities and ranks on a parity with subordinated debt securities:


	•	7.20% Subordinated Notes due July 1, 2007; and

	•	6.875% Subordinated Notes due June 1, 2009.

The following indebtedness of M&T is not considered to be senior indebtedness of M&T and is subordinate to both senior debt securities and subordinated debt securities:


	•	Floating Rate Junior Subordinated Debentures due January 15, 2027;

	•	Floating Rate Junior Subordinated Debentures due February 1, 2027;

	•	8.234% Junior Subordinated Debentures due February 1, 2027;

	•	9.25% Junior Subordinated Debentures due February 1, 2027;

	•	8.277% Junior Subordinated Debentures due June 1, 2027; and

	•	Floating Rate Junior Subordinated Debentures due July 15, 2029.

The term “indebtedness for money borrowed” means:


	•	any obligation of, or any obligation guaranteed by, M&T for the repayment of money borrowed, whether or not evidenced by bonds, debentures, notes or other written instruments;

	•	any capitalized lease obligations; and

	•	any deferred obligation for payment of the purchase price of any property or assets.

The payment of the principal and interest on the subordinated debt securities will, to the extent described in the subordinated indenture, be subordinate in payment right to the prior payment of all senior indebtedness. Unless otherwise described in the prospectus supplement relating to a specific series of subordinated debt securities, in certain events of insolvency, the payment of the principal and interest on the subordinated debt securities will, to the extent described in the subordinated indenture, also be effectively subordinate in payment right to the prior payment of all other financial obligations. Upon any payment or distribution of assets to creditors in case of our liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, or any bankruptcy, insolvency or similar proceedings, all senior indebtedness holders will be entitled to receive payment in full of all amounts due before the subordinated debt securities holders will be entitled to receive any payment of principal or interest on their securities. If upon any such payment or asset

distribution to creditors, there remains, after giving effect to those subordination provisions in favor of senior indebtedness holders, any amount of cash, property or securities available for payment or distribution in respect of subordinated debt securities (defined in the subordinated indenture as “excess proceeds”) and at that time, any “entitled persons” (as defined below) in respect of other financial obligations have not received payment of all amounts due on such other financial obligations, then such excess proceeds will first be applied to pay these other financial obligations before any payment may be applied to subordinated debt securities. If the maturity of any subordinated debt securities is accelerated, all senior indebtedness holders will be entitled to receive payment of all amounts due before the subordinated debt securities holders will be entitled to receive any payment of principal or interest on their securities.

Because of this subordination in favor of senior indebtedness holders, in the event of insolvency, our creditors who are not holders of senior indebtedness or subordinated debt securities may recover less, ratably, than senior indebtedness holders and may recover more, ratably, than subordinated debt security holders.

Unless otherwise specified with respect to a series of subordinated debt securities in the related prospectus supplement:


	•	“Other financial obligations” means all obligations of M&T to make payment under the terms of financial instruments, such as:


	•	securities contracts and foreign currency exchange contracts;

	•	derivative instruments such as:


	•	swap agreements (including interest rate and foreign exchange rate swap agreements);

	•	cap agreements;

	•	floor agreements;

	•	collar agreements;

	•	interest rate agreements;

	•	foreign exchange rate agreements;

	•	options;

	•	commodity futures contracts; and

	•	commodity option contracts; and


	•	similar financial instruments;

other than:


	•	obligations on account of senior indebtedness; and

	•	obligations on account of indebtedness for money borrowed ranking equal or subordinate to the subordinated debt securities.

	•	“Entitled persons” means any person who is entitled to payment under the terms of other financial obligations.

Our obligations under subordinated debt securities will rank equal in right of payment with each other, subject to the obligations of subordinated debt security holders to pay over any excess proceeds to entitled persons in respect of other financial obligations, unless otherwise described in the prospectus supplement relating to a specific series of subordinated debt securities.

Conversion or Exchange

If and to the extent indicated in the applicable prospectus supplement, a series of debt securities may be convertible or exchangeable into other debt securities or common stock, preferred stock or depositary shares.

The specific terms on which any series may be so converted or exchanged will be described in the applicable prospectus supplement. These terms may include provisions for conversion or exchange, whether mandatory, at the holder’s option or at our option, in which case the amount or number of securities the debt security holders would receive would be calculated at the time and manner described in the applicable prospectus supplement.

Defaults

Senior Debt Securities. The following events will be “events of default” with respect to each series of senior debt securities:


	•	default in any principal or premium payment on any security of that series at maturity;

	•	default for 30 days in interest payment of any security of that series;

	•	failure by us to deposit any sinking fund payment when due in respect of that series;

	•	failure by us for 90 days in performing any other covenant or warranty in the senior indenture (other than a covenant or warranty solely for the benefit of another series of senior debt securities) after:


	•	we are given written notice by the senior trustee; or

	•	the holders of at least 25% in aggregate principal amount of the outstanding securities of that series give written notice to us and the senior trustee;


	•	bankruptcy, insolvency or reorganization of us or one of our principal subsidiary banks; and

	•	any other event of default provided for that series.

A “principal subsidiary bank” is any subsidiary (as defined in the senior indenture) that is a bank (as defined in the senior indenture) and that has total assets equal to 50% or more of our consolidated assets, determined as of the date of the most recent financial statements of such entities, or any other subsidiary bank designated as a principal subsidiary bank by our board of directors. At present, our only principal subsidiary bank is M&T Bank.

If an event of default for senior debt securities of any series outstanding has occurred and is continuing, either the senior trustee or the holders of at least 25% in aggregate principal amount of the outstanding senior debt securities of that series may declare the principal amount (or, if the debt securities of that series are original issue discount securities, that portion of the principal amount specified by the terms of that series) of all securities of that series to be due and payable immediately. However, no such declaration is required with respect to an event of default triggered by bankruptcy, insolvency or reorganization. Subject to certain conditions, this declaration may be annulled by the holders of a majority in principal amount of the outstanding securities of the series. In addition, the holders of a majority in principal amount of the outstanding securities of the series may waive any past default with respect to such series, except for a default:


	•	in any principal, premium or interest payment; or

	•	of a covenant which cannot be modified without the consent of each holder of outstanding senior debt securities of the series affected.

Any annulment or waiver so effected will be binding on all holders of securities of that series.

In the event of our bankruptcy, insolvency or reorganization, senior debt securities holders’ claims would fall under the broad equity power of a federal bankruptcy court, and to that court’s determination of the nature of those holders’ rights.

The senior indenture contains a provision entitling the senior trustee, acting under the required standard of care, to be indemnified by the holders of any outstanding senior debt securities series before proceeding to exercise any right or power under the senior indenture at the holders’ request. The holders of a majority in principal amount of outstanding senior debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the senior trustee, or exercising any trust or other

power conferred on the senior trustee, with respect to the senior debt securities of such series. The senior trustee, however, may decline to act if that direction is contrary to law or the senior indenture or would involve the senior trustee in personal liability.

We will file annually with the senior trustee a compliance certificate as to all conditions and covenants in the senior indenture.

Subordinated Debt Securities. The payment of principal of the subordinated debt securities may be accelerated only upon an event of default (as defined below) specified in the subordinated indenture or in the specific terms of a series of subordinated debt securities (which will be described in the related prospectus supplement). These events are more limited than the events of default described above with respect to senior debt securities. In particular, there is no acceleration right in the case of a default in the payment of interest or principal prior to the maturity date or a default in performance of any covenants in the subordinated indenture.

With respect to each series of subordinated debt securities, an “event of default” includes certain events involving our bankruptcy, insolvency or reorganization (but not the bankruptcy, insolvency or reorganization of any subsidiary). With respect to a particular series of subordinated debt securities, additional events of default may be provided, in which case they will be described in the related prospectus supplement.

With respect to each series of subordinated debt securities, the subordinated indenture defines a “default” to include:


	•	any event of default;

	•	default in any principal or premium payment on any security of that series at maturity;

	•	default for 30 days in interest payment of any security of that series;

	•	failure by us for 90 days in performing any other covenant or warranty in the subordinated indenture (other than a covenant or warranty solely for the benefit of other series of subordinated debt securities) after:


	•	we are given written notice by the subordinated trustee; or

	•	the holders of at least 25% in aggregate principal amount of the outstanding securities of that series give written notice to us and the subordinated trustee; or


	•	any other default provided for that series.

If an event of default for subordinated debt securities of any series outstanding has occurred and is continuing, either the subordinated trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of that series may declare the principal amount (or, if the debt securities of that series are original issue discount securities, that portion of the principal amount specified by the terms of that series) of all securities of that series to be due and payable immediately. Subject to certain conditions, this declaration may be annulled by the holders of a majority in principal amount of the outstanding securities of the series. In addition, the holders of a majority in principal amount of the outstanding securities of the series may waive any past default with respect to such series, except for a default:


	•	in any principal, premium or interest payment; or

	•	of a covenant which cannot be modified without the consent of each holder of outstanding subordinated debt securities of the series affected.

Any annulment or waiver so effected will be binding on all holders of securities of that series.

If a default with respect to subordinated debt securities of any series occurs and is continuing, the subordinated trustee may in its discretion proceed, at the sole expense of M&T, to protect and enforce its rights and the rights of the holders of subordinated debt securities of such series by such appropriate judicial proceedings as the subordinated trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the subordinated indenture or in aid of the exercise of any power granted therein, or to enforce any other proper remedy.

In the event of our bankruptcy, insolvency or reorganization, subordinated debt securities holders’ claims would fall under the broad equity power of a federal bankruptcy court, and to that court’s determination of the nature of those holders’ rights.

The subordinated indenture contains a provision entitling the subordinated trustee, acting under the required standard of care, to be indemnified by the holders of any outstanding subordinated debt securities series before proceeding to exercise any right or power under the subordinated indenture at the holders’ request. The holders of a majority in principal amount of outstanding subordinated debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the subordinated trustee, or exercising any trust or other power conferred on the subordinated trustee, with respect to the subordinated debt securities of such series. The subordinated trustee, however, may decline to act if that direction is contrary to law or the subordinated indenture or would involve the subordinated trustee in personal liability.

We will file annually with the subordinated trustee a compliance certificate as to all conditions and covenants in the subordinated indenture.

Modification and Waiver

We may modify or amend an indenture with the consent of the relevant trustee, in some cases without obtaining the consent of security holders. Certain modifications and amendments also require the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series issued under that indenture that would be affected by the modification or amendment. Further, without the consent of the holder of each outstanding debt security issued under an indenture that would be affected, we may not amend or modify an indenture to do any of the following:


	•	change the stated maturity of the principal, or any installment of principal or interest, on any outstanding debt security;

	•	reduce any principal amount, premium or interest, on any outstanding debt security, including in the case of an original issue discount security the amount payable upon acceleration of the maturity of that security;

	•	change the place of payment where, or the currency or currency unit in which, any principal, premium or interest on any outstanding debt security is payable;

	•	impair the right to institute suit for the enforcement of any payment on or after its stated maturity or, in the case of redemption, on or after the redemption date;

	•	reduce the above-stated percentage of outstanding debt securities necessary to modify or amend the applicable indenture; or

	•	modify the above requirements or reduce the percentage of aggregate principal amount of outstanding debt securities of any series required to be held by holders seeking to waive compliance with certain provisions of the relevant indenture or seeking to waive certain defaults.

The holders of at least a majority in aggregate principal amount of the outstanding debt securities of a series may waive, insofar as that series is concerned:


	•	our compliance with a number of restrictive provisions of the relevant indenture; and

	•	any past default with respect to that series, except a default in the payment of the principal, or premium, if any, or interest on any outstanding debt security of that series or in respect of an indenture covenant which cannot be modified or amended without each outstanding debt security holder consenting.

Any waiver so effected will be binding on all holders of debt securities of that series.

Each indenture provides that in determining whether the holders of the requisite principal amount of the outstanding debt securities have given any request, demand, authorization, direction, notice, consent or waiver under that indenture or are present at a meeting of holders of outstanding debt securities for quorum purposes:


	•	the principal amount of an original issue discount security that is deemed to be outstanding will be the amount of the principal that would be due and payable as of the date of such determination upon acceleration of its maturity; and

	•	the principal amount of outstanding debt securities denominated in a foreign currency or currency unit will be the U.S. dollar equivalent, determined on the date of its original issuance, of the principal amount of that outstanding debt security or, in the case of an original issue discount security, the U.S. dollar equivalent, determined on the date of original issuance of such outstanding debt security, of the amount determined as provided in the bullet point above.

International Offering

If specified in the applicable prospectus supplement, we may issue debt securities outside the United States of America. Those debt securities may be issued in bearer form and will be described in the applicable prospectus supplement. In connection with any offering outside the United States of America, we will designate paying agents, registrars or other agents with respect to the debt securities, as specified in the applicable prospectus supplement.

We will describe in the applicable prospectus supplement whether our debt securities issued outside the United States of America (1) may be subject to certain selling restrictions, (2) may be listed on one or more foreign stock exchanges and (3) may have special U.S. federal income tax and other considerations applicable to an offering outside the United States of America.

Consolidation, Merger and Sale of Assets

The indentures provide that we may not consolidate with or merge into another corporation or transfer our properties and assets substantially as an entirety to another person unless:


	•	the entity formed by the consolidation or into which we merge, or to which we transfer our properties and assets, (1) is a corporation, partnership or trust organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia and (2) expressly assumes by supplemental indenture the payment of any principal, premium or interest on the debt securities, and the performance of any other covenants under the relevant indenture; and

	•	immediately after giving effect to the transaction, no event of default or default, as applicable, and no event which, after notice or lapse of time or both, would become an event of default or default, as applicable, will have occurred and be continuing under the relevant indenture.

Restrictive Covenants

Disposition of Voting Stock of Certain Subsidiaries. The terms of the senior indenture provide that, for so long as any senior debt securities are issued and outstanding, we may not sell or otherwise dispose of, or permit the issuance of, any shares of voting stock or any security convertible or exercisable into shares of voting stock of a principal subsidiary bank of ours or any subsidiary of ours which owns a controlling interest in a principal subsidiary bank. As of the date of this prospectus, M&T Bank is our only principal subsidiary bank. Any future designation of a banking subsidiary as a principal subsidiary bank with respect to senior debt securities of any series will remain effective until the senior debt securities of that series have been repaid.

This restriction does not apply to dispositions made by us or any subsidiary:


	•	acting in a fiduciary capacity for any person other than us or any subsidiary;

	•	to us or any of our wholly-owned subsidiaries;

	•	if required by law for the qualification of directors;


	•	to comply with an order of a court or regulatory authority;

	•	in connection with a merger of, or consolidation of, a principal subsidiary bank with or into a wholly-owned subsidiary or a majority-owned banking subsidiary, as long as we hold, directly or indirectly, in the entity surviving that merger or consolidation, not less than the percentage of voting stock we held in the principal subsidiary bank prior to that action;

	•	if that disposition or issuance is for fair market value as determined by our board of directors (or committee thereof), and, if after giving effect to that disposition or issuance and any potential dilution, we and our wholly-owned subsidiaries will own directly not less than 80% of the voting stock of that principal subsidiary bank or any subsidiary which owns a principal subsidiary bank;

	•	if a principal subsidiary bank sells additional shares of voting stock to its stockholders at any price, if, after that sale, we hold directly or indirectly not less than the percentage of voting stock of that principal subsidiary bank we owned prior to that sale; or

	•	if we or a subsidiary pledges or creates a lien on the voting stock of a principal subsidiary bank to secure a loan or other extension of credit by a majority-owned banking subsidiary subject to Section 23A of the Federal Reserve Act.

Limitation upon Liens on Certain Capital Stock. Except as provided above, we may not at any time, directly or indirectly, create, assume, incur or permit to exist any mortgage, pledge, encumbrance or lien or charge of any kind upon:


	•	any shares of capital stock of any principal subsidiary bank, other than directors’ qualifying shares; or

	•	any shares of capital stock of a subsidiary which owns capital stock of any principal subsidiary bank.

This restriction does not apply to:


	•	liens for taxes, assessments or other governmental charges or levies which are not yet due or are payable without penalty or which we are contesting in good faith by appropriate proceedings so long as we have set aside on our books adequate reserves to cover the contested amount; or

	•	the lien of any judgment, if that judgment is discharged, or stayed on appeal or otherwise, within 60 days.

Defeasance and Discharge

The indentures provide that the terms of any series of debt securities may allow us to terminate some of our obligations with respect to the debt securities of that series (this procedure is often referred to as “defeasance”) by depositing with the applicable trustee as trust funds a combination of money and U.S. government obligations or foreign government obligations, as applicable, sufficient to pay the principal of or premium, if any, and interest on, the securities of such series as they come due.

Defeasance is permitted only if, among other things, we deliver to the trustee an opinion of counsel substantially in the form described in the relevant indenture to the effect that the holders of the debt securities of that series will have no U.S. federal income tax consequences as a result.

This termination will not relieve us of our obligation to pay when due the principal of, premium, if any, and interest on the debt securities of that series if the debt securities of that series are not paid from the money, foreign government obligations or U.S. government obligations held by the applicable trustee for the purpose of making these payments.

Unless specified in the applicable prospectus supplement, these defeasance provisions of the applicable indenture will apply to each series of debt securities.

Title

M&T, the trustees and any of their agents may treat the registered owner of any debt security as the absolute owner of that security, whether or not that debt security is overdue and despite any notice to the contrary, for any purpose. See “Issuance of Global Securities.”

Governing Law

The indentures and debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Information Concerning the Trustees

A trustee may resign or be removed with respect to one or more series of debt securities, and a successor trustee may be appointed to act with respect to that series. If two or more persons are acting as trustee with respect to different series of debt securities, each will be a trustee of a trust under the relevant indenture separate and apart from the trust administered by any other, and any action to be taken by the “trustee” may then be taken by any trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee.

In the normal course of business, M&T and its subsidiaries may conduct banking transactions with the trustees, and the trustees may conduct banking transactions with M&T and its subsidiaries.

PREFERRED STOCK

The following briefly summarizes the material terms of M&T’s preferred stock, other than pricing and related terms to be disclosed in the applicable prospectus supplement. You should read the particular terms of any series of preferred stock offered by M&T which will be described in more detail in any prospectus supplement relating to such series, together with the more detailed provisions of M&T’s restated certificate of incorporation and the certificate of designation relating to each particular series of preferred stock for provisions that may be important to you. The certificate of incorporation, as amended and restated, is incorporated by reference into the registration statement of which this prospectus forms a part. The certificate of designation relating to the participant series of preferred stock offered by the accompanying prospectus supplement and this prospectus will be filed as an exhibit to a document incorporated by reference in the registration statement. The prospectus supplement will also state whether any of the terms summarized below do not apply to the series of preferred stock being offered. M&T’s restated certificate of incorporation authorizes the issuance of up to 1,000,000 shares of preferred stock, $1 par value. As of the date of this prospectus, there were no shares of preferred stock outstanding.

Under M&T’s restated certificate of incorporation, the board of directors of M&T is authorized to issue shares of preferred stock in one or more series, and to establish from time to time a series of preferred stock with the following terms specified:


	•	the designation of the series;

	•	the number of shares to comprise the series;

	•	the dividend rate or rates payable with respect to the shares of the series;

	•	the redemption price or prices;

	•	the voting rights; and

	•	any other relative rights, preferences and limitations pertaining to the series.

Prior to the issuance of any series of preferred stock, the board of directors of M&T will adopt resolutions creating and designating the series as a series of preferred stock and the resolutions will be filed in a certificate of designation as an amendment to the certificate of incorporation.

The rights of holders of any series of preferred stock offered may be adversely affected by the rights of holders of any other series of preferred stock. The board of directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate purpose. Examples of proper corporate purposes include issuances to obtain additional financing in connection with acquisitions or otherwise, and issuances to officers, directors and employees of M&T and its subsidiaries pursuant to benefit plans or otherwise. Shares of preferred stock issued by M&T may have the effect of rendering more difficult or discouraging an acquisition of M&T deemed undesirable by the board of directors of M&T.

Under existing interpretations of the Federal Reserve Board, if the holders of the preferred stock become entitled to vote for the election of directors because dividends on the preferred stock are in arrears as described below, preferred stock may then be deemed a “class of voting securities.” In such case, a holder of 25% or more of the preferred stock, or a holder of 5% or more of the preferred stock where the holder is otherwise a bank holding company, may then be regulated as a “bank holding company” with respect to M&T in accordance with the BHCA. In addition, at such time:


	•	any bank holding company or foreign bank with a U.S. presence generally would be required to obtain the approval of the Federal Reserve Board under the BHC Act to acquire or retain 5% or more of the preferred stock; and

	•	any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board under the Change in Bank Control Act to acquire or retain 10% or more of the preferred stock.

Before redeeming any shares of preferred stock, M&T will obtain the approval of the Federal Reserve Board if then required by applicable law.

The preferred stock will be, when issued, fully paid and nonassessable. Holders of preferred stock will not have any preemptive or subscription rights to acquire more stock of M&T unless otherwise provided in the applicable certificate of designation.

The transfer agent, registrar, dividend disbursing agent and redemption agent for shares of each series of preferred stock will be named in the prospectus supplement relating to such series.

Rank

Unless otherwise specified in the prospectus supplement relating to the shares of a series of preferred stock, such shares will rank on an equal basis with each other series of preferred stock and prior to the common stock as to dividends and distributions of assets.

Dividends

Holders of each series of preferred stock will be entitled to receive cash dividends when, as and if declared by the board of directors of M&T out of funds legally available for dividends. The rates and dates of payment of dividends will be set forth in the prospectus supplement relating to each series of preferred stock. Dividends will be payable to holders of record of preferred stock as they appear on the books of M&T or, if applicable, the records of the depositary referred to below under “Depositary Shares,” on the record dates fixed by the board of directors. Dividends on a series of preferred stock may be cumulative or noncumulative.

M&T may not declare, pay or set apart for payment dividends on the preferred stock unless full dividends on other series of preferred stock that rank on an equal or senior basis have been paid or sufficient funds have been set apart for payment for:


	•	all prior dividend periods of other series of preferred stock that pay dividends on a cumulative basis; or

	•	the immediately preceding dividend period of other series of preferred stock that pay dividends on a noncumulative basis.

Partial dividends declared on shares of preferred stock and each other series of preferred stock ranking on an equal basis as to dividends will be declared pro rata. A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per share will be the same for each series of preferred stock.

Similarly, M&T may not declare, pay or set apart for payment non-stock dividends or make other payments on the common stock or any other stock of M&T ranking junior to the preferred stock until full dividends on the preferred stock have been paid or set apart for payment for:


	•	all prior dividend periods if the preferred stock pays dividends on a cumulative basis; or

	•	the immediately preceding dividend period if the preferred stock pays dividends on a noncumulative basis.

Conversion and Exchange

The prospectus supplement for a series of preferred stock will state the terms, if any, on which shares of that series are convertible into or exchangeable for shares of M&T’s common stock.

Redemption

If so specified in the applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at the option of M&T or the holder thereof and may be mandatorily redeemed.

Any partial redemptions of preferred stock will be made in a way described in the applicable prospectus or, if not so described, in a way that the board of directors decides is equitable.

Unless M&T defaults in the payment of the redemption price, dividends will cease to accrue after the redemption date on shares of preferred stock called for redemption and all rights of holders of such shares will terminate except for the right to receive the redemption price.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of M&T, holders of each series of preferred stock will be entitled to receive distributions upon liquidation in the amount set forth in the prospectus supplement relating to such series of preferred stock, plus an amount equal to any accrued and unpaid dividends. Such distributions will be made before any distribution is made on any securities ranking junior relating to liquidation, including common stock.

If the liquidation amounts payable relating to the preferred stock of any series and any other securities ranking on a parity regarding liquidation rights are not paid in full, the holders of the preferred stock of such series and such other securities will share in any such distribution of available assets of M&T on a ratable basis in proportion to the full liquidation preferences. Holders of such series of preferred stock will not be entitled to any other amounts from M&T after they have received their full liquidation preference.

Voting Rights

The holders of shares of preferred stock will have no voting rights, except:


	•	as otherwise stated in the prospectus supplement;

	•	as otherwise stated in the certificate of designation establishing such series; and

	•	as required by applicable law.

DEPOSITARY SHARES

The following description summarizes the material provisions of the deposit agreement, the depositary shares and the depositary receipts. This description is not complete, and is qualified in its entirety by reference to the deposit agreement and depositary receipts for the depositary shares corresponding to any particular

series of preferred stock. The form of the deposit agreement has been filed as an exhibit to our SEC registration statement. The specific terms of any series of depositary shares will be described in the applicable prospectus supplement and may differ from the general description of terms presented below.

General

We may offer fractional interests in shares of preferred stock, instead of whole shares of preferred stock. If so, we will allow a depositary to issue depositary shares to the public. The depositary shares will represent the fractional interest of a share of preferred stock of the series underlying the corresponding series of depositary shares.

The shares of a preferred stock series underlying depositary shares will be deposited under a separate deposit agreement between M&T and a bank or trust company acting as depositary with respect to that series. The depositary will have its principal office in the United States and have a combined capital and surplus of at least $50,000,000. The prospectus supplement relating to a series of depositary shares will mention the name and address of the depositary. Under the relevant deposit agreement, each owner of a depositary share will be entitled, in proportion to its fractional interest in a share of the underlying series of preferred stock, to all the rights and preferences of that preferred stock, including dividend, voting, redemption, conversion, exchange and liquidation rights.

Depositary shares will be evidenced by one or more depositary receipts issued under a deposit agreement.

Pending the preparation of definitive engraved depositary receipts, a depositary may, upon our order, issue temporary depositary receipts substantially identical to and entitling their holders to all the rights pertaining to the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared without unreasonable delay, and the temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and other Distributions

The depositary will distribute all cash dividends or other cash distributions on the underlying preferred stock to the record depositary shareholders based on the number of the depositary shares owned by that holder on the relevant record date. The depositary will distribute only that amount which can be distributed without attributing to any depositary shareholders a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record depositary shareholders.

If there is a distribution other than in cash, the depositary will distribute property to the entitled record depositary shareholders, unless the depositary determines that it is not feasible to make that distribution. In that case the depositary may, with our approval, adopt the method it deems equitable and practicable for making that distribution, including any sale of property and the distribution of the net proceeds from this sale to the concerned holders.

Each deposit agreement will also contain provisions relating to the manner in which any subscription or similar rights we provide to preferred stockholders of the underlying series will be made available to depositary shareholders.

Withdrawal of Stock

Upon surrender of depositary receipts at the depositary’s office, a holder of depositary shares will be entitled to the number of whole shares of the underlying preferred stock series and any money or other property those depositary shares represent. Depositary shareholders will be entitled to receive whole shares of the related preferred stock series on the basis described in the applicable prospectus supplement, but holders of those whole preferred stock shares will not afterwards be entitled to receive depositary shares in exchange for their shares. If the depositary receipts the holder delivers evidence a depositary share number exceeding the whole share number of the related preferred stock series to be withdrawn, the depositary will deliver to that holder a new depositary receipt evidencing the excess depositary share number.

Redemption; Liquidation

Any terms on which the depositary shares relating to the preferred stock of any series may be redeemed, and any amounts distributable upon our liquidation, dissolution or winding up, will be described in the applicable prospectus supplement.

Voting

Upon receiving notice of any meeting at which holders of the underlying series of preferred stock are entitled to vote, the depositary will mail the information contained in that notice to the record depositary shareholders corresponding to that series of preferred stock. Each such depositary shareholder on the record date will be entitled to instruct the depositary on how to vote the underlying shares of preferred stock. The depositary will vote those underlying preferred stock shares according to those instructions, and we will take reasonably necessary actions to enable the depositary to do so. If the depositary does not receive specific instructions from the depositary shareholders relating to the underlying preferred stock, it will abstain from voting those shares, unless otherwise indicated in the applicable prospectus supplement.

Amendment and Termination of Depositary Agreement

We may change the form of the depositary receipt and the relevant deposit agreement with the consent of the depositary. Certain changes that significantly affect the rights of the depositary shareholders also require the consent of a majority of the outstanding depositary shareholders. The deposit agreement allows us or the depositary to terminate our obligations with respect to the deposit agreement only if:


	•	we have redeemed or reacquired all outstanding depositary shares relating to the deposit agreement;

	•	all preferred stock of the relevant series has been withdrawn; or

	•	there has been a final distribution in respect of the preferred stock of the relevant series in connection with our liquidation, dissolution or winding up and such distribution has been made to the related depositary shareholders.

Charges of Depositary

We will pay all charges of each depositary in connection with the initial deposit and any redemption of the preferred stock. Depositary shareholders will be required to pay any other transfer and other taxes and governmental charges and any other charges expressly provided in the deposit agreement to be for their accounts.

Miscellaneous

Each depositary will forward to the relevant depositary shareholders all reports and communications that we are required to furnish to preferred stockholders of the underlying series.

Neither we nor any depositary will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under any deposit agreement. The obligations of M&T and each depositary under any deposit agreement will be limited to performance in good faith of their duties under that agreement, and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless they are provided with satisfactory indemnity. They may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, depositary shareholders or other persons believed to be competent and on documents believed to be genuine.

Title

M&T, each depositary and any of their agents may treat the registered owner of any depositary share as the absolute owner of that share, whether or not any payment for that depositary share is overdue and despite any notice to the contrary, for any purpose. See “Issuance of Global Securities.”

Resignation and Removal of Depositary

A depositary may resign at any time by delivering to us notice of its election, and we may remove a depositary, and resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of appointment. That successor depositary must:


	•	be appointed within 60 days after delivery of the notice of resignation or removal;

	•	be a bank or trust company having its principal office in the United States; and

	•	have combined capital and surplus of at least $50,000,000.

COMMON STOCK

The following description summarizes the material provisions of our common stock. This description is not complete, and is qualified in its entirety by reference to the provisions of our restated certificate and bylaws as well as the New York Business Corporation Law. Our restated certificate and bylaws are, and any amendments to them will be, incorporated by reference in our SEC registration statement.

General

The applicable prospectus supplement will describe the terms of the common stock including, where applicable, the following:


	•	the number of shares to be offered;

	•	the offering price; and

	•	any additional terms of the common stock which are not inconsistent with the provisions of our restated certificate of incorporation.

The rights of holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that has been issued or may be issued in the future.

Authorized Common Stock

Our restated certificate authorizes 250,000,000 shares of common stock, par value $0.50 per share. As of September 30, 2004, 116,166,024 shares of common stock were outstanding. Our common stock is traded on the New York Stock Exchange under the symbol “MTB.” All of the outstanding shares of common stock are, and any common stock issued and sold under this prospectus will be, fully paid and nonassessable.

Voting Rights

Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of common stock do not have cumulative voting rights.

Dividends

Holders of common stock are entitled to dividends as and when declared by the board of directors out of funds legally available for the payment of dividends. The board of directors has in the past declared and paid regular dividends on a quarterly basis, and intends to continue to do so in the immediate future in such amounts as the board of directors determines from time to time.

Most of the revenues of M&T available for payment of dividends derive from amounts paid to it by its subsidiaries. Under applicable banking law, the total of all dividends declared in any calendar year by each of our bank subsidiaries may not, without applicable regulatory approvals, exceed the aggregate of such bank’s net income and retained net income for the current year and the preceding two years.

If, in the opinion of the federal bank regulatory agency, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition

of the depository institution, could include the payment of dividends), the agency may require that the bank cease and desist from the practice. The Federal Reserve Board has similar authority with respect to bank holding companies. In addition, the federal bank regulatory agencies have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Finally, federal and state regulatory authorities have established guidelines with respect to the maintenance of appropriate levels of capital by a bank, bank holding company or savings association under their jurisdiction. Compliance with the standards set forth in these guidelines could limit the amount of dividends that we and our affiliates may pay in the future.

Under the terms of the junior indenture, we will not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our common stock or preferred stock if, at that time, there is a default under the junior indenture or a related guarantee or M&T has delayed interest payments on the securities issued under the junior indenture. For a more detailed discussion of the junior indenture, see “Junior Subordinated Debentures.”

M&T currently has outstanding $154.64 million aggregate liquidation amount of floating rate junior subordinated debentures due January 15, 2027, $154.64 million aggregate liquidation amount of floating rate junior subordinated debentures due February 1, 2027, $154.64 million aggregate liquidation amount of 8.234% junior subordinated debentures due February 1, 2027, $61.86 million aggregate liquidation amount of 9.25% junior subordinated debentures due February 1, 2027, $103.09 million aggregate liquidation amount of 8.277% junior subordinated debentures due June 1, 2027, and $105.31 million aggregate liquidation amount of floating rate junior subordinated debentures due July 15, 2029. The terms of these debentures permit M&T to defer interest payments on the debentures for up to five years. If M&T defers interest payments on these debentures, M&T may not during the deferral period:


	•	declare or pay any cash dividends on any of its common stock or preferred stock;

	•	redeem any of its common stock or preferred stock; or

	•	purchase or acquire any of its common stock or make a liquidation payment on any of its common stock or preferred stock.

Rights upon Liquidation

In the event of our liquidation, dissolution or winding up, the holders of common stock would be entitled to receive our net assets remaining after paying all liabilities and after paying all preferred stockholders (including holders of depositary shares) the full preferential amount to which those security holders are entitled.

Changes of Control

Certain Provisions of New York Law. The New York Business Corporation Law restricts certain business combinations. The statute prohibits certain New York corporations from engaging in a merger or other business combination with a holder of 20% or more of the corporation’s outstanding voting stock (“acquiring person”) for a period of five years following acquisition of the stock unless the merger or other business combination, or the acquisition of the stock, is approved by the corporation’s board of directors prior to the date of the stock acquisition. The statute also prohibits consummation of such a merger or other business combination at any time unless the transaction has been approved by the corporation’s board of directors or by a majority of the outstanding voting stock not beneficially owned by the acquiring person or certain “fair price” conditions have been met. Under the provisions of the statute, M&T may amend its by-laws by a vote of the shareholders to elect not to be governed by this statute. The by-laws of M&T have been so amended and M&T is not currently governed by this statute.

Federal Bank Regulatory Limitations. The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless:


	•	the Federal Reserve Board has been given 60 days’ prior written notice of the proposed acquisition; and


	•	within that time period, the Federal Reserve Board does not issue a notice disapproving the proposed acquisition or extending for up to another 30 days the period during which such a disapproval may be issued,

or unless the acquisition otherwise requires Federal Reserve Board approval. An acquisition may be made before expiration of the disapproval period if the Federal Reserve Board issues written notice that it intends not to disapprove the action. The acquisition of more than 10% of a class of voting stock of a bank holding company with publicly held securities, such as M&T, generally would constitute the acquisition of control.

In addition, any “company” would be required to obtain Federal Reserve Board approval before acquiring 25% or more of our outstanding common stock. If the acquiror is a bank holding company, this approval is required before acquiring 5% of the outstanding common stock. A company’s obtaining “control” of M&T would also require Federal Reserve Board prior approval. “Control” generally means:


	•	the ownership or control of 25% or more of a class of voting securities,

	•	the ability to elect a majority of the directors, or

	•	the ability otherwise to exercise a controlling influence over management and policies.

Miscellaneous

Holders of common stock do not have any preferential or preemptive right with respect to any securities of M&T or any conversion rights. The common stock is not subject to redemption. The transfer agent and registrar for the common stock is M&T Bank, Buffalo, New York.

Rights Relating to AIB’s Ownership of Common Stock

Board Representation. The M&T bylaws (with respect to M&T) and the bylaws of M&T Bank (with respect to M&T Bank) provide that, as long as AIB remains a significant shareholder of M&T, AIB will have certain representation on the boards of directors of both M&T and M&T Bank and certain committees of M&T.

Certain Actions. M&T’s bylaws also provide that, until AIB no longer holds 15% of the outstanding M&T common stock (we refer to such time as the “Sunset Date”), the M&T board of directors may not take or make any recommendation to M&T shareholders regarding certain actions, including any activity not permissible for a U.S. bank holding company or the adoption of any shareholder rights plan, without the approval of the Executive Committee, including the approval of the AIB designee serving on the committee.

M&T’s bylaws further provide that, until the Sunset Date, the M&T board of directors may only take or make any recommendation to M&T shareholders regarding certain other actions, including certain reductions in M&T’s cash dividend policy, certain acquisitions or dispositions, any liquidation or dissolution of M&T or the election or appointment of the Chairman of the board of directors or the Chief Executive Officer of M&T, if the action has been approved by the Executive Committee, as applicable, and the members of such committee not voting in favor of the action do not include the AIB designee serving on such committee and at least one other member of the committee who is not an AIB designee.

The bylaws described above may not be amended or repealed without the unanimous approval of the entire M&T board of directors or the approval of the holders of not less than 80% of the outstanding shares of M&T common stock. The provisions of the bylaws described above will automatically terminate when AIB holds less than 5% of the outstanding shares of M&T common stock, as determined under the Agreement and Plan of Reorganization, dated September 26, 2002, among AIB, Allfirst and M&T (which we refer to in this prospectus as the “Reorganization Agreement”).

Investment Parameters. Subject to certain exceptions and as more fully described in the Reorganization Agreement, AIB has agreed that, until the second anniversary of the Sunset Date, it will not, directly or indirectly, acquire or offer to acquire more than 25% of the then outstanding shares of M&T common stock or otherwise seek to control or influence the management, the board of directors of M&T or policies of M&T.

Anti-Dilution Protections. Under the terms of the Reorganization Agreement, AIB has certain rights to maintain its proportionate ownership of M&T’s common stock.

Sale of M&T Common Stock. The M&T common stock issued to AIB in connection with the Allfirst acquisition has not been registered under the Securities Act and may only be disposed of by AIB pursuant to an effective registration statement or pursuant to an exemption from registration under the Securities Act and subject to the provisions of the Reorganization Agreement. These shares of M&T common stock are the subject of a registration rights agreement entered into between AIB and M&T.

For further information regarding the rights of AIB with respect to the common stock of M&T, please refer to the Reorganization Agreement, our Annual Report on Form 10-K for the year ended December 31, 2003 and our by-laws, each of which are included as an exhibit to the registration statement of which this prospectus forms a part.

WARRANTS

The following description summarizes the material provisions of each warrant agreement, the warrants and the warrant certificates. This description is not complete, and is qualified in its entirety by reference to the warrant agreement related to the warrants of any particular series. The form of warrant agreement has been filed as an exhibit to our SEC registration statement. The specific terms of any series of warrants will be described in the applicable prospectus supplement and may differ from the general description of terms presented below.

General

We may issue warrants for the purchase of debt securities, preferred stock, depositary shares or common stock. Warrants may be issued independently or together with debt securities, preferred stock, depositary shares or common stock, and may be attached to or separate from those securities.

Each series of warrants will be evidenced by certificates issued under a separate warrant agreement to be entered into between M&T and a bank or trust company acting as warrant agent with respect to that series. The warrant agent will have its principal office in the United States and having combined capital and surplus of at least $50,000,000. The prospectus supplement relating to a series of warrants will mention the name and address of the warrant agent.

The particular terms of any series of warrants will be contained in a prospectus supplement. The prospectus supplement will describe the following terms of the warrants:


	•	the offering price;

	•	the currency for which such warrants may be purchased or exercised;

	•	the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

	•	the date which the warrants and the related securities will be separately transferable;

	•	in the case of warrants to purchase debt securities, the principal amount of debt securities that can be purchased upon exercise of one warrant, and the price and currency for purchasing those debt securities upon exercise and, in the case of warrants to purchase preferred stock, depositary shares or common stock, the number of depositary shares or shares of preferred stock or common stock, as the case may be, that can be purchased upon the exercise of one warrant, and the price for purchasing such shares upon this exercise;

	•	the dates on which the right to exercise the warrants will commence and expire;

	•	certain federal income tax consequences of holding or exercising those warrants;


	•	the terms of the securities issuable upon exercise of those warrants; and

	•	any other terms of the warrants.

Warrant certificates may be exchanged for new warrant certificates of different denominations, may be presented for transfer registration, and may be exercised at the warrant agent’s corporate trust office or any other office indicated in the applicable prospectus supplement. If the warrants are not separately transferable from the securities with which they were issued, this exchange may take place only if the certificates representing such related securities are also exchanged. Prior to warrant exercise, warrant holders will not have any rights as holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon such exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase preferred stock, depositary shares or common stock, the right to receive any dividends, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights. You should be aware, however, that in the case of warrants to purchase preferred or common stock you may be treated as owning the underlying preferred or common shares for purposes of determining whether you control M&T for regulatory purposes as described elsewhere in this prospectus.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities specified in the applicable prospectus supplement at the exercise price indicated in, or calculated as described in, the applicable prospectus supplement. Unless otherwise specified in the applicable prospectus supplement, warrants may be exercised at any time up to 5:00 p.m., New York time, on the expiration date indicated in that prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Warrants may be exercised by delivery of the warrant certificate representing the warrants to be exercised, or in the case of global securities, as described below under “Issuance of Global Securities,” by delivery of an exercise notice for those warrants, together with certain information, and payment to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement, of the required purchase amount. The information required to be delivered will be on the reverse side of the warrant certificate and in the applicable prospectus supplement. Upon receipt of such payment and the warrant certificate or exercise notice properly executed at the warrant agent’s corporate trust office or any other office indicated in the applicable prospectus supplement, we will, in the time period the relevant warrant agreement provides, issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining amount of warrants.

If indicated in the applicable prospectus supplement, securities may be surrendered as all or part of the exercise price for warrants.

Antidilution Provisions

In the case of warrants to purchase common stock, the exercise price payable and the number of common stock shares to be purchased upon warrant exercise may be adjusted in certain events, including:


	•	the issuance of a stock dividend to common stockholders or a combination, subdivision or reclassification of common stock;

	•	the issuance of rights, warrants or options to all common stockholders entitling them to purchase common stock for an aggregate consideration per share less than the current market price per common stock share;

	•	any distribution by us to our common stockholders of evidences of indebtedness or of assets, excluding cash dividends or distributions referred to above; and

	•	any other events described in the applicable prospectus supplement.

No adjustment in the number of shares purchasable upon warrant exercise will be required until cumulative adjustments require an adjustment of at least 1% of such number. No fractional shares will be issued upon warrant exercise, but we will pay the cash value of any fractional shares otherwise issuable.

Modification

We may modify or amend a warrant agreement with the consent of the relevant warrant agent, in some cases without obtaining the consent of warrant holders. Certain modifications and amendments also require the consent of the holders of at least a majority of the unexercised warrants issued under the warrant agreement that would be affected by the modification or amendment. Further, without the consent of each holder under a warrant agreement that would be affected, we may not amend or modify a warrant agreement to do any of the following:


	•	change the number or amount of securities purchasable upon warrant exercise so as to reduce the number of securities receivable upon this exercise;

	•	shorten the time period during which the warrants may be exercised;

	•	otherwise adversely affect the exercise rights of such warrant holders in any material respect; or

	•	reduce the number of unexercised warrants the consent of holders of which is required for amending the warrant agreement or the related warrants.

Consolidation, Merger and Sale of Assets

Each warrant agreement provides that we may consolidate with or merge into another corporation or transfer all or substantially all of our assets to another corporation, provided that:


	•	either we must be the continuing corporation, or the corporation other than M&T formed by or resulting from any consolidation or merger or that receives the assets must be organized and existing under the laws of the United States or any state of the United States or the District of Columbia and must assume our obligations for the unexercised warrants and the performance of all covenants and conditions of the relevant warrant agreement; and

	•	immediately after giving effect to the transaction, M&T or that successor corporation must not be in default under the relevant warrant agreement.

Enforceability of Rights by Holders of Warrants

Each warrant agent will act solely as our agent under the relevant warrant agreement and will not assume any obligation or relationship of agency or trust for any warrant holder. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case we default in performing our obligations under the relevant warrant agreement or warrant, including any duty or responsibility to initiate any legal proceedings or to make any demand upon us. Any warrant holder may, without the warrant agent’s consent or of any other warrant holder, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, that warrant.

Replacement of Warrant Certificates

We will replace any destroyed, lost, stolen or mutilated warrant certificate upon delivery to us and the relevant warrant agent of evidence satisfactory to them of the ownership of that warrant certificate and of the destruction, loss, theft or mutilation of that warrant certificate, and (in the case of mutilation) surrender of that warrant certificate to the relevant warrant agent, unless we or the warrant agent has received notice that the warrant certificate has been acquired by a bona fide purchaser. That warrant holder will also be required to provide indemnity satisfactory to the relevant warrant agent and us before a replacement warrant certificate will be issued.

Title

M&T, the warrant agents and any of our agents may treat the registered holder of any warrant certificate as the absolute owner of the warrants evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the warrants so requested, despite any notice to the contrary. See “Issuance of Global Securities.”

THE ISSUER TRUSTS

The following description summarizes the formation, purposes and material terms of each Issuer Trust. This description is followed by descriptions of:


	•	the capital securities to be issued by each Issuer Trust;

	•	the junior subordinated debentures to be issued by us to each Issuer Trust, and the junior indenture under which they will be issued;

	•	our guarantees for the benefit of the holders of the capital securities; and

	•	the relationship among the capital securities, the corresponding junior subordinated debentures and the guarantees.

Each Issuer Trust is a statutory trust formed under Delaware law pursuant to:


	•	a trust agreement executed by us, as depositor of the Issuer Trust, and the Delaware trustee of such Issuer Trust; and

	•	a certificate of trust filed with the Delaware Secretary of State.

Before trust securities are issued, the trust agreement for the relevant Issuer Trust will be amended and restated in its entirety substantially in the form filed with our SEC registration statement. The trust agreements will be qualified as indentures under the Trust Indenture Act of 1939.

Each Issuer Trust may offer to the public, from time to time, preferred securities representing preferred beneficial interests in the applicable Issuer Trust, which we call “capital securities.” In addition to capital securities offered to the public, each Issuer Trust will sell common securities representing common ownership interests in such Issuer Trust to M&T, which we call “trust common securities.” All of the trust common securities of each Issuer Trust will be owned by us. The trust common securities and the capital securities are also referred to together as the “trust securities.”

Each Issuer Trust exists for the exclusive purposes of:


	•	issuing and selling its trust securities;

	•	using the proceeds from the sale of these trust securities to acquire corresponding junior subordinated debentures from us; and

	•	engaging in only those other activities necessary, convenient or incidental to these purposes (for example, registering the transfer of the trust securities).

When any Issuer Trust sells trust securities, it will use the money it receives to buy a series of our junior subordinated debentures, which we call the “corresponding junior subordinated debentures.” The payment terms of the corresponding junior subordinated debentures will be virtually the same as the terms of that Issuer Trust’s capital securities, which we call the “related capital securities.”

Each Issuer Trust will own only the applicable series of corresponding junior subordinated debentures. The only source of funds for each Issuer Trust will be the payments it receives from us on the corresponding junior subordinated debentures. Each Issuer Trust will use these funds to make any cash payments due to holders of its capital securities.

The issuance of the corresponding junior subordinated debentures will be made pursuant to an agreement between M&T and each Issuer Trust, which we call the “junior indenture.” Pursuant to the junior indenture, we, as borrower, will agree to pay all debts and other obligations (other than with respect to the capital securities) and all costs and expenses of each Issuer Trust (including costs and expenses relating to the organization of each Issuer Trust, the fees and expenses of the Issuer Trustees and the cost and expenses relating to the operation of each Issuer Trust) and to pay any and all taxes and all costs and expenses with respect thereto (other than United States withholding taxes) to which each Issuer Trust might become subject.

The trust common securities of an Issuer Trust will rank equally, and payments on them will be made pro rata, with the capital securities of that Issuer Trust, except that upon the occurrence and continuance of an event of default under a trust agreement resulting from an event of default under the junior indenture, our rights, as holder of the trust common securities, to payment in respect of distributions and payments upon liquidation or redemption will be subordinated to the rights of the holders of the capital securities of that Issuer Trust. See “Capital Securities and Related Instruments — Subordination of Trust Common Securities.” We will acquire trust common securities in an aggregate liquidation amount greater than or equal to 3% of the total capital of each Issuer Trust. The prospectus supplement relating to any capital securities will contain the details of the cash distributions to be made periodically.

Under certain circumstances, we may redeem the corresponding junior subordinated debentures that we sold to an Issuer Trust. If this happens, the Issuer Trust will redeem a like amount of the capital securities which it sold to the public and the trust common securities which it sold to us.

Under certain circumstances, we may terminate an Issuer Trust and cause the corresponding junior subordinated debentures to be distributed to the holders of the related capital securities. If this happens, owners of the related capital securities will no longer have any interest in such Issuer Trust and will only own the corresponding junior subordinated debentures we issued to the Issuer Trust.

Generally, we need the approval of the Federal Reserve Board to redeem the corresponding junior subordinated debentures or to terminate one or more of the Issuer Trusts. A more detailed description is provided under the heading “Capital Securities and Related Instruments — Liquidation Distribution Upon Dissolution.”

Unless otherwise specified in the applicable prospectus supplement:


	•	each Issuer Trust will have a term of approximately 55 years from the date it issues its trust securities, but may terminate earlier as provided in the applicable trust agreement;

	•	each Issuer Trust’s business and affairs will be conducted by its trustees;

	•	the trustees will be appointed by us as holder of the trust common securities;

	•	the trustees for each Issuer Trust will be a property trustee and a Delaware trustee, and two individual administrators who are employees or officers of or affiliated with M&T. These trustees are also referred to as the “Issuer Trust trustees.” The property trustee will act as sole indenture trustee under each trust agreement for purposes of compliance with the Trust Indenture Act. Such trustee will also act as trustee under the guarantees and the junior indenture. See “Guarantees” and “Junior Subordinated Debentures”;

	•	if an event of default under the trust agreement for an Issuer Trust has occurred and is continuing, the holder of the trust common securities of that Issuer Trust, or the holders of a majority in liquidation amount of the related capital securities, will be entitled to appoint, remove or replace the property trustee and/or the Delaware trustee for such Issuer Trust;

	•	under all circumstances, only the holder of the trust common securities has the right to vote to appoint, remove or replace the administrators;

	•	the duties and obligations of each Issuer Trust trustee are governed by the applicable trust agreement; and


	•	we will pay all fees and expenses related to each Issuer Trust and the offering of the capital securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of each Issuer Trust.

The principal executive office of each Issuer Trust is One M&T Plaza, Buffalo, New York 14203 and its telephone number is (716) 842-5445.

CAPITAL SECURITIES AND RELATED INSTRUMENTS

The following description summarizes the material provisions of the capital securities and trust agreements. This description is not complete and is subject to, and is qualified in its entirety by reference to, each trust agreement, which is incorporated as an exhibit to our SEC registration statement, and the Trust Indenture Act. The specific terms of the capital securities will be described in the applicable prospectus supplement, and may differ from the general description of the terms presented below. Whenever particular defined terms of a trust agreement are referred to in this prospectus or in a prospectus supplement, those defined terms are incorporated in this prospectus or such prospectus supplement by reference.

General

Pursuant to the terms of the trust agreement for each Issuer Trust, each Issuer Trust will sell capital securities to the public and trust common securities to us. The capital securities represent preferred beneficial interests in the Issuer Trust that sold them. Holders of the capital securities will be entitled to receive distributions and amounts payable on redemption or liquidation ahead of holders of the trust common securities. A more complete discussion appears under the heading “— Subordination of Trust Common Securities.” Holders of the capital securities will also be entitled to other benefits as described in the corresponding trust agreement.

Each of the Issuer Trusts is a legally separate entity and the assets of one are not available to satisfy the obligations of any of the others.

The capital securities of an Issuer Trust will rank on a parity, and payments on them will be made pro rata, with the trust common securities of that Issuer Trust except as described under “— Subordination of Trust Common Securities.” Legal title to the corresponding junior subordinated debentures will be held and administered by the property trustee in trust for the benefit of the holders of the related capital securities and trust common securities.

Each guarantee agreement executed by us for the benefit of the holders of an Issuer Trust’s capital securities will be a guarantee on a subordinated basis with respect to the related capital securities but will not guarantee payment of distributions or amounts payable on redemption or liquidation of such capital securities when the related Issuer Trust does not have funds on hand available to make such payments. See “Guarantees.”

Distributions

Distributions on the capital securities will be cumulative, will accumulate from the date of original issuance (unless otherwise specified in the applicable prospectus supplement) and will be payable on the dates specified in the applicable prospectus supplement. In the event that any date on which distributions are payable is not a business day, payment of that distribution will be made on the next business day (and without any interest or other payment in connection with this delay) except that, if the next business day falls in the next calendar year, payment of the distribution will be made on the immediately preceding business day, in either case with the same force and effect as if made on the original distribution date. Each date on which distributions are payable in accordance with the previous sentence is referred to as a “distribution date.” A “business day” means any day other than a Saturday or a Sunday, or a day on which banking institutions in the City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the property trustee or the junior trustee is closed for business.

Each Issuer Trust’s capital securities represent preferred beneficial interests in the applicable Issuer Trust, and the distributions on each capital security will be payable at a rate specified in the applicable prospectus supplement. The amount of distributions payable for any period will be computed on the basis of a 360-day year of twelve 30-day months unless otherwise specified in the applicable prospectus supplement. Distributions to which holders of capital securities are entitled will accumulate additional distributions at the rate per annum if and as specified in the applicable prospectus supplement. The term “distributions” as used in this summary includes these additional distributions unless otherwise stated.

If an extension period occurs with respect to the corresponding junior subordinated debentures, distributions on the related capital securities will be correspondingly deferred (but would continue to accumulate additional distributions at the rate per annum set forth in the prospectus supplement for the capital securities). See “Junior Subordinated Debentures — Option to Defer Interest Payments.”

The revenue of each Issuer Trust available for distribution to holders of its capital securities will be limited to payments under the corresponding junior subordinated debentures which the Issuer Trust will acquire with the proceeds from the issuance and sale of its trust securities. See “Junior Subordinated Debentures — Corresponding Junior Subordinated Debentures.” If we do not make interest payments on the corresponding junior subordinated debentures, the property trustee will not have funds available to pay distributions on the related capital securities. The payment of distributions (if and to the extent the Issuer Trust has funds legally available for the payment of distributions and cash sufficient to make payments) is guaranteed by us on a limited basis as described under the heading “Guarantees.”

Distributions on the capital securities will be payable to the holders of capital securities as they appear on the register of the Issuer Trust at the close of business on the relevant record dates, which, as long as the capital securities remain in global form, will be one business day prior to the relevant distribution date. Subject to any applicable laws and regulations and the provisions of the applicable trust agreement, each such payment will be made as described under the heading “Issuance of Global Securities.” In the event any capital securities are not in global form, the relevant record date for such capital securities will be the date at least 15 days prior to the relevant distribution date, as specified in the applicable prospectus supplement.

Redemption or Exchange

Mandatory Redemption. Upon the repayment or redemption, in whole or in part, of any corresponding junior subordinated debentures, whether at maturity or upon earlier redemption as provided in the junior indenture, the proceeds from the repayment or redemption will be applied by the property trustee to redeem a like amount (as defined below) of the trust securities, upon not less than 30 nor more than 60 days notice, at a redemption price equal to the aggregate liquidation amount of such trust securities plus accumulated but unpaid distributions to the date of redemption and the related amount of the premium, if any, paid by us upon the concurrent redemption of the corresponding junior subordinated debentures. See “Junior Subordinated Debentures — Redemption.” If less than all of any series of corresponding junior subordinated debentures are to be repaid or redeemed on a redemption date, then the proceeds from the repayment or redemption will be allocated to the redemption pro rata of the related capital securities and the trust common securities based upon the relative liquidation amounts of these classes. The amount of premium, if any, paid by us upon the redemption of all or any part of any series of any corresponding junior subordinated debentures to be repaid or redeemed on a redemption date will be allocated to the redemption pro rata of the related capital securities and the trust common securities. The redemption price will be payable on each redemption date only to the extent that the Issuer Trust has funds then on hand and available in the payment account for the payment of the redemption price.

We will have the right to redeem any series of corresponding junior subordinated debentures:


	•	on or after such date as may be specified in the applicable prospectus supplement, in whole at any time or in part from time to time;


	•	at any time, in whole (but not in part), upon the occurrence of a tax event, capital treatment event or investment company event; or

	•	as may be otherwise specified in the applicable prospectus supplement,

in each case subject to receipt of prior approval by the Federal Reserve Board if then required under applicable Federal Reserve capital guidelines or policies.

Distribution of Corresponding Junior Subordinated Debentures. Subject to our having received prior approval of the Federal Reserve Board to do so if such approval is then required under applicable capital guidelines or policies of the Federal Reserve Board, we have the right at any time to terminate any Issuer Trust and, after satisfaction of the liabilities of creditors of the Issuer Trust as provided by applicable law, cause the corresponding junior subordinated debentures in respect of the capital securities and trust common securities issued by the Issuer Trust to be distributed to the holders of the capital securities and trust common securities in liquidation of the Issuer Trust.

Tax Event, Capital Treatment Event or Investment Company Event Redemption. If a tax event, capital treatment event or investment company event in respect of a series of capital securities and trust common securities has occurred and is continuing, we have the right to redeem the corresponding junior subordinated debentures in whole (but not in part) and thereby cause a mandatory redemption of the capital securities and trust common securities in whole (but not in part) at the redemption price within 90 days following the occurrence of the tax event, capital treatment event or investment company event. If a tax event, capital treatment event or investment company event has occurred and is continuing in respect of a series of capital securities and trust common securities and we do not elect to redeem the corresponding junior subordinated debentures and thereby cause a mandatory redemption of the capital securities or to liquidate the related Issuer Trust and cause the corresponding junior subordinated debentures to be distributed to holders of the capital securities and trust common securities in liquidation of the Issuer Trust as described above, such capital securities will remain outstanding and additional sums (as defined below) may be payable on the corresponding junior subordinated debentures.

The term “additional sums” means the additional amounts as may be necessary in order that the amount of distributions then due and payable by an Issuer Trust on the outstanding capital securities and trust common securities of the Issuer Trust will not be reduced as a result of any additional taxes, duties and other governmental charges to which the Issuer Trust has become subject as a result of a tax event.

The term “like amount” means:


	•	with respect to a redemption of any series of trust securities, trust securities of that series having a liquidation amount (as defined below) equal to the principal amount of corresponding junior subordinated debentures to be contemporaneously redeemed in accordance with the junior indenture, the proceeds of which will be used to pay the redemption price of the trust securities; and

	•	with respect to a distribution of corresponding junior subordinated debentures to holders of any series of trust securities in connection with a dissolution or liquidation of the related Issuer Trust, corresponding junior subordinated debentures having a principal amount equal to the liquidation amount of the trust securities in respect of which the distribution is made.

The term “liquidation amount” means the stated amount per trust security of $1,000 (or another stated amount set forth in the applicable prospectus supplement).

After the liquidation date fixed for any distribution of corresponding junior subordinated debentures for any series of related capital securities:


	•	the series of related capital securities will no longer be deemed to be outstanding;

	•	The Depository Trust Company, commonly referred to as DTC (for a more detailed explanation of DTC, see “Issuance of Global Securities”) or its nominee, as the record holder of the related capital securities, will receive a registered global certificate or certificates representing the corresponding junior subordinated debentures to be delivered upon the distribution; and


	•	any capital securities certificates not held by DTC or its nominee will be deemed to represent the corresponding junior subordinated debentures having a principal amount equal to the stated liquidation amount of the related capital securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on the related capital securities until the certificates are presented to the administrators or their agent for transfer or reissuance.

Any distribution of corresponding junior subordinated debentures to holders of related capital securities will be made to the applicable recordholders as they appear on the register for the related capital securities on the relevant record date, which will be one business day prior to the liquidation date. In the event that any related capital securities are not in global form, the relevant record date will be a date at least 15 days prior to the liquidation date, as specified in the applicable prospectus supplement.

There can be no assurance as to the market prices for the related capital securities or the corresponding junior subordinated debentures that may be distributed in exchange for related capital securities if a dissolution and liquidation of an Issuer Trust were to occur. Accordingly, the related capital securities that an investor may purchase, or the corresponding junior subordinated debentures that the investor may receive on dissolution and liquidation of an Issuer Trust, may trade at a discount to the price that the investor paid to purchase the related capital securities being offered in connection with this prospectus.

Redemption Procedures

Capital securities redeemed on each redemption date will be redeemed at the redemption price with the applicable proceeds from the contemporaneous redemption of the corresponding junior subordinated debentures. Redemptions of the capital securities will be made and the redemption price will be payable on each redemption date only to the extent that the related Issuer Trust has funds on hand available for the payment of the redemption price. See also “— Subordination of Trust Common Securities.”

If the property trustee gives a notice of redemption in respect of any capital securities, then, by 12:00 noon, New York City time, on the redemption date, to the extent funds are available, the property trustee will, with respect to capital securities held in global form, deposit irrevocably with DTC funds sufficient to pay the applicable redemption price and will give DTC irrevocable instructions and authority to pay the redemption price to the holders of the capital securities. See “Issuance of Global Securities.” If the capital securities are no longer in global form, the property trustee, to the extent funds are available, will irrevocably deposit with the paying agent for the capital securities funds sufficient to pay the applicable redemption price and will give the paying agent irrevocable instructions and authority to pay the redemption price to the holders of the capital securities upon surrender of their capital securities certificates. Notwithstanding the above, distributions payable on or prior to the redemption date for any capital securities called for redemption will be payable to the holders of the capital securities on the relevant record dates for the related distribution dates. If notice of redemption has been given and funds deposited as required, then upon the date of the deposit, all rights of the holders of the capital securities so called for redemption will cease, except the right of the holders of the capital securities to receive the redemption price and any distribution payable in respect of the capital securities on or prior to the redemption date, but without interest on the redemption price, and the capital securities will cease to be outstanding. In the event that any date fixed for redemption of capital securities is not a business day, then payment of the redemption price will be made on the next business day (and without any interest or other payment in connection with this delay) except that, if the next business day falls in the next calendar year, the redemption payment will be made on the immediately preceding business day, in either case with the same force and effect as if made on the original date. In the event that payment of the redemption price in respect of capital securities called for redemption is improperly withheld or refused and not paid either by an Issuer Trust or by us pursuant to the related guarantee as described under “Guarantees,” distributions on the capital securities will continue to accrue at the then applicable rate from the redemption date originally established by the Issuer Trust for the capital securities to the date the redemption price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the redemption price.

Subject to applicable law (including, without limitation, U.S. federal securities law), we or our subsidiaries may at any time and from time to time purchase outstanding capital securities by tender, in the open market or by private agreement.

Payment of the redemption price on the capital securities and any distribution of corresponding junior subordinated debentures to holders of capital securities will be made to the applicable record holders as they appear on the register for the capital securities on the relevant record date, which, as long as the capital securities remain in global form, will be one business day prior to the relevant redemption date or liquidation date, as applicable; provided, however, that in the event that the capital securities are not in global form, the relevant record date for the capital securities will be a date at least 15 days prior to the redemption date or liquidation date, as applicable, as specified in the applicable prospectus supplement.

If less than all of the capital securities and trust common securities issued by an Issuer Trust are to be redeemed on a redemption date, then the aggregate liquidation amount of the capital securities and trust common securities to be redeemed will be allocated pro rata to the capital securities and the trust common securities based upon the relative liquidation amounts of these classes. The particular capital securities to be redeemed will be selected on a pro rata basis not more than 60 days prior to the redemption date by the property trustee from the outstanding capital securities not previously called for redemption, by a customary method that the property trustee deems fair and appropriate and which may provide for the selection for redemption of portions (equal to $1,000 or an integral multiple of $1,000, unless a different amount is specified in the applicable prospectus supplement) of the liquidation amount of capital securities of a denomination larger than $1,000 (or another denomination as specified in the applicable prospectus supplement). The property trustee will promptly notify the securities registrar in writing of the capital securities selected for redemption and, in the case of any capital securities selected for partial redemption, the liquidation amount to be redeemed. For all purposes of each trust agreement, unless the context otherwise requires, all provisions relating to the redemption of capital securities will relate, in the case of any capital securities redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of capital securities which has been or is to be redeemed.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of trust securities to be redeemed at its registered address. Unless we default in payment of the redemption price on the corresponding junior subordinated debentures, on and after the redemption date interest will cease to accrue on the junior subordinated debentures or portions thereof (and distributions will cease to accrue on the related capital securities or portions thereof) called for redemption.

Subordination of Trust Common Securities

Payment of distributions on, and the redemption price of, each Issuer Trust’s capital securities and trust common securities, as applicable, will be made pro rata based on the liquidation amount of the capital securities and trust common securities; provided, however, that if on any distribution date, redemption date or liquidation date a debenture event of default has occurred and is continuing as a result of any failure by us to pay any amounts in respect of the junior subordinated debentures when due, no payment of any distribution on, or redemption price of, or liquidation distribution in respect of, any of the Issuer Trust’s trust common securities, and no other payment on account of the redemption, liquidation or other acquisition of the trust common securities, will be made unless payment in full in cash of all accumulated and unpaid distributions on all of the Issuer Trust’s outstanding capital securities for all distribution periods terminating on or prior to that date, or in the case of payment of the redemption price the full amount of the redemption price on all of the Issuer Trust’s outstanding capital securities then called for redemption, or in the case of payment of the liquidation distribution the full amount of the liquidation distribution on all outstanding capital securities, has been made or provided for, and all funds available to the property trustee must first be applied to the payment in full in cash of all distributions on, or redemption price of, or liquidation distribution in respect of, the Issuer Trust’s capital securities then due and payable. The existence of an event of default does not entitle the holders of capital securities to accelerate the maturity thereof.

In the case of any event of default under the applicable trust agreement resulting from a debenture event of default, we as holder of the Issuer Trust’s trust common securities will have no right to act with respect to the event of default until the effect of all events of default with respect to such capital securities have been cured, waived or otherwise eliminated. Until any events of default under the applicable trust agreement with respect to the capital securities have been cured, waived or otherwise eliminated, the property trustee will act solely on behalf of the holders of the capital securities and not on behalf of us as holder of the Issuer Trust’s trust common securities, and only the holders of the capital securities will have the right to direct the property trustee to act on their behalf.

Liquidation Distribution Upon Dissolution

Pursuant to each trust agreement, each Issuer Trust will terminate on the first to occur of:


	•	the expiration of its term;

	•	certain events of bankruptcy, dissolution or liquidation of the holder of the trust common securities;

	•	the distribution of a like amount of the corresponding junior subordinated debentures to the holders of its trust securities, if we, as depositor, have given written direction to the property trustee to terminate the Issuer Trust (subject to M&T having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies). Such written direction by us is optional and solely within our discretion;

	•	redemption of all of such Issuer Trust’s capital securities as described under “— Redemption or Exchange”; and

	•	the entry of an order for the dissolution of such Issuer Trust by a court of competent jurisdiction.

If an early dissolution occurs as described in the second, third and fifth bullet points above, the relevant Issuer Trust will be liquidated by the property trustee as expeditiously as the property trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to the holders of the trust securities a like amount of the corresponding junior subordinated debentures in exchange for their trust securities, unless the distribution is determined not to be practical, in which event the holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to holders, after satisfaction of liabilities to creditors of such Issuer Trust as provided by applicable law, an amount equal to, in the case of holders of capital securities, the aggregate of the liquidation amount plus accrued and unpaid distributions to the date of payment (an amount referred to as the “liquidation distribution”). If the liquidation distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate liquidation distribution, then the amounts payable directly by the Issuer Trust on its capital securities will be paid on a pro rata basis. The holder of the Issuer Trust’s trust common securities will be entitled to receive distributions upon any liquidation pro rata with the holders of its capital securities, except that if a debenture event of default has occurred and is continuing as a result of any failure by us to pay any amounts in respect of the junior subordinated debentures when due, the capital securities will have a priority over the trust common securities.

Events of Default; Notice

The following events will be “events of default” with respect to capital securities issued under each trust agreement:


	•	any debenture event of default (see “Junior Subordinated Debentures — Events of Default”);

	•	default for 30 days by the Issuer Trust in the payment of any distribution;

	•	default by the Issuer Trust in the payment of any redemption price of any trust security;

	•	failure by the Issuer Trust trustees for 60 days in performing, in any material respect, any other covenant or warranty in the trust agreement after the holders of at least 25% in aggregate liquidation


		amount of the outstanding capital securities of the applicable Issuer Trust give written notice to us and the Issuer Trust trustees; or

	•	bankruptcy, insolvency or reorganization of the property trustee and the failure by us to appoint a successor property trustee within 90 days.

Within five business days after the occurrence of any event of default actually known to a responsible officer of the property trustee, the property trustee will transmit notice of the event of default to the holders of the Issuer Trust’s capital securities and the administrators, unless the event of default has been cured or waived.

We, as depositor, and the administrators are required to file annually with the property trustee a certificate as to whether or not they are in compliance with all the conditions and covenants applicable to them under each trust agreement.

If a debenture event of default has occurred and is continuing, the capital securities will have a preference over the trust common securities as described above. See “— Liquidation Distribution Upon Dissolution.” The existence of an event of default does not entitle the holders of capital securities to accelerate the maturity of the capital securities.

Removal of Issuer Trust Trustees

Unless a debenture event of default has occurred and is continuing, any Issuer Trust trustee may be removed at any time by the holder of the trust common securities. If a debenture event of default has occurred and is continuing, the property trustee and the Delaware trustee may be removed by the holders of a majority in liquidation amount of the outstanding capital securities. In no event will the holders of the capital securities have the right to vote to appoint, remove or replace the administrators. Such voting rights are vested exclusively in us as the holder of the trust common securities. No resignation or removal of an Issuer Trust trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the applicable trust agreement.

Co-Trustees and Separate Property Trustee

Unless an event of default has occurred and is continuing, at any time or from time to time, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the trust property may at the time be located, the property trustee will have power to appoint one or more persons either to act as a co-trustee, jointly with the property trustee, of all or any part of the trust property, or to act as separate trustee of any trust property, in either case with the powers specified in the instrument of appointment, and to vest in the person or persons in this capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of the applicable trust agreement.

Merger or Consolidation of Issuer Trust Trustees

Any person into which the property trustee, the Delaware trustee or any administrator that is not a natural person may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which the trustee will be a party, or any person succeeding to all or substantially all the corporate trust business of the trustee, will automatically become the successor of the trustee under each trust agreement, provided the person is otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trusts

An Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other person, except as described below. An Issuer Trust may, at our request, with the consent of the holders of at least a majority in liquidation amount of the capital securities but without the consent of the Delaware trustee or the property

trustee, merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized under the laws of any state, provided that:


	•	the successor entity either:


	•	expressly assumes all of the obligations of the Issuer Trust with respect to the capital securities; or

	•	substitutes for the capital securities other securities having substantially the same terms as the capital securities (referred to as the “successor capital securities”) so long as the successor capital securities rank the same as the capital securities in priority with respect to distributions and payments upon liquidation, redemption and otherwise;


	•	we expressly appoint a trustee of the successor entity possessing the same powers and duties as the property trustee as the holder of the corresponding junior subordinated debentures;

	•	the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the capital securities to be downgraded by any nationally recognized statistical rating organization which assigns ratings to the capital securities;

	•	the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the capital securities (including any successor capital securities) in any material respect;

	•	the successor entity has a purpose identical to that of the Issuer Trust;

	•	prior to the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, we have received an opinion of counsel from independent counsel to the Issuer Trust experienced in such matters to the effect that:

	•	the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the capital securities (including any successor capital securities) in any material respect; and

	•	following the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor the successor entity will be required to register as an investment company under the Investment Company Act of 1940, as amended; and

	•	we or any permitted successor or assignee owns all of the trust common securities of the successor entity and guarantees the obligations of the successor entity under the successor capital securities at least to the extent provided by the related guarantee.

Notwithstanding the foregoing, an Issuer Trust will not, except with the consent of holders of 100% in liquidation amount of the related capital securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be classified as an association taxable as a corporation or as other than a grantor trust for U.S. federal income tax purposes.

There are no provisions that afford holders of any capital securities protection in the event of a sudden and dramatic decline in our credit quality resulting from any highly leveraged transaction, takeover, merger, recapitalization or similar restructuring or change in control of M&T, nor are there any provisions that require the repurchase of any capital securities upon a change in control of M&T.

Voting Rights; Amendment of Each Trust Agreement

Except as provided below and under “Guarantees — Amendments and Assignment” and as otherwise required by law and the applicable trust agreement, the holders of the capital securities will have no voting rights or the right to in any manner otherwise control the administration, operation or management of the relevant Issuer Trust.

Each trust agreement may be amended from time to time by us and the property trustee, without the consent of the holders of the capital securities:


	•	to cure any ambiguity, correct or supplement any provisions in the trust agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the trust agreement, which will not be inconsistent with the other provisions of the trust agreement; or

	•	to modify, eliminate or add to any provisions of the trust agreement as necessary to ensure that the relevant Issuer Trust:


	•	will be classified for U.S. federal income tax purposes as a grantor trust or as other than an association taxable as a corporation at all times that any trust securities are outstanding; or

	•	will not be required to register as an “investment company” under the Investment Company Act, provided that:


	•	no such amendment will adversely affect in any material respect the rights of the holders of the capital securities; and

	•	any such amendment will become effective when notice of the amendment is given to the holders of trust securities.

Each trust agreement may be amended by the property trustee and us with:


	•	the consent of holders representing at least a majority (based upon liquidation amounts) of the outstanding trust securities; and

	•	receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust’s status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act,

provided that, without the consent of each holder of trust securities, the trust agreement may not be amended to:


	•	change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date; or

	•	restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after such date.

So long as any corresponding junior subordinated debentures are held by the property trustee on behalf of the Issuer Trust, the property trustee will not:


	•	direct the time, method and place of conducting any proceeding for any remedy available to the property trustee, or executing any trust or power conferred on the debenture trustee with respect to the corresponding junior subordinated debentures;

	•	waive any past default that is waivable under the junior indenture;

	•	exercise any right to rescind or annul a declaration that the principal of all the junior subordinated debentures will be due and payable; or

	•	consent to any amendment, modification or termination of the junior indenture or the corresponding junior subordinated debentures, where this consent is required, without, in each case, obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding capital securities;

provided, however, that where a consent under the junior indenture would require the consent of each holder of corresponding junior subordinated debentures affected, no such consent will be given by the property trustee without the prior consent of each holder of the related capital securities. The property trustee will not revoke any action previously authorized or approved by a vote of the holders of the capital securities except by subsequent vote of the holders of those capital securities. The property trustee will notify each holder of capital securities of any notice of default with respect to the corresponding junior subordinated debentures. In addition to obtaining the foregoing approvals of the holders of the capital securities, prior to taking any of the foregoing actions, the property trustee will obtain an opinion of counsel to the effect that:


	•	the Issuer Trust will not be classified as an association taxable as a corporation for U.S. federal income tax purposes on account of the action; and

	•	the action will not cause the Issuer Trust to be classified as other than a grantor trust for U.S. federal income tax purposes.

Any required approval of holders of capital securities may be given at a meeting of holders of capital securities convened for that purpose or pursuant to written consent. The administrators or, at the written request of the administrators, the property trustee will cause a notice of any meeting at which holders of capital securities are entitled to vote, or of any matter upon which action by written consent of those holders is to be taken, to be given to each holder of record of capital securities in the manner set forth in each trust agreement.

No vote or consent of the holders of capital securities will be required for an Issuer Trust to redeem and cancel its capital securities in accordance with the applicable trust agreement.

Notwithstanding that holders of capital securities are entitled to vote or consent under any of the circumstances described above, any of the capital securities that are owned by us, the Issuer Trust trustees or any affiliate of us or any Issuer Trust trustees, will, for purposes of that vote or consent, be treated as if they were not outstanding.

Global Capital Securities

Unless otherwise set forth in a prospectus supplement, any capital securities will be represented by fully registered global certificates issued as global capital securities that will be deposited with, or on behalf of, a depositary with respect to that series instead of paper certificates issued to each individual holder. The depositary arrangements that will apply, including the manner in which principal of and premium, if any, and interest on capital securities and other payments will be payable, are discussed in more detail under the heading “Issuance of Global Securities.”

Payment and Paying Agency

Payments in respect of capital securities will be made to DTC as described under “Issuance of Global Securities.” If any capital securities are not represented by global certificates, payments will be made by check mailed to the address of the holder entitled to them as it appears on the register. Unless otherwise specified in the applicable prospectus supplement, the paying agent will initially be the property trustee and any co-paying agent chosen by the property trustee and reasonably acceptable to the administrators and us. The paying agent will be permitted to resign as paying agent upon 30 days’ written notice to the administrators and the property trustee. In the event that the property trustee is no longer the paying agent, the property trustee will appoint a successor (which will be a bank or trust company acceptable to the administrators) to act as paying agent.

Registrar and Transfer Agent

Unless otherwise specified in the applicable prospectus supplement, the property trustee will act as registrar and transfer agent for the capital securities.

Registration of transfers of capital securities will be effected without charge by or on behalf of each Issuer Trust, but upon payment of any tax or other governmental charges that may be imposed in connection with

any transfer or exchange. The Issuer Trusts will not be required to register or cause to be registered the transfer of their capital securities after the capital securities have been called for redemption.

Information Concerning the Property Trustee

The property trustee, other than during the occurrence and continuance of an event of default, undertakes to perform only those duties specifically set forth in each trust agreement and, after an event of default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the property trustee is under no obligation to exercise any of the powers vested in it by the applicable trust agreement at the request of any holder of capital securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred as a result. If no event of default has occurred and is continuing and the property trustee is required to decide between alternative causes of action, construe ambiguous provisions in the applicable trust agreement or is unsure of the application of any provision of the applicable trust agreement, and the matter is not one on which holders of capital securities are entitled under the trust agreement to vote, then the property trustee will take such action as is directed by us and if not so directed, will take such action as it deems advisable and in the best interests of the holders of the trust securities and will have no liability except for its own bad faith, negligence or willful misconduct.

Miscellaneous

The administrators and the property trustee are authorized and directed to conduct the affairs of and to operate the Issuer Trusts in such a way that no Issuer Trust will be (1) deemed to be an “investment company” required to be registered under the Investment Company Act or (2) classified as an association taxable as a corporation or as other than a grantor trust for U.S. federal income tax purposes and so that the corresponding junior subordinated debentures will be treated as indebtedness of M&T for U.S. federal income tax purposes. In addition, we, the administrators and the property trustee are authorized to take any action not inconsistent with applicable law, the certificate of trust of each Issuer Trust or each trust agreement, that we and the administrators determine in their discretion to be necessary or desirable for such purposes as long as such action does not materially adversely affect the interests of the holders of the related capital securities.

Holders of the capital securities have no preemptive or similar rights.

No Issuer Trust may borrow money or issue debt or mortgage or pledge any of its assets.

JUNIOR SUBORDINATED DEBENTURES

The following description summarizes the material provisions of the junior indenture and the junior subordinated debentures to be issued under the junior indenture. This description is not complete and is qualified in its entirety by reference to the junior indenture and the Trust Indenture Act. The specific terms of any series of junior subordinated debentures will be described in the applicable prospectus supplement, and may differ from the general description of the terms presented below. The junior indenture will be qualified under the Trust Indenture Act and has been filed as an exhibit to our SEC registration statement. Whenever particular defined terms of the junior indenture (as supplemented or amended from time to time) are referred to in this prospectus or a prospectus supplement, those defined terms are incorporated in this prospectus or such prospectus supplement by reference.

General

The junior subordinated debentures are to be issued in one or more series under a Junior Subordinated Indenture, to be entered into between M&T and a trustee. This indenture is referred to as the “junior indenture” and the related trustee is referred to as the “junior trustee.” Each series of junior subordinated debentures will rank equally with all other series of junior subordinated debentures and will be unsecured and subordinate and junior in right of payment to the extent and in the manner set forth in the junior indenture to all of our senior debt, including the senior debt securities and the subordinated debt securities. See

“— Subordination of Junior Subordinated Debentures.” Because we are a holding company and a legal entity separate and distinct from our subsidiaries, our rights to participate in any distribution of assets of a subsidiary upon its liquidation, reorganization or otherwise, and the holders of junior subordinated debentures’ ability to benefit indirectly from that distribution, would be subject to prior creditor’s claims, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Accordingly, the junior subordinated debentures will be effectively subordinated to all existing and future liabilities of our subsidiaries, and holders of junior subordinated debentures should look only to the assets of M&T for payments on the junior subordinated debentures. Except as otherwise provided in the applicable prospectus supplement, the junior indenture does not limit the incurrence or issuance of other secured or unsecured debt of M&T, including senior debt, whether under the junior indenture, any other existing indenture or any other indenture that we may enter into in the future or otherwise. See “— Subordination of Junior Subordinated Debentures” and the prospectus supplement relating to any offering of capital securities or junior subordinated debentures.

The junior subordinated debentures will be issuable in one or more series pursuant to an indenture supplemental to the junior indenture or a resolution of our board of directors or a committee thereof.

The particular terms of any junior subordinated debentures will be contained in a prospectus supplement. The prospectus supplement will describe the following terms of the junior subordinated debentures:


	•	the title of the junior subordinated debentures;

	•	any limit upon the aggregate principal amount of the junior subordinated debentures;

	•	the date or dates on which the principal of the junior subordinated debentures must be paid;

	•	the interest rate or rates, if any, applicable to the junior subordinated debentures;

	•	the dates on which any such interest will be payable;

	•	our right, if any, to defer or extend an interest payment date;

	•	the record dates for any interest payable on any interest payment date or the method by which any of the foregoing will be determined;

	•	the place or places where the principal of and premium, if any, and interest on the junior subordinated debentures will be payable and where, subject to the terms of the junior indenture as described below under “— Denominations, Registration and Transfer,” the junior subordinated debentures may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon us in respect of the junior subordinated debentures and the junior indenture may be made;

	•	any period or periods within which or date or dates on which, the price or prices at which and the terms and conditions upon which junior subordinated debentures may be redeemed, in whole or in part, at the holder’s option or at our option;

	•	the obligation or the right, if any, of M&T or a holder to redeem, purchase or repay the junior subordinated debentures and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which the junior subordinated debentures will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation;

	•	the denominations in which any junior subordinated debentures will be issued;

	•	if other than in U.S. dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest and additional interest, if any, on the junior subordinated debentures will be payable, or in which the junior subordinated debentures will be denominated;

	•	any additions, modifications or deletions in the events of default under the junior indenture or covenants of M&T specified in the junior indenture with respect to the junior subordinated debentures;


	•	if other than the principal amount, the portion of the junior subordinated debentures’ principal amount that will be payable upon declaration of acceleration of the maturity thereof;

	•	whether the junior subordinated debentures of the series, in whole or in any specified part, shall be defeasible and, if other than by a board resolution, the manner in which any election by us to defease such junior subordinated debentures shall be evidenced;

	•	any additions or changes to the junior indenture with respect to a series of junior subordinated debentures that are necessary to permit or facilitate the issuance of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

	•	any index or indices used to determine the amount of payments of principal of and premium, if any, on the junior subordinated debentures and the manner in which such amounts will be determined;

	•	the terms and conditions relating to the issuance of a temporary global security representing all of the junior subordinated debentures of such series and the exchange of such temporary global security for definitive junior subordinated debentures of such series;

	•	whether the junior subordinated debentures of the series will be issued in whole or in part in the form of one or more global securities and, in such case, the depositary for such global securities;

	•	the appointment of any paying agent or agents;

	•	the terms and conditions of any obligation or right of us or a holder to convert or exchange the junior subordinated debentures into capital securities;

	•	the form of trust agreement and guarantee agreement, if applicable;

	•	the relative degree, if any, to which such junior subordinated debentures of the series will be senior to or be subordinated to other series of such junior subordinated debentures or other indebtedness of M&T in right of payment, whether such other series of junior subordinated debentures or other indebtedness are outstanding or not; and

	•	any other terms of the junior subordinated debentures not inconsistent with the provisions of the junior indenture.

Unless otherwise described in the applicable prospectus supplement, principal, premium, if any, and interest, if any, on the junior subordinated debentures will be payable, and the junior subordinated debentures will be transferable, at the office of the junior trustee, except that interest may be paid at our option by check mailed to the address of the holder entitled to it as it appears on the security register.

Junior subordinated debentures may be sold at a substantial discount below their stated principal amount bearing no interest or interest at a rate which at the time of issuance is below market rates. Federal income tax consequences and other special considerations applicable to any such junior subordinated debentures will be summarized in the applicable prospectus supplement.

If the purchase price of any of the junior subordinated debentures is payable in whole or in part in any currency other than U.S. dollars or if any junior subordinated debentures are denominated in whole or in part in any currency other than U.S. dollars, if the principal of, premium, if any, or interest on the junior subordinated debentures are to be payable in one or more foreign currencies or currency units, or if any index is used to determine the amount of payments of principal of, premium, if any, or interest on any series of the junior subordinated debentures, the restrictions, elections, certain U.S. federal income tax consequences, specific terms and other information with respect to that series of junior subordinated debentures and the foreign currencies or currency units will be described in the applicable prospectus supplement.

The junior indenture does not contain any provisions that would provide protection to holders of the junior subordinated debentures against any highly leveraged or other transaction involving us that may adversely affect holders of the junior subordinated debentures.

The junior indenture allows us to merge or consolidate with another company, or to sell all or substantially all of our assets to another company. If these events occur, the other company will be required to assume our responsibilities relating to the junior subordinated debentures, and we will be released from all liabilities and obligations. See “— Consolidation, Merger, Sale of Assets and Other Transactions” below for a more detailed discussion. The junior indenture provides that we and the junior trustee may change certain of our obligations or certain of your rights concerning the junior subordinated debentures of that series. However, to change the amount or timing of principal, interest or other payments under the junior subordinated debentures, every holder in the series must consent. See “— Modification of the Junior Indenture” below for a more detailed discussion.

Denominations, Registration and Transfer

Unless otherwise described in the applicable prospectus supplement, the junior subordinated debentures will be issued only in registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000. See “Issuance of Global Securities.” Subject to restrictions relating to junior subordinated debentures represented by global securities, junior subordinated debentures of any series will be exchangeable for other junior subordinated debentures of the same issue and series, of any authorized denominations, of a like aggregate principal amount, of the same original issue date and stated maturity and bearing the same interest rate.

Subject to restrictions relating to junior subordinated debentures represented by global securities, junior subordinated debentures may be presented for exchange as provided above, and may be presented for registration of transfer (with the form of transfer endorsed thereon, or a satisfactory written instrument of transfer, duly executed) at the office of the appropriate securities registrar or at the office of any transfer agent designated by us for such purpose with respect to any series of junior subordinated debentures and referred to in the applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the junior indenture. We will appoint the junior trustee as securities registrar under the junior indenture. If the applicable prospectus supplement refers to any transfer agents (in addition to the securities registrar) initially designated by us for any series of junior subordinated debentures, we may at any time rescind the designation of any of these transfer agents or approve a change in the location through which any of these transfer agents acts, provided that we maintain a transfer agent in each place of payment for that series. We may at any time designate additional transfer agents for any series of junior subordinated debentures.

In the event of any redemption, neither we nor the junior trustee will be required to:


	•	issue, register the transfer of or exchange junior subordinated debentures of any series during the period beginning at the opening of business 15 days before the day of selection for redemption of junior subordinated debentures of that series and ending at the close of business on the day of mailing of the relevant notice of redemption; or

	•	transfer or exchange any junior subordinated debentures so selected for redemption, except, in the case of any junior subordinated debentures being redeemed in part, any portion thereof not being redeemed.

Option to Defer Interest Payments

If provided in the applicable prospectus supplement, so long as no debenture event of default (as defined below) has occurred and is continuing, we will have the right at any time and from time to time during the term of any series of junior subordinated debentures to defer payment of interest for up to the number of consecutive interest payment periods that is specified in the applicable prospectus supplement, referred to as an “extension period,” subject to the terms, conditions and covenants, if any, specified in the prospectus supplement, provided that the extension period may not extend beyond the stated maturity of the applicable series of junior subordinated debentures. U.S. federal income tax consequences and other special considerations applicable to any such junior subordinated debentures will be described in the applicable prospectus supplement.

As a consequence of any such deferral, distributions on the capital securities would be deferred (but would continue to accumulate additional distributions at the rate per annum described in the prospectus supplement for the capital securities) by the Issuer Trust of the capital securities during the extension period. During any applicable extension period, we may not:


	•	declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock; or

	•	make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of our debt securities that rank on a parity in all respects with or junior in interest to the corresponding junior subordinated debentures other than:


	•	repurchases, redemptions or other acquisitions of shares of our capital stock 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 our capital stock (or securities convertible into or exercisable for our capital stock) as consideration in an acquisition transaction entered into prior to the applicable extension period;

	•	as a result of an exchange or conversion of any class or series of our capital stock (or any capital stock of a subsidiary of M&T) for any class or series of our capital stock or of any class or series of our indebtedness for any class or series of our capital stock;

	•	the purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

	•	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 to any stockholders’ rights plan; or

	•	any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks on a parity with or junior to such stock.

Prior to the termination of any applicable extension period, we may further defer the payment of interest.

The above prohibitions will also apply if:


	•	we have actual knowledge of an event that with the giving of notice or the lapse of time, or both, would constitute an event of default under the junior indenture with respect to the junior subordinated debentures and we have not taken reasonable steps to cure the event, and

	•	if the junior subordinated debentures are held by an Issuer Trust, we are in default with respect to its payment of any obligations under the guarantee related to the related capital securities.

Redemption

Unless otherwise indicated in the applicable prospectus supplement, junior subordinated debentures will not be subject to any sinking fund.

Unless otherwise indicated in the applicable prospectus supplement, we may, at our option and subject to receipt of prior approval by the Federal Reserve Board if such approval is then required under applicable capital guidelines or policies, redeem the junior subordinated debentures of any series in whole at any time or in part from time to time. If the junior subordinated debentures of any series are so redeemable only on or after a specified date or upon the satisfaction of additional conditions, the applicable prospectus supplement will specify this date or describe these conditions. Unless otherwise indicated in the form of security for such series, junior subordinated debenture in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000. Except as otherwise specified in the applicable prospectus supplement, the

redemption price for any junior subordinated debenture will equal any accrued and unpaid interest (including any additional interest) to the redemption date, plus 100% of the principal amount.

Except as otherwise specified in the applicable prospectus supplement, if a tax event (as defined below), a capital treatment event (as defined below) or an investment company event (as defined below) has occurred and is continuing, we may, at our option and subject to receipt of prior approval by the Federal Reserve Board if such approval is then required under applicable capital guidelines or policies, redeem that series of junior subordinated debentures in whole (but not in part) at any time within 90 days following the occurrence of the tax event, capital treatment event or investment company event, at a redemption price equal to 100% of the principal amount of the junior subordinated debentures then outstanding plus accrued and unpaid interest to the date fixed for redemption, except as otherwise specified in the applicable prospectus supplement.

A “capital treatment event” means, in respect of the Issuer Trust, the reasonable determination by us that as a result of:


	•	any amendment to or change, including any announced prospective change, in the laws, or any rules or regulations under the laws, of the United States or of any political subdivision of or in the United States, if the amendment or change is effective on or after the date the capital securities of such Issuer Trust are issued; or

	•	any official or administrative pronouncement or action or any judicial decision interpreting or applying such laws or regulations, if the pronouncement, action or decision is announced on or after the date the capital securities of such Issuer Trust are issued;

there is more than an insubstantial risk that we will not be entitled to treat the liquidation amount of the capital securities as “Tier 1 Capital” for purposes of the applicable Federal Reserve risk-based capital adequacy guidelines as then in effect.

A “tax event” means the receipt by the Issuer Trust of an opinion of counsel, experienced in such matters, to the following effect that, as a result of any tax change, there is more than an insubstantial risk that any of the following will occur:


	•	the Issuer Trust is, or will be within 90 days of the delivery of the opinion of counsel, subject to U.S. federal income tax on income received or accrued on the corresponding junior subordinated debentures;

	•	interest payable by us on the corresponding junior subordinated debentures is not, or within 90 days of the delivery of the opinion of counsel will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes; or

	•	the Issuer Trust is, or will be within 90 days of the delivery of the opinion of counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

As used above, the term “tax change” means any of the following:


	•	any amendment to or change, including any announced prospective change, in the laws or any regulations under the laws of the United States or of any political subdivision or taxing authority of or in the United States, if the amendment or change is enacted, promulgated or announced on or after the date the capital securities are issue; or

	•	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 any procedures or regulations, or any judicial decision interpreting or applying such laws or regulations, whether or not the pronouncement or decision is issued to or in connection with a proceeding involving us or the trust or is subject to review or appeal, if the pronouncement or decision is enacted, promulgated or announced on or after the date of the issuance of the capital securities.

An “investment company event” means the receipt by the Issuer 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 a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, including any announced prospective change, there is more than an insubstantial risk that such Issuer Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act 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 capital securities of such Issuer Trust.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of junior subordinated debentures to be redeemed at its registered address. Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the junior subordinated debentures or portions thereof called for redemption.

Modification of the Junior Indenture

From time to time we and the junior trustee may, without the consent of the holders of any series of junior subordinated debentures, amend, waive or supplement the provisions of the junior indenture for specified purposes, including, among other things, curing ambiguities, defects or inconsistencies (provided that any such action does not materially adversely affect the interests of the holders of any series of junior subordinated debentures or, in the case of corresponding junior subordinated debentures, the holders of the related capital securities so long as they remain outstanding) and qualifying, or maintaining the qualification of, the junior indenture under the Trust Indenture Act. The junior indenture contains provisions permitting us and the junior trustee, with the consent of the holders of not less than a majority in principal amount of each outstanding series of junior subordinated debentures affected, to modify the junior indenture in a manner adversely affecting the rights of the holders of such series of the junior subordinated debentures in any material respect; provided, that no such modification may, without the consent of the holder of each outstanding junior subordinated debenture so affected:


	•	change the stated maturity of the principal of, or any installment of interest (including any additional interest) on, any outstanding junior subordinated debenture;

	•	reduce any principal amount, premium or interest, on any outstanding junior subordinated debenture, including in the case of an original issue discount security the amount payable upon acceleration of the maturity of that security;

	•	change the place of payment where, or the coin or currency or currency unit in which, any principal, premium or interest, on any junior subordinated debenture is payable;

	•	impair the right to institute suit for the enforcement of any payment on or after the stated maturity or, in the case of redemption, on or after the redemption date;

	•	reduce the above-stated percentage of outstanding junior subordinated debentures necessary to modify or amend the applicable indenture; or

	•	modify the above requirements or reduce the percentage of aggregate principal amount of outstanding junior subordinated debentures of any series required to be held by holders seeking to waive compliance with certain provisions of the relevant indenture or seeking to waive certain defaults, and provided that, in the case of corresponding junior subordinated debentures, so long as any of the related capital securities remain outstanding.

In addition, no modification may be made that adversely affects the holders of such capital securities in any material respect, and no termination of the junior indenture may occur, and no waiver of any event of default or compliance with any covenant under the junior indenture may be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of all outstanding related capital securities affected unless and until the principal of, and premium, if any, on the corresponding junior subordinated debentures and all accrued and unpaid interest have been paid in full and certain other

conditions have been satisfied. Where a consent under the junior indenture would require the consent of each holder of corresponding junior subordinated debentures, no such consent will be given by the property trustee without the prior consent of each holder of related capital securities.

We may, with the junior trustee’s consent, execute, without the consent of any holder of junior subordinated debentures, any supplemental indenture for the purpose of creating any new series of junior subordinated debentures.

Events of Default

The following events will be “debenture events of default” with respect to each series of junior subordinated debentures:


	•	default for 30 days in interest payment of any security of that series, including any additional interest (subject to the deferral of any due date in the case of an extension period);

	•	default in any principal or premium payment on any security of that series at its stated maturity;

	•	failure by us for 90 days in performing any other covenant or warranty in the junior indenture after:


	•	we are given written notice by the junior trustee; or

	•	the holders of at least 25% in aggregate principal amount of the outstanding securities of that series give written notice to us and the junior trustee;


	•	our bankruptcy, insolvency or reorganization; or

	•	any other event of default provided for that series.

The holders of a majority in aggregate outstanding principal amount of junior subordinated debentures of each series affected have the right to direct the time, method and place of conducting any proceeding for any remedy available to the junior trustee. The junior trustee or the holders of at least 25% in aggregate outstanding principal amount of junior subordinated debentures of each series affected may declare the principal (or, if the junior subordinated debentures of such series are discount securities, the portion of the principal amount specified in a prospectus supplement) due and payable immediately upon a debenture event of default. In the case of corresponding junior subordinated debentures, should the junior trustee or the holders of such corresponding junior subordinated debentures fail to make this declaration, the holders of at least 25% in aggregate liquidation amount of the related capital securities will have the right to make this declaration. The holders of a majority in aggregate outstanding principal amount of junior subordinated debentures of each series affected may annul the declaration and waive the default, provided all defaults have been cured and all payment obligations have been made current. In the case of corresponding junior subordinated debentures, should the holders of such corresponding junior subordinated debentures fail to annul the declaration and waive the default, the holders of a majority in aggregate liquidation amount of the related capital securities will have the right to do so. In the event of our bankruptcy, insolvency or reorganization, junior subordinated debentures holders’ claims would fall under the broad equity power of a federal bankruptcy court, and to that court’s determination of the nature of those holders’ rights.

The holders of a majority in aggregate outstanding principal amount of each series of junior subordinated debentures affected may, on behalf of the holders of all the junior subordinated debentures of that series, waive any default, except a default in the payment of principal or premium, if any, or interest (including any additional interest) (unless the default has been cured and a sum sufficient to pay all matured installments of interest (including any additional interest) and principal due otherwise than by acceleration has been deposited with the junior trustee) or a default in respect of a covenant or provision which under the junior indenture cannot be modified or amended without the consent of the holder of each outstanding junior subordinated debenture of that series. In the case of corresponding junior subordinated debentures, should the holders of such corresponding junior subordinated debentures fail to waive the default, the holders of a majority in aggregate liquidation amount of the related capital securities will have the right to do so. We are

required to file annually with the junior trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under the junior indenture.

In case a debenture event of default has occurred and is continuing as to a series of corresponding junior subordinated debentures, the property trustee will have the right to declare the principal of and the interest on the corresponding junior subordinated debentures, and any other amounts payable under the junior indenture, to be immediately due and payable and to enforce its other rights as a creditor with respect to the corresponding junior subordinated debentures.

Enforcement of Certain Rights by Holders of Capital Securities

If a debenture event of default with respect to a series of corresponding junior subordinated debentures has occurred and is continuing and the event is attributable to our failure to pay interest or principal on the corresponding junior subordinated debentures on the date the interest or principal is due and payable, a holder of the related capital securities may institute a legal proceeding directly against us for enforcement of payment to that holder of the principal of or interest (including any additional interest) on corresponding junior subordinated debentures having a principal amount equal to the aggregate liquidation amount of the related capital securities of that holder (a “direct action”). We may not amend the junior indenture to remove this right to bring a direct action without the prior written consent of the holders of all of the related capital securities outstanding. If the right to bring a direct action is removed, the applicable Issuer Trust may become subject to reporting obligations under the Exchange Act. We will have the right under the junior indenture to set-off any payment made to the holder of the related capital securities by us in connection with a direct action.

The holders of related capital securities will not be able to exercise directly any remedies other than those set forth in the preceding paragraph available to the holders of the junior subordinated debentures unless there has occurred an event of default under the trust agreement. See “Capital Securities and Related Instruments — Events of Default; Notice.”

Consolidation, Merger, Sale of Assets and Other Transactions

The junior indenture provides that we may not consolidate with or merge into another person or convey, transfer or lease our properties and assets substantially as an entirety to another person, and no person may consolidate with or merge into us or convey, transfer or lease its properties and assets substantially as an entirety to us, unless:


	•	the entity formed by the consolidation or into which we merge, or to which we convey or transfer our properties and assets (1) is an entity organized and existing under the laws of the United States, any state of the United States or the District of Columbia and (2) expressly assumes by supplemental indenture the payment of any principal, premium or interest on the junior subordinated debentures, and the performance of our other covenants under the junior indenture; provided, however, that nothing herein shall be deemed to restrict or prohibit, and no supplemental indenture shall be required in the case of, the merger of a principal subsidiary bank with and into a principal subsidiary bank or us, the consolidation of principal subsidiary banks into a principal subsidiary bank or us, or the sale or other disposition of all or substantially all of the assets of any principal subsidiary bank to another principal subsidiary bank or us, if, in any such case in which the surviving, resulting or acquiring entity is not us, we would own, directly or indirectly, at least 80% of the voting securities of the principal subsidiary bank (and of any other principal subsidiary bank any voting securities of which are owned, directly or indirectly, by such principal subsidiary bank) surviving such merger, resulting from such consolidation or acquiring such assets; and

	•	immediately after giving effect to this transaction, no debenture event of default, and no event which, after notice or lapse of time or both, would become a debenture event of default, will have occurred and be continuing under the relevant indenture.

The general provisions of the junior indenture do not afford holders of the junior subordinated debentures protection in the event of a highly leveraged or other transaction involving us that may adversely affect holders of the junior subordinated debentures.

Satisfaction and Discharge

The junior indenture provides that when, among other things, all junior subordinated debentures not previously delivered to the junior trustee for cancellation:


	•	have become due and payable;

	•	will become due and payable at their stated maturity within one year; or

	•	are to be called for redemption within one year under arrangements satisfactory to the junior trustee for the giving of notice of redemption by the junior trustee;

and we deposit or cause to be deposited with the junior trustee funds, in trust, for the purpose and in an amount in the currency or currencies in which the junior subordinated debentures are payable sufficient to pay and discharge the entire indebtedness on the junior subordinated debentures not previously delivered to the junior trustee for cancellation, for the principal, premium, if any, and interest (including any additional interest) to the date of the deposit or to the stated maturity, as the case may be, then the junior indenture will cease to be of further effect (except as to our obligations to pay all other sums due under the junior indenture and to provide the officers’ certificates and opinions of counsel described therein), and we will be deemed to have satisfied and discharged the junior indenture.

Conversion or Exchange

If and to the extent indicated in the applicable prospectus supplement, a series of junior subordinated debentures may be convertible or exchangeable into junior subordinated debentures of another series or into capital securities of another series. The specific terms on which series may be converted or exchanged will be described in the applicable prospectus supplement. These terms may include provisions for conversion or exchange, whether mandatory, at the holder’s option, or at our option, in which case the number of shares of capital securities or other securities the junior subordinated debenture holder would receive would be calculated at the time and manner described in the applicable prospectus supplement.

Subordination of Junior Subordinated Debentures

The junior subordinated debentures will be subordinate in right of payment, to the extent set forth in the junior indenture, to all our senior debt (as defined below). If we default in the payment of any principal, premium, if any, or interest, if any, or any other amount payable on any senior debt when it becomes due and payable, whether at maturity or at a date fixed for redemption or by declaration of acceleration or otherwise, then, unless and until the default has been cured or waived or has ceased to exist or all senior debt has been paid, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) may be made or agreed to be made on the junior subordinated debentures, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the junior subordinated debentures.

As used in this section with respect to the junior subordinated debentures, the term “senior debt” means, whether recourse is to all or a portion of our assets and whether or not contingent, (a) every obligation of ours for money borrowed; (b) every obligation of ours evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (c) every reimbursement obligation of ours with respect to letters of credit, bankers’ acceptances or similar facilities issued for our account; (d) every obligation of ours issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (e) every capital lease obligation of ours; (f) every obligation of ours for claims (as defined in Section 101(4) of the United States Bankruptcy Code of 1978, as amended) in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements; and (g) every obligation of the type referred to in clauses (a) through (f) of another person and all dividends

of another person the payment of which, in either case, we have guaranteed or are responsible or liable, directly or indirectly, as obligor or otherwise. Without limiting the generality of the foregoing, senior debt presently includes the following:


	•	any borrowings under the Credit Facility;

	•	any outstanding commercial paper issued by M&T; and

	•	M&T’s guarantee of the 6.5% Senior Medium Term Notes due 2008 issued by Keystone Financial Mid-Atlantic Funding Corp.

Senior debt shall not include (a) any obligations which, by their terms, are expressly stated to rank on parity in right of payment with, or to not be superior in right of payment to, the junior subordinated debentures, (b) any senior debt of ours which when incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code of 1978, as amended, was without recourse to us, (c) any senior debt of ours to any of our subsidiaries, (d) senior debt to any executive officer or director of ours, (e) any debt in respect of debt securities issued to any trust, or a trustee of such trust, partnership or other entity affiliated with us that is a financing entity of ours in connection with the issuance of such financing entity of securities that are similar to the capital securities or (f) M&T’s currently outstanding $154.64 million aggregate liquidation amount of floating rate junior subordinated debentures due January 15, 2027, $154.64 million aggregate liquidation amount of floating rate junior subordinated debentures due February 1, 2027, $154.64 million aggregate liquidation amount of 8.234% junior subordinated debentures due February 1, 2027, $61.86 million aggregate liquidation amount of 9.25% junior subordinated debentures due February 1, 2027, $103.09 million aggregate liquidation amount of 8.277% junior subordinated debentures due June 1, 2027, and $105.31 million aggregate liquidation amount of floating rate junior subordinated debentures due July 15, 2029.

In the event of:


	•	any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to us, our creditors or our property;

	•	any proceeding for the liquidation, dissolution or other winding up of M&T, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

	•	any assignment by us for the benefit of creditors; or

	•	any other marshaling of our assets, then all senior debt (including any interest accruing after the commencement of any of the proceedings described above) must first be paid in full before any payment or distribution, whether in cash, securities or other property, may be made on account of the junior subordinated debentures. Any payment or distribution on account of the junior subordinated debentures, whether in cash, securities or other property, that would otherwise (but for the subordination provisions) be payable or deliverable in respect of the junior subordinated debentures will be paid or delivered directly to the holders of senior debt in accordance with the priorities then existing among those holders until all senior debt (including any interest accruing after the commencement of any such proceedings) has been paid in full.

In the event of any of the proceedings described above, after payment in full of all senior debt, the holders of junior subordinated debentures, together with the holders of any of our obligations ranking on a parity with the junior subordinated debentures, will be entitled to be paid from our remaining assets the amounts at the time due and owing on the junior subordinated debentures and the other obligations before any payment or other distribution, whether in cash, property or otherwise, will be made on account of any of our capital stock or obligations ranking junior to the junior subordinated debentures. If any payment or distribution on account of the junior subordinated debentures of any character or any security, whether in cash, securities or other property, is received by any holder of any junior subordinated debentures in contravention of any of the terms described above and before all the senior debt has been paid in full, that payment or distribution or security will be received in trust for the benefit of, and must be paid over or delivered and transferred to, the holders of the senior debt at the time outstanding in accordance with the priorities then existing among those holders for

application to the payment of all senior debt remaining unpaid to the extent necessary to pay all senior debt in full. Because of this subordination, in the event of our insolvency, holders of senior debt may receive more, ratably, and holders of the junior subordinated debentures may receive less, ratably, than our other creditors. Such subordination will not prevent the occurrence of any event of default under the junior indenture.

The junior indenture places no limitation on the amount of additional senior debt that may be incurred by us. We expect from time to time to incur additional indebtedness constituting senior debt.

Trust Expenses

Pursuant to the junior indenture, we, as borrower, will agree to pay all debts and other obligations (other than with respect to the capital securities) and all costs and expenses of each Issuer Trust (including costs and expenses relating to the organization of each Issuer Trust, the fees and expenses of the Issuer Trustees and the cost and expenses relating to the operation of each Issuer Trust) and to pay any and all taxes and all costs and expenses with respect thereto (other than United States withholding taxes) to which each Issuer Trust might become subject.

Governing Law

The junior indenture and the junior subordinated debentures will be governed by and construed in accordance with the laws of the State of New York.

Information Concerning the Junior Trustee

The junior trustee will have, and be subject to, all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to these provisions, the junior trustee is under no obligation to exercise any of the powers vested in it by the junior indenture at the request of any holder of junior subordinated debentures, unless offered reasonable indemnity by that holder against the costs, expenses and liabilities which might be incurred thereby. The junior trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the junior trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

Corresponding Junior Subordinated Debentures

The corresponding junior subordinated debentures may be issued in one or more series of junior subordinated debentures under the junior indenture with terms corresponding to the terms of a series of related capital securities. In that event, concurrently with the issuance of each Issuer Trust’s capital securities, the Issuer Trust will invest the proceeds thereof and the consideration paid by us for the trust common securities of the Issuer Trust in such series of corresponding junior subordinated debentures issued by us to the Issuer Trust. Each series of corresponding junior subordinated debentures will be in the principal amount equal to the aggregate stated liquidation amount of the related capital securities and the trust common securities of the Issuer Trust and will rank on a parity with all other series of junior subordinated debentures. Holders of the related capital securities for a series of corresponding junior subordinated debentures will have the rights in connection with modifications to the junior indenture or upon occurrence of Debenture Events of Default, as described under “— Modification of the Junior Indenture” and “— Events of Default,” unless provided otherwise in the prospectus supplement for such related capital securities.

Unless otherwise specified in the applicable prospectus supplement, if a tax event, capital treatment event or investment company event in respect of an Issuer Trust has occurred and is continuing, we may, at our option and subject to prior approval of the federal reserve board if then required under applicable capital guidelines or policies, redeem the corresponding junior subordinated debentures at any time within 90 days of the occurrence of such tax event, capital treatment event or investment company event, in whole but not in part, subject to the provisions of the junior indenture and whether or not the corresponding junior subordinated debentures are then otherwise redeemable at our option. Unless provided otherwise in the applicable prospectus supplement, the redemption price for any corresponding junior subordinated debentures will be equal to 100% of the principal amount of the corresponding junior subordinated debentures then outstanding

plus accrued and unpaid interest to the date fixed for redemption. For so long as the applicable Issuer Trust is the holder of all the outstanding corresponding junior subordinated debentures, the proceeds of any redemption will be used by the Issuer Trust to redeem the corresponding trust securities in accordance with their terms. In lieu of such redemption, we have the right to dissolve the applicable Issuer Trust and to distribute the corresponding junior subordinated debentures to the holders of the related series of trust securities in liquidation of the Issuer Trust. See “Capital Securities and Related Instruments — Redemption or Exchange — Distribution of Corresponding Junior Subordinated Debentures” for a more detailed discussion. We may not redeem a series of corresponding junior subordinated debentures in part unless all accrued and unpaid interest has been paid in full on all outstanding corresponding junior subordinated debentures of that series for all interest periods terminating on or prior to the redemption date.

We have agreed in the junior indenture, as to each series of corresponding junior subordinated debentures, that if and so long as:


	•	the Issuer Trust of the related series of trust securities is the holder of all the corresponding junior subordinated debentures;

	•	a tax event in respect of such Issuer Trust has occurred and is continuing; and

	•	we elect, and do not revoke that election, to pay additional sums in respect of the trust securities,

we will pay to the Issuer Trust these additional sums (as defined under “Capital Securities and Related Instruments — Redemption or Exchange”). We also have agreed, as to each series of corresponding junior subordinated debentures:


	•	to maintain directly or indirectly 100% ownership of the trust common securities of the Issuer Trust to which the corresponding junior subordinated debentures have been issued, provided that certain successors which are permitted under the junior indenture may succeed to our ownership of the trust common securities; and

	•	as holder of the trust common securities, not to voluntarily terminate, wind-up or liquidate any Issuer Trust, except:


	•	in connection with a distribution of corresponding junior subordinated debentures to the holders of the capital securities in exchange for their capital securities upon liquidation of the Issuer Trust; or

	•	in connection with certain mergers, consolidations or amalgamations permitted by the related trust agreement,

	•	in either such case, if specified in the applicable prospectus supplement upon prior approval of the Federal Reserve, if then required under applicable Federal Reserve capital guidelines or policies; and


	•	to use its reasonable efforts, consistent with the terms and provisions of the related trust agreement, to cause the Issuer Trust to be classified as a grantor trust and not as an association taxable as a corporation for U.S. federal income tax purposes.

GUARANTEES

The following description summarizes the material provisions of the guarantees. This description is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of each guarantee, including the definitions therein, and the Trust Indenture Act. The form of the guarantee has been filed as an exhibit to our SEC registration statement. Reference in this summary to capital securities means the capital securities issued by the related Issuer Trust to which a guarantee relates. Whenever particular defined terms of the guarantees are referred to in this prospectus or in a prospectus supplement, those defined terms are incorporated in this prospectus or the prospectus supplement by reference.

General

A guarantee will be executed and delivered by us at the same time each Issuer Trust issues its capital securities. Each guarantee is for the benefit of the holders from time to time of the capital securities. A trustee will act as indenture trustee (referred to below as the “guarantee trustee”) under each guarantee for the purposes of compliance with the Trust Indenture Act and each guarantee will be qualified as an indenture under the Trust Indenture Act. The guarantee trustee will hold each guarantee for the benefit of the holders of the related Issuer Trust’s capital securities.

We will irrevocably and unconditionally agree to pay in full on a subordinated basis, to the extent described below, the guarantee payments (as defined below) to the holders of the capital securities, as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer Trust may have or assert other than the defense of payment. The following payments or distributions with respect to the capital securities, to the extent not paid by or on behalf of the related Issuer Trust (referred to as the “guarantee payments”), will be subject to the related guarantee:


	•	any accumulated and unpaid distributions required to be paid on the capital securities, to the extent that the Issuer Trust has funds on hand available for the distributions;

	•	the redemption price with respect to any capital securities called for redemption, to the extent that the Issuer Trust has funds on hand available for the redemptions; or

	•	upon a voluntary or involuntary dissolution, winding up or liquidation of the Issuer Trust (unless the corresponding junior subordinated debentures are distributed to holders of such capital securities in exchange for their capital securities), the lesser of:


	•	the liquidation distribution; and

	•	the amount of assets of the Issuer Trust remaining available for distribution to holders of capital securities after satisfaction of liabilities to creditors of the Issuer Trust as required by applicable law.

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by us to the holders of the applicable capital securities or by causing the Issuer Trust to pay these amounts to the holders.

Each guarantee will be an irrevocable and unconditional guarantee on a subordinated basis of the related Issuer Trust’s obligations under the capital securities, but will apply only to the extent that the related Issuer Trust has funds sufficient to make such payments, and is not a guarantee of collection. See “— Status of the Guarantees.”

If we do not make interest payments on the corresponding junior subordinated debentures held by the Issuer Trust, the Issuer Trust will not be able to pay distributions on the capital securities and will not have funds legally available for the distributions. Each guarantee constitutes an unsecured obligation of ours and will rank subordinate and junior in right of payment to all of our senior debt. See “— Status of the Guarantees.” Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon such subsidiary’s liquidation or reorganization or otherwise, is subject to the prior claims of creditors of that subsidiary, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Accordingly, our obligations under the guarantees will be effectively subordinated to all existing and future liabilities of our subsidiaries, and claimants should look only to our assets for payments. Except as otherwise provided in the applicable prospectus supplement, the guarantees do not limit the incurrence or issuance of other secured or unsecured debt of ours, including senior debt, whether under the junior indenture, any other existing indenture or any other indenture that we may enter into in the future or otherwise. See the applicable prospectus supplement relating to any offering of capital securities.

We have, through the applicable guarantee, the applicable trust agreement, the applicable series of corresponding junior subordinated debentures and the junior indenture, taken together, fully, irrevocably and unconditionally guaranteed all of the Issuer Trust’s obligations under the related capital securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes a

guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of an Issuer Trust’s obligations under its related capital securities. See “Relationship Among the Capital Securities and the Related Instruments.”

Status of the Guarantees

Each guarantee will constitute an unsecured obligation of ours and will rank subordinate and junior in right of payment to all of our senior debt in the same manner as corresponding junior subordinated debentures.

Each guarantee will rank equally with all other guarantees issued by us. Each guarantee will constitute a guarantee of payment and not of collection (i.e., the guaranteed party may institute a legal proceeding directly against us to enforce its rights under the guarantee without first instituting a legal proceeding against any other person or entity). Each guarantee will be held for the benefit of the holders of the related capital securities. Each guarantee will not be discharged except by payment of the guarantee payments in full to the extent not paid by the Issuer Trust or upon distribution to the holders of the capital securities of the corresponding junior subordinated debentures. None of the guarantees places a limitation on the amount of additional senior debt that may be incurred by us. We expect from time to time to incur additional indebtedness constituting senior debt.

Amendments and Assignment

Except with respect to any changes which do not materially adversely affect the material rights of holders of the related capital securities (in which case no vote of the holders will be required), no guarantee may be amended without the prior approval of the holders of at least a majority of the aggregate liquidation amount of the related outstanding capital securities. The manner of obtaining any such approval will be as described under “Capital Securities and Related Instruments — Voting Rights; Amendment of Each Trust Agreement.” All guarantees and agreements contained in each guarantee will bind our successors, assigns, receivers, trustees and representatives and will inure to the benefit of the holders of the related capital securities then outstanding. We may not assign our obligations under the guarantees except in connection with a consolidation, merger or sale involving us that is permitted under the terms of the junior indenture and then only if any such successor or assignee agrees in writing to perform our obligations under the guarantees.

Events of Default

An event of default under each guarantee will occur upon our failure to perform any of our payment obligations under the guarantee or to perform any non-payment obligations if this non-payment default remains unremedied for 30 days. The holders of at least a majority in aggregate liquidation amount of the related capital securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under the guarantee.

The holders of at least a majority in aggregate liquidation amount of the related capital securities have the right, by vote, to waive any past events of default and its consequences under each guarantee. If such a waiver occurs, any event of default will cease to exist and be deemed to have been cured under the terms of the guarantee.

Any holder of the capital securities may, to the extent permissible under applicable law, institute a legal proceeding directly against us to enforce its rights under the guarantee without first instituting a legal proceeding against the Issuer Trust, the guarantee trustee or any other person or entity.

We, as guarantor, are required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to it under the guarantee.

Information Concerning the Guarantee Trustee

The guarantee trustee, other than during the occurrence and continuance of a default by us in performance of any guarantee, undertakes to perform only those duties specifically set forth in each guarantee

and, after default with respect to any guarantee, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of the powers vested in it by any guarantee at the request of any holder of any capital securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred as a result. However, such a requirement does not relieve the guarantee trustee of its obligations to exercise its rights and powers under the guarantee upon the occurrence of an event of default.

Termination of the Guarantees

Each guarantee will terminate and be of no further force and effect upon:


	•	full payment of the redemption price of the related capital securities;

	•	full payment of the amounts payable upon liquidation of the related Issuer Trust; or

	•	the distribution of corresponding junior subordinated debentures to the holders of the related capital securities in exchange for their capital securities.

Each guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the related capital securities must restore payment of any sums paid under the capital securities or the guarantee.

Governing Law

Each guarantee will be governed by and construed in accordance with the laws of the State of New York.

RELATIONSHIP AMONG THE CAPITAL SECURITIES

AND THE RELATED INSTRUMENTS

The following description of the relationship among the capital securities, the corresponding junior subordinated debentures and the relevant guarantee is not complete and is subject to, and is qualified in its entirety by reference to, each trust agreement, the junior indenture and the form of guarantee, each of which is incorporated as an exhibit to our SEC registration statement, and the Trust Indenture Act.

Full and Unconditional Guarantee

Payments of distributions and other amounts due on the capital securities (to the extent the related Issuer Trust has funds available for the payment of such distributions) are irrevocably guaranteed by us as described under “Guarantees.” Taken together, our obligations under each series of corresponding junior subordinated debentures, the junior indenture, the related trust agreement and the related guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the related capital securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the Issuer Trust’s obligations under the related capital securities. If and to the extent that we do not make payments on any series of corresponding junior subordinated debentures, the Issuer Trust will not pay distributions or other amounts due on its related capital securities. The guarantees do not cover payment of distributions when the related Issuer Trust does not have sufficient funds to pay such distributions. In such an event, the remedy of a holder of any capital securities is to institute a legal proceeding directly against us pursuant to the terms of the junior indenture for enforcement of payment of amounts of such distributions to such holder. Our obligations under each guarantee are subordinate and junior in right of payment to all of our senior debt.

Sufficiency of Payments

As long as payments of interest and other payments are made when due on each series of corresponding junior subordinated debentures, such payments will be sufficient to cover distributions and other payments due on the related capital securities, primarily because:


	•	the aggregate principal amount of each series of corresponding junior subordinated debentures will be equal to the sum of the aggregate stated liquidation amount of the related capital securities and related trust common securities;

	•	the interest rate and interest and other payment dates on each series of corresponding junior subordinated debentures will match the distribution rate and distribution and other payment dates for the related capital securities; and

	•	each trust agreement provides that the Issuer Trust will not engage in any activity that is inconsistent with the limited purposes of such Issuer Trust.

Notwithstanding anything to the contrary in the junior indenture, we have the right to set-off any payment we are otherwise required to make under the junior indenture with a payment we make under the related guarantee.

Enforcement Rights of Holders of Capital Securities

A holder of any related capital security may, to the extent permissible under applicable law, institute a legal proceeding directly against us to enforce its rights under the related guarantee without first instituting a legal proceeding against the guarantee trustee, the related Issuer Trust or any other person or entity.

A default or event of default under any of our senior debt would not constitute a default or event of default under the junior indenture. However, in the event of payment defaults under, or acceleration of, our senior debt, the subordination provisions of the junior indenture provide that no payments may be made in respect of the corresponding junior subordinated debentures until the senior debt has been paid in full or any payment default has been cured or waived. Failure to make required payments on any series of corresponding junior subordinated debentures would constitute an event of default under the junior indenture.

Limited Purpose of Issuer Trusts

Each Issuer Trust’s capital securities evidence a preferred and undivided beneficial interest in the Issuer Trust, and each Issuer Trust exists for the sole purpose of issuing its capital securities and trust common securities and investing the proceeds thereof in corresponding junior subordinated debentures and engaging in only those other activities necessary or incidental thereto. A principal difference between the rights of a holder of a capital security and a holder of a corresponding junior subordinated debenture is that a holder of a corresponding junior subordinated debenture is entitled to receive from us the principal amount of and interest accrued on corresponding junior subordinated debentures held, while a holder of capital securities is entitled to receive distributions from the Issuer Trust (or from us under the applicable guarantee) if and to the extent the Issuer Trust has funds available for the payment of such distributions.

Rights upon Termination

Upon any voluntary or involuntary termination, winding-up or liquidation of any Issuer Trust involving our liquidation, the holders of the related capital securities will be entitled to receive, out of the assets held by such Issuer Trust, the liquidation distribution in cash. See “Capital Securities and Related Instruments — Liquidation Distribution Upon Dissolution.” Upon any voluntary or involuntary liquidation or bankruptcy of ours, the property trustee, as holder of the corresponding junior subordinated debentures, would be a subordinated creditor of ours, subordinated in right of payment to all senior debt as set forth in the junior indenture, but entitled to receive payment in full of principal and interest, before any stockholders of ours receive payments or distributions. Since we are the guarantor under each guarantee, the positions of a holder

of capital securities and a holder of corresponding junior subordinated debentures relative to other creditors and to our stockholders in the event of our liquidation or bankruptcy are expected to be substantially the same.

ISSUANCE OF GLOBAL SECURITIES

General

The debt securities and the capital securities may be issued in whole or in part in the form of one or more fully-registered global securities that will be deposited with, or on behalf of, a depository which, unless otherwise indicated in the applicable prospectus supplement for such securities, will be DTC. Global capital securities may be issued in either temporary or permanent form. Unless and until it is exchanged in whole or in part for securities in certificated form, a global security may not be transferred except as a whole in the following manner:


	•	by the depository for such global security to a nominee of such depository, or

	•	by a nominee of such depository to such depository or another nominee of such depository, or

	•	by such depository or any such nominee to a successor of such depository or a nominee of such successor, or

	•	in the manner provided below under “— Book-Entry Issuance.”

The specific terms of the depository arrangement with respect to any debt securities or capital securities will be described in the applicable prospectus supplement. We anticipate that the following provisions will apply to all depository arrangements.

Upon the issuance of a global security and the deposit of such global security with or on behalf of the depository, the depository for such global security will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by such global security, or, in the case of capital securities, the respective aggregate liquidation amounts of the capital securities represented by such global security, to the accounts of persons that have accounts with such depository (each such person, a “participant”), which may include Euroclear and Clearstream. The accounts to be credited shall be designated by the dealers, underwriters or agents participating in the distribution of such debt securities or capital securities or by us if we have offered and sold such debt securities or capital securities directly. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants.

Ownership of a beneficial interest in such global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depository for such global security (with respect to interests of participants) or by participants or persons that hold through participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in a global security.

So long as the depository for a global security, or its nominee, is the holder of such global security, such depository or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities or capital securities represented by such global security for all purposes under the applicable indenture or trust agreement. Except as set forth below, owners of beneficial interests in a global security will not be entitled to have debt securities or capital securities represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of securities in certificated form and will not be considered the owners or holders thereof under the applicable indenture or trust agreement. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depository for such global security and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the applicable indenture or trust agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action which a holder is

entitled to give or take under the applicable indenture or trust agreement, the depository for such global security would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners holding through them.

Payments of principal of or premium, if any, and interest, if any, on debt securities or distributions or other payments on capital securities represented by a global security registered in the name of a depository or its nominee will be made to such depository or its nominee, as the case may be, as the registered owner or the holder of the global security representing such debt securities or capital securities. None of M&T, the trustee for such securities, any paying agent for such securities, the property trustee or the securities registrar, as applicable, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global security for such securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that the depository for any debt securities represented by a global debt security, upon receipt of any payment of principal, premium or interest, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global debt security as shown on the records of such depository. We also expect that the depository for a series of capital securities or its nominee, upon receipt of any payment of liquidation amount, redemption price, premium or distributions in respect of a permanent global capital security representing any of such capital securities, immediately will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interest in the aggregate liquidation amount of such global capital security for such capital securities as shown on the records of such depositary or its nominee. We further expect that payments by participants to owners of beneficial interests in any such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

Unless otherwise specified in the applicable prospectus supplement, no global debt security may be exchanged in whole or in part for debt securities registered, and no transfer of a global debt security in whole or in part may be registered, in the name of any person other than the depository for such global debt security or a nominee thereof unless:


	•	such depository has notified us that it is unwilling or unable to continue as depository for such global debt security or has ceased to be a clearing agency registered under the Exchange Act;

	•	there shall have occurred and be continuing an event of default or a default, as the case may be, with respect to such global debt security; or

	•	there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by the indentures.

Unless otherwise specified in the applicable prospectus supplement, if a depository for a series of capital securities is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the trust within 90 days, the trust will issue individual capital securities of such series in exchange for the global capital security representing such series of capital securities. In addition, the trust may at any time and in its sole discretion, subject to any limitations described in the prospectus supplement relating to such capital securities, determine not to have any capital securities of such series represented by one or more global capital securities and, in such event, will issue individual capital securities of such series in exchange for the global capital security or securities representing such series of capital securities. Further, if the trust so specifies with respect to the capital securities of a series, an owner of a beneficial interest in a global capital security representing capital securities of such series may, on terms acceptable to the trust, the property trustee and the depository for such global capital security, receive individual capital securities of such series in exchange for such beneficial interests, subject to any limitations described in the prospectus supplement relating to such capital securities. In any such instance, an owner of a beneficial interest in a global capital security will be entitled to a physical delivery of individual capital securities of the series represented by

such global capital security equal in liquidation amount to such beneficial interest and to have such capital securities registered in its name.

Book-Entry Issuance

We expect DTC to act as securities depository for all of the debt securities. The debt securities will be issued only as fully-registered securities registered in the name of Cede & Co., DTC’s nominee. DTC will thus be the only registered holder of the debt securities and will be considered the sole owner of the debt securities. One or more fully-registered global certificates will be issued for the debt securities, representing in the aggregate the aggregate principal balance of debt securities.

We also expect DTC to act as securities depository for all of the capital securities, unless otherwise specified in the prospectus supplement. The capital securities will be issued only as fully-registered securities registered in the name of Cede & Co. One or more fully-registered global certificates will be issued for the capital securities of each trust, representing in the aggregate the total number of such trust’s capital securities, and will be deposited with the property trustee as custodian for DTC.

In this prospectus and the applicable prospectus supplement, for book-entry debt securities, references to actions taken by debt security holders will mean actions taken by DTC upon instructions from its participants, and reference to payments and notices of redemptions to debt security holders will mean payments and notices of redemption to DTC as the registered holder of the debt securities for distribution to the participants in accordance with DTC’s procedures.

DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain custodial relationships with direct participants, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of debt securities or capital securities within the DTC system must be made by or through direct participants, which will receive a credit for the debt securities or capital securities on DTC’s records. The beneficial ownership interest of each actual purchaser of each debt security or capital security is in turn to be recorded on the direct and indirect participants’ records, including Euroclear and Clearstream. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owners purchased their securities. Transfers of ownership interests in the securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in their securities, except in limited circumstances.

Transfers between participants will be effected in accordance with DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between participants, on the one hand, and Euroclear participants or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depository; however, such cross-market transaction will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the

counterparty in such system in accordance with the rules and procedures and within the established deadlines of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the debt securities or capital securities in DTC, and making or receiving payment in accordance with normal procedures.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a debt security or capital security from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear participant or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream, as the case may be) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a debt security or capital security by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC has no knowledge of the actual beneficial owners of the debt securities or capital securities; DTC’s records reflect only the identity of the direct participants to whose accounts such debt securities or capital securities are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners and the voting rights of direct participants, indirect participants and beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to Cede & Co. as the registered holder of the debt securities or capital securities. If less than all of the debt securities are being redeemed, or less than all of a trust’s capital securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.

Although voting with respect to the debt securities and capital securities is limited to the holders of record of the debt securities and capital securities, respectively, in those instances in which a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to the debt securities or capital securities, as applicable. Under its usual procedures, DTC would mail an omnibus proxy to the relevant trustee as soon as possible after the record date. Such omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts such debt securities or capital securities are credited on the record date (identified in a listing attached to the omnibus proxy).

Distribution payments on the debt securities and capital securities will be made by the relevant trustee to DTC. DTC’s usual practice is to credit direct participants’ accounts on the relevant payment date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payments on such payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of DTC, the relevant trustee, the trust thereof (in the case of capital securities) or M&T, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the relevant trustee, and disbursements of such payments to the beneficial owners is the responsibility of direct and indirect participants.

DTC may discontinue providing its services as securities depository with respect to any of the debt securities at any time by giving reasonable notice to the relevant trustee and to us. Under such circumstances, in the event that a successor capital securities depository is not obtained, definitive certificates representing such debt securities are required to be printed and delivered. Additionally, we, at our option, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depository). After an event of default, the holders of a majority in aggregate principal amount of debt securities may determine to

discontinue the system of book-entry transfers through DTC. In any such event, definitive certificates for such debt securities will be printed and delivered.

DTC may also discontinue providing its services as securities depository with respect to any of the capital securities at any time by giving reasonable notice to the relevant trustee and to us. In the event that a successor capital securities depository is not obtained, definitive capital security certificates representing such capital securities are required to be printed or delivered. Additionally, we, at our option, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depository). After an event of default, the holders of a majority in liquidation preference of capital securities may determine to discontinue the system of book-entry transfers through DTC. In any such event, definitive certificates for such capital securities will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we and the trusts believe to be accurate, but we and the trusts assume no responsibility for the accuracy thereof. Neither we nor the trusts have any responsibility for the performance by DTC or its participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

PLAN OF DISTRIBUTION

The securities described in this document may be sold in public offerings to or through underwriters, to be designated at various times, or directly to other purchasers or through agents. The distribution of securities may be effected at various times in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

Securities other than common stock may be new issues of securities with no established trading market. It has not presently been established whether the underwriters, if any, of these new issues of securities will make a market in such securities. If a market in any new issues of securities is made by those underwriters, this market making may be discontinued at any time without notice. Such new issues of securities may or may not be listed on a national securities exchange or the Nasdaq National Market. No assurance can be given as to the liquidity of the trading market for such securities.

In facilitating the sale of securities, underwriters may receive compensation from us and/or the applicable Issuer Trust or from purchasers of securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be considered underwriters, and any discounts or commissions received by them from us and/or the applicable Issuer Trust and any profit on the resale of securities by them may be considered underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from us and/or the applicable Issuer Trust will be described, in the prospectus supplement relating to those securities.

Unless otherwise indicated in the applicable prospectus supplement, the obligations of any underwriters to purchase the securities will be subject to certain conditions precedent, and each of the underwriters with respect to a sale of securities will be obligated to purchase all of its securities if any are purchased. Unless otherwise indicated in the applicable prospectus supplement, any such agent involved in the offer and sale of the securities in respect of which this prospectus is being delivered will be acting on a best efforts basis for the period of its appointment.

In connection with an offering of securities, underwriters may purchase and sell these securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover short positions created by underwriters with respect to the offering. Stabilizing transactions consist of certain bids or purchases for preventing or retarding a decline in the market price of the securities; and short positions created by underwriters involve the sale by underwriters of a greater number of securities than they

are required to purchase from us and/or the applicable Issuer Trust in the offering. Underwriters also may impose a penalty bid, by which selling concessions allowed to broker-dealers in respect of the securities sold in the offering may be reclaimed by underwriters if such securities are repurchased by underwriters in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market; and these activities, if commenced, may be discontinued at any time.

Under agreements which we and the Issuer Trusts may enter into, underwriters, agents and their controlling persons who participate in the distribution of securities may be entitled to indemnification by us and the Issuer Trusts against certain liabilities, including liabilities under the Securities Act.

If so noted in the prospectus supplement relating to any securities, we will authorize dealers or other persons acting as our agents to solicit offers by certain institutions to purchase any securities from us and/or the applicable Issuer Trust under contracts providing for payment and delivery on a future date. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. We must approve such institutions in all cases. The obligations of any purchaser under any of these contracts will be subject to the condition that the purchase of any securities will not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

If we and/or the applicable Issuer Trust offers and sells securities directly to a purchaser or purchasers in respect of which this prospectus is delivered, purchasers involved in the reoffer or resale of such securities, if these purchasers may be considered underwriters as that term is defined in the Securities Act, will be named and the terms of their reoffers or resales will be described in the applicable prospectus supplement. These purchasers may then reoffer and resell such securities to the public or otherwise at varying prices to be determined by such purchasers at the time of resale or as otherwise described in the applicable prospectus supplement. Purchasers of securities directly from us may be entitled under agreements that they may enter into with us and/or the applicable Issuer Trust to indemnification by us and/or the applicable Issuer Trust against certain liabilities, including liabilities under the Securities Act, and may engage in transactions with or perform services for us in the ordinary course of their business or otherwise.

Underwriters or agents and their associates may be customers of (including borrowers from), engage in transactions with, and/or perform services for, M&T and its affiliates, or any of the trustees, depositaries, warrant agents, transfer agents or registrars for securities sold using this prospectus, in the ordinary course of business.

EMPLOYEE RETIREMENT INCOME SECURITY ACT

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (which we refer to as “ERISA”), should consider the fiduciary standards of ERISA in the context of the plan’s particular circumstances before authorizing an investment in the securities. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), prohibit an employee benefit plan, as well as individual retirement accounts, Keogh plans and other pension and profit sharing plans subject to Section 4975 of the Code, from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan. A violation of these “prohibited transaction” rules may result in excise tax or other liabilities under ERISA and Section 4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption. Therefore, a fiduciary of an employee benefit plan should also consider whether an investment in the securities might constitute or give rise to a prohibited transaction under ERISA and the Code. Employee benefit plans which are

governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), and foreign plans (as described in Section 4(b)(4) of ERISA) generally are not subject to the requirements of ERISA or Section 4975 of the Code.

We and certain of our affiliates may each be considered a party in interest or disqualified person with respect to employee benefit plans. This could be the case, for example, if one of these companies is a service provider to a plan. Special caution should be exercised, therefore, before the securities are purchased for an employee benefit plan. In particular, the fiduciary of the plan should consider whether exemptive relief is available under an applicable administrative exemption. The Department of Labor has issued five prohibited transaction class exemptions that could apply to exempt the purchase, sale and holding of the debt securities from the prohibited transaction provisions of ERISA and the Code. Those class exemptions are Prohibited Transaction Exemption 96-23 (for transactions determined by in-house asset managers), Prohibited Transaction Exemption 95-60 (for certain transactions involving insurance company general accounts), Prohibited Transaction Exemption 91-38 (for certain transactions involving bank investment funds), Prohibited Transaction Exemption 90-1 (for certain transactions involving insurance company separate accounts), and Prohibited Transaction Exemption 84-14 (for certain transactions determined by independent qualified professional asset managers).

Unless otherwise provided in the related prospectus supplement, any purchaser or holder of the offered securities or any interest in the offered securities will be deemed to have represented by its purchase and holding that either:


	•	no portion of the assets used by such purchaser or holder to acquire or purchase the offered securities constitutes assets of any plan; or

	•	the purchase and holding of the offered securities by such purchaser or holder will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under applicable law.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering the purchase of the securities on behalf of or with “plan assets” of any employee benefit plan consult with their counsel regarding the consequences under ERISA and the Code of the acquisition of the capital securities and the availability of exemptive relief under Prohibited Transaction Exemption 96-23, 95-60, 91-38, 90-1 or 84-14.

VALIDITY OF SECURITIES

Unless otherwise indicated in the applicable prospectus supplement and except as described below, the validity of the securities will be passed upon for us by Wachtell, Lipton, Rosen & Katz, our special counsel.

Unless otherwise indicated in the applicable prospectus supplement, matters of Delaware law relating to the validity of the capital securities will be passed upon by Richards, Layton & Finger, our special Delaware counsel.

EXPERTS

The financial statements incorporated in this prospectus by reference to M&T Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.	*OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

The following is an itemized statement of the fees and expenses (all but the SEC fees are estimates) in connection with this offering.


Registration Statement filing fees		$	353,100
Blue Sky fees and expenses			10,000	*
Printing and engraving expenses			75,000	*
Trustees’, Registrar and Transfer Agents’, Depositaries’ and Warrant Agents’ fees and expenses			50,000	*
Attorneys fees and expenses			250,000	*
Accounting fees and expenses			100,000	*
Rating agency fees			400,000	*
Miscellaneous			50,000	*
	Total	$	1,288,100	*


*	Estimated


ITEM 15.	*INDEMNIFICATION OF DIRECTORS AND OFFICERS*

With certain limitations, Sections 721 through 726 of the New York Business Corporation Law permit a corporation to indemnify a director or officer made a party to an action (i) by a corporation or in its right in order to procure a judgment in its favor unless he shall have breached his duties, or (ii) other than an action by or in the right of the corporation in order to procure a judgment in its favor if such director or officer acted in good faith and in a manner he reasonably believed to be in or, in certain cases, not opposed to such corporation’s best interests, and additionally, in criminal actions, has no reasonable cause to believe his conduct was unlawful.

The By-laws of M&T Bank Corporation (Article V) provide the following:

SECTION 1. Right of Indemnification: Each director and officer of the Corporation, whether or not then in office, and any person whose testator or intestate was such a director or officer, shall be indemnified by the Corporation for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by the Business Corporation Law of the State of New York or other applicable law, as such law now exists or may hereafter be amended; provided, however, that the Corporation shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a director or officer only if such action or proceeding (or pan thereof) was authorized by the board of directors.

SECTION 2. Advancement of Expenses: Expenses incurred by a director or officer in connection with any action or proceeding as to which indemnification may be given under Section 1 of this Article V may be paid by the Corporation in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such director or officer to repay such advancement in the event that such director or officer is ultimately found not to be entitled to indemnification as authorized by this Article V and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required under this Section 2, to find that the director or officer has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

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SECTION 3. Availability and Interpretation: To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article V (a) shall be available with respect to events occurring prior to the adoption of this Article V, (b) shall continue to exist after any recision or restrictive amendment of this Article V with respect to events occurring prior to such recision or amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding. or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the Corporation and the director or officer for whom such rights are sought were parties to a separate written agreement.

SECTION 4. Other Rights: The rights of indemnification and to the advancement of expenses provided in this Article V shall not be deemed exclusive of any other rights to which any such director, officer or other person may now or hereafter be otherwise entitled whether contained in the certificate of incorporation, these Bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in this Article V shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such director, officer or other person in any such action or proceeding to have assessed or allowed in his or her favor, against the Corporation or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

SECTION 5. Severability: If this Article V or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article V shall remain fully enforceable.

As permitted by Section 402(b) of the New York Business Corporation Law, Article SEVENTH of M&T Bank Corporation’s Restated Certificate of Incorporation provides as follows:

SEVENTH: As to any act or omission occurring after the adoption of this provision, a director of the Corporation shall, to the maximum extent permitted by the laws of the State of New York, have no personal liability to the Corporation or any of its stockholders for damages for any breach of duty as a director, provided that this Article SEVENTH shall not eliminate or reduce the liability of a director in any case where such elimination or reduction is not permitted by law.


ITEM 16.	*EXHIBITS.*


EXHIBIT NO.		EXHIBIT

	(1)(a)	Form of Underwriting Agreement for Common Stock, Preferred Stock, Depositary Shares and Warrants.
	(1)(b)	Form of Underwriting Agreement for Debt Securities.
	(1)(c)	Form of Underwriting Agreement for Capital Securities.
	(3)(a)	Restated Certificate of Incorporation of M&T Bank Corporation dated May 29, 1998, incorporated by reference to Exhibit 3.1 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 1998.
	(3)(b)	Certificate of Amendment of the Certificate of Incorporation of M&T Bank Corporation dated October 2, 2000, incorporated by reference to Exhibit 3.2 to the Form 10-K for the year ended December 31, 2000.
	(3)(c)	Certificate of Amendment of the Certificate of Incorporation of M&T Bank Corporation dated March 4, 2003, effective as of March 25, 2003, incorporated by reference to Exhibit 3.3 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2003.
	(3)(d)	Certificate of Amendment of the Certificate of Incorporation of M&T Bank Corporation dated March 28, 2003, effective as of April 1, 2003, incorporated by reference to Exhibit 3.4 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2003.

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EXHIBIT NO.		EXHIBIT

	(3)(e)	Amended and Restated Bylaws of M&T Bank Corporation effective as of October 21, 2003, incorporated by reference to Exhibit 3.5 to M&T Bank Corporation’s Annual Report on Form 10-K for the period ended December 31, 2003.
	(4)(a)	Form of Deposit Agreement (Including Form of Depositary Receipt).
	(4)(b)	Form of Senior Indenture.
	(4)(c)	Form of Senior Debt Security.
	(4)(d)	Form of Subordinated Indenture.
	(4)(e)	Form of Subordinated Debt Security.
	(4)(f)	Form of Warrant Agreement (Including Form of Warrant Certificate).
	(4)(g)	Form of Junior Subordinated Indenture.
	(4)(h)	Certificate of Trust of M&T Capital Trust IV.
	(4)(i)	Trust Agreement of M&T Capital Trust IV.
	(4)(j)	Certificate of Trust of M&T Capital Trust V.
	(4)(k)	Trust Agreement of M&T Capital Trust V.
	(4)(l)	Certificate of Trust of M&T Capital Trust VI.
	(4)(m)	Trust Agreement of M&T Capital Trust VI.
	(4)(n)	Form of Amended and Restated Trust Agreement for M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI.
	(4)(o)	Form of Capital Security Certificate (Included as Exhibit D to Exhibit(4)(n)).
	(4)(p)	Form of Guarantee Agreement for each of M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI.
	(4)(q)	Registration Rights Agreement, dated April 1, 2003, between M&T Bank Corporation and Allied Irish Banks, p.l.c., incorporated by reference to Exhibit 4.23 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2003.
	(4)(r)	Agreement and Plan of Reorganization, dated September 26, 2002, among Allied Irish Banks, p.l.c., Allfirst Financial Inc. and M&T Bank Corporation, incorporated by reference to Exhibit No. 2 to M&T Bank Corporation’s current report on Form 8-K filed on October 3, 2002.
	(5)(a)	Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the securities.
	(5)(b)	Opinion of Richards, Layton & Finger as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trusts.
	(12)(a)	Computations of Consolidated Ratios of Earnings to Fixed Charges.
	(12)(b)	Computations of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements.
	(23)(a)	Consent of PricewaterhouseCoopers LLP.
	(23)(b)	Consent of Wachtell, Lipton, Rosen & Katz (Included in Exhibit(5)(a)).
	(23)(c)	Consent of Richards, Layton & Finger (Included in Exhibit(5)(b)).
	(24)	Power of Attorney.
	(25)(a)	Form T-1 Statement of Eligibility to act as trustee under the Senior Indenture.*
	(25)(b)	Form T-1 Statement of Eligibility to act as trustee under the Subordinated Indenture.*
	(25)(c)	Form T-1 Statement of Eligibility to act as trustee under the Junior Subordinated Indenture.*
	(25)(d)	Form T-1 Statement of Eligibility to act as trustee under the Amended and Restated Trust Agreement.*
	(25)(e)	Form T-1 Statement of Eligibility under the Guarantee for the benefit of the holders of Capital Securities.*


*	To be filed by documents to be incorporated by reference herein.

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ITEM 17.	*UNDERTAKINGS.*

Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the “Securities Act”), each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each registrant pursuant to the provisions described under Item 15 above, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each registrant of expenses incurred or paid by a director, officer or controlling person of each registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each of the undersigned registrants hereby also undertakes:


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;


	provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by a registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.


	(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-4


	(4) That, for purposes of determining any liability under the Securities Act:


	(i) The information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(ii) Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


	(5) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, M&T Bank Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on the 19th day of January, 2005.


	M&T BANK CORPORATION


	By:	/s/ MICHAEL P. PINTO



	Michael P. Pinto
	Executive Vice President,
	Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons and in the capacities and on the 19th day of January, 2005.



Signature				Title


* Robert G. Wilmers				Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) and Director

/s/ MICHAEL P. PINTO Michael P. Pinto				Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Director

/s/ MICHAEL R. SPYCHALA Michael R. Spychala				Senior Vice President and Controller (Principal Accounting Officer)

* William F. Allyn				Director

* Brent D. Baird				Director

* Robert J. Bennett				Director

Emerson L. Brumback				Director

* C. Angela Bontempo				Director

* Robert T. Brady				Director

* Michael D. Buckley				Director

II-6



Signature				Title


* Patrick J. Callan				Director

* R. Carlos Carballada				Director

* T. Jefferson Cunningham III				Director

Donald Devorris				Director

* Richard E. Garman				Director

* James V. Glynn				Director

Derek C. Hathaway				Director

* Daniel R. Hawbaker				Director

* Patrick W.E. Hodgson				Director

* Gary Kennedy				Director

* Richard G. King				Director

* Reginald B. Newman, II				Director

* Jorge G. Pereira				Vice Chairman and Director

* Robert E. Sadler, Jr.				Director

* Eugene J. Sheehy				Director

II-7



Signature				Title


* Stephen G. Sheetz				Director

* Herbert L. Washington				Director

				*By: /s/ MICHAEL P. PINTO ------------------------------------------------------ Michael P. Pinto Attorney-In-Fact pursuant to Power of Attorney filed herewith

Pursuant to the requirements of the Securities Act of 1933, M&T Capital Trust IV certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on the 19th day of January, 2005.


	M&T CAPITAL TRUST IV


	By:	M&T Bank Corporation as Depositor

	By:	/s/ MICHAEL P. PINTO



	Name: Michael P. Pinto


	Title:	Executive Vice President,


	Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, M&T Capital Trust V certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on the 19th day of January, 2005.


	M&T CAPITAL TRUST V


	By:	M&T Bank Corporation as Depositor

	By:	/s/ MICHAEL P. PINTO



	Name: Michael P. Pinto


	Title:	Executive Vice President,


	Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, M&T Capital Trust VI certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this

II-8

Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on the 19th day of January, 2005.


	M&T CAPITAL TRUST VI


	By:	M&T Bank Corporation as Depositor

	By:	/s/ MICHAEL P. PINTO



	Name: Michael P. Pinto


	Title:	Executive Vice President,


	Chief Financial Officer and Director

II-9

EXHIBIT INDEX


EXHIBIT NO.		EXHIBIT

	(1)(a)	Form of Underwriting Agreement for Common Stock, Preferred Stock, Depositary Shares and Warrants.
	(1)(b)	Form of Underwriting Agreement for Debt Securities.
	(1)(c)	Form of Underwriting Agreement for Capital Securities.
	(3)(a)	Restated Certificate of Incorporation of M&T Bank Corporation dated May 29, 1998, incorporated by reference to Exhibit 3.1 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 1998.
	(3)(b)	Certificate of Amendment of the Certificate of Incorporation of M&T Bank Corporation dated October 2, 2000, incorporated by reference to Exhibit 3.2 to the Form 10-K for the year ended December 31, 2000.
	(3)(c)	Certificate of Amendment of the Certificate of Incorporation of M&T Bank Corporation dated March 4, 2003, effective as of March 25, 2003, incorporated by reference to Exhibit 3.3 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2003.
	(3)(d)	Certificate of Amendment of the Certificate of Incorporation of M&T Bank Corporation dated March 28, 2003, effective as of April 1, 2003, incorporated by reference to Exhibit 3.4 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2003.
	(3)(e)	Amended and Restated Bylaws of M&T Bank Corporation effective as of October 21, 2003, incorporated by reference to Exhibit 3.5 to M&T Bank Corporation’s Annual Report on Form 10-K for the period ended December 31, 2003.
	(4)(a)	Form of Deposit Agreement (Including Form of Depositary Receipt).
	(4)(b)	Form of Senior Indenture.
	(4)(c)	Form of Senior Debt Security.
	(4)(d)	Form of Subordinated Indenture.
	(4)(e)	Form of Subordinated Debt Security.
	(4)(f)	Form of Warrant Agreement (Including Form of Warrant Certificate).
	(4)(g)	Form of Junior Subordinated Indenture.
	(4)(h)	Certificate of Trust of M&T Capital Trust IV.
	(4)(i)	Trust Agreement of M&T Capital Trust IV.
	(4)(j)	Certificate of Trust of M&T Capital Trust V.
	(4)(k)	Trust Agreement of M&T Capital Trust V.
	(4)(l)	Certificate of Trust of M&T Capital Trust VI.
	(4)(m)	Trust Agreement of M&T Capital Trust VI.
	(4)(n)	Form of Amended and Restated Trust Agreement for M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI.
	(4)(o)	Form of Capital Security Certificate (Included as Exhibit D to Exhibit(4)(n)).
	(4)(p)	Form of Guarantee Agreement for each of M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI.
	(4)(q)	Registration Rights Agreement, dated April 1, 2003, between M&T Bank Corporation and Allied Irish Banks, p.l.c., incorporated by reference to Exhibit 4.23 to M&T Bank Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2003.
	(4)(r)	Agreement and Plan of Reorganization, dated September 26, 2002, among Allied Irish Banks, p.l.c., Allfirst Financial Inc. and M&T Bank Corporation, incorporated by reference to Exhibit No. 2 to M&T Bank Corporation’s current report on Form 8-K filed on October 3, 2002.
	(5)(a)	Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the securities.
	(5)(b)	Opinion of Richards, Layton & Finger as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trusts.
	(12)(a)	Computations of Consolidated Ratios of Earnings to Fixed Charges.
	(12)(b)	Computations of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements.


EXHIBIT NO.		EXHIBIT

	(23)(a)	Consent of PricewaterhouseCoopers LLP.
	(23)(b)	Consent of Wachtell, Lipton, Rosen & Katz (Included in Exhibit(5)(a)).
	(23)(c)	Consent of Richards, Layton & Finger (Included in Exhibit(5)(b)).
	(24)	Power of Attorney.
	(25)(a)	Form T-1 Statement of Eligibility to act as trustee under the Senior Indenture.*
	(25)(b)	Form T-1 Statement of Eligibility to act as trustee under the Subordinated Indenture.*
	(25)(c)	Form T-1 Statement of Eligibility to act as trustee under the Junior Subordinated Indenture.*
	(25)(d)	Form T-1 Statement of Eligibility to act as trustee under the Amended and Restated Trust Agreement.*
	(25)(e)	Form T-1 Statement of Eligibility under the Guarantee for the benefit of the holders of Capital Securities.*


*	To be filed by documents to be incorporated by reference herein.



                                                                    Exhibit 1(a)

                       M&T BANK CAPITAL TRUST __________

                               CAPITAL SECURITIES

                    GUARANTEED TO THE EXTENT SET FORTH IN THE
                       GUARANTEES BY M&T BANK CORPORATION

                             UNDERWRITING AGREEMENT

Dear Ladies and Gentlemen:

         M&T Bank Capital Trust ____ (the "Trust"), a statutory trust organized
under the Delaware Statutory Trust Act (Chapter 38, Title 12, of the Delaware
Business Code, 12 Del. C. Section 3801 et seq.) (the "Delaware Act"), and M&T
Bank Corporation, a New York corporation (the "Corporation"), as depositor of
the Trust and as guarantor, propose, upon the terms and conditions set forth
herein to issue and sell _____% Capital Securities with an aggregate liquidation
amount equal to $________________ (the "Capital Securities") to the underwriters
named in Schedule 1 hereto (collectively, the "Underwriters"), for whom the
person(s) named in Schedule 2 hereto (the "Representative(s)") is acting as
representative.

         The Capital Securities and Common Securities (as defined herein) are to
be issued pursuant to the terms of an Amended and Restated Trust Agreement dated
as of ____________, _______ (the "Trust Agreement"), among the Corporation
(together with the Trust, the "Offerors"), as depositor, and
____________________ ("Trust Company"), a banking corporation, as property
trustee ("Property Trustee") and _________________ ("Trust Delaware"), a
Delaware banking corporation, as Delaware trustee ("Delaware Trustee") and the
holders from time to time of undivided interests in the assets of the Trust.

         The Capital Securities will be guaranteed by the Corporation on a
subordinated basis and subject to certain limitations with respect to
distributions and payments upon liquidation, redemption or otherwise (the
"Guarantee") pursuant to a Guarantee Agreement dated as of ________, _______
(the "Guarantee Agreement"), between the Corporation and the Trust Company, as
trustee (the "Guarantee Trustee"). The assets of the Trust will consist of
_____% Junior Subordinated Deferrable Interest Debentures, due ________, ______
(the "Subordinated Debentures") of the Corporation which will be issued under a
Junior Subordinated Indenture dated as of _______, ____ (the "Indenture"),
between the Corporation and the Trust Company, as trustee (the "Indenture
Trustee"). Under certain circumstances, the Subordinated Debentures will be
distributable to the holders of undivided beneficial interests in the assets of
the Trust.



         The Corporation and the Trust have filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3 (No.
333-_______), including a basic prospectus, for the registration of the Capital
Securities under the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations thereunder (the "Securities Act Regulations"). The
Corporation and the Trust have prepared and filed such amendments thereto, if
any, and such amended preliminary prospectuses, if any, as may have been
required to the date hereof, and will file such additional amendments thereto
and such amended prospectuses as may hereafter be required. The registration
statement has been declared effective under the Securities Act by the
Commission. The registration statement as amended at the time it became
effective (including the Prospectus (as defined below) and the documents
incorporated by reference therein pursuant to the section therein entitled
"Where You Can Find More Information", all information deemed to be a part of
the registration statement at the time it became effective pursuant to Rule
430A(b) of the Securities Act Regulations), any post-effective amendment to such
registration statement which becomes effective prior to the Closing Date (as
defined below) and any registration statement filed pursuant to Rule 462(b)
under the Securities Act is hereinafter called the "Registration Statement." The
term "the Effective Date" shall mean each date that the Registration Statement
and any post effective amendment or amendments thereto became or become
effective. "Basic Prospectus" shall mean the prospectus referred to in the first
sentence of this paragraph above contained in the Registration Statement at the
Effective Date. "Preliminary Final Prospectus" shall mean any preliminary
prospectus supplement to the Basic Prospectus which describes the Capital
Securities and the offering thereof and is used prior to filing of the Final
Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to
the Capital Securities that is first filed pursuant to Rule 424(b) after the
date and time this Agreement is executed and delivered by the parties, together
with the Basic Prospectus or, if no filing pursuant to Rule 424(b) is required,
shall mean the form of final prospectus relating to the Capital Securities,
including the Basic Prospectus, included in the Registration Statement at the
Effective Date.

         The Corporation hereby agrees with the Underwriters as follows:

         1.       Representations and Warranties. Each of the Offerors
represents and warrants to the Underwriters that as of the date hereof and on
the Closing Date (as hereinafter defined):

         (a) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with Rule
424(b) and on the Closing Date, the Final Prospectus will conform, in all
material respects with the requirements of the Securities Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
documents incorporated by reference, the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the applicable rules and regulations under said
acts; the Trust Agreement, the Guarantee Agreement, and the Indenture conform in
all material respects with the requirements of the Trust Indenture Act, and the
applicable rules and regulations thereunder; the Registration Statement did not,
and any amendment thereto will not, in each case as of the Effective Date,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made not misleading; and the Final
Prospectus and any amendment or supplement thereto will not, as of the
applicable filing date and at the Closing Date (as hereinafter defined), contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in the light of the
circumstances

                                       2



under which they were made, not misleading; provided, however, that the
representations and warranties in this subsection shall not apply to (i)
statements in or omissions from the Registration Statement or Final Prospectus
made in reliance upon and in conformity with information furnished to the Trust
or the Corporation by or on behalf of any Underwriter in writing expressly for
use in the Registration Statement or the Final Prospectus or (ii) that part of
the Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of any trustee.

         (b) The documents incorporated by reference in the Prospectus pursuant
to the section therein entitled "Where You Can Find More Information," at the
time they were filed with the Commission, complied in all material respects with
the requirements of the Securities Act and the Securities Act Regulations, and
did not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading.

         (c) Neither the Corporation nor the Trust is an open-end investment
company, unit investment trust or face-amount certificate company that is, or is
required to be, registered under Section 8 of the Investment Company Act of
1940, as amended (the "Investment Company Act"), nor is either a closed-end
investment company required to be registered but not registered thereunder.

         (d) The Trust and the Corporation meet the requirements for the use of
Form S-3 under the Securities Act.

         (e) No stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings therefor
have been initiated or threatened by the Commission.

         (f) The Corporation is corporation duly organized and validly existing
and in good standing under the laws of the State of New York and is licensed,
registered or qualified to conduct the business in which it is engaged in each
jurisdiction in which the conduct of its business or its ownership or the
leasing of property requires such license, registration or qualification, except
where the failure to be so licensed, registered or qualified would not have a
material adverse effect on the Corporation and its subsidiaries, taken as a
whole.

         (g) The Trust is a statutory trust organized under the Delaware Act
duly organized and validly existing and in good standing under the laws of the
State of Delaware, with power and authority to own, lease and operate its
properties and conduct its business.

         (h) The Capital Securities have been duly and validly authorized, and,
when issued and delivered pursuant to this Agreement, such Capital Securities
will be duly and validly issued and fully paid and non-assessable beneficial
interests in the Trust entitled to the benefits provided by the Trust Agreement,
which will be substantially in the form filed as an exhibit to the Registration
Statement; the Capital Securities conform in all material respects to the
description thereof contained in the Registration Statement and the Final
Prospectus.

         (i) The common securities of the Trust (the "Common Securities") have
been duly authorized on behalf of the Trust by the Corporation, as depositor of
the Trust, and upon delivery

                                       3



by the Trust to the Corporation against payment therefor as set forth in the
Trust Agreement, will be duly and validly issued and non-assessable beneficial
interests in the Trust; the issuance of the Common Securities of the Trust is
not subject to preemptive or other similar rights; the Common Securities conform
in all material respects to the description thereof contained in the
Registration Statement and the Final Prospectus; and at the Time of Delivery (as
defined in Section 3), all of the issued and outstanding Common Securities of
the Trust will be directly owned by the Corporation free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity.

         (j) The Guarantee, the Trust Agreement, the Subordinated Debentures and
the Indenture (collectively referred to as the "Corporation Agreements") have
each been duly authorized and when validly executed and delivered by the
Corporation and, in the case of the Guarantee, by the Guarantee Trustee, in the
case of the Trust Agreement, by the Property Trustee and the Delaware Trustee
and, in the case of the Indenture, by the Indenture Trustee, and, in the case of
the Subordinated Debentures, when validly issued by the Corporation and duly
authenticated and delivered by the Indenture Trustee, will constitute valid and
legally binding obligations of the Corporation, enforceable in accordance with
their respective terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights, the rights of
creditors of federally-insured depository institutions, the supervisory and
enforcement powers of applicable bank regulatory authorities and general equity
principles (whether considered as a proceeding at law or in equity); the Trust
Agreement, the Indenture and the Guarantee have each been duly qualified under
the Trust Indenture Act; the Subordinated Debentures are entitled to the
benefits of the Indenture; and the Corporation Agreements, which will each be in
substantially the form filed as an exhibit to the Registration Statement, will
conform in all material respects to the descriptions thereof in the Registration
Statement and the Final Prospectus.

         (k) The issue and sale of the Capital Securities by the Trust, the
compliance by the Trust with all of the provisions of this Agreement, the
Capital Securities and the Trust Agreement, the purchase of the Subordinated
Debentures by the Trust, the execution, delivery and performance by the Trust of
the Trust Agreement and the consummation of the transactions contemplated herein
and therein will not violate any law, rule, regulation, order, judgment or
decree applicable to the Trust or conflict with or result in a breach of or
constitute a default under any agreement or instrument (including, but not
limited to, the Trust Agreement and any organizational documents of the Trust)
by which the Trust, or its property, is bound, except where such violation,
conflict or breach would not have a material adverse effect upon the financial
condition of the Trust.

         (l) The issuance by the Corporation of the Guarantee and the
Subordinated Debentures, the compliance by the Corporation with all of the
provisions of this Agreement and the Corporation Agreements, the execution,
delivery and performance by the Corporation of this Agreement and the
Corporation Agreements, and the consummation of the transactions contemplated
herein and therein will not violate any law, rule, regulation, order, judgment
or decree applicable to the Corporation or conflict with or result in a breach
of or constitute a default under any agreement or instrument (including, but not
limited to, any charters or by-laws) by which the Corporation or its property is
bound, except where such violation, conflict or breach would not have a material
adverse effect upon the financial condition, business or results of operations
of the Corporation and its subsidiaries, taken as a whole.

                                       4



         (m) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the issue and sale of the Capital Securities and the Common Securities by
the Trust, the purchase of the Subordinated Debentures by the Trust or the
consummation by the Trust of the transactions contemplated by this Agreement or
the Trust Agreement, except such as have been, or will have been, prior to the
Time of Delivery, obtained under the Securities Act and the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws.

         (n) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the issue of the Guarantee or the Subordinated Debentures or the
consummation by the Corporation of the other transactions contemplated by this
Agreement or the Corporation Agreements, except such as have been or will have
been, prior to the Time of Delivery, obtained under the Securities Act or the
Trust Indenture Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws.

         (o) Since the respective dates as of which information is given in the
Registration Statement and the Final Prospectus and in any documents deemed to
be incorporated by reference in the Registration Statement pursuant to Item
12(b) of Form S-3, except as otherwise stated therein, there has not been any
material adverse change in the financial condition, business or results of
operations of the Corporation and its subsidiaries, taken as a whole.

         (p) Other than as set forth or contemplated in the Registration
Statement and the Final Prospectus, there are no legal or governmental
proceedings pending to which the Corporation is a party or of which any property
of the Corporation is the subject that could reasonably be expected,
individually or in the aggregate, to have a material adverse effect on the
financial position, business or results of operations of the Corporation and its
subsidiaries, taken as a whole; and, to the best of the Corporation's knowledge,
no such proceedings are threatened or contemplated by governmental authorities
or threatened by others.

         2.       Offering. The Representative has advised the Corporation that
the Underwriters will make an offering of the Capital Securities purchased by
such Underwriters hereunder on the terms and conditions set forth in the
Registration Statement AS SOON AS PRACTICABLE AFTER THIS AGREEMENT IS ENTERED
INTO.

         3.       Purchase and Delivery; Commission. The Trust hereby agrees to
sell to the Underwriters and each Underwriter, severally and not jointly, upon
the basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees to purchase from the Trust the
aggregate liquidation amount of Capital Securities set forth opposite such
Underwriter's name on Schedule 1 hereto.

         As compensation to the Underwriters for their commitments hereunder,
and in view of the fact that the proceeds of the sale of the Capital Securities
will be used by the Trust to purchase the Subordinated Debentures of the
Corporation, the Corporation hereby agrees to pay at the Time of Delivery to the
Representative, for the accounts of the several Underwriters, an

                                       5



amount equal to $____ per Capital Security for the Capital Securities to be
delivered at the Time of Delivery.

         Except as set forth in the next paragraph, the Capital Securities to be
purchased by each Underwriter hereunder will be represented by one or more
definitive global Capital Securities in book entry form which will be deposited
by or on behalf of the Trust with The Depository Trust Company ("DTC") or its
designated custodian. The Trust will deliver the Capital Securities to the
Representative, for the account of each Underwriter, against payment by or on
behalf of such Underwriter of the purchase price therefor by certified or
official bank check or checks or fedwire, payable to the order of the Trust in
Federal (same day) funds, by causing DTC to credit the Capital Securities to the
account of the Representative at DTC. The Trust will cause the certificates
representing the Capital Securities to be made available to the Representative
for checking at least 24 hours prior to the Time of Delivery at the office of
DTC or its designated custodian (the "Designated Office"). The time and date of
such delivery and payment shall be at the offices of _________, at 9:30 a.m, New
York time, on __________, _____ (the "Closing Date") or such other time and date
as the Representative, the Corporation and the Trust may agree upon in writing.
Such time and date are herein called the "Time of Delivery".

         Such Capital Securities, if any, as the Representative may request upon
at least 48 hours' prior notice to the Trust (such request to include the
authorized denominations and the names in which they are to be registered),
shall be delivered in definitive certificated form, by and on behalf of the
Trust to the Representative for the account of certain of the Underwriters,
against payment by or on behalf of such Underwriter of the purchase price
therefor by fedwire, payable to the order of the Trust in Federal (same day)
funds. The Trust will cause the certificates representing the Capital Securities
to be made available for checking and packaging at least 24 hours prior to the
Time of Delivery in New York, New York.

         4.       Conditions to Closing. The several obligations of the
Underwriters to purchase and pay for the Capital Securities will be subject to
the following conditions:

         (a) If filing of the Final Prospectus is required pursuant to Rule
424(b) of the Securities Act Regulations, the Final Prospectus shall have been
timely filed with the Commission in accordance with Rule 424(b) of the
Securities Act Regulations; and at the Closing Date, no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued under the Securities Act or proceedings therefor initiated or
threatened by the Commission.

         (b) The Underwriters shall have received, on the Closing Date, a
certificate signed by the Chairman of the Board, the President, a Vice Chairman
of the Board or any Executive or Senior Vice President and the principal
financial or accounting officer of the Corporation, dated the Closing Date, to
the effect that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus and this Agreement and that:

                  (i)      the representations and warranties of the Corporation
in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Corporation has complied in all material respects with all

                                       6



the agreements and satisfied in all material respects all the conditions on its
part to be performed or satisfied at or prior to the Closing Date;

                  (ii)     no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Corporation's knowledge, threatened; and

                  (iii)    since the date of the most recent financial
statements included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the financial condition,
business or results of operations of the Corporation and its subsidiaries taken
as a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto).

         (c) Subsequent to the date hereof or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any amendment thereof), there
shall not have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Corporation and its
subsidiaries the effect of which is, in the reasonable judgment of the
Underwriters, so material and adverse as to make it impractical or inadvisable
to proceed with the offering or the delivery of the Capital Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any amendment thereof).

         (d) The Underwriters shall have received an opinion, dated the Closing
Date, of special counsel to the Corporation, substantially in the form attached
hereto as Exhibit A. In rendering such opinion, counsel may state that they are
passing only on matters of New York and United States Federal law. In rendering
such opinion, counsel may rely upon an opinion or opinions, each dated the
Closing Date, of other counsel retained by them or the Corporation as to laws of
any jurisdiction other than the United States or the State of New York, provided
that (i) such reliance is expressly authorized by each opinion so relied upon
and a copy of each such opinion is delivered to the Underwriters, and (ii)
counsel shall state in their opinion that they and the Underwriters are
justified in relying thereon. Insofar as such opinions involve factual matters,
such counsel may rely, to the extent such counsel deems proper, upon
certificates of officers of the Corporation, its subsidiaries and the Trust and
certificates of public officials.

         (e) The Underwriters shall have received an opinion, dated the Closing
Date, of the Corporation's General Counsel, substantially in the form attached
hereto as Exhibit B. In rendering such opinion, such counsel may state that he
is passing only on matters of New York and United States Federal law. Insofar as
such opinions involve factual matters, such counsel may rely, to the extent such
counsel deems proper, upon certificates of officers of the Corporation, its
subsidiaries and the Trust, and certificates of public officials.

         (f) The Underwriters shall have received an opinion, dated the Closing
Date, of counsel to the Trust Company and Trust Delaware, substantially in the
form attached hereto as Exhibit C.

         (g) The Underwriters shall have received an opinion, dated the Closing
Date, of counsel to the Underwriters as to such matters as the Underwriters
shall reasonably request. In rendering

                                       7



such opinion, counsel may rely upon an opinion or opinions, each dated the
Closing Date, of other counsel retained by them or the Corporation as to laws of
any jurisdiction other than the United States or the State of New York, provided
that (i) such reliance is expressly authorized by each opinion so relied upon
and a copy of each such opinion is delivered to the Underwriters, and (ii)
counsel shall state in their opinion that they believe that they and the
Underwriters are justified in relying thereon. Insofar as such opinions involve
factual matters, such counsel may rely, to the extent such counsel deems proper,
upon certificates of officers of the Corporation, its subsidiaries and the Trust
and certificates of public officials.

         (h) The Underwriters shall have received an opinion, dated the Closing
Date, of special Delaware counsel to the Corporation and the Trust,
substantially to the effect and in the form attached hereto as Exhibit D.

         (i) The Capital Securities shall have received a rating from each of
two "nationally recognized statistical rating agencies" (as that term is defined
by the Commission for the purposes of Rule 436(g)(2) under the Securities Act),
each such rating to be not less than the rating set forth in the Final
Prospectus.

         (j) At the date hereof and at the Closing Date, the Underwriters shall
have received letters, dated respectively as of the date hereof and as of the
Closing Date, in form and substance reasonably satisfactory to them, from the
Corporation's independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information, including the financial information contained or incorporated by
reference in the Registration Statement as identified by the Representative.
Such letters shall also confirm that, with respect to the Corporation, they are
independent accountants within the meaning of the published rules and
regulations of the American Institute of Certified Public Accountants.

         (k) Prior to the Closing Date, the Corporation shall have furnished to
the Underwriters such further information, certificates and documents as the
Underwriters may reasonably request in connection with the offering of the
Capital Securities.

         (l) No downgrading in the rating accorded the Capital Securities or any
other debt securities of the Corporation by any "nationally recognized
statistical rating organization" shall have occurred, or any public announcement
that any such organization has under surveillance or review their ratings of the
Capital Securities or any other debt securities of the Corporation (other than
an announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating), and if, in any such
case, the effect thereof in the reasonable judgment of the Underwriters makes it
impracticable or inadvisable to proceed with the purchase of the Capital
Securities.

         5.       Covenants of the Offerors. In further consideration of the
agreements of the Underwriters herein contained, the Offerors covenant as
follows:

         (a) The Trust and the Corporation will prepare the Final Prospectus in
a form approved by the Underwriters and will file such Final Prospectus with the
Commission pursuant to the applicable subparagraph of Rule 424(b) within the
time period prescribed. The Trust and the Corporation will notify the
Underwriters immediately, and confirm the notice in writing, (i) if

                                       8



not effective at the time of execution of this Agreement, of the effectiveness
of the Registration Statement and any amendment thereto (including any
post-effective amendment), and of the filing of the Final Prospectus pursuant to
Rule 424(b), (ii) of any request by the Commission for any amendment to the
Registration Statement, or any amendment or supplement to the Final Prospectus
or for additional information, and (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement of the
suspension of the qualification of the securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for such
purpose. The Trust and the Corporation will make every reasonable effort to
prevent the issuance of any stop order or of any order suspending any such
qualification and, if any such order is issued, to obtain the lifting thereof at
the earliest possible moment.

         (b) The Trust and the Corporation will deliver to the Underwriters such
number of conformed copies of the Registration Statement as originally filed and
of each amendment thereto (including documents incorporated by reference into
the Final Prospectus and exhibits thereto) as such Underwriters may reasonably
request and copies of each Preliminary Final Prospectus, the Final Prospectus
and any amendment or supplement to such Final Prospectus.

         (c) The Trust and the Corporation will furnish to the Underwriters,
from time to time during the period when the Final Prospectus is required to be
delivered under the Securities Act, such number of copies of the Final
Prospectus (as amended or supplemented, if applicable) as they may reasonably
request for the purposes contemplated by the Securities Act or the Securities
Act Regulations.

         (d) The Trust and the Corporation will deliver to the Underwriters
notice of their intention to prepare or file any amendment to the Registration
Statement relating to the Capital Securities (including any post-effective
amendment) or any amendment or supplement to the Final Prospectus (other than
documents deemed to be incorporated by reference into the Final Prospectus)
which the Trust and the Corporation propose for use by the Underwriters in
connection with the offering of the Capital Securities and which differs from
the prospectus on file at the Commission at the time the Registration Statement
becomes effective, whether or not such revised prospectus is required to be
filed pursuant to Rule 424(b) of the Securities Act Regulations, will furnish
the Underwriters and counsel for the Underwriters with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which the Underwriters or counsel for
the Underwriters shall reasonably object.

         (e) If, during such period after the Closing Date and prior to the date
on which the distribution of Capital Securities by the Underwriters is
completed, any event shall occur as a result of which it is necessary, in the
opinion of the Offerors' counsel, to amend or supplement the Final Prospectus
(as then amended or supplemented) in order to ensure that the Final Prospectus
does not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or it is necessary to
amend or supplement the Final Prospectus to comply with law, the Trust and the
Corporation will forthwith prepare and furnish, at the Corporation's own
expense, to the Underwriters, either amendments or supplements to the Final
Prospectus so that the statements in the Final Prospectus as so amended or
supplemented will not, in the light

                                       9



of the circumstances under which they were made, be misleading or so that the
Final Prospectus will comply with law, as the case may be.

         (f) The Trust and the Corporation, during the period when the Final
Prospectus is required to be delivered under the Securities Act, will file
promptly all documents required to be filed with the Commission pursuant to
Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration
Statement becomes effective.

         (g) The Trust and the Corporation will endeavor to qualify the Capital
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as any Underwriter shall reasonably request and to pay all
reasonable expenses (including reasonable fees and disbursements of counsel) in
connection with such qualification and the printing of any memoranda concerning
the aforesaid qualification; provided, however, that neither Offeror shall be
required to qualify to do business in any jurisdiction where it is not now
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction where they are not now subject.

         (h) During the period beginning on the date hereof and continuing to
and including the Closing Date, the Trust and the Corporation will not offer,
sell, contract to sell or otherwise dispose of (other than in an offering made
exclusively outside the United States) any securities of the Corporation or the
Trust substantially similar to the Capital Securities or any securities
convertible into or exchangeable for the Capital Securities without the prior
written consent of the Underwriters.

         (i) During the period when the Capital Securities are outstanding, the
Corporation will not be or become an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the Investment Company Act.

         (j) The Corporation will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later than
18 months after the effective date of the Registration Statement, an earnings
statement or statements of the Corporation (which need not be audited) which
shall satisfy the requirements of Section 11(a) of the Securities Act and Rule
158 of the Securities Act Regulations and will advise you in writing when such
statement has been so made available.

         6.       Expenses. The Corporation covenants and agrees with the
Underwriters that the Corporation will, whether or not any sale of the Capital
Securities is consummated, pay or cause to be paid the following: (i) costs of
preparation and printing (including reasonable word processing and duplication
costs) of the Registration Statement and the Final Prospectus, and all
amendments and supplements thereto, (ii) all expenses (including reasonable fees
and disbursements of counsel to the Corporation and the Trust) payable pursuant
to Section 5(g) of this Agreement, (iii) all costs and expenses incurred in
connection with the preparation, issuance and delivery of the Capital
Securities, (iv) the fees and disbursements of the Corporation's accountants,
(v) all costs and expenses incurred in the preparation and the printing
(including word processing and duplication costs) of the Capital Securities, the
Indenture, the Guarantee Agreement, the Trust Agreement and all other documents
relating to the issuance, purchase and

                                       10



initial resale of the Capital Securities, (vi) the costs of assigning a rating
or ratings to the Capital Securities and (vii) all other costs and expenses
incident to the performance by the Corporation of its obligations hereunder
which are not otherwise specifically provided in this Section. The Underwriters
shall be responsible for all of their own expenses, including the fees of the
Underwriters' counsel, any taxes on resales of the Capital Securities by the
Underwriters and any advertising expenses connected with any offers they make.

         7.       Indemnification and Contribution

         (a) Each of the Corporation and the Trust jointly and severally agrees
to indemnify and hold harmless each Underwriter and each person, if any, who
controls each such Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final
Prospectus or any amendment or supplement thereto, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that (i) the
Corporation and the Trust shall not be liable in any such case insofar as such
losses, claims, damages or liabilities arise out of or are based upon (x) any
such untrue statement or omission made therein upon in reliance upon and in
conformity with information furnished in writing to the Corporation by the
Underwriters expressly for use therein or (y) that part of the Registration
Statement constituting the "Statement of Eligibility and Qualification" (Form
T-1) of any trustee under the Trust Indenture Act, and (ii) the foregoing
indemnity agreement with respect to the Basic Prospectus, any Preliminary Final
Prospectus, the Final Prospectus or any amendment or supplement thereto shall
not inure to the benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased Capital Securities, or any
person controlling such Underwriter, if a copy of the Final Prospectus (as then
amended or supplemented if the Corporation shall have furnished any amendments
or supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person at or prior to the written confirmation of the sale
of the Capital Securities to such persons, to the extent that the Final
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability. This indemnity agreement shall be
in addition to any liability that the Corporation or Trust may otherwise have.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Corporation, the Trust, any authorized representative of
the Corporation or the Trust and any person controlling the Corporation or the
Trust, to the same extent as the foregoing indemnity from the Corporation and
the Trust to the Underwriters, but only with reference to information furnished
in writing by such Underwriter expressly for use in the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or
any amendments or supplements thereto. The Corporation and the Trust each
acknowledge that the statements set forth in _______________ of the Basic
Prospectus, any Preliminary Final Prospectus, or the Final Prospectus constitute
the only information furnished in writing by or on behalf of the Underwriters
for use in the Registration Statement, and the Representative confirms that such
statements are correct. This indemnity agreement shall be in addition to any
liability that any Underwriter may otherwise have.

                                       11



         (c) In case any proceeding (including any governmental investigation)
shall be threatened or instituted involving any person in respect of which
indemnity may be sought pursuant to paragraph (a) or (b) of this Section 7, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing (but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party other than under this
Section 7) and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and pay the reasonable fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and the representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees and expenses of more than one separate firm for all such
indemnified parties. In the case of parties indemnified pursuant to paragraph
(a) of this Section 7, such separate firm shall be designated in writing by the
Representative. In the case of parties indemnified pursuant to paragraph (b) of
this Section 7, such separate firm shall be designated in writing by the
Corporation. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.

         (d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (b) hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Corporation and the Trust on the one hand and the Underwriters on the
other from the offering of the Capital Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Corporation and the
Trust on the one hand and of the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Corporation and the Trust on the one hand and
the Underwriters on the other in connection with the offering of such Capital
Securities shall be deemed to be in the same proportion as the total net
proceeds (before deducting expenses) from the offering of such Capital
Securities received by the Corporation bear to the total discounts and
commissions received by such Underwriter in respect thereof. The relative fault
of the Corporation and the Trust on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the

                                       12



Corporation and the Trust or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statements or omissions.

         (e) The Corporation, the Trust and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the considerations referred to in paragraph (d) of this
Section 7. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) of this
Section 7 shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.

         (f) The indemnity and contribution agreements contained in this Section
7 and the representations and warranties of the Corporation, the Trust and the
Underwriters in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of a Underwriter or any person controlling
such Underwriter, or by or on behalf of the Trust or the Corporation, its
directors or officers, any authorized representative of the Corporation or the
Trust or any person controlling the Corporation or the Trust, and (iii)
acceptance of and payment for any of the Capital Securities.

         8.       Termination.

         (a) This Agreement shall be subject to termination in the absolute
discretion of the Representative, by notice to the Corporation, if prior to the
Closing Date (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, or settlement in the trading of
securities through The Depository Trust Company[, Euroclear Bank S.A./N.V. or
Clearstream Banking, S.A.] shall have been materially disrupted, (ii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, or (iii) there shall have
occurred any material outbreak or escalation of hostilities or other calamity or
crisis, including without limitation an act of terrorism, the effect of which on
the financial markets of the United States is such as to make it, in the
reasonable judgment of the Representative, impracticable to market the Capital
Securities or to enforce contracts for the resale of Capital Securities.

         (b) The Corporation may terminate this Agreement upon written notice to
the Representative at any time at or prior to the Closing Date if the
Corporation shall receive the reasonable opinion of its special tax counsel,
following consultation with the Representative and its counsel, that there is
more than an insubstantial risk that interest payable by the Corporation on the
Subordinated Debentures will not be deductible by the Corporation for federal
income tax purposes as a result of action taken on any federal legislative tax
proposal. If this Agreement is terminated pursuant to this Section 8(b), such
termination shall be without liability of any party to any other party and each
party shall bear its own out-of-pocket expenses, except as provided in Section
7.

         9.       Pro Rata Purchase in Certain Events. If on the Closing Date
any one or more of the Underwriters shall fail or refuse to purchase Capital
Securities that it or they have agreed to

                                       13



purchase hereunder and the aggregate liquidation amount of Capital Securities
that such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate liquidation amount of
Capital Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions which the aggregate liquidation amount of
Capital Securities set forth opposite their names in Schedule 1 to this
Agreement bears to the aggregate liquidation amount of Capital Securities set
forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as the Representative may specify, to purchase the Capital
Securities that such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase on such date. If on the Closing Date any Underwriter or
Underwriters shall fail or refuse to purchase Capital Securities and the
aggregate liquidation amount of Capital Securities with respect to which such
default occurs is more than one-tenth of the aggregate liquidation amount of
Capital Securities to be purchased on such date, and arrangements satisfactory
to the Representative and the Corporation for the purchase of such Capital
Securities are not made within 36 hours after such default, this Agreement shall
thereupon terminate without liability on the part of any non-defaulting
Underwriters or of the Corporation or the Trust. In any such case either the
Representative or the Corporation shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement or in any other documents or
arrangements may be effected. An action taken under this Section 9 shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

         10.      Reimbursement upon Termination in Certain Circumstances. If
this Agreement shall be terminated by the Underwriters or any of them, because
of any failure or refusal on the part of the Corporation to comply in any
material respect with the terms or to fulfill in any material respect any of the
conditions of this Agreement, or if for any reason the Corporation shall be
unable to perform in any material respect its obligations under this Agreement,
the Corporation shall reimburse the Underwriters or such Underwriters as have so
terminated the Agreement, with respect to themselves, severally, for all
reasonable out-of-pocket expenses reasonably incurred by such Underwriters in
connection with the offering of the Capital Securities. In no event shall the
Corporation be liable to the Underwriters for loss of anticipated profits from
the transactions contemplated by this Agreement.

         11.      Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         12.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                                       14



         Please confirm that the foregoing correctly sets forth the agreement
among the Trust, the Corporation and the several Underwriters by having an
authorized officer sign a copy of this Agreement in the space set forth below
and by returning the signed copy to us.

Very truly yours,

M&T BANK CORPORATION

By: ____________________________
Name: __________________________
Title: _________________________

M&T BANK CAPITAL TRUST _________

By: M&T BANK CORPORATION, on behalf of M&T Bank Capital Trust _________

By: ____________________________
Name: __________________________
Title: _________________________

Accepted by:

[REPRESENTATIVE],
as representative of the several
Underwriters named in Schedule 1 hereto

By: ____________________________
Name: __________________________
Title: _________________________

                                       15



                             SCHEDULE 1



UNDERWRITER                     AMOUNT
- -----------                     ------
                             
                                $

  TOTAL                         $


                                       16



                                   SCHEDULE 2

                                REPRESENTATIVE(S)

                                       17



                                    EXHIBIT A

The opinion of special counsel to the Corporation to be delivered pursuant to
Section 4(d) of the Underwriting Agreement shall be substantially to the effect
that:

1. The Underwriting Agreement has been duly authorized, executed and delivered
by the Corporation.

2. The Trust Agreement has been duly authorized, executed and delivered by the
Corporation, and is a valid and binding obligation of the Corporation.

3. The Guarantee Agreement has been duly authorized, executed and delivered by
the Corporation and is a valid and binding obligation of the Corporation
enforceable against the Corporation in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights, the rights of creditors of
federally-insured depository institutions, the supervisory and enforcement
powers of applicable bank regulatory authorities and general equity principles
(whether considered as a proceeding at law or in equity) and an implied covenant
of good faith and fair dealing.

4. The Indenture has been duly authorized, executed and delivered by the
Corporation, has been duly qualified under the Trust Indenture Act, and is a
valid and binding agreement of the Corporation, enforceable against the
Corporation in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights, the rights of creditors of federally-insured
depository institutions, the supervisory and enforcement powers of applicable
bank regulatory authorities and general equity principles (whether considered as
a proceeding at law or in equity) and an implied covenant of good faith and fair
dealing.

5. The Subordinated Debentures have been duly authorized, executed and delivered
by the Corporation and when duly authenticated in accordance with the Indenture
and delivered and paid for in accordance with the Underwriting Agreement, will
be valid and binding obligations of the Corporation, entitled to the benefits of
the Indenture and enforceable against the Corporation in accordance with their
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights, the rights of
creditors of federally-insured depository institutions, the supervisory and
enforcement powers of applicable bank regulatory authorities and general equity
principles (whether considered as a proceeding at law or in equity) and an
implied covenant of good faith and fair dealing.

6. The Trust is not an "investment company" or an entity "controlled" by an
"investment company," as such terms are defined in Investment Company Act of
1940, as amended.

7. The statements set forth in the Final Prospectus under the captions "Capital
Securities and Related Instruments," "Junior Subordinated Debentures,"
"Guarantees" and "Relationship

                                       18



Among the Capital Securities and the Related Instruments" insofar as they
purport to describe the provisions of the laws and documents referred to
therein, fairly summarize the matters described therein.

8. The Registration Statement was declared effective under the Securities Act as
of the date and time specified in such opinion and, to the best of such
counsel's knowledge and information without independent investigation, no stop
order suspending the effectiveness of the Registration Statement has been issued
under the Securities Act and no proceedings therefor have been initiated or
threatened by the Commission.

9. The statements of law or legal conclusions and opinions set forth in the
Final Prospectus under the caption "Certain United States Federal Income Tax
Consequences," subject to the assumptions and conditions described therein,
accurately reflect our opinion in all material respects.

                                       19



                                    EXHIBIT B

The opinion of its General Counsel to be delivered by the Corporation pursuant
to Section 4(e) of the Underwriting Agreement shall be substantially to the
effect that:

1. The Corporation is validly organized and presently subsisting under the laws
of the State of New York, with requisite corporate power and authority to own
its properties and conduct its business as described in the Final Prospectus,
except for such power and authority the absence of which would not have a
material adverse effect on the Corporation on a consolidated basis, and the
Corporation is duly registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.

2. Manufacturers and Traders Trust Company ("M&T Bank") has been duly organized
as a banking corporation under the laws of the State of New York and is existing
in good standing under the laws of the State of New York, with corporate power
and authority to conduct its business as described in the Final Prospectus.

3. No consent, approval, authorization or order of any court or governmental
agency, authority, or body is required for the consummation by the Corporation
of the transactions contemplated by the Underwriting Agreement, except those
that have been obtained; it being understood that I express no opinion as to the
securities or Blue Sky laws of any jurisdiction.

4. The issuance and sale of the Capital Securities and the Subordinated
Debentures and the execution, delivery and performance by the Corporation and
the Trust of the Underwriting Agreement, the Indenture, the Guarantee Agreement
and the Trust Agreement will not violate the Certificate of Incorporation or
Bylaws of the Corporation, as amended to date, or any material agreement or
other instrument known to him to which the Corporation or the Trust is a party
or any material order or regulation known to him to be applicable to the
Corporation or the Trust of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Corporation or the
Trust.

5. To the best of my knowledge, there is no pending or threatened action, suit
or proceeding before any court or governmental agency, authority or body or any
arbitrator involving the Corporation or any of its subsidiaries of a character
required to be disclosed in the Registration Statement which is not adequately
disclosed in the Registration Statement and the Final Prospectus, and there is
no franchise, contract or other document of a character required to be described
in the Registration Statement or the Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the statements
included or incorporated in the Registration Statement and the Final Prospectus
describing any legal proceedings or material contracts or agreements relating to
the Corporation fairly summarize such matters.


                                       20


Such counsel shall further state that nothing has come to his attention that has
caused him to believe that the Registration Statement, at the time it became
effective (except for the financial statements and schedules and other financial
or statistical data contained or incorporated therein, as to which he need
express no belief), contained any untrue statement of a material fact or omitted
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or that the Final Prospectus (except for the financial
statements and schedules and other financial or statistical data contained or
incorporated therein, as to which he need express no belief), contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


                                       21



                                    EXHIBIT C

The opinion of counsel to the Trust Company and Trust Delaware to be delivered
pursuant to Section 4(f) of the Underwriting Agreement shall be substantially to
the effect that:

1. The Trust Company is duly incorporated and is validly existing in good
standing as a banking corporation with trust powers under the laws of the State
of New York.

2. Trust Delaware is duly incorporated and is validly existing in good standing
as a banking corporation with trust powers under the laws of the State of
Delaware.

3. The Indenture Trustee has the requisite power and authority to execute,
deliver and perform its obligations under the Indenture, and has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of the Indenture.

4. The Guarantee Trustee has the requisite power and authority to execute,
deliver and perform its obligations under the Guarantee Agreement, and has taken
all necessary corporate action to authorize the execution, delivery and
performance by it of the Guarantee Agreement.

5. The Property Trustee has the requisite power and authority to execute and
deliver the Trust Agreement, and has taken all necessary corporate action to
authorize the execution and delivery of the Trust Agreement.

6. The Delaware Trustee has the requisite power and authority to execute and
deliver the Trust Agreement, and has taken all necessary corporate action to
authorize the execution and delivery of the Trust Agreement.

7. Each of the Indenture and the Guarantee Agreement has been duly executed and
delivered by the Indenture Trustee and the Guarantee Trustee, respectively, and
constitutes a legal, valid and binding obligation of the Indenture Trustee and
the Guarantee Trustee, respectively, enforceable against the Indenture Trustee
and the Guarantee Trustee, respectively in accordance with its respective terms,
except that certain payment obligations may be enforceable solely against the
assets of the Trust and except that such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
conveyance and transfer or other similar laws applicable to Delaware or New York
banking corporations, as the case may be, affecting the enforcement of
creditors' rights generally, and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

8. The Trust Agreement has been duly executed and delivered by the Property
Trustee, and constitutes a legal, valid and binding obligation of the Property
Trustee.

9. The Subordinated Debentures delivered on the date hereof have been duly
authenticated by the Indenture Trustee in accordance with the terms of the
Indenture.

                                       22



                                    EXHIBIT D

The opinion of special Delaware counsel to the Corporation and the Trust to be
delivered pursuant to Section 4(h) of the Underwriting Agreement shall be
substantially to the effect that:

1. The Trust has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act (Chapter 38, Title 12, of
the Delaware Business Code, 12 Del. C. Section 3801 et seq.) (the "Delaware
Act"), with the statutory trust power and authority to own its property and to
conduct its business as described in the Registration Statement and to execute
and deliver, and to perform its obligations under, the Underwriting Agreement,
and issue and perform its obligations under the Capital Securities and the
Common Securities.

2. The Capital Securities have been duly authorized for issuance by the Trust
Agreement and, when issued and delivered in accordance with the terms of the
Trust Agreement, against payment of the consideration as set forth in the
Underwriting Agreement, the Capital Securities will be validly issued and
(subject to the terms of the Trust Agreement) fully paid and non-assessable
undivided beneficial interests in the assets of the Trust. The Holders of the
Capital Securities will be entitled to the benefits of the Trust Agreement
(subject to the limitations set forth in Paragraph 5 below) and will be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the Delaware General Corporation Law;
provided that we express no opinion as to any Holder of a Capital Security that
is, was, or becomes a named Trustee of the Trust. We note that the Holders of
Capital Securities will be required to make payment or provide indemnity or
security as set forth in the Trust Agreement.

3. The Common Securities have been duly authorized for issuance by the Trust
Agreement and, when issued and delivered by the Trust to the Corporation against
payment therefor in accordance with the terms of the Trust Agreement and as
described in the Registration Statement, will be validly issued and (subject to
the terms of the Trust Agreement) fully paid and non-assessable undivided
beneficial interests in the assets of the Trust. We note that the Holders of
Common Securities will be liable for the debts and obligations of the Trust to
the extent provided in the Trust Agreement and will be required to make payment
or provide indemnity or security as set forth in the Trust Agreement.

4. Under the Delaware Act and the Trust Agreement, the issuance of the Capital
Securities and the Common Securities is not subject to preemptive or other
similar rights.

5. All necessary trust action has been taken to duly authorize the execution,
delivery and performance by the Trust of the Underwriting Agreement.

6. The Trust Agreement constitutes a valid and binding obligation of the
Corporation and the Delaware Trustee, enforceable against the Corporation and
the Delaware Trustee in accordance with its terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency, receivership,
liquidation, fraudulent conveyance, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and
remedies, (ii) general principles of equity (regardless of whether considered
and applied in a proceeding in

                                       23



equity or at law) and (iii) considerations of public policy and the effect of
applicable law relating to fiduciary duties.

7. The issuance and sale by the Trust of the Capital Securities and the Common
Securities, the purchase by the Trust of the Subordinated Debentures, the
execution, delivery and performance by the Trust of the Underwriting Agreement,
the consummation by the Trust of the transactions contemplated by the
Underwriting Agreement and the compliance by the Trust with its obligations
thereunder will not violate (i) any of the provisions of the Certificate of
Trust or the Trust Agreement or (ii) any applicable Delaware law or
administrative regulation.

8. Assuming that the Trust derives no income from or connected with services
provided within the State of Delaware and has no assets, activities (other than
having a Delaware Trustee as required by the Delaware Act and the filing of
documents with the Secretary of State of the State of Delaware) or employees in
the State of Delaware, no filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any Delaware court or
Delaware governmental authority or agency (other than as may be required under
the securities or blue sky laws of the State of Delaware as to which we express
no opinion) is required to be obtained by the Trust in connection with the
issuance and sale or delivery of the Capital Securities.

                                       24



                                                                    Exhibit 1(b)

                              M&T BANK CORPORATION

                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

Dear Ladies and Gentlemen:

         M&T Bank Corporation, a New York corporation (the "Corporation")
proposes, upon the terms and conditions set forth herein, to issue and sell the
principal amount of its debt securities identified in Schedule 1 hereto (the
"Debt Securities") to the underwriters named in Schedule 2 hereto (collectively,
the "Underwriters"), for whom the person(s) named in Schedule 3 hereto (the
"Representative(s)") is acting as representative. The Debt Securities are to be
issued pursuant to the terms of an indenture dated as of ____________, _______
(the "Indenture"), between the Corporation and ____________________, as trustee
(the "Trustee").

         The Corporation has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-_______),
including a basic prospectus, for the registration of the Debt Securities under
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder (the "Securities Act Regulations"). The Corporation has
prepared and filed such amendments thereto, if any, and such amended preliminary
prospectuses, if any, as may have been required to the date hereof, and will
file such additional amendments thereto and such amended prospectuses as may
hereafter be required. The registration statement has been declared effective
under the Securities Act by the Commission. The registration statement as
amended at the time it became effective (including the Prospectus (as defined
below) and the documents incorporated by reference therein pursuant to the
section therein entitled "Where You Can Find More Information", all
information deemed to be a part of the registration statement at the time it
became effective pursuant to Rule 430A(b) of the Securities Act Regulations),
any post-effective amendment to such registration statement which becomes
effective prior to the Closing Date (as defined below) and any registration
statement filed pursuant to Rule 462(b) under the Securities Act is hereinafter
called the "Registration Statement." The term the "Effective Date" shall mean
each date that the Registration Statement and any post effective amendment or
amendments thereto became or become effective. "Basic Prospectus" shall mean the
prospectus referred to in the first sentence of this paragraph above contained
in the Registration Statement at the Effective Date. "Preliminary Final
Prospectus" shall mean any preliminary prospectus supplement to the Basic
Prospectus which describes the Debt Securities and the offering thereof and is
used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement or term



sheet relating to the Debt Securities that is first filed pursuant to Rule
424(b) or Rule 434 after the date and time this Agreement is executed and
delivered by the parties, together with the Basic Prospectus or, if no filing
pursuant to Rule 424(b) or Rule 434 is required, shall mean the form of final
prospectus relating to the Securities, including the Basic Prospectus, included
in the Registration Statement at the Effective Date.

         The Corporation hereby agrees with the Underwriters as follows:

         1.       Representations and Warranties. The Corporation represents and
warrants to the Underwriters that as of the date hereof and on the Closing Date
(as hereinafter defined):

         (a) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with Rule
424(b) or Rule 434 and on the Closing Date, the Final Prospectus will conform,
in all material respects with the requirements of the Securities Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to the documents incorporated by reference, the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the applicable rules and regulations
under said acts; the Indenture conforms in all material respects with the
requirements of the Trust Indenture Act, and the applicable rules and
regulations thereunder; the Registration Statement did not, and any amendment
thereto will not, in each case as of the Effective Date, contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made not misleading; and the Final Prospectus and any
amendment or supplement thereto will not, as of the applicable filing date and
at the Closing Date (as hereinafter defined), contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they were made,
not misleading; provided, however, that the representations and warranties in
this subsection shall not apply to (i) statements in or omissions from the
Registration Statement or the Final Prospectus made in reliance upon and in
conformity with information furnished to the Corporation by or on behalf of any
Underwriter in writing expressly for use in the Registration Statement or the
Final Prospectus or (ii) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee.

         (b) The documents incorporated by reference in the Prospectus pursuant
to the section therein entitled "Where You Can Find More Information," at the
time they were filed with the Commission, complied in all material respects with
the requirements of the Securities Act and the Securities Act Regulations, and
did not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading.

         (c) The Corporation is not an open-end investment company, unit
investment trust or face-amount certificate company that is, or is required to
be, registered under Section 8 of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), nor is the Corporation a closed-end investment
company required to be registered but not registered thereunder.

         (d) The Corporation meets the requirements for the use of Form S-3
under the Securities Act.

                                       2



         (e) No stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings therefor
have been initiated or threatened by the Commission.

         (f) The Corporation is a corporation duly organized and validly
existing and in good standing under the laws of the State of New York and is
licensed, registered or qualified to conduct the business in which it is engaged
in each jurisdiction in which the conduct of its business or its ownership or
the leasing of property requires such license, registration or qualification,
except where the failure to be so licensed, registered or qualified would not
have a material adverse effect on the Corporation and its subsidiaries, taken as
a whole.

         (g) The Debt Securities have been duly and validly authorized, and,
when duly executed, authenticated and delivered pursuant to this Agreement and
the Indenture against payment of consideration therefor in accordance with this
Agreement, such Debt Securities will be valid and legally binding obligations of
the Corporation enforceable in accordance with their terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights, the rights of creditors of
federally-insured depository institutions, the supervisory and enforcement
powers of applicable bank regulatory authorities and general equity principles
(whether considered as a proceeding at law or in equity) and will be entitled to
the benefits of the Indenture; the Indenture has been duly qualified under the
Trust Indenture Act; the Indenture and the Debt Securities conform in all
material respects to the description thereof contained in the Registration
Statement and the Final Prospectus.

         (h) The Indenture has been duly authorized by the Corporation and when
validly executed and delivered by the Corporation and the Trustee will
constitute a valid and legally binding obligation of the Corporation,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights, the rights of creditors of federally-insured depository institutions,
the supervisory and enforcement powers of applicable bank regulatory authorities
and general equity principles (whether considered as a proceeding at law or in
equity).

         (i) The issue and delivery of the Debt Securities, the compliance by
the Corporation with all of the provisions of this Agreement, the Debt
Securities and the Indenture, the execution, delivery and performance by the
Corporation of this Agreement and the Indenture and the consummation of the
transactions contemplated herein and therein will not violate any law, rule,
regulation, order, judgment or decree applicable to the Corporation or conflict
with or result in a breach of or constitute a default under any agreement or
instrument (including, but not limited to, any charters or by-laws) by which the
Corporation or its property is bound, except where such violation, conflict or
breach would not have a material adverse effect upon the financial condition,
business or results of operations of the Corporation and its subsidiaries, taken
as a whole.

         (j) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the consummation by the Corporation of the transactions contemplated by this
Agreement or the Indenture, except such as have been or

                                       3



will have been, prior to the Time of Delivery, obtained under the Securities Act
or the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the issuance by the Corporation of the Debt
Securities.

         (k) Since the respective dates as of which information is given in the
Registration Statement and the Final Prospectus and in any documents deemed to
be incorporated by reference in the Registration Statement pursuant to Item
12(b) of Form S-3, except as otherwise stated therein, there has not been any
material adverse change in the financial condition, business or results of
operations of the Corporation and its subsidiaries, taken as a whole.

         (l) Other than as set forth or contemplated in the Registration
Statement and the Final Prospectus, there are no legal or governmental
proceedings pending to which the Corporation is a party or of which any property
of the Corporation is the subject that could reasonable be expected,
individually or in the aggregate, to have a material adverse effect on the
financial position, business or results of operations of the Corporation and its
subsidiaries, taken as a whole; and, to the best of the Corporation's knowledge,
no such proceedings are threatened or contemplated by governmental authorities
or threatened by others.

         2.       Offering. The Representative has advised the Corporation that
the Underwriters will make an offering of the Debt Securities purchased by such
Underwriters hereunder on the terms and conditions set forth in the Registration
Statement AS SOON AS PRACTICABLE AFTER THIS AGREEMENT IS ENTERED INTO.

         3.       Purchase and Delivery; Commission. The Corporation hereby
agrees to sell to the Underwriters and each Underwriter, severally and not
jointly, upon the basis of the representations and warranties herein contained,
but subject to the conditions hereinafter stated, agrees to purchase from the
Corporation, at the purchase price set forth in Schedule 1 hereto, the principal
amount of Debt Securities set forth opposite such Underwriter's name on Schedule
2 hereto.

         Except as set forth in the next paragraph, the Debt Securities to be
purchased by each Underwriter hereunder will be represented by one or more
definitive global Debt Securities in book entry form which will be deposited by
or on behalf of the Corporation with The Depository Trust Company ("DTC") or its
designated custodian. The Corporation will deliver the Debt Securities to the
Representative, for the account of each Underwriter, against payment by or on
behalf of such Underwriter of the purchase price therefor by certified or
official bank check or checks or fedwire, payable to the order of the
Corporation in Federal (same day) funds, by causing DTC to credit the Debt
Securities to the account of the Representative at DTC. The Corporation will
cause the certificates representing the Debt Securities to be made available to
the Representative for checking at least 24 hours prior to the Time of Delivery
at the office of DTC or its designated custodian (the "Designated Office"). The
time and date of such delivery and payment shall be at the offices of _________,
at 9:30 a.m, New York time, on __________, _____ (the "Closing Date") or such
other time and date as the Representative and the Corporation may agree upon in
writing. Such time and date are herein called the "Time of Delivery".

                                       4



         Such Debt Securities, if any, as the Representative may request upon at
least 48 hours' prior notice to the Corporation (such request to include the
authorized denominations and the names in which they are to be registered),
shall be delivered in definitive certificated form, by and on behalf of the
Corporation to the Representative for the account of certain of the
Underwriters, against payment by or on behalf of such Underwriter of the
purchase price therefor by fedwire, payable to the order of the Corporation in
Federal (same day) funds. The Corporation will cause the certificates
representing the Debt Securities to be made available for checking and packaging
at least 24 hours prior to the Time of Delivery in New York, New York.

         4.       Conditions to Closing. The several obligations of the
Underwriters to purchase and pay for the Debt Securities will be subject to the
following conditions:

         (a) If filing of the Final Prospectus is required pursuant to Rule
424(b) or Rule 434 of the Securities Act Regulations, the Final Prospectus shall
have been timely filed with the Commission in accordance with Rule 424(b) or
Rule 434 of the Securities Act Regulations; and at the Closing Date, no stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued under the Securities Act or proceedings therefor
initiated or threatened by the Commission.

         (b) The Underwriters shall have received, on the Closing Date, a
certificate signed by the Chairman of the Board, the President, a Vice Chairman
of the Board or any Executive or Senior Vice President and the principal
financial or accounting officer of the Corporation, dated the Closing Date, to
the effect that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus and this Agreement and that:

                  (i)      the representations and warranties of the Corporation
in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Corporation has complied in all material respects with all the agreements and
satisfied in all material respects all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;

                  (ii)     no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Corporation's knowledge, threatened; and

                  (iii)    since the date of the most recent financial
statements included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the financial condition,
business or results of operations of the Corporation and its subsidiaries taken
as a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto).

         (c) Subsequent to the date hereof or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any amendment thereof), there
shall not have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Corporation and its
subsidiaries the effect of which is, in the reasonable judgment of the
Underwriters, so material and

                                       5



adverse as to make it impractical or inadvisable to proceed with
the offering or the delivery of the Debt Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof) and the Final
Prospectus (exclusive of any amendment thereof).

         (d) The Underwriters shall have received an opinion, dated the Closing
Date, of the Corporation's General Counsel, substantially in the form attached
hereto as Exhibit A. In rendering such opinion, such counsel may state that he
is passing only on matters of New York and United States Federal law. Insofar as
such opinions involve factual matters, such counsel may rely, to the extent such
counsel deems proper, upon certificates of officers of the Corporation and its
subsidiaries and certificates of public officials.

         (e) The Underwriters shall have received an opinion, dated the Closing
Date, of counsel to the Underwriters as to such matters as the Underwriters
shall reasonably request. In rendering such opinion, counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by
them or the Corporation as to laws of any jurisdiction other than the United
States or the State of New York, provided that (i) such reliance is expressly
authorized by each opinion so relied upon and a copy of each such opinion is
delivered to the Underwriters, and (ii) counsel shall state in their opinion
that they believe that they and the Underwriters are justified in relying
thereon. Insofar as such opinions involve factual matters, such counsel may
rely, to the extent such counsel deems proper, upon certificates of officers of
the Corporation and its subsidiaries and certificates of public officials.

         (f) The Debt Securities shall have received a rating from each of two
"nationally recognized statistical rating agencies" (as that term is defined by
the Commission for the purposes of Rule 436(g)(2) under the Securities Act),
each such rating to be not less than the rating set forth in the Final
Prospectus.

         (g) At the date hereof and at the Closing Date, the Underwriters shall
have received letters, dated respectively as of the date hereof and as of the
Closing Date, in form and substance reasonably satisfactory to them, from the
Corporation's independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information, including the financial information contained or incorporated by
reference in the Registration Statement as identified by the Representative.
Such letters shall also confirm that, with respect to the Corporation, they are
independent accountants within the meaning of the published rules and
regulations of the American Institute of Certified Public Accountants.

         (h) Prior to the Closing Date, the Corporation shall have furnished to
the Underwriters such further information, certificates and documents as the
Underwriters may reasonably request in connection with the offering of the Debt
Securities.

         (i) No downgrading in the rating accorded the Debt Securities or any
other debt securities of the Corporation by any "nationally recognized
statistical rating organization" shall have occurred, or any public announcement
that any such organization has under surveillance or review their ratings of the
Debt Securities or any other debt securities of the Corporation (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating), and if, in any such
case, the effect thereof in the

                                       6



reasonable judgment of the Underwriters makes it impracticable or inadvisable to
proceed with the purchase of the Debt Securities.

         5.       Covenants of the Corporation. In further consideration of the
agreements of the Underwriters herein contained, the Corporation covenants as
follows:

         (a) The Corporation will prepare the Final Prospectus in a form
approved by the Underwriters and will file such Final Prospectus with the
Commission pursuant to the applicable subparagraph of Rule 424(b) or Rule 434
within the time period prescribed. The Corporation will notify the Underwriters
immediately, and confirm the notice in writing, (i) if not effective at the time
of execution of this Agreement, of the effectiveness of the Registration
Statement and any amendment thereto (including any post-effective amendment),
and of the filing of the Final Prospectus pursuant to Rule 424(b) or Rule 434,
(ii) of any request by the Commission for any amendment to the Registration
Statement, or any amendment or supplement to the Final Prospectus or for
additional information, and (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement of the
suspension of the qualification of the securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for such
purpose. The Corporation will make every reasonable effort to prevent the
issuance of any stop order or of any order suspending any such qualification
and, if any such order is issued, to obtain the lifting thereof at the earliest
possible moment.

         (b) The Corporation will deliver to the Underwriters such number of
conformed copies of the Registration Statement as originally filed and of each
amendment thereto (including documents incorporated by reference into the Final
Prospectus and exhibits thereto) as such Underwriters may reasonably request and
copies of each Preliminary Final Prospectus, the Final Prospectus and any
amendment or supplement to such Final Prospectus.

         (c) The Corporation will furnish to the Underwriters, from time to time
during the period when the Final Prospectus is required to be delivered under
the Securities Act, such number of copies of the Final Prospectus (as amended or
supplemented, if applicable) as they may reasonably request for the purposes
contemplated by the Securities Act or the Securities Act Regulations.

         (d) The Corporation will deliver to the Underwriters notice of its
intention to prepare or file any amendment to the Registration Statement
relating to the Debt Securities (including any post-effective amendment) or any
amendment or supplement to the Final Prospectus (other than documents deemed to
be incorporated by reference into the Final Prospectus) which the Corporation
proposes for use by the Underwriters in connection with the offering of the Debt
Securities and which differs from the prospectus on file at the Commission at
the time the Registration Statement becomes effective, whether or not such
revised prospectus is required to be filed pursuant to Rule 424(b) of the
Securities Act Regulations, will furnish the Underwriters and counsel for the
Underwriters with copies of any such amendment or supplement a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not
file any such amendment or supplement or use any such prospectus to which the
Underwriters or counsel for the Underwriters shall reasonably object.

                                       7



         (e) If, during such period after the Closing Date and prior to the date
on which the distribution of Debt Securities by the Underwriters is completed,
any event shall occur as a result of which it is necessary, in the opinion of
the Corporation's counsel, to amend or supplement the Final Prospectus (as then
amended or supplemented) in order to ensure that the Final Prospectus does not
contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or it is necessary to amend or
supplement the Final Prospectus to comply with law, the Corporation will
forthwith prepare and furnish, at the Corporation's own expense, to the
Underwriters, either amendments or supplements to the Final Prospectus so that
the statements in the Final Prospectus as so amended or supplemented will not,
in the light of the circumstances under which they were made, be misleading or
so that the Final Prospectus will comply with law, as the case may be.

         (f) The Corporation, during the period when the Final Prospectus is
required to be delivered under the Securities Act, will file promptly all
documents required to be filed with the Commission pursuant to Section 13, 14 or
15 of the Exchange Act subsequent to the time the Registration Statement becomes
effective.

         (g) The Corporation will endeavor to qualify the Debt Securities for
offer and sale under the securities or blue sky laws of such jurisdictions as
any Underwriter shall reasonably request and to pay all reasonable expenses
(including reasonable fees and disbursements of counsel) in connection with such
qualification and the printing of any memoranda concerning the aforesaid
qualification; provided, however, that the Corporation shall not be required to
qualify to do business in any jurisdiction where it is not now qualified or to
take any action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now subject.

         (h) During the period beginning on the date hereof and continuing to
and including the Closing Date, the Corporation will not offer, sell, contract
to sell or otherwise dispose of (other than in an offering made exclusively
outside the United States) any securities of the Corporation substantially
similar to the Debt Securities or any securities convertible into or
exchangeable for the Debt Securities without the prior written consent of the
Underwriters.

         (i) During the period when the Debt Securities are outstanding, the
Corporation will not be or become an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the Investment Company Act.

         (j) The Corporation will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later than
18 months after the effective date of the Registration Statement, an earnings
statement or statements of the Corporation (which need not be audited) which
shall satisfy the requirements of Section 11(a) of the Securities Act and Rule
158 of the Securities Act Regulations and will advise you in writing when such
statement has been so made available.

         6.       Expenses. The Corporation covenants and agrees with the
Underwriters that the Corporation will, whether or not any sale of the Debt
Securities is consummated, pay or cause to be paid the following: (i) costs of
preparation and printing (including reasonable word processing

                                       8



and duplication costs) of the Registration Statement and the Final Prospectus,
and all amendments and supplements thereto, (ii) all expenses (including
reasonable fees and disbursements of counsel to the Corporation) payable
pursuant to Section 5(g) of this Agreement, (iii) all costs and expenses
incurred in connection with the preparation, issuance and delivery of the Debt
Securities, (iv) the fees and disbursements of the Corporation's accountants,
(v) all costs and expenses incurred in the preparation and the printing
(including word processing and duplication costs) of the Debt Securities and the
Indenture and all other documents relating to the issuance, purchase and initial
resale of the Debt Securities, (vi) the costs of assigning a rating or ratings
to the Debt Securities and (vii) all other costs and expenses incident to the
performance by the Corporation of its obligations hereunder which are not
otherwise specifically provided in this Section. The Underwriters shall be
responsible for all of their own expenses, including the fees of the
Underwriters' counsel, any taxes on resales of the Debt Securities by the
Underwriters and any advertising expenses connected with any offers they make.

         7.       Indemnification and Contribution

         (a) The Corporation agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls each such Underwriter within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus, the Final Prospectus or any amendment or
supplement thereto, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made,
not misleading; provided, however, that (i) the Corporation shall not be liable
in any such case insofar as such losses, claims, damages or liabilities arise
out of or are based upon (x) any such untrue statement or omission made therein
upon in reliance upon and in conformity with information furnished in writing to
the Corporation by the Underwriters expressly for use therein or (y) that part
of the Registration Statement constituting the "Statement of Eligibility and
Qualification" (Form T-1) of the Trustee under the Trust Indenture Act, and (ii)
the foregoing indemnity agreement with respect to the Basic Prospectus, any
Preliminary Final Prospectus, the Final Prospectus or any amendment or
supplement thereto shall not inure to the benefit of any Underwriter from whom
the person asserting any such losses, claims, damages or liabilities purchased
Debt Securities, or any person controlling such Underwriter, if a copy of the
Final Prospectus (as then amended or supplemented if the Corporation shall have
furnished any amendments or supplements thereto) was not sent or given by or on
behalf of such Underwriter to such person at or prior to the written
confirmation of the sale of the Debt Securities to such persons, to the extent
that the Final Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such loss, claim, damage or liability. This indemnity
agreement shall be in addition to any liability that the Corporation may
otherwise have.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Corporation and any authorized representative of the
Corporation and any person controlling the Corporation, to the same extent as
the foregoing indemnity from the Corporation to the Underwriters, but only with
reference to information furnished in writing by such Underwriter expressly for
use in the Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus, the Final Prospectus or any amendments or supplements thereto. The
Corporation

                                       9



acknowledges that the statements set forth in _______________ of the Basic
Prospectus, any Preliminary Final Prospectus, or the Final Prospectus constitute
the only information furnished in writing by or on behalf of the Underwriters
for use in the Registration Statement, and the Representative confirms that such
statements are correct. This indemnity agreement shall be in addition to any
liability that any Underwriter may otherwise have.

         (c) In case any proceeding (including any governmental investigation)
shall be threatened or instituted involving any person in respect of which
indemnity may be sought pursuant to paragraph (a) or (b) of this Section 7, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing (but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party other than under this
Section 7) and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and pay the reasonable fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and the representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees and expenses of more than one separate firm for all such
indemnified parties. In the case of parties indemnified pursuant to paragraph
(a) of this Section 7, such separate firm shall be designated in writing by the
Representative. In the case of parties indemnified pursuant to paragraph (b) of
this Section 7, such separate firm shall be designated in writing by the
Corporation. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.

         (d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (b) hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Corporation on the one hand and the Underwriters on the other from the
offering of the Debt Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Corporation on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Corporation on the one hand and the Underwriters on the other in connection with
the offering of such Debt Securities shall be deemed to be in the same
proportion as the total net proceeds (before deducting expenses) from the
offering of such Debt Securities received by the Corporation bear to the total

                                       10



discounts and commissions received by such Underwriter in respect thereof. The
relative fault of the Corporation on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Corporation or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statements or
omissions.

         (e) The Corporation and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the considerations referred to in paragraph (d) of this Section 7.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) of this Section 7
shall be deemed to include, subject to the limitations set forth above, any
reasonable legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.

         (f) The indemnity and contribution agreements contained in this Section
7 and the representations and warranties of the Corporation and the Underwriters
in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of a Underwriter or any person controlling such Underwriter, or by or on
behalf of the Corporation, its directors or officers, any authorized
representative of the Corporation or any person controlling the Corporation, and
(iii) acceptance of and payment for any of the Debt Securities.

         8.       Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representative, by notice to the Corporation, if
prior to the Closing Date (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, or settlement in
the trading of securities through The Depository Trust Company, Euroclear Bank
S.A./N.V. or Clearstream Banking, S.A. shall have been materially disrupted,
(ii) a general moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State authorities, or (iii)
there shall have occurred any material outbreak or escalation of hostilities or
other calamity or crisis, including without limitation an act of terrorism, the
effect of which on the financial markets of the United States is such as to make
it, in the reasonable judgment of the Representative, impracticable to market
the Debt Securities or to enforce contracts for the resale of Debt Securities.

         9.       Pro Rata Purchase in Certain Events. If on the Closing Date
any one or more of the Underwriters shall fail or refuse to purchase Debt
Securities that it or they have agreed to purchase hereunder and the aggregate
amount of Debt Securities that such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate amount of Debt Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions which the aggregate
amount of Debt Securities set forth opposite their names in Schedule 2 to this
Agreement bears to the aggregate amount of Debt Securities set forth opposite
the names of all such non-defaulting Underwriters, or in such other proportions
as the Representative may specify, to purchase the Debt Securities that such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date. If on the Closing Date any Underwriter or Underwriters shall fail
or refuse to purchase Debt

                                       11



Securities and the aggregate amount of Debt Securities with respect to which
such default occurs is more than one-tenth of the aggregate amount of Debt
Securities to be purchased on such date, and arrangements satisfactory to the
Representative and the Corporation for the purchase of such Debt Securities are
not made within 36 hours after such default, this Agreement shall thereupon
terminate without liability on the part of any non-defaulting Underwriters or of
the Corporation. In any such case either the Representative or the Corporation
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement or in any other documents or arrangements may be effected. An action
taken under this Section 9 shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.

         10.      Reimbursement upon Termination in Certain Circumstances. If
this Agreement shall be terminated by the Underwriters or any of them, because
of any failure or refusal on the part of the Corporation to comply in any
material respect with the terms or to fulfill in any material respect any of the
conditions of this Agreement, or if for any reason the Corporation shall be
unable to perform in any material respect its obligations under this Agreement,
the Corporation shall reimburse the Underwriters or such Underwriters as have so
terminated the Agreement, with respect to themselves, severally, for all
reasonable out-of-pocket expenses reasonably incurred by such Underwriters in
connection with the offering of the Debt Securities. In no event shall the
Corporation be liable to the Underwriters for loss of anticipated profits from
the transactions contemplated by this Agreement.

         11.      Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         12.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                                       12



Please confirm that the foregoing correctly sets forth the agreement among the
Corporation and the several Underwriters by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.

Very truly yours,

M&T BANK CORPORATION

By: ____________________________
Name: __________________________
Title: _________________________

Accepted by:

[REPRESENTATIVE],
as representative of the several
Underwriters named in Schedule 2 hereto

By: ____________________________
Name: __________________________
Title: _________________________

                                       13



                                   SCHEDULE 1

                         DESCRIPTION OF DEBT SECURITIES

                                       14



                                   SCHEDULE 2



UNDERWRITER                     AMOUNT
- -----------                     ------
                             
                                $

  TOTAL                         $


                                       15


                                   SCHEDULE 3

                                REPRESENTATIVE(S)

                                       16


                                    EXHIBIT A

The opinion of its General Counsel to be delivered by the Corporation pursuant
to Section 4(d) of the Underwriting Agreement shall be substantially to the
effect that:

1. The Corporation is validly organized and presently subsisting under the laws
of the State of New York, with requisite corporate power and authority to own
its properties and conduct its business as described in the Final Prospectus,
except for such power and authority the absence of which would not have a
material adverse effect on the Corporation on a consolidated basis, and the
Corporation is duly registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.

2. Manufacturers and Traders Trust Company ("M&T Bank") has been duly organized
as a banking corporation under the laws of the State of New York and is existing
in good standing under the laws of the State of New York, with corporate power
and authority to conduct its business as described in the Final Prospectus.

3. The Underwriting Agreement has been duly authorized, executed and delivered
by the Corporation.

4. The Indenture has been duly authorized, executed and delivered by the
Corporation, has been duly qualified under the Trust Indenture Act, and is a
valid and binding agreement of the Corporation, enforceable against the
Corporation in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights, the rights of creditors of federally-insured
depository institutions, the supervisory and enforcement powers of applicable
bank regulatory authorities and general equity principles (whether considered as
a proceeding at law or in equity) and an implied covenant of good faith and fair
dealing.

5. The Debt Securities have been duly and validly authorized, and, when duly
executed, authenticated and delivered pursuant to this Agreement and the
Indenture against payment of consideration therefor in accordance with this
Agreement, such Debt Securities will be valid and legally binding obligations of
the Corporation enforceable in accordance with their terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights, the rights of creditors of
federally-insured depository institutions, the supervisory and enforcement
powers of applicable bank regulatory authorities and general equity principles
(whether considered as a proceeding at law or in equity) and will be entitled to
the benefits of the Indenture; the Indenture and the Debt Securities conform in
all material respects to the description thereof contained in the Registration
Statement and the Final Prospectus.

6. No consent, approval, authorization or order of any court or governmental
agency, authority, or body is required for the consummation by the Corporation
of the transactions contemplated by the Underwriting Agreement, except those
that have been obtained; it being understood that I express no opinion as to the
securities or Blue Sky laws of any jurisdiction.

                                       17


7. The issuance and sale of the Debt Securities and the execution, delivery and
performance by the Corporation of the Underwriting Agreement and the Indenture
will not violate the Certificate of Incorporation or Bylaws of the Corporation,
as amended to date, or any material agreement or other instrument known to him
to which the Corporation is a party or any material order or regulation known to
him to be applicable to the Corporation of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction over
the Corporation.

8. To the best of my knowledge, there is no pending or threatened action, suit
or proceeding before any court or governmental agency, authority or body or any
arbitrator involving the Corporation or any of its subsidiaries of a character
required to be disclosed in the Registration Statement which is not adequately
disclosed in the Registration Statement and the Final Prospectus, and there is
no franchise, contract or other document of a character required to be described
in the Registration Statement or the Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the statements
included or incorporated in the Registration Statement and the Final Prospectus
describing any legal proceedings or material contracts or agreements relating to
the Corporation fairly summarize such matters.

9. The Registration Statement was declared effective under the Securities Act as
of the date and time specified in such opinion and, to the best of such
counsel's knowledge and information without independent investigation, no stop
order suspending the effectiveness of the Registration Statement has been issued
under the Securities Act and no proceedings therefor have been initiated or
threatened by the Commission.

Such counsel shall further state that nothing has come to his attention that has
caused him to believe that the Registration Statement, at the time it became
effective (except for the financial statements and schedules and other financial
or statistical data contained or incorporated therein, as to which he need
express no belief), contained any untrue statement of a material fact or omitted
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or that the Final Prospectus (except for the financial
statements and schedules and other financial or statistical data contained or
incorporated therein, as to which he need express no belief), contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


                                       18



                                                                    Exhibit 1(c)

                              M&T BANK CORPORATION

                       [PREFERRED STOCK, $1.00 PAR VALUE]

                               [DEPOSITARY SHARES]

                         [COMMON STOCK, $0.50 PAR VALUE]

                             UNDERWRITING AGREEMENT

Dear Ladies and Gentlemen:

         M&T Bank Corporation, a New York corporation (the "Corporation")
proposes, upon the terms and conditions set forth herein, to issue and sell to
the underwriters named in Schedule 2 hereto (collectively, the "Underwriters"),
for whom the person(s) named in Schedule 3 hereto (the "Representative(s)") is
acting as representative, the number of shares of preferred stock and/or common
stock of the Corporation identified in Schedule 1 hereto (said shares to be
issued and sold by the Corporation being hereinafter called the "Securities")

         If "Depositary Receipt Arrangements" is specified in Schedule 1 hereto,
the Securities are to be deposited by you or on your behalf against delivery of
Depositary Receipts (the "Depositary Receipts") to be issued by the bank or
trust company identified in Schedule 1 hereto as Depositary (the "Depositary"),
under the deposit agreement described in Schedule 1 hereto (the "Deposit
Agreement"), among the Corporation, the Depositary and the holders from time to
time of the Depositary Receipts issued thereunder. Any Depositary Receipts will
evidence Depositary Shares (the "Depositary Shares") and each Depositary Share
will represent a fraction of a Security, as specified in Schedule 1 hereto.
Except where the context otherwise requires, references to Securities herein
shall include any related Depositary Shares and associated Depositary Receipts.

         The Corporation has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-_______),
including a basic prospectus, for the registration of the Securities under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder (the "Securities Act Regulations"). The Corporation has
prepared and filed such amendments thereto, if any, and such amended preliminary
prospectuses, if any, as may have been required to the date hereof, and will
file such additional amendments thereto and such amended prospectuses as may
hereafter be required. The registration statement has been declared effective
under the Securities



Act by the Commission. The registration statement as amended at the time it
became effective (including the Prospectus (as defined below) and the documents
incorporated by reference therein pursuant to the section therein entitled
"Where You Can Find More Information", all information deemed to be a part of
the registration statement at the time it became effective pursuant to Rule
430A(b) of the Securities Act Regulations), any post-effective amendment to such
registration statement which becomes effective prior to the Closing Date (as
defined below) and any registration statement filed pursuant to Rule 462(b)
under the Securities Act is hereinafter called the "Registration Statement." The
term the "Effective Date" shall mean each date that the Registration Statement
and any post effective amendment or amendments thereto became or become
effective. "Basic Prospectus" shall mean the prospectus referred to in the first
sentence of this paragraph above contained in the Registration Statement at the
Effective Date. "Preliminary Final Prospectus" shall mean any preliminary
prospectus supplement to the Basic Prospectus which describes the Securities and
the offering thereof and is used prior to filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus supplement or term sheet relating to the
Securities that is first filed pursuant to Rule 424(b) or Rule 434 after the
date and time this Agreement is executed and delivered by the parties, together
with the Basic Prospectus or, if no filing pursuant to Rule 424(b) or Rule 434
is required, shall mean the form of final prospectus relating to the Securities,
including the Basic Prospectus, included in the Registration Statement at the
Effective Date.

         The Corporation hereby agrees with the Underwriters as follows:

         1.       Representations and Warranties. The Corporation represents and
warrants to the Underwriters that as of the date hereof and on the Closing Date
(as hereinafter defined):

         (a) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with Rule
424(b) or Rule 434 and on the Closing Date, the Final Prospectus will conform,
in all material respects with the requirements of the Securities Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to the documents incorporated by reference, the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the applicable rules and regulations
under said acts; the Registration Statement did not, and any amendment thereto
will not, in each case as of the Effective Date, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements made not misleading; and the Final Prospectus and any amendment or
supplement thereto will not, as of the applicable filing date and at the Closing
Date (as hereinafter defined), contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made,
in the light of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in this subsection
shall not apply to (i) statements in or omissions from the Registration
Statement or Final Prospectus made in reliance upon and in conformity with
information furnished to the Corporation by or on behalf of any Underwriter in
writing expressly for use in the Registration Statement or the Final Prospectus
or (ii) that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture
Act of any trustee.

         (b) The documents incorporated by reference in the Prospectus pursuant
to the section therein entitled "Where You Can Find More Information," at the
time they were filed

                                        2


with the Commission, complied in all material respects with the requirements of
the Securities Act and the Securities Act Regulations, and did not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in the light of the circumstances under
which they were made, not misleading.

         (c) The Corporation is not an open-end investment company, unit
investment trust or face-amount certificate company that is, or is required to
be, registered under Section 8 of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), nor is the Corporation a closed-end investment
company required to be registered but not registered thereunder.

         (d) The Corporation meets the requirements for the use of Form S-3
under the Securities Act.

         (e) No stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings therefor
have been initiated or threatened by the Commission.

         (f) The Corporation is corporation duly organized and validly existing
and in good standing under the laws of the State of New York and is licensed,
registered or qualified to conduct the business in which it is engaged in each
jurisdiction in which the conduct of its business or its ownership or the
leasing of property requires such license, registration or qualification, except
where the failure to be so licensed, registered or qualified would not have a
material adverse effect on the Corporation and its subsidiaries, taken as a
whole.

         (g) The Securities being delivered to the Underwriters at the Closing
Date have been duly authorized and, when issued and delivered as provided in
this Agreement, will be duly and validly issued, fully paid and nonassessable,
and will have the rights set forth in the Corporation's Restated Certificate of
Incorporation, as amended to the Closing Date.

         (h) The Securities [and the Deposit Agreement] conform in all material
respects to the description[s] thereof contained in the Registration Statement
and the Final Prospectus.

         (i) insert if applicable [The Deposit Agreement has been duly
authorized by the Corporation and when validly executed and delivered by the
Corporation will constitute a valid and legally binding obligation of the
Corporation, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights, the rights of creditors of federally-insured depository
institutions, the supervisory and enforcement powers of applicable bank
regulatory authorities and general equity principles (whether considered as a
proceeding at law or in equity).]

         (j) The issue and delivery of the Securities, the compliance by the
Corporation with all of the provisions of this Agreement, the Securities [and
the Deposit Agreement], the execution, delivery and performance by the
Corporation of this Agreement [and the Deposit Agreement] and the consummation
of the transactions contemplated herein [and therein] will not violate any law,
rule, regulation, order, judgment or decree applicable to the Corporation or
conflict with or result in a breach of or constitute a default under any
agreement or instrument (including, but not

                                        3


limited to, any charters or by-laws) by which the Corporation or its property is
bound, except where such violation, conflict or breach would not have a material
adverse effect upon the financial condition, business or results of operations
of the Corporation and its subsidiaries, taken as a whole.

         (k) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the consummation by the Corporation of the transactions contemplated by this
Agreement [or the Deposit Agreement], except such as have been or will have
been, prior to the Time of Delivery, obtained under the Securities Act and such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the issuance
by the Corporation of the Securities.

         (l) Since the respective dates as of which information is given in the
Registration Statement and the Final Prospectus and in any documents deemed to
be incorporated by reference in the Registration Statement pursuant to Item
12(b) of Form S-3, except as otherwise stated therein, there has not been any
material adverse change in the financial condition, business or results of
operations of the Corporation and its subsidiaries, taken as a whole.

         (m) Other than as set forth or contemplated in the Registration
Statement and the Final Prospectus, there are no legal or governmental
proceedings pending to which the Corporation is a party or of which any property
of the Corporation is the subject that could reasonably be expected,
individually or in the aggregate, to have a material adverse effect on the
financial position, business or results of operations of the Corporation and its
subsidiaries, taken as a whole; and, to the best of the Corporation's knowledge,
no such proceedings are threatened or contemplated by governmental authorities
or threatened by others.

         2.       Offering. The Representative has advised the Corporation that
the Underwriters will make an offering of the Securities purchased by such
Underwriters hereunder on the terms and conditions set forth in the Registration
Statement AS SOON AS PRACTICABLE AFTER THIS AGREEMENT IS ENTERED INTO.

         3.       Purchase and Delivery; Commission. The Corporation hereby
agrees to sell to the Underwriters and each Underwriter, severally and not
jointly, upon the basis of the representations and warranties herein contained,
but subject to the conditions hereinafter stated, agrees to purchase from the
Corporation, at the purchase price set forth in Schedule 1 hereto, the number of
shares of the Securities set forth opposite such Underwriter's name on Schedule
2 hereto.

         If the Securities to be purchased by each Underwriter hereunder will be
represented by one or more definitive global Securities in book entry form, the
Corporation will deposit such Securities by or on behalf of the Corporation with
The Depository Trust Company ("DTC") or its designated custodian. The
Corporation will deliver the Securities to the Representative, for the account
of each Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by certified or official bank check or checks or
fedwire, payable to the order of the Corporation in Federal (same day) funds, by
causing DTC to credit the Securities to the account of the Representative at
DTC. The Corporation will cause the certificates

                                        4


representing the Securities to be made available to the Representative for
checking at least 24 hours prior to the Time of Delivery at the office of DTC or
its designated custodian (the "Designated Office"). The time and date of such
delivery and payment shall be at the offices of __________, at 9:30 a.m, New
York time, on __________, _____ (the "Closing Date") or such other time and date
as the Representative and the Corporation may agree upon in writing. Such time
and date are herein called the "Time of Delivery".

         If the Securities to be purchased by each Underwriter hereunder will be
delivered in definitive certificated form, such Securities will be delivered by
and on behalf of the Corporation to the Representative for the account of
certain of the Underwriters, against payment by or on behalf of such Underwriter
of the purchase price therefor by fedwire, payable to the order of the
Corporation in Federal (same day) funds. The Corporation will cause the
certificates representing the Securities to be made available for checking and
packaging at least 24 hours prior to the Time of Delivery in New York, New York.

         Notwithstanding the preceding paragraphs, if "Depositary Receipt
Arrangements" is specified in Schedule 1 hereto, certificates representing
Securities shall be delivered in the name of the Representative. Such
certificates shall be delivered by the Representative to the Depositary against
delivery of Depositary Receipts representing Depositary Shares. Such Depositary
Receipts shall be issued in such denominations and registered in such names as
the Representative shall request and shall be made available for checking and
packaging at least 24 hours prior to the Time of Delivery in New York, New York.

         4.       Conditions to Closing. The several obligations of the
Underwriters to purchase and pay for the Securities will be subject to the
following conditions:

         (a) If filing of the Final Prospectus is required pursuant to Rule
424(b) or Rule 434 of the Securities Act Regulations, the Final Prospectus shall
have been timely filed with the Commission in accordance with Rule 424(b) or
Rule 434 of the Securities Act Regulations; and at the Closing Date, no stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued under the Securities Act or proceedings therefor
initiated or threatened by the Commission.

         (b) The Underwriters shall have received, on the Closing Date, a
certificate signed by the Chairman of the Board, the President, a Vice Chairman
of the Board or any Executive or Senior Vice President and the principal
financial or accounting officer of the Corporation, dated the Closing Date, to
the effect that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus and this Agreement and that:

                  (i)      the representations and warranties of the Corporation
in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Corporation has complied in all material respects with all the agreements and
satisfied in all material respects all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;

                                        5


                  (ii)     no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Corporation's knowledge, threatened; and

                  (iii)    since the date of the most recent financial
statements included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the financial condition,
business or results of operations of the Corporation and its subsidiaries taken
as a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto).

         (c) Subsequent to the date hereof or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any amendment thereof), there
shall not have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Corporation and its
subsidiaries the effect of which is, in the reasonable judgment of the
Underwriters, so material and adverse as to make it impractical or inadvisable
to proceed with the offering or the delivery of the Securities as contemplated
by the Registration Statement (exclusive of any amendment thereof) and the Final
Prospectus (exclusive of any amendment thereof).

         (d) The Underwriters shall have received an opinion, dated the Closing
Date, of the Corporation's General Counsel, substantially in the form attached
hereto as Exhibit A. In rendering such opinion, such counsel may state that he
is passing only on matters of New York and United States Federal law. Insofar as
such opinions involve factual matters, such counsel may rely, to the extent such
counsel deems proper, upon certificates of officers of the Corporation and its
subsidiaries and certificates of public officials.

         (e) The Underwriters shall have received an opinion, dated the Closing
Date, of counsel to the Underwriters as to such matters as the Underwriters
shall reasonably request. In rendering such opinion, counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by
them or the Corporation as to laws of any jurisdiction other than the United
States or the State of New York, provided that (i) such reliance is expressly
authorized by each opinion so relied upon and a copy of each such opinion is
delivered to the Underwriters, and (ii) counsel shall state in their opinion
that they believe that they and the Underwriters are justified in relying
thereon. Insofar as such opinions involve factual matters, such counsel may
rely, to the extent such counsel deems proper, upon certificates of officers of
the Corporation and its subsidiaries and certificates of public officials.

         (f) At the date hereof and at the Closing Date, the Underwriters shall
have received letters, dated respectively as of the date hereof and as of the
Closing Date, in form and substance reasonably satisfactory to them, from the
Corporation's independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information, including the financial information contained or incorporated by
reference in the Registration Statement as identified by the Representative.
Such letters shall also confirm that, with respect to the Corporation, they are
independent accountants within the meaning of the published rules and
regulations of the American Institute of Certified Public Accountants.

                                        6


         (g) Prior to the Closing Date, the Corporation shall have furnished to
the Underwriters such further information, certificates and documents as the
Underwriters may reasonably request in connection with the offering of the
Securities.

         5.       Covenants of the Corporation. In further consideration of the
agreements of the Underwriters herein contained, the Corporation covenants as
follows:

         (a) The Corporation will prepare the Final Prospectus in a form
approved by the Underwriters and will file such Final Prospectus with the
Commission pursuant to the applicable subparagraph of Rule 424(b) or Rule 434
within the time period prescribed. The Corporation will notify the Underwriters
immediately, and confirm the notice in writing, (i) if not effective at the time
of execution of this Agreement, of the effectiveness of the Registration
Statement and any amendment thereto (including any post-effective amendment),
and of the filing of the Final Prospectus pursuant to Rule 424(b) or Rule 434,
(ii) of any request by the Commission for any amendment to the Registration
Statement, or any amendment or supplement to the Final Prospectus or for
additional information, and (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement of the
suspension of the qualification of the securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for such
purpose. The Corporation will make every reasonable effort to prevent the
issuance of any stop order or of any order suspending any such qualification
and, if any such order is issued, to obtain the lifting thereof at the earliest
possible moment.

         (b) The Corporation will deliver to the Underwriters such number of
conformed copies of the Registration Statement as originally filed and of each
amendment thereto (including documents incorporated by reference into the Final
Prospectus and exhibits thereto) as such Underwriters may reasonably request and
copies of each Preliminary Final Prospectus, the Final Prospectus and any
amendment or supplement to such Final Prospectus.

         (c) The Corporation will furnish to the Underwriters, from time to time
during the period when the Final Prospectus is required to be delivered under
the Securities Act, such number of copies of the Final Prospectus (as amended or
supplemented, if applicable) as they may reasonably request for the purposes
contemplated by the Securities Act or the Securities Act Regulations.

         (d) The Corporation will deliver to the Underwriters notice of its
intention to prepare or file any amendment to the Registration Statement
relating to the Securities (including any post-effective amendment) or any
amendment or supplement to the Final Prospectus (other than documents deemed to
be incorporated by reference into the Final Prospectus) which the Corporation
proposes for use by the Underwriters in connection with the offering of the
Securities and which differs from the prospectus on file at the Commission at
the time the Registration Statement becomes effective, whether or not such
revised prospectus is required to be filed pursuant to Rule 424(b) of the
Securities Act Regulations, will furnish the Underwriters and counsel for the
Underwriters with copies of any such amendment or supplement a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not
file any such amendment or supplement or use any such prospectus to which the
Underwriters or counsel for the Underwriters shall reasonably object.

                                        7


         (e) If, during such period after the Closing Date and prior to the date
on which the distribution of Securities by the Underwriters is completed, any
event shall occur as a result of which it is necessary, in the opinion of the
Corporation's counsel, to amend or supplement the Final Prospectus (as then
amended or supplemented) in order to ensure that the Final Prospectus does not
contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or it is necessary to amend or
supplement the Final Prospectus to comply with law, the Corporation will
forthwith prepare and furnish, at the Corporation's own expense, to the
Underwriters, either amendments or supplements to the Final Prospectus so that
the statements in the Final Prospectus as so amended or supplemented will not,
in the light of the circumstances under which they were made, be misleading or
so that the Final Prospectus will comply with law, as the case may be.

         (f) The Corporation, during the period when the Final Prospectus is
required to be delivered under the Securities Act, will file promptly all
documents required to be filed with the Commission pursuant to Section 13, 14 or
15 of the Exchange Act subsequent to the time the Registration Statement becomes
effective.

         (g) The Corporation will endeavor to qualify the Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as any
Underwriter shall reasonably request and to pay all reasonable expenses
(including reasonable fees and disbursements of counsel) in connection with such
qualification and the printing of any memoranda concerning the aforesaid
qualification; provided, however, that the Corporation shall not be required to
qualify to do business in any jurisdiction where it is not now qualified or to
take any action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now subject.

         (h) During the period beginning on the date hereof and continuing to
and including the Closing Date, the Corporation will not offer, sell, contract
to sell or otherwise dispose of (other than in an offering made exclusively
outside the United States) any securities of the Corporation substantially
similar to the Securities or any securities convertible into or exchangeable for
the Securities without the prior written consent of the Underwriters, other than
shares of its common stock pursuant to its stock option and other benefit plans
or commitments existing prior to the date of this Agreement.

         (i) During the period when the Securities are outstanding, the
Corporation will not be or become an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the Investment Company Act.

         (j) The Corporation will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later than
18 months after the effective date of the Registration Statement, an earnings
statement or statements of the Corporation (which need not be audited) which
shall satisfy the requirements of Section 11(a) of the Securities Act and Rule
158 of the Securities Act Regulations and will advise you in writing when such
statement has been so made available.

                                        8


         6.       Expenses. The Corporation covenants and agrees with the
Underwriters that the Corporation will, whether or not any sale of the
Securities is consummated, pay or cause to be paid the following: (i) costs of
preparation and printing (including reasonable word processing and duplication
costs) of the Registration Statement and the Final Prospectus, and all
amendments and supplements thereto, (ii) all expenses (including reasonable fees
and disbursements of counsel to the Corporation) payable pursuant to Section
5(g) of this Agreement, (iii) all costs and expenses incurred in connection with
the preparation, issuance and delivery of the Securities, (iv) the fees and
disbursements of the Corporation's accountants, (v) all costs and expenses
incurred in the preparation and the printing (including word processing and
duplication costs) of the Securities and all other documents relating to the
issuance, purchase and initial resale of the Securities and (vi) all other costs
and expenses incident to the performance by the Corporation of its obligations
hereunder which are not otherwise specifically provided in this Section. The
Underwriters shall be responsible for all of their own expenses, including the
fees of the Underwriters' counsel, any taxes on resales of the Securities by the
Underwriters and any advertising expenses connected with any offers they make.

         7.       Indemnification and Contribution

         (a) The Corporation agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls each such Underwriter within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus, the Final Prospectus or any amendment or
supplement thereto, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that (i) the Corporation shall not be
liable in any such case insofar as such losses, claims, damages or liabilities
arise out of or are based upon (x) any such untrue statement or omission made
therein upon in reliance upon and in conformity with information furnished in
writing to the Corporation by the Underwriters expressly for use therein or (y)
that part of the Registration Statement constituting the "Statement of
Eligibility and Qualification" (Form T-1) of the Trustee under the Trust
Indenture Act, and (ii) the foregoing indemnity agreement with respect to the
Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any
amendment or supplement thereto shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased Securities, or any person controlling such Underwriter, if
a copy of the Final Prospectus (as then amended or supplemented if the
Corporation shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Underwriter to such person at or prior to
the written confirmation of the sale of the Securities to such persons, to the
extent that the Final Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability. This
indemnity agreement shall be in addition to any liability that the Corporation
may otherwise have.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Corporation and any authorized representative of the
Corporation and any person controlling the Corporation, to the same extent as
the foregoing indemnity from the Corporation to the Underwriters, but only with
reference to information furnished in writing by such Underwriter

                                        9


expressly for use in the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus, the Final Prospectus or any amendments or
supplements thereto. The Corporation acknowledges that the statements set forth
in _______________ of the Basic Prospectus, any Preliminary Final Prospectus, or
the Final Prospectus constitute the only information furnished in writing by or
on behalf of the Underwriters for use in the Registration Statement, and the
Representative confirms that such statements are correct. This indemnity
agreement shall be in addition to any liability that any Underwriter may
otherwise have.

         (c) In case any proceeding (including any governmental investigation)
shall be threatened or instituted involving any person in respect of which
indemnity may be sought pursuant to paragraph (a) or (b) of this Section 7, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing (but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party other than under this
Section 7) and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and pay the reasonable fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and the representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees and expenses of more than one separate firm for all such
indemnified parties. In the case of parties indemnified pursuant to paragraph
(a) of this Section 7, such separate firm shall be designated in writing by the
Representative. In the case of parties indemnified pursuant to paragraph (b) of
this Section 7, such separate firm shall be designated in writing by the
Corporation. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.

         (d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (b) hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Corporation on the one hand and the Underwriters on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Corporation on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Corporation on the one hand and the Underwriters on the other in connection with
the offering of such Securities shall be deemed

                                       10


to be in the same proportion as the total net proceeds (before deducting
expenses) from the offering of such Securities received by the Corporation bear
to the total discounts and commissions received by such Underwriter in respect
thereof. The relative fault of the Corporation on the one hand and of the
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Corporation or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statements or omissions.

         (e) The Corporation and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the considerations referred to in paragraph (d) of this Section 7.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) of this Section 7
shall be deemed to include, subject to the limitations set forth above, any
reasonable legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.

         (f) The indemnity and contribution agreements contained in this Section
7 and the representations and warranties of the Corporation and the Underwriters
in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of a Underwriter or any person controlling such Underwriter, or by or on
behalf of the Corporation, its directors or officers, any authorized
representative of the Corporation or any person controlling the Corporation, and
(iii) acceptance of and payment for any of the Securities.

         8.       Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representative, by notice to the Corporation, if
prior to the Closing Date (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, or settlement in
the trading of securities through The Depository Trust Company shall have been
materially disrupted, (ii) a general moratorium on commercial banking activities
in New York shall have been declared by either Federal or New York State
authorities, or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis, including without
limitation an act of terrorism, the effect of which on the financial markets of
the United States is such as to make it, in the reasonable judgment of the
Representative, impracticable to market the Securities or to enforce contracts
for the resale of Securities.

         9.       Pro Rata Purchase in Certain Events. If on the Closing Date
any one or more of the Underwriters shall fail or refuse to purchase Securities
that it or they have agreed to purchase hereunder and the aggregate amount of
Securities that such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate amount of
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions which the aggregate amount of Securities
set forth opposite their names in Schedule 2 to this Agreement bears to the
aggregate amount of Securities set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Representative
may specify, to purchase the Securities that such defaulting Underwriter or

                                       11


Underwriters agreed but failed or refused to purchase on such date. If on the
Closing Date any Underwriter or Underwriters shall fail or refuse to purchase
Securities and the aggregate amount of Securities with respect to which such
default occurs is more than one-tenth of the aggregate amount of Securities to
be purchased on such date, and arrangements satisfactory to the Representative
and the Corporation for the purchase of such Securities are not made within 36
hours after such default, this Agreement shall thereupon terminate without
liability on the part of any non-defaulting Underwriters or of the Corporation.
In any such case either the Representative or the Corporation shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement or in
any other documents or arrangements may be effected. An action taken under this
Section 9 shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

         10.      Reimbursement upon Termination in Certain Circumstances. If
this Agreement shall be terminated by the Underwriters or any of them, because
of any failure or refusal on the part of the Corporation to comply in any
material respect with the terms or to fulfill in any material respect any of the
conditions of this Agreement, or if for any reason the Corporation shall be
unable to perform in any material respect its obligations under this Agreement,
the Corporation shall reimburse the Underwriters or such Underwriters as have so
terminated the Agreement, with respect to themselves, severally, for all
reasonable out-of-pocket expenses reasonably incurred by such Underwriters in
connection with the offering of the Securities. In no event shall the
Corporation be liable to the Underwriters for loss of anticipated profits from
the transactions contemplated by this Agreement.

         11.      Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         12.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                                       12


         Please confirm that the foregoing correctly sets forth the agreement
among the Corporation and the several Underwriters by having an authorized
officer sign a copy of this Agreement in the space set forth below and by
returning the signed copy to us.

Very truly yours,

M&T BANK CORPORATION

By:____________________________
Name:__________________________
Title:_________________________

Accepted by:

[REPRESENTATIVE],
as representative of the several
Underwriters named in Schedule 2 hereto

By: _______________________________________
Name: _____________________________________
Title: ____________________________________

                                       13


                                   SCHEDULE 1

                            DESCRIPTION OF SECURITIES

                                       14


                                   SCHEDULE 2



UNDERWRITER                                            AMOUNT
- -----------                                            ------
                                                    
                                                         $

  TOTAL                                                  $


                                       15


                                   SCHEDULE 3

                                REPRESENTATIVE(S)

                                       16


                                    EXHIBIT A

The opinion of its General Counsel to be delivered by the Corporation pursuant
to Section 4(d) of the Underwriting Agreement shall be substantially to the
effect that:

1. The Corporation is validly organized and presently subsisting under the laws
of the State of New York, with requisite corporate power and authority to own
its properties and conduct its business as described in the Final Prospectus,
except for such power and authority the absence of which would not have a
material adverse effect on the Corporation on a consolidated basis, and the
Corporation is duly registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.

2. Manufacturers and Traders Trust Company ("M&T Bank") has been duly organized
as a banking corporation under the laws of the State of New York and is existing
in good standing under the laws of the State of New York, with corporate power
and authority to conduct its business as described in the Final Prospectus.

3. The Underwriting Agreement has been duly authorized, executed and delivered
by the Corporation.

[4. The Deposit Agreement has been duly authorized, executed and delivered by
the Corporation and is a valid and binding agreement of the Corporation,
enforceable against the Corporation in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights, the rights of creditors of
federally-insured depository institutions, the supervisory and enforcement
powers of applicable bank regulatory authorities and general equity principles
(whether considered as a proceeding at law or in equity) and an implied covenant
of good faith and fair dealing.]

5. The Securities have been duly authorized and, when issued and delivered as
provided in this Agreement, will be duly and validly issued, fully paid and
nonassessable, and will have the rights set forth in the Corporation's Restated
Certificate of Incorporation, as amended to the Closing Date; [the Securities
will be entitled to the benefits of the Deposit Agreement]; the Securities [and
the Deposit Agreement] conform in all material respects to the description[s]
thereof contained in the Registration Statement and the Final Prospectus.

6. No consent, approval, authorization or order of any court or governmental
agency, authority, or body is required for the consummation by the Corporation
of the transactions contemplated by the Underwriting Agreement [and the Deposit
Agreement], except those that have been obtained; it being understood that I
express no opinion as to the securities or Blue Sky laws of any jurisdiction.

7. The issuance and sale of the Securities and the execution, delivery and
performance by the Corporation of the Underwriting Agreement [and the Deposit
Agreement] will not violate the Certificate of Incorporation or Bylaws of the
Corporation, as amended to date, or any material agreement or other instrument
known to him to which the Corporation is a party or any material

                                       17


order or regulation known to him to be applicable to the Corporation of any
court, regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Corporation.

8. To the best of my knowledge, there is no pending or threatened action, suit
or proceeding before any court or governmental agency, authority or body or any
arbitrator involving the Corporation or any of its subsidiaries of a character
required to be disclosed in the Registration Statement which is not adequately
disclosed in the Registration Statement and the Final Prospectus, and there is
no franchise, contract or other document of a character required to be described
in the Registration Statement or the Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the statements
included or incorporated in the Registration Statement and the Final Prospectus
describing any legal proceedings or material contracts or agreements relating to
the Corporation fairly summarize such matters.

9. The Registration Statement was declared effective under the Securities Act as
of the date and time specified in such opinion and, to the best of such
counsel's knowledge and information without independent investigation, no stop
order suspending the effectiveness of the Registration Statement has been issued
under the Securities Act and no proceedings therefor have been initiated or
threatened by the Commission.

Such counsel shall further state that nothing has come to his attention that has
caused him to believe that the Registration Statement, at the time it became
effective (except for the financial statements and schedules and other financial
or statistical data contained or incorporated therein, as to which he need
express no belief), contained any untrue statement of a material fact or omitted
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or that the Final Prospectus (except for the financial
statements and schedules and other financial or statistical data contained or
incorporated therein, as to which he need express no belief), contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

                                       18



                                                                  Exhibit (4)(a)

                                DEPOSIT AGREEMENT

                                      AMONG

                              M&T BANK CORPORATION

                    MANUFACTURERS AND TRADERS TRUST COMPANY,

                                  as Depositary

                      and the Holders from time to time of
                    the Depository Receipts described herein

                        Dated as of _________ ___, _____



                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE I     -    DEFINITIONS..................................................................       1

                   SECTION 1.1.        Definitions..............................................       1

ARTICLE II    -    FORM OF RECEIPTS; DEPOSIT OF STOCK;
                   EXECUTION AND DELIVERY, TRANSFER,
                   SURRENDER AND REDEMPTION OF RECEIPTS.........................................       2

                   SECTION 2.1.        [Book-Entry Form;] Form and Transfer of
                                       Receipts.................................................       2
                   SECTION 2.2.        Deposit of Stock; Execution and Delivery of
                                       Receipts in Respect Thereof..............................       4
                   SECTION 2.3.        Redemption of Stock......................................       5
                   SECTION 2.4.        Registration of Transfer of Receipts.....................       7
                   SECTION 2.5.        Split-Ups and Combinations of Receipts;
                                       Surrender of Receipts and Withdrawal
                                       of Stock.................................................       7
                   SECTION 2.6.        Limitations on Execution and Delivery,
                                       Transfer, Surrender and Exchange of Receipts.............       8
                   SECTION 2.7.        Lost Receipts, Etc.......................................       9
                   SECTION 2.8.        Cancellation and Destruction of
                                       Surrendered Receipts.....................................       9
                   SECTION 2.9.        Interchangeability of Book-Entry Receipts
                                       and Receipts in Physical, Certificate Form...............       9
                   SECTION 2.10.       Stock Purchase Plans.....................................      10

ARTICLE III   -    CERTAIN OBLIGATIONS OF THE HOLDERS
                   OF RECEIPTS AND THE COMPANY..................................................      10

                   SECTION 3.1.        Filing Proofs, Certificates and Other
                                       Information..............................................      10
                   SECTION 3.2.        Payment of Taxes or Other Governmental
                                       Charges..................................................      11
                   SECTION 3.3.        Warranty as to Stock.....................................      11
                   SECTION 3.4.        Warranty as to Receipts..................................      11

ARTICLE IV    -    THE DEPOSITED SECURITIES; NOTICES............................................      11

                   SECTION 4.1.        Cash Distributions.......................................      11
                   SECTION 4.2.        Distributions Other Than Cash............................      12


                                     - i -



                      TABLE OF CONTENTS (CONT'D)



                                                                                                      Page
                                                                                                      ----
                                                                                                   
                   SECTION 4.3.        Subscription Rights, Preferences or
                                       Privileges...............................................      12
                   SECTION 4.4.        Notice of Dividends, Etc.; Fixing of
                                       Record Date for Holders of Receipts......................      13
                   SECTION 4.5.        Voting Rights............................................      14
                   SECTION 4.6.        Changes Affecting Deposited Securities and
                                       Reclassifications, Recapitalizations, Etc................      14
                   SECTION 4.7.        Inspection of Reports....................................      15
                   SECTION 4.8.        List of Receipt Holders..................................      15

ARTICLE V     -    THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                   THE REGISTRAR AND THE COMPANY................................................      15

                   SECTION 5.1.        Maintenance of Offices, Agencies and
                                       Transfer Books by the Depositary;
                                       Registrar................................................      15
                   SECTION 5.2.        Prevention of or Delay in Performance by
                                       the Depositary, the Depositary's Agents, the
                                       Registrar or the Company.................................      16
                   SECTION 5.3.        Obligations of the Depositary, the
                                       Depositary's Agents, the Registrar and
                                       the Company..............................................      17
                   SECTION 5.4.        Resignation and Removal of the
                                       Depositary: Appointment of Successor
                                       Depositary...............................................      17
                   SECTION 5.5.        Corporate Notices and Reports............................      18
                   SECTION 5.6.        Indemnification by the Company...........................      19
                   SECTION 5.7.        Charges and Expenses.....................................      19

ARTICLE VI    -    AMENDMENT AND TERMINATION....................................................      19

                   SECTION 6.1.        Amendment................................................      19
                   SECTION 6.2.        Termination..............................................      20

ARTICLE VII   -    MISCELLANEOUS................................................................      21

                   SECTION 7.1.        Counterparts.............................................      21
                   SECTION 7.2.        Exclusive Benefit of Parties.............................      21
                   SECTION 7.3.        Invalidity of Provisions.................................      21
                   SECTION 7.4.        Notices..................................................      21
                   SECTION 7.5.        Depositary's Agents......................................      22
                   SECTION 7.6.        Holders of Receipts Are Parties..........................      22
                   SECTION 7.7.        Governing Law............................................      22
                   SECTION 7.8.        Inspection of Deposit Agreement..........................      22
                   SECTION 7.9.        Headings.................................................      23


                                     - ii -



                                DEPOSIT AGREEMENT

         DEPOSIT AGREEMENT, dated as of ______ __, ____ among M&T BANK
CORPORATION, a New York corporation, MANUFACTURERS AND TRADERS TRUST COMPANY , a
New York banking corporation, as Depositary, and the holders from time to time
of the Receipts described herein.

                                   WITNESSETH

         WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of Series __ [__%] Preferred Stock,
par value $1.00 per share, of M&T Bank Corporation with the Depositary (as
hereinafter defined) for the purposes set forth in this Deposit Agreement and
for the issuance hereunder of Receipts (as hereinafter defined) by the
Depositary evidencing Depositary Shares in respect of the Stock (as hereinafter
defined) so deposited;

         NOW, THEREFORE, in consideration of the premises contained herein and
such other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. Definitions.

         The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement and the
Receipts:

         "Certificate of Designation" shall mean the certificate of designation
to the Restated Certificate of Incorporation, as amended, of the Company filed
with the Secretary of State of the State of New York establishing the Stock as a
series of preferred stock of the Company.

         "Company" shall mean M&T Bank Corporation, a New York corporation, and
its successors.

         "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time in accordance with the terms hereof.

         "Depositary" shall mean Manufacturers and Traders Trust Company, a New
York banking corporation, and any successor Depositary hereunder.

         "Depositary Shares" shall mean the Depositary Shares, each representing
a one-________ (1/__th) interest in a share of Stock and which shall be
evidenced by Receipts.



         "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.5.

         "Depositary's Office" shall mean the principal office of the Depositary
at which at any particular time its depositary business shall be administered.

         "Receipt" shall mean one of the depositary receipts, whether in
definitive or temporary form, issued hereunder by the Depositary, each
representing any number of whole Depositary Shares. [If Receipts are to be
issued in Book-Entry Form: If the context so requires, the term "Receipt" shall
be deemed to include the DTC Receipt (as defined in Section 2.1 hereof).]
"record holder" with respect to a Receipt shall mean the individual, entity or
person in whose name a Receipt is registered on the books of the Depositary or
any register of any Registrar maintained for such purpose at a given time.

         "Registrar" shall mean any bank or trust company which shall be
appointed by the Depositary to register ownership and transfers of Receipts as
herein provided and which may include the Depositary.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Stock" shall mean shares of the Company's Series __ [___%] Preferred
Stock, par value $1.00 per share.

                                   ARTICLE II

                FORM OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND
            DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

[Use bracketed portions only if Receipts are to be issued in Book-Entry Form]

         Section 2.1. [Book-Entry Form;] Form and Transfer of Receipts.

         (a) [[All] [A portion] of the Receipts shall initially be represented
by one or more global receipts (collectively, the "DTC Receipt") deposited with
The Depository Trust Company ("DTC") and registered in the name of [Cede & Co.],
a nominee of DTC. The Depositary, or such other entity as is agreed to by DTC,
may hold the DTC Receipt as custodian for DTC. So long as the Receipts are
eligible for book-entry settlement with DTC, except as provided for in Section
2.9 hereof, no person acquiring Depositary Shares traded on any securities
exchange with book-entry settlement through DTC shall receive or be entitled to
receive physical delivery of the Receipts evidencing such Depositary Shares.
Ownership of beneficial interests in the DTC Receipt shall be shown on, and the
transfer of such ownership shall be effected through, records maintained by (i)
DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts
with DTC.]

         (b) [If DTC subsequently ceases to make its book-entry settlement
system available for the Receipts, the Company may instruct the Depositary
regarding making

                                     - 2 -



other arrangements for book-entry settlement. In the event that the Receipts are
not eligible for, or it is no longer necessary to have the Receipts available
in, book-entry form, the Depositary shall provide written instructions to DTC to
deliver to the Depositary for cancellation the DTC Receipt, and the Company
shall instruct the Depositary to deliver to the beneficial owners of the
Depositary Shares previously evidenced by the DTC Receipt definitive receipts in
physical form evidencing such Depositary Shares. Such definitive Receipts shall
be in the form annexed hereto as Exhibit A with appropriate insertions,
modifications and omissions, as hereafter provided.]

         (c) The beneficial owners of Depositary Shares shall [, except as
stated above with respect to Depositary Shares in book-entry form represented by
the DTC Receipt,] be entitled to receive Receipts in physical, certificated form
as herein provided.

         (d) [The Receipts may be typewritten in the case of the DTC Receipts
and otherwise shall, upon notice by the Company to the Depositary, be definitive
Receipts.] Definitive Receipts shall be engraved or printed or lithographed on
steel-engraved borders and shall be substantially in the form annexed hereto as
Exhibit A, with appropriate insertions, modifications and omissions, as
hereinafter provided. [If Receipts are to be issued in Book-Entry Form: The DTC
Receipt shall bear such legend or legends as may be required by DTC in order for
it to accept the Depositary Shares for its book-entry settlement system.]
Pending the preparation of definitive Receipts, the Depositary, upon the written
order of the Company [If shares of Stock may be deposited by holders thereof: or
any holder of Stock, as the case may be,] delivered in compliance with Section
2.2, shall execute and deliver temporary Receipts which shall be printed,
lithographed, typewritten, mimeographed or otherwise substantially of the tenor
of the definitive Receipts in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
persons executing such Receipts may determine, as evidenced by their execution
of such Receipts. After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at the Depositary's Office, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts registered in the name (and only the
name) of the holder of the temporary Receipt. Such exchange shall be made at the
Company's expense and without any charge therefor to the holder. Until so
exchanged, the temporary Receipts shall in all respects be entitled to the same
benefits under this Deposit Agreement and with respect to the Stock, as
definitive Receipts.

         (e) Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary; provided, that such
signature may be a facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts are countersigned by
manual signature of a duly authorized officer of the Registrar. No Receipt shall
be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose unless it shall have been executed manually by a duly

                                     - 3 -



authorized officer of the Depositary or, if a Registrar for the Receipts (other
than the Depositary) shall have been appointed, by facsimile signature of a duly
authorized officer of the Depositary and countersigned manually by a duly
authorized officer of such Registrar. The Depositary shall record on its books
each Receipt so signed and delivered as hereinafter provided. Receipts bearing
the manual or facsimile signatures of individuals who were at any time proper
officers of the Depositary or the Registrar, as the case may be, shall
constitute adequate signatures hereunder, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the delivery of such
Receipts or did not hold such offices on the date of delivery of such Receipts.

Receipts shall be in denominations of any number of whole Depositary Shares.

         (f) Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Deposit Agreement as may be required by the Depositary and approved by
the Company or required to comply with any applicable law or regulation or with
the rules and regulations of any securities exchange upon which the Stock, the
Depositary Shares or the Receipts may be listed or to conform with any usage
with respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject.

         (g) [Subject to any limitations set forth in a Receipt or in this
Deposit Agreement,] Title to Depositary Shares evidenced by a Receipt which is
properly endorsed, or accompanied by a properly executed instrument of transfer,
shall be transferable by delivery of such Receipt with the same effect as if
such Receipt were a negotiable instrument; provided, however, that until
transfer of a Receipt shall be registered on the books of the Registrar, on
behalf of the Depositary, as provided in Section 2.4, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder as the
absolute owner thereof for the purpose of determining the person entitled to
distributions of dividends or other distributions with respect to the Stock[,
the exchange of Depositary Shares for Stock, the right to exchange Receipts
pursuant to Section 2.9] or to any notice provided for in this Deposit Agreement
and for all other purposes.

The Depositary shall not lend any Stock deposited hereunder.

         Section 2.2. Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof.

         (a) Subject to the terms and conditions of this Deposit Agreement, the
Company [If shares of Stock may be deposited by holders thereof: or any holder
of Stock] may from time to time deposit shares of Stock with the Depositary
under this Deposit Agreement by delivery to the Depositary of a certificate or
certificates representing the Stock to be deposited. Such certificate or
certificates representing the Stock shall be properly endorsed or accompanied,
if required by the Depositary, by a duly executed instrument of transfer or
endorsement, in form satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance with the

                                     - 4 -



provisions of this Deposit Agreement, and together with a written order of the
Company [If shares of Stock may be deposited by holders thereof: or such holder,
as the case may be,] directing the Depositary to execute and deliver to, or upon
the written order of, the person or persons named in such order, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares
representing such deposited Stock.

         (b) All Stock deposited by the Company [If shares of Stock may be
deposited by holders thereof: or any holder of Stock, as the case may be,] with
the Depositary shall be held by the Depositary at the Depositary's Office or at
such other place or places as the Depositary shall determine.

         (c) Upon receipt by the Depositary of a certificate or certificates
representing Stock deposited, with the Depositary by the Company [If shares of
Stock may be deposited by holders thereof: or any holder of Stock, as the case
may be,] in accordance with the provisions of this Section, together with the
other documents required as above specified, and upon recordation of the Stock
so deposited on the books of the Company in the name of the Depositary, the
Depositary shall execute and deliver, to the person or persons named in the
written order delivered to the Depositary, a Receipt or Receipts, evidencing in
the aggregate the number of Depositary Shares relating to the Stock so
deposited. Such Receipt or Receipts shall be registered by the Depositary or the
Registrar in such name or names as may be requested by the person or persons
named in the written order. The Depositary shall execute and deliver such
Receipts at the Depositary's Office or such other offices, if any, as such
person may designate. Delivery at other offices shall be at the risk and expense
of the person requesting such delivery. [If Receipts are to be issued in
Book-Entry Form: The DTC Receipt shall provide that it shall evidence the
aggregate amount of Depositary Shares from time to time indicated in the records
of the Depositary and that the aggregate amount of Depositary Shares evidenced
thereby may from time to time be increased or decreased by making adjustments on
such records of the Depositary.]

         (d) Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, there shall be deposited with the Depositary
hereunder not more than ______ shares of Stock.

         Section 2.3. Redemption of Stock.

         (a) Whenever the Company shall elect to redeem shares of Stock in
accordance with the provisions of the Amendment, it shall (unless otherwise
agreed in writing with the Depositary) mail notice to the Depositary of such
redemption, by first class mail, postage prepaid, not less than 40 nor more than
70 days prior to the date fixed for the redemption of Stock in accordance with
the provisions of the Amendment. On the date of such redemption, provided that
the Company shall then have paid in full to the Depositary the redemption price
required pursuant to the Amendment relating to the Stock to be redeemed, the
Depositary shall redeem the Depositary Shares relating to such Stock. The
Depositary shall mail notice of such redemption, and the simultaneous

                                     - 5 -



redemption of the number of Depositary Shares relating to the Stock to be
redeemed, by first-class mail, postage prepaid, not less than 30 and not more
than 60 days prior to the date fixed for redemption of such Stock and Depositary
Shares (the "Redemption Date"), to the record holders of the Receipts evidencing
the Depositary Shares to be so redeemed on the record date fixed pursuant to
Section 4.4 hereof, at the addresses of such holders as they appear on the
records of the Depositary; provided, however, that neither failure to mail any
such notice to one or more such holders nor any defect in any notice or in the
mailing thereof to one or more such holders shall affect the validity of the
proceedings for redemption of any Depositary Shares as to other holders. Each
such notice of redemption shall state: (i) the Redemption Date; (ii) the number
of Depositary Shares to be redeemed and, if less than all the Depositary Shares
held by any such holder are to be redeemed, the number of such Depositary Shares
held by such holder to be so redeemed and the method by which the Depositary
Shares will be chosen for redemption; (iii) the redemption price (including
cumulative dividends to the Redemption Date); (iv) the place or places where
Receipts evidencing Depositary Shares are to be surrendered for payment of the
redemption price; (v) that dividends in respect of the Stock to be redeemed,
which are represented by the Depositary Shares to be redeemed, will cease to
accrue at the close of business on such Redemption Date and (vi) if a date other
than the Redemption Date, the date from and after which the Stock and Depositary
Shares shall no longer be deemed to be outstanding. In case less than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so
redeemed shall be selected by lot or pro rata as may be determined by the
Company.

         (b) Notice having been mailed by the Depositary as aforesaid, from and
after (i) the Redemption Date (unless the Company shall have failed to redeem
the shares of Stock to be redeemed by it as set forth in the Company's notice
provided for in the preceding paragraph), or (ii) such earlier date (if
applicable) upon which the Company deposits the Redemption Price with the paying
agent for the holders of the Stock (regardless of whether such shares are
actually surrendered for cancellation), all dividends in respect of the shares
of Stock so called for redemption shall cease to accrue, the Depositary Shares
being redeemed from such proceeds shall be deemed no longer to be outstanding,
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate and, upon surrender in accordance with
such notice of the Receipts evidencing any such Depositary Shares called for
redemption (properly endorsed or assigned for transfer, if the Depositary shall
so require), such Depositary Shares shall be redeemed by the Depositary at a
redemption price per Depositary Share equal to 1/__th of the redemption price
per share paid in respect of the shares of Stock plus all money and other
property, if any, underlying such Depositary Shares, including all amounts paid
by the Company in respect of dividends which on the Redemption Date have accrued
on the shares of Stock to be so redeemed and have not theretofore been paid.

         (c) If less than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the payment of the
redemption price, a new Receipt

                                     - 6 -



evidencing such number of Depositary Shares as were evidenced by such prior
Receipt and not called for redemption; provided, however, that such replacement
Receipt shall be issued only in denominations of whole Depositary Shares and
cash will be payable in respect of fractional interests.

         Section 2.4. Registration of Transfer of Receipts.

         Subject to the terms and conditions of this Deposit Agreement, the
Registrar, on behalf of the Depositary, shall register on its books transfers of
Receipts from time to time upon notice to the Registrar by the Depositary of the
surrender of a Receipt for transfer by the holder in person or by duly
authorized attorney, which Receipt in each case must be properly endorsed or
accompanied by a properly executed instrument of transfer. Upon surrender of a
properly endorsed Receipt or Receipt accompanied by an instrument of transfer,
the Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the transferee named in the endorsement or instrument of transfer.

         Section 2.5. Split-Ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock.

         (a) Upon surrender of a Receipt or Receipts at the Depositary's Office
or at such other offices as it may designate for the purpose of effecting a
split-up or combination of such Receipt or Receipts, the Depositary shall
execute and deliver a new Receipt or Receipts to the holder thereof or to such
holder's order in the denominations requested, evidencing the aggregate number
of Depositary Shares evidenced by the Receipt or Receipts surrendered. The
Depositary shall give prompt notice of such action and the certificate numbers
to the Registrar for the purpose of recording such split-up or consolidation.

         (b) Unless the related Depositary Shares have previously been called
for redemption, any holder of a Receipt or Receipts representing any number of
whole shares of Stock (or such holder's duly authorized attorney) may withdraw
the number of whole shares of Stock underlying such Depositary Shares and all
money and other property, if any, represented thereby by surrendering such
Receipt or Receipts at the Depositary's Office or at such other offices as the
Depositary may designate for such withdrawals. [If Receipts are to be issued in
Book-Entry Form: If such holder's Depositary Shares are being held by DTC or its
nominee pursuant to Section 2.1, such holder shall request, in accordance with
Section 2.9, withdrawal from the book-entry system of the number of Depositary
Shares specified in the preceding sentence.] Thereafter, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person or persons
designated by such holder as hereinafter provided, the number of whole shares of
Stock and all money and other property, if any, represented by the Receipt or
Receipts so surrendered for withdrawal, but holders of such whole shares of
Stock will not thereafter be entitled to deposit such Stock hereunder or to
receive Depositary Shares therefor. If the Receipt or Receipts delivered by the
holder to the Depositary in connection with such withdrawal

                                     - 7 -



shall evidence in the aggregate a number of Depositary Shares in excess of the
number of Depositary Shares representing the number of whole shares of Stock to
be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or (subject to Sections 2.4 and 3.2) upon
his order, a new Receipt evidencing such excess number of Depositary Shares.
Delivery of the Stock and the money and other property being withdrawn may be
made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate.

         (c) Stock delivered pursuant to the preceding paragraph may be endorsed
with or have incorporated in the text thereof such legend or recitals or changes
not inconsistent with the provisions of this Deposit Agreement as may be
required by the Depositary or required to comply with any applicable law or any
regulation thereunder or with the rules and regulations of any securities
exchange upon which the Stock may be listed or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to which
any particular shares of Stock are subject.

         (d) If the Stock and the money and other property being withdrawn are
to be delivered to a person or persons other than the record holder of the
Receipt or Receipts being surrendered for withdrawal of Stock, such holder shall
execute and deliver to the Depositary a written order so directing the
Depositary and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares of Stock be properly
endorsed in blank or accompanied by a properly executed instrument of transfer
in blank.

         (e) Delivery of the Stock and the money and other property, if any,
represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary's Office, except that, at the request, risk and
expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.

         Section 2.6. Limitations on Execution and Delivery, Transfer, Surrender
and Exchange of Receipts.

         (a) As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary's Agents or the Company may
require payment to it of a sum sufficient for the payment (or, in the event that
the Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to
Section 5.7, may require the production of evidence satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with
the rules and regulations of any governmental body, any stock exchange or any
applicable self regulatory body, including without limitation, the National
Association of Securities Dealers, Inc. (the "NASD") or such regulations, if
any, as the Depositary or the Company may establish consistent with the
provisions of this Deposit Agreement.

                                     - 8 -



         (b) The [If shares of Stock may be deposited by holders thereof:
deposit of Stock may be refused, the] delivery of Receipts against Stock
deposited with the Depositary may be suspended, the registration of transfer of
Receipts may be refused and the registration of transfer, surrender or exchange
of outstanding Receipts may be suspended (i) during any period when the register
of stockholders of the Company is closed or (ii) if any such action is deemed
necessary by the Depositary, any of the Depositary's Agents or the Company at
any time or from time to time because of any requirement of law or of any
government, governmental body or commission, stock exchange or the NASD or under
any provision of this Deposit Agreement.

         Section 2.7. Lost Receipts, Etc.

         If any mutilated Receipt is surrendered to the Depositary, the
Depositary shall execute and deliver in exchange therefor a new Receipt of like
form and tenor in exchange and substitution for such mutilated Receipt. In case
any Receipt shall be destroyed, lost or stolen, then, in the absence of notice
to the Depositary that such Receipt has been acquired by a bona fide purchaser,
the Depositary shall execute and deliver a Receipt to the holder thereof of like
form and tenor in exchange and substitution for such destroyed, lost or stolen
Receipt, upon (i) the filing by the holder thereof with the Depositary of
evidence satisfactory to the Depositary and the Company of such destruction or
loss or theft of such Receipt, of the authenticity thereof and of such holder's
ownership thereof and (ii) the holder's furnishing the Depositary with
indemnification satisfactory to such Depositary and the Company.

         Section 2.8. Cancellation and Destruction of Surrendered Receipts.

         All Receipts surrendered to the Depositary or any Depositary's Agent
shall be canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.
[If Receipts are to be issued in Book- Entry Form: Any Receipt evidenced in
book-entry form shall be deemed canceled when the Depositary has caused the
amount of Depositary Shares evidenced by the DTC Receipt to be reduced in
proportion to the number of Depositary Shares evidenced by the surrendered
Receipt.]

         [If Receipts are to be issued in Book-Entry Form:

         Section 2.9. Interchange-ability of Book-Entry Receipts and Receipts in
Physical, Certificated Form.

         (a) Subject to the terms and conditions of this Deposit Agreement, upon
receipt by the Depositary of written instructions from a DTC participant on
behalf of any person having a beneficial interest in Depositary Shares evidenced
by the DTC Receipt for the purpose of directing the Depositary to execute and
deliver a Receipt in physical, certificated form evidencing such Depositary
Shares, the Depositary shall follow the procedures set forth in the FAST
Agreement for the purpose of reducing the number of Depositary Shares evidenced
by the DTC Receipt and, following such reduction, shall

                                     - 9 -



execute and deliver to or upon the order of the person or persons named in such
order a Receipt or Receipts registered in the name or names requested by such
person and evidencing in the aggregate the number of Depositary Shares equal to
the reduction in the number evidenced by the DTC Receipt. The Depositary may
require in such written instructions any certification or representations as it
shall deem necessary to comply with applicable law.

         (b) Subject to the terms and conditions of this Deposit Agreement, upon
receipt by the Depositary of a Receipt or Receipts in physical, certificated
form, duly endorsed or accompanied by appropriate instruments of transfer, in
form satisfactory to the Depositary, including any required certifications, and
together with written instructions directing the Depositary to adjust its
records to reflect an increase in the aggregate amount of Depositary Shares
evidenced by the DTC Receipt (including, without limitation, information
regarding the DTC participant account to be credited with such increase), and
upon payment of the fees and expenses of the Depositary, the Depositary shall
cancel such Receipt or Receipts in physical, certificated form and shall follow
the procedures set forth in the FAST Agreement for the purpose of reflecting
such increase in the number of Depositary Shares evidenced by the DTC Receipt.]

         Section 2.10. Stock Purchase Plans.

         The Depositary shall take such action as shall be necessary or
appropriate to permit the record holders of the Depositary Shares to participate
in any dividend reinvestment or other stock purchase plan sponsored by the
Company that permits the participation by such holders on such terms and
conditions as the Company may determine.

                                   ARTICLE III

                       CERTAIN OBLIGATIONS OF THE HOLDERS
                           OF RECEIPTS AND THE COMPANY

         Section 3.1. Filing Proofs, Certificates and Other Information.

         Any holder of a Receipt may be required from time to time to file such
proof of residence, or other matters or other information, to obtain such
guaranties of signature, to execute such certificates and to make such customary
representations and warranties consistent with the terms of the Stock as the
Depositary or the Company may deem necessary or proper. The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Receipt or the distribution of any dividend or
other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.

                                    - 10 -



         Section 3.2. Payment of Taxes or Other Governmental Charges.

         Holders of Receipts shall be obligated to make payments to the
Depositary of certain charges and expenses as provided in Section 5.7, or
provide evidence satisfactory to the Depositary that such charges and expenses
have been paid. Registration of transfer of any Receipt and delivery of all
money or other property, if any, represented by the Depositary Shares evidenced
by such Receipt may be refused until any such payment due is made, and any
dividends, interest payments or other distributions may be withheld or all or
any part of the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such charges or expenses, the holder of such Receipt remaining liable for any
deficiency.

         Section 3.3. Warranty as to Stock.

         The Company hereby represents and warrants to the Depositary that the
Stock, when issued, will be validly issued, fully paid and nonassessable. Such
representation and warranty shall survive the deposit of the Stock and the
issuance of Receipts.

         Section 3.4. Warranty as to Receipts.

         The Depositary hereby represents and warrants that the Receipts, when
issued, will be legal, valid and binding obligations of the Depositary,
enforceable against the Depositary in accordance with their terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium and other laws affecting creditors' rights generally and by general
equity principles. Such representation and warranty shall survive the deposit of
the Stock and the issuance of the Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

         Section 4.1. Cash Distributions.

         Whenever the Depositary shall receive any cash dividend or other cash
distribution with respect to the Stock, the Depositary shall, subject to Section
3.2, distribute to record holders of Receipts on the record date fixed pursuant
to Section 4.4 the pro rata portion, as nearly as practicable, of such dividend
or distribution applicable to the number of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required to withhold and shall withhold any monies from
any cash dividend or other cash distribution in respect of the Stock on account
of taxes, the distribution in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed

                                    - 11 -



without attributing to any holder of Depositary Shares a fraction of one cent,
and any balance not so distributable shall be held by the Depositary (without
liability for interest thereon) and shall be added to and be treated as part of
the next succeeding distribution to record holders of Receipts.

         Section 4.2. Distributions Other Than Cash.

         Whenever the Depositary shall receive any property (including
securities) for distribution in a form other than cash with respect to the
Stock, the Depositary shall, subject to Section 3.2, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.4 the pro
rata portion, as nearly as practicable, of such property (including securities)
received by it applicable to the number of Depositary Shares evidenced by the
Receipts held by such holders, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution. If in the opinion
of the Depositary such distribution cannot be made proportionately among such
record holders, or if for any other reason (including any requirement that the
Company or the Depositary withhold an amount on account of taxes) the Depositary
deems, after consultation with the Company, such distribution not to be
feasible, the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale of the property thus received, or any part
thereof. The net proceeds of any such sale shall, subject to Section 3.2, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts in accordance with the provisions of
Section 4.1 for a distribution received in cash. The Depositary shall have the
right, prior to making any distribution of such securities, to require the
Company to provide an opinion of counsel stating that such securities have been
registered under the Securities Act or do not need to be so registered.

         Section 4.3. Subscription Rights, Preferences or Privileges.

         (a) If the Company shall at any time offer or cause to be offered to
the persons in whose names Stock is recorded on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts, pro rata in proportion to the
Stock represented by such Receipt, in such manner as the Depositary may
determine, either by the issue to such record holders of warrants representing
such rights, preferences or privileges or by such other method as may be
approved by the Depositary in its discretion with the approval of the Company;
provided, however, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Depositary determines that it is not lawful or
(after consultation with the Company) not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or (ii) if and to the extent so instructed by holders of
Receipts who do not desire to exercise such rights, preferences or privileges,
then the Depositary, in its discretion (with the approval of the Company, in any
case where the Depositary has determined that it is not feasible to make such
rights, preferences or privileges available),

                                    - 12 -



may, if applicable laws or the terms of such rights, preferences or privileges
permit such transfer, sell such rights, preferences or privileges at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sales shall be distributed by the Depositary to the
record holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash. The Depositary shall have the right,
prior to making any distribution of such rights, preferences or privileges, to
require the Company to provide an opinion of counsel stating that such rights,
preferences or privileges have been registered under the Securities Act or do
not need to be so registered.

         (b) If registration under the Securities Act of the securities to which
any rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company agrees with the Depositary that it will file
promptly a registration statement pursuant to the Securities Act with respect to
such rights, preferences or privileges and securities and use its reasonable
best efforts and take all steps available to it to cause such registration
statement to become effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges. In no event shall the Depositary make
available to the holders of Receipts any right, preference or privilege to
subscribe for or to purchase any security unless and until such registration
statement shall have become effective, or unless the offering and sale of such
securities to holders are exempt from registration under the Securities Act.

         (c) If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees with the Depositary that the Company will use
its reasonable best efforts to take such action or obtain such authorization,
consent or permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges.

         Section 4.4. Notice of Dividends, Etc.; Fixing of Record Date for
Holders of Receipts.

         (i) Whenever any cash dividend or other cash distribution shall become
payable or any distribution of property (including securities) other than cash
shall be made, (ii) if rights, preferences or privileges shall at any time be
offered with respect to Stock, (iii) whenever the Depositary shall receive
notice of (a) any meeting at which holders of Stock are entitled to vote or of
which holders of Stock are entitled to notice, or (b) any election on the part
of the Company to redeem any shares of Stock, or (iv) whenever the Depositary
and the Company shall decide it is appropriate, the Depositary shall, in each
such instance, fix a record date (which shall be the same date as the record
date fixed by the Company with respect to the Stock) for the determination of
the holders of Receipts who shall be entitled hereunder to receive a
distribution in respect of such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to

                                    - 13 -



give instructions for the exercise of voting rights at any such meeting, or who
should be entitled to receive notice of such meeting or for any other
appropriate reasons.

         Section 4.5. Voting Rights.

         Upon receipt of notice of any meeting at which the holders of Stock are
entitled to vote, the Depositary shall, as soon as practicable thereafter, mail
to the record holders of Receipts a notice which shall contain (i) such
information as is contained in such notice of meeting and (ii) a statement that
the holders may, subject to any applicable restrictions, authorize the
Depositary to exercise the voting rights pertaining to the amount of Stock
underlying their respective Depositary Shares (including authority to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such authorization may be given. The Depositary shall
endeavor, insofar as practicable, to vote or cause to be voted, in accordance
with the authorization referred to above, the votes relating to the shares of
Stock (or portion thereof) underlying the Depositary Shares evidenced by all
Receipts as to which such authorization has been received. The Company hereby
agrees to take all such action as it deems necessary in order to enable the
Depositary to vote such Stock or cause such Stock to be voted. In the absence of
authorization from the holder of a Receipt, the Depositary will abstain from
voting (but, at its discretion, not from appearing at any meeting with respect
to such Stock unless directed to the contrary by the holders of all the
Receipts) to the extent of the Stock (or portion thereof) underlying the
Depositary Shares evidenced by such Receipt.

         Section 4.6. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, Etc.

         (a) Upon any change in par or stated value, split-up, combination or
any other reclassification of the Stock, or upon any recapitalization,
reorganization, merger, amalgamation or consolidation to which the Company is a
party or sale of all or substantially all of the Company's assets, the
Depositary may with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as to retain as nearly as possible
the percentage ownership interest in Stock of holders of the Receipts
immediately prior to such event, (i) make such adjustments in (a) the fraction
of an interest in one share of Stock underlying one Depositary Share and (b) the
ratio of the redemption price per Depositary Share to the redemption price of a
share of Stock, in each case as it may deem necessary to reflect the effects of
such change in par or stated value, split-up, combination or other
reclassification of Stock, or of such recapitalization, reorganization, merger,
amalgamation or consolidation or sale, and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon conversion of or in
respect of the Stock as new deposited securities so received in exchange for or
upon conversion of or in respect of the Stock. In any such case the Depositary
may in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited
securities.

                                    - 14 -



         (b) Anything to the contrary herein or in the Receipt notwithstanding,
holders of Receipts shall have the right from and after the effective date or
any such change in par or stated value, split-up, combination or other
reclassification of the Stock or any such recapitalization, reorganization,
merger, amalgamation, consolidation or sale, to the extent that holders of Stock
had the right, prior to or on the applicable effective date, to convert,
exchange or surrender shares of Stock into or for other stock, securities,
property or cash, to surrender such Receipts to the Depositary with instructions
to convert, exchange or surrender the Stock represented thereby only into or
for, as the case may be, the kind and amount of shares of stock and other
securities and property and cash into which the Stock represented by such
Receipts has been converted or for which such Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction.

         Section 4.7. Inspection of Reports.

         The Depositary shall make available for inspection by holders of
Receipts at the Depositary's Office, and at such other places as it may from
time to time deem advisable, any reports and communications received from the
Company which are received by the Depositary as the holder of Stock.

         Section 4.8. List of Receipt Holders.

         Promptly, upon request by the Company, the Depositary shall furnish to
it a list, as of a specified date, of the names and addresses of all persons in
whose names Receipts are registered on the books of the Depositary, and the
amount of Stock represented thereby.

                                    ARTICLE V

                    THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                          THE REGISTRAR AND THE COMPANY

         Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar.

         (a) Upon execution of this Deposit Agreement, the Depositary shall
maintain, at the Depositary's Office, facilities for the execution and delivery,
registration and registration of transfer, surrender and exchange of Receipts,
and at the offices of the Depositary's Agents, if any, facilities for the
delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement.

         (b) The Depositary shall, with the approval of the Company, appoint a
Registrar for registration of such Receipts or Depositary Shares in accordance
with any requirements of any applicable stock exchange in which the Receipts or
the Depositary Shares may be listed. Such Registrar (which may be the Depositary
if so permitted by the

                                    - 15 -



requirements of such exchange) may be removed and a substitute Registrar
appointed by the Depositary upon the request or with the approval of the
Company. If the Receipts, the Depositary Shares or the Stock are listed on one
or more other stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange regulation.

         (c) The Registrar shall maintain books at the Depositary's Office for
the registration and registration of transfer of Receipts or at such other place
as shall be approved by the Company and of which the holders of Receipts shall
have reasonable notice, which books at all reasonable times shall be open for
inspection by the record holders of Receipts; provided, that the exercise of
such right shall be governed by the provisions of Section ______ of the
_________, as amended, or any successor provision thereto, anything herein to
the contrary notwithstanding.

         (d) The Depositary may cause the Registrar to close the books with
respect to the Receipts, at any time or from time to time, when the register of
stockholders of the Company is closed with respect to the Stock or when such
action is deemed necessary or advisable by the Depositary, any Depositary's
Agent or the Company because of any requirement of law or of any government,
governmental body or commission, stock exchange or any applicable
self-regulatory body, including, without limitation, the NASD.

         Section 5.2. Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar or the Company.

         Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall incur any liability to any holder of any Receipt if by reason
of any provision of any present or future law, or regulation thereunder, of the
United States of America or of any other governmental authority or, in the case
of the Depositary, the Depositary's Agent or the Registrar, by reason of any
provision, present or future, of the Company's Restated Certificate of
Incorporation, as amended (including the Amendment), or by reason of any act of
God or war, the Depositary, the Depositary's Agent, the Registrar or the Company
shall be prevented or forbidden from doing or performing any act or thing which
the terms of this Deposit Agreement provide shall be done or performed; nor
shall the Depositary, any Depositary's Agent, any Registrar or the Company incur
any liability or be subject to any obligation (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Deposit Agreement provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement, except in the event of the
gross negligence or willful misconduct of the party charged with such exercise
or failure to exercise.

                                    - 16 -



         Section 5.3. Obligations of the Depositary, the Depositary's Agents,
the Registrar and the Company.

         (a) Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company assumes any obligation or shall be subject to any liability
under this Deposit Agreement to holders of Receipts other than for its gross
negligence or willful misconduct.

         (b) Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be under any obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of the Stock, the Depositary
Shares or the Receipts which in its opinion may involve it in expense or
liability unless indemnity to such party against all expense and liability be
furnished as often as required.

         (c) Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be liable to any party hereto for any action or any
failure to act by it in reliance upon the written advice of legal counsel or
accountants, or information from any person presenting Stock for deposit or any
holder of a Receipt. The Depositary, any Depositary's Agent, any Registrar and
the Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the party or parties specified in this
Agreement.

         (d) The Depositary shall not be responsible for any failure to carry
out any authorization to vote any of the shares of Stock of for the manner or
effect of any such vote made, as long as such action or inaction is in good
faith and does not result from the gross negligence or willful misconduct of the
Depositary. The Depositary undertakes and shall cause any Registrar to
undertake, to perform such duties and only such duties as are specifically set
forth in this Agreement using its reasonable best efforts and in good faith. The
parties hereto acknowledge that no implied covenants or obligations shall be
read into this Deposit Agreement against the Depositary or any Registrar or
against the Company with respect to the Depositary and any Registrar. The
Depositary will indemnify the Company against any liability which may arise out
of acts performed or omitted by the Depositary or any Depositary's Agent due to
its or their gross negligence or bad faith. The Depositary, any Depositary's
Agent, any Registrar and the Company may own and deal in any class of securities
of the Company and its affiliates and in Receipts subject to the provisions of
applicable law. The Depositary may also act as transfer agent or registrar of
any of the securities of the Company and its affiliates.

         Section 5.4. Resignation and Removal of the Depositary: Appointment of
Successor Depositary.

         (a) The Depositary may at any time resign as Depositary hereunder by
notice of its election so to do delivered to the Company, such resignation to
take effect upon the appointment of a successor Depositary and its acceptance of
such appointment as hereinafter provided.

                                    - 17 -



         (b) The Depositary may at any time be removed by the Company by notice
of such removal delivered to the Depositary, such removal to take effect upon
the appointment of a successor Depositary and its acceptance of such appointment
as hereinafter provided.

         (c) In case the Depositary acting hereunder shall at any time resign or
be removed, the Company shall, within 60 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. Every successor Depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder and agreeing to become a party to this Agreement, and
thereupon such successor Depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Stock and any monies or property held hereunder to such successor and
shall deliver to such successor a list of the record holders of all outstanding
Receipts. Any successor Depositary shall promptly mail notice of its appointment
to the record holders of Receipts.

         (d) Any corporation or other entity into or with which the Depositary
may be merged, consolidated or converted, or to which the Depositary may sell
all or substantially all its assets, shall be the successor of such Depositary
without the execution or filing of any document or any further act. Such
successor Depositary may authenticate the Receipts in the name of the
predecessor Depositary or in the name of the successor Depositary.

         Section 5.5. Corporate Notices and Reports.

         The Company agrees that it will deliver to the Depositary and the
Depositary will, promptly after receipt thereof, transmit to the record holders
of Receipts, in each case at the address furnished to it pursuant to Section
4.8, all notices and reports (including without limitation financial statements)
required by law, the rules of any national securities exchange upon which the
Stock, the Depositary Shares or the Receipts are listed or by the Company's
Restated Certificate of Incorporation, as amended (including the Certificate of
Designation), to be furnished by the Company to holders of Stock. Such
transmission will be at the Company's expense and the Company will provide the
Depositary with such number of copies of such documents as the Depositary may
reasonably request.

                                    - 18 -



         Section 5.6. Indemnification by the Company.

         The Company shall indemnify the Depositary, any Depositary's Agent and
any Registrar against, and hold each of them harmless from, any loss, liability
or expense (including the reasonable costs and expenses of defending itself)
which may arise out of (i) acts performed or omitted in connection with this
Agreement and the Receipts (a) by the Depositary, any Registrar or any of their
respective agents (including any Depositary's Agent), except for any liability
arising out of gross negligence or willful misconduct on the respective parts of
any such person or persons, or (b) by the Company or any of its agents, or (ii)
the offer, sale or registration of the Receipts or the Stock pursuant to the
provisions hereof. The obligations of the Company set forth in this Section 5.6
shall survive any succession of any Depositary, Registrar or Depositary's Agent.

         Section 5.7. Charges and Expenses.

         (a) The Company shall pay all charges of the Depositary in connection
with the initial deposit of the Stock and the initial issuance of the Depositary
Shares, and redemption of the Stock at the option of the Company. All other
transfer and other taxes and governmental charges shall be at the expense of
holders of Depositary Shares. The Depositary may refuse to effect any transfer
of a Receipt or any withdrawal of Stock evidenced thereby until all such taxes
and charges with respect to such Receipt or Stock are paid by the holder
thereof. If, at the request of a holder of Receipts, the Depositary incurs
charges or expenses for which it is not otherwise liable hereunder, such holder
will be liable for such charges and expenses.

         (b) All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar (including, in each case,
reasonable fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be payable by the Company only after prior
consultation and agreement between the Depositary and the Company and consent by
the Company to the incurrence of such expenses, which consent shall not be
unreasonably withheld. The Depositary shall present any statement for charges
and expenses to the Company promptly, unless the Company shall agree otherwise.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         Section 6.1. Amendment.

         The form of the Receipts and any provisions of this Deposit Agreement
may at any time and from time to time be amended by agreement between the
Company and the Depositary in any respect which they may deem necessary or
desirable; provided, however, that no such amendment which shall materially and
adversely alter the rights of the holders of Receipts shall be effective unless
such amendment shall have been

                                    - 19 -



approved by the holders of at least a majority of the Depositary Shares then
outstanding. Every holder of an outstanding Receipt at the time any such
amendment becomes effective shall be deemed, by continuing to hold such Receipt,
to consent and agree to such amendment and to be bound by the Deposit Agreement
as amended thereby. In no event shall any amendment impair the right, subject to
the provisions of Sections 2.5 and 2.6 hereof, of any owner of any Depositary
Shares to surrender any Receipt evidencing such Depositary Shares to the
Depositary with instructions to deliver to the holder the Stock and all money
and other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law or the rules and regulations of any
governmental body, agency or commission, the NASD or any applicable stock
exchange.

         Section 6.2. Termination.

         (a) This Agreement may be terminated by the Company or the Depositary
only if (i) all outstanding Depositary Shares shall have been redeemed pursuant
to Section 2.3, (ii) all the Stock has been withdrawn pursuant to Section 2.5,
or (iii) there shall have been made a final distribution in respect of the Stock
in connection with any liquidation, dissolution or winding up of the Company and
such distribution shall have been distributed to the holders of Depositary
Shares pursuant to Section 4.1 or 4.2, as applicable.

         (b) Whenever the Deposit Agreement has been terminated pursuant to
(iii) above, the Depositary will mail notice of such termination to the record
holders of all Depositary Shares then outstanding at least 30 days prior to the
date fixed in that notice for termination of the Deposit Agreement. If any
Depositary Shares remain outstanding after the date of termination, the
Depositary thereafter will discontinue the transfer of Depositary Shares, will
suspend the distribution of dividends to the owners thereof, and will not give
any further notices (other than notice of such termination) or perform any
further acts under this Deposit Agreement, except that the Depositary will
continue (i) to collect dividends on the Stock and any other distributions with
respect thereto, (ii) to deliver or cause to be delivered shares of Stock,
together with such dividends and distributions, or principal and interest, and
the net proceeds of any sales of rights, preferences, privileges or other
property (other than real property) in exchange for Depositary Shares
surrendered. At any time after the expiration of three years from the date of
termination, the Depositary may sell the Stock then held by it at a public or
private sale, at such place or places and upon such terms as it deems proper and
may thereafter hold the net proceeds of such sale, without liability for
interest, for the pro rata benefit of the owners of the Depositary Shares which
have not theretofore been surrendered. Subject to applicable escheat laws, any
monies set aside by the Company in respect of any payment with respect to the
Stock represented by the Depositary Shares, or dividends thereon, and unclaimed
at the end of three years from the date upon which such payment is due and
payable shall revert to the general funds of the Company, after which reversion
the holders of such Depositary Shares shall look only to the general funds of
the Company for payment thereof.

                                    - 20 -



         (c) Upon the termination of this Deposit Agreement, the parties hereto
shall be discharged from all obligations under this Deposit Agreement except for
their respective obligations under Sections 5.3, 5.6 and 5.7.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.1. Counterparts.

         This Deposit Agreement may be executed in any number of counterparts,
and by each of the parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed an original, but
all such counterparts taken together shall constitute one and the same
instrument.

         Section 7.2. Exclusive Benefit of Parties.

         This Deposit Agreement is for the exclusive benefit of the parties
hereto, and their respective successors hereunder, and shall not be deemed to
give any legal or equitable right, remedy or claim to any other person
whatsoever.

         Section 7.3. Invalidity of Provisions.

         In case any one or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or modified thereby.

         Section 7.4. Notices.

         (a) Any and all notices to be given to the Company hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or telegram, telecopy or telex confirmed by
letter, addressed to the Company at One M&T Plaza, Buffalo, New York 14203,
telephone: (___) ___-____, telecopy: (___) ___-____, Attention:
_________________, or at any other address and to the attention of any other
person of which the Company shall have notified the Depositary in writing.

         (b) Any and all notices to be given to the Depositary hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or by telegram, telecopy or telex
confirmed by letter, addressed to the Depositary at the Depositary's Office, at
[Address of Depositary], telephone: (___) ___-____, telecopy: (___) ___-____,
Attention: _________________, or at any other address and to the attention of
any other person of which the Depositary shall have notified the Company in
writing.

                                    - 21 -



         (c) Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram, telecopy
or telex confirmed by letter, addressed to such record holder at the address of
such record holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

         (d) Delivery of a notice sent by mail or by telegram, telecopy or telex
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
telex message) is deposited, postage prepaid, in a post office letter box. The
Depositary or the Company may, however, act upon any telegram or telecopy
message received by it from the other or from any holder of a Receipt,
notwithstanding that such telegram or telecopy message shall not subsequently be
confirmed by letter or as aforesaid.

         Section 7.5. Depositary's Agents.

         The Depositary may from time to time appoint any Depositary's Agent to
act in any respect for the Depositary for the purposes of this Deposit Agreement
and may at any time appoint additional Depositary's Agents and vary or terminate
the appointment of such Depositary's Agents. The Depositary will promptly notify
the Company of any such action.

         Section 7.6. Holders of Receipts Are Parties.

         By acceptance of delivery of the Receipts, any holder of such Receipt
from time to time shall be deemed to have agreed to become a party to this
Deposit Agreement and to be bound by all of the terms and conditions hereof and
of the Receipts to the same extent as though such person executed this
Agreement.

         Section 7.7. Governing Law.

         THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND
THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
APPLICABLE CONFLICTS OF LAW PROVISIONS).

         Section 7.8. Inspection of Deposit Agreement.

         Copies of this Deposit Agreement shall be filed with the Depositary and
the Depositary's Agents and shall be open to inspection during business hours at
the Depositary's Office and the respective offices of the Depositary's agent, if
any, by any holder of a Receipt.

                                    - 22 -



         Section 7.9. Headings.

         The headings of articles and sections in this Deposit Agreement and in
the form of the Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are not to be regarded as a part of this Deposit Agreement
or the Receipts or to have any bearing upon the meaning or interpretation of any
provision contained herein or in the Receipts.

                                    - 23 -



         IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.

                                                     M&T BANK CORPORATION

                                                     By: _______________________
                                                     Authorized Officer

                                                     [NAME OF DEPOSITARY]

                                                     By: _______________________
                                                     Authorized Officer

                                    - 24 -



                                    EXHIBIT A

                                 FORM OF RECEIPT

TEMPORARY RECEIPT EXCHANGEABLE FOR                     CERTIFICATE FOR
ENGRAVED RECEIPT WHEN READY FOR                        ______________________
DELIVERY                                               DEPOSITARY SHARES

                                                       CUSIP _____________
TRANSFERABLE
DEPOSITARY RECEIPT                                     SEE REVERSE FOR
                                                       CERTAIN DEFINITIONS

This Certificate is transferable in
____________________, ____

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH DEPOSITARY SHARE REPRESENTING A
_________ INTEREST IN ONE SHARE OF SERIES __ [___%] PREFERRED STOCK

                              M&T BANK CORPORATION

                             A New York Corporation

[NAME OF DEPOSITARY], as Depositary (the "Depositary") hereby certifies that
_____________________________ is the registered owner of ___________________
DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing a
______ interest in one share of Series __ [___%] Preferred Stock, par value
$1.00 per share, (the "Stock"), of M&T Bank Corporation, a New York corporation
(the "Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of ____________ __,
____ (the "Deposit Agreement"), between the Corporation and the Depositary. By
accepting this Depositary Receipt, the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Depositary Receipt shall not be valid or obligatory for any purpose or be
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depositary by the manual signature of a duly

                                       A-1



authorized officer or, if executed in facsimile by the Depositary, countersigned
by a Registrar in respect of the Depositary Receipts by a duly authorized
officer thereof.

Dated: ________ __, ____

                                                [NAME OF DEPOSITARY], Depositary

                                                By: ____________________________
                                                    Authorized Officer

                                                [NAME OF REGISTRAR], Registrar

                                                By: ____________________________
                                                    Authorized Officer

                                       A-2



                              M&T BANK CORPORATION

M&T BANK CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A RECEIPT WHO
SO REQUESTS A COPY OR SUMMARY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF
THE PORTIONS OF THE CERTIFICATE OF DESIGNATIONS ESTABLISHING THE DESIGNATIONS,
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO SHARES OF EACH CLASS
AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH
SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR
FUTURE SERIES) WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, INCLUDING THE
SERIES __ [___%] PREFERRED STOCK. ANY SUCH REQUEST SHOULD BE ADDRESSED TO M&T
BANK CORPORATION, ONE M&T PLAZA, BUFFALO, NEW YORK 14203, ATTENTION
_________________________________________

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Depositary Receipt, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM               -     as tenants in common
TEN ENT               -     as tenants by the entireties
JT TEN                -     as joint tenants with right of survivorship and not
                            as tenants in common
UNIF GIFT MIN ACT                    - ____________ Custodian _____________
                                          (Cust)                  (Minor)

                                     Under Uniform Gift to
                                     Minors Act ___________________________
                                                                         (State)

UNIF GIFT MIN ACT                    - __________ Custodian (until age ____)
                                          (Cust)
                                       ___________ under Uniform Transfers
                                         (Minor)

                                     to Minors Act ________________________
                                                                          (Cust)

                                     Additional abbreviations may also be used
                                     though not in the above list.

                                       A-3



                                                                    Exhibit 4(b)

- --------------------------------------------------------------------------------

                                    INDENTURE

                                     BETWEEN

                              M&T BANK CORPORATION

                                       AND

                                   [        ]
                                  (AS TRUSTEE)

                                   dated as of

                                  [      ], [ ]

                             SENIOR DEBT SECURITIES

- --------------------------------------------------------------------------------



                    .........................................
           CERTAIN SECTIONS OF THIS INDENTURE RELATINGTO SECTIONS 310
                                  THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:



TRUST INDENTURE ACT SECTION             INDENTURE SECTION
- ---------------------------------------------------------
                                     
Sections 310     (a)(1).                      6.09
- ---------------------------------------------------------
                 (a)(2)                       6.09
- ---------------------------------------------------------
                 (a)(3)                  Not Applicable
- ---------------------------------------------------------
                 (a)(4)                  Not Applicable
- ---------------------------------------------------------
                 (b)                          6.08
- ---------------------------------------------------------
                                              6.10
- ---------------------------------------------------------
Sections 311     (a)                          6.13
- ---------------------------------------------------------
                 (b)                          6.13
- ---------------------------------------------------------
Sections 312     (a)                          7.01
- ---------------------------------------------------------
                                              7.02
- ---------------------------------------------------------
                 (b)                          7.02
- ---------------------------------------------------------
                 (c)                          7.02
- ---------------------------------------------------------
Sections 313     (a)                          7.03
- ---------------------------------------------------------
                 (b)                          7.03
- ---------------------------------------------------------
                 (c)                          7.03
- ---------------------------------------------------------
                 (d)                          7.03
- ---------------------------------------------------------
Sections 314     (a)                          7.04
- ---------------------------------------------------------
                 (a)(4)                       1.01
- ---------------------------------------------------------
                                              10.04
- ---------------------------------------------------------
                 (b)                     Not Applicable
- ---------------------------------------------------------
                 (c)(1)                       1.02
- ---------------------------------------------------------
                 (c)(2)                       1.02
- ---------------------------------------------------------
                 (c)(3)                  Not Applicable
- ---------------------------------------------------------
                 (d)                     Not Applicable
- ---------------------------------------------------------
                 (e)                          1.02
- ---------------------------------------------------------
Sections 315     (a)                          6.01
- ---------------------------------------------------------
                 (b)                          6.02
- ---------------------------------------------------------
                 (c)                          6.01
- ---------------------------------------------------------
                 (d)                          6.01
- ---------------------------------------------------------
                 (e)                          5.14
- ---------------------------------------------------------
Sections 316     (a)                          1.01
- ---------------------------------------------------------
                 (a)(1) (A)                   5.02
- ---------------------------------------------------------
                                              5.12
- ---------------------------------------------------------
                 (a)(1) (B)                   5.13
- ---------------------------------------------------------
                 (a)(2)                  Not Applicable
- ---------------------------------------------------------
                 (b)                          5.08
- ---------------------------------------------------------
                 (c)                          1.04
- ---------------------------------------------------------




                                           
Sections 317     (a)(1)                       5.03
- ---------------------------------------------------------
                 (a)(2)                       5.04
- ---------------------------------------------------------
                 (b)                          10.03
- ---------------------------------------------------------
Sections 318     (a)                          1.07
- ---------------------------------------------------------



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



                                TABLE OF CONTENTS

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                                                                                                        
SECTION 1.01 DEFINITIONS.............................................................................       1

SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS....................................................       8

SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE..................................................       8

SECTION 1.04 ACTS OF HOLDERS; RECORD DATES...........................................................       9

SECTION 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY...................................................      11

SECTION 1.06 NOTICE TO HOLDERS; WAIVER...............................................................      11

SECTION 1.07 CONFLICT WITH TRUST INDENTURE ACT.......................................................      12

SECTION 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS................................................      12

SECTION 1.09 SUCCESSORS AND ASSIGNS..................................................................      12

SECTION 1.10 SEPARABILITY CLAUSE.....................................................................      12

SECTION 1.11 BENEFITS OF INDENTURE...................................................................      12

SECTION 1.12 GOVERNING LAW...........................................................................      12

SECTION 1.13 LEGAL HOLIDAYS..........................................................................      13

                                ARTICLE II.

                              SECURITY FORMS

SECTION 2.01 FORMS GENERALLY.........................................................................      13

SECTION 2.02 FORM OF FACE OF SECURITY................................................................      13

SECTION 2.03 FORM OF REVERSE OF SECURITY.............................................................      15

SECTION 2.04 FORM OF LEGEND FOR GLOBAL SECURITIES....................................................      19

SECTION 2.05 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.........................................      19

                                  ARTICLE III.

                                 THE SECURITIES

SECTION 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES....................................................      19

SECTION 3.02 DENOMINATIONS...........................................................................      22

SECTION 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING..........................................      22

SECTION 3.04 TEMPORARY SECURITIES....................................................................      24

SECTION 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.....................................      24

SECTION 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES........................................      26





                                                                                                        
SECTION 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..........................................      27

SECTION 3.08 PERSONS DEEMED OWNERS...................................................................      28

SECTION 3.09 CANCELLATION............................................................................      28

SECTION 3.10 COMPUTATION OF INTEREST.................................................................      28

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE.................................................      29

SECTION 4.02 APPLICATION OF TRUST MONEY..............................................................      30

                                   ARTICLE V.

                                    REMEDIES

SECTION 5.01 EVENTS OF DEFAULT.......................................................................      30

SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT......................................      31

SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.........................      32

SECTION 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM........................................................      33

SECTION 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.............................      33

SECTION 5.06 APPLICATION OF MONEY COLLECTED..........................................................      34

SECTION 5.07 LIMITATION ON SUITS.....................................................................      34

SECTION 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST...............      35

SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES......................................................      35

SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE..........................................................      35

SECTION 5.11 DELAY OR OMISSION NOT WAIVER............................................................      35

SECTION 5.12 CONTROL BY HOLDERS......................................................................      35

SECTION 5.13 WAIVER OF PAST DEFAULTS.................................................................      36

SECTION 5.14 UNDERTAKING FOR COSTS...................................................................      36

SECTION 5.15 WAIVER OF USURY, STAY OR EXTENSION LAWS.................................................      36

                                   ARTICLE VI.

                                   THE TRUSTEE

SECTION 6.01 CERTAIN DUTIES AND RESPONSIBILITIES.....................................................      37

SECTION 6.02 NOTICE OF DEFAULTS......................................................................      37

SECTION 6.03 CERTAIN RIGHTS OF TRUSTEE...............................................................      37

SECTION 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..................................      38



                                       ii



                                                                                                        
SECTION 6.05 MAY HOLD SECURITIES.....................................................................      38

SECTION 6.06 MONEY HELD IN TRUST.....................................................................      38

SECTION 6.07 COMPENSATION AND REIMBURSEMENT..........................................................      39

SECTION 6.08 CONFLICTING INTERESTS...................................................................      39

SECTION 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.................................................      39

SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.......................................      40

SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..................................................      41

SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.............................      42

SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.......................................      42

SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT.....................................................      43

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS...............................      44

SECTION 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS..................................      44

SECTION 7.03 REPORTS BY TRUSTEE......................................................................      45

SECTION 7.04 REPORTS BY COMPANY......................................................................      45

                                  ARTICLE VIII.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS....................................      45

SECTION 8.02 SUCCESSOR SUBSTITUTED...................................................................      46

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS......................................      47

SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.........................................      48

SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES....................................................      49

SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES.......................................................      49

SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT.....................................................      49

SECTION 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES......................................      49



                                       iii



                                                                                                        
                                   ARTICLE X.

                                   COVENANTS

SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.............................................      50

SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY........................................................      50

SECTION 10.03 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST......................................      50

SECTION 10.04 STATEMENT BY OFFICERS AS TO DEFAULT....................................................      51

SECTION 10.05 EXISTENCE..............................................................................      52

SECTION 10.06 MAINTENANCE OF PROPERTIES..............................................................      52

SECTION 10.07 LIMITATION ON SALE OR ISSUANCE OF CAPITAL STOCK OF CERTAIN SUBSIDIARIES................      52

SECTION 10.08 LIMITATION UPON LIENS ON CERTAIN CAPITAL STOCK.........................................      53

SECTION 10.09 PAYMENT OF TAXES AND OTHER CLAIMS......................................................      53

SECTION 10.10 WAIVER OF CERTAIN COVENANTS............................................................      54

                                   ARTICLE XI.

                            REDEMPTION OF SECURITIES

SECTION 11.01 APPLICABILITY OF ARTICLE...............................................................      54

SECTION 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE..................................................      54

SECTION 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED......................................      54

SECTION 11.04 NOTICE OF REDEMPTION...................................................................      55

SECTION 11.05 DEPOSIT OF REDEMPTION PRICE............................................................      56

SECTION 11.06 SECURITIES PAYABLE ON REDEMPTION DATE..................................................      56

SECTION 11.07 SECURITIES REDEEMED IN PART............................................................      56

                                  ARTICLE XII.

                                  SINKING FUNDS

SECTION 12.01 APPLICABILITY OF ARTICLE...............................................................      57

SECTION 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..................................      57

SECTION 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND..............................................      57

                                  ARTICLE XIII.

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.01 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE...........................      58

SECTION 13.02 DEFEASANCE AND DISCHARGE...............................................................      58

SECTION 13.03 COVENANT DEFEASANCE....................................................................      58



                                       iv



                                                                                                        
SECTION 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE........................................      59

SECTION 13.05 DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND FOREIGN GOVERNMENT OBLIGATIONS TO BE
              HELD IN TRUST; MISCELLANEOUS PROVISIONS................................................      61

SECTION 13.06 REINSTATEMENT..........................................................................      62



                                       v



         INDENTURE, dated as of _____________, between M&T Bank Corporation, a
New York corporation which is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, and under Article III-A of the New
York Banking Law (herein called the "Company"), having its principal office at
One M&T Plaza, Buffalo, New York 14203, and _______________, a _______________
corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

       NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01 Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires: (1) the terms defined in this
Article have the meanings assigned to them in this Section 1.01 and include the
plural as well as the singular; (2) all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein; (3) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date of such computation;
(4) unless the context otherwise requires, any reference to an "Article" or a
"Section" refers to an Article or a Section, as the case may be, of this
Indenture; and (5) 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.



         (a)      "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04(a).

         (b)      "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control " when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         (c)      "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         (d)      "Bank" means (i) any institution which accepts deposits that
the depositor has a legal right to withdraw on demand and engages in the
business of making commercial loans, and (ii) any trust company.

         (e)      "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

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

         (g)      "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

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

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

         (j)      "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                                        2



         (k)      "Corporate Trust Office" means the principal office of the
Trustee in ___________________________ at which at any particular time its
corporate trust business shall be administered, which office at the date hereof
is located at _______________________, Attention: ______________.

         (l)      "corporation" means a corporation, association, company,
joint-stock company or business trust.

         (m)      "Covenant Defeasance" has the meaning specified in Section
13.03.

         (n)      "Defaulted Interest" has the meaning specified in Section
3.07.

         (o)      "Defeasance" has the meaning specified in Section 13.02.

         (p)      "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.01.

         (q)      "Event of Default" has the meaning specified in Section 5.01.

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

         (s)      "Expiration Date" has the meaning specified in Section 1.04.

         (t)      "Foreign Government Obligation" has the meaning specified in
Section 13.04.

         (u)      "Global Security" means a Security that evidences all or part
of the Securities of any series and bears the legend set forth in Section 2.04
(or such legend as may be specified as contemplated by Section 3.01 for such
Securities).

         (v)      "Holder" means a Person in whose name a Security is registered
in the Security Register.

         (w)      "indebtedness for money borrowed" means: (i) any obligation
of, or any obligation guaranteed by, the Company for the repayment of money
borrowed, whether or not evidenced by bonds, debentures, notes or other written
instruments, (ii) any capitalized lease obligations, and (iii) any deferred
obligation for payment of the purchase price of any property or assets.

         (x)      "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any

                                        3



such supplemental indenture, respectively. The term "Indenture" shall also
include the terms of particular series of Securities established as contemplated
by Section 3.01.

         (y)      "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

         (z)      "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

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

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

         (cc)     "Notice of Default" means a written notice of the kind
specified in Section 5.01(d) or 5.01(e).

         (dd)     "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 10.04 shall
be the principal executive, financial or accounting officer of the Company.

         (ee)     "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee, in
form and substance acceptable to the Trustee.

         (ff)     "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02.

         (gg)     "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

                  (ii)     Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been

                                        4



duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;

                  (iii)    Securities as to which Defeasance has been effected
pursuant to Section 13.02; and

                  (iv)     Securities which have been paid pursuant to Section
3.06 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.01, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 3.01, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

         (hh)     "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

         (ii)     "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                                        5



         (jj)     "Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         (kk)     "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

         (ll)     "Principal Subsidiary Bank" means any Subsidiary which is a
Bank and has total assets equal to 50 percent or more of the consolidated assets
of the Company determined as of the date of the most recent financial statements
of such entities.

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

         (nn)     "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         (oo)     "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.01.

         (pp)     "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer 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 his
knowledge of and familiarity with the particular subject.

         (qq)     "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

         (rr)     "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

         (ss)     "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

         (tt)     "Senior Indebtedness" means, unless otherwise determined with
respect to any series of Securities pursuant to Section 3.01, the principal of
(and premium, if any) and interest on: (i) all "indebtedness for money borrowed"
of the Company, including indebtedness of others guaranteed by the Company,
other than the Securities, whether outstanding on the date of execution of the
indenture or incurred afterward, except indebtedness that by its terms expressly
is not superior in payment right to the Securities or ranks equal to the
Securities; and (ii) any deferrals, renewals or extensions of any such
indebtedness. Senior Indebtedness of the Company includes: (i) any borrowings
under the $30 million credit facility under the Credit Agreement dated as of
December 15, 2000 between the Company and Citibank, N.A., (ii) any outstanding
commercial paper issued by the Company, and (iii) the Company's guarantee of the
6.5% Senior Medium Term Notes due 2008 issued by Keystone Financial Mid-Atlantic
Funding Corp. The following indebtedness of the Company, however, is not
considered to be Senior Indebtedness of the Company, and is subordinate to the
Securities: (i) 7.20% Subordinated Notes due July 1, 2007, (ii) 6.875%
Subordinated Notes due June 1, 2009, (iii) Floating Rate Junior Subordinated
Debentures due January 15, 2027, (iv) Floating Rate Junior Subordinated
Debentures due February 1, 2027, (v) 8.234% Junior Subordinated Debentures due
February 1, 2027, (vi) 9.25% Junior Subordinated Debentures due February 1,
2027, (vii) 8.277% Junior Subordinated Debentures due June 1, 2027, and (viii)
Floating Rate Junior Subordinated Debentures due July 15, 2029.



                                        6


         (uu)     "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

         (vv)     "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

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

         (xx)     "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

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

         (zz)     "U.S. Government Obligation" has the meaning specified in
Section 13.04.

                                        7



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

         (bbb)    "Voting Stock" means stock of the class or classes having
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of such corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).

Section 1.02 Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture. Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.04) shall include,

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

         (b)      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;

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

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

Section 1.03 Form of Documents Delivered to Trustee.

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

         (b)      Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by,

                                        8



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

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

Section 1.04 Acts of Holders; Record Dates.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

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

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

                                        9



         (e)      The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.06.

         (f)      The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(b) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.06.

                                       10



         (g)      With respect to any record date set pursuant to this Section
1.04, the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.06, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

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

Section 1.05 Notices, Etc., to Trustee and Company.

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

         (a)      the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
______________, or

         (b)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company.

Section 1.06 Notice to Holders; Waiver.

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

                                       11



notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         (b)      In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

Section 1.07 Conflict with Trust Indenture Act.

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

Section 1.08 Effect of Headings and Table of Contents.

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

Section 1.09 Successors and Assigns.

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

Section 1.10 Separability Clause.

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

Section 1.11 Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 1.12 Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

                                       12



Section 1.13 Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE II.

                                 SECURITY FORMS

Section 2.01 Forms Generally.

         (a)      The Securities of each series shall be in substantially the
form set forth in this Article II, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

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

Section 2.02 Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.] THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

                              M&T BANK CORPORATION

                                       13



No._______                                                              $_______

M&T Bank Corporation, a New York corporation which is registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended, and
under Article III-A of the New York Banking Law (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of ___________
Dollars on ___________ [(if the Security is to bear interest prior to Maturity,
insert:) , and to pay interest thereon from or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on ___________ and _____________ in each year, commencing __________, at the
rate of ___% per annum, until the principal hereof is paid or made available for
payment] [(if applicable, insert:) , provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ____% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _______ or _______ (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

[(If the Security is not to bear interest prior to Maturity, insert:) The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.] [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

                                       14



Payment of the principal of (and premium, if any) and [(if applicable, insert:)
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in __________, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [(if applicable, insert:) ; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

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

Dated:

                                                     M&T BANK CORPORATION

                                                     By: _______________________

Attest:  ______________________________

Section 2.03 Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of __________________ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and ____________ as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [(if applicable, insert:) , limited
in aggregate principal amount to $__________].

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [(if applicable, insert:)
(1) on ________ in any year commencing with the year _____ and ending with the
year _____ through operation of

                                       15



the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [(if applicable, insert:) on or after
______, 20__], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [(if applicable, insert:) on or before _______, ___%, and if
redeemed] during the 12-month period beginning ___________ of the years
indicated,



Year              Redemption Price           Year             Redemption Price
- ---------------------------- ---------------------------------------------------
                                                     


and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [(if applicable, insert:) (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on __________ in any
year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [(if
applicable, insert:) on or after ________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning _________ of the years indicated,



Year               Redemption Price For Redemption Through      Redemption Price For Redemption Otherwise
                        Operation of the Sinking Fund           Than Through Operation of the Sinking Fund
- ------------------------------------------------------------------------------------------------------------
                                                          


and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[(If applicable, insert:) Notwithstanding the foregoing, the Company may not,
prior to _____________, redeem any Securities of this series as contemplated by
[(if applicable, insert:) Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having

                                       16



an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than _____% per annum.]

[(If applicable, insert:) The sinking fund for this series provides for the
redemption on ______ in each year beginning with the year _____ and ending with
the year ____ of [(if applicable, insert:) not less than $______ ("mandatory
sinking fund") and not more than] $______ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [(if applicable, insert:) mandatory] sinking fund
payments may be credited against subsequent [(if applicable, insert:) mandatory]
sinking fund payments otherwise required to be made [(if applicable, insert:) ,
in the inverse order in which they become due].]

[(If the Security is subject to redemption of any kind, insert:) In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

[(If applicable, insert:) The Indenture contains provisions for defeasance at
any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the Indenture.]

[(If the Security is not an Original Issue Discount Security, insert:) If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[(If the Security is an Original Issue Discount Security, insert:) If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to [insert formula for determining the
amount]. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their

                                       17



consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of $_____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

                                       18



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

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

Section 2.04 Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 2.05 Form of Trustee's Certificate of Authentication.

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

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

                                             ______________________, As Trustee

                                         By:  __________________________
                                              Authorized Officer

                                  ARTICLE III.

                                 THE SECURITIES

Section 3.01 Amount Unlimited; Issuable in Series.

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

                                       19



         (b)      The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and, subject to
Section 3.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

                  (i)      the title of the Securities of the series (which
shall distinguish the Securities of the series from Securities of any other
series);

                  (ii)     any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any
Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);

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

                  (iv)     the date or dates on which the principal of any
Securities of the series is payable;

                  (v)      the rate or rates at which any Securities of the
series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date;

                  (vi)     the place or places where the principal of and any
premium and interest on any Securities of the series shall be payable;

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

                  (viii)   the obligation, if any, of the Company to redeem or
purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which any Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

                  (ix)     if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which any Securities of the
series shall be issuable;

                                       20



                  (x)      if the amount of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be
determined;

                  (xi)     if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United
States of America for any purpose, including for purposes of the definition of
"Outstanding" in Section 1.01;

                  (xii)    if other than the entire principal amount thereof,
the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.02;

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

                  (xiv)    if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 13.02 or
Section 13.03 or both such Sections and, if other than by a Board Resolution,
the manner in which any election by the Company to defease such Securities shall
be evidenced;

                  (xv)     if applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositories for such Global
Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.04 and
any circumstances in addition to or in lieu of those set forth in Section
3.05(h)(ii) in which any such Global Security may be exchanged in whole or in
part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;

                  (xvi)    the right, if any, of the Company to convert or
exchange the Securities of such series, or the obligation, if any, of the
Company to permit the Securities of such series to be converted into or
exchanged, for common stock of the Company or other securities or property of
the Company and the terms and conditions upon which such conversion or exchange
shall be effected (including, without limitation, the initial conversion price
or rate, the conversion or exchange period, any adjustment of the applicable
conversion or exchange price or rate and any requirements relative to the
reservation of such shares for purposes of conversion or exchange);

                                       21



                  (xvii)   if convertible or exchangeable, any applicable
limitations on the ownership or transferability of the securities or property
into which such Securities are convertible or exchangeable;

                  (xviii)  any addition to or change in the Events of Default
which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 5.02;

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

                  (xx)     any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(e)).

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

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

         (e)      The Securities shall rank equally in right of payment with all
Senior Indebtedness

Section 3.02 Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 3.03 Execution, Authentication, Delivery and Dating.

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

         (b)      Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company,

                                       22



notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         (c)      At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (i)      if the form of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 2.01, that such form
has been established in conformity with the provisions of this Indenture;

                  (ii)     if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

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

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

         (e)      Notwithstanding the provisions of Section 3.01 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

         (f)      Each Security shall be dated the date of its authentication.

         (g)      No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of

                                       23



authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.09, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 3.04 Temporary Securities.

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

         (b)      If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

Section 3.05 Registration, Registration of Transfer and Exchange.

         (a)      The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

         (b)      Upon surrender for registration of transfer of any Security of
a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated

                                       24



transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.

         (c)      At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

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

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

         (f)      No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer.

         (g)      If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required
(i) to issue, register the transfer of or exchange any Securities of that series
(or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 11.03 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

         (h)      The provisions of Clauses (i), (ii), (iii) and (iv) below
shall apply only to Global Securities:

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

                  (ii)     Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any

                                       25



Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (x) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (y) has ceased to
be a clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security or (C) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 3.01.

                  (iii)    Subject to Clause (ii) above, any exchange of a
Global Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

                  (iv)     Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06,
9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.

Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

         (a)      If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

         (e)      Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be

                                       26



at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder.

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

Section 3.07 Payment of Interest; Interest Rights Preserved.

         (a)      Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

         (b)      Any interest on any Security of any series which 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
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (i) or (ii) below:

                  (i)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
Section 1.06, 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 so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause
(ii).

                                       27



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

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

Section 3.08 Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.07) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 3.09 Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

Section 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                       28



                                  ARTICLE IV.

                           SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

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

         (a)      either:

                  (i)      all Securities theretofore authenticated and
delivered (other than (x) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 and (y)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.03) have been delivered
to the Trustee for cancellation; or

                  (ii)     all such Securities not theretofore delivered to the
Trustee for cancellation (x) have become due and payable, or (y) will become due
and payable at their Stated Maturity within one year, or (z) are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (x), (y) or (z) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose money in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

                                       29



Section 4.02 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                   ARTICLE V.

                                    REMEDIES

Section 5.01 Events of Default.

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

         (a)      default in the payment of any interest upon any Security of
that series when it becomes due and payable, and continuance of such default for
a period of 30 days; or

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

         (c)      default in the deposit of any sinking fund payment, when and
as due by the terms of a Security of that series; or

         (d)      default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

         (e)      the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Company or any Principal
Subsidiary Bank in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
(ii) a decree or order adjudging the

                                       30



Company or any Principal Subsidiary Bank a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Principal Subsidiary Bank
under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Principal Subsidiary Bank or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or

         (f)      the commencement by the Company or any Principal Subsidiary
Bank of a voluntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or any
Principal Subsidiary Bank in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Principal
Subsidiary Bank or of any substantial part of its property, or the making by it
of an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Principal Subsidiary Bank in furtherance
of any such action; or

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

Section 5.02 Acceleration of Maturity; Rescission and Annulment.

         (a)      If an Event of Default (other than an Event of Default
specified in Section 5.01(e) or 5.01(f)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 5.01(e) or 5.01(f) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.

                                       31



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

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

                           (A)      all overdue interest on all Securities of
         that series,

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

                           (C)      to the extent that payment of such interest
         is lawful, interest upon overdue interest at the rate or rates
         prescribed therefor in such Securities, and

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

         and

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

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

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

         (a)      The Company covenants that if:

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

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

                                       32



the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

Section 5.04 Trustee May File Proofs of Claim.

         (a)      In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

         (b)      No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

Section 5.05 Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust,

                                       33



and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

Section 5.06 Application of Money Collected.

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

         FIRST: To the payment of all amounts due the Trustee under Section
6.07; and

         SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively.

Section 5.07 Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to

                                       34



enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
3.07) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.09 Restoration of Rights and Remedies.

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

Section 5.10 Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 3.06(f), no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 5.12 Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

                                       35



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

         (b)      the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

Section 5.13 Waiver of Past Defaults.

         (a)      The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

                  (i)      in the payment of the principal of or any premium or
interest on any Security of such series, or

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

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

Section 5.14 Undertaking for Costs.

         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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 5.15 Waiver of Usury, Stay or Extension Laws.

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

                                       36



                                  ARTICLE VI.

                                   THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 6.02 Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
and such default is known to a Responsible Officer of the Trustee, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 5.01(d) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

Section 6.03 Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

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

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

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

                                       37



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

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

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

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

Section 6.04 Not Responsible for Recitals or Issuance of Securities.

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

Section 6.05 May Hold Securities.

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

Section 6.06 Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for

                                       38



interest on any money received by it hereunder except as otherwise agreed with
the Company.

Section 6.07 Compensation and Reimbursement.

         The Company agrees:

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

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

         (c)      to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

Section 6.08 Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series [or a trustee under - list here any prior
indentures between the Company and the Trustee that have not been satisfied and
discharged and that may be excluded by the proviso to Section 310(b)(1) of the
Trust Indenture Act].

Section 6.09 Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in

                                       39



accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

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

         (b)      The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

         (d)      If at any time:

                  (i)      the Trustee shall fail to comply with Section 6.08
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

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

                  (iii)    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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

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

                                       40



Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 6.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (f)      The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in Section
1.06. Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor.

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

         (b)      In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall

                                       41



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

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

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

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 6.13 Preferential Collection of Claims Against Company.

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

                                       42



Section 6.14 Appointment of Authenticating Agent.

         (a)      The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         (c)      An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor

                                       43



Authenticating Agent shall be appointed unless eligible under the -provisions of
this Section.

         (d)      The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

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

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

                                              _________________________________,
                                                                     As Trustee

                                           By:_________________________________,
                                                        As Authenticating Agent

                                           By:_________________________________,
                                                             Authorized Officer

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.

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

         (a)      semi-annually, not later than ________ and ________ in each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of each series as of the preceding
or, as the case may be, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 7.02 Preservation of Information; Communications to Holders.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 and the names
and addresses of

                                       44



Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.

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

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

Section 7.03 Reports by Trustee.

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

         (b)      Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than ________ in each
calendar year, commencing in __________________.

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

Section 7.04 Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                 ARTICLE VIII.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, Etc., Only on Certain Terms.

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

                                       45



Person, unless:

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

         (b)      immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and

         (c)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

Section 8.02 Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 8.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                       46



                                  ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without Consent of Holders.

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

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

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

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

         (d)      to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form; or

         (e)      to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding; or

         (f)      to secure the Securities; or

         (g)      to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

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

                                       47



         (i)      to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this Clause (i)
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect.

Section 9.02 Supplemental Indentures With Consent of Holders.

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

                  (i)      change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02, or change any Place of Payment where, or the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or

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

                  (iii)    modify any of the provisions of this Section, Section
5.13 or Section 10.08, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.08, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.01(h).

                  (iv)     A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities,
or which modifies the rights

                                       48



of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series.

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

Section 9.03 Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 9.04 Effect of Supplemental Indentures.

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

Section 9.05 Conformity with Trust Indenture Act.

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

Section 9.06 Reference in Securities to Supplemental Indentures.

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

                                       49



                                   ARTICLE X.

                                    COVENANTS

Section 10.01 Payment of Principal, Premium and Interest.

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

Section 10.02 Maintenance of Office or Agency.

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

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

Section 10.03 Money for Securities Payments to Be Held in Trust.

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

         (b)      Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless

                                       50



such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.

         (c)      The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

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

Section 10.04 Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                                       51



Section 10.05 Existence.

         Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Principal Subsidiary Bank and the rights (charter and
statutory) and franchises of the Company and each Principal Subsidiary Bank;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Principal Subsidiary Banks and that the loss thereof is not
disadvantageous in any material respect to the Holders.

Section 10.06 Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

Section 10.07 Limitation on Sale or Issuance of Capital Stock of Certain
Subsidiaries.

         Except as set forth below, for so long as any securities are
outstanding, the Company will not sell, assign, pledge, transfer or otherwise
dispose of, or permit the issuance of, any shares of Voting Stock or any
security convertible or exercisable into shares of Voting Stock of any Principal
Subsidiary Bank or any Subsidiary which owns a controlling interest in shares of
Voting Stock or securities convertible into or exercisable such shares of Voting
Stock of a Principal Subsidiary Bank; provided, however, that nothing in this
Section shall prohibit any dispositions made by the Company or any Subsidiary
(i) acting in a fiduciary capacity for any person other than the Company or any
Subsidiary, or (ii) to the Company or any of its wholly owned (except for
directors' qualifying shares) Subsidiaries. Notwithstanding the foregoing,
sales, assignments, pledges, transfers, issuances or other dispositions of
shares of Voting Stock or securities convertible or exercisable into shares of
Voting Stock of a corporation referred to above may be made where: (i) the
sales, assignments, pledges, transfers, issuances or other dispositions are
made, in the minimum amount required by law, to any Person for the purpose of
the qualification of such Person to serve as a director; or (ii) the sales,
assignments, pledges, transfers, issuances or other dispositions are made in
compliance with an order of a court or regulatory authority of competent
jurisdiction; or (iii) the sales, assignments, pledges, transfers, issuances or
other dispositions are made in connection with a merger or consolidation of a
Principal Subsidiary Bank with or into a wholly owned Subsidiary or a Principal
Subsidiary Bank, if, after such merger or

                                       52



consolidation with such Principal Subsidiary Bank, the Company owns, directly or
indirectly, not less than the percentage of Voting Stock of the surviving entity
of such transaction as it owned of such Principal Subsidiary Bank prior to such
transaction; or (iv) the sales, assignments, pledges, transfers, issuances or
other dispositions are for fair market value (as determined by the Board of
Directors of the Company (or any committee thereof), which determination shall
be conclusive and evidenced by a Board Resolution) and, after giving effect to
such disposition, the Company and its wholly owned (except for directors'
qualifying shares) Subsidiaries, will own directly not less than 80% of the
Voting Stock of such Principal Subsidiary Bank or Subsidiary; or (v) a Principal
Subsidiary Bank sells additional shares of Voting Stock to its stockholders at
any price, if, after such sale, the Company owns, directly or indirectly, not
less than the percentage of Voting Stock of such Principal Subsidiary Bank it
owned prior to such sale; or (vi) a pledge is made or a lien is created to
secure loans or other extensions of credit by a Subsidiary Bank subject to
Section 23A of the Federal Reserve Act.

Section 10.08 Limitation Upon Liens on Certain Capital Stock.

         Except as provided in Section 10.07, the Company will not at any time,
directly or indirectly, create, assume, incur or suffer to be created, assumed
or incurred or to exist any mortgage, pledge, encumbrance or lien or charge of
any kind upon (a) any shares of capital stock of any Principal Subsidiary Bank
(other than directors' qualifying shares), or (b) any shares of capital stock of
a Subsidiary which owns capital stock of any Principal Subsidiary Bank;
provided, however, that, notwithstanding the foregoing, the Company may incur or
suffer to be incurred or to exist upon such capital stock (x) liens for taxes,
assessments or other governmental charges or levies which are not yet due or are
payable without penalty or of which the amount, applicability or validity is
being contested by the Company in good faith by appropriate proceedings and the
Company shall have set aside on its books adequate reserves with respect thereto
(segregated to the extent required by generally accepted accounting principles),
or (y) the lien of any judgment, if such judgment shall not have remained
undischarged, or unstayed on appeal or otherwise, for more than 60 days.

Section 10.09 Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (b)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                                       53



Section 10.10 Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section
3.01(b)(xviii), 9.01(b) or 9.01(g) for the benefit of the Holders of such series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                  ARTICLE XI.

                            REDEMPTION OF SECURITIES

Section 11.01 Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for such Securities) in
accordance with this Article.

Section 11.02 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
3.01 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 11.03 Selection by Trustee of Securities to Be Redeemed.

         (a)      If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such

                                       54



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

         (b)      The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

         (c)      The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         (d)      For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

Section 11.04 Notice of Redemption.

         (a)      Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

         (b)      All notices of redemption shall state:

                  (i)      the Redemption Date,

                  (ii)     the Redemption Price,

                  (iii)    if less than all the Outstanding Securities of any
series consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such Securities,
the principal amounts) of the particular Securities to be redeemed and, if less
than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security to
be redeemed,

                  (iv)     that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,

                                       55



                  (v)      the place or places where each such Security is to be
surrendered for payment of the Redemption Price, and

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

         (c)      Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and shall
be irrevocable.

Section 11.05 Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 11.06 Securities Payable on Redemption Date.

         (a)      Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.01, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

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

Section 11.07 Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                       56



                                  ARTICLE XII.

                                  SINKING FUNDS

Section 12.01 Applicability of Article.

         (a)      The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 3.01 for such Securities.

         (b)      The minimum amount of any sinking fund payment provided for by
the terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

Section 12.02 Satisfaction of Sinking Fund Payments with Securities.

         The Company (a) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (b) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 12.03 Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.

                                       57



                                 ARTICLE XIII.

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01 Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 13.02
or Section 13.03 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.01 as being defeasible pursuant to
such Section 13.02 or 13.03, in accordance with any applicable requirements
provided pursuant to Section 3.01 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.01 for
such Securities.

Section 13.02 Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
13.02 applied to any Securities or any series of Securities, as the case may be,
the Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the direction and expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 13.04 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (b) the
Company's obligations with respect to such Securities under Sections 3.04, 3.05,
3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (d) this Article XIII. Subject to compliance with this
Article XIII, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 13.03 applied to such Securities.

Section 13.03 Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
13.03 applied to any Securities or any series of Securities, as the case may be,
(a) the Company shall be released from its obligations under Sections 10.06
through 10.10, inclusive, and any covenants provided pursuant to Section
3.01(b)(xviii), 9.01(b) or 9.01(g) for the benefit of the Holders of such
Securities and (b) the occurrence of any event specified in Section 5.01(d)
(with respect to any of Sections 10.06 through 10.10, inclusive, and any such
covenants provided pursuant to Section 3.01(b)(xviii), 9.01(b) or 9.01(g)) or
Section 5.01(g) shall be deemed not to be or result in an Event of Default, in
each case with

                                       58



respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
5.01(d)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section 5.01(d) or by reason of any reference in any such
Section 5.01(d) to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

Section 13.04 Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
13.02 or Section 13.03 to any Securities or any series of Securities, as the
case may be:

         (a)      The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.09 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (i) in the case of
Securities denominated in a foreign currency, money in such foreign currency or
Foreign Government Obligations of the foreign government or governments issuing
such foreign currency which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, such foreign currency in
an amount, or (ii) in the case of Securities denominated in U.S. dollars, U.S.
dollars or U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, U.S. dollars
in an amount, or (iii) a combination of money and U.S. Government Obligations or
Foreign Government Obligations (as applicable), in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, "U.S.
Government Obligation" means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and

                                       59



held, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt. As used herein, "Foreign Government Obligation"
means any security denominated in a foreign currency which is (i) a direct
obligation of a foreign government or governments for the payment of which the
full faith and credit of such foreign government or governments is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of such foreign government or governments the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
such foreign government, which, in either case (i) or (ii) is not callable or
redeemable at the option of the issuer thereof.

         (b)      In the event of an election to have Section 13.02 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i)(x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (x) or (y) to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur and (ii) if Securities
of such series are then listed on any registered national securities exchange
under the Securities Exchange Act of 1934, as amended, to the effect that the
Securities of such series will not be delisted as a result of such election.

         (c)      In the event of an election to have Section 13.03 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur.

         (d)      The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

         (e)      No event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 5.01(e) and (f), at any time
on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).

                                       60



         (f)      Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).

         (g)      Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

         (h)      Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered
under such Act or exempt from registration thereunder.

         (i)      The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

Section 13.05 Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to Be Held in Trust; Miscellaneous Provisions.

         (a)      Subject to the provisions of the last paragraph of Section
10.03, all money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 13.04 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

         (b)      The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section
13.04 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

         (c)      Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations or Foreign Government
Obligations held by it as provided in Section 13.04 with respect to any
Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities.

                                       61



Section 13.06 Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

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

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

[SEAL]                                   M&T BANK CORPORATION

                                         By:_______________________________

Attest:_____________________________

                                         [NAME OF TRUSTEE]

                                         By:_______________________________

Attest:_____________________________

STATE OF NEW YORK  )
                   )   SS.:
COUNTY OF _________)

On the ____ day of ______, _____, before me personally came _________________,
to me known, who, being by me duly sworn, did depose and say that he is
______________ of M&T Bank Corporation, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to

                                       62



said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.

STATE OF NEW YORK )
                  )    SS.:
COUNTY OF NEW YORK)

On the ____ day of ______, _____, before me personally came _________________,
to me known, who, being by me duly sworn, did depose and say that he is
______________ of _______________________, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                       63



                                                                    Exhibit 4(c)

                              [Form of Senior Note]

                               [Face of Security]

If the registered owner of this Security is the Depositary or a nominee of the
Depositary, this Security is a Global Security and the following legend is
applicable except as specified on the reverse hereof:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

                              M&T BANK CORPORATION

No.___________                                                         $________

M&T Bank Corporation, a New York corporation which is registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended, and
under Article III-A of the New York Banking Law (herein called the "Company"),
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________________, or registered assigns, the principal sum of
_________ Dollars on ____________________[(if the Security is to bear interest
prior to Maturity, insert:) , and to pay interest thereon from _______________
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on __________and _________ in each year,
commencing _____, at the rate of ____% per annum, until the principal hereof is
paid or made available for payment][(if applicable, insert:) , provided that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made



available for payment, and such interest shall be payable on demand]. [The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the _______ or _______ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

[(If the Security is not to bear interest prior to Maturity, insert:) The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.] [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

Payment of the principal of (and premium, if any) and [(if applicable, insert:)
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in ____________, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [(if applicable, insert:) ; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].

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

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

                                       2



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

Dated:

                              M&T BANK CORPORATION

                                           By:_________________________________

Attest:_______________________________

..

                          CERTIFICATE OF AUTHENTICATION

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

                                            ___________________________________,
                                                                 As Trustee

                                         By:____________________________________
                                                         Authorized Officer

                              [Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of ____________ (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and ____________, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [(if applicable, insert:) , limited
in aggregate principal amount to $_____________].

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [(if applicable, insert:)
(1) on _______ in any year commencing with the year ____ and ending with the
year ______ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[(if applicable, insert:) on or after _________, 20__], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [(if applicable, insert:)

                                        3



on or before ________, ____,________%, and if redeemed] during the 12-month
period beginning ____________ of the years indicated,



Year                         Redemption Price           Year                       Redemption Price
- ---------------------------------------------------------------------------------------------------
                                                                          


and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [(if applicable, insert:) (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ________ in any
year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [(if
applicable, insert:) on or after ________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ________of the years indicated,



                              Redemption Price For                     Redemption Price For Redemption
                   Redemption Through Operation of the Sinking        Otherwise Than Through Operation
Year                                  Fund                                   of the Sinking Fund
                                                                
- ------------------ --------------------------------------------- -------------------------------------


and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[(If applicable, insert:) Notwithstanding the foregoing, the Company may not,
prior to ____________, redeem any Securities of this series as contemplated by
[(if applicable, insert:) Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

[(If applicable, insert:) The sinking fund for this series provides for the
redemption on ________ in each year beginning with the year _____ and ending
with the year _____ of [(if applicable, insert:) not less than $______
("mandatory sinking fund") and not more

                                        4



than] $______ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [(if applicable, insert:) mandatory] sinking fund payments may be
credited against subsequent [(if applicable, insert:) mandatory] sinking fund
payments otherwise required to be made [(if applicable, insert:) , in the
inverse order in which they become due].]

[(If the Security is subject to redemption of any kind, insert:) In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

[(If applicable, insert:) The Indenture contains provisions for defeasance at
any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the Indenture.]

[(If the Security is not an Original Issue Discount Security, insert:) If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[(If the Security is an Original Issue Discount Security, insert:) If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to - insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

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

                                        5



As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the The Securities of this series are issuable only in registered
form without coupons in denominations of $________ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

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

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

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture. times, place and rate, and in
the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this

                                        6



series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                                       7



                                                                    Exhibit 4(d)

- --------------------------------------------------------------------------------

                                    INDENTURE

                                     BETWEEN

                              M&T BANK CORPORATION

                                       AND

                                     [     ]
                                  (AS TRUSTEE)

                                   dated as of

                                  [     ], [ ]

                          SUBORDINATED DEBT SECURITIES

- --------------------------------------------------------------------------------



                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                      SECTIONS 310 THROUGH 318, INCLUSIVE,
                       OF THE TRUST INDENTURE ACT OF 1939:



- --------------------------------------------------------------------------------
TRUST INDENTURE ACT SECTION                                  INDENTURE SECTION
- --------------------------------------------------------------------------------
                                                          
Sections 310  (a)(1).                                        6.09
- --------------------------------------------------------------------------------
              (a)(2)                                         6.09
- --------------------------------------------------------------------------------
              (a)(3)                                         Not Applicable
- --------------------------------------------------------------------------------
              (a)(4)                                         Not Applicable
- --------------------------------------------------------------------------------
              (b)                                            6.08
- --------------------------------------------------------------------------------
                                                             6.10
- --------------------------------------------------------------------------------
Sections 311  (a)                                            6.13
- --------------------------------------------------------------------------------
              (b)                                            6.13
- --------------------------------------------------------------------------------
Sections 312  (a)                                            7.01
- --------------------------------------------------------------------------------
                                                             7.02
- --------------------------------------------------------------------------------
              (b)                                            7.02
- --------------------------------------------------------------------------------
              (c)                                            7.02
- --------------------------------------------------------------------------------
Sections 313  (a)                                            7.03
- --------------------------------------------------------------------------------
              (b)                                            7.03
- --------------------------------------------------------------------------------
              (c)                                            7.03
- --------------------------------------------------------------------------------
              (d)                                            7.03
- --------------------------------------------------------------------------------
Sections 314  (a)                                            7.04
- --------------------------------------------------------------------------------
              (a)(4)                                         1.01
- --------------------------------------------------------------------------------
                                                             10.04
- --------------------------------------------------------------------------------
              (b)                                            Not Applicable
- --------------------------------------------------------------------------------
              (c)(1)                                         1.02
- --------------------------------------------------------------------------------
              (c)(2)                                         1.02
- --------------------------------------------------------------------------------
              (c)(3)                                         Not Applicable
- --------------------------------------------------------------------------------
              (d)                                            Not Applicable
- --------------------------------------------------------------------------------
              (e)                                            1.02
- --------------------------------------------------------------------------------
Sections 315  (a)                                            6.01
- --------------------------------------------------------------------------------
              (b)                                            6.02
- --------------------------------------------------------------------------------
              (c)                                            6.01
- --------------------------------------------------------------------------------
              (d)                                            6.01
- --------------------------------------------------------------------------------
              (e)                                            5.14
- --------------------------------------------------------------------------------
Sections 316  (a)                                            1.01
- --------------------------------------------------------------------------------
              (a)(1) (A)                                     5.02
- --------------------------------------------------------------------------------
                                                             5.12
- --------------------------------------------------------------------------------
              (a)(1) (B)                                     5.13
- --------------------------------------------------------------------------------
              (a)(2)                                         Not Applicable
- --------------------------------------------------------------------------------
              (b)                                            5.08
- --------------------------------------------------------------------------------
              (c)                                            1.04
- --------------------------------------------------------------------------------
Sections 317  (a)(1)                                         5.03
- --------------------------------------------------------------------------------
              (a)(2)                                         5.04
- --------------------------------------------------------------------------------




                                                          
- --------------------------------------------------------------------------------
              (b)                                            10.03
- --------------------------------------------------------------------------------
Sections 318  (a)                                            1.07
- --------------------------------------------------------------------------------



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



                                TABLE OF CONTENTS

                                                                                                       
                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 DEFINITIONS.............................................................................      1
SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS....................................................      8
SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE..................................................      9
SECTION 1.04 ACTS OF HOLDERS; RECORD DATES...........................................................      9
SECTION 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY...................................................     11
SECTION 1.06 NOTICE TO HOLDERS; WAIVER...............................................................     12
SECTION 1.07 CONFLICT WITH TRUST INDENTURE ACT.......................................................     12
SECTION 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS................................................     12
SECTION 1.09 SUCCESSORS AND ASSIGNS..................................................................     12
SECTION 1.10 SEPARABILITY CLAUSE.....................................................................     12
SECTION 1.11 BENEFITS OF INDENTURE...................................................................     13
SECTION 1.12 GOVERNING LAW...........................................................................     13
SECTION 1.13 LEGAL HOLIDAYS..........................................................................     13

                                   ARTICLE II.

                                 SECURITY FORMS

SECTION 2.01 FORMS GENERALLY.........................................................................     13
SECTION 2.02 FORM OF FACE OF SECURITY................................................................     14
SECTION 2.03 FORM OF REVERSE OF SECURITY.............................................................     15
SECTION 2.04 FORM OF LEGEND FOR GLOBAL SECURITIES....................................................     19
SECTION 2.05 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.........................................     19

                                  ARTICLE III.

                                 THE SECURITIES

SECTION 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES....................................................     20
SECTION 3.02 DENOMINATIONS...........................................................................     22
SECTION 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING..........................................     23
SECTION 3.04 TEMPORARY SECURITIES....................................................................     24
SECTION 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.....................................     24
SECTION 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES........................................     26
SECTION 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..........................................     27
SECTION 3.08 PERSONS DEEMED OWNERS...................................................................     28
SECTION 3.09 CANCELLATION............................................................................     28
SECTION 3.10 COMPUTATION OF INTEREST.................................................................     29

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE.................................................     29



                                        i



                                                                                                       
SECTION 4.02 APPLICATION OF TRUST MONEY..............................................................     30

                                   ARTICLE V.

                                    REMEDIES

SECTION 5.01 EVENTS OF DEFAULT.......................................................................     30
SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT......................................     31
SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.........................     32
SECTION 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM........................................................     33
SECTION 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.............................     34
SECTION 5.06 APPLICATION OF MONEY COLLECTED..........................................................     34
SECTION 5.07 LIMITATION ON SUITS.....................................................................     34
SECTION 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST...............     35
SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES......................................................     35
SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE..........................................................     35
SECTION 5.11 DELAY OR OMISSION NOT WAIVER............................................................     35
SECTION 5.12 CONTROL BY HOLDERS......................................................................     36
SECTION 5.13 WAIVER OF PAST DEFAULTS.................................................................     36
SECTION 5.14 UNDERTAKING FOR COSTS...................................................................     36
SECTION 5.15 WAIVER OF USURY, STAY OR EXTENSION LAWS.................................................     37

                                   ARTICLE VI.

                                   THE TRUSTEE

SECTION 6.01 CERTAIN DUTIES AND RESPONSIBILITIES.....................................................     37
SECTION 6.02 NOTICE OF DEFAULTS......................................................................     37
SECTION 6.03 CERTAIN RIGHTS OF TRUSTEE...............................................................     37
SECTION 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..................................     38
SECTION 6.05 MAY HOLD SECURITIES.....................................................................     38
SECTION 6.06 MONEY HELD IN TRUST.....................................................................     39
SECTION 6.07 COMPENSATION AND REIMBURSEMENT..........................................................     39
SECTION 6.08 CONFLICTING INTERESTS...................................................................     39
SECTION 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.................................................     39
SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.......................................     40
SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..................................................     41
SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.............................     42
SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.......................................     43
SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT.....................................................     43

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS...............................     44
SECTION 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS..................................     45
SECTION 7.03 REPORTS BY TRUSTEE......................................................................     45
SECTION 7.04 REPORTS BY COMPANY......................................................................     45



                                       ii



                                                                                                       
                                  ARTICLE VIII.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS....................................     46
SECTION 8.02 SUCCESSOR SUBSTITUTED...................................................................     46

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS......................................     47
SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.........................................     48
SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES....................................................     49
SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES.......................................................     49
SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT.....................................................     49
SECTION 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES......................................     49
SECTION 9.07 SUBORDINATION UNIMPAIRED................................................................     50

                                   ARTICLE X.

                                    COVENANTS

SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.............................................     50
SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY........................................................     50
SECTION 10.03 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST......................................     50
SECTION 10.04 STATEMENT BY OFFICERS AS TO DEFAULT....................................................     52
SECTION 10.05 EXISTENCE..............................................................................     52
SECTION 10.06 MAINTENANCE OF PROPERTIES..............................................................     52
SECTION 10.07 PAYMENT OF TAXES AND OTHER CLAIMS......................................................     52
SECTION 10.08 WAIVER OF CERTAIN COVENANTS............................................................     53

                                   ARTICLE XI.

                            REDEMPTION OF SECURITIES

SECTION 11.01 APPLICABILITY OF ARTICLE...............................................................     53
SECTION 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE..................................................     53
SECTION 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED......................................     53
SECTION 11.04 NOTICE OF REDEMPTION...................................................................     54
SECTION 11.05 DEPOSIT OF REDEMPTION PRICE............................................................     55
SECTION 11.06 SECURITIES PAYABLE ON REDEMPTION DATE..................................................     55
SECTION 11.07 SECURITIES REDEEMED IN PART............................................................     55

                                  ARTICLE XII.

                                  SINKING FUNDS

SECTION 12.01 APPLICABILITY OF ARTICLE...............................................................     56
SECTION 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..................................     56
SECTION 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND..............................................     56



                                       iii



                                                                                                       
                                  ARTICLE XIII.

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.01 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE...........................     57
SECTION 13.02 DEFEASANCE AND DISCHARGE...............................................................     57
SECTION 13.03 COVENANT DEFEASANCE....................................................................     57
SECTION 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE........................................     58
SECTION 13.05 DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND FOREIGN GOVERNMENT
OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS............................................     60
SECTION 13.06 REINSTATEMENT..........................................................................     61

                                  ARTICLE XIV.

                           SUBORDINATION OF SECURITIES

SECTION 14.01 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS..........................................     61
SECTION 14.02 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.........................................     61
SECTION 14.03 PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF SECURITIES...................     63
SECTION 14.04 NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.........................................     63
SECTION 14.05 PAYMENT PERMITTED IN CERTAIN SITUATIONS................................................     64
SECTION 14.06 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS................................     64
SECTION 14.07 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS............................................     64
SECTION 14.08 TRUSTEE TO EFFECTUATE SUBORDINATION....................................................     65
SECTION 14.09 NO WAIVER OF SUBORDINATION PROVISIONS..................................................     65
SECTION 14.10 NOTICE TO TRUSTEE......................................................................     66
SECTION 14.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.........................     66
SECTION 14.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS OR ENTITLED PERSONS...........     67
SECTION 14.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OR ENTITLED PERSON;
PRESERVATION OF TRUSTEE'S RIGHTS.....................................................................     67
SECTION 14.14 ARTICLE APPLICABLE TO PAYING AGENTS....................................................     67
SECTION 14.15 PAYMENT OF PROCEEDS IN CERTAIN CASES...................................................     67



                                       iv



         INDENTURE, dated as of ______________, between M&T Bank Corporation, a
New York corporation which is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, and under Article III-A of the New
York Banking Law (herein called the "Company"), having its principal office at
One M&T Plaza Buffalo, New York 14203 and _____________________, a _________
corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

       NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01 Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires: (1) the terms defined in this
Article have the meanings assigned to them in this Section 1.01 and include the
plural as well as the singular; (2) all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein; (3) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date of such computation;
(4) unless the context otherwise requires, any reference to an "Article" or a
"Section" refers to an Article or a Section, as the case may be, of this
Indenture; and (5) 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.

                                       1



         (a) "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04(a).

         (b) "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         (c) "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         (d) "Bank" means (i) any institution which accepts deposits that the
depositor has a legal right to withdraw on demand and engages in the business of
making commercial loans, and (ii) any trust company.

         (e) "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

         (g) "Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.

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

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

         (j) "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

                                       2



         (k) "Corporate Trust Office" means the principal office of the Trustee
in __________________________, at which at any particular time its corporate
trust business shall be administered, which office at the date hereof is located
at ___________ ___________, Attention: _____________.

         (l) "corporation" means a corporation, association, company,
joint-stock company or business trust.

         (m) "Covenant Defeasance" has the meaning specified in Section 13.03.

         (n) "Default" has the meaning specified in Section 5.03.

         (o) "Defaulted Interest" has the meaning specified in Section 3.07.

         (p) "Defeasance" has the meaning specified in Section 13.02.

         (q) "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.01.

         (r) "Entitled Persons" means any Person entitled to payment pursuant to
the terms of "Other Financial Obligations".

         (s) "Event of Default" has the meaning specified in Section 5.01.

         (t) "Excess Proceeds" has the meaning set forth in Section 14.15(c).

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

         (v) "Expiration Date" has the meaning specified in Section 1.04.

         (w) "Foreign Government Obligation" has the meaning specified in
Section 13.04.

         (x) "Global Security" means a Security that evidences all or part of
the Securities of any series and bears the legend set forth in Section 2.04 (or
such legend as may be specified as contemplated by Section 3.01 for such
Securities).

         (y) "Holder" means a Person in whose name a Security is registered
in the Security Register.

         (z) "indebtedness for money borrowed" means: (i) any obligation
of, or any obligation guaranteed by, the Company for the repayment of money
borrowed, whether or not evidenced by bonds, debentures, notes or other written
instruments, (ii) any capitalized lease obligations, and (iii) any deferred
obligation for payment of the purchase price of any property or assets.

                                       3



         (aa)     "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.

         (bb)     "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

         (cc)     "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

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

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

         (ff)     "Notice of Default" means a written notice of the kind
specified in Section 5.03(c).

         (gg)     "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 10.04 shall
be the principal executive, financial or accounting officer of the Company.

         (hh)     "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee, in
form and substance acceptable to the Trustee.

         (ii)     "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02.

         (jj)     "Other Financial Obligations" means, unless otherwise
determined with respect to any series of Securities pursuant to Section 3.01,
(i) obligations of the Company under direct credit substitutes, (ii) obligations
of, or any such obligation directly or indirectly guaranteed by, the Company for
purchased money or funds, (iii) any deferred obligation of, or any such
obligation directly or indirectly guaranteed by, the Company incurred in
connection with the acquisition of any business, properties or assets not
evidenced by a note or similar instrument given in connection therewith, and
(iv) all

                                       4



obligations of the Company to make payment pursuant to the terms of financial
instruments such as (x) securities contracts and foreign currency exchange
contracts, (y) derivative instruments, such as swap agreements (including
interest rate and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange rate
agreements, options, commodity futures contracts and commodity options contracts
and (z) financial instruments similar to those set forth in (iv)(x) or (iv)(y)
above; provided, however, that Other Financial Obligations shall not include (A)
obligations on account of Senior Indebtedness and (B) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
Securities.

         (kk)     "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

                           (ii)     Securities for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;

                           (iii)    Securities as to which Defeasance has been
effected pursuant to Section 13.02; and

                           (iv)     Securities which have been paid pursuant to
Section 3.06 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.01, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding

                                       5



shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 3.01, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above, of
the amount determined as provided in such Clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which a Responsible Officer of
the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

         (ll)     "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

         (mm)     "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

         (nn)     "Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         (oo)     "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

         (qq)     "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         (rr)     "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.01.

         (ss)     "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the

                                       6



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 his knowledge of and familiarity with the particular subject.

         (tt)     "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

         (uu)     "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

         (vv)     "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

         (ww)     "Senior Indebtedness" means, unless otherwise determined
with respect to any series of Securities pursuant to Section 3.01, the principal
of (and premium, if any) and interest on: (i) all "indebtedness for money
borrowed" of the Company, including indebtedness of others guaranteed by the
Company, other than the Securities, whether outstanding on the date of execution
of the indenture or incurred afterward, except indebtedness that by its terms
expressly is not superior in payment right to the Securities or ranks equal to
the Securities; and (ii) any deferrals, renewals or extensions of any such
indebtedness. Senior Indebtedness of the Company includes: (i) any borrowings
under the $30 million credit facility under the Credit Agreement dated as of
December 15, 2000 between the Company and Citibank, N.A., (ii) any outstanding
commercial paper issued by the Company, and (iii) the Company's guarantee of the
6.5% Senior Medium Term Notes due 2008 issued by Keystone Financial Mid-Atlantic
Funding Corp. The following indebtedness of the Company, however, is not
considered to be Senior Indebtedness of the Company, and is subordinate to the
Securities: (i) Floating Rate Junior Subordinated Debentures due January 15,
2027, (ii) Floating Rate Junior Subordinated Debentures due February 1, 2027,
(iii) 8.234% Junior Subordinated Debentures due February 1, 2027, (iv) 9.25%
Junior Subordinated Debentures due February 1, 2027, (v) 8.277% Junior
Subordinated Debentures due June 1, 2027, and (vi) Floating Rate Junior
Subordinated Debentures due July 15, 2029. The following indebtedness of the
Company, assumed in connection with its merger with Allfirst Financial Inc. on
April 1, 2003, is not considered to be Senior Indebtedness of the Company, and
ranks pari passu to the Securities: (i) 7.20% Subordinated Notes due July 1,
2007, and (ii) 6.875% Subordinated Notes due June 1, 2009.

         (xx)     "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

         (yy)     "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

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

                                       7



         (aaa)    "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

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

         (ccc)    "U.S. Government Obligation" has the meaning specified in
Section 13.04.

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

Section 1.02 Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture. Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.04) shall include,

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

         (b) 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;

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

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

                                       8



Section 1.03 Form of Documents Delivered to Trustee.

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

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

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

Section 1.04 Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

                                       9



authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

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

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

         (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.06.

         (f) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(b) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a

                                       10



new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.06.

         (g) With respect to any record date set pursuant to this Section 1.04,
the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.06, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

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

Section 1.05 Notices, Etc., to Trustee and Company.

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

         (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: _________________, or

         (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.

                                       11



Section 1.06 Notice to Holders; Waiver.

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

         (b) In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 1.07 Conflict with Trust Indenture Act.

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

Section 1.08 Effect of Headings and Table of Contents.

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

Section 1.09 Successors and Assigns.

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

Section 1.10 Separability Clause.

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

                                       12



Section 1.11 Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

Section 1.12 Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

Section 1.13 Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE II.

                                 SECURITY FORMS

Section 2.01 Forms Generally.

         (a) The Securities of each series shall be in substantially the form
set forth in this Article II, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

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

                                       13



Section 2.02 Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.] THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

                              M&T BANK CORPORATION

No.___________.......................................................$_________

M&T Bank Corporation, a New York corporation which is registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended, and
under Article III-A of the New York Banking Law (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________________, or registered assigns, the principal sum of
______________Dollars on _______________________[(if the Security is to bear
interest prior to Maturity, insert:), and to pay interest thereon from
________________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ____________ and
_____________ in each year, commencing _____, at the rate of ____% per annum,
until the principal hereof is paid or made available for payment] [(if
applicable, insert:), provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. [The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ________ or ________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

[(If the Security is not to bear interest prior to Maturity, insert:) The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue

                                       14



principal and any overdue premium shall bear interest at the rate of ____% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand.] [Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]

Payment of the principal of (and premium, if any) and [(if applicable, insert:)
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in __________, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [(if applicable, insert:); provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

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

Dated:

                                             M&T BANK CORPORATION

                                             By:_______________________________

Attest:__________________________________________

Section 2.03 Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of ________________ (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and __________, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness, Entitled Persons in respect of Other

                                       15



Financial Obligations and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [(if applicable,
insert:), limited in aggregate principal amount to $_______________].

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [(if applicable, insert:)
(1) on ________ in any year commencing with the year______ and ending with the
year______ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [(if
applicable, insert:) on or after ______, 20__], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):

If redeemed [(if applicable, insert:) on or before_________,____%, and if
redeemed] during the 12-month period beginning _________ of the years indicated,



Year              Redemption Price            Year              Redemption Price
- --------------------------------------------------------------------------------
                                                       
- --------------------------------------------------------------------------------


and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [(if applicable, insert:) (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______ in any year
commencing with the year ____ and ending with the year _____ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [(if applicable,
insert:) on or after _______], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
________of the years indicated,



                      Redemption Price For Redemption           Redemption Price For Redemption
                        Through Operation of the                Otherwise Than Through Operation
Year                         Sinking Fund                             of the Sinking Fund
- ------------------------------------------------------------------------------------------------
                                                          
- ------------------------------------------------------------------------------------------------


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose

                                       16



Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]

[(If applicable, insert:) - Notwithstanding the foregoing, the Company may not,
prior to ____________, redeem any Securities of this series as contemplated by
[(if applicable, insert:) Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than _____% per annum.]

[(If applicable, insert:) The sinking fund for this series provides for the
redemption on _______ in each year beginning with the year ____ and ending with
the year ____of [(if applicable, insert:) not less than $__________ ("mandatory
sinking fund") and not more than] $________ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [(if applicable, insert:) mandatory] sinking fund
payments may be credited against subsequent [(if applicable, insert:) mandatory]
sinking fund payments otherwise required to be made [(if applicable, insert:) ,
in the inverse order in which they become due].]

[(If the Security is subject to redemption of any kind, insert:) In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner set forth in Article Fourteen of the Indenture, the indebtedness
represented by the Securities and the payment of principal of (and premium, if
any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

[(If applicable, insert:) The Indenture contains provisions for defeasance at
any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the Indenture.]

[(If the Security is not an Original Issue Discount Security, insert:) If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[(If the Security is an Original Issue Discount Security, insert:) If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner

                                       17



and with the effect provided in the Indenture. Such amount shall be equal to
[insert formula for determining the amount]. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal, premium and interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and premium and interest, if any, on
the Securities of this series shall terminate.]

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

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to

                                       18



the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of $ _________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

Section 2.04 Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 2.05 Form of Trustee's Certificate of Authentication.

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

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

                                       19



                                    _____________________________, As Trustee

                                    By:_________________________________
                                                      Authorized Officer

                                  ARTICLE III.

                                 THE SECURITIES

Section 3.01 Amount Unlimited; Issuable in Series.

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

         (b) The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

                  (i)      the title of the Securities of the series (which
shall distinguish the Securities of the series from Securities of any other
series);

                  (ii)     any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any
Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);

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

                  (iv)     the date or dates on which the principal of any
Securities of the series is payable;

                  (v)      the rate or rates at which any Securities of the
series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date;

                  (vi)     the place or places where the principal of and any
premium and interest on any Securities of the series shall be payable;

                  (vii)    the period or periods within which, the price or
prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and,
if other than by a Board Resolution,

                                       20



the manner in which any election by the Company to redeem the Securities shall
be evidenced;

                  (viii)   the obligation, if any, of the Company to redeem or
purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which any Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

                  (ix)     if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which any Securities of the
series shall be issuable;

                  (x)      if the amount of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be
determined;

                  (xi)     if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United
States of America for any purpose, including for purposes of the definition of
"Outstanding" in Section 1.01;

                  (xii)    if other than the entire principal amount thereof,
the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.02;

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

                  (xiv)    if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 13.02 or
Section 13.03 or both such Sections and, if other than by a Board Resolution,
the manner in which any election by the Company to defease such Securities shall
be evidenced;

                  (xv)     if applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositories for such Global
Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.04 and
any circumstances in addition to or in lieu of those set forth in Section
3.05(h)(ii) in which any such Global Security may be exchanged in whole or in
part for Securities registered, and any transfer of such Global Security in
whole or in part

                                       21



may be registered, in the name or names of Persons other than the Depositary for
such Global Security or a nominee thereof;

                  (xvi)    the right, if any, of the Company to convert or
exchange the Securities of such series, or the obligation, if any, of the
Company to permit the Securities of such series to be converted into or
exchanged, for common stock of the Company or other securities or property of
the Company and the terms and conditions upon which such conversion or exchange
shall be effected (including, without limitation, the initial conversion price
or rate, the conversion or exchange period, any adjustment of the applicable
conversion or exchange price or rate and any requirements relative to the
reservation of such shares for purposes of conversion or exchange);

                  (xvii)   if convertible or exchangeable, any applicable
limitations on the ownership or transferability of the securities or property
into which such Securities are convertible or exchangeable;

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

                  (xix)    any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(e)).

         (c) All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.03) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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

         (e) The Securities shall be subordinated in right of payment to Senior
Indebtedness and subject to the rights of Entitled Persons in respect of Other
Financial Obligations as provided in Article Fourteen.

Section 3.02 Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

                                       22



Section 3.03 Execution, Authentication, Delivery and Dating.

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

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

         (c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (i)      if the form of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 2.01, that such form
has been established in conformity with the provisions of this Indenture;

                  (ii)     if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

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

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

         (e) Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall

                                       23



not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the authentication
of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series
to be issued.

         (f) Each Security shall be dated the date of its authentication.

         (g) No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 3.04 Temporary Securities.

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

         (b) If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

Section 3.05 Registration, Registration of Transfer and Exchange.

         (a) The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency

                                       24



of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

         (b) Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

         (c) At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

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

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

         (f) No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

         (g) If the Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company shall not be required (i) to
issue, register the transfer of or exchange any Securities of that series (or of
that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 11.03
and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

         (h) The provisions of Clauses (i), (ii), (iii) and (iv) below shall
apply only to Global Securities:

                                       25



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

                  (ii)     Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (x) has notified
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or (y) has ceased to be a clearing agency registered under the
Exchange Act, (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 3.01.

                  (iii)    Subject to Clause (ii) above, any exchange of a
Global Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

                  (iv)     Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06,
9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.

Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

         (a) If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

                                       26



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

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

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

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

Section 3.07 Payment of Interest; Interest Rights Preserved.

         (a) Except as otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         (b) Any interest on any Security of any series which 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 Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (i) or (ii) below:

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

                                       27



shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities of
such series in the manner set forth in Section 1.06, 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 so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (ii).

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

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

Section 3.08 Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.07) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 3.09 Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as

                                       28



expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

Section 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

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

         (a) either:

                  (i)      all Securities theretofore authenticated and
delivered (other than (x) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 and (y)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.03) have been delivered
to the Trustee for cancellation; or

                  (ii)     all such Securities not theretofore delivered to the
Trustee for cancellation (x) have become due and payable, or (y) will become due
and payable at their Stated Maturity within one year, or (z) are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (x), (y) or (z) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose money in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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

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

                                       29



         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

Section 4.02 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                   ARTICLE V.

                                    REMEDIES

Section 5.01 Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
XIV or 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 entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property
(other than a conservator or other similar official in respect of a Bank), or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

         (b) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any

                                       30



bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property (other than a conservator or
other similar official in respect of a Bank), or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or

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

Section 5.02 Acceleration of Maturity; Rescission and Annulment.

         (a) If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

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

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

                                    (A)      all overdue interest on all
         Securities of that series,

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

                                    (C)      to the extent that payment of such
         interest is lawful, interest upon overdue interest at the rate or rates
         prescribed therefor in such Securities, and

                                       31



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

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

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

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

         (a) The Company covenants that if:

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

         (c) "Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
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
governmental body):

                  (i)      an Event of Default with respect to any Securities of
that series; or

                                       32



                  (ii)     the events referred to in subsections 5.03(a)(i)
through (ii) above with respect to any Securities of that series; or

                  (iii)    default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

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

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

Section 5.04 Trustee May File Proofs of Claim.

         (a) In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

         (b) No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf

                                       33



of the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' or other similar committee.

Section 5.05 Trustee May Enforce Claims Without Possession of Securities.

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

Section 5.06 Application of Money Collected.

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

         FIRST: To the payment of all amounts due the Trustee under Section
6.07; and

         SECOND: Subject to Article XIV, to the payment of the amounts then due
and unpaid for principal of and any premium and interest on the Securities in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and any premium and interest,
respectively.

Section 5.07 Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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

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

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

                                       34



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

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

Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
3.07) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.09 Restoration of Rights and Remedies.

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

Section 5.10 Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 3.06(f), no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Default shall impair any such
right or remedy or constitute a waiver of any such Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised

                                       35



from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

Section 5.12 Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

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

         (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

Section 5.13 Waiver of Past Defaults.

         (a) The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

                  (i)      in the payment of the principal of or any premium or
interest on any Security of such series, or

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

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

Section 5.14 Undertaking for Costs.

         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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

                                       36



Section 5.15 Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE VI.

                                   THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 6.02 Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
and such default is known to a Responsible Officer of the Trustee, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Clause (iii) of the
definition of "Default" set forth in Section 5.03(c) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

Section 6.03 Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

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

                                       37



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

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

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

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

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

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

Section 6.04 Not Responsible for Recitals or Issuance of Securities.

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

Section 6.05 May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become

                                       38



the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

Section 6.06 Money Held in Trust.

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

Section 6.07 Compensation and Reimbursement.

         The Company agrees:

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

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

         (c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

Section 6.08 Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series [or a trustee under - list here any prior
indentures between the Company and the Trustee that have not been satisfied and
discharged and that may be excluded by the proviso to Section 310(b)(1) of the
Trust Indenture Act].

Section 6.09 Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust

                                       39



Indenture Act to act as such, and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

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

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

         (d) If at any time:

                  (i)      the Trustee shall fail to comply with Section 6.08
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

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

                  (iii)    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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of

                                       40



the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 1.06.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor.

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

                                       41



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

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

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

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

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

                                       42



the Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.

Section 6.13 Preferential Collection of Claims Against Company.

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

Section 6.14 Appointment of Authenticating Agent.

         (a) The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such

                                       43



Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         (d) The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

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

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

                                    ______________________,
                                               As Trustee

                                    By:______________________________,
                                               As Authenticating Agent

                                    By:______________________________,
                                               Authorized Officer

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.

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

         (a) semi-annually, not later than ________ and _________ in each year,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the preceding or, as
the case may be, and

                                       44



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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 7.02 Preservation of Information; Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

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

Section 7.03 Reports by Trustee.

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

         (b) Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than ________ in each calendar
year, commencing in ____________________.

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

Section 7.04 Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                       45



                                  ARTICLE VIII.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, Etc., Only on Certain Terms.

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

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

         (b) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any Subsidiary as
a result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and

         (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

Section 8.02 Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 8.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter,

                                       46



except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without Consent of Holders.

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

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

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

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

         (d) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form; or

         (e) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding; or

         (f) to secure the Securities; or

         (g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

                                       47



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

         (i) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this Clause (i)
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect.

Section 9.02 Supplemental Indentures With Consent of Holders.

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

                  (i)      change the Stated Maturity of the principal of, or
any instalment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02, or change any Place of Payment where, or the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders, or

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

                  (iii)    modify any of the provisions of this Section, Section
5.13 or Section 10.08, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the

                                       48



references to "the Trustee" and concomitant changes in this Section and Section
10.08, or the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 9.01(h).

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

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

Section 9.03 Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 9.04 Effect of Supplemental Indentures.

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

Section 9.05 Conformity with Trust Indenture Act.

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

Section 9.06 Reference in Securities to Supplemental Indentures.

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

                                       49



Section 9.07 Subordination Unimpaired.

         Notwithstanding any provision in this Indenture or otherwise, the
rights of Entitled Persons in respect of Other Financial Obligations under this
Indenture and otherwise in respect of the Securities or any series of the
Securities may, at any time and from time to time, be modified in any respect or
eliminated without the consent of any Entitled Person in respect of Other
Financial Obligations.

                                   ARTICLE X.

                                    COVENANTS

Section 10.01 Payment of Principal, Premium and Interest.

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

Section 10.02 Maintenance of Office or Agency.

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

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

Section 10.03 Money for Securities Payments to Be Held in Trust.

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

                                       50



otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

         (b) Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

         (c) The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

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

                                       51



Section 10.04 Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

Section 10.05 Existence.

         Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

Section 10.06 Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

Section 10.07 Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (b)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                                       52



Section 10.08 Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section
3.01(b)(xvii), 9.01(b) or 9.01(g) for the benefit of the Holders of such series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE XI.

                            REDEMPTION OF SECURITIES

Section 11.01 Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for such Securities) in
accordance with this Article.

Section 11.02 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
3.01 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 11.03 Selection by Trustee of Securities to Be Redeemed.

         (a) If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the

                                       53



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

         (b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

         (c) The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         (d) For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 11.04 Notice of Redemption.

         (a) Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         (b) All notices of redemption shall state:

                  (i)      the Redemption Date,

                  (ii)     the Redemption Price,

                  (iii)    if less than all the Outstanding Securities of any
series consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such Securities,
the principal amounts) of the particular Securities to be redeemed and, if less
than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security to
be redeemed,

                  (iv)     that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,

                                       54



                  (v)      the place or places where each such Security is to be
surrendered for payment of the Redemption Price, and

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

         (c) Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company and shall be
irrevocable.

Section 11.05 Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 11.06 Securities Payable on Redemption Date.

         (a) Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

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

Section 11.07 Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                       55



                                  ARTICLE XII.

                                  SINKING FUNDS

Section 12.01 Applicability of Article.

         (a) The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 3.01 for such Securities.

         (b) The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

Section 12.02 Satisfaction of Sinking Fund Payments with Securities.

         The Company (a) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (b) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 12.03 Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.

                                       56



                                  ARTICLE XIII.

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01 Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 13.02
or Section 13.03 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.01 as being defeasible pursuant to
such Section 13.02 or 13.03, in accordance with any applicable requirements
provided pursuant to Section 3.01 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.01 for
such Securities.

Section 13.02 Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the
provisions of Article XIV shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the direction and
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.04 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (b) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (d) this Article. Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 13.03 applied to such Securities.

Section 13.03 Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (a)
the Company shall be released from its obligations under Sections 10.06 through
10.07, inclusive, and any covenants provided pursuant to Section 3.01(b)(xvii),
9.01(b) or 9.01(g) for the benefit of the Holders of such Securities, (b) the
occurrence of any event specified in Section 5.01(c) shall be deemed not to be
or result in an Event of Default, and (c) the occurrence of any event specified
in Clause (iii) of the definition of "Default" set forth in Section 5.03(c)
(with respect to any of Sections 10.06 through 10.08, inclusive, and any such

                                       57



covenants provided pursuant to Section 3.01(b)(xvii), 9.01(b) or 9.01(g)) shall
be deemed not to be or result in a Default and (d) the provisions of Article XIV
shall cease to be effective, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 13.04 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified, in the case of Clause (iii) of the definition of
"Default" set forth in Section 5.03(c)) or Article XIV, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

Section 13.04 Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
13.02 or Section 13.03 to any Securities or any series of Securities, as the
case may be:

         (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.09 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (i) in the case of
Securities denominated in a foreign currency, money in such foreign currency or
Foreign Government Obligations of the foreign government or governments issuing
such foreign currency which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, such foreign currency in
an amount, or (ii) in the case of Securities denominated in U.S. dollars, U.S.
dollars or U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, U.S. dollars
in an amount, or (iii) a combination of money and U.S. Government Obligations or
Foreign Government Obligations (as applicable), in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, "U.S.
Government Obligation" means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities

                                       58



Act) as custodian with respect to any U.S. Government Obligation which is
specified in Clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified
and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt. As used herein, "Foreign Government
Obligation" means any security denominated in a foreign currency which is (i) a
direct obligation of a foreign government or governments for the payment of
which the full faith and credit of such foreign government or governments is
pledged or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of such foreign government or governments the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by such foreign government, which, in either case (i) or (ii) is not
callable or redeemable at the option of the issuer thereof.

         (b) In the event of an election to have Section 13.02 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i)(x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (x) or (y) to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur and (ii) if Securities
of such series are then listed on any registered national securities exchange
under the Securities Exchange Act of 1934, as amended, to the effect that the
Securities of such series will not be delisted as a result of such election.

         (c) In the event of an election to have Section 13.03 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur.

         (d) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

         (e) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 5.01(a) and (b), at any time
on or prior to the 90th day after the date

                                       59



of such deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).

         (f) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act).

         (g) Such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

         (h) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered
under such Act or exempt from registration thereunder.

         (i) At the time of such deposit, (i) no default in the payment of any
principal of or premium or interest on any Senior Indebtedness shall have
occurred and be continuing, (ii) no event of default with respect to any Senior
Indebtedness shall have resulted in such Senior Indebtedness becoming, and
continuing to be, due and payable prior to the date on which it would otherwise
have become due and payable (unless payment of such Senior Indebtedness has been
made or duly provided for), and (C) no other event of default with respect to
any Senior Indebtedness shall have occurred and be continuing permitting (after
notice or lapse of time or both) the holders of such Senior Indebtedness (or a
trustee on behalf of such holders) to declare such Senior Indebtedness due and
payable prior to the date on which it would otherwise have become due and
payable.

         (j) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

Section 13.05 Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to Be Held in Trust; Miscellaneous Provisions.

         (a) Subject to the provisions of the last paragraph of Section 10.03,
all money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 13.04 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. Money, U.S. Government Obligations and Foreign Government Obligations so
held in trust shall not be subject to the provisions of Article XIV.

                                       60



         (b) The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section
13.04 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

         (c) Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations or Foreign Government
Obligations held by it as provided in Section 13.04 with respect to any
Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities.

Section 13.06 Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                  ARTICLE XIV.

                           SUBORDINATION OF SECURITIES

Section 14.01 Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the indebtedness represented
by the Securities and the payment of the principal of (and premium, if any) and
interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness.

Section 14.02 Payment Over of Proceeds Upon Dissolution, Etc.

         (a) In the event of (i) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, or (ii) any

                                       61



liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, or (iii)
any assignment for the benefit of creditors or any other marshalling of assets
and liabilities of the Company, then and in any such event the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Indebtedness, or provision shall be
made for such payment in money or money's worth, before the Holders of the
Securities are entitled to receive any payment on account of principal of (or
premium, if any) or interest on the Securities, and to that end the holders of
Senior Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities, which may be
payable or deliverable in respect of the Securities in any such case,
proceeding, dissolution, liquidation or other winding up or event.

         (b) In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities, before all Senior Indebtedness is paid in full or payment thereof
provided for, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to a Responsible Officer of the Trustee or,
as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

         (c) For purposes of this Article only, 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 which are subordinated
in right of payment to all Senior Indebtedness which may at the time be
outstanding to substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article VIII shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article VIII.

                                       62



Section 14.03 Prior Payment to Senior Indebtedness Upon Acceleration of
Securities.

         (a) In the event that any Securities are declared due and payable
before their Stated Maturity, then and in such event the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Indebtedness or provision shall be
made for such payment in money or money's worth, before the Holders of the
Securities are entitled to receive any payment (including any payment which may
be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) by the Company on account
of the principal of (or premium, if any) or interest on the Securities or on
account of the purchase or other acquisition of Securities; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article XII by delivering and crediting pursuant to
Section 12.02 Securities of such series which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration.

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

         (c) The provisions of this Section shall not apply to any payment with
respect to which Section 14.02 would be applicable.

Section 14.04 No Payment When Senior Indebtedness in Default.

         (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto, or in the
event that any event of default with respect to any Senior Indebtedness shall
have occurred and be continuing permitting the holders of such Senior
Indebtedness (or a trustee on behalf of the holders thereof) to declare such
Senior Indebtedness due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or

         (b) in the event any judicial proceeding shall be pending with respect
to any such default in payment or event of default,

then no payment (including any payment which may be payable by reason of the
payment of any other indebtedness of the Company being subordinated to the
payment of the Securities) shall be made by the Company on account of principal
of (or premium, if any) or interest on the Securities or on account of the
purchase or other acquisition of Securities; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Twelve by delivering and crediting

                                       63



pursuant to Section 12.02 Securities which have been acquired (upon redemption
or otherwise) prior to such default in payment or event of default. In the event
that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of
this Section, and if such fact shall, at or prior to the time of such payment,
have been made known to a Responsible Officer of the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company. The provisions of this Section shall not
apply to any payment with respect to which Section 14.02 would be applicable.

Section 14.05 Payment Permitted in Certain Situations.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 14.02 or under the conditions
described in Section 14.03 or 14.04, from making payments at any time of
principal of (and premium, if any) or interest on the Securities.

Section 14.06 Subrogation to Rights of Holders of Senior Indebtedness.

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

Section 14.07 Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness (and, in the case of Section
14.15, Entitled Persons in respect of Other Financial Obligations) on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall:

                                       64



         (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and other than Entitled Persons in respect of Other
Financial Obligations and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness and Entitled Persons in
respect of Other Financial Obligations, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms; or

         (b) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness and Entitled Persons in respect of Other Financial Obligations; or

         (c) prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness and under Section 14.15 of Entitled Persons in respect of
Other Financial Obligations, to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

Section 14.08 Trustee to Effectuate Subordination.

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

Section 14.09 No Waiver of Subordination Provisions.

         (a) 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
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         (b) Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness (and Entitled Persons in respect
of Other Financial Obligations) may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness and Entitled Persons, in respect of Other Financial Obligations, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness
or Other Financial Obligations, or otherwise amend or supplement in any manner
Senior Indebtedness or Other Financial Obligations or any instrument evidencing
the same or any agreement under which Senior Indebtedness is or Other Financial
Obligations are outstanding; (ii)

                                       65



sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness or Other Financial Obligations; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness or Other Financial Obligations; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

Section 14.10 Notice to Trustee.

         (a) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any
trustee therefor or from any Entitled Persons in respect of Other Financial
Obligations; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.01, shall be entitled in all respects to
assume that no such facts exist.

         (b) Subject to the provisions of Section 6.01, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) or an Entitled Person in respect of Other Financial Obligations to
establish that such notice has been given by a holder of Senior Indebtedness (or
a trustee therefor) or an Entitled Person in respect of Other Financial
Obligations. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness or an Entitled Person in respect of Other Financial
Obligations to participate in any payment or distribution pursuant to this
Article, the Trustee may, but shall not be required to, request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness or other Financial Obligations held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

Section 14.11 Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.01, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior

                                       66



Indebtedness and other indebtedness of the Company and the Entitled Persons in
respect of Other Financial Obligations, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

Section 14.12 Trustee Not Fiduciary for Holders of Senior Indebtedness or
Entitled Persons.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness or Entitled Persons in respect of Other Financial
Obligations and shall not be liable to any such holders or creditors if it shall
in good faith pay over or distribute to Holders of Securities or to the Company
or to any other Person cash, property or securities to which any holders of
Senior Indebtedness or Entitled Persons in respect of Other Financial
Obligations shall be entitled by virtue of this Article or otherwise.

Section 14.13 Rights of Trustee as Holder of Senior Indebtedness or Entitled
Person; Preservation of Trustee's Rights.

         (a) The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it and with respect to any Other Financial
Obligations owed to the Trustee as an Entitled Person, to the same extent as any
other holder of Senior Indebtedness or Entitled Person in respect of Other
Financial Obligations, as the case may be, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder or Entitled Person.

         (b) Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.07.

Section 14.14 Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 14.13 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 14.15 Payment of Proceeds in Certain Cases.

         (a) Subject to the provisions of this Section and to any provisions
established or determined with respect to Securities of any series pursuant to
Section 3.01, the Securities shall rank pari passu in right of payment with each
other and with the Existing Subordinated Indebtedness.

         (b) Upon the occurrence of any of the events specified in clauses (i),
(i) and (iii) of Section 14.02(a), the provisions of that Section shall be given
effect on a pro rata basis to determine the amount of cash, property of
securities which may be payable or

                                       67



deliverable as between the holders of Senior Indebtedness, on the one hand, and
the Holders of Securities, on the other hand.

         (c) If, after giving effect to the provisions of Section 14.02, Section
14.06 and the respective corresponding provisions of each indenture or other
instrument or document establishing or governing the terms of any Senior
Indebtedness on such pro rata basis, any amount of cash, property or securities
shall be available for payment or distribution in respect of the Securities
("Excess Proceeds"), and any Entitled Persons in respect of Other Financial
Obligations shall not have received payment in full of all amounts due or to
become due on or in respect of such Other Financial Obligations (and provision
shall not have been made for such payment in money or money's worth), then such
Excess Proceeds shall first be applied (ratably with any amount of cash,
property or securities available for payment or distribution in respect of any
other indebtedness of the Company that by its express terms provides for the
payment over of amounts corresponding to Excess Proceeds to Entitled Persons in
respect of Other Financial Obligations) to pay or provide for the payment of the
Other Financial Obligations remaining unpaid, to the extent necessary to pay all
Other Financial Obligations in full, after giving effect to any concurrent
payment or distribution to or for Entitled Persons in respect of Other Financial
Obligations. Any Excess Proceeds remaining after the payment (or provision for
payment) in full of all Other Financial Obligations shall be available for
payment or distribution in respect of the Securities.

         (d) In the event that, notwithstanding the foregoing provisions of
subsection (c) of this Section, after the occurrence of any of the events
specified in clauses (i), (ii) and (iii) of Section 14.02(a), the Trustee or
Holder of any Security shall have received any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, before all Other Financial Obligations are paid in full or payment
thereof duly provided for, and if such fact shall, at or prior to the time of
such payment or distribution, have been made known to a Responsible Officer of
the Trustee or, as the case may be, such Holder, then and in such event, subject
to any obligation that the Trustee or such Holder may have pursuant to Section
14.02, such payment or distribution shall be paid over or delivered forthwith to
the trustee in bankruptcy, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for payment
in accordance with subsection (c).

         (e) Subject to the payment in full of all Other Financial Obligations,
the Holders of the Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Company that by its express terms provides
for the payment over of amounts corresponding to Excess Proceeds to Entitled
Persons in respect of Other Financial Obligations and is entitled to like rights
of subrogation) to the extent of the payments or distributions made to Entitled
Persons in respect of Other Financial Obligations pursuant to subsection (c) or
(d) of this Section to the rights of the Entitled Persons in respect of Other
Financial Obligations to receive payments and distributions of cash, property
and securities applicable to the Other Financial Obligations until the principal
of (and premium, if any) and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to Entitled
Persons in respect of Other Financial Obligations of any cash, property or
securities to which Holders of the

                                       68



Securities or the Trustee would be entitled except for the provisions of this
Section, and no payments over pursuant to the provisions of this Section to
Entitled Persons in respect of Other Financial Obligations by Holders of
Securities or the Trustee, shall, as among the Company, its creditors other than
Entitled Persons in respect of Other Financial Obligations and the Holders of
Securities be deemed to be a payment or distribution by the Company to or on
account of the Other Financial Obligations.

         (f) The provisions of subsections (c), (d) and (e) of this Section are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the Entitled Persons in respect
of Other Financial Obligations, on the other hand, after giving effect to the
rights of the holders of Senior Indebtedness, as provided in this Article.
Nothing contained in subsections (c), (d) and (e) of this Section is intended to
or shall affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than Entitled Persons in respect
of Other Financial Obligations.

                                       69



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

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

[SEAL]

                                             M&T BANK CORPORATION

                                             By:______________________________

Attest:______________________________

                                             [NAME OF TRUSTEE]

                                             By______________________________

Attest: _____________________________

STATE OF NEW YORK)
)ss.:
COUNTY OF ______)

         On the ______ day of ______, ____, before me personally came
..__________________, to me known, who, being by me duly sworn, did depose and
say that he is __________________________ of M&T Bank Corporation, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

STATE OF NEW YORK)
)ss.:
COUNTY OF NEW YORK)

         On the ______ day of ______, ____, before me personally came
..__________________, to me known, who, being by me duly sworn, did depose and
say that he is __________________________ of _____________________, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal;

                                       70



that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                       71



                                                                    Exhibit 4(e)

                           [Form of Subordinated Note]

                               [Face of Security]

If the registered owner of this Security is the Depositary or a nominee of the
Depositary, this Security is a Global Security and the following legend is
applicable except as specified on the reverse hereof:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

                              M&T BANK CORPORATION

No.___________.......................................................$_________

M&T Bank Corporation, a New York corporation which is registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended and under
Article III-A of the New York Banking Law (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _______________________________,
or registered assigns, the principal sum of ______________Dollars on
_______________________[(if the Security is to bear interest prior to Maturity,
insert:), and to pay interest thereon from ________________ or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on ____________ and _____________ in each year, commencing
_____, at the rate of ____% per annum, until the principal hereof is paid or
made available for payment] [(if applicable, insert:), provided that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. [The interest so

                                       1



payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
________ or ________ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

[(If the Security is not to bear interest prior to Maturity, insert:) The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.] [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ___% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

Payment of the principal of (and premium, if any) and [(if applicable, insert:)
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in __________, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [(if applicable, insert:); provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

                                       2



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

Dated:

                              M&T BANK CORPORATION

                                    By:_______________________________________

Attest:__________________________________-

                          CERTIFICATE OF AUTHENTICATION

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

                                    ______________________________,
                                                          As Trustee

                                    By:____________________________
                                                   Authorized Officer

                              [Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of ________________ (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and __________, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness, Entitled Persons in respect of Other Financial
Obligations and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [(if applicable, insert:), limited
in aggregate principal amount to $_______________].

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [(if applicable, insert:)
(1) on ________ in any year commencing with the year______ and ending with the
year______ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [(if
applicable, insert:) on or after ______, 20__], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):

                                       3



If redeemed [(if applicable, insert:) on or before_________,____, ____%, and if
redeemed] during the 12-month period beginning _________ of the years indicated,



Year                  Redemption Price            Year                  Redemption Price
- ----------------------------------------------------------------------------------------
                                                               
- ----------------------------------------------------------------------------------------


and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [(if applicable, insert:) (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______ in any year
commencing with the year ____ and ending with the year _____ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [(if applicable,
insert:) on or after _______], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
________of the years indicated,



                           Redemption Price For Redemption            Redemption Price For Redemption
                              Through Operation of the                Otherwise Than Through Operation
Year                               Sinking Fund                              of the Sinking Fund
- ------------------------------------------------------------------------------------------------------
                                                                
- ------------------------------------------------------------------------------------------------------


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[(If applicable, insert:) - Notwithstanding the foregoing, the Company may not,
prior to ____________, redeem any Securities of this series as contemplated by
[(if applicable, insert:) Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than _____% per annum.]

                                       4



[(If applicable, insert:) The sinking fund for this series provides for the
redemption on _______ in each year beginning with the year ____ and ending with
the year ____of [(if applicable, insert:) not less than $__________ ("mandatory
sinking fund") and not more than] $________ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [(if applicable, insert:) mandatory] sinking fund
payments may be credited against subsequent [(if applicable, insert:) mandatory]
sinking fund payments otherwise required to be made [(if applicable, insert:) ,
in the inverse order in which they become due].]

[(If the Security is subject to redemption of any kind, insert:) In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner set forth in Article Fourteen of the Indenture, the indebtedness
represented by the Securities and the payment of principal of (and premium, if
any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

[(If applicable, insert:) The Indenture contains provisions for defeasance at
any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the Indenture.]

[(If the Security is not an Original Issue Discount Security, insert:) If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[(If the Security is an Original Issue Discount Security, insert:) If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to [insert formula for determining the
amount]. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected.

                                       5



The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

The Securities of this series are issuable only in registered form without
coupons in denominations of $ _________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

                                       6



All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                                       7



                                                                  Exhibit (4)(f)

                     [DEBT] [PREFERRED STOCK] [COMMON STOCK]
                      [DEPOSITARY SHARES] WARRANT AGREEMENT

                        dated as of ___________ __, ____

                                     between

                              M&T BANK CORPORATION

                                       and

                    [NAME OF WARRANT AGENT], as Warrant Agent

                     [Debt] [Preferred Stock] [Common Stock]

                          [Depositary Shares] Warrants

                           Expiring _________ __, ____



                                TABLE OF CONTENTS



                                                                                                                   Page(s)
                                                                                                                   -------
                                                                                                                
ARTICLE I          -    ISSUANCE OF WARRANTS AND FORM, EXECUTION,
                        DELIVERY AND REGISTRATION OF WARRANT
                        CERTIFICATES..............................................................................    2

                        SECTION 1.01   Issuance of Warrants.......................................................    2
                        SECTION 1.02   Form, Execution and Delivery of Warrant
                                       Certificates...............................................................    2
                        SECTION 1.03   Transfer of Warrants.......................................................    4
                        SECTION 1.04   Lost, Stolen, Mutilated or Destroyed Warrant
                                       Certificates...............................................................    5
                        SECTION 1.05   Cancellation of Warrant Certificates.......................................    6
                        SECTION 1.06   Treatment of Holders [If Warrants are to be
                                       Issued in Book-Entry Form - and Beneficial
                                       Owners] of Warrant Certificates............................................    6

ARTICLE II         -    EXERCISE PRICE, DURATION AND EXERCISE OF
                        WARRANTS..................................................................................    7

                        SECTION 2.01   Exercise Price.............................................................    7
                        SECTION 2.02   Duration of Warrants.......................................................    7
                        SECTION 2.03   Exercise of Warrants.......................................................    7

ARTICLE III        -    OTHER PROVISIONS RELATING TO RIGHTS OF
                        HOLDERS [If Warrants are to be issued in Book-Entry
                        Form - AND BENEFICIAL OWNERS] OF WARRANTS................................................    10

                        SECTION 3.01   No Rights as Holders of Warrant Securities
                                       Conferred by Warrants or Warrant Certificates.............................    10
                        SECTION 3.02   Holder [If Warrants are to be issued in
                                       Book-Entry Form - and Beneficial Owner] of
                                       Warrant May Enforce Rights................................................    10

ARTICLE IV         -    CONCERNING THE WARRANT AGENT.............................................................    10

                        SECTION 4.01   Warrant Agent.............................................................    10
                        SECTION 4.02   Limitations on Warrant Agent's Obligations................................    10
                        SECTION 4.03   Compliance With Applicable Laws...........................................    12
                        SECTION 4.04   Resignation and Appointment of Successor..................................    12


                                      -i-



                            TABLE OF CONTENTS(CONT'D)



                                                                                                                   Page(s)
                                                                                                                   -------
                                                                                                                
ARTICLE V          -    MISCELLANEOUS............................................................................    14

                        SECTION 5.01   Amendments................................................................    14
                        SECTION 5.02   Merger, Consolidation, Sale, Transfer
                                       or Conveyance.............................................................    15
                        SECTION 5.03   Notices and Demands to the Company and
                                       Warrant Agent.............................................................    15
                        SECTION 5.04   Addresses.................................................................    15
                        SECTION 5.05   GOVERNING LAW.............................................................    16
                        SECTION 5.06   Delivery of Prospectus....................................................    16
                        SECTION 5.07   Obtaining of Governmental Approvals.......................................    16
                        SECTION 5.08   Payment of Taxes..........................................................    16
                        SECTION 5.09   Benefits of Warrant Agreement.............................................    16
                        SECTION 5.10   Headings..................................................................    17
                        SECTION 5.11   Severability..............................................................    17
                        SECTION 5.12   Counterparts..............................................................    17
                        SECTION 5.13   Inspection of Agreement...................................................    17


                                      -ii-



                     [DEBT] [PREFERRED STOCK] [COMMON STOCK]
                      [DEPOSITARY SHARES] WARRANT AGREEMENT

[DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARES] WARRANT AGREEMENT,
dated as of ____________ __, ____ (as modified, amended or supplemented, this
"Agreement"), between M&T BANK CORPORATION, a New York corporation (the
"Company") and [NAME OF WARRANT AGENT], a _____________, as Warrant Agent (the
"Warrant Agent").

                               W I T N E S S E T H

         [If offer consists of Debt Securities with Warrants AND/OR Warrants to
Purchase Debt Securities - WHEREAS, the Company has entered into an Indenture,
dated as of ____________ __, ____ (the "Senior Indenture"), between the Company
and ______________ as trustee, providing for the issuance from time to time of
its unsecured senior debentures, notes or other evidences of indebtedness, and
an Indenture, dated as of ____________ __, ____ (the "Subordinated Indenture",
and together with the Senior Indenture, the Indentures"), between the Company
and ______________, as trustee (together with the trustee under the Senior
Indenture, the "Trustees"), providing for the issuance from time to time of its
unsecured subordinated debentures, notes or other evidences of indebtedness
(together with the securities issuable under the Senior Indenture, the "Debt
Securities"), to be issued in one or more series as provided in each Indenture;
and]

         [If Securities and Warrants are to be offered together - WHEREAS, the
Company proposes to sell [title of Securities being Offered] (the "Offered
Securities") together with warrants (each, a "Warrant") representing the right
to purchase [title of Securities purchasable upon exercise of Warrants] [If
Warrants for Depositary Shares are to be offered - , each representing 1/__th
interest in a share of [title of Securities represented by Depositary Shares]]
(the "Warrant Securities") [If Warrants for Depositary Shares are to be offered
- - , which term shall also refer, as appropriate, to such [title of securities
represented by Depositary Shares]), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the "Warrant
Certificates"; and]

         [If offer consists of Warrants alone - WHEREAS, the Company proposes to
sell warrant certificates evidencing one or more warrants (each, a "Warrant")
representing the right to purchase [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Depositary Shares are to be offered - ,
each representing a 1/__th interest in a share of [title of securities
represented by the Depositary Shares]] (the "Warrant Securities" [If Warrants
for Depositary Shares are to be offered - , which term shall also refer, as
appropriate, to such [title of securities represented by the Depositary
Shares]), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and]



         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange, exercise and cancellation of the Warrants, and the
Company wishes to set forth in this Agreement, among other things, the
provisions of the Warrants, the form of the Warrant Certificates evidencing the
Warrants and the terms and conditions upon which the Warrants may be issued,
transferred, exchanged, exercised and canceled;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                    ISSUANCE OF WARRANTS AND FORM, EXECUTION,
                DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES

         SECTION 1.01. Issuance of Warrants. Each Warrant shall represent the
right, subject to the provisions contained herein and therein, to purchase
[________] Warrant Securities [in the aggregate principal amount of $________]
at the Exercise Price set forth in Section 2.01. [If Securities and Warrants are
to be offered together - Warrants shall be issued in units with the Offered
Securities [If Warrants are not immediately detachable - and shall not be
separately transferable [Unless Warrants are not detachable: before ________ __,
____ (the "Detachment Date")]] .] [If Warrants are to be offered separately -
Warrants shall be issued as a separate security and shall be transferable from
and after the date of issuance.] [If Warrants are to be offered in Book-Entry
form - [All] [A portion] of the Warrants shall initially be represented by one
or more global certificates (each, a "Global Warrant Certificate").] [If
Securities and Warrants are to be offered together and in definitive form - Each
Warrant Certificate included in such a unit shall evidence [__________] Warrants
for each [$_____ principal amount of] [__________] Offered Securities included
in such unit.] [If Warrants are to be offered separately and in definitive form
- - Each Warrant Certificate shall evidence [__________] Warrants.]

         SECTION 1.02.  Form, Execution and Delivery of Warrant Certificates.

         (a)      One or more Warrant Certificates evidencing Warrants to
purchase not more than [______] [$_______ in aggregate principal amount of]
Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may
be executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter.

         (b)      Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement. [If Warrants are issued in
Book-Entry form - Each Global Warrant Certificate shall bear such legend or
legends as may be required by the Depository in order for it to accept the
Warrants for its book-entry settlement system.] Each Warrant

                                       2



Certificate shall be printed, lithographed, typewritten, mimeographed or
engraved on steel engraved borders or otherwise reproduced in any other manner
as may be approved by the officers executing the same (such execution to be
conclusive evidence of such approval) and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing the same may approve (such execution to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto, or with any regulation of any stock exchange on which the
Warrants [If Securities and Warrants are to be offered together - , the Offered
Securities] or the Warrant Securities may be listed, or to conform to usage.
Each Warrant Certificate shall be signed on behalf of the Company by its
Chairman of the Board, President or any Executive or Senior Vice President. The
signature of any such officer on any Warrant Certificate may be manual or
facsimile. Each Warrant Certificate, when so signed on behalf of the Company,
shall be delivered to the Warrant Agent together with an order for the
countersignature and delivery of such Warrants.

         (c)      The Warrant Agent shall, upon receipt of any Warrant
Certificate duly executed on behalf of the Company, countersign such Warrant
Certificate and deliver such Warrant Certificate to or upon the order of the
Company. Each Warrant Certificate shall be dated the date of its
countersignature.

         (d)      No Warrant Certificate shall be entitled to any benefit under
this Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced thereby may be exercised, unless such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that such Warrant Certificate has been duly issued under the
terms of this Agreement.

         (e)      If any officer of the Company who has signed any Warrant
Certificate either manually or by facsimile signature shall cease to be such
officer before such Warrant Certificate shall have been countersigned and
delivered by the Warrant Agent, such Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company as specified in this Section 1.02, regardless of whether
at the date of the execution of this Agreement any such person was such officer.

         (f)      The Holders shall [If Warrants are to be issued in Book-Entry
form - , except as stated below with respect to Warrants evidenced by a Global
Warrant Certificate,] be entitled to receive Warrants in physical, certificated
form.

[If Warrants are to be issued in Book-Entry form - (g) A Global Warrant
Certificate may be exchanged for a new Global Warrant Certificate, or one or
more new Global Warrant Certificates may be issued, to reflect the issuance by
the Company of additional

                                       3



Warrants. To effect such an exchange, the Company shall deliver to the Warrant
Agent one or more new Global Warrant Certificates duly executed on behalf of the
Company as provided in Section 1.02. The Warrant Agent shall authenticate each
new Global Warrant Certificate as provided in Section 1.02 and shall deliver
each new Global Warrant Certificate to the Depository. The Warrant Agent shall
cancel each Global Warrant Certificate delivered to it by the Depository in
exchange therefor, if any.]

         SECTION 1.03.  Transfer of Warrants.

         (a)      [If Warrants are to be issued in Book-Entry form - [All] [A
portion] of the Warrants shall initially be represented by one or more Global
Warrant Certificates deposited with [the Depository Trust Company] (the
"Depository") and registered in the name of [Cede & Co.], a nominee of the
Depository. The Depository, or such other entity as is agreed to by the
Depository, may hold each Global Warrant Certificate as custodian for
Depository. Except as provided for in Section 1.03(b) hereof, no person
acquiring Warrants traded on any securities exchange with book-entry settlement
through the Depository shall receive or be entitled to receive physical delivery
of definitive Warrant Certificates evidencing such Warrants. Ownership of
beneficial interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depository or
its nominee for each Global Warrant Certificate, or (ii) institutions that have
accounts with the Depository (such institution, with respect to a Warrant in its
account, a "Participant").]

         (b)      [If Warrants are to be issued in Book-Entry form - If the
Depository subsequently ceases to make its book-entry settlement system
available for the Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the
receipts are not eligible for, or it is no longer necessary to have the Warrants
available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depository to deliver to the Warrant Agent for cancellation
each Global Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depository definitive Warrant Certificates in physical
form evidencing such Warrants. Such definitive Warrant Certificates shall be in
the form annexed hereto as Exhibit A with appropriate insertions, modifications
and omissions, as provided above.]

         (c)      [If Securities and Warrants are to be offered together - [If
Warrants are not immediately detachable - Prior to the Detachment Date,]
Warrants may be transferred or exchanged only together with the Offered Security
to which such Warrant is attached, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Offered Security. Furthermore,
[If Warrants are not immediately detachable - on or prior to the Detachment
Date,] each transfer of an Offered Security on the register relating to such
Offered Securities shall operate also to transfer the Warrants to which such
Offered Security was initially attached. [If Warrants are not immediately
detachable - From and after the Detachment Date, the above provisions shall be
of no further force and effect.]

                                       4



         (d)      A Warrant Certificate may be transferred at the option of the
Holder thereof upon surrender of such Warrant Certificate at the corporate trust
office of the Warrant Agent, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent [If Warrants are to be issued
in Book-Entry form - ; provided, however, that except as otherwise provided
herein or in any Global Warrant Certificate, each Global Warrant Certificate may
be transferred only in whole and only to the Depository, to another nominee of
the Depository, to a successor depository, or to a nominee of a successor
depository]. Upon any such registration of transfer, the Company shall execute,
and the Warrant Agent shall countersign and deliver, as provided in Section
1.02, in the name of the designated transferee a new Warrant Certificate or
Warrant Certificates of any authorized denomination evidencing in the aggregate
a like number of unexercised Warrants.

         (e)      [If Warrants are not immediately detachable - After the
Detachment Date,] Upon surrender at the corporate office of the Warrant Agent,
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for such exchange, all in form satisfactory to the Company
and the Warrant Agent, one or more Warrant Certificates may be exchanged for one
or more Warrant Certificates in any other authorized denominations; provided
that such new Warrant Certificate(s) evidence the same aggregate number of
Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender
for exchange, the Company shall execute, and the Warrant Agent shall countersign
and deliver, as provided in Section 1.02, in the name of the Holder of such
Warrant Certificates, the new Warrant Certificates.

         (f)      The Warrant Agent shall keep, at its corporate trust office,
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates in accordance with Section 1.02 and
transfers, exchanges, exercises and cancellations of outstanding Warrant
Certificates. Whenever any Warrant Certificates are surrendered for transfer or
exchange in accordance with this Section 1.03, an authorized officer of the
Warrant Agent shall manually countersign and deliver the Warrant Certificates
which the Holder making the transfer or exchange is entitled to receive.

         (g)      No service charge shall be made for any transfer or exchange
of Warrant Certificates, but the Company may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be imposed
in connection with any such transfer or exchange.

         SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity satisfactory to them and,
in the case of mutilation, upon surrender of such Warrant Certificate to the
Warrant Agent for cancellation, then, in the absence of notice to the Company or
the Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the

                                       5



Warrant Agent shall manually countersign and deliver, in exchange for or in lieu
of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. No service
charge shall be made for any replacement of Warrant Certificates, but the
Company may require the payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange. To the extent permitted under applicable law, the provisions of this
Section 1.04 are exclusive with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates and shall preclude any and all other
rights or remedies.

         SECTION 1.05. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered to the Warrant Agent for transfer, exchange or exercise
of the Warrants evidenced thereby shall be promptly canceled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company. Any Warrant Certificate surrendered to the Company for transfer,
exchange or exercise of the Warrants evidenced thereby shall be promptly
delivered to the Warrant Agent and such transfer, exchange or exercise shall not
be effective until such Warrant Certificate has been received by the Warrant
Agent.

         SECTION 1.06. Treatment of Holders [If Warrants are to be Issued in
Book-Entry Form - and Beneficial Owners] of Warrant Certificates. (a) The term
"Holder", as used herein, shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [If Securities and Warrants that are not
immediately detachable are offered - or, prior to the Detachment Date, the
person in whose name the Offered Security to which such Warrant Certificate was
initially attached is registered upon the register relating to such Offered
Securities. At all times prior to the Detachment Date, the Company will, or will
cause the registrar of the Offered Securities to, make available to the Warrant
Agent such information as to holders of the Offered Securities as may be
necessary to keep the Warrant Agent's records current]. [If Warrants are to be
issued in Book-Entry form - The Holder of each Global Warrant Certificate shall
initially be [Cede & Co.], a nominee of the Depository.]

         (a)      [If Warrants are to be issued in Book-Entry Form - The term
"Beneficial Owner" as used herein shall mean any person in whose name ownership
of beneficial interests in Warrants evidenced by a Global Warrant Certificate is
recorded in the records maintained by the Depository or its nominee, or by a
Participant [If Securities and Warrants that are not immediately detachable are
offered - , or, prior to the Detachment Date, the person in whose name the
Offered Security to which such Warrant Certificate was initially attached is
registered upon the register relating to such Offered Securities].]

         (b)      Every Holder [If Warrants are to be issued in Book-Entry form
- - and every Beneficial Owner] consents and agrees with the Company, the Warrant
Agent and with every subsequent Holder [If Warrants are to be issued in
Book-Entry form - and

                                       6



Beneficial Owner] that until the Warrant Certificate is transferred on the books
of the Warrant Agent, the Company and the Warrant Agent may treat the registered
Holder of such Warrant Certificate as the absolute owner of the Warrants
evidenced thereby for any purpose and as the person entitled to exercise the
rights attaching to the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

                                   ARTICLE II

                EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS

         SECTION 2.01. Exercise Price. The exercise price of each Warrant shall
be $________ (the "Exercise Price") [modify as appropriate to reflect terms of
offered Warrants].

         SECTION 2.02. Duration of Warrants. [Subject to the limitations set
forth herein,] Each Warrant may be exercised in whole but not in part [Unless
Warrants may be exercised on only one date: on any Business Day (as defined
below) occurring during the period (the "Exercise Period") commencing on [its
date of issuance] [________ __, ___] and ending at 5:00 P.M., New York time,] on
__________ , ____ (the "Expiration Date"). Each Warrant remaining unexercised
after 5:00 P.M., New York time, on the Expiration Date shall become void, and
all rights of the Holder under this Agreement shall cease.

         As used herein, the term "Business Day" means any day which is not a
Saturday or Sunday and is not a legal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to close
in New York.

         SECTION 2.03.  Exercise of Warrants.

         (a)      A Holder may exercise a Warrant by delivering, not later than
5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date:
any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants
may be exercised on only one date - the Expiration Date] to the Warrant Agent at
its corporate trust department (i) the Warrant Certificate evidencing the
Warrants to be exercised, [If Warrants are to be issued in Book-Entry form -
and, in the case of a Global Warrant Certificate, the Warrants to be exercised
(the "Book-Entry Warrants") free on the records of the Depository to an account
of the Warrant Agent at the Depository designated for such purpose in writing by
the Warrant Agent to the Depository from time to time,] (ii) an election to
purchase the Warrant Securities ("Election to Purchase"), properly completed and
executed by the Holder on the reverse of the Warrant Certificate [If Warrants
are to be issued in Book-Entry form - or, in the case of a Global Warrant
Certificate, properly executed by the Participant and substantially in the form
included on the reverse of each Warrant Certificate,] and (iii) the Exercise
Price for each Warrant to be exercised in lawful money of the United States of
America by certified or official bank check or by bank wire transfer in
immediately available funds. If any of (a) the Warrant Certificate [If Warrants
are to be issued in Book-Entry form - or the Book-Entry

                                       7



Warrants,] (b) the Election to Purchase, or (c) the Exercise Price therefor, is
received by the Warrant Agent after 5:00 P.M., New York time, on [Unless
Warrants may be exercised on only one date: the specified Exercise Date, the
Warrants will be deemed to be received and exercised on the Business Day next
succeeding the Exercise Date. It the date specified as the Exercise Date is not
a Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day which is a Business Day. If the Warrants are received or
deemed to be received after] the Expiration Date, the exercise thereof will be
null and void and any funds delivered to the Warrant Agent will be returned to
the Holder [If Warrants are to be issued in Book-Entry form - or Participant, as
the case may be,] as soon as practicable. In no event will interest accrue on
funds deposited with the Warrant Agent in respect of an exercise or attempted
exercise of Warrants. The validity of any exercise of Warrants will be
determined by the Warrant Agent in its sole discretion and such determination
will be final and binding upon the Holder and the Company. Neither the Company
nor the Warrant Agent shall have any obligation to inform a Holder of the
invalidity of any exercise of Warrants. The Warrant Agent shall deposit all
funds received by it in payment of the Exercise Price in the account of the
Company maintained with the Warrant Agent for such purpose and shall advise the
Company by telephone at the end of each day on which funds for the exercise of
the Warrants are received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such telephonic advice to the Company in writing.
(b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the
[Unless Warrants may be exercised on only one date: Exercise Date of any
Warrant] [If Warrants may be exercised on only one date - Expiration Date],
advise the Company and the [Trustee under the Indenture applicable to] [the
transfer agent and registrar in respect of] the Warrant Securities issuable upon
such exercise as to the number of Warrants exercised in accordance with the
terms and conditions of this Agreement, the instructions of each Holder [If
Warrants are to be issued in Book-entry Form - or Participant, as the case may
be,] with respect to delivery of the Warrant Securities issuable upon such
exercise, and the delivery of definitive Warrant Certificates [If Warrants are
to be issued in Book-Entry form - or one or more Global Warrant Certificates, as
appropriate,] evidencing the balance, if any, of the Warrants remaining after
such exercise, and such other information as the Company or such [Trustee]
[transfer agent and registrar] shall reasonably require.

         (c)      The Company shall, by 5:00 P.M., New York time, on the third
Business Day next succeeding the [Unless Warrants may be exercised on only one
date: Exercise Date of any Warrant] [If Warrants may be exercised on only one
date - Expiration Date], execute, issue and deliver to the Warrant Agent,
[pursuant to the Indenture applicable to the Warrant Securities, the Warrant
Securities, duly authenticated by the Trustee of such Indenture and in
authorized denominations] [the Warrant Securities] to which such Holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such Holder [If Warrants are to be issued in Book-Entry form - or
the Participant, as the case may be]. Upon receipt of such Warrant Securities,
the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day
next succeeding [Unless Warrants may be exercised on only one date: such
Exercise Date] [If Warrants may be exercised on only one date - the Expiration
Date], transmit such Warrant Securities, to or upon the order of the Holder [If
Warrants are to be issued in Book-Entry

                                       8



form - or Participant, as the case may be,] together with, or preceded by the
prospectus referred to in Section 5.06 hereof. The Company agrees that it will
provide such information and documents to the Warrant Agent as may be necessary
for the Warrant Agent to fulfill its obligations hereunder.

         (d)      The accrual of [interest] [dividends], if any, on the Warrant
Securities issued upon the valid exercise of any Warrant will be governed by the
terms of the applicable [Indenture] [articles of amendment] and such Warrant
Securities. From and after the issuance of such Warrant Securities, the former
Holder of the Warrants exercised will be entitled to the benefits of the
[Indenture] [articles of amendment] under which such Warrant Securities are
issued and such former Holder's right to receive payments of [principal of (and
premium, if any) and interest, if any, on] [dividends and any other amounts
payable in respect of] the Warrant Securities shall be governed by, and shall be
subject to, the terms and provisions of such [Indenture] [articles of amendment]
and the Warrant Securities.

         Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the Warrants
evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for
the number of Warrants remaining unexercised shall be executed by the Company
and countersigned by the Warrant Agent as provided in Section 1.02 hereof, and
delivered to the Holder at the address specified on the books of the Warrant
Agent or as otherwise specified by such Holder.]

         (e)      The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities; and in the event that
any such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Securities until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.

         [If Warrants for Common Stock are offered - SECTION 2.04. Adjustment
Under Certain Circumstances. The Exercise Price and the number of Warrant
Securities purchasable upon the exercise of each Warrant shall be subject to
adjustment upon (i) the issuance of a stock dividend to the holders of the
outstanding shares of Warrant Securities or a combination, subdivision or
reclassification of the Warrant Securities; (ii) the issuance of rights,
warrants or options to all holders of the Warrant Securities entitling the
holders thereof to purchase Warrant Securities for an aggregate consideration
per share less than the current market price per share of the Warrant
Securities; or (iii) any distribution by the Company to the holders of the
Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such number. No fractional shares will
be issued upon exercise of Warrants, but the Company will pay the cash value of
any

                                       9



fractional shares otherwise issuable. The adjustments to be made under this
Section 2.03 shall be determined by the Warrant Agent and such determination
shall be final and binding upon the Holders and the Company.]

                                   ARTICLE III

                 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
               [If Warrants are to be issued in Book-Entry Form -
                       AND BENEFICIAL OWNERS] OF WARRANTS

         SECTION 3.01. No Rights as Holders of Warrant Securities Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a holder of any
Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any) and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the Indenture] [the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of the Company or to exercise voting
rights, if any].

         SECTION 3.02. Holder [If Warrants are to be issued in Book-Entry Form -
and Beneficial Owner] of Warrant May Enforce Rights. Notwithstanding any of the
provisions of this Agreement, any Holder [If Warrants are to be issued in
Book-Entry form - and any Beneficial Owner] of any Warrant, without the consent
of the Warrant Agent or the Holder of any Warrant, may, on such Holder's [If
Warrants are to be issued in Book-Entry form - or Beneficial Owner's] own behalf
and for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise in respect of,
such Holder's [If Warrants are to be issued in Book-Entry form - or Beneficial
Owner's] right to exercise the Warrants evidenced by any Warrant Certificate in
the manner provided in this Agreement and such Warrant Certificate.

                                   ARTICLE IV

                          CONCERNING THE WARRANT AGENT

         SECTION 4.01. Warrant Agent. The Company hereby appoints [Name of
Warrant Agent] as Warrant Agent of the Company in respect of the Warrants upon
the terms and subject to the conditions herein set forth, and [Name of Warrant
Agent] hereby accepts such appointment. The Warrant Agent shall have the powers
and authority granted to and conferred upon it hereby and such further powers
and authority to act on behalf of the Company as the Company may hereafter grant
to or confer upon it.

         SECTION 4.02. Limitations on Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time shall be subject:

                                       10



         (a)      Compensation and Indemnification. The Company agrees to pay
the Warrant Agent compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
all reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Warrant Agent in connection with the services rendered by it
hereunder. The Company also agrees to indemnify the Warrant Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or breach of this Agreement on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder.

         (b)      Agent for the Company. In acting in the capacity of Warrant
Agent under this Agreement, the Warrant Agent is acting solely as agent of the
Company and does not assume any obligation or relationship of agency or trust
with any of the owners or holders of the Warrants except as expressly set forth
herein.

         (c)      Counsel. The Warrant Agent may consult with counsel
satisfactory to it (which may be counsel to the Company), and the advice of such
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 the advice of such counsel.

         (d)      Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.

         (e)      Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
any Warrant, with the same rights that it or they would have were it not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as a depositary, trustee or agent for, any committee
or body of holders of Warrants [If Securities and Warrants are being offered
together - , Offered Securities] or Warrant Securities, or other securities or
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant
Agent from acting as trustee under either Indenture.

         (f)      No Liability for Interest. The Warrant Agent shall not be
under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement.

         (g)      No Liability for Invalidity. The Warrant Agent shall not be
under any responsibility with respect to the validity or sufficiency of this
Agreement or the execution and delivery hereof (except the due execution and
delivery hereof by the

                                       11



Warrant Agent) or with respect to the validity or execution of the Warrant
Certificates (except its countersignature thereon)

         (h)      No Responsibility for Recitals. The recitals contained herein
and in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon) shall be taken as the statements of the Company and
the Warrant Agent assumes no responsibility hereby for the correctness of the
same.

         (i)      No Implied Obligations. The Warrant Agent shall be obligated
to perform such duties as are specifically set forth herein and no implied
duties or obligations shall be read into this Agreement against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the payment
of which within a reasonable time is not, in its opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any Warrant Certificate authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the issue and sale, or exercise,
of the Warrants. The Warrant Agent shall have no duty or responsibility in case
of any default by the Company in the performance of its covenants or agreements
contained herein or in any Warrant Certificate or in the case of the receipt of
any written demand from a Holder with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 5.03 hereof, to make any demand upon the Company.

         SECTION 4.03. Compliance With Applicable Laws. The Warrant Agent agrees
to comply with all applicable federal and state laws imposing obligations on it
in respect of the services rendered by it under this Agreement and in connection
with the Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Warrant Agent expressly assumes all liability for its failure
to comply with any such laws imposing obligations on it, including (but not
limited to) any liability for its failure to comply with any applicable
provisions of United States federal income tax laws regarding information
reporting and backup withholding.

         SECTION 4.04.  Resignation and Appointment of Successor.

         (a)      The Company agrees, for the benefit of the Holders from time
to time, that there shall at all times be a Warrant Agent hereunder until all
the Warrants issued hereunder have been exercised or have expired in accordance
with their terms, which Warrant Agent shall be a bank or trust company organized
under the laws of the United States of America or one of the states thereof,
which is authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers, has a combined capital and surplus of at least
$50,000,000 and has an office or an agent's office in the United States of
America.

                                       12



         (b)      The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires such resignation to become effective; provided that
such date shall not be less than three months after the date on which such
notice is given, unless the Company agrees to accept such notice less than three
months prior to such date of effectiveness. The Company may remove the Warrant
Agent at any time by giving written notice to the Warrant Agent of such removal,
specifying the date on which it desires such removal to become effective. Such
resignation or removal shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company qualified as set forth in Section 4.04(a)) and the acceptance of
such appointment by such successor Warrant Agent. The obligation of the Company
under Section 4.02(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.

         (c)      If at any time the Warrant Agent shall resign, or shall cease
to be qualified as set forth in Section 4.04(a), or shall be removed, or shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall file a petition seeking relief under any applicable Federal or State
bankruptcy or insolvency law or similar law, or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver,
conservator or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or to meet its debts as they mature,
or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for
relief against it under the provisions of any applicable Federal or State
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as set forth in Section 4.04(a), shall be appointed by the Company by
an instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as herein provided of a successor Warrant Agent and acceptance by
the latter of such appointment, the Warrant Agent so superseded shall cease to
be Warrant Agent under this Agreement.

         (d)      Any successor Warrant Agent appointed under this Agreement
shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent under
this Agreement, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent under this Agreement.

         (e)      Any corporation into which the Warrant Agent may be merged or
converted or any corporation with which the Warrant Agent may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation to which the
Warrant Agent shall sell or

                                       13



otherwise transfer all or substantially all the assets and business of the
Warrant Agent, in each case provided that it shall be qualified as set forth in
Section 4.04(a), shall be the successor Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties to this Agreement, including, without limitation, any
successor to the Warrant Agent first named above.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.01.  Amendments.

         (a)      This Agreement and any Warrant Certificate may be amended by
the parties hereto by executing a supplemental warrant agreement (a
"Supplemental Agreement"), without the consent of the Holder of any Warrant, for
the purpose of (i) curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement that is not
inconsistent with the provisions of this Agreement or the Warrant Certificates,
(ii) evidencing the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained in
this Warrant Agreement and the Warrants, (iii) evidencing and providing for the
acceptance of appointment by a successor Warrant Agent with respect to the
Warrants, [If Warrants are to be issued in Book-Entry form - (iv) evidencing and
providing for the acceptance of appointment by a successor Depository with
respect to each Global Warrant Certificate, (v) issuing definitive Warrant
Certificates in accordance with paragraph (b) of Section 1.03,] (vi) adding to
the covenants of the Company for the benefit of the Holders or surrendering any
right or power conferred upon the Company under this Agreement, or (vii)
amending this Agreement and the Warrants in any manner that the Company may deem
to be necessary or desirable and that will not adversely affect the interests of
the Holders in any material respect.

         (b)      The Company and the Warrant Agent may amend this Agreement and
the Warrants by executing a Supplemental Agreement with the consent of the
Holders of not fewer than a majority of the unexercised Warrants affected by
such amendment, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this agreement or of modifying in
any manner the rights of the Holders under this Agreement; provided, however,
that, without the consent of each Holder of Warrants affected thereby, no such
amendment may be made that (i) changes the Warrants so as to reduce the
[principal amount] [number] of Warrant Securities purchasable upon exercise of
the Warrants or so as to increase the exercise price [If Warrants for Common
Stock are offered - (other than as provided by Section 2.03)], (ii) shortens the
period of time during which the Warrants may be exercised, (iii) otherwise
adversely affects the exercise rights of the Holders in any material respect, or
(iv) reduces the number of unexercised Warrants the consent of the Holders of
which is required for amendment of this Agreement or the Warrants.

                                       14



         SECTION 5.02. Merger, Consolidation, Sale, Transfer or Conveyance. The
Company may consolidate or merge with or into any other corporation or sell,
lease, transfer or convey all or substantially all of its assets to any other
corporation, provided that (i) either (x) the Company is the continuing
corporation or (y) the corporation (if other than the Company) that is formed by
or results from any such consolidation or merger or that receives such assets is
a corporation organized and existing under the laws of the United States of
America or a state thereof and such corporation assumes the obligations of the
Company with respect to the performance and observance of all of the covenants
and conditions of this Agreement to be performed or observed by the Company and
(ii) the Company or such successor corporation, as the case may be, must not
immediately be in default under this Agreement. If at any time there shall be
any consolidation or merger or any sale, lease, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company, then in
any such event the successor or assuming corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
and in the Warrant Certificates as the Company; the Company shall thereupon be
relieved of any further obligation hereunder or under the Warrants, and, in the
event of any such sale, lease, transfer, conveyance (other than by way of lease)
or other disposition, the Company as the predecessor corporation may thereupon
or at any time thereafter be dissolved, wound up or liquidated. Such successor
or assuming corporation thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company, Warrant Certificates evidencing
the Warrants not theretofore exercised, in exchange and substitution for the
Warrant Certificates theretofore issued. Such Warrant Certificates shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrant Certificates evidencing the Warrants theretofore issued in accordance
with the terms of this Agreement as though such new Warrant Certificates had
been issued at the date of the execution hereof. In any case of any such merger
or consolidation or sale, lease, transfer, conveyance or other disposition of
all or substantially all of the assets of the Company, such changes in
phraseology and form (but not in substance) may be made in the new Warrant
Certificates, as may be appropriate.

         SECTION 5.03. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder [If Warrants are to be issued in Book-Entry form - or a Participant,
as the case may be], the Warrant Agent shall promptly forward such notice or
demand to the Company.

         SECTION 5.04. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to __________,
Attention: ____________, and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to M&T Bank
Corporation, One M&T Plaza, Buffalo, New York 14203, Attention: General Counsel
(or such other address as shall be specified in writing by the Warrant Agent or
by the Company, as the case may be). The Company or the Warrant Agent shall give
notice to the Holders of Warrants by mailing written notice by first class mail,
postage prepaid, to such Holders as

                                       15



their names and addresses appear in the books and records of the Warrant Agent
[or, prior to the Detachment Date, on the register of the Offered Securities]

         SECTION 5.05. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND
THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).

         SECTION 5.06. Delivery of Prospectus. The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants and complying in all material
respects with the Securities Act of 1933, as amended (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
shall deliver a Prospectus to the Holder of such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise.

         SECTION 5.07. Obtaining of Governmental Approvals. The Company shall
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
state laws, which the Company may deem necessary or appropriate in connection
with the issuance, sale, transfer and delivery of the Warrants, the exercise of
the Warrants, the issuance, sale, transfer and delivery of the Warrant
Securities to be issued upon exercise of Warrants or upon the expiration of the
period during which the Warrants are exercisable.

         SECTION 5.08. Payment of Taxes. The Company will pay all stamp and
other duties, if any, to which, under the laws of the United States of America,
this Agreement or the original issuance of the Warrants may be subject.

         SECTION 5.09. Benefits of Warrant Agreement. Nothing in this Agreement
or any Warrant Certificate expressed or implied and nothing that may be inferred
from any of the provisions hereof or thereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the Company,
the Warrant Agent and their respective successors and assigns, [If Warrants are
to be issued in Book-Entry form - the Beneficial Owners] and the Holders any
right, remedy or claim under or by reason of this Agreement or any Warrant
Certificate or of any covenant, condition, stipulation, promise or agreement
hereof or thereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement or any Warrant Certificate shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
respective successors and assigns and of the [If Warrants are to be issued in
Book-Entry form - Beneficial Owners and] Holders.

                                       16



         SECTION 5.10. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

         SECTION 5.11. Severability. If any provision in this Agreement or in
any Warrant Certificate shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions, or of such provisions in any other jurisdiction, shall not in any
way be affected or impaired thereby.

         SECTION 5.12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

         SECTION 5.13. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent and at the office of the Company at One M&T Plaza, Buffalo,
New York 14203, for inspection by any Holder. The Warrant Agent may require any
such Holder to submit satisfactory proof of ownership for inspection by it.

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

                                               M&T BANK CORPORATION

                                               By:_____________________________
                                               Authorized Officer

                                               [WARRANT AGENT]

                                               By:_____________________________
                                               Authorized Officer

                                       17



                                    EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

[Form of legend if Securities with Warrants that are not immediately detachable
or Warrants that are not immediately exercisable are offered: [PRIOR TO
_____________,] THIS WARRANT CERTIFICATE [(i) CANNOT BE TRANSFERRED OR EXCHANGED
UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITY] AND (II)] CANNOT BE EXERCISED
IN WHOLE OR IN PART.]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

                            AGENT AS PROVIDED HEREIN.

                         Warrant Certificate evidencing

                              Warrants to Purchase

                          [Title of Warrant Securities]

                              as described herein.

                              M&T BANK CORPORATION

No. ________                                             CUSIP No. _____________

           VOID AFTER [5:00 P.M.], NEW YORK TIME, ON ______ ___, ____

         This certifies that ____________________________ or registered assigns
is the registered holder of [Insert number initially issued] warrants to
purchase certain securities (the "Warrants). Each Warrant entitles the holder
thereof, subject to the provisions contained herein and in the Warrant Agreement
referred to below, to purchase from M&T BANK CORPORATION, a New York corporation
(the "Company"), [$_________ principal amount] [____] of the Company's [title of
Securities purchasable upon exercise of Warrants] [If Warrants for Depositary
Shares are to be offered: , each representing a 1/___th interest in a share of
[title of securities represented by the Depositary Shares]] (the "Warrant
Securities" [If Warrants for Depositary Shares are to be offered: , which term
shall also refer, as appropriate, to such [title of securities represented by
the Depositary Shares]), [issued or to be issued under the Indenture (as
hereinafter defined)], at the Exercise Price set forth below. The exercise price
of each Warrant (the "Exercise Price") shall be [modify as appropriate to
reflect the terms of the offered Warrants]

         Subject to the terms of the Warrant Agreement, each Warrant evidenced
hereby may be exercised in whole but not in part at any time, as specified
herein, [Unless Warrants may be exercised on only one date: on any Business Day
(as defined below) occurring during the period (the "Exercise Period")
commencing on [the date of issuance

                                      A-1



thereof] [_______________ ___, ____] and ending at 5:00 P.M., New York time,] on
__________ __, ___ (the "Expiration Date"). Each Warrant remaining unexercised
after 5:00 P.M., New York time, on the Expiration Date shall become void, and
all rights of the holder of this Warrant Certificate evidencing such Warrant
shall cease.

         The holder of the Warrants represented by this Warrant Certificate may
exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
New York time, on [Unless Warrants may be exercised on only one date: any
Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may
be exercised on only one date: the Expiration Date] to [name of Warrant Agent]
(the "Warrant Agent", which term includes any successor warrant agent under the
Warrant Agreement described below) at its corporate trust department at
___________________, (i) this Warrant Certificate [For Global Warrant
Certificate: and the Warrants to be exercised (the "Book-Entry Warrants") free
on the records of [The Depository Trust Company] (the "Depository") to an
account of the Warrant Agent at the Depository designated for such purpose in
writing by the Warrant Agent to the Depository], (ii) an election to purchase
("Election to Purchase"), [For definitive Warrant Certificates: properly
executed by the holder hereof on the reverse of this Warrant Certificate] [For
Global Warrant Certificates: properly executed by the institution in whose
account the Warrant is recorded on the records of the Depository (the
"Participant"), and substantially in the form included on the reverse of hereof]
and (iii) the Exercise Price for each Warrant to be exercised in lawful money of
the United States of America by certified or official bank check or by bank wire
transfer in immediately available funds. If any of (a) this Warrant Certificate
[For Global Warrant Certificates: or the Book-Entry Warrants] , (b) the Election
to Purchase, or (c) the Exercise Price therefor, is received by the Warrant
Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on
only one date: the specified Exercise Date, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the Exercise Date. If
the date specified as the Exercise Date is not a Business Day, the Warrants will
be deemed to be received and exercised on the next succeeding day which is a
Business Day. If the Warrants to be exercised are received or deemed to be
received after] the Expiration Date, the exercise thereof will be null and void
and any funds delivered to the Warrant Agent will be returned to the holder as
soon as practicable. In no event will interest accrue on funds deposited with
the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
The validity of any exercise of Warrants will be determined by the Warrant Agent
in its sole discretion and such determination will be final and binding upon the
holder of the Warrants and the Company. Neither the Warrant Agent nor the
Company shall have any obligation to inform a holder of

         Warrants of the invalidity of any exercise of Warrants. As used herein,
the term "Business Day" means any day which is not a Saturday or Sunday and is
not a legal holiday or a day on which banking institutions generally are
authorized or obligated by law or regulation to close in _____________.

         Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of

                                      A-2



Warrants remaining unexercised shall be executed by the Company and
countersigned by the Warrant Agent as provided in Section 1.02 of the Warrant
Agreement, and delivered to the holder of this Warrant Certificate at the
address specified on the books of the Warrant Agent or as otherwise specified by
such registered holder.]

         This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of ____________ __, ____ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate [For Global Warrant
Certificate: and the beneficial owners of the Warrants represented by this
Warrant Certificate] consent[s] by acceptance hereof. Copies of the Warrant
Agreement are on file and can be inspected at the above-mentioned office of the
Warrant Agent and at the office of the Company at One M&T Plaza, Buffalo, New
York 14203.

         [If the Warrant Securities are Debt Securities: The Warrant Securities
to be issued and delivered upon the exercise of the Warrants evidenced by this
Warrant Certificate will be issued under and in accordance with the Indenture,
dated as of _________ __, ____ (the "Indenture"), between the Company and [name
of trustee], as trustee (together with any successor or successors as such
trustee, the "Trustee"), and will be subject to the terms and provisions
contained in the Warrant Securities and in the Indenture.] The accrual of
[interest] [dividends] , if any, on the Warrant Securities issued upon the valid
exercise of any Warrant will be governed by the terms of the applicable
[Indenture] [articles of amendment] and such Warrant Securities. From and after
the issuance of such Warrant Securities, the former holder of the Warrants
exercised will be entitled to the benefits of the [Indenture] [articles of
amendment] under which such Warrant Securities are issued and such former
holder's right to receive payments of [principal of (and premium, if any) and
interest, if any, on] [dividends and any other amounts payable in respect of]
the Warrant Securities shall be governed by, and shall be subject to, the terms
and provisions of such [Indenture] [articles of amendment] and the Warrant
Securities. Copies of the [Indenture, including the form of the Warrant
Securities,] [articles of amendment] are on file at the corporate trust office
of the Trustee.]

         [If Warrants for Common Stock are offered: The Exercise Price and the
number of Warrant Securities purchasable upon the exercise of each Warrant shall
be subject to adjustment upon (i) the issuance of a stock dividend to the
holders of the outstanding shares of Warrant Securities or a combination,
subdivision or reclassification of the Warrant Securities; (ii) the issuance of
rights, warrants or options to all holders of the Warrant Securities entitling
the holders thereof to purchase Warrant Securities for an aggregate
consideration per share less than the current market price per share of the
Warrant Securities; or (iii) any distribution by the Company to the holders of
the Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such

                                      A-3



number. No fractional shares will be issued upon exercise of Warrants, but the
Company will pay the cash value of any fractional shares otherwise issuable. The
adjustments to be made under this Section 2.03 shall be determined by the
Warrant Agent and such determination shall be final and binding upon the holders
of the Warrants and the Company.]

         [If Securities and Warrants are to be offered together: [If Warrants
are not immediately detachable: Prior to the Detachment Date,] The Warrants
represented by this Warrant Certificate may be exchanged or transferred only
together with the [title of Offered Security] (the "Offered Security") to which
the Warrants are attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, [If Warrants are not immediately detachable: on or prior to the
Detachment Date,] each transfer of such Offered Security on the register of the
Offered Securities shall operate also to transfer the Warrants to which such
Offered Securities was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of
no further force and effect.]] Upon due presentment for registration of transfer
or exchange of this Warrant Certificate at the corporate trust office of the
Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.02 of the Warrant Agreement,
in the name of the designated transferee one or more new Warrant Certificates of
any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants, subject to the limitations provided in the Warrant
Agreement.

         Neither this Warrant Certificate nor the Warrants evidenced hereby
shall entitle the holder hereof or thereof to any of the rights of a holder of
the Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any), and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the applicable Indenture] [the right to receive dividends, if any, or payments
upon the liquidation, dissolution or winding up of the Company or to exercise
voting rights, if any]

         The Warrant Agreement and this Warrant Certificate may be amended as
provided in the Warrant Agreement including, under certain circumstances
described therein, without the consent of the holder of this Warrant Certificate
or the Warrants evidenced thereby.

         THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT
AGREEMENT AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
APPLICABLE CONFLICTS OF LAW PROVISIONS).

         This Warrant Certificate shall not be entitled to any benefit under the
Warrant Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced hereby

                                      A-4



may be exercised, unless this Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

         Dated as of ________ __, ____

                                               M&T BANK CORPORATION

                                               By: _____________________________
                                                         Authorized Officer

         [NAME OF WARRANT AGENT],
         as Warrant Agent

         By: ____________________
              Authorized Officer

                                      A-5



                                    [REVERSE]

                      Instructions for Exercise of Warrant

         To exercise the Warrants evidenced hereby, the holder [For Global
Warrant Certificate: or Participant] must, by 5:00 P.M., New York time, on the
specified Exercise Date, deliver to the Warrant Agent at its corporate trust
department, a certified or official bank check or a wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No. ____,
in an amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder [For Global Warrant Certificates: or Participant]
must provide the information required below and deliver this Warrant Certificate
to the Warrant Agent at the address set forth below [For Global Warrant
Certificates: and the Book-Entry Warrants to the Warrant Agent in its account
with the Depository designated for such purpose]. This Warrant Certificate and
the Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New
York time, on the specified Exercise Date.



                              ELECTION TO PURCHASE
                    TO BE EXECUTED IF WARRANT HOLDER DESIRES
                    TO EXERCISE THE WARRANTS EVIDENCED HEREBY

         The undersigned hereby irrevocably elects to exercise, on __________,
___ (the "Exercise Date'), _____________ Warrants, evidenced by this Warrant
Certificate, to purchase, [$_____________ principal amount] [__________________]
of the [title of Securities purchasable upon exercise of Warrants] [If Warrants
for Depositary Shares are to be offered: , each representing a 1/___th interest
in a share of [title of securities represented by the Depositary Shares]] (the
"Warrant Securities") of M&T BANK CORPORATION, a New York corporation (the
"Company"), and represents that on or before the Exercise Date such holder has
tendered payment for such Warrant Securities by certified or official bank check
or bank wire transfer in immediately available funds to the order of the Company
c/o [Name and address of Warrant Agent], in the amount of $_____________ in
accordance with the terms hereof. The undersigned requests that said [principal
amount of] [number of] Warrant Securities be in fully registered form, in the
authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.

         [Unless Warrants may be exercised on only one date: If said [principal
amount] [number] of Warrant Securities is less than all of the Warrant
Securities purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants evidenced hereby be
issued and delivered to the holder of the Warrant Certificate unless otherwise
specified in the instructions below.]

Dated: ____________ __, ____

                                               Name __________________________

(Please Print)
/  /  /  /- /  /  /- /  /  /  /  /
(Insert Social Security or Other Identifying Number of Holder)
Address_______________________

                                               Signature________________________

         This Warrant may only be exercised by presentation to the Warrant Agent
at one of the following locations:

         By hand at     _____________________________________

         By mail at     _____________________________________

         The method of delivery of this Warrant Certificate is at the option and
risk of the exercising holder and the delivery of this Warrant Certificate will
be deemed to be made only when actually received by the Warrant Agent. If
delivery is by mail, registered mail



with return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to assure timely delivery.

                (Instructions as to form and delivery of Warrant
                     Securities and/or Warrant Certificates)

         Name in which Warrant Securities are to be registered if other than in
the name of the registered holder of this Warrant Certificate:

         Address to which Warrant Securities are to be mailed if other than to
the address of the registered holder of this Warrant Certificate as shown on the
books of the Warrant Agent:

          ____________________________________________________________
                                (Street Address)

          ____________________________________________________________
          (City and State)                                  (Zip Code)

         [Except for Global Warrant Certificate:] Name in which Warrant
Certificate evidencing unexercised Warrants, if any, are to be registered if
other than in the name of the registered holder of this Warrant Certificate:

          ____________________________________________________________

         Address to which certificate representing unexercised Warrants, if any,
are to be mailed if other than to the address of the registered holder of this
Warrant Certificate as shown on the books of the Warrant Agent:

          ____________________________________________________________
                                (Street Address)

          ____________________________________________________________
          (City and State)                                  (Zip Code)

         Date:

                                               Signature________________________

         ([Except for Global Warrant Certificate: Signature must conform in all
respects to the name of the holder as specified on the face of this Warrant
Certificate.] If Warrant Securities, or a Warrant Certificate evidencing
unexercised Warrants, are to be issued in a name other than that of the
registered holder hereof or are to be delivered to an address other than the
address of such holder as shown on the books of the Warrant Agent, the above
signature must be guaranteed by a member firm of a registered national stock
exchange, a member of the National Association of Securities Dealers, Inc., a
participant

                                       2



in the Security Transfer Agents Medallion Program or the Stock Exchange
Medallion Program, or by a commercial bank or trust company having an office or
correspondent in the United States.)

SIGNATURE GUARANTEE

Name of Firm _______________________________

Address ____________________________________

Area Code  _________________________________

and Number _________________________________

Authorized _________________________________

Signature __________________________________

Name _______________________________________

Title ______________________________________

Dated: _____________________________________

                                       3



                                   ASSIGNMENT

              (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER
                 DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)

         FOR VALUE RECEIVED_________________ hereby sells, assigns and transfers
unto ______________________________________.

______________________________________      ____________________________________
   (Please print name and address            (Please insert social security or
        including zip code)                      other identifying number)

the rights represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _____________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.

Dated:
                                     ___________________________________________
                                                     Signature

         (Signature must conform in all respects to the name of the holder as
specified on the face of this Warrant Certificate and must bear a signature
guarantee by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., a participant in
the Security Transfer Agents Medallion Program or the Stock Exchange Medallion
Program, or by a commercial bank or trust company having an office or
correspondent in the United States)

SIGNATURE GUARANTEE

Name of Firm _______________________________

Address ____________________________________

Area Code  _________________________________

and Number _________________________________

Authorized _________________________________

Signature __________________________________

Name _______________________________________

Title ______________________________________

Dated: _____________________________________



                                                                  Exhibit (4)(g)

- --------------------------------------------------------------------------------

                          JUNIOR SUBORDINATED INDENTURE

                                     BETWEEN

                              M&T BANK CORPORATION

                                       AND

                                    [      ]
                                  (as Trustee)

                                   dated as of

                                    [  ], [ ]

- --------------------------------------------------------------------------------



         Certain Sections of this Junior Subordinated Indenture relating
                       to Sections 310 through 318 of the
                          Trust Indenture Act of 1939:



Trust Indenture                                                                       Junior Subordinated
  Act Section                                                                          Indenture Section
- ---------------                                                                       -------------------
                                                                                   
Section 310         (a)(1)..........................................................      6.9
                    (a)(2)..........................................................      6.9
                    (a)(3)..........................................................      Not Applicable
                    (a)(4)..........................................................      Not Applicable
                    (a)(5)..........................................................      6.9
                    (b).............................................................      6.8, 6.10
Section 311         (a).............................................................      6.13
                    (b).............................................................      6.13
                    (b)(2)..........................................................      7.3(a)
Section 312         (a).............................................................      7.1, 7.2(a)
                    (b).............................................................      7.2(b)
                    (c).............................................................      7.2(c)
Section 313         (a).............................................................      7.3(a)
                    (a)(4)..........................................................      7.3(a)
                    (b).............................................................      7.3(b)
                    (c).............................................................      7.3(a)
                    (d).............................................................      7.3(c)
Section 314         (a).............................................................      7.4
                    (b).............................................................      7.4
                    (c)(1)..........................................................      1.2
                    (c)(2)..........................................................      1.2
                    (c)(3)..........................................................      Not Applicable
                    (e).............................................................      1.2
Section 315         (a).............................................................      6.1(a)
                    (b).............................................................      6.2, 7.3
                    (c).............................................................      6.1(b)
                    (d).............................................................      6.1(c)
                    (e).............................................................      5.14
Section 316         (a).............................................................      5.12
                    (a)(1)(A).......................................................      5.12
                    (a)(1)(B).......................................................      5.13
                    (a)(2)..........................................................      Not Applicable
                    (b).............................................................      5.8
                    (c).............................................................      1.4(f)
Section 317         (a)(1)..........................................................      5.3
                    (a)(2)..........................................................      5.4
                    (b).............................................................      10.3
Section 318         (a).............................................................      1.7


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



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                             
ARTICLE I.                 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
        Section 1.1.                Definitions.............................................................      1
        Section 1.2.                Compliance Certificate and Opinions.....................................     11
        Section 1.3.                Forms of Documents Delivered to Trustee.................................     12
        Section 1.4.                Acts of Holders.........................................................     12
        Section 1.5.                Notices, Etc. to Trustee and Company....................................     14
        Section 1.6.                Notice to Holders; Waiver...............................................     15
        Section 1.7.                Conflict with Trust Indenture Act.......................................     15
        Section 1.8.                Effect of Headings and Table of Contents................................     15
        Section 1.9.                Successors and Assigns..................................................     16
        Section 1.10.               Separability Clause.....................................................     16
        Section 1.11.               Benefits of Indenture...................................................     16
        Section 1.12.               Governing Law...........................................................     16
        Section 1.13.               Non-Business Days.......................................................     16

ARTICLE II.                SECURITY FORMS
        Section 2.1.                Generally...............................................................     16
        Section 2.2.                Form of Face of Security................................................     17
        Section 2.3.                Form of Reverse of Security.............................................     21
        Section 2.4.                Additional Provisions Required in Global Security.......................     25
        Section 2.5.                Form of Trustee's Certificate of Authentication.........................     25

ARTICLE III.               THE SECURITIES
        Section 3.1.                Title and Terms.........................................................     26
        Section 3.2.                Denominations...........................................................     29
        Section 3.3.                Execution, Authentication, Delivery and Dating..........................     29
        Section 3.4.                Temporary Securities....................................................     30
        Section 3.5.                Global Securities.......................................................     31
        Section 3.6.                Registration, Transfer and Exchange Generally; Certain
                                    Transfers and Exchanges; Securities Act Legends.........................     32
        Section 3.7.                Mutilated, Lost and Stolen Securities...................................     35
        Section 3.8.                Payment of Interest and Additional Interest;
                                    Interest Rights Preserved...............................................     35
        Section 3.9.                Persons Deemed Owners...................................................     37
        Section 3.10.               Cancellation............................................................     37
        Section 3.11.               Computation of Interest.................................................     38
        Section 3.12.               Deferrals of Interest Payment Dates.....................................     38
        Section 3.13.               Right of Set-Off........................................................     39
        Section 3.14.               Agreed Tax Treatment....................................................     39
        Section 3.15.               Shortening or Extending of Stated Maturity..............................     39
        Section 3.16.               CUSIP Numbers...........................................................     40


                                       i



                                                                                                              
ARTICLE IV.                SATISFACTION AND DISCHARGE
        Section 4.1.                Satisfaction and Discharge of Indenture.................................     40
        Section 4.2.                Application of Trust Money..............................................     41

ARTICLE V.                 REMEDIES
        Section 5.1.                Events of Default.......................................................     41
        Section 5.2.                Acceleration of Maturity; Rescission and Annulment......................     42
        Section 5.3.                Collection of Indebtedness and Suits for Enforcement
                                    by Trustee..............................................................     44
        Section 5.4.                Trustee May File Proofs of Claim........................................     44
        Section 5.5.                Trustee May Enforce Claim Without Possession of
                                    Securities..............................................................     45
        Section 5.6.                Application of Money Collected..........................................     45
        Section 5.7.                Limitation on Suits.....................................................     46
        Section 5.8.                Unconditional Right of Holders to Receive Principal,
                                    Premium and Interest; Direct Action by Holders
                                    of Capital Securities...................................................     46
        Section 5.9.                Restoration of Rights and Remedies......................................     47
        Section 5.10.               Rights and Remedies Cumulative..........................................     47
        Section 5.11.               Delay or Omission Not Waiver............................................     47
        Section 5.12.               Control by Holders......................................................     48
        Section 5.13.               Waiver of Past Defaults.................................................     48
        Section 5.14.               Undertaking for Costs...................................................     49
        Section 5.15.               Waiver of Usury, Stay or Extension Laws.................................     49

ARTICLE VI.                THE TRUSTEE
        Section 6.1.                Certain Duties and Responsibilities.....................................     49
        Section 6.2.                Notice of Defaults......................................................     50
        Section 6.3.                Certain Rights of Trustee...............................................     50
        Section 6.4.                Not Responsible for Recitals or Issuance of Securities..................     52
        Section 6.5.                May Hold Securities.....................................................     52
        Section 6.6.                Money Held in Trust.....................................................     52
        Section 6.7.                Compensation and Reimbursements.........................................     52
        Section 6.8.                Disqualification; Conflicting Interests.................................     53
        Section 6.9.                Corporate Trustee Required; Eligibility.................................     53
        Section 6.10.               Resignation and Removal; Appointment of Successor.......................     54
        Section 6.11.               Acceptance of Appointment by Successor..................................     55
        Section 6.12.               Merger, Conversion, Consolidation or Succession to
                                    Business................................................................     56
        Section 6.13.               Preferential Collection of Claims Against Company.......................     56
        Section 6.14.               Appointment of Authenticating Agent.....................................     57



                                       ii



                                                                                                              
ARTICLE VII.               HOLDER'S LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY
        Section 7.1.                Company to Furnish Trustee Names and Addresses
                                    of Holders..............................................................     58
        Section 7.2.                Preservation of Information, Communications to Holders..................     58
        Section 7.3.                Reports by Trustee and Paying Agent.....................................     59
        Section 7.4.                Reports by Company......................................................     59

ARTICLE VIII.              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
        Section 8.1.                Company May Consolidate, Etc., Only on Certain Terms....................     60
        Section 8.2.                Successor Company Substituted...........................................     61

ARTICLE IX.                SUPPLEMENTAL INDENTURES
        Section 9.1.                Supplemental Indentures Without Consent of Holders......................     61
        Section 9.2.                Supplemental Indentures With Consent of Holders.........................     62
        Section 9.3.                Execution of Supplemental Indentures....................................     64
        Section 9.4.                Effect of Supplemental Indentures.......................................     64
        Section 9.5.                Conformity with Trust Indenture Act.....................................     64
        Section 9.6.                Reference in Securities to Supplemental Indentures......................     64

ARTICLE X.                 COVENANTS
        Section 10.1.               Payment of Principal, Premium and Interest..............................     65
        Section 10.2.               Maintenance of Office or Agency.........................................     65
        Section 10.3.               Money for Security Payments to be Held in Trust.........................     65
        Section 10.4.               Statement as to Compliance..............................................     67
        Section 10.5.               Waiver of Certain Covenants.............................................     67
        Section 10.6.               Additional Sums.........................................................     67
        Section 10.7.               Additional Covenants....................................................     68
        Section 10.8.               Federal Tax Reports.....................................................     69

ARTICLE XI.                REDEMPTION OF SECURITIES
        Section 11.1.               Applicability of This Article...........................................     69
        Section 11.2.               Election to Redeem; Notice to Trustee...................................     69
        Section 11.3.               Selection of Securities to be Redeemed..................................     70
        Section 11.4.               Notice of Redemption....................................................     70
        Section 11.5.               Deposit of Redemption Price.............................................     71
        Section 11.6.               Payment of Securities Called for Redemption.............................     71
        Section 11.7.               Right of Redemption of Securities Initially Issued to
                                    an Issuer Trust.........................................................     72

ARTICLE XII.               SINKING FUNDS
                                    Sinking Funds...........................................................     72



                                      iii



                                                                                                              
ARTICLE XIII.              SUBORDINATION OF SECURITIES
        Section 13.1.               Securities Subordinate to Senior Debt...................................     72
        Section 13.2.               No Payment When Senior Debt in Default;
                                    Payment Over of Proceeds Upon Dissolution, Etc..........................     73
        Section 13.3                Payment Permitted If No Default.........................................     74
        Section 13.4.               Subrogation to Rights of Holders of Senior Debt.........................     74
        Section 13.5.               Provisions Solely to Define Relative Rights.............................     75
        Section 13.6.               Trustee to Effectuate Subordination.....................................     75
        Section 13.7.               No Waiver of Subordination Provisions...................................     75
        Section 13.8.               Notice to Trustee.......................................................     76
        Section 13.9.               Reliance on Judicial Order or Certificate of Liquidating
                                    Agent...................................................................     77
        Section 13.10.              Trustee Not Fiduciary for Holders of Senior Debt........................     77
        Section 13.11.              Rights of Trustee as Holder of Senior Debt;
                                    Preservation of Trustee's Rights........................................     77
        Section 13.12.              Article Applicable to Paying Agents.....................................     77
        Section 13.13.              Certain Conversions or Exchanges Deemed Payment.........................     77



                                       iv



                          JUNIOR SUBORDINATED INDENTURE

         THIS JUNIOR SUBORDINATED INDENTURE, dated as of [    ] [ ], [    ]
between M&T BANK CORPORATION, a New York corporation (the "Company"), having its
principal office at One M&T Plaza, Buffalo, New York 14203, and [ ], as Trustee,
having its principal office at [    ], [ ], [    ] [ ] (the "Trustee").

                             RECITALS OF THE COMPANY

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

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

         NOW THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1.      Definitions.

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

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

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



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

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

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

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

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

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

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

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

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

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

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such

                                       2



Global Security, in each case to the extent applicable to such transaction and
as in effect from time to time.

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

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

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

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

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

         "Capital Treatment Event" means, in respect of any Issuer Trust, the
reasonable determination by the Company that, as a result of the occurrence of
any amendment to, or change (including any announced prospective change) in, the
laws (or any rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement, action or decision is announced on or after the date of the
issuance of the Capital Securities of such Issuer Trust, there is more than an
insubstantial risk that the Company will not be entitled to treat an amount
equal to the Liquidation Amount (as such term is defined in the related Trust
Agreement) of such Capital Securities as "Tier 1 Capital" (or the then
equivalent thereof), for purposes of the risk-based capital adequacy guidelines
of the Board of Governors of the Federal Reserve System or the New York Banking
Department, as then in effect and applicable to the Company.

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

                                       3



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

         "Common Stock" means the common stock, $0.50 par value per share, of
the Company.

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

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

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

         "Creditor" has the meaning specified in Section 6.7.

         "Defaulted Interest" has the meaning specified in Section 3.8.

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

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

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

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

         The term "entity" includes a bank, corporation, association, company,
limited liability company, joint-stock company, statutory trust or business
trust.

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

                                       4



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

         "Expiration Date" has the meaning specified in Section 1.4.

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

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

         "Guarantee" means, with respect to any Issuer Trust, the Guarantee
Agreement, executed by the Company for the benefit of the Holders of the Capital
Securities issued by such Issuer Trust as modified, amended or supplemented from
time to time.

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

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

         "Institutional Accredited Investor" means an institutional accredited
investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act.

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

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

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

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

                                       5



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

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

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, Chief Executive Officer,
President or a Vice President, and by the Chief Financial Officer, Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person, and delivered to the Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

         (a)      a statement by each officer signing the Officers' Certificate
that such officer has read the covenant or condition and the definitions
relating thereto;

         (b)      a brief statement of the nature and scope of the examination
or investigation undertaken by such officer in rendering the Officers'
Certificate;

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

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

provided, however, that the Officers' Certificate delivered pursuant to the
provisions of Section 10.4 hereof shall comply with the provisions of Section
314 of the Trust Indenture Act.

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

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

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

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

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

         (c)      Securities in substitution for or in lieu of other Securities
which have been authenticated and delivered or that have been paid pursuant to
Section 3.6, unless proof

                                        6



satisfactory to the Trustee is presented that any such Securities are held by
Holders in whose hands such Securities are valid, binding and legal obligations
of the Company;

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

         [if applicable, insert - "Outstanding Capital Securities" means
[description of outstanding trust Capital Securities or other applicable
securities].]

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

         "Person" means any individual, partnership, trust, unincorporated
organization or entity (as defined herein) or government or any agency or
political subdivision thereof.

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

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

         "Principal Subsidiary Bank" means each of (a) Manufacturers and Traders
Trust Company, (b) any other banking subsidiary of the Company the consolidated
assets of which

                                       7



constitute 50% or more of the consolidated assets of the Company and its
consolidated subsidiaries, (c) any other banking subsidiary designated as a
Principal Subsidiary Bank pursuant to a Board Resolution and set forth in an
Officers' Certificate delivered to the Trustee, and (d) any subsidiary of the
Company that owns, directly or indirectly, any voting securities, or options,
warrants or rights to subscribe for or purchase voting securities, of any
Principal Subsidiary Bank under clause (a), (b) or (c), and in the case of
clause (a), (b), (c) or (d) their respective successors (whether by
consolidation, merger, conversion, transfer of substantially all their assets
and business or otherwise) so long as any such successor is a banking subsidiary
(in the case of clause (a), (b) or (c)) or a subsidiary (in the case of clause
(d)) of the Company.

         "Proceeding" has the meaning specified in Section 13.2.

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

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

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

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

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

         "Restricted Security" means each Security required pursuant to Section
3.6(c) to bear a Restricted Securities Legend.

         "Restricted Securities Certificate" means a certificate substantially
in the form set forth in Annex A.

         "Restricted Securities Legend" means a legend substantially in the form
of the legend required in the form of Security set forth in Section 2.2 to be
placed upon a Restricted Security.

                                       8



         "Rights Plan" means any plan of the Company providing for the issuance
by the Company to all holders of its Common Stock, $0.50 par value per share, of
rights entitling the holders thereof to subscribe for or purchase shares of any
class or series of capital stock of the Company which rights (a) are deemed to
be transferred with such shares of such Common Stock, (b) are not exercisable,
and (c) are also issued in respect of future issuances of such Common Stock, in
each case until the occurrence of a specified event or events.

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

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

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


         "Senior Debt" means, whether recourse is to all or a portion of assets
of the Company and whether or not contingent, (a) every obligation of the
Company for money borrowed; (b) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(c) every reimbursement obligation of the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for account of the
Company; (d) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (e) every
capital lease obligation of the Company; (f) every obligation of the Company for
claims (as defined in Section 101(4) of the United States Bankruptcy Code of
1978, as amended) in respect of derivative products such as interest and foreign
exchange rate contracts, commodity contracts and similar arrangements; and (g)
every obligation of the type referred to in clauses (a) through (f) of another
person and all dividends of another person the payment of which, in either case,
the Company has guaranteed or is responsible or liable, directly or indirectly,
as obligor or otherwise. Without limiting the generality of the foregoing,
Senior Debt shall include the following: (a) any borrowings under the Credit
Facility; (b) any outstanding commercial paper issued by the Company; (c) the
Company's guarantee of the 6.5% Senior Medium Term Notes due 2008 issued by
Keystone Financial Mid-Atlantic Funding Corp.; and (d) the Company's currently
outstanding 7.20% subordinated notes due July 1, 2007 and 6.875% subordinated
notes due June 1, 2009 that the Company assumed in connection with its merger
with Allfirst Financial Inc. on April 1, 2003. Senior debt shall not include (a)
any obligations which, by their terms, are expressly stated to rank on parity in
right of payment with, or to not be superior in right of payment to, the junior
subordinated debentures, (b) any senior debt of the Company which when incurred
and without respect to any election under Section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company, (c)
any senior debt of the Company to any of the Company's subsidiaries, (d) senior
debt to any executive officer or director of the Company, (e) any debt in
respect of debt securities issued to any trust, or a trustee of such trust,
partnership or other entity affiliated with the Company that is a financing
entity of the Company in connection with the issuance of such financing entity
of securities that are similar to the Capital Securities, or (f) the Company's
currently outstanding $154.64 million aggregate liquidation amount of floating
rate junior subordinated debentures due 2027, $154.64 million aggregate
liquidation amount of floating rate junior subordinated debentures due 2027,
$154.64 million aggregate liquidation amount of 8.234% junior subordinated
debentures due 2027, $103.09 million aggregate liquidation amount of 8.277%
junior subordinated debentures due 2027, $61.86 million aggregate liquidation
amount of 9.25% junior subordinated debentures due 2027, and $105.31 million
aggregate liquidation amount of floating rate junior subordinated debentures due
2029.



                                       9



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

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

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

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

         "Tax Event" means the receipt by an Issuer Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of issuance of the Capital Securities of such Issuer Trust, there is more than
an insubstantial risk that (a) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to United States federal income
tax with respect to income received or accrued on the corresponding series of
Securities issued by the Company to such Issuer Trust, (b) interest payable by
the Company on such corresponding series of Securities is not, or within 90 days
of the delivery of such Opinion of Counsel will not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes, or
(c) such Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.

         "Trust Agreement" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust, as amended,
modified or supplemented from time to time, among the trustees of such Issuer
Trust named therein, the Company, as depositor, and the holders from time to
time of undivided beneficial ownership interests in the assets of such Issuer
Trust.

                                       10



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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, or any successor statute, in each
case as amended from time to time, except as provided in Section 9.5.

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

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

Section 1.2.      Compliance Certificate and Opinions.

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

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

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

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

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

                                       11



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

Section 1.3.      Forms of Documents Delivered to Trustee.

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

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

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

Section 1.4.      Acts of Holders.

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

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution

                                       12



thereof. Where such execution is by a Person acting in other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority.

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

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

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

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

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

                                       13



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

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

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

Section 1.5.      Notices, Etc. to Trustee and Company.

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

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

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

                                       14



Section 1.6.      Notice to Holders; Waiver.

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

Section 1.7.      Conflict with Trust Indenture Act.

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

Section 1.8.      Effect of Headings and Table of Contents.

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

Section 1.9.      Successors and Assigns.

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

Section 1.10.     Separability Clause.

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

                                       15



Section 1.11.     Benefits of Indenture.

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

Section 1.12.     Governing Law.

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

Section 1.13.     Non-Business Days.

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

                                   ARTICLE II

                                 SECURITY FORMS

Section 2.1.      Generally.

         (a)      The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 with respect to the authentication and
delivery of such Securities.

                                       16



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

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

Section 2.2.      Form of Face of Security.

                              M&T BANK CORPORATION

   Junior Subordinated Deferrable Interest Debentures due [    ] [ ], [    ]

         [If the Security is a Restricted Security, insert - THE SECURITIES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT,
(I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED
INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE
AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER
JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL
INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL
FORM AND MAY NOT BE

                                       17



TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR
RESALES OF THE SECURITIES.]

No.                                                                   $[       ]

         M&T Bank Corporation, a New York corporation (hereinafter called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to M&T
Capital Trust [IV] [V] [VI], or registered assigns, the principal sum of [    ]
Dollars on [    ] [ ], [    ], [if the Security is a Global Security, then if
applicable, insert - or such other principal amount represented hereby as may be
set forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture,] [if applicable, insert - provided (a) that the
Company may shorten the Stated Maturity of the principal of this Security [one
time] [one more times] as permitted under the Indenture to a date not earlier
than [    ] [ ], [    ], and (b) extend the Stated Maturity of the principal of
this Security at any time on one or more occasions, subject to certain
conditions specified in Section 3.15 of the Indenture, but in no event to a date
later than [    ] [ ], [    ].] The Company further promises to pay interest on
said principal from [    ] [ ], [    ], or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, [monthly] [quarterly]
[semi-annually] [if applicable, insert - (subject to deferral as set forth
herein)] in arrears on [insert applicable Payment Dates] of each year commencing
[    ] [ ], [    ] at the rate of [ ]% per annum, [if applicable, insert -
together with Additional Sums, if any, as provided in Section 10.6 of the
Indenture,] until the principal hereof is paid or duly provided for or made
available for payment; [if applicable, insert - provided that any overdue
principal, premium or Additional Sums and any overdue installment of interest
shall bear Additional Interest at the rate of [ ]% per annum (to the extent that
the payment of such interest shall be legally enforceable), compounded [monthly]
[quarterly] [semi-annually] from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand.] The amount of interest payable for any period less than a full interest
period shall be computed on the basis of a 360-day year of twelve 30-day months
and the actual days elapsed in a partial month in such period. The amount of
interest payable for any full interest period shall be computed by dividing the
applicable rate per annum by [twelve/four/two]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment, [if applicable, insert -
which shall be the [insert record dates] (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.] Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and

                                       18



upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         [If applicable, insert - So long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of this Security, from time to time to defer the payment of interest on this
Security for up to [ ] consecutive [monthly] [quarterly] [semi-annual] interest
payment periods with respect to each deferral period (each an "Extension
Period"), [if applicable, insert - during which Extension Periods the Company
shall have the right to make partial payments of interest on any Interest
Payment Date, and] at the end of which the Company shall pay all interest then
accrued and unpaid including Additional Interest, as provided below; provided
however, that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security, [If Stated Maturity can be shortened or extended,
insert - as then in effect,] and no such Extension Period may end on a date
other than an Interest Payment Date; and provided further, however, that during
any such Extension Period, the Company shall not (a) 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 (b)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to this Security, [if applicable, insert
- - including the Company's obligations associated with the Outstanding Capital
Securities] (other than (i) 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
any 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, (ii) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(iii) 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, (iv) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (v) 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). Prior
to the termination of any such Extension Period, the Company may further defer
the payment of interest, provided that no Extension Period shall exceed [ ]
consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend
beyond the Stated Maturity of the principal of this Security or end on a date
other than an Interest Payment Date. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period, subject to the above conditions. No interest
shall be due and payable during an Extension Period, except at the end thereof,
but each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest (to the extent that
the payment of such interest shall be

                                       19



legally enforceable) at the rate of [ ]% per annum, compounded [monthly]
[quarterly] [semi-annual] and calculated as set forth in the first paragraph of
this Security, from the date on which such amounts would otherwise have been due
and payable until paid or made available for payment. The Company shall give the
Holder of this Security and the Trustee notice of its election to begin any
Extension Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on this Security would be payable but for such
deferral [if applicable, insert - or so long as such securities are held by M&T
Capital Trust [IV] [V] [VI], at least one Business Day prior to the earlier of
(a) the next succeeding date on which Distributions on the Capital Securities of
such Issuer Trust would be payable but for such deferral, and (b) the date on
which the Property Trustee of such Issuer Trust is required to give notice to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date.]

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; [if applicable, insert - provided however, that at the option of
the Company payment of interest may be made (a) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register, or (b) if to a Holder of $1,000,000 or more in aggregate principal
amount of this Security, by wire transfer in immediately available funds upon
written request to the Trustee not later than 15 calendar days prior to the date
on which the interest is payable.]

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

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

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

                                       20



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

                                               M&T BANK CORPORATION

                                               By: ___________________________
                                               Name: _________________________
                                               Title: ________________________

Attest:

__________________________________________
Secretary or Assistant Secretary

Section 2.3.      Form of Reverse of Security.

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

         All terms used in this Security that are defined in the Indenture [if
applicable, insert - or if not defined in the Indenture in the [Name of Trust
Agreement] dated as of [    ] [ ], [    ] (as modified, amended or supplemented
from time to time the "Trust Agreement"), relating to M&T Capital Trust [IV] [V]
[VI] (the "Issuer Trust") among the Company, as Depositor, the trustees named
therein, the Administrators and the Holders from time to time of the Trust
Securities issued pursuant thereto] shall have the meanings assigned to them in
the Indenture [if applicable, insert - or the Trust Agreement, as the case may
be.]

         [If applicable, insert - The Company has the right to redeem this
Security (a) on or after [    ] [ ], [    ] in whole at any time or in part from
time to time, or (b) in whole (but not in part), at any time within 90 days
following the occurrence and during the continuation of a Tax Event, Investment
Company Event, or Capital Treatment Event, in each case at the Redemption Price
described in the next succeeding [three] paragraph[s], and subject to possible
regulatory approval.]

                                       21



         [If applicable, insert - The Redemption Price shall equal 100% of the
principal amount hereof being redeemed, together with accrued interest to but
excluding the date fixed for redemption.]

         [If applicable, insert - In the case of a redemption on or after [    ]
[ ], [    ] the Redemption Price shall equal the following prices, expressed in
percentages of the principal amount hereof, together with accrued interest to
but excluding the date fixed for redemption, if redeemed during the 12-month
period beginning [    ] [ ], [    ]:



                                                     Redemption
Year                                                   Price
- ----                                                 ----------
                                                  


and 100% on or after [      ] [  ], [    ].

         In the case of a redemption on or after [    ] [ ], [    ] following a
Tax Event, Investment Company Event or Capital Treatment Event, the Redemption
Price shall equal the Redemption Price then applicable to a redemption under the
preceding paragraph.

         In the case of a redemption prior to [    ] [ ], [    ] following a Tax
Event, Investment Company Event or Capital Treatment Event in respect of the
Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a
corresponding $[    ] principal amount hereof, together with accrued interest to
but excluding the date fixed for redemption, which Make-Whole Amount will be
equal to the greater of (i) 100% of the principal amount hereof, and (ii) as
determined by a Quotation Agent (as defined in the Trust Agreement), the sum of
the present value of 100% of the principal amount that would be payable with
respect hereto on [    ] [ ], [    ], together with the present values of
scheduled payments of interest from the date fixed for redemption to [    ] [ ],
[    ], in each case discounted to the date fixed for redemption on a [monthly]
[quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day
months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).]

         [If the Security is subject to redemption of any kind, insert - In the
event of redemption of this Security in part only, a new Security or Securities
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

         [If applicable, insert - The Indenture contains provisions for
defeasance at any time [of the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance by the Company with certain
conditions set forth in the Indenture.]

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal

                                       22



amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

         [If the Security is a Discount Security, insert - As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series may declare an amount of principal of the Securities of this series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, if upon an Event of Default, the
Trustee or such Holders fail to declare such principal amount of the Outstanding
Securities of this series to be immediately due and payable, the Holders of at
least 25% in aggregate Liquidation Amount of the Capital Securities then
outstanding shall have the right to make such declaration by a notice in writing
to the Company and the Trustee. The principal amount payable upon such
acceleration shall be equal to [insert formula for determining the amount]. Upon
any such declaration, such amount of the principal of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of such principal
and interest (including any Additional Interest) on all the Securities of this
series shall remain subordinated to the extent provided in Article XIII of the
Indenture. Upon payment (a) of the amount of principal so declared due and
payable and (b) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on this Security shall
terminate.]

                                       23



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

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

         The Securities of this series are issuable only in registered form
without coupons in denominations of $[ ] and integral multiple of $[    ] in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

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

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

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

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

         THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES
NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

                                       24



Section 2.4.      Additional Provisions Required in Global Security.

         Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

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

Section 2.5.      Form of Trustee's Certificate of Authentication.

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

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

         Dated: ___________________            [       ],
                                               as Trustee

                                               By:______________________________
                                                  Authorized Signatory

                                       25



                                   ARTICLE III

                                 THE SECURITIES

Section 3.1       Title and Terms.

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

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

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

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

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

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

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

                                       26



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

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

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

                  (ix)     the denominations in which any Securities of such
         series shall be issuable;

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

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

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

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

                                       27



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

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

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

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

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

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

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

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

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

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

                                       28



                  (xiv)    any other terms of the Securities of such series
         (which terms shall not be inconsistent with the provisions of this
         Indenture, except as permitted by Section 9.1(6)).

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

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

         (e)      Payment of interest on the Securities of a series may be made
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) if to a Holder of
$1,000,000 or more in aggregate principal amount of any such Security, by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Security
Register.

         (f)      The securities shall be subordinated in right of payment to
Senior Debt as provided in Article XIII.

Section 3.2.      Denominations.

         The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations specified as contemplated by
Section 3.1(b)(ix).

Section 3.3.      Execution, Authentication, Delivery and Dating.

         (a)      The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

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

                                       29



the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating:

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

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

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

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

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

         (e)      Each Security shall be dated the date of its authentication.

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

                                       30



Section 3.4.      Temporary Securities.

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

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

Section 3.5.      Global Securities.

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

         (b)      Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary advises the Trustee in writing that
such Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Company is unable to locate a qualified successor within 90 days of receipt of
such notice from the Depositary, (ii) the Company executes and delivers to the
Trustee a Company Order stating that the Company elects to terminate the
book-entry system through the Depositary, or (iii) there shall have occurred and
be continuing an Event of Default.

         (c)      If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Securities Registrar for exchange or cancellation as
provided in this Article III. If any Global Security is to be exchanged for
other Securities or cancelled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or

                                       31



`
(ii) the principal amount thereof shall be reduced, or increased by an amount
equal to the portion thereof to be so exchanged or cancelled, or equal to the
principal amount of such other Security to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Securities Registrar, whereupon the Trustee, in accordance
with the Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied by
registration instructions, the Trustee shall, subject to Section 3.6(b) and as
otherwise provided in this Article III, authenticate and deliver any Securities
issuable in exchange for such Global Security (or any portion thereof) in
accordance with the instructions of the Depositary. The Trustee shall not be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

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

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

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

Section  3.6.     Registration, Transfer and Exchange Generally; Certain
                  Transfers and Exchanges; Securities Act Legends.

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

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

                                       32



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

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

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

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

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

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

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

                                       33



         provided in Section 3.6(a) and increase the aggregate principal amount
         of the Global Security by the specified principal amount as provided in
         Section 3.5(c).

                  (ii)     Non-Global Security to Non-Global Security. A
         Security that is not a Global Security may be transferred, in whole or
         in part, to a Person who takes delivery in the form of another Security
         that is not a Global Security as provided in Section 3.6(a), provided
         that if the Security to be transferred in whole or in part is a
         Restricted Security, the Securities Registrar shall have received a
         Restricted Securities Certificate duly executed by the transferor
         Holder or such Holder's attorney duly authorized in writing.

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

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

         (c)      Restricted Securities Legend. Except as set forth below, all
Securities shall bear a Restricted Securities Legend:

                  (i)      subject to the following clauses of this Section
         3.6(c), a Security or any portion thereof that is exchanged, upon
         transfer or otherwise, for a Global Security or any portion thereof
         shall bear the Restricted Securities Legend while represented thereby;

                  (ii)     subject to the following clauses of this Section
         3.6(c), a new Security which is not a Global Security and is issued in
         exchange for another Security (including a Global Security) or any
         portion thereof, upon transfer or otherwise, shall, if such new
         Security is required pursuant to Section 3.6(b)(ii) or (iii) to be
         issued in the form of a Restricted Security, bear a Restricted
         Securities Legend;

                  (iii)    a new Security (other than a Global Security) that
         does not bear a Restricted Security Legend may be issued in exchange
         for or in lieu of a Restricted Security or any portion thereof that
         bears such a legend if, in the Company's judgment, placing such a
         legend upon such new Security is not necessary to ensure compliance
         with the registration requirements of the Securities Act, and the
         Trustee, at the written direction of the Company in the form of an
         Officer's Certificate, shall authenticate and deliver such a new
         Security as provided in this Article III;

                  (iv)     notwithstanding the foregoing provisions of this
         Section 3.6(c), a Successor Security of a Security that does not bear a
         Restricted Securities Legend shall not bear such form of legend unless
         the Company has reasonable cause to believe that

                                       34



         such Successor Security is a "restricted security" within the meaning
         of Rule 144, in which case the Trustee, at the written direction of the
         Company in the form of an Officer's Certificate, shall authenticate and
         deliver a new Security bearing a Restricted Securities Legend in
         exchange for such Successor Security as provided in this Article III;
         and

                  (v)      Securities distributed to a holder of Capital
         Securities upon dissolution of an Issuer Trust shall bear a Restricted
         Securities Legend if the Capital Securities so held bear a similar
         legend.

Section 3.7.      Mutilated, Lost and Stolen Securities.

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

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

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

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

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

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

                                       35



Section 3.8.      Payment of Interest and Additional Interest; Interest Rights
                  Preserved.

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

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

                  (i)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series in respect of which interest is in default (or their respective
         Predecessor Securities) are registered at the close of business on a
         Special Record Date for the payment of such Defaulted Interest, which
         shall be fixed in the following manner. The Company shall notify the
         Trustee in writing of the amount of Defaulted Interest proposed to be
         paid on each Security and the date of the proposed payment, and which
         shall be fixed at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon, the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest, which shall be not more
         than 15 days and not less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first class, postage prepaid, to each Holder of
         a Security of such series at the address of such Holder as it appears
         in the Securities Register not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered on such Special Record Date and shall no longer be
         payable pursuant to the following clause (ii).

                                       36



                  (ii)     The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities of the
         series in respect of which interest is in default may be listed and,
         upon such notice as may be required by such exchange (or by the Trustee
         if the Securities are not listed).

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

Section 3.9.      Persons Deemed Owners.

         (a)      The Company, the Trustee and any agent of the Company or the
Trustee shall treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
(subject to Section 3.8) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

Section 3.10.     Cancellation.

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

Section 3.11.     Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.1 herein,
for Securities of any series, interest on the Securities of each series for any
period shall be computed on the basis of a

                                       37



360-day year of twelve 30-day months and the actual number of days elapsed in
any partial month in such period, and interest on the Securities of each series
for a full period shall be computed by dividing the rate per annum by the number
of interest periods that together constitute a full twelve months.

Section 3.12.     Deferrals of Interest Payment Dates.

         If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods (each an "Extension Period") not to
exceed the number of consecutive interest periods that equal five years with
respect to each Extension Period, during which Extension Periods the Company
shall, if so specified as contemplated by Section 3.1, have the right to make
partial payments of interest on any Interest Payment Date. No Extension Period
shall end on a date other than an Interest Payment Date. At the end of any such
Extension Period, the Company shall pay all interest then accrued and unpaid on
the Securities (together with Additional Interest thereon, if any, at the rate
specified for the Securities of such series to the extent permitted by
applicable law); provided, however, that no Extension Period shall extend beyond
the Stated Maturity of the principal of the Securities of such series; and
provided further, however, that, during any such Extension Period, the Company
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities of such series, [if applicable, insert - including the Company's
obligations associated with the Outstanding Capital Securities] (other than (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 any 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 an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (C) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(D) any declaration of a dividend in connection with any Rights Plan, or the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto, or (E) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no Event of
Default has occurred and is continuing and provided further, that no Extension
Period shall exceed the period or periods specified in such Securities, extend
beyond the Stated Maturity

                                       38



of the principal of such Securities or end on a date other than an Interest
Payment Date. Upon the termination of any such Extension Period and upon the
payment of all accrued and unpaid interest and any Additional Interest then due
on any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above conditions. No interest or Additional Interest
shall be due and payable during an Extension Period, except at the end thereof,
but each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest as and to the extent
as may be specified as contemplated by Section 3.1. The Company shall give the
Holders of the Securities of such series and the Trustee notice of its election
to begin any such Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on Securities of such series
would be payable but for such deferral or, with respect to any Securities of a
series issued to an Issuer Trust, so long as any such Securities are held by
such Issuer Trust, at least one Business Day prior to the earlier of (x) the
next succeeding date on which Distributions (as defined in the Trust Agreement)
on the Capital Securities of such Issuer Trust would be payable but for such
deferral, and (y) the date on which the Property Trustee of such Issuer Trust is
required to give notice to holders of such Capital Securities of the record date
or the date such Distributions are payable, but in any event not less than one
Business Day prior to such record date.

Section 3.13.     Right of Set-Off.

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

Section 3.14.     Agreed Tax Treatment.

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

Section 3.15      Shortening or Extending of Stated Maturity.

         If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, the Company shall have the right to
(a) shorten the Stated Maturity of the principal of the Securities of such
series [one time] [one or more times] at any time to any date and (b) extend the
Stated Maturity of the principal of the Securities of such series at any time at
its election for one or more periods, provided that, if the Company elects to
exercise its right to extend the Stated Maturity of the principal of the
Securities of such series pursuant to clause (b) above, at the time such
election is made and at the time of extension, such conditions as may be
specified in such Securities shall have been satisfied.

                                       39



Section 3.16.     CUSIP Numbers.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1.      Satisfaction and Discharge of Indenture.

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

         (a)      either

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

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

                           (A)      have become due and payable,

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

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

and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount in the currency or currencies in which the Securities are
payable sufficient to pay and discharge the entire

                                       40



indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for the principal (and premium, if any) and interest (including
any Additional Interest) to the date of such deposit (in the case of Securities
that have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;

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

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

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

Section 4.2.      Application of Trust Money.

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

                                    ARTICLE V

                                    REMEDIES

Section 5.1.      Events of Default.

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

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

                                       41



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

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

         (d)      the occurrence of the appointment of a receiver or other
similar official in any liquidation, insolvency or similar proceeding with
respect to the Company or all or substantially all of its property; or a court
or other governmental agency shall enter a decree or order appointing a receiver
or similar official and such decree or order shall remain unstayed and
undischarged for a period of 60 days; or

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

Section 5.2.      Acceleration of Maturity; Rescission and Annulment.

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

                                       42



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

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

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

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

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

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

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

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

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

Section 5.3       Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

         (a)      The Company covenants that if:

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

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

                                       43



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

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

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

Section 5.4.      Trustee May File Proofs of Claim.

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

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

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

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

                                       44



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

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

Section 5.5.      Trustee May Enforce Claim Without Possession of Securities.

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

Section 5.6.      Application of Money Collected.

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

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

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

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

                                       45



Section 5.7.      Limitation on Suits.

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

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

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

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

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

         (e)      no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series; it
being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

Section 5.8.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest; Direct Action by Holders of Capital Securities.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional Interest)
on such Security on the respective Stated Maturities expressed in such Security
(or in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer Trust, any registered holder of the series of Capital Securities
issued by such Issuer Trust shall have the right, upon the occurrence of an
Event of Default described in Section 5.1(a) or 5.1(b), to institute a suit
directly against the Company for enforcement of payment to such holder of
principal of (premium, if any) and (subject to Sections 3.8 and 3.12) interest
(including any Additional Interest) on the Securities having a principal amount
equal to the aggregate Liquidation Amount (as defined in the related Trust
Agreement) of such Capital Securities held by such holder.

                                       46



Section 5.9.      Restoration of Rights and Remedies.

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

Section 5.10.     Rights and Remedies Cumulative.

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

Section 5.11.     Delay or Omission Not Waiver.

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

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

Section 5.12.     Control by Holders.

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

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

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

                                       47



         (c)      subject to the provisions of Section 6.1, the Trustee shall
have the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would involve the Trustee in personal liability.

Section 5.13.     Waiver of Past Defaults.

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

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

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

         (b)      Any such waiver shall be deemed to be on behalf of the Holders
of all the Securities of such series, or in the case of waiver by holders of
Capital Securities issued by such Issuer Trust, by all holders of Capital
Securities issued by such Issuer Trust.

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

Section 5.14.     Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may, in
its discretion, require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may, in its
discretion, assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted

                                       48



by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any Security
on or after the respective Stated Maturities expressed in such Security.

Section 5.15.     Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.1.      Certain Duties and Responsibilities.

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

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

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

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

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

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

                                       49



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

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

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

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

Section 6.2.      Notice of Defaults.

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

Section 6.3.      Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

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

                                       50



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

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

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

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

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

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

Section 6.4.      Responsible for Recitals or Issuance of Securities.

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

Section 6.5.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner

                                       51



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

Section 6.6.      Money Held in Trust.

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

Section 6.7.      Compensation and Reimbursement.

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

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

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

         (d)      The Company shall indemnify the Trustee, its directors,
officers, employees and agents for, and hold them harmless against, any loss,
liability or expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred

                                       52



without negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or the
performance of its duties hereunder, including the reasonable costs and expenses
of defending against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. This indemnification shall
survive the termination of this Indenture or the resignation or removal of the
Trustee.

         (e)      When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(d) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

Section 6.8.      Disqualification; Conflicting Interests.

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

Section 6.9.      Corporate Trustee Required; Eligibility.

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

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

         (b)      an entity organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to supervision or examination by authority
of such foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustees; in either case having a combined capital and surplus of
at least $50,000,000, subject to supervision or examination by federal or state
authority. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such entity shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee for the Securities of any series issued
hereunder.

                                       53



Section 6.10.     Resignation and Removal; Appointment of Successor.

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

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

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

         (d)      If at any time:

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

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

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

         (e)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such
series and

                                       54



supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, subject to Section 5.14, on behalf
of such Holder and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

Section 6.11.     Acceptance of Appointment by Successor.

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

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

                                       55



deed or conveyance, shall become vested with all the rights, powers, trusts, and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

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

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

Section 6.12.     Merger, Conversion, Consolidation or Succession to Business.

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

Section 6.13.     Preferential Collection of Claims Against Company.

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

Section 6.14.     Appointment of Authenticating Agent.

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

                                       56



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

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

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

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

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

                                       57



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

Dated:                                             [           ],
                                                   as Trustee

                                                   By:__________________________
                                                   As Authenticating Agent

                                                   By:__________________________
                                                   As Authenticating Agent

                                   ARTICLE VII

                      HOLDERS LISTS AND REPORTS BY TRUSTEE,
                            PAYING AGENT AND COMPANY

Section 7.1.      Company to Furnish Trustee Names and Addresses of Holders.

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

         (a)      not less than one day nor more than 15 days prior to every
Interest Payment Date, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such dates, excluding
from any such list names and addresses received by the Trustee in its capacity
as Securities Registrar, and

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

Section 7.2.      Preservation of Information, Communications to Holders.

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

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

         (c)      Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of

                                       58



them shall be held accountable by reason of the disclosure of information as to
the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 7.3.      Reports by Trustee and Paying Agent.

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

         (b)      Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted within 60 days of January 31 in
each calendar year, commencing with the January 31 after the first issuance of
Securities under this Indenture.

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

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

Section 7.4.      Reports by Company.

         The Company shall file or cause to be filed with the Trustee and with
the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act. In the case of information, documents or reports required to be filed with
the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act,
the Company shall file or cause the filing of such information documents or
reports with the Trustee within 15 days after the same are required to be filed
with the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1.      May Consolidate, Etc., Only on Certain Terms.

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

         (a)      the entity

                                       59



formed by such consolidation or into which the Company is merged or the Person
that acquires by conveyance or transfer, or that leases, the properties and
assets of the Company substantially as an entirety shall be an entity organized
and existing under the laws of the United States of America or any state thereof
or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any), and interest (including any Additional Interest) on all the Securities
of every series and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed; provided, however, that nothing
herein shall be deemed to restrict or prohibit, and no supplemental indenture
shall be required in the case of, the merger of a Principal Subsidiary Bank with
and into a Principal Subsidiary Bank or the Company, the consolidation of
Principal Subsidiary Banks into a Principal Subsidiary Bank or the Company, or
the sale or other disposition of all or substantially all of the assets of any
Principal Subsidiary Bank to another Principal Subsidiary Bank or the Company,
if, in any such case in which the surviving, resulting or acquiring entity is
not the Company, the Company would own, directly or indirectly, at least 80% of
the voting securities of the Principal Subsidiary Bank (and of any other
Principal Subsidiary Bank any voting securities of which are owned, directly or
indirectly, by such Principal Subsidiary Bank) surviving such merger, resulting
from such consolidation or acquiring such assets;

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

         (c)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with and, in the case of a transaction
subject to this Section 8.1 but not requiring a supplemental indenture under
paragraph (a) of this Section 8.1, an Officer's Certificate or Opinion of
Counsel to the effect that the surviving, resulting or successor entity is
legally bound by the Indenture and the Securities; and the Trustee, subject to
Section 6.1, may rely upon such Officers' Certificates and Opinions of Counsel
as conclusive evidence that such transaction complies with this Section 8.1.

Section 8.2.      Successor Company Substituted.

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

                                       60



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

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1.      Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

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

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

                                       61



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

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

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

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

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

Section 9.2.      Supplemental Indentures with Consent of Holders.

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

         (a)      change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, any Security, or
reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of principal
of a Discount Security that would be due and payable upon a declaration of
acceleration of the Stated Maturity thereof pursuant to Section 5.2, or change
the place of payment where, or the coin or currency in which, any Security or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date),

                                       62



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

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

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

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

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

Section 9.3.      Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such

                                       63



supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 9.4.      Effect of Supplemental Indentures.

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

Section 9.5.      Conformity with Trust Indenture Act.

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

Section 9.6.      Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    COVENANTS

Section 10.1.     Payment of Principal, Premium and Interest.

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

Section 10.2.     Maintenance of Office or Agency.

         (a)      The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company initially appoints the Trustee, acting
through its Corporate Trust Office, as its agent for said purposes. The Company
will give prompt written

                                       64



notice to the Trustee of any change in the location of any such office or
agency. If at any time the Company shall fail to maintain such office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

Section 10.3.     Money for Security Payments to be Held in Trust.

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

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

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

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

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

                                       65



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

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

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

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

Section 10.4.     Statement as to Compliance.

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

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Section 10.5.     Waiver of Certain Covenants.

         Subject to the rights of holders of Capital Securities specified in
Section 9.2, if any, the Company may omit in any particular instance to comply
with any covenant or condition provided pursuant to Section 3.1, 9.1(c) or
9.1(d) with respect to the Securities of any series, if before or after the time
for such compliance the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.

Section 10.6.     Additional Sums.

         In the case of the Securities of a series initially issued to an Issuer
Trust, so long as no Event of Default has occurred and is continuing and except
as otherwise specified as contemplated by Section 2.1 or Section 3.1, if: (a)
the Issuer Trust is the Holder of all of the Outstanding Securities of such
series, and (b) a Tax Event described in clause (a) or (c) of the definition of
"Tax Event" in Section 1.1 hereof has occurred and is continuing in respect of
such Issuer Trust, the Company shall pay such Issuer Trust (and its permitted
successors or assigns under the related Trust Agreement) for so long as such
Issuer Trust (or its permitted successor or assignee) is the registered holder
of the Outstanding Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amount (as defined in such Trust Agreement)) then due and payable by such Issuer
Trust on the Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of such Additional Taxes (the "Additional Sums"). Whenever in this
Indenture or the Securities there is a reference in any context to the payment
of principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 3.12 or the
Securities shall not defer the payment of any Additional Sums that may be due
and payable.

Section 10.7.     Additional Covenants.

         The Company covenants and agrees with each Holder of Securities of each
series that it shall not: (a) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, or (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to the Securities of such series, [if applicable, insert - including
the Company's obligations associated with the Outstanding Capital Securities]
(other than (i) repurchases,

                                       67



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 any 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 or other event referred to below, (ii) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(iii) 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, (iv) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock) if at
such time (A) there shall have occurred any event (x) of which the Company has
actual knowledge that with the giving of notice or the lapse of time, or both,
would constitute an Event of Default with respect to the Securities, and (y)
which the Company shall not have taken reasonable steps to cure, (B) if the
Securities of such series are held by an Issuer Trust, the Company shall be in
default with respect to its payment of any obligations under the Guarantee
relating to the Capital Securities issued by an Issuer Trust, or (C) the Company
shall have given notice of its election to begin an Extension Period with
respect to the Securities of such series as provided herein and shall not have
rescinded such notice, or such Extension Period, or any extension thereof, shall
be continuing.

         The Company also covenants with each Holder of Securities of a series
issued to an Issuer Trust (a) to hold, directly or indirectly, 100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the Company as provided under Section 8.2 may succeed to the Company's ownership
of such Common Securities, (b) as holder of such Common Securities, not to
voluntarily terminate, windup or liquidate such Issuer Trust, other than (i) in
connection with a distribution of the Securities of such series to the holders
of the related Capital Securities in liquidation of such Issuer Trust, or (ii)
in connection with certain mergers, consolidations or amalgamations permitted by
the related Trust Agreement, and (c) to use its reasonable efforts, consistent
with the terms and provisions of such Trust Agreement, to cause such Issuer
Trust to continue not to be taxable as a corporation for United States federal
income tax purposes.

Section 10.8.     Federal Tax Reports.

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

                                       68



the amount of original issue discount includible in income for each authorized
minimum denomination of principal amount at Stated Maturity of outstanding
Securities during such year.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 11.1.     Applicability of this Article.

         Redemption of Securities of any series as permitted or required by any
form of Security issued pursuant to this Indenture shall be made in accordance
with such form of Security and this Article; provided, however, that, if any
provision of any such form of Security shall conflict with any provision of this
Article, the provision of such form of Security shall govern.

Section 11.2.     Election to Redeem; Notice to Trustee.

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

Section 11.3.     Selection of Securities to be Redeemed.

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

         (b)      The Trustee shall promptly notify the Company in writing of
the Securities selected for partial redemption and the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed

                                       69



only in part, to the portion of the principal amount of such Security that has
been or is to be redeemed.

Section 11.4.     Notice of Redemption.

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

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

         (a)      the Redemption Date;

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

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

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

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

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

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

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

                                       70



Section 11.5.     Deposit of Redemption Price.

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

Section 11.6.     Payment of Securities Called for Redemption.

         (a)      If any notice of redemption has been given as provided in
Section 11.4, the Securities or portion of Securities with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable Redemption Price, together
with accrued interest (including any Additional Interest) to the Redemption
Date. On presentation and surrender of such Securities at a Place of Payment in
said notice specified, the said Securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest (including Additional
Interest) whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant record
dates according to their terms and the provisions of Section 3.8.

         (b)      Upon presentation of any Security redeemed in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Company, a new Security or Securities of
the same series, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Security so presented and having the same
Original Issue Date, Stated Maturity and terms.

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

Section 11.7.     Right of Redemption of Securities Initially Issued to an
                  Issuer Trust.

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

                                       71



         (b)      If less than all the Securities of any series are to be
redeemed, the aggregate principal amount of such Securities remaining
Outstanding after giving effect to such redemption shall be sufficient to
satisfy any provisions of the Trust Agreement related to the Issuer Trust to
which such Securities were issued.

                                   ARTICLE XII

                                  SINKING FUNDS

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

                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES

Section 13.1.     Securities Subordinate to Senior Debt.

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

Section 13.2.     No Payment When Senior Debt in Default; Payment Over of
                  Proceeds Upon Dissolution, Etc.

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

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

                                       72



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

         (c)      In the event of any Proceeding, after payment in full of all
sums owing with respect to Senior Debt, the Holders of the Securities, together
with the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities, and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Company or any other entity provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect thereof under any
plan of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof and before all Senior Debt
shall have been paid in full, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Debt at the time outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Debt remaining unpaid, to the extent necessary to
pay all such Senior Debt in full. In the event of the failure of the Trustee or
any Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Debt is hereby irrevocably authorized to endorse or assign the
same.

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

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

                                       73



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

Section 13.3.     Payment Permitted if No Default.

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

Section 13.4.     Subrogation to Rights of Holders of Senior Debt.

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

Section 13.5.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Company and the Holders of the Securities,
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders of the Securities the principal of (and premium, if any) and
interest (including any

                                       74



Additional Interest) on the Securities as and when the same shall become due and
payable in accordance with their terms; (b) affect the relative rights against
the Company of the Holders of the Securities and creditors of the Company other
than their rights in relation to the holders of Senior Debt; or (c) prevent the
Trustee or the Holder of any Security (or to the extent expressly provided
herein, the holder of any Capital Security) from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
including filing and voting claims in any Proceeding, subject to the rights, if
any, under this Article of the holders of Senior Debt to receive cash, property
and securities otherwise payable or deliverable to the Trustee or such Holder.

Section 13.6.     Trustee to Effectuate Subordination.

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

Section 13.7      No Waiver of Subordination Provisions.

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

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

Section 13.8.     Notice to Trustee.

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

                                       75



respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Debt or from any
trustee, agent or representative therefor; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any monies
may become payable for any purpose (including, the payment of the principal of
(and premium, if any, on) or interest (including any Additional Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.

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

Section 13.9.     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

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

Section 13.10.    Trustee Not Fiduciary for Holders of Senior Debt.

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

                                       76



Section 13.11.    Rights of Trustee as Holder of Senior Debt; Preservation of
                  Trustee's Rights.

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

Section 13.12.    Article Applicable to Paying Agents.

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

Section 13.13.    Certain Conversions or Exchanges Deemed Payment.

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

                                     * * * *

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

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                       77



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

                                       M&T BANK CORPORATION

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                       [       ], as
                                       Trustee

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                       78



                                     ANNEX A
                    FORM OF RESTRICTED SECURITIES CERTIFICATE

                        RESTRICTED SECURITIES CERTIFICATE

                  (For transfers pursuant to Section 3.6(b) of
                        the Indenture referred to below)

[                ],
as Securities Registrar
[address]

Re:      [Title of Securities] of M&T Bank Corporation (the "Securities")

         Reference is made to the Junior Subordinated Indenture, dated as of [ ]
[ ], [ ] (the "Indenture"), between M&T Bank Corporation a New York corporation,
and [ ] Company, as Trustee. Terms used herein and defined in the Indenture or
in Regulation S, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as
amended (the "Securities Act") are used here as so defined.

         This certificate relates to $[ ] aggregate principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s).

         CERTIFICATE No(s).

         CURRENTLY IN GLOBAL FORM:  Yes _______ No ______ (check one)

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

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



such transfer, the Owner hereby certifies that, unless such transfer is being
effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 144A, Rule 904 of Regulation S
or Rule 144 under the Securities Act and all applicable securities laws of the
states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies that:

         (a)      Rule 144A Transfers. If the transfer is being effected in
accordance with Rule 144A:

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

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

         (b)      Rule 904 Transfers. If the transfer is being effected in
accordance with Rule 904:

                  (i)      the Owner is not a distributor of the Securities, an
         affiliate of the Company or any such distributor or a person acting in
         behalf of any of the foregoing;

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

                  (iii)    either;

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

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

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

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

         (c)      Rule 144 Transfers. If the transfer is being effected
pursuant to Rule 144:



                  (i)      the transfer is occurring after a holding period of
         at least two years (computed in accordance with paragraph (d) of Rule
         144) has elapsed since the date the Specified Securities were acquired
         from the Company or from an affiliate (as such term is defined in Rule
         144) of the Company, whichever is later, and is being effected in
         accordance with the applicable amount, manner of sale and notice
         requirements of paragraphs (e), (f) and (h) of Rule 144;

                  (ii)     the transfer is occurring after a holding period by
         the Owner of at least three years has elapsed since the date the
         Specified Securities were acquired from the Company or from an
         affiliate (as such term is defined in Rule 144) of the Company,
         whichever is later, and the Owner is not, and during the preceding
         three months has not been, an affiliate of the Company; or

                  (iii)    the Owner is a Qualified Institutional Buyer under
         Rule 144A or has acquired the Securities otherwise in accordance with
         Sections (1), (2) or (3) hereof and is transferring the Securities to
         an institutional accredited investor in a transaction exempt from the
         requirements of the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers (as defined in
the Trust Agreement relating to the Issuer Trust to which the Securities were
initially issued).

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

Dated: _________________                           By: _________________________

                                                   Name: _______________________
                                                   Title: ______________________

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



                                                                  EXHIBIT (4)(h)


                             CERTIFICATE OF TRUST OF
                              M&T CAPITAL TRUST IV

        THIS CERTIFICATE OF TRUST of M&T Capital Trust IV (the "Trust") is being
duly executed and filed by The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801 et seq.).

        1.      Name. The name of the statutory trust formed hereby is "M&T
Capital Trust IV".

        2.      Delaware Trustee. The name and address of the trustee of the
Trust in the State of Delaware are The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711.

        3.      Effective Date. This Certificate of Trust shall be effective on
July 7, 2003.

        IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust.

                                 The Bank of New York (Delaware), not in
                                 its individual capacity, but solely as trustee

                                 By:    /s/ Michael Santino
                                        -----------------------------
                                 Name:  Michael Santino
                                 Title: Senior Vice President



                                                                  EXHIBIT (4)(i)


                              M&T CAPITAL TRUST IV
                                 TRUST AGREEMENT


        THIS TRUST AGREEMENT, dated as of July 7, 2003, is by and among (i) M&T
Bank Corporation, a New York corporation (the "Depositor"), and (ii) The Bank of
New York (Delaware), a Delaware banking corporation, as trustee (the "Trustee").
The Depositor and the Trustee hereby agree as follows:

        1.      The trust created hereby (the "Trust") shall be known as "M&T
Capital Trust IV."

        2.      The Depositor hereby assigns, transfers, conveys and sets over
to the Trustee the sum of $10.00. The Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustee hereby declares that it will hold the trust
estate in trust for the Depositor.

        3.      It is the intention of the parties hereto that the Trust created
hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section et seq. (the "Statutory Trust Act"), and that this
document constitutes the governing instrument of the Trust.

        4.      The Trustee is hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State in accordance
with the provisions of the Statutory Trust Act.

        5.      The Depositor and the Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Capital Securities and Common Securities referred
to therein. Prior to the execution and delivery of such amended and restated
Trust Agreement, the Trustee shall not have any duty or obligation hereunder or
with respect to the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain, prior to such execution and delivery, any
licenses, consents or approvals required by applicable law or otherwise.

        6.      The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Capital Securities of the
Trust and possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Capital Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New


York Stock Exchange or any other national stock exchange or The Nasdaq National
Market (each, an "Exchange") and execute on behalf of the Trust one or more
listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Capital Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the Capital
Securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to
execute on behalf of the Trust that certain Underwriting Agreement relating to
the Capital Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form included as an exhibit to
the 1933 Act Registration Statement.

        7.      This Trust Agreement may be executed in one or more
counterparts.

        8.      The number of Trustees initially shall be one (1) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor, who may increase or decrease
the number of Trustees; provided, however, that, to the extent required by the
Statutory Trust Act, one Trustee shall either be a natural person who is a
resident of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty (30) days' prior written notice to the
Depositor.

        9.      This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).





                            [Signature Page Follows]



        IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Trust Agreement to be duly executed as of the date first
written above.


                                            M&T BANK CORPORATION,
                                            as Depositor


                                            By: /s/ Michael S. Piemonte
                                                ------------------------
                                            Name:  Michael S. Piemonte
                                            Title: Senior Vice President


                                            The Bank of New York (Delaware),
                                            as Trustee

                                            By: /s/ Michael Santino
                                                ------------------------
                                            Name:  Michael Santino
                                            Title: Senior Vice President



                                                                  EXHIBIT (4)(j)


                             CERTIFICATE OF TRUST OF
                               M&T CAPITAL TRUST V

        THIS CERTIFICATE OF TRUST of M&T Capital Trust V (the "Trust") is being
duly executed and filed by The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801 et seq.).

        1.      Name. The name of the statutory trust formed hereby is "M&T
Capital Trust V".

        2.      Delaware Trustee. The name and address of the trustee of the
Trust in the State of Delaware are The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711.

        3.      Effective Date. This Certificate of Trust shall be effective on
July 7, 2003.

        IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust.

                                  The Bank of New York (Delaware), not in
                                  its individual capacity, but solely as trustee

                                  By:    /s/ Michael Santino
                                         -----------------------------
                                  Name:  Michael Santino
                                  Title: Senior Vice President



                                                                  EXHIBIT (4)(k)


                               M&T CAPITAL TRUST V
                                 TRUST AGREEMENT


        THIS TRUST AGREEMENT, dated as of July 7, 2003, is by and among (i) M&T
Bank Corporation, a New York corporation (the "Depositor"), and (ii) The Bank of
New York (Delaware), a Delaware banking corporation, as trustee (the "Trustee").
The Depositor and the Trustee hereby agree as follows:

        1.      The trust created hereby (the "Trust") shall be known as "M&T
Capital Trust V."

        2.      The Depositor hereby assigns, transfers, conveys and sets over
to the Trustee the sum of $10.00. The Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustee hereby declares that it will hold the trust
estate in trust for the Depositor.

        3.      It is the intention of the parties hereto that the Trust created
hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section et seq. (the "Statutory Trust Act"), and that this
document constitutes the governing instrument of the Trust.

        4.      The Trustee is hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State in accordance
with the provisions of the Statutory Trust Act.

        5.      The Depositor and the Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Capital Securities and Common Securities referred
to therein. Prior to the execution and delivery of such amended and restated
Trust Agreement, the Trustee shall not have any duty or obligation hereunder or
with respect to the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain, prior to such execution and delivery, any
licenses, consents or approvals required by applicable law or otherwise.

        6.      The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Capital Securities of the
Trust and possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Capital Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New


York Stock Exchange or any other national stock exchange or The Nasdaq National
Market (each, an "Exchange") and execute on behalf of the Trust one or more
listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Capital Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the Capital
Securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to
execute on behalf of the Trust that certain Underwriting Agreement relating to
the Capital Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form included as an exhibit to
the 1933 Act Registration Statement.

        7.      This Trust Agreement may be executed in one or more
counterparts.

        8.      The number of Trustees initially shall be one (1) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor, who may increase or decrease
the number of Trustees; provided, however, that, to the extent required by the
Statutory Trust Act, one Trustee shall either be a natural person who is a
resident of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty (30) days' prior written notice to the
Depositor.

        9.      This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).





                            [Signature Page Follows]



        IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Trust Agreement to be duly executed as of the date first
written above.


                                            M&T BANK CORPORATION,
                                            as Depositor


                                            By: /s/ Michael S. Piemonte
                                                ------------------------
                                            Name:  Michael S. Piemonte
                                            Title: Senior Vice President


                                            The Bank of New York (Delaware),
                                            as Trustee

                                            By: /s/ Michael Santino
                                                ------------------------
                                            Name:  Michael Santino
                                            Title: Senior Vice President



                                                                  EXHIBIT (4)(l)


                             CERTIFICATE OF TRUST OF
                              M&T CAPITAL TRUST VI

        THIS CERTIFICATE OF TRUST of M&T Capital Trust VI (the "Trust") is being
duly executed and filed by The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801 et seq.).

        1.      Name. The name of the statutory trust formed hereby is "M&T
Capital Trust VI".

        2.      Delaware Trustee. The name and address of the trustee of the
Trust in the State of Delaware are The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711.

        3.      Effective Date. This Certificate of Trust shall be effective on
July 7, 2003.

        IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust.

                                  The Bank of New York (Delaware), not in
                                  its individual capacity, but solely as trustee

                                  By:    /s/ Michael Santino
                                         -----------------------------
                                  Name:  Michael Santino
                                  Title: Senior Vice President



                                                                  EXHIBIT (4)(m)


                              M&T CAPITAL TRUST VI
                                 TRUST AGREEMENT


        THIS TRUST AGREEMENT, dated as of July 7, 2003, is by and among (i) M&T
Bank Corporation, a New York corporation (the "Depositor"), and (ii) The Bank of
New York (Delaware), a Delaware banking corporation, as trustee (the "Trustee").
The Depositor and the Trustee hereby agree as follows:

        1.      The trust created hereby (the "Trust") shall be known as "M&T
Capital Trust VI."

        2.      The Depositor hereby assigns, transfers, conveys and sets over
to the Trustee the sum of $10.00. The Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustee hereby declares that it will hold the trust
estate in trust for the Depositor.

        3.      It is the intention of the parties hereto that the Trust created
hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section et seq. (the "Statutory Trust Act"), and that this
document constitutes the governing instrument of the Trust.

        4.      The Trustee is hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State in accordance
with the provisions of the Statutory Trust Act.

        5.      The Depositor and the Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Capital Securities and Common Securities referred
to therein. Prior to the execution and delivery of such amended and restated
Trust Agreement, the Trustee shall not have any duty or obligation hereunder or
with respect to the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain, prior to such execution and delivery, any
licenses, consents or approvals required by applicable law or otherwise.

        6.      The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Capital Securities of the
Trust and possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Capital Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New


York Stock Exchange or any other national stock exchange or The Nasdaq National
Market (each, an "Exchange") and execute on behalf of the Trust one or more
listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Capital Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the Capital
Securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to
execute on behalf of the Trust that certain Underwriting Agreement relating to
the Capital Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form included as an exhibit to
the 1933 Act Registration Statement.

        7.      This Trust Agreement may be executed in one or more
counterparts.

        8.      The number of Trustees initially shall be one (1) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor, who may increase or decrease
the number of Trustees; provided, however, that, to the extent required by the
Statutory Trust Act, one Trustee shall either be a natural person who is a
resident of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty (30) days' prior written notice to the
Depositor.

        9.      This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).





                            [Signature Page Follows]



        IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Trust Agreement to be duly executed as of the date first
written above.


                                            M&T BANK CORPORATION,
                                            as Depositor


                                            By: /s/ Michael S. Piemonte
                                                ------------------------
                                            Name:  Michael S. Piemonte
                                            Title: Senior Vice President


                                            The Bank of New York (Delaware),
                                            as Trustee

                                            By: /s/ Michael Santino
                                                ------------------------
                                            Name:  Michael Santino
                                            Title: Senior Vice President



                                                                  Exhibit (4)(n)

================================================================================

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                              M&T BANK CORPORATION

                                 (as Depositor)

                                      [   ],

                              (as Property Trustee)

                                       and

                                      [   ],

                              (as Delaware Trustee)

                                   dated as of

                                      [   ],[  ]

                         M&T CAPITAL TRUST [IV] [V] [VI]

================================================================================



              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:



Trust Indenture                                                                                Trust Agreement
  Act Section                                                                                      Section
- ---------------                                                                                ---------------
                                                                                          
Section 310                (a)(1).....................................................                       8.7
                           (a)(2).....................................................                       8.7
                           (a)(3).....................................................                       8.9
                           (a)(4).....................................................                2.7(a)(ii)
                           (b)........................................................             8.8, 10.10(b)
Section 311                (a)........................................................              13, 10.10(b)
Section 312                (a)........................................................                  10.10(b)
                           (b)........................................................             10.10(b), (f)
                           (c)........................................................                       5.7
Section 313                (a)........................................................                   8.15(a)
                           (a)(4).....................................................                  10.10(c)
                           (b)........................................................         8.15(c), 10.10(c)
                           (c)........................................................            10.8, 10.10(c)
                           (d)........................................................                  10.10(c)
Section 314                (a)........................................................            8.16, 10.10(d)
                           (b)........................................................            Not Applicable
                           (c)(1).....................................................       8.17, 10.10(d), (e)
                           (c)(2).....................................................       8.17, 10.10(d), (e)
                           (c)(3).....................................................       8.17, 10.10(d), (e)
                           (e)........................................................            8.17, 10.10(e)
Section 315                (a)........................................................                    8.1(d)
                           (b)........................................................                       8.2
                           (c)........................................................                    8.1(c)
                           (d)........................................................                    8.1(d)
                           (e)........................................................            Not Applicable
Section 316                (a)........................................................            Not Applicable
                           (a)(1)(A)..................................................            Not Applicable
                           (a)(1)(B)..................................................            Not Applicable
                           (a)(2).....................................................            Not Applicable
                           (b)........................................................                      5.13
                           (c)........................................................                       6.7
Section 317                (a)(1).....................................................            Not Applicable
                           (a)(2).....................................................                      8.14
                           (b)........................................................                      5.10
Section 318                (a)........................................................                  10.10(a)


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



                                TABLE OF CONTENTS



                                                                                                             Page
                                                                                                             ----
                                                                                                          
ARTICLE I.                 DEFINED TERMS
         Section 1.1.               Definitions...........................................................     1

ARTICLE II.                CONTINUATION OF THE ISSUER TRUST
         Section 2.1.               Name..................................................................    13
         Section 2.2.               Office of the Delaware Trustee; Principal Place of Business...........    13
         Section 2.3.               Initial Contribution of Trust Property; Organizational Expenses.......    13
         Section 2.4.               Issuance of the Capital Securities....................................    13
         Section 2.5.               Issuance of the Common Securities; Subscription and Purchase of Junior
                                      Subordinated Debentures.............................................    14
         Section 2.6.               Declaration of Trust..................................................    14
         Section 2.7.               Authorization to Enter into Certain Transactions......................    15
         Section 2.8.               Assets of Trust.......................................................    17
         Section 2.9.               Title to Trust Property...............................................    18

ARTICLE III.               PAYMENT ACCOUNT
         Section 3.1.               Payment Account.......................................................    18

ARTICLE IV.                DISTRIBUTIONS; REDEMPTION
         Section 4.1.               Distributions.........................................................    18
         Section 4.2.               Redemption............................................................    21
         Section 4.3.               Subordination of Common Securities....................................    23
         Section 4.4.               Payment Procedures....................................................    24
         Section 4.5.               Tax Returns and Reports...............................................    24
         Section 4.6.               Payment of Taxes; Duties, Etc. of the Issuer Trust....................    25
         Section 4.7.               Payments under Indenture or Pursuant to Direct Actions................    25
         Section 4.8.               Liability of the Holder of Common Securities..........................    25

ARTICLE V.                 TRUST SECURITIES CERTIFICATES
         Section 5.1.               Initial Ownership.....................................................    25
         Section 5.2.               The Trust Securities Certificates.....................................    25
         Section 5.3.               Execution and Delivery of Trust Securities Certificates...............    26
         Section 5.4.               Global Capital Security...............................................    26


                                       i





                                                                                                             Page
                                                                                                             ----
                                                                                                          
         Section 5.5.               Registration of Transfer and Exchange Generally; Certain Transfers and
                                      Exchanges; Capital Securities Certificates..........................    27
         Section 5.6.               Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....    28
         Section 5.7.               Persons Deemed Holders................................................    29
         Section 5.8.               Access to List of Holders' Names and Addresses........................    29
         Section 5.9.               Maintenance of Office or Agency.......................................    29
         Section 5.10.              Appointment of Paying Agent...........................................    29
         Section 5.11.              Ownership of Common Securities by Depositor...........................    29
         Section 5.12.              Notices to Clearing Agency............................................    30
         Section 5.13.              Rights of Holders.....................................................    30

ARTICLE VI.                ACTS OF HOLDERS; MEETINGS; VOTING
         Section 6.1.               Limitations on Holder's Voting Rights.................................    33
         Section 6.2.               Notice of Meetings....................................................    34
         Section 6.3.               Meetings of Holders...................................................    34
         Section 6.4.               Voting Rights.........................................................    34
         Section 6.5.               Proxies, etc..........................................................    34
         Section 6.6.               Holder Action by Written Consent......................................    35
         Section 6.7.               Record Date for Voting and Other Purposes.............................    35
         Section 6.8.               Acts of Holders.......................................................    35
         Section 6.9.               Inspection of Records.................................................    36

ARTICLE VII.               REPRESENTATIONS AND WARRANTIES
         Section 7.1.               Representations and Warranties of the Property Trustee and the
                                      Delaware Trustee....................................................    36
         Section 7.2.               Representations and Warranties of the Depositor.......................    38

ARTICLE VIII.              THE ISSUER TRUSTEES; THE ADMINISTRATORS
         Section 8.1.               Certain Duties and Responsibilities...................................    38
         Section 8.2.               Certain Notices.......................................................    40
         Section 8.3.               Certain Rights of Property Trustee....................................    41
         Section 8.4.               Not Responsible for Recitals or Issuance of Securities................    42
         Section 8.5.               May Hold Securities...................................................    42
         Section 8.6.               Compensation; Indemnity; Fees.........................................    43


                                       ii





                                                                                                             Page
                                                                                                             ----
                                                                                                          
         Section 8.7.               Corporate Property Trustee Required; Eligibility of Trustees and
                                      Administrators......................................................    44
         Section 8.8.               Conflicting Interests.................................................    44
         Section 8.9.               Co-Trustees and Separate Trustee......................................    45
         Section 8.10.              Resignation and Removal; Appointment of Successor.....................    46
         Section 8.11.              Acceptance of Appointment by Successor................................    47
         Section 8.12.              Merger, Conversion, Consolidation or Succession to Business...........    47
         Section 8.13.              Preferential Collection of Claims Against Depositor or Issuer Trust...    48
         Section 8.14.              Trustee May File Proofs of Claim......................................    48
         Section 8.15.              Reports by Property Trustee...........................................    49
         Section 8.16.              Reports to the Property Trustee.......................................    49
         Section 8.17.              Evidence of Compliance with Conditions Precedent......................    49
         Section 8.18.              Number of Issuer Trustees.............................................    50
         Section 8.19.              Delegation of Power...................................................    50
         Section 8.20.              Appointment of Administrators.........................................    50

ARTICLE IX.                DISSOLUTION, LIQUIDATION AND MERGER
         Section 9.1.               Dissolution Upon Expiration Date......................................    51
         Section 9.2.               Early Dissolution.....................................................    51
         Section 9.3.               Termination...........................................................    51
         Section 9.4.               Liquidation...........................................................    52
         Section 9.5.               Mergers, Consolidations, Amalgamations or Replacements of the Issuer
                                      Trust...............................................................    53

ARTICLE X.                 MISCELLANEOUS PROVISIONS
         Section 10.1.              Limitation of Rights of Holders.......................................    54
         Section 10.2.              Amendment.............................................................    54
         Section 10.3.              Separability..........................................................    56
         Section 10.4.              Governing Law.........................................................    56
         Section 10.5.              Payments Due on Non-Business Day......................................    56
         Section 10.6.              Successors............................................................    56
         Section 10.7.              Headings..............................................................    56
         Section 10.8.              Reports, Notices and Demands..........................................    56
         Section 10.9.              Agreement Not to Petition.............................................    57
         Section 10.10.             Trust Indenture Act; Conflict with Trust Indenture Act................    57
         Section 10.11.             Acceptance of Terms of Trust Agreement, Guarantee and Indenture.......    59


                                      iii



Exhibit A              Certificate of Trust
Exhibit B              Form of Certificate Depositary Agreement
Exhibit C              Form of Common Securities Certificate
Exhibit D              Form of Capital Securities Certificate

                                       iv



                                   AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ] [ ], [ ], among
(a) M&T BANK CORPORATION, a New York corporation (including any successors or
assigns, the "Depositor"), (b) [ ], a [ ] banking corporation, as property
trustee (in such capacity, the "Property Trustee" and, in its separate corporate
capacity and not in its capacity as Property Trustee, the "Bank"), (c) [ ], a
Delaware banking corporation, as Delaware trustee (the "Delaware Trustee") (the
Property Trustee and the Delaware Trustee are referred to collectively herein as
the "Issuer Trustees") and (d) the several Holders, as hereinafter defined.

                                   WITNESSETH:

         WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the entering into a certain Trust Agreement, dated as of [ ] [ ], [
] (the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on [ ] [ ], [ ] (the "Certificate of Trust"), a copy
of which is attached hereto as Exhibit A; and

         WHEREAS, the Depositor and the Delaware Trustee desire to amend and
restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (a) the issuance of the Common Securities by
the Issuer Trust to the Depositor, (b) the issuance and sale of the Capital
Securities by the Issuer Trust pursuant to the Underwriting Agreement, (c) the
acquisition by the Issuer Trust from the Depositor of all of the right, title
and interest in the Junior Subordinated Debentures, (d) the appointment of the
Administrators and the Property Trustee.

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees, intending to be legally
bound, as follows:

                                    ARTICLE I

                                  DEFINED TERMS

Section 1.1.      Definitions

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

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



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

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

         (d)      all accounting terms used but not defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles as in effect at the time of computation;

         (e)      unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement;

         (f)      the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision; and

         (g)      all references to the date the Capital Securities were
originally issued shall refer to the date the Capital Securities were originally
issued.

         "Act" has the meaning specified in Section 6.8.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or for a given period, the amount of Additional Interest
(as defined in the Indenture) paid by the Depositor on a Like Amount of Junior
Subordinated Debentures for such period.

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

         [if applicable, insert - "Adjusted Treasury Rate" means, with respect
to any Redemption Date, the Treasury Rate plus (i) [ ]% if such Redemption Date
occurs on or before [ ] [ ], [ ] or (ii) [ ]% if such Redemption Date occurs
after[ ] [ ], [ ].]

         "Administrators" means each Person appointed in accordance with Section
8.20 solely in such Person's capacity as Administrator of the Issuer Trust
heretofore formed and continued hereunder and not in such Person's individual
capacity, or any successor Administrator appointed as herein provided; with the
initial Administrators being [Insert two Administrators].

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Capital Security or beneficial interest therein,
the rules and procedures of the Depositary

                                       2



for such Capital Security, in each case to the extent applicable to such
transaction and as in effect from time to time.

         "Bank" has the meaning specified in the preamble to this Trust
Agreement.

         "Bankruptcy Event" means, with respect to any Person:

         (a)      the entry of a decree or order by a court having jurisdiction
in the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

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

         "Bankruptcy Laws" has the meaning specified in Section 10.9.

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

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

         "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the City of Buffalo, New York or in the
City of New York, are authorized or required by law or executive order to remain
closed or (c) a day on which the Property

                                       3



Trustee's Corporate Trust Office or the Delaware Trustee's Corporate Trust
Office or the Corporate Trust Office of the Debenture Trustee is closed for
business.

         "Capital Securities Certificate" means a certificate evidencing
ownership of Capital Securities, substantially in the form attached hereto as
Exhibit D.

         "Capital Security" means a preferred undivided beneficial interest in
the assets of the Issuer Trust, having a Liquidation Amount of $[ ] and having
the rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

         "Capital Treatment Event" means, in respect of the Issuer Trust, the
reasonable determination by the Depositor that, as a result of the occurrence of
any amendment to, or change (including any announced prospective change) in, the
laws (or any rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement, action or decision is announced on or after the date of the
issuance of the Capital Securities of the Issuer Trust, there is more than an
insubstantial risk that the Depositor will not be entitled to treat an amount
equal to the Liquidation Amount of such Capital Securities as "Tier 1 Capital"
(or the then equivalent thereof), for purposes of the risk-based capital
adequacy guidelines of the Board of Governors of the Federal Reserve System or
the New York State Banking Department, as then in effect and applicable to the
Depositor.

         "Cede" means Cede & Co.

         "Certificate Depositary Agreement" means the agreement among the Issuer
Trust, the Depositor and the Depositary, as the initial Clearing Agency, dated
as of the Closing Date, substantially in the form attached hereto as Exhibit B,
as the same may be amended and supplemented from time to time.

         "Certificate of Trust" has the meaning specified in the preamble to
this Trust Agreement.

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

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

         "Closing Date" means the Time of Delivery [if applicable, insert - for
the Firm Securities], which date is also the date of execution and delivery of
this Trust Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended or any
successor statute, in each case as amended from time to time.

                                       4



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

         "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached hereto as
Exhibit C.

         "Common Security" means an undivided beneficial interest in the assets
of the Issuer Trust, having a Liquidation Amount of $[ ] and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         [if applicable, insert - "Comparable Treasury Issue" means with respect
to any Redemption Date the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the Remaining Life that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
[    ] [ ], [    ], the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.]

         [if applicable, insert - "Comparable Treasury Price" means (A) the
average of five Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Debenture Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such Quotations.]

         "Corporate Trust Office" means (i) with respect to the Property Trustee
or the Debenture Trustee, the principal office of the Property Trustee located
in the City of New York, New York, which at the time of the execution of this
Trust Agreement is located at [    ]; Attention: [    ]; and (ii) with respect
to the Delaware Trustee, the principal office of the Delaware Trustee located in
Wilmington, Delaware, which at the time of the execution of this Trust Agreement
is located at [    ]; Attention: [    ].

         "Debenture Event of Default" means an "Event of Default" as defined in
the Indenture.

         "Debenture Redemption Date" means, with respect to any Junior
Subordinated Debentures to be redeemed under the Indenture, the date fixed for
redemption of such Junior Subordinated Debentures under the Indenture.

         "Debenture Trustee" means [    ], a New York banking corporation and
any successor, as trustee under the Indenture.

                                       5



         "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. 3801, et seq., as it may be amended from time to time.

         "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Issuer Trust continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

         "Depositary" means The Depository Trust Company or any successor
thereto.

         "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

         "Direct Action" has the meaning specified in Section 5.13(c).

         "Distribution Date" has the meaning specified in Section 4.1(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1.

         "Early Dissolution Event" has the meaning specified in Section 9.2.

         "Event of Default" 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 occurrence of a Debenture Event of Default;

         (b)      default by the Issuer Trust in the payment of any Distribution
when it becomes due and payable, and continuation of such default for a period
of 30 days;

         (c)      default by the Issuer Trust in the payment of any Redemption
Price of any Trust Security when it becomes due and payable;

         (d)      default in the performance, or breach, in any material
respect, of any covenant or warranty of the Issuer Trustees in this Trust
Agreement (other than a covenant or warranty a default in the performance of
which or the breach of which is dealt with in clause (b) or (c) above) and
continuation of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Issuer Trustees and the
Depositor by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding Capital Securities, 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

         (e)      the occurrence of any Bankruptcy Event with respect to the
Property Trustee of all or substantially all of its property if a successor
Property Trustee has not been appointed within a period of 90 days thereof.

                                       6



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

         "Expiration Date" has the meaning specified in Section 9.1.

         [if applicable, insert - "Firm Securities" means an aggregate
Liquidation Amount of $[    ] of the Issuer Trust's Capital Securities.]

         "Global Capital Securities Certificate" means a Capital Securities
Certificate evidencing ownership of Global Capital Securities.

         "Global Capital Security" means a Capital Security, the ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.4.

         "Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and [    ], as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Capital Securities, as amended from time to time.

         "Holder" means a Person in whose name a Trust Security or Trust
Securities is registered in the Securities Register; any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Statutory
Trust Act.

         "Indemnified Person" has the meaning specified in Section 8.6(c).

         "Indenture" means the Junior Subordinated Indenture, dated as of [    ]
[ ], [    ], between the Depositor and the Debenture Trustee (as amended or
supplemented from time to time) relating to the issuance of the Junior
Subordinated Debentures.

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

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

         "Issuer Trust" means M&T Capital Trust [IV] [V] [VI], a Delaware
statutory trust.

         "Issuer Trustees" means, collectively, the Property Trustee and the
Delaware Trustee.

                                       7



         "Junior Subordinated Debentures" means the aggregate principal amount
of the Depositor's junior subordinated deferrable interest debentures, due [   ]
[ ], [    ], [if applicable, insert - which date may be shortened by the
Depositor, in the manner set forth in the Indenture, to any date not earlier
than [    ] [ ], [    ], issued pursuant to the Indenture].

         "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to that portion
of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with the Indenture, allocated to the
Common Securities and to the Capital Securities based upon the relative
Liquidation Amounts of such classes and (b) with respect to a distribution of
Junior Subordinated Debentures to Holders of Trust Securities in connection with
a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Junior Subordinated Debentures are
distributed.

         "Liquidation Amount" means the stated amount of $[    ] per Trust
Security.

         "Liquidation Date" means the date on which Junior Subordinated
Debentures or the Liquidation Distributions are to be distributed to Holders of
Trust Securities in connection with a dissolution and liquidation of the Issuer
Trust pursuant to Section 9.4.

         "Liquidation Distribution" has the meaning specified in Section 9.4(d).

         "Majority in Liquidation Amount of the Capital Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Capital Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Capital Securities or Common Securities, as the case may be.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, Chief Executive Officer, President or a Vice President and by the
Chief Financial Officer, Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary, of the Depositor, and
delivered to the Issuer Trustees. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:

         (a)      a statement by each officer signing the Officers' Certificate
that such officer has read the covenant or condition and the definitions
relating thereto;

         (b)      a brief statement of the nature and scope of the examination
or investigation undertaken by such officer in rendering the Officers'
Certificate;

                                       8



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

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

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

         [if applicable, insert - "Option Closing Date" shall have the meaning
provided in the Underwriting Agreement.]

         [if applicable, insert - "Option Securities" means an aggregate
Liquidation Amount of $[    ] of the Issuer Trust's Capital Securities, issuable
to the Underwriters, at their option, exercisable within 30 days after the date
of the Prospectus, solely to cover over-allotments, if any.]

         [if applicable, insert - "Option Capital Securities Certificate" means
the certificate evidencing ownership of Capital Securities issued if the
Underwriters exercise their option described in Section 2.4, which certificate
shall be substantially in the form attached hereto as Exhibit D.]

         "Original Trust Agreement" has the meaning specified in the preamble to
this Trust Agreement.

         "Outstanding," with respect to Trust Securities, means, as of the date
of determination, all Trust Securities theretofore executed and delivered under
this Trust Agreement, except:

         (a)      Trust Securities theretofore canceled by the Property Trustee
or delivered to the Property Trustee for cancellation;

         (b)      Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Capital Securities, provided that if such
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Trust Agreement; and

         (c)      Trust Securities which have been paid or in exchange for or in
lieu of which other Trust Securities have been executed and delivered pursuant
to Sections 5.4, 5.5 and 5.6; provided, however, that in determining whether the
Holders of the requisite Liquidation Amount of the Outstanding Capital
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Capital Securities owned by the Depositor, any
Issuer Trustee, any Administrator or any Affiliate of the Depositor shall be
disregarded and deemed not to be Outstanding, except that (i) in determining
whether any Issuer Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Capital
Securities that such Issuer Trustee or such Administrator, as the case may be,
knows to

                                       9



be so owned shall be so disregarded and (ii) the foregoing shall not apply at
any time when all of the outstanding Capital Securities are owned by the
Depositor, one or more of the Issuer Trustees, one or more of the Administrators
and/or any such Affiliate. Capital Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrators the pledgee's right so to act with respect to
such Capital Securities and that the pledgee is not the Depositor or any
Affiliate of the Depositor.

         "Owner" means each Person who is the beneficial owner of Global Capital
Securities as reflected in the records of the Clearing Agency or, if a Clearing
Agency Participant is not the Owner, then as reflected in the records of a
Person maintaining an account with such Clearing Agency, directly or indirectly,
in accordance with the rules of such Clearing Agency.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Property Trustee.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee in its trust department for the
benefit of the Holders in which all amounts paid in respect of the Junior
Subordinated Debentures will be held and from which the Property Trustee,
through the Paying Agent, shall make payments to the Holders in accordance with
Sections 4.1 and 4.2.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, unincorporated organization or government or
any agency or political subdivision thereof, or any other entity of whatever
nature.

         "Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Issuer Trust continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.

         "Prospectus" means the final prospectus covering the Capital
Securities, the Junior Subordinated Debentures and the guarantee of the
Depositor set forth in the Guarantee Agreement.

         [if applicable, insert - "Quotation Agent" means [    ] and its
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Depositor shall substitute therefor another Primary Treasury
Dealer.]

         "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Junior Subordinated Debentures shall be a Redemption Date for a Like
Amount of Trust Securities, including but not limited to any date of redemption
pursuant to the occurrence of any Special Event.

                                       10



         "Redemption Price" means [if applicable, insert - with respect to a
redemption of any Trust Security, the Liquidation Amount of such Trust Security,
together with accumulated but unpaid Distributions to but excluding the date
fixed for redemption, plus the related amount of the premium, if any, paid by
the Depositor upon the concurrent redemption of a Like Amount of Junior
Subordinated Debentures.]

                  [if applicable, insert - (a) in the case of a redemption,
other than as provided in paragraph (b) below, the following prices expressed in
percentages of the Liquidation Amount, together with accrued interest to but
excluding the date fixed for redemption, if redeemed during the 12-month period
beginning [    ] [ ], [    ]:

             Year                                               Redemption Price

and 100% on or after [         ] [  ], [    ].

                  (b) in the case of a redemption prior to [    ] [ ], [    ]
following a Tax Event, Investment Company Event or Capital Treatment Event, an
amount equal to for each Capital Security the Make-Whole Amount for a
corresponding $[    ] principal amount of Junior Subordinated Debentures
together with accrued interest to but excluding the date fixed for redemption.
The "Make-Whole Amount" will be equal to the greater of (i) 100% of the
principal amount of such Junior Subordinated Debentures, and (ii) as determined
by a Quotation Agent, the sum of the present values of 100% of the principal
amount and premium payable as part of the Redemption Price with respect to an
optional redemption of such Junior Subordinated Debentures on [    ] [ ], [   ],
together with the present values of scheduled payments of interest (not
including the portion of any such payments of interest accrued as of the
Redemption Date) from the Redemption Date to [    ] [ ], [    ], in each case
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of 30-day months) at the Adjusted Treasury Rate. The Redemption
Price in the case of a redemption on or after [    ] [ ], [    ] following a Tax
Event, Investment Company Event or Capital Treatment Event shall equal the
Redemption Price then applicable to a redemption under paragraph (a) above.]

         [if applicable, insert - "Reference Treasury Dealer" means (i) the
Quotation Agent and (ii) any other Primary Treasury Dealer selected by the
Debenture Trustee after consultation with the Depositor.]

         [if applicable, insert - "Reference Treasury Dealer Quotations" means,
with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Debenture Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Debenture Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.]

         "Relevant Trustee" has the meaning specified in Section 8.10.

                                       11



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

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

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

         "Senior Indebtedness" has the meaning specified in the Indenture.

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

         "Successor Capital Securities Certificate" of any particular Capital
Securities Certificate means every Capital Securities Certificate issued after,
and evidencing all or a portion of the same beneficial interest in the Issuer
Trust as that evidenced by, such particular Capital Securities Certificate; and,
for the purposes of this definition, any Capital Securities Certificate executed
and delivered under Section 5.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Capital Securities Certificate shall be deemed to
evidence the same beneficial interest in the Issuer Trust as the mutilated,
destroyed, lost or stolen Capital Securities Certificate.

         "Successor Capital Security" has the meaning specified in Section 9.5.

         "Tax Event" means the receipt by the Issuer 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 or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement, action or decision is announced on or after
the date of issuance of the Capital Securities, there is more than an
insubstantial risk that (a) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to United States federal income
tax with respect to income received or accrued on the Junior Subordinated
Debentures, (b) interest payable by the Depositor on the Junior Subordinated
Debentures is not, or within 90 days of the delivery of such Opinion of Counsel
will not be, deductible by the Depositor, in whole or in part, for United States
federal income tax purposes, or (c) the Issuer Trust is, or will be within 90
days of the delivery of such Opinion of Counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

                                       12



         "Time of Delivery" means 9:00 a.m. Eastern Standard Time, [if
applicable, insert - either (a) with respect to the Firm Securities and the
Common Securities relating thereto], on the fourth Business Day (unless
postponed in accordance with the provisions of Section [ ] of the Underwriting
Agreement) following the date of execution of the Underwriting Agreement, or
such other time not later than ten Business Days after such date as shall be
agreed upon by the Underwriters, the Issuer Trust and the Depositor, [if
applicable, insert - or (b) with respect to the Option Securities and the Common
Securities relating thereto, on the Option Closing Date].

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the week immediately prior to the calculation date, appearing in
the most recently published statistical release designated "H.15 (519)" or any
successor publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
Remaining Life shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Day preceding the Redemption
Date.

         "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (a) all Exhibits hereto, and (b) for all
purposes of this Amended and Restated Trust Agreement and any such modification,
amendment or supplement, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Amended and Restated Trust Agreement and
any modification, amendment or supplement, respectively.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, or any successor statute, in each
case as amended from time to time.

         "Trust Property" means (a) the Junior Subordinated Debentures, (b) any
cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and
rights in respect of the foregoing and any other property and assets for the
time being held or deemed to be held by the Property Trustee pursuant to the
trusts of this Trust Agreement.

         "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Capital Securities Certificates.

         "Trust Security" means any one of the Common Securities or the Capital
Securities.

         "Underwriters" has the meaning specified in the Underwriting Agreement.

                                       13



         "Underwriting Agreement" means the Underwriting Agreement, dated as of
[    ] [ ], [    ], among the Issuer Trust, the Depositor and the Underwriters,
as the same may be amended from time to time.

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

Section 2.1.      Name.

         The Issuer Trust continued hereby shall be known as "M&T Capital Trust
[IV] [V] [VI]," as such name may be modified from time to time by the
Administrators following written notice to the Holders of Trust Securities and
the Issuer Trustees, in which name the Administrators and the Issuer Trustees
may engage in the transactions contemplated hereby, make and execute contracts
and other instruments on behalf of the Issuer Trust and sue and be sued.

Section 2.2.      Office of the Delaware Trustee; Principal Place of Business.

         The address of the Delaware Trustee in the State of Delaware is [    ]
Attention: [    ], or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Holders and the
Depositor. The principal executive office of the Issuer Trust is in care of M&T
Bank Corporation, One M&T Plaza, Buffalo, New York 14203, Attention: Office of
the Secretary.

Section 2.3.      Initial Contribution of Trust Property; Organizational
                  Expenses.

         The Property Trustee acknowledges receipt in trust from the Depositor
in connection with this Trust Agreement of the sum of $10, which constitutes the
initial Trust Property. The Depositor shall pay all organizational expenses of
the Issuer Trust as they arise or shall, upon request of any Issuer Trustee,
promptly reimburse such Issuer Trustee for any such reasonable expenses paid by
such Issuer Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

Section 2.4.      Issuance of the Capital Securities.

         On [    ] [ ], [    ], the Depositor, both on its own behalf and on
behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, an Administrator, on behalf of the Issuer
Trust, shall execute in accordance with Section 5.3 and the Property Trustee
shall authenticate in accordance with Section 5.3 and deliver to the
Underwriters, Capital Securities Certificates, registered in the names requested
by the Underwriters, in an aggregate amount of [    ] Capital Securities having
an aggregate Liquidation Amount of $[    ], against receipt by the Property
Trustee of the aggregate purchase price of such Capital Securities of $[    ].

                                       14



         [if applicable, insert - At the option of the Underwriters, within 30
days of the date of the Prospectus, and solely for the purpose of covering an
over-allotment, if any, an Administrator, on behalf of the Issuer Trust, shall
execute in accordance with Section 5.3 and the Property Trustee shall
authenticate in accordance with Section 5.3 and deliver to the Underwriters,
Option Capital Securities Certificates, registered in the names requested by the
Underwriters, representing up to [    ] Option Securities having an aggregate
Liquidation Amount of up to $[    ] against receipt by the Property Trustee of
the aggregate purchase price of such Option Securities of up to $[    ].]

Section 2.5.      Issuance of the Common Securities; Subscription and Purchase
                  of Junior Subordinated Debentures.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrator, on behalf of the Issuer Trust, shall execute in
accordance with Section 5.3 and the Property Trustee shall authenticate in
accordance with Section 5.3 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
[    ] Common Securities having an aggregate Liquidation Amount of $[    ]
against receipt by the Property Trustee of the aggregate purchase price of such
Common Securities of $[    ]. In the event of any exercise of an over-allottment
option requiring issuance of Option Capital Securities Certificates, as
described in Section 2.4 above, a proportionate number of additional Common
Securities Certificates, with corresponding aggregate Liquidation Amount, shall
be delivered to the Depositor. Contemporaneously with the executions and
deliveries of Common Securities Certificates and any Capital Securities
Certificates, the Issuer Trust shall subscribe for and purchase from the
Depositor, corresponding amounts of Junior Subordinated Debentures, registered
in the name of the Issuer Trust and having an aggregate principal amount equal
to $[    ], [if applicable, insert - plus, in the event of any exercise of the
over-allotment option (a) a corresponding additional number of Junior
Subordinated Debentures not exceeding an aggregate principal amount of $[    ]
and (b) a corresponding number of Junior Subordinated Debentures not exceeding
an aggregate principal amount equal to the aggregate Liquidation Amount of
Common Securities issued pursuant to such exercise of an over-allotment option];
and, in satisfaction of the purchase price for such Junior Subordinated
Debentures, the Property Trustee, on behalf of the Issuer Trust, shall deliver
to the Depositor the sum of $[    ], [if applicable, insert - plus any
corresponding over-allotment option amount (being the sum of the amounts
delivered to the Property Trustee pursuant to (a) the second sentence of Section
2.4 and (b) the first and second sentences of this Section 2.5) and receive on
behalf of the Issuer Trust the Junior Subordinated Debentures.]

Section 2.6.      Declaration of Trust.

         The exclusive purposes and functions of the Issuer Trust are to (a)
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Junior Subordinated Debentures, and (b) engage in only those other
activities necessary, convenient or incidental thereto. The Depositor hereby
appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the
rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Issuer Trust and the

                                       15



Holders. The Depositor hereby appoints the Administrators (as agents of the
Issuer Trust), with such Administrators having all rights, powers and duties set
forth herein with respect to accomplishing the purposes of the Issuer Trust, and
the Administrators hereby accept such appointment, provided, however, that it is
the intent of the parties hereto that such Administrators shall not be trustees
or, to the fullest extent permitted by law, fiduciaries with respect to the
Issuer Trust and this Trust Agreement shall be construed in a manner consistent
with such intent. Pursuant to Section 3806(b)(7) of the Delaware Statutory Trust
Act, each Administrator shall be an agent of the Issuer Trust and, to the extent
of their powers set forth in this Agreement or otherwise vested in them by the
Holders not inconsistent with this Agreement, shall be an agent of the Issuer
Trust for the purpose of the Issuer Trust's business and the actions of the
Administrators taken in accordance with such powers shall bind the Issuer Trust.
The Administrators of the Issuer Trust shall be supervised by the Depositor. The
Issuer Trustees shall not be responsible for supervising the Administrators. The
Property Trustee shall have the right and power to perform those duties assigned
to the Administrators. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrators set forth
herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Delaware Statutory Trust Act and for taking such actions as are required
to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Section 2.7.      Authorization to Enter into Certain Transactions.

         (a)      The Issuer Trustees and the Administrators shall conduct the
affairs of the Issuer Trust in accordance with the terms of this Trust
Agreement. Subject to the limitations set forth in paragraph (b) of this Section
and in accordance with the following provisions (i) and (ii), the Issuer
Trustees and the Administrators shall act as follows:

                  (i)      Each Administrator shall have the power and authority
         to act on behalf of the Issuer Trust with respect to the following:

                           (A)      the compliance with the Underwriting
                  Agreement regarding the issuance and sale of the Trust
                  Securities and the execution and delivery of Trust Securities
                  Certificates representing such Trust Securities;

                           (B)      the compliance with the Securities Act,
                  applicable state securities or blue sky laws, the Trust
                  Indenture Act and the Sarbanes-Oxley Act of 2002 (and any
                  regulations relating thereto), including, without limitation,
                  the execution of any documents, reports or certifications
                  required thereunder from time to time;

                           (C)      the listing of the Capital Securities upon
                  such securities exchange or exchanges or upon the Nasdaq
                  National Market as shall be determined by the Depositor, with
                  the registration of the Capital Securities under the Exchange
                  Act, if required, and the preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing;

                                       16



                           (D)      the application for a taxpayer
                  identification number for the Issuer Trust;

                           (E)      the preparation of a registration statement
                  and a prospectus in relation to the Capital Securities,
                  including any amendments thereto and the taking of any action
                  necessary or desirable to sell the Capital Securities in a
                  transaction or series of transactions subject to the
                  registration requirements of the Securities Act; and

                           (F)      any action incidental to the foregoing as
                  necessary or advisable to give effect to the terms of this
                  Trust Agreement.

                  (ii)     The Property Trustee shall have the power and
         authority to act on behalf of the Issuer Trust with respect to the
         following matters:

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Junior Subordinated
                  Debentures;

                           (C)      the receipt and collection of interest,
                  principal and any other payments made in respect of the Junior
                  Subordinated Debentures in the Payment Account;

                           (D)      the distribution of amounts owed to the
                  Holders in respect of the Trust Securities;

                           (E)      the exercise of all of the rights, powers
                  and privileges of a holder of the Junior Subordinated
                  Debentures;

                           (F)      the sending of notices of default and other
                  information regarding the Trust Securities and the Junior
                  Subordinated Debentures to the Holders in accordance with this
                  Trust Agreement;

                           (G)      the distribution of the Trust Property in
                  accordance with the terms of this Trust Agreement;

                           (H)      to the extent provided in this Trust
                  Agreement, the winding up of the affairs of and liquidation of
                  the Issuer Trust and the preparation, execution and filing of
                  the certificate of cancellation with the Secretary of State of
                  the State of Delaware; and

                           (I)      after an Event of Default (other than under
                  paragraph (b), (c) or (d) of the definition of such term if
                  such Event of Default is by or with respect to the Property
                  Trustee), comply with the provisions of this Trust Agreement
                  and take any action to give effect to the terms of this Trust
                  Agreement and protect and conserve the Trust Property for the
                  benefit of the Holders (without consideration of the effect

                                       17



                  of any such action on any particular Holder); provided,
                  however, that nothing in this Section 2.7(a)(ii) shall require
                  the Property Trustee to take any action that is not otherwise
                  required in this Trust Agreement.

         (b)      So long as this Trust Agreement remains in effect, the Issuer
Trust (or the Issuer Trustees or Administrators acting on behalf of the Issuer
Trust) shall not undertake any business, activities or transaction except as
expressly provided herein or contemplated hereby. In particular, neither the
Issuer Trustees nor the Administrators (in each case acting on behalf of the
Issuer Trust) shall (i) acquire any investments or engage in any activities not
authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected to cause the Issuer
Trust to become taxable as a corporation or classified as other than a grantor
trust for United States federal income tax purposes, (iv) incur any indebtedness
for borrowed money or issue any other debt, or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Property Trustee shall defend all claims and demands of all Persons at any time
claiming any Lien on any of the Trust Property adverse to the interest of the
Issuer Trust or the Holders in their capacity as Holders.

         (c)      In connection with the issue and sale of the Capital
Securities, the Depositor shall have the power and authority to assist the
Issuer Trust with respect to, or effect on behalf of the Issuer Trust, the
following (and any actions taken by the Depositor in furtherance of the
following prior to the date of this Trust Agreement are hereby ratified and
confirmed in all respects):

                  (i)      the preparation by the Issuer Trust of, and the
         execution and delivery of, a registration statement, and a prospectus
         in relation to the Capital Securities, including any amendments thereto
         and the taking of any action necessary or desirable to sell the Capital
         Securities in a transaction or a series of transactions subject to the
         registration requirements of the Securities Act;

                  (ii)     the determination of the States in which to take
         appropriate action to qualify or register for sale all or part of the
         Capital Securities and the determination of any and all such acts,
         other than actions that must be taken by or on behalf of the Issuer
         Trust, and the advice to the Issuer Trustees of actions they must take
         on behalf of the Issuer Trust, and the preparation for execution and
         filing of any documents to be executed and filed by the Issuer Trust or
         on behalf of the Issuer Trust, as the Depositor deems necessary or
         advisable in order to comply with the applicable laws of any such
         States in connection with the sale of the Capital Securities;

                  (iii)    the negotiation of the terms of, and the execution
         and delivery of, the Underwriting Agreement providing for the sale of
         the Capital Securities;

                  (iv)     the taking of any other actions necessary or
         desirable to carry out any of the foregoing activities; and

                                       18



                  (v)      compliance with the listing requirements of the
         Capital Securities upon such securities exchange or exchanges, or upon
         the Nasdaq National Market, as shall be determined by the Depositor,
         the registration of the Capital Securities under the Exchange Act, if
         required, and the preparation and filing of all periodic and other
         reports and other documents pursuant to the foregoing.

         (d)      Notwithstanding anything herein to the contrary, the
Administrators and the Property Trustee are authorized and directed to conduct
the affairs of the Issuer Trust and to operate the Issuer Trust so that the
Issuer Trust will not be deemed to be an "investment company" required to be
registered under the Investment Company Act, and will not be taxable as a
corporation or classified as other than a grantor trust for the United States
federal income tax purposes and so that the Junior Subordinated Debentures will
be treated as indebtedness of the Depositor for United States federal income tax
purposes. In this connection, the Property Trustee, the Administrators and the
Holders of Common Securities are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that the
Property Trustee, the Administrators and Holders of Common Securities determine
in their discretion to be necessary or desirable for such purposes, as long as
such action does not adversely affect in any material respect the interests of
the Holders of the Outstanding Capital Securities. In no event shall the
Administrators or the Issuer Trustees be liable to the Issuer Trust or the
Holders for any failure to comply with this section that results from a change
in law or regulations or in the interpretation thereof.

Section 2.8.      Assets of Trust.

         The assets of the Issuer Trust shall consist solely of the Trust
Property.

Section 2.9.      Title to Trust Property.

         Legal title to all Trust Property shall be vested at all times in the
Issuer Trust and shall be held and administered by the Property Trustee (in its
capacity as such) for the benefit of the Issuer Trust and the Holders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

Section 3.1.      Payment Account.

         (a)      On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and its agents shall have
exclusive control and sole right of withdrawal with respect to the Payment
Account for the purpose of making deposits in and withdrawals from the Payment
Account in accordance with this Trust Agreement. All monies and other property
deposited or held from time to time in the Payment Account shall be held by the
Property Trustee in the Payment Account for the exclusive benefit of the Holders
and for distribution as herein provided, including (and subject to) any priority
of payments provided for herein.

                                       19



         (b)      The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments or proceeds with respect to, the Junior Subordinated Debentures.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

Section 4.1.      Distributions.

         (a)      The Trust Securities represent undivided beneficial interests
in the Trust Property, and Distributions (including Distributions of Additional
Amounts) will be made on the Trust Securities at the rate and on the dates that
payments of interest (including payments of Additional Interest, as defined in
the Indenture) are made on the Junior Subordinated Debentures. Accordingly:

                  (i)      Distributions on the Trust Securities shall be
         cumulative and will accumulate whether or not there are funds of the
         Issuer Trust available for the payment of Distributions. Distributions
         shall accumulate from [    ] [ ], [    ], and, except in the event (and
         to the extent) that the Depositor exercises its right to defer the
         payment of interest on the Junior Subordinated Debentures pursuant to
         the Indenture, shall be payable [monthly] [quarterly] [semi-annually]
         in arrears on [    ] [ ] [    ] and [ ] of each year, commencing on
         [    ] [ ], [    ]. If any date on which a Distribution is otherwise
         payable on the Trust Securities is not a Business Day, then the payment
         of such Distribution shall be made on the next succeeding day that is a
         Business Day (without any interest or other payment in respect of any
         such delay), except that, if such Business Day is in the next
         succeeding calendar year, payment of such Distribution shall be made on
         the immediately preceding Business Day, in either case with the same
         force and effect as if made on the date on which such payment was
         originally payable (each date on which distributions are payable in
         accordance with this Section 4.1(a), a "Distribution Date").

                  (ii)     The Trust Securities shall be entitled to
         Distributions payable at a rate of [    ]% per annum of the Liquidation
         Amount of the Trust Securities. The amount of Distributions payable for
         any period less than a full Distribution period shall be computed on
         the basis of a 360-day year of twelve 30-day months and the actual
         number of days elapsed in a partial month in a period. Distributions
         payable for each full Distribution period will be computed by dividing
         the rate per annum by [twelve] [four] [two]. The amount of
         Distributions payable for any period shall include any Additional
         Amounts in respect of such period.

                  (iii)    So long as no Debenture Event of Default has occurred
         and is continuing, the Depositor has the right under the Indenture to
         defer the payment of interest on the Junior Subordinated Debentures at
         any time and from time to time for a period not exceeding [ ]
         consecutive [monthly] [quarterly] [semi-annual] periods (an "Extension

                                       20



         Period"), provided that no Extension Period may extend beyond [    ]
         [ ], [    ]. As a consequence of any such deferral, quarterly
         Distributions on the Trust Securities by the Issuer Trust will also be
         deferred (and the amount of Distributions to which Holders of the Trust
         Securities are entitled will accumulate additional Distributions
         thereon at the rate per annum of [ ]% per annum, compounded [monthly]
         [quarterly] [semi-annually]) from the relevant payment date for such
         Distributions, computed on the basis of a 360-day year of twelve 30-day
         months and the actual days elapsed in a partial month in such period.
         Additional Distributions payable for each full Distribution period will
         be computed by dividing the rate per annum by [twelve] [four] [two].
         The term "Distributions" as used in Section 4.1 shall include any such
         additional Distributions provided pursuant to this Section 4.1(a)(iii).

                  (iv)     Distributions on the Trust Securities shall be made
         by the Property Trustee from the Payment Account and shall be payable
         on each Distribution Date only to the extent that the Issuer Trust has
         funds then on hand and available in the Payment Account for the payment
         of such Distributions.

         (b)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date, which shall be at the close of business on the [ ] day of
[    ] [    ] [    ] or [     ] (whether or not a Business Day).

Section 4.2.      Redemption.

         (a)      On each Debenture Redemption Date and on the stated maturity
of the Junior Subordinated Debentures, the Issuer Trust will be required to
redeem a Like Amount of Trust Securities at the Redemption Price.

         (b)      Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price, or if the Redemption Price
         cannot be calculated prior to the time the notice is required to be
         sent, the estimate of the Redemption Price provided pursuant to the
         Indenture together with a statement that it is an estimate and that the
         actual Redemption Price will be calculated on the third Business Day
         prior to the Redemption Date (and if an estimate is provided, a further
         notice shall be sent of the actual Redemption Price on the date, or as
         soon as practicable thereafter, that notice of such actual Redemption
         Price is received pursuant to the Indenture);

                  (iii)    the CUSIP number or CUSIP numbers of the Capital
         Securities affected;

                                       21



                  (iv)     if less than all the Outstanding Trust Securities are
         to be redeemed, the identification and the total Liquidation Amount of
         the particular Trust Securities to be redeemed;

                  (v)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon will cease to accumulate on and after said
         date, except as provided in Section 4.2(d) below; and

                  (vi)     the place or places where Trust Securities are to be
         surrendered for the payment of the Redemption Price.

         The Issuer Trust in issuing the Trust Securities shall use "CUSIP"
numbers, and the Property Trustee shall indicate the "CUSIP" numbers of the
Trust Securities in notices of redemption and related materials as a convenience
to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Trust
Securities or as contained in any notice of redemption and related material.

         (c)      The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Issuer Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Capital Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Capital Securities held in global form, irrevocably deposit with the
Clearing Agency for such Capital Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Capital Securities. With respect to Capital
Securities that are not held in global form, the Property Trustee, subject to
Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to the Owners of the Capital Securities upon surrender of their
Capital Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register for the Trust Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then, upon the date of such
deposit, all rights of Holders holding Trust Securities so called for redemption
will cease, except the right of such Holders to receive the Redemption Price and
any Distributions payable in respect of the Trust Securities on or prior to the
Redemption Date, but without interest, and such Trust Securities will cease to
be Outstanding. In the event that any date on which any applicable Redemption
Price is payable is not a Business Day, then payment of the applicable
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect

                                       22



of any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Issuer Trust or by the Depositor pursuant to the Guarantee Agreement,
Distributions on such Trust Securities will continue to accumulate, as set forth
in Section 4.1, from the Redemption Date originally established by the Issuer
Trust for such Trust Securities to the date such applicable Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the applicable Redemption Price.

         (e)      Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the particular
Capital Securities to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Property Trustee from the Outstanding Capital
Securities not previously called for redemption in such a manner as the Property
Trustee shall deem fair and appropriate.

Section 4.3.      Subordination of Common Securities.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, the Redemption Price of, and the Liquidation Distribution in
respect of, the Trust Securities, as applicable, shall be made, subject to
Section 4.2(e), pro rata among the Common Securities and the Capital Securities
based on the Liquidation Amount of such Trust Securities; provided, however,
that if on any Distribution Date, Redemption Date or Liquidation Date any Event
of Default resulting from a Debenture Event of Default in Section 5.1(a) or
5.1(b) of the Indenture shall have occurred and be continuing, no payment of any
Distribution (including any Additional Amounts) on, Redemption Price of, or
Liquidation Distribution in respect of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including any Additional Amounts) on all Outstanding
Capital Securities for all Distribution periods terminating on or prior thereto,
or, in the case of payment of the Redemption Price, the full amount of such
Redemption Price on all Outstanding Capital Securities then called for
redemption, or in the case of payment of the Liquidation Distribution the full
amount of such Liquidation Distribution on all Outstanding Capital Securities,
shall have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Amounts) on, or the Redemption Price of,
or Liquidation Distribution in respect of, Capital Securities then due and
payable. The existence of an Event of Default does not entitle the Holders of
Capital Securities to accelerate the maturity thereof.

         (b)      In the case of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of the Common
Securities shall be deemed to have waived any right to act with respect to any
such Event of Default under this Trust Agreement until the effects of all such
Events of Default with respect to the Capital Securities have been cured, waived
or otherwise eliminated. Until all such Events of Default under this Trust
Agreement with respect to the Capital Securities have been so cured, waived or
otherwise

                                       23



eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Capital Securities and not on behalf of the Holder of the Common Securities,
and only the Holders of the Capital Securities will have the right to direct the
Property Trustee to act on their behalf.

Section 4.4.      Payment Procedures.

         Payments of Distributions (including any Additional Amounts) in respect
of the Capital Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Capital Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency in immediately available funds, which will
credit the relevant accounts on the applicable Distribution Dates. Payments of
Distributions to Holders of $1,000,000 or more in aggregate Liquidation Amount
of Capital Securities may be made by wire transfer of immediately available
funds upon written request of such Holder of Capital Securities to the
Securities Registrar not later than 15 calendar days prior to the date on which
the Distribution is payable. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holder of the Common Securities.

Section 4.5.      Tax Returns and Reports.

         (a)      The Administrators shall prepare and file (or cause to be
prepared and filed), at the Depositor's expense, all United States federal,
state and local tax and information returns and reports required to be filed by
or in respect of the Issuer Trust. In this regard, the Administrators shall (i)
prepare and file (or cause to be prepared and filed) all Internal Revenue
Service forms required to be filed in respect of the Issuer Trust in each
taxable year of the Issuer Trust and (ii) prepare and furnish (or cause to be
prepared and furnished) to each Holder all Internal Revenue Service forms
required to be provided by the Issuer Trust. The Administrators shall provide
the Depositor and the Property Trustee with a copy of all such returns and
reports promptly after such filing or furnishing. The Issuer Trustees and the
Administrators shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Holders under the Trust Securities.

         (b)      On or before December 15 of each year during which any Capital
Securities are Outstanding, the Administrators shall furnish to the Property
Trustee (or, if the Property Trustee is no longer acting as the Paying Agent,
the Paying Agent) such information as may be reasonably requested by the
Property Trustee (or, as appropriate, the Paying Agent) in order that the
Property Trustee (or, as appropriate, the Paying Agent) may prepare the
information which it is required to report for such year on Internal Revenue
Service Forms 1096 and 1099 pursuant to Section 6049 of the Code. Such
information shall include the amount of original issue discount includible in
income for each outstanding Capital Security during such year.

Section 4.6.      Payment of Taxes; Duties, Etc. of the Issuer Trust.

         Upon receipt under the Junior Subordinated Debentures of Additional
Sums, the Property Trustee shall promptly pay any taxes, duties or governmental
charges of whatsoever nature

                                       24



(other than withholding taxes) imposed on the Issuer Trust by the United States
or any other taxing authority.

Section 4.7.      Payments under Indenture or Pursuant to Direct Actions.

         Any amount payable hereunder to any Holder of Capital Securities shall
be reduced by the amount of any corresponding payment such Holder (or any Owner
related thereto) has directly received pursuant to Section 5.8 of the Indenture
or Section 5.13 of this Trust Agreement.

Section 4.8.      Liability of the Holder of Common Securities.

         The Holder of Common Securities shall be liable for the debts and
obligations of the Issuer Trust as set forth in Section 6.7(c) of the Indenture
regarding allocation of expenses.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

Section 5.1.      Initial Ownership.

         Upon the creation of the Issuer Trust and the contribution by the
Depositor pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are Outstanding,
the Depositor shall be the sole beneficial owner of the Issuer Trust.

Section 5.2.      The Trust Securities Certificates.

         (a)      The Trust Securities Certificates shall be executed on behalf
of the Issuer Trust by manual or facsimile signature of at least one
Administrator. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Issuer Trust, shall be validly
issued and entitled to the benefits of this Trust Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the delivery of such Trust Securities Certificates or did not hold such
offices at the date of delivery of such Trust Securities Certificates. A
transferee of a Trust Securities Certificate shall become a Holder, and shall be
entitled to the rights and subject to the obligations of a Holder hereunder,
upon due registration of such Trust Securities Certificate in such transferee's
name pursuant to Section 5.5.

         (b)      Upon their original issuance, Capital Securities Certificates
shall be issued in the form of one or more fully registered Global Capital
Securities Certificates which will be deposited with or on behalf of Cede as the
Depositary's nominee and registered in the name of Cede as the Depositary's
nominee. Unless and until it is exchangeable in whole or in part for the Capital
Securities in definitive form, a global security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor.

                                       25



         (c)      A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

Section 5.3.      Execution and Delivery of Trust Securities Certificates.

         At the Time of Delivery, an Administrator shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and
2.5, to be executed on behalf of the Issuer Trust and delivered to the Property
Trustee and upon such delivery the Property Trustee shall authenticate such
Trust Securities Certificates and deliver such Trust Securities Certificates
upon the written order of the Trust, executed by an Administrator thereof,
without further corporate action by the Trust, in authorized denominations.

Section 5.4.      Global Capital Security.

         (a)      Any Global Capital Security issued under this Trust Agreement
shall be registered in the name of the nominee of the Clearing Agency and
delivered to such custodian therefor, and such Global Capital Security shall
constitute a single Capital Security for all purposes of this Trust Agreement.

         (b)      Notwithstanding any other provision in this Trust Agreement, a
Global Capital Security may not be exchanged in whole or in part for Capital
Securities registered, and no transfer of the Global Capital Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency for such Global Capital Security, Cede or other nominee thereof unless
(i) such Clearing Agency advises the Depositor and the Issuer Trustees in
writing that such Clearing Agency is no longer willing or able to properly
discharge its responsibilities as Clearing Agency with respect to such Global
Capital Security, and the Depositor is unable to locate a qualified successor
within 90 days of receipt of such notice from the Depositary, (ii) the Depositor
at its option advises the Depositary in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (iii) there shall have
occurred and be continuing an Event of Default.

         (c)      If a Capital Security is to be exchanged in whole or in part
for a beneficial interest in a Global Capital Security, then either (i) such
Global Capital Security shall be so surrendered for exchange as provided in this
Article V or (ii) the Liquidation Amount thereof shall be reduced or increased
by an amount equal to the portion thereof to be so exchanged, or equal to the
Liquidation Amount of such other Capital Security to be so exchanged for a
beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Security Registrar, whereupon the Property
Trustee, in accordance with the Applicable Procedures, shall instruct the
Clearing Agency or its authorized representative to make a corresponding
adjustment to its records. Upon any such adjustment of a Global Capital Security
by the Clearing Agency, accompanied by registration instructions, the Property
Trustee shall, subject to Section 5.4(b) and as otherwise provided in this
Article V, authenticate and deliver and an Administrator shall execute any
Capital Securities issuable in exchange for such Global Capital Security (or any
portion thereof) in accordance with the instructions of the Clearing

                                       26



Agency. The Property 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 Capital Security Certificate executed, authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Capital Security or any portion thereof, whether pursuant to this Article
V or Article IV or otherwise, shall be executed, authenticated and delivered in
the form of, and shall be, a Global Capital Security Certificate, unless such
Global Capital Security is registered in the name of a Person other than the
Clearing Agency for such Global Capital Security or a nominee thereof.

         (e)      The Clearing Agency or its nominee, as the registered owner of
a Global Capital Security, shall be considered the Holder of the Capital
Securities represented by such Global Capital Security for all purposes under
this Trust Agreement and the Capital Securities, and Owners of beneficial
interests in such Global Capital Security shall hold such interests pursuant to
the Applicable Procedures and, except as otherwise provided herein, shall not be
entitled to receive physical delivery of any such Capital Securities in
definitive form and shall not be considered the Holders thereof under this Trust
Agreement. Accordingly, any such Owner's beneficial interest in the Global
Capital Security shall be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.

         (f)      The rights of Owners of beneficial interests in a Global
Capital Security shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such Owners and
the Clearing Agency.

Section 5.5.      Registration of Transfer and Exchange Generally; Certain
                  Transfers and Exchanges; Capital Securities Certificates.

         (a)      The Property Trustee shall keep or cause to be kept at its
Corporate Trust Office a register or registers for the purpose of registering
Trust Securities and transfers and exchanges of Capital Securities in which the
registrar and transfer agent with respect to the Capital Securities (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Capital Securities and Common
Securities (subject to Section 5.11 in the case of Common Securities) and
registration of transfers and exchanges of Capital Securities as herein
provided. Such register is herein sometimes referred to as the "Securities
Register." The Property Trustee is hereby appointed "Securities Registrar" for
the purpose of registering Capital Securities and transfers of Capital
Securities as herein provided.

         Upon surrender for registration of transfer of any Capital Security at
the offices or agencies of the Property Trustee designated for that purpose, an
Administrator shall execute and the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Capital Securities Certificates representing Capital Securities of the same
series of any authorized denominations of like tenor and aggregate Liquidation
Amount and bearing such legends as may be required by this Trust Agreement.

                                       27



         At the option of the Holder, Capital Securities may be exchanged for
other Capital Securities of any authorized denominations, of like tenor and
aggregate Liquidation Amount and bearing such legends as may be required by this
Trust Agreement, upon surrender of the Capital Securities to be exchanged at
such office or agency. Whenever any Capital Securities are so surrendered for
exchange, the Administrator shall execute and the Property Trustee shall
authenticate and deliver a Capital Securities Certificate representing the
Capital Securities that the Holder making the exchange is entitled to receive.

         All Capital Securities issued upon any transfer or exchange of Capital
Securities shall be the valid obligations of the Issuer Trust, evidencing the
same interest, and entitled to the same benefits under this Trust Agreement, as
the Capital Securities surrendered upon such transfer or exchange.

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

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

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

         (b)      Certain Transfers and Exchanges. Trust Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Trust Agreement. Any transfer or purported transfer of any
Trust Security not made in accordance with this Trust Agreement shall be null
and void.

                  (i)      Non-Global Capital Security to Non-Global Capital
         Security. A Trust Security that is not a Global Capital Security may be
         transferred, in whole or in part, to a Person who takes delivery in the
         form of another Trust Security that is not a Global Capital Security as
         provided in Section 5.5(a).

                  (ii)     Free Transferability. Subject to this Section 5.5,
         Capital Securities shall be freely transferable.

                                       28



                  (iii)    Exchanges Between Global Capital Security and
         Non-Global Capital Security. A beneficial interest in a Global Capital
         Security may be exchanged for a Capital Security that is not a Global
         Capital Security as provided in Section 5.4(b).

Section 5.6.      Mutilated, Destroyed, Lost or Stolen Trust Securities
                  Certificates.

         If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrators such security or indemnity as may be required
by them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a bona fide purchaser
or a protected purchaser, the Administrators, or any one of them, on behalf of
the Issuer Trust shall execute and make available for delivery, and the Property
Trustee shall authenticate, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Securities Certificate under this Section, the
Administrators or the Securities Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Trust Securities Certificate issued pursuant
to this Section shall constitute conclusive evidence of an undivided beneficial
interest in the assets of the Issuer Trust corresponding to that evidenced by
the lost, stolen or destroyed Trust Securities Certificate, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

Section 5.7.      Persons Deemed Holders.

         The Issuer Trustees, the Administrators, the Securities Registrar or
the Depositor shall treat the Person in whose name any Trust Securities are
registered in the Securities Register as the owner of such Trust Securities for
the purpose of receiving Distributions and for all other purposes whatsoever,
and none of the Issuer Trustees, the Administrators, the Securities Registrar
nor the Depositor shall be bound by any notice to the contrary.

Section 5.8.      Access to List of Holders' Names and Addresses.

         Each Holder and each Owner shall be deemed to have agreed not to hold
the Depositor, the Property Trustee, or the Administrators accountable by reason
of the disclosure of its name and address, regardless of the source from which
such information was derived.

Section 5.9.      Maintenance of Office or Agency.

         The Property Trustee shall designate, with the consent of the
Administrators, which consent shall not be unreasonably withheld, an office or
offices or agency or agencies where Capital Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its [   ],
as its corporate trust office for such purposes. The Property Trustee shall give
prompt written notice to

                                       29



the Depositor, the Administrators and the Holders of any change in the location
of the Securities Register or any such office or agency.

Section 5.10.     Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrators. Any Paying Agent shall have the revocable power
to withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Property Trustee may revoke such power and
remove any Paying Agent in its sole discretion. The Paying Agent shall initially
be the Property Trustee. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrators and
the Property Trustee. In the event that the Property Trustee shall no longer be
the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Property Trustee shall appoint a successor (which shall be a
bank or trust company) that is reasonably acceptable to the Administrators to
act as Paying Agent. Such successor Paying Agent appointed by the Property
Trustee, or any additional Paying Agent appointed by the Administrators, shall
execute and deliver to the Issuer Trustees an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Issuer Trustees
that as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Sections
8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying
Agent, for so long as the Bank shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Trust Agreement to the Paying Agent shall include any co-paying agent chosen by
the Property Trustee unless the context requires otherwise.

Section 5.11.     Ownership of Common Securities by Depositor.

         At each Time of Delivery, the Depositor shall acquire and retain
beneficial and record ownership of the Common Securities except (a) in
connection with a consolidation or merger of the Depositor into another
corporation or any conveyance, transfer or lease by the Depositor of its
properties and assets substantially as an entirety to any Person, pursuant to
Section 8.1 of the Indenture, or (b) a transfer to an Affiliate of the Depositor
in compliance with applicable law (including the Securities Act and applicable
state securities and blue sky laws). To the fullest extent permitted by law, any
other attempted transfer of the Common Securities shall be void. The
Administrators shall cause each Common Securities Certificate issued to the
Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT TO A SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE OF THE
DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT."

                                       30



Section 5.12.     Notices to Clearing Agency.

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Capital Securities are
represented by a Global Capital Securities Certificate, the Administrators and
the Issuer Trustees shall give all such notices and communications specified
herein to be given to the Clearing Agency, and shall have no obligations to the
Owners.

Section 5.13.     Rights of Holders.

         (a)      The legal title to the Trust Property is vested exclusively in
the Issuer Trust and shall be held and administered by the Property Trustee (in
its capacity as such) in accordance with Section 2.9, and the Holders shall not
have any right or title therein other than the undivided beneficial interest in
the assets of the Issuer Trust conferred by their Trust Securities and they
shall have no right to call for any partition or division of property, profits
or rights of the Issuer Trust except as described below. The Trust Securities
shall be personal property giving only the rights specifically set forth therein
and in this Trust Agreement. The Trust Securities shall have no preemptive or
similar rights and when issued and delivered to Holders against payment of the
purchase price therefor will be fully paid and nonassessable by the Issuer
Trust. Subject to Section 4.8 hereof, the Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

         (b)      For so long as any Capital Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails, or the holders
of not less than 25% in principal amount of the outstanding Junior Subordinated
Debentures fail, to declare the principal of all of the Junior Subordinated
Debentures to be immediately due and payable, the Holders of at least 25% in
Liquidation Amount of the Capital Securities then Outstanding shall have such
right to make such declaration by a notice in writing to the Property Trustee,
the Depositor and the Debenture Trustee.

         At any time after such a declaration of acceleration with respect to
the Junior Subordinated Debentures has been made and before a judgment or decree
for payment of the money due has been obtained by the Debenture Trustee as
provided in the Indenture, the Holders of a Majority in Liquidation Amount of
the Capital Securities, by written notice to the Property Trustee, the Depositor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

                  (i)      the Depositor has paid or deposited with the
        Debenture Trustee a sum sufficient to pay:

                           (A)      all overdue installments of interest on all
                  of the Junior Subordinated Debentures,

                           (B)      any accrued Additional Interest on all of
                  the Junior Subordinated Debentures,

                                       31



                           (C)      the principal of (and premium, if any, on)
                  any Junior Subordinated Debentures which have become due
                  otherwise than by such declaration of acceleration and
                  interest and Additional Interest thereon at the rate borne by
                  the Junior Subordinated Debentures, and

                           (D)      all sums paid or advanced by the Debenture
                  Trustee under the Indenture and the reasonable compensation,
                  expenses, disbursements and advances of the Debenture Trustee
                  and the Property Trustee, their agents and counsel; and

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

         The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Junior
Subordinated Debentures affected thereby. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the Capital
Securities all or part of which is represented by Global Capital Securities, a
record date shall be established for determining Holders of Outstanding Capital
Securities entitled to join in such notice, which record date shall be at the
close of business on the day the Property Trustee receives such notice. The
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such
notice prior to the day which is 90 days after such record date, such notice of
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.13(b).

         (c)      For so long as any Capital Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 5.1(a) or 5.1(b) of the Indenture, any Holder of Capital Securities
shall have the right to institute a proceeding directly against the Depositor,

                                       32



pursuant to Section 5.8 of the Indenture, for enforcement of payment to such
Holder of the principal amount of or interest on Junior Subordinated Debentures
having an aggregate principal amount equal to the aggregate Liquidation Amount
of the Capital Securities of such Holder (a "Direct Action"). Except as set
forth in Sections 5.13(b) and 5.13(c) of this Trust Agreement, the Holders of
Capital Securities shall have no right to exercise directly any right or remedy
available to the holders of, or in respect of, the Junior Subordinated
Debentures.

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1.      Limitations on Holder's Voting Rights.

         (a)      Except as provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of Capital Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Issuer Trust or the obligations
of the parties hereto, nor shall anything herein set forth or contained in the
terms of the Trust Securities Certificates be construed so as to constitute the
Holders from time to time as members of an association.

         (b)      So long as any Junior Subordinated Debentures are held by the
Property Trustee on behalf of the Issuer Trust, the Property Trustee shall not
(i) direct the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee, or executing any trust or power
conferred on the Debenture Trustee with respect to such Junior Subordinated
Debentures, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debentures shall be due and
payable, or (iv) consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
at least a Majority in Liquidation Amount of the Capital Securities, provided,
however, that where a consent under the Indenture would require the consent of
each holder of Junior Subordinated Debentures affected thereby, no such consent
shall be given by the Property Trustee without the prior written consent of each
Holder of Capital Securities. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of Capital
Securities, except by a subsequent vote of the Holders of Capital Securities.
The Property Trustee shall notify all Holders of the Capital Securities of any
notice of default received with respect to the Junior Subordinated Debentures.
In addition to obtaining the foregoing approvals of the Holders of the Capital
Securities, prior to taking any of the foregoing actions, the Property Trustees
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action will not cause the Issuer Trust
to be taxable as a corporation or classified as other than a grantor trust for
United States federal income tax purposes.

         (c)      If any proposed amendment to the Trust Agreement provides for,
or the Issuer Trust otherwise proposes to effect, (i) any action that would
adversely affect in any material respect the interests, powers, preferences or
special rights of the Capital Securities, whether by way of amendment to the
Trust Agreement or otherwise, or (ii) the dissolution of the Issuer

                                       33



Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Trust Securities as a class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Capital Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Issuer Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes.

Section 6.2.      Notice of Meetings.

         Notice of all meetings of the Holders, stating the time, place and
purpose of the meeting, shall be given by the Property Trustee pursuant to
Section 10.8 to each Holder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

Section 6.3.      Meetings of Holders.

         (a)      No annual meeting of Holders is required to be held. The
Property Trustee, however, shall call a meeting of Holders to vote on any matter
upon the written request of the Holders of record of 25% of the aggregate
Liquidation Amount of the Capital Securities and the Administrators or the
Property Trustee may, at any time in their discretion, call a meeting of Holders
of Capital Securities to vote on any matters as to which Holders are entitled to
vote.

         (b)      Holders of at least a Majority in Liquidation Amount of the
Capital Securities, present in person or represented by proxy, shall constitute
a quorum at any meeting of Holders of Capital Securities.

         (c)      If a quorum is present at a meeting, an affirmative vote by
the Holders of record present, in person or by proxy, holding Capital Securities
representing at least a Majority in Liquidation Amount of the Capital Securities
held by the Holders present, either in person or by proxy, at such meeting shall
constitute the action of the Holders of Capital Securities, unless this Trust
Agreement requires a greater number of affirmative votes.

Section 6.4.      Voting Rights.

         Holders shall be entitled to one vote for each $[ ] of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

Section 6.5.      Proxies, etc.

         At any meeting of Holders, any Holder entitled to vote thereat may vote
by proxy, provided that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Property Trustee, or with such other officer
or agent of the Issuer Trust as the Property

                                       34



Trustee may direct, for verification prior to the time at which such vote shall
be taken. Pursuant to a resolution of the Property Trustee, proxies may be
solicited in the name of the Property Trustee or one or more officers of the
Property Trustee. Only Holders of record shall be entitled to vote. When Trust
Securities are held jointly by several persons, any one of them may vote at any
meeting in person or by proxy in respect of such Trust Securities, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Securities. A
proxy purporting to be executed by or on behalf of a Holder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. No proxy shall be valid more than three
years after its date of execution.

Section 6.6.      Holder Action by Written Consent.

         Any action which may be taken by Holders at a meeting may be taken
without a meeting if Holders holding at least a Majority in Liquidation Amount
of all Trust Securities entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any other provision of this
Trust Agreement) shall consent to the action in writing.

Section 6.7.      Record Date for Voting and Other Purposes.

         For the purposes of determining the Holders who are entitled to notice
of and to vote at any meeting or by written consent, or to participate in any
Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrators or the Property Trustee may from time to time fix a
date, not more than 90 days prior to the date of any meeting of Holders or the
payment of a Distribution or other action, as the case may be, as a record date
for the determination of the identity of the Holders of record for such
purposes.

Section 6.8.      Acts of Holders.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing; and, except as otherwise expressly
provided herein, such action shall become effective when such instrument or
instruments are delivered to the Property Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Issuer
Trustees, if made in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying

                                       35



that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which any Issuer Trustee or
Administrator receiving the same deems sufficient.

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

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

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

         (f)      If any dispute shall arise among the Holders, the
Administrators or the Issuer Trustees with respect to the authenticity, validity
or binding nature of any request, demand, authorization, direction, consent,
waiver or other Act of such Holder or Issuer Trustee under this Article VI, then
the determination of such matter by the Property Trustee shall be conclusive
with respect to such matter.

Section 6.9.      Inspection of Records.

         Upon reasonable notice to the Administrators and the Property Trustee,
the records of the Issuer Trust shall be open to inspection by Holders during
normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

Section 7.1.      Representations and Warranties of the Property Trustee and the
                  Delaware Trustee.

         (a)      The Property Trustee hereby represents and warrants for the
benefit of the Depositor and the Holders that:

                  (1)      The Property Trustee is a banking corporation with
trust powers, duly organized, validly existing and in good standing under the
laws of New York, with trust power

                                       36



and authority to execute and deliver, and to carry out and perform its
obligations under the terms of this Trust Agreement.

                  (2)      The execution, delivery and performance by the
necessary corporate action on the part of the Property Trustee; and this Trust
Agreement has been duly executed and delivered by the Property Trustee, and
constitutes a legal, valid and binding obligation of the Property Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law).

                  (3)      The execution, delivery and performance of this Trust
Agreement by the Property Trustee does not conflict with or constitute a breach
of the certificate of incorporation or by-laws of the Property Trustee.

                  (4)      At the Time of Delivery, the Property Trustee has not
knowingly created any Liens or encumbrances on the Trust Securities.

                  (5)      No consent, approval or authorization of, or
registration with or notice to, any New York State or federal banking authority
is required for the execution, delivery or performance by the Property Trustee,
of this Trust Agreement.

         (b)      The Delaware Trustee hereby represents and warrants for the
benefit of the Depositor and the Holders that:

                  (1)      The Delaware Trustee is duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, the Trust Agreement.

                  (2)      The execution, delivery and performance by the
Delaware Trustee of this Trust Agreement has been duly authorized by all
necessary corporate action on the part of the Delaware Trustee; and this Trust
Agreement has been duly executed and delivered by the Delaware Trustee, and
constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' right generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law).

                  (3)      The execution, delivery and performance of this Trust
Agreement by the Delaware Trustee does not conflict with or constitute a breach
of the certificate of incorporation or by-laws of the Delaware Trustee.

                  (4)      No consent, approval or authorization of, or
registration with or notice to any state or Federal banking authority is
required for the execution, delivery or performance by the Delaware Trustee, of
this Trust Agreement.

                                       37



                  (5)      The Delaware Trustee is an entity which has its
principal place of business in the State of Delaware.

Section 7.2.      Representations and Warranties of the Depositor.

         The Depositor hereby represents and warrants for the benefit of the
Holders that:

         (a)      the Trust Securities Certificates issued at the Time of
Delivery on behalf of the Issuer Trust have been duly authorized and will have
been duly and validly executed, and, subject to payment therefor, issued and
delivered by the Issuer Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement, and the Holders will
be, as of each such date, entitled to the benefits of this Trust Agreement; and

         (b)      there are no taxes, fees or other governmental charges payable
by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under
the laws of the State of Delaware or any political subdivision thereof in
connection with the execution, delivery and performance by either the Property
Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                     THE ISSUER TRUSTEES; THE ADMINISTRATORS

Section 8.1.      Certain Duties and Responsibilities.

         (a)      The duties and responsibilities of the Issuer Trustees and the
Administrators shall be as provided by this Trust Agreement and, in the case of
the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing,
no provision of this Trust Agreement shall require the Issuer Trustees or the
Administrators to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it or them. Whether or not
therein expressly so provided, every provision of this Trust Agreement relating
to the conduct or affecting the liability of or affording protection to the
Issuer Trustees or the Administrators shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release an
Administrator or the Issuer Trustees from liability for his or its own negligent
action, his or its own negligent failure to act, or his or its own willful
misconduct. To the extent that, at law or in equity, an Issuer Trustee or
Administrator has duties and liabilities relating to the Issuer Trust or to the
Holders, such Issuer Trustee or Administrator shall not be liable to the Issuer
Trust or to any Holder for such Issuer Trustee's or Administrator's good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Issuer Trustees and Administrators otherwise existing at law or in equity, are
agreed by the Depositor and the Holders to replace such other duties and
liabilities of the Issuer Trustees and Administrators.

                                       38



         (b)      All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by his or its acceptance of a Trust Security, agrees that he or it will look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it or him as herein provided and that neither the
Issuer Trustees nor the Administrators are personally liable to it or him for
any amount distributable in respect of any Trust Security or for any other
liability in respect of any Trust Security. This Section 8.1(b) does not limit
the liability of the Issuer Trustees expressly set forth elsewhere in this Trust
Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

         (c)      The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Trust Agreement (including pursuant to Section 10.10), and no implied
covenants shall be read into this Trust Agreement against the Property Trustee.
If an Event of Default has occurred (that has not been cured or waived pursuant
to Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement for the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement, and use the same degree of care
and skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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

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

                           (A)      the duties and obligations of the Property
                  Trustee shall be determined solely by the express provisions
                  of this Trust Agreement (including pursuant to Section 10.10),
                  and the Property Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Trust Agreement (including pursuant to
                  Section 10.10); and

                           (B)      in the absence of bad faith on the part of
                  the Property Trustee, the Property 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 Property Trustee and conforming to
                  the requirements of this Trust Agreement; but in the case of
                  any such certificates or opinions that by any provision hereof
                  or of the Trust Indenture Act are specifically required to be
                  furnished to the Property Trustee, the Property Trustee shall
                  be under a duty to examine the same to determine whether or
                  not they conform to the requirements of this Trust Agreement;

                                       39



                  (ii)     the Property Trustee shall not be liable for any
         error of judgment made in good faith by an authorized officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

                  (iii)    the Property Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of at least a Majority in
         Liquidation Amount of the Capital Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Property Trustee, or exercising any trust or power conferred
         upon the Property Trustee under this Trust Agreement;

                  (iv)     the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Junior
         Subordinated Debentures and the Payment Account shall be to deal with
         such property in a similar manner as the Property Trustee deals with
         similar property for its own account, subject to the protections and
         limitations on liability afforded to the Property Trustee under this
         Trust Agreement and the Trust Indenture Act;

                  (v)      the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         with the Depositor; and money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the
         Payment Account maintained by the Property Trustee pursuant to Section
         3.1 and except to the extent otherwise required by law;

                  (vi)     the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrators or the Depositor with
         their respective duties under this Trust Agreement, nor shall the
         Property Trustee be liable for the default or misconduct of any other
         Issuer Trustee, the Administrators or the Depositor; and

                  (vii)    no provision of this Trust Agreement shall require
         the Property 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 the Property Trustee
         shall have reasonable grounds for believing that the repayment of such
         funds or liability is not reasonably assured to it under the terms of
         this Trust Agreement or adequate indemnity against such risk or
         liability is not reasonably assured to it.

         (e)      The Administrators shall not be responsible for monitoring the
compliance by the Issuer Trustees or the Depositor with their respective duties
under this Trust Agreement, nor shall either Administrator be liable for the
default or misconduct of any other Administrator, the Issuer Trustees or the
Depositor.

Section 8.2.      Certain Notices.

         (a)      Within five Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the Holders and the
Administrators, unless such Event of Default shall have been cured or waived.

                                       40



         (b)      Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the Junior
Subordinated Debentures pursuant to the Indenture, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.8, notice of
such exercise to the Holders and the Administrators, unless such exercise shall
have been revoked.

         [if applicable, insert - (c) In the event the Property Trustee receives
notice of the Depositor's exercise of its right to shorten the stated maturity
of the Junior Subordinated Debentures as provided in Section 3.16 of the
Indenture, the Property Trustee shall give notice of such shortening of the
stated maturity to the Holders at least 30 but not more than 60 days before the
effective date thereof.]

Section 8.3       Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

         (a)      the Property Trustee may rely and shall be fully protected in
acting or refraining from acting in good faith upon any resolution, Opinion of
Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness 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 direction or act of the Depositor contemplated by this
Trust Agreement shall be sufficiently evidenced by an Officers' Certificate;

         (c)      the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
re-recording, refiling or reregistration thereof;

         (d)      the Property Trustee may consult with counsel of its own
choosing (which counsel may be counsel to the Depositor or any of its
Affiliates, and may include any of its employees) and the advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken suffered or omitted by it hereunder in good faith and in reliance thereon
and in accordance with such advice, such counsel may be counsel to the Depositor
or any of its Affiliates, and may include any of its employees;the Property
Trustee shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent jurisdiction;

         (e)      the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; provided that,
nothing contained in this Section 8.3(e) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event

                                       41



of Default, of its obligation to exercise the rights and powers vested in it by
this Trust Agreement;

         (f)      the Property 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, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit;

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

         (h)      whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders (which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust Securities as would be entitled to direct the Property Trustee under the
terms of the Trust Securities in respect of such remedy, right or action), (ii)
may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be fully protected in
acting in accordance with such instructions; and

         (i)      except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Trust Agreement.

         No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on any Issuer Trustee or Administrator to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to any Issuer Trustee or
Administrator shall be construed to be a duty.

Section 8.4.      Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Issuer Trust, and the Issuer Trustees
and the Administrators do not assume any responsibility for their correctness.
The Issuer Trustees and the Administrators shall not be accountable for the use
or application by the Depositor of the proceeds of the Junior Subordinated
Debentures.

                                       42



Section 8.5.      May Hold Securities.

         Except as provided in the definition of the term "Outstanding" in
Article I, the Administrators, any Issuer Trustee or any other agent of any
Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and
8.13, may otherwise deal with the Issuer Trust with the same rights it would
have if it were not an Administrator, Issuer Trustee or such other agent.

Section 8.6.      Compensation; Indemnity; Fees.

         The Depositor agrees:

         (a)      to pay to the Issuer Trustees from time to time reasonable
compensation for all services rendered by them hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

         (b)      to reimburse the Issuer Trustees and the Administrators upon
request for all reasonable expenses, disbursements and advances incurred or made
by the Issuer Trustees in accordance with any provision of this Trust Agreement
(including the reasonable compensation, expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be
attributable to their negligence or willful misconduct; and

         (c)      to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Issuer Trustee, (ii) each Administrator,
(iii) any Affiliate of any Issuer Trustee, (iv) any officer, director,
shareholder, employee, representative or agent of any Issuer Trustee, and (v)
any employee or agent of the Issuer Trust, (referred to herein as an
"Indemnified Person") from and against any loss, damage, liability, tax
(excluding income taxes, other than taxes referred to in Sections 4.5 and 4.6
hereunder), penalty, expense or claim of any kind or nature whatsoever incurred
by such Indemnified Person arising out of or in connection with the creation,
operation or dissolution of the Issuer Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Issuer Trust
and in a manner such Indemnified Person reasonably believed to be within the
scope of authority conferred on such Indemnified Person by this Trust Agreement,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions.

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement.

         No Issuer Trustee may claim any lien or charge on any Trust Property as
a result of any amount due pursuant to this Section 8.6.

         The Depositor, any Administrator and any Issuer Trustee may engage in
or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall
have no rights by virtue of this Trust Agreement in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any such
venture, even if

                                       43



competitive with the business of the Issuer Trust, shall not be deemed wrongful
or improper. Neither the Depositor, any Administrator, nor any Issuer Trustee
shall be obligated to present any particular investment or other opportunity to
the Issuer Trust even if such opportunity is of a character that, if presented
to the Issuer Trust, could be taken by the Issuer Trust, and the Depositor, any
Administrator or any Issuer Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Issuer Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

Section 8.7.      Corporate Property Trustee Required; Eligibility of Trustees
                  and Administrators.

         (a)      There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
a national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. At the time of appointment, the Property Trustee must have securities
rated in one of the three highest rating categories by a nationally recognized
statistical rating organization.

         (b)      There shall at all times be one or more Administrators
hereunder. Each Administrator shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more persons
authorized to bind that entity. An employee, officer or Affiliate of the
Depositor may serve as an Administrator.

         (c)      There shall at all times be a Delaware Trustee. The Delaware
Trustee shall either be (i) a natural person who is at least 21 years of age and
a resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.

Section 8.8.      Conflicting Interests.

         (a) If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

                                       44



         (b)      The Guarantee Agreement and the Indenture shall be deemed to
be specifically described in this Trust Agreement for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 8.9.      Co-Trustees and Separate Trustee.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Property Trustee shall have power to
appoint, and upon the written request of the Property Trustee, the Depositor and
the Administrators shall for such purpose join with the Property Trustee in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

         Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

         (a)      The Trust Securities shall be executed by one or more
Administrators, and the Trust Securities shall be executed and delivered and all
rights, powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Property Trustees specified hereunder, shall be
exercised, solely by the Property Trustee and not by such co-trustee or separate
trustee.

         (b)      The rights, powers, duties, and obligations hereby conferred
or imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Property Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee.

                                       45



         (c)      The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the Depositor
shall join with the Property Trustee in the execution, delivery and performance
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section.

         (d)      No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property Trustee or
any other trustee hereunder.

         (e)      The Property Trustee shall not be liable by reason of any act
of a co-trustee or separate trustee.

         (f)      Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

Section 8.10.     Resignation and Removal; Appointment of Successor.

         (a)      No resignation or removal of any Issuer Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Issuer Trustee in accordance with the applicable requirements of Section 8.11.

         (b)      Subject to the immediately preceding paragraph, a Relevant
Trustee may resign at any time by giving written notice thereof to the Holders.
The Relevant Trustee shall appoint a successor by requesting from at least three
Persons meeting the eligibility requirements its expenses and charges to serve
as the successor Issuer Trustee on a form provided by the Administrators, and
selecting the Person who agrees to the lowest expenses and charges, subject to
the prior consent of the Depositor which consent shall not be unreasonably
withheld. If the instrument of acceptance by the successor Issuer Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 60 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Issuer Trust, any court of competent
jurisdiction for the appointment of a successor Issuer Trustee.

         (c)      The Property Trustee or the Delaware Trustee may be removed at
any time by Act of the Holders of at least a Majority in Liquidation Amount of
the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Issuer Trust) (i) for cause or (ii) if a Debenture
Event of Default shall have occurred and be continuing at any time.

         (d)      If a resigning Relevant Trustee shall fail to appoint a
successor, or if a Relevant Trustee shall be removed or become incapable of
acting as Issuer Trustee, or if any vacancy shall occur in the office of any
Issuer Trustee for any cause, the Holders of the Capital Securities, by Act of
the Holders of record of not less than 25% aggregate Liquidation Amount of the
Capital

                                       46



Securities then Outstanding delivered to such Relevant Trustee, shall promptly
appoint a successor Issuer Trustee or Trustees, and such successor Issuer
Trustee shall comply with the applicable requirements of Section 8.11. If no
successor Issuer Trustee shall have been so appointed by the Holders of the
Capital Securities and accepted appointment in the manner required by Section
8.11, any Holder, on behalf of himself and all others similarly situated, or any
other Issuer Trustee, may petition any court in the State of Delaware for the
appointment of a successor Issuer Trustee.

         (e)      The Property Trustee shall give notice of each resignation and
each removal of a Relevant Trustee and each appointment of a successor Issuer
Trustee to all Holders in the manner provided in Section 10.8 and shall give
notice to the Depositor and to the Administrators. Each notice shall include the
name of the Relevant Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

         (f)      Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Delaware Trustee who is a natural person dies
or becomes, in the opinion of the Holders of the Common Securities, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by the Property Trustee following the procedures regarding
expenses and charges set forth above (with the successor in each case being a
Person who satisfies the eligibility requirement for Delaware Trustee set forth
in Section 8.7).

Section 8.11.     Acceptance of Appointment by Successor.

         (a)      In case of the appointment hereunder of a successor Issuer
Trustee, the retiring Relevant Trustee and each such successor Issuer Trustee
with respect to the Trust Securities shall execute, acknowledge and deliver an
instrument wherein each successor Issuer Trustee shall accept such appointment
and which shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Issuer Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Trust Securities and the Issuer Trust, and upon the execution and delivery of
such instrument the resignation or removal of the retiring Relevant Trustee
shall become effective to the extent provided therein and each such successor
Issuer Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the Relevant Trustee; but, on
request of the Issuer Trust or any successor Trustee such Relevant Trustee shall
duly assign, transfer and deliver to such successor Issuer Trustee all Trust
Property, all proceeds thereof and money held by such Relevant Trustee hereunder
with respect to the Trust Securities and the Issuer Trust.

         (b)      Upon request of any such successor Issuer Trustee, the Issuer
Trust shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

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

                                       47



Section 8.12.     Merger, Conversion, Consolidation or Succession to Business.

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

Section 8.13.     Preferential Collection of Claims Against Depositor or Issuer
Trust.

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

Section 8.14.     Trustee May File Proofs of Claim.

         In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such other obligor, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on the Issuer Trust for the payment
of any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:

         (a)      to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Trust Securities and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding, and

         (b)      to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or

                                       48



to authorize the Property Trustee to vote in respect of the claim of any Holder
in any such proceeding.

Section 8.15.     Reports by Property Trustee.

         (a)      Within 60 days of January 31 of each year commencing with
January 31, [ ], the Property Trustee shall transmit to all Holders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
the immediately preceding January 31 with respect to:

                  (i)      its eligibility under Section 8.7 or, in lieu
         thereof, if to the best of its knowledge it has continued to be
         eligible under said Section, a written statement to such effect; and

                  (ii)     any change in the property and funds in its
         possession as Property Trustee since the date of its last report and
         any action taken by the Property Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Trust Securities.

         (b)      In addition, the Property Trustee shall transmit to Holders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto as set forth in Section 10.10 of
this Trust Agreement.

         (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with the Depositor.

Section 8.16.     Reports to the Property Trustee.

         The Depositor and the Administrators on behalf of the Issuer Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act, as set forth in Section 10.10 of this Trust Agreement. The Depositor and
the Administrators shall annually file with the Property Trustee a certificate
specifying whether such Person is in compliance with all the terms and covenants
applicable to such Person hereunder.

Section 8.17.     Evidence of Compliance with Conditions Precedent.

         Each of the Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act as
set forth in Section 10.10 of this Trust Agreement. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

                                       49



Section 8.18.     Number of Issuer Trustees.

         (a)      The number of Issuer Trustees shall be two. The Property
Trustee and the Delaware Trustee may be the same Person, in which event the
number of Issuer Trustees shall be one.

         (b)      If an Issuer Trustee ceases to hold office for any reason, a
vacancy shall occur. The vacancy shall be filled with an Issuer Trustee
appointed in accordance with Section 8.10.

         (c)      The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Issuer Trustee shall not
operate to dissolve, terminate or annul the Issuer Trust or terminate this Trust
Agreement.

Section 8.19.     Delegation of Power.

         (a)      Any Administrator may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a) or making any governmental filing.

         (b)      The Administrators shall have power to delegate from time to
time to such of their number the doing of such things and the execution of such
instruments either in the name of the Issuer Trust or the names of the
Administrators or otherwise as the Administrators may deem expedient, to the
extent such delegation is not prohibited by applicable law or contrary to the
provisions of this Trust Agreement.

Section 8.20.     Appointment of Administrators.

         (a)      Except as otherwise provided in this Section 8.20(a), the
Administrators shall be appointed by the Holders of a Majority in Liquidation
Amount of the Common Securities and all Administrators (including the initial
Administrators) may be removed by the Holders of a Majority in Liquidation
Amount of the Common Securities or may resign at any time. The Holders, by
acceptance of a Trust Securities Certificate, shall be deemed to agree to the
appointment of the initial Administrators. Each Administrator shall sign an
agreement agreeing to comply with the terms of this Trust Agreement. If at any
time there is no Administrator, the Property Trustee or any Holder who has been
a Holder of Trust Securities for at least six months may petition any court of
competent jurisdiction for the appointment of one or more Administrators.

         (b)      Whenever a vacancy in the number of Administrators shall
occur, until such vacancy is filled by the appointment of an Administrator in
accordance with this Section 8.20, the Administrators in office, regardless of
their number (and notwithstanding any other provision of this Trust Agreement),
shall have all the powers granted to the Administrators and shall discharge all
the duties imposed upon the Administrators by this Trust Agreement.

         (c)      Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrator or a Delaware Trustee who is a
natural person dies or becomes, in

                                       50



the opinion of the Holders of a Majority in Liquidation Amount of the Common
Securities, incompetent, or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by the remaining Administrators, if
there were at least two of them prior to such vacancy and by the Depositor, if
there were not two such Administrators immediately prior to such vacancy (with
the successor in each case being a Person who satisfies the eligibility
requirement for Administrators or Delaware Trustee, as the case may be, set
forth in Section 8.7).

         (d)      Except as otherwise provided in this Trust Agreement or by
applicable law, any one Administrator may execute any document or otherwise take
any action which the Administrators are authorized to take under this Trust
Agreement.

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

Section 9.1.      Dissolution Upon Expiration Date.

         Unless earlier dissolved, the Issuer Trust shall automatically dissolve
on [     ] [ ], [ ] (the "Expiration Date").

Section 9.2.      Early Dissolution.

         The first to occur of any of the following events is an "Early
Dissolution Event", upon the occurrence of which the Issuer Trust shall
dissolve:

         (a)      the occurrence of the appointment of a receiver or other
similar official in any liquidation, insolvency or similar proceeding with
respect to the Depositor or all or substantially all of its property, or a court
or other governmental agency shall enter a decree or order and such decree or
order shall remain unstayed and undischarged for a period of 60 days, unless the
Depositor shall transfer the Common Securities as provided by Section 5.11, in
which case this provision shall refer instead to any such successor Holder of
the Common Securities;

         (b)      the written direction to the Property Trustee from the Holder
of the Common Securities at any time to dissolve the Issuer Trust and, after
satisfaction of liabilities to creditors of the Issuer Trust as provided by
applicable law, to distribute the Junior Subordinated Debentures to Holders in
exchange for the Capital Securities (which direction, subject to Section 9.4(a),
is optional and wholly within the discretion of the Holder of the Common
Securities);

         (c)      the redemption of all of the Capital Securities in connection
with the redemption of all the Junior Subordinated Debentures; and

         (d)      the entry of an order for dissolution of the Issuer Trust by a
court of competent jurisdiction.

                                       51



Section 9.3.      Termination.

         The respective obligations and responsibilities of the Issuer Trustees,
the Administrators and the Issuer Trust created and continued hereby shall
terminate upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed hereunder
upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, (b) the
payment of any expenses owed by the Issuer Trust, (c) the discharge of all
administrative duties of the Administrators, including the performance of any
tax reporting obligations with respect to the Issuer Trust or the Holders, and
(d) the filing of a certificate of cancellation with the Delaware Secretary of
State pursuant to Section 3810 of the Delaware Statutory Trust Act.

Section 9.4.      Liquidation.

         (a)      If an Early Dissolution Event specified in clause (a), (b) or
(d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
liquidated by the Property Trustee as expeditiously as the Property Trustee
determines to be possible by distributing, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to each Holder a
Like Amount of Junior Subordinated Debentures, subject to Section 9.4(d). Notice
of liquidation shall be given by the Property Trustee by first-class mail,
postage prepaid, mailed not later than 15 nor more than 45 days prior to the
Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:

                  (i)      state the Liquidation Date;

                  (ii)     state that, from and after the Liquidation Date, the
         Trust Securities will no longer be deemed to be Outstanding and any
         Trust Securities Certificates not surrendered for exchange will be
         deemed to represent a Like Amount of Junior Subordinated Debentures;
         and

                  (iii)    provide such information with respect to the
         mechanics by which Holders may exchange Trust Securities Certificates
         for Junior Subordinated Debentures, or if Section 9.4(d) applies
         receive a Liquidation Distribution, as the Administrators or the
         Property Trustee shall deem appropriate.

         (b)      Except where Section 9.2(c) or 9.4(d) applies, in order to
effect the liquidation of the Issuer Trust and distribution of the Junior
Subordinated Debentures to Holders, the Property Trustee shall establish a
record date for such distribution (which shall be not more than 30 days prior to
the Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of Junior Subordinated
Debentures in exchange for the Outstanding Trust Securities Certificates.

         (c)      Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) the Clearing Agency for the

                                       52



Capital Securities or its nominee, as the registered Holder of the Global
Capital Securities Certificate, shall receive a registered global certificate or
certificates representing the Junior Subordinated Debentures to be delivered
upon such distribution with respect to Capital Securities held by the Clearing
Agency or its nominee, and (iii) any Trust Securities Certificates not held by
the Clearing Agency for the Capital Securities or its nominee as specified in
clause (ii) above will be deemed to represent Junior Subordinated Debentures
having a principal amount equal to the stated Liquidation Amount of the Trust
Securities represented thereby and bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Trust
Securities until such certificates are presented to the Securities Registrar for
transfer or reissuance.

         (d)      If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is
not practical, or if any Early Dissolution Event specified in clause (c) of
Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust
shall be liquidated by the Property Trustee in such manner as the Property
Trustee determines in accordance with the instruction of a Majority in
Liquidation Amount of the Capital Securities. In such event, on the date of the
dissolution of the Issuer Trust, Holders will be entitled to receive out of the
assets of the Issuer Trust available for distribution to Holders, after
satisfaction of liabilities to creditors of the Issuer Trust as provided by
applicable law, an amount equal to the aggregate of the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, the Liquidation Distribution can be paid only in part because the
Issuer Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Issuer Trust on the Trust Securities shall be paid on a
pro rata basis (based upon Liquidation Amounts). The Holders of the Common
Securities will be entitled to receive Liquidation Distributions upon any such
liquidation pro rata (determined as aforesaid) with Holders of Capital
Securities, except that, if a Debenture Event of Default has occurred and is
continuing, the Capital Securities shall have a priority over the Common
Securities as provided in Section 4.3.

         (e)      Following the dissolution of the Issuer Trust and after the
completion of the winding up of the affairs of the Issuer Trust, the Property
Trustee shall file a certificate of cancellation with the Delaware Secretary of
State.

Section 9.5.      Mergers, Consolidations, Amalgamations or Replacements of the
Issuer Trust.

         The Issuer Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any entity, except pursuant to this Section 9.5
and Section 9.4. At the request of the Holders of the Common Securities, and
with the consent of the Holders of at least a Majority in Liquidation Amount of
the Capital Securities but without the consent of the Delaware Trustee or the
Property Trustee, the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; provided, however, that (a) such successor entity either

                                       53



(i) expressly assumes all of the obligations of the Issuer Trust with respect to
the Capital Securities or (ii) substitutes for the Capital Securities other
securities having substantially the same terms as the Capital Securities (the
"Successor Capital Securities") so long as the Successor Capital Securities have
the same priority as the Capital Securities with respect to distributions and
payments upon liquidation, redemption and otherwise, (b) a trustee of such
successor entity possessing the same powers and duties as the Property Trustee
is appointed to hold the Junior Subordinated Debentures, (c) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Capital Securities (including any Successor Capital Securities) to be
downgraded by any nationally recognized statistical rating organization if the
Capital Securities were rated by any nationally recognized statistical rating
organization immediately prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, (d) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Capital
Securities (including any Successor Capital Securities) in any material respect,
(e) such successor entity has a purpose substantially identical to that of the
Issuer Trust, (f) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Issuer Trustee has received an
Opinion of Counsel from independent counsel experienced in such matters to the
effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights preferences
and privileges of the holders of the Capital Securities (including any Successor
Capital Securities) in any material respect, and (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Issuer Trust nor such successor entity will be required to register as an
"investment company" under the Investment Company Act, and (g) the Depositor or
any permitted transferee to whom it has transferred the Common Securities
hereunder owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee Agreement.
Notwithstanding the foregoing, the Issuer Trust shall not, except with the
consent of Holders of 100% in Liquidation Amount of the Capital Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Issuer Trust or the successor
entity to be taxable as a corporation or as other than a grantor trust for
United States federal income tax purposes. Any merger or similar agreement shall
be executed by the Administrators on behalf of the Issuer Trust.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.1.     Limitation of Rights of Holders.

         Except as set forth in Section 9.2, the bankruptcy, dissolution,
termination, death or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement or dissolve, terminate or annul the Issuer Trust, nor entitle the
legal representatives or heirs of such Person or any Holder for such Person, to
claim

                                       54



an accounting, take any action or bring any proceeding in any court for a
partition or winding-up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

Section 10.2.     Amendment.

         (a)      This Trust Agreement may be amended from time to time by the
Property Trustee and the Holders of a Majority in Liquidation Amount of the
Common Securities, without the consent of any Holder of the Capital Securities,
(i) to cure any ambiguity, correct or supplement any provision herein which may
be inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement,
provided, however, that such amendment shall not adversely affect in any
material respect the interests of any Holder or (ii) to modify, eliminate or add
to any provisions of this Trust Agreement to such extent as shall be necessary
to ensure that the Issuer Trust will not be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes at any time that any Trust Securities are Outstanding or to ensure that
the Issuer Trust will not be required to register as an "investment company"
under the Investment Company Act.

         (b)      Except as provided in Section 10.2(c) hereof, any provision of
this Trust Agreement may be amended by the Property Trustee and the Holders of a
Majority in Liquidation Amount of the Common Securities with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Capital Securities
and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect
that such amendment or the exercise of any power granted to the Issuer Trustees
in accordance with such amendment will not cause the Issuer Trust to be taxable
as a corporation or as other than a grantor trust for United States federal
income tax purposes or affect the Issuer Trust's exemption from status of an
"investment company" under the Investment Company Act.

         (c)      In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a Holder to institute suit for the enforcement of any
such payment on or after such date.

         (d)      Notwithstanding any other provisions of this Trust Agreement,
no Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Issuer Trust to fail or cease to qualify for the
exemption from status as an "investment company" under the Investment Company
Act or be taxable as a corporation or be classified as other than a grantor
trust for United States federal income tax purposes.

         (e)      Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor, the Delaware Trustee and the
Administrators, this Trust Agreement may not be amended in a manner which
imposes any additional obligation on the Depositor, the Delaware Trustee or the
Administrators.

                                       55



         (f)      In the event that any amendment to this Trust Agreement is
made, the Administrators or the Property Trustee shall promptly provide to the
Depositor a copy of such amendment.

         (g)      Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

         (h)      Any amendments to this Trust Agreement shall become effective
when notice of such amendment is given to the Holders of the Trust Securities.

Section 10.3.     Separability.

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

Section 10.4.     Governing Law.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES AND THE
ADMINISTRATORS WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE.

Section 10.5.     Payments Due on Non-Business Day.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.2(d)), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in either case with the same force and effect as though
made on the date fixed for such payment, and no Distributions shall accumulate
on such unpaid amount for the period after such date.

Section 10.6.     Successors.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Issuer Trust, the Administrators
and any Issuer Trustee, including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article VIII of the Indenture and pursuant to which the assignee
agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

                                       56



Section 10.7.     Headings.

         The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

Section 10.8.     Reports, Notices and Demands.

         (a)      Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder or the Depositor may be given or served in writing by
deposit thereof, first class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (i) in the case of
a Holder of Capital Securities, to such Holder as such Holder's name and address
may appear on the Securities Register; and (ii) in the case of the Holder of
Common Securities or the Depositor, to M&T Bank Corporation, One M&T Plaza,
Buffalo, New York 14203, Attention: Corporate Finance, facsimile no.: [(716)
842-5021] or to such other address as may be specified in a written notice by
the Depositor to the Property Trustee. Such notice, demand or other
communication to or upon a Holder shall be deemed to have been sufficiently
given or made, for all purposes, upon hand delivery, mailing or transmission.
Such notice, demand or other communication to or upon the Depositor shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Depositor.

         (b)      Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon, the Property Trustee, the Delaware Trustee, the Administrators, or
the Issuer Trust shall be given in writing addressed (until another address is
published by the Issuer Trust) as follows: (i) with respect to the Property
Trustee to [    ], [    ], Attention: [    ]; (ii) with respect to the Delaware
Trustee to [    ], [    ], Attention: [    ], (iii) with respect to the
Administrators, to them at the address above for notices to the Depositor,
marked "Attention: Office of the Secretary;" and (iv) with respect to the Issuer
Trust, to the Administrators and the Property Trustee at their respective
addresses above. Such notice, demand or other communication to or upon the
Issuer Trust or the Property Trustee shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Issuer Trust, the
Property Trustee, or such Administrator.

Section 10.9.     Agreement Not to Petition.

         To the fullest extent permitted by applicable law, each of the Issuer
Trustees (in their individual capacities), the Administrators and the Depositor
agree for the benefit of the Holders that, until at least one year and one day
after the Issuer Trust has been terminated in accordance with Article IX, they
shall not file, or join in the filing of, a petition against the Issuer Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Issuer Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Holders, that at the expense of the Depositor, it
shall file an

                                       57



answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Issuer Trust or the commencement of
such action and raise the defense that the Depositor has agreed in writing not
to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust
may assert. If any Issuer Trustee or Administrator takes action in violation of
this Section 10.9, the Depositor agrees, for the benefit of the Holders, that at
the expense of the Depositor, it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such petition by such Person against
the Depositor or the commencement of such action and raise the defense that such
Person has agreed in writing not to take such action and should be estopped and
precluded therefrom and such other defenses, if any, as counsel for the
Depositor or the Issuer Trust may assert. The provisions of this Section 10.9
shall survive the termination of this Trust Agreement.

Section 10.10.    Trust Indenture Act; Conflict with Trust Indenture Act.

         (a)      Trust Indenture Act; Application. (i) This Trust Agreement is
subject to the provisions of the Trust Indenture Act that are required to be a
part of this Trust Agreement and shall, to the extent applicable, be governed by
such provisions; (ii) if and to the extent that any provision of this Trust
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control; (iii) for purposes of this Trust Agreement, the Property Trustee, to
the extent permitted by applicable law and/or the rules and regulations of the
Commission, shall be the only Issuer Trustee which is a trustee for the purposes
of the Trust Indenture Act; and (iv) the application of the Trust Indenture Act
to this Trust Agreement shall not affect the nature of the Capital Securities
and the Common Securities as equity securities representing undivided beneficial
interests in the assets of the Issuer Trust.

         (b)      Lists of Holders of Capital Securities. (i) Each of the
Depositor and the Administrators on behalf of the Issuer Trust shall provide the
Property Trustee with such information as is required under Section 312(a) of
the Trust Indenture Act at the times and in the manner provided in Section
312(a) and (ii) the Property Trustee shall comply with its obligations under
Sections 310(b), 311 and 312(b) of the Trust Indenture Act.

         (c)      Reports by the Property Trustee. Within 60 days after January
31 of each year, the Property Trustee shall provide to the Holders of the Trust
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form, in the manner and at the times provided by Section 313
of the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         (d)      Periodic Reports to Property Trustee. Each of the Depositor
and the Administrators on behalf of the Issuer Trust shall provide to the
Property Trustee, the Commission and the Holders of the Trust Securities, as
applicable, such documents, reports and information as required by Section
314(a)(1)-(3) (if any) of the Trust Indenture Act and the compliance
certificates required by Section 314(a)(4) and (c) of the Trust Indenture Act
(provided that any certificate to be provided pursuant to Section 314(a)(4) of
the Trust Indenture Act shall be provided within 120 days of the end of each
fiscal year of the Issuer Trust).

                                       58



         (e)      Evidence of Compliance with Conditions Precedent. Each of the
Depositor and the Administrators on behalf of the Issuer Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Trust Agreement which relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given pursuant to Section 314(c) shall comply with
Section 314(e) of the Trust Indenture Act.

         (f)      Disclosure of Information. The disclosure of information as to
the names and addresses of the Holders of Trust Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Property Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

Section 10.11.    Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT
AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE
AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND
PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS
BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                       59



         IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Trust Agreement to be duly executed as of the day and year first above written.

                                    M&T BANK CORPORATION,
                                    as Depositor

                                        By:_____________________________________
                                        Name:
                                        Title:

                                    [      ],
                                    as Property Trustee

                                        By:_____________________________________
                                        Name:
                                        Title:

                                    [      ],
                                    as Delaware Trustee

                                        By:_____________________________________
                                        Name:
                                        Title:

Subscribed to and Accepted by,
as the Initial Administrators:

_______________________________

_______________________________

                                       60



                                                                       EXHIBIT A

      [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE SECRETARY OF STATE]



                                                                       EXHIBIT B

                [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT]



                                                                       EXHIBIT C

                THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A
             SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE
               OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW
                     AND SECTION 5.11 OF THE TRUST AGREEMENT

Certificate Number                                   Number of Common Securities

C-[ ]

                    Certificate Evidencing Common Securities
                                       of
                         M&T Capital Trust [IV] [V] [VI]
                                Common Securities
                  (liquidation amount $[ ] per Common Security)

         M&T Capital Trust [IV] [V] [VI], a statutory trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that M&T
Bank Corporation (the "Holder") is the registered owner of ([ ]) common
securities of the Issuer Trust representing undivided beneficial interests in
the assets of the Issuer Trust and designated the M&T Capital Trust [IV] [V]
[VI] Common Securities (liquidation amount $[ ] per Common Security) (the
"Common Securities"). Except in accordance with Section 5.11 of the Trust
Agreement (as defined below) the Common Securities are not transferable and any
attempted transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Issuer Trust, dated as of [    ] [ ], [    ], as the same may be amended
from time to time (the "Trust Agreement") among M&T Bank Corporation as
Depositor, [    ], as Property Trustee, [    ], as Delaware Trustee, and the
Holders of Trust Securities, including the designation of the terms of the
Common Securities as set forth therein. The Issuer Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         Terms used but not defined herein have the meanings set forth in the
Trust Agreement.



         IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this [    ] day of [    ], [ ].

                                    M&T CAPITAL TRUST [IV] [V] [VI]
                                        By:_____________________________________
                                        Name:
                                        Administrator

                                 AUTHENTICATION

This certificate is a Common Securities Certificate described in the Trust
Agreement.

[    ], as Property Trustee

By: _________________________________
    Name:
    Title:

                                       2



                                                                       EXHIBIT D

         [IF THE CAPITAL SECURITIES CERTIFICATE IS TO BE A GLOBAL CAPITAL
SECURITIES CERTIFICATE, INSERT - This Capital Securities Certificate is a Global
Capital Securities Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Capital Securities Certificate is exchangeable for
Capital Securities Certificates registered in the name of a person other than
the Depositary or its nominee only in the limited circumstances described in the
Trust Agreement and may not be transferred except as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, except in the limited
circumstances described in the Trust Agreement.

         Unless this Capital Securities Certificate is presented by an
authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to M&T Capital Trust [IV] [V] [VI] or its agent for
registration of transfer, exchange or payment, and any Capital Securities
Certificate issued is registered in the name of such nominee as is requested by
an authorized representative of DTC (and any payment is made to such entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch
as the registered owner hereof, has an interest herein.]

         [INSERT, IF APPLICABLE - NO EMPLOYEE BENEFIT OR OTHER PLAN OR
INDIVIDUAL RETIREMENT ACCOUNT 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"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR
ANY INTEREST HEREIN, UNLESS SUCH PURCHASE OR HOLDING IS COVERED BY THE EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE OF ANY
PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60,
91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE DEPOSITOR OR THE
ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE
APPLICABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS CAPITAL
SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED
BY ITS PURCHASE AND HOLDING HEREOF THAT EITHER (A) THE PURCHASER AND HOLDER ARE
NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF
THE CAPITAL SECURITIES IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY PTCE
96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION.]



CERTIFICATE NUMBER                                 NUMBER OF CAPITAL SECURITIES
P-[ ]

                                 CUSIP NO. [    ]
                    CERTIFICATE EVIDENCING CAPITAL SECURITIES
                                       OF
                         M&T CAPITAL TRUST [IV] [V] [VI]

                               CAPITAL SECURITIES
                  (LIQUIDATION AMOUNT $[ ]PER CAPITAL SECURITY)

         M&T Capital Trust [IV] [V] [VI], a statutory trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that [    ]
(the "Holder") is the registered owner of (    ) capital securities of the
Issuer Trust representing a preferred undivided beneficial interest in the
assets of the Issuer Trust and designated the M&T Capital Trust [IV] [V] [VI]
Capital Securities (liquidation amount $[ ] per Capital Security) (the "Capital
Securities"). The Capital Securities are transferable on the books and records
of the Issuer Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.5 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities are set forth in, and this certificate and the Capital
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Issuer Trust, dated as of [    ] [ ], [    ], as the same may be amended from
time to time (the "Trust Agreement"), among M&T Bank Corporation as Depositor,
[    ], as Property Trustee, [    ], as Delaware Trustee, and the Holders of
Trust Securities, including the designation of the terms of the Capital
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by M&T Bank Corporation, a New York
corporation, and [    ], as guarantee trustee, dated as of [    ] [ ], [    ]
(the "Guarantee Agreement"), to the extent provided therein. The Issuer Trust
will furnish a copy of the Trust Agreement and the Guarantee Agreement to the
Holder without charge upon written request to the Issuer Trust at its principal
place of business.

         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.



         IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this [ ] day of [     ], [ ].

                                    M&T CAPITAL TRUST [IV] [V] [VI]

                                    By:________________________________________
                                    Name:
                                    Administrator

                                 AUTHENTICATION

This certificate is a Common Securities Certificate described in the Trust
Agreement.

[   ], as Property Trustee

By:_________________________________
   Name:
   Title:

                                       2



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Securities Certificate to:

________________________________________________________________________________
                    (Insert assignee's social security or tax
                             identification number)

________________________________________________________________________________

________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

agent to transfer this Capital Securities Certificate on the books of the Issuer
Trust. The agent may substitute another to act for him or her.

Date:__________________

Signature:__________________________
          (Sign exactly as your name appears on
          the other side of this Capital Securities
          Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.



                                                                  Exhibit (4)(p)

- --------------------------------------------------------------------------------

                               GUARANTEE AGREEMENT

                                     BETWEEN

                              M&T BANK CORPORATION
                                 (as Guarantor)

                                       and

                                       [ ]
                             (as Guarantee Trustee)

                                   dated as of

                                    [ ], [ ]

- --------------------------------------------------------------------------------



            Certain Sections of this Guarantee Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:



Trust Indenture                                                                  Guarantee Agreement
   Act Section                                                                         Section
- ---------------                                                                  --------------------
                                                                           
Section 310       (a) (1)....................................................    4.1 (a)
                  (a) (2)....................................................    4.1 (a)
                  (a) (3)....................................................    Not Applicable
                  (a) (4)....................................................    Not Applicable
                  (b)........................................................    2.8, 4.1 (c)
Section 311       (a)........................................................    Not Applicable
                  (b)........................................................    Not Applicable
Section 312       (a)........................................................    2.2 (a)
                  (b)........................................................    2.2 (b)
                  (c)........................................................    Not Applicable
Section 313       (a)........................................................    2.3
                  (a) (4)....................................................    2.3
                  (b)........................................................    2.3
                  (c)........................................................    2.3
                  (d)........................................................    2.3
Section 314       (a)........................................................    2.4
                  (b)........................................................    2.4
                  (c) (1)....................................................    2.5
                  (c) (2)....................................................    2.5
                  (c) (3)....................................................    2.5
                  (e)........................................................    1.1, 2.5, 3.2
Section 315       (a)........................................................    3.1 (d)
                  (b)........................................................    2.7
                  (c)........................................................    3.1 (c)
                  (d)........................................................    3.1 (d)
                  (e)........................................................    Not Applicable
Section 316       (a)........................................................    1.1, 2.6, 5.4
                  (a) (1) (A)................................................    5.4
                  (a) (1) (B)................................................    5.4
                  (a) (2)....................................................    Not Applicable
                  (b)........................................................    5.3
                  (c)........................................................    Not Applicable
Section 317       (a) (1)....................................................    Not Applicable
                  (a) (2)....................................................    Not Applicable
                  (b)........................................................    Not Applicable
Section 318       (a)........................................................    2.1


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

                                       2



                                TABLE OF CONTENTS



                                                                                           Page
                                                                                           ----
                                                                                     
ARTICLE I.                 DEFINITIONS
         Section 1.1.                Definitions........................................    1

ARTICLE II.                TRUST INDENTURE ACT
         Section 2.1.                Trust Indenture Act; Application ..................    5
         Section 2.2.                List of Holders ...................................    5
         Section 2.3.                Reports by the Guarantee Trustee...................    5
         Section 2.4.                Periodic Reports to Guarantee Trustee..............    6
         Section 2.5.                Evidence of Compliance with Conditions Precedent ..    6
         Section 2.6.                Events of Default; Waiver..........................    6
         Section 2.7.                Event of Default; Notice     ......................    6
         Section 2.8.                Conflicting Interests    ..........................    7

ARTICLE III.               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE
                           TRUSTEE
         Section 3.1.                Powers and Duties of the Guarantee Trustee ........    7
         Section 3.2.                Certain Rights of Guarantee Trustee................    8
         Section 3.3.                Indemnity..........................................    10
         Section 3.4.                Expenses...........................................    10

ARTICLE IV.                GUARANTEE TRUSTEE
         Section 4.1.                Guarantee Trustee; Eligibility ....................    10
         Section 4.2.                Appointment, Removal and Resignation of the
                                     Guarantee Trustee .................................    11

ARTICLE V.                 GUARANTEE
         Section 5.1.                Guarantee..........................................    12
         Section 5.2.                Waiver of Notice and Demand........................    12
         Section 5.3.                Obligations Not Affected...........................    12
         Section 5.4.                Rights of Holders..................................    13
         Section 5.5.                Guarantee of Payment...............................    13
         Section 5.6.                Subrogation........................................    13
         Section 5.7.                Independent Obligations............................    14

ARTICLE VI.                COVENANTS AND SUBORDINATION
         Section 6.1.                Subordination......................................    14
         Section 6.2.                Pari Passu Guarantees..............................    14

ARTICLE VII.               TERMINATION
         Section 7.1                 Termination........................................    14


                                       i



                                                                                      
ARTICLE VIII.              MISCELLANEOUS
         Section 8.1.                Successors and Assigns.............................    15
         Section 8.2.                Amendments.........................................    15
         Section 8.3.                Notices............................................    15
         Section 8.4.                Benefit............................................    16
         Section 8.5.                Interpretation.....................................    17
         Section 8.6.                Governing Law..... ................................    17
         Section 8.7.                Counterparts.......................................    17



                                       ii



                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT, dated as of [ ], [ ] is executed and
delivered by M&T BANK CORPORATION, a New York corporation (the "Guarantor"),
having its principal office at One M&T Plaza, Buffalo, New York 14203 and [ ], a
[ ] banking corporation, as trustee (the "Guarantee Trustee"), for the benefit
of the Holders (as defined herein) from time to time of the Capital Securities
(as defined herein) of M&T Capital Trust [IV][V][VI], a Delaware statutory trust
(the "Issuer Trust").

         WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of [ ], [    ], among the Guarantor, as Depositor,
[ ], as Property Trustee (the "Property Trustee"), [    ], as Delaware Trustee
(the "Delaware Trustee") (collectively, the "Issuer Trustees") and the Holders
from time to time of preferred undivided beneficial interests in the assets of
the Issuer Trust, the Issuer Trust is issuing $[    ] aggregate Liquidation
Amount (as defined herein) of its Capital Securities, Liquidation Amount $[ ]
per preferred security (the "Capital Securities"), representing preferred
undivided beneficial interests in the assets of the Issuer Trust and having the
terms set forth in the Trust Agreement;

         WHEREAS, the Capital Securities will be issued by the Issuer Trust and
the proceeds thereof, together with the proceeds from the issuance of the Issuer
Trust's Common Securities (as defined herein), will be used to purchase the
Junior Subordinated Debentures due [ ], [ ] (as defined in the Trust Agreement)
(the "Junior Subordinated Debentures") of the Guarantor which will be deposited
with [ ], as Property Trustee under the Trust Agreement, as trust assets; and

         WHEREAS, as incentive for the Holders to purchase Capital Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Capital Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase of Capital Securities
by each Holder, which purchase the Guarantor hereby acknowledges shall benefit
the Guarantor, and intending to be legally bound hereby, the Guarantor executes
and delivers this Guarantee Agreement for the benefit of the Holders from time
to time of the Capital Securities.

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1.      Definitions.

         As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Trust Agreement or, if not defined therein, in the Indenture
as in effect on the date hereof.



         "Additional Amount" has the meaning specified in the Trust Agreement.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Capital Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

         "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

         "Delaware Trustee" shall have the meaning specified in the first
recital of this Guarantee Agreement.

         "Distributions" means preferential cumulative cash distributions
accumulating from [    ], [ ] and payable [monthly] [quarterly] [semi-annually]
in arrears on [    ], [    ], [    ], and [    ] of each year, commencing [   ],
[ ] at the annual rate of [ ]% of the Liquidation Amount.

         "Event of Default" means (a) a default by the Guarantor in any of its
payment obligations under this Guarantee Agreement, or (b) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

         "Guarantee Agreement" means this Guarantee Agreement, as modified,
amended or supplemented from time to time.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities, to the extent not
paid or made by or on behalf of the Issuer Trust: (a) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Capital Securities, to the extent the Issuer Trust shall have funds on hand
available therefor at such time, (b) the Redemption Price, with respect to the
Capital Securities called for redemption by the Issuer Trust to the extent that
the Issuer Trust shall have funds on hand available therefor at such time, and
(c) upon a voluntary or involuntary termination, winding-up or liquidation of
the Issuer Trust, unless Junior Subordinated Debentures are distributed to the
Holders, the lesser of (i) the Liquidation Amount and all accumulated and unpaid
Distributions to the date of payment to the extent the Issuer Trust shall have
funds on hand available to make such payment at such time and (ii) the amount of
assets of the Issuer Trust remaining available for distribution to Holders in
liquidation of the Issuer Trust (in either case, the "Liquidation
Distribution").

                                       2



         "Guarantee Trustee" means [ ], until a Successor Guarantee Trustee has
been appointed and has accepted such appointment pursuant to the terms of this
Guarantee Agreement and thereafter means each such Successor Guarantee Trustee.

         "Guarantor" shall have the meaning specified in the first paragraph of
this Guarantee Agreement.

         "Holder" means any holder, as registered on the books and records of
the Issuer Trust, of any Capital Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Capital
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the
Guarantor or the Guarantee Trustee.

         "Indenture" means the Junior Subordinated Indenture dated as of [ ], [
], between M&T Bank Corporation and [ ], as trustee, as may be modified, amended
or supplemented from time to time.

         "Issuer Trust" shall have the meaning specified in the first paragraph
of this Guarantee Agreement.

         "Issuer Trustees" shall have the meaning specified in the first recital
of this Guarantee Agreement.

         "Junior Subordinated Debentures" shall have the meaning specified in
the first recital of this Guarantee Agreement.

         "Like Amount" means (a) with respect to a redemption of Capital
Securities, Capital Securities having a Liquidation Amount equal to the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture, the proceeds of which will be used to
pay the Redemption Price of such Capital Securities, (b) with respect to a
distribution of Junior Subordinated Debentures to Holders of Capital Securities
in connection with a dissolution or liquidation of the Issuer Trust, Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Capital Securities of the Holder to whom such Junior Subordinated
Debentures are distributed, and (c) with respect to any distribution of an
Additional Amount to Holders of Capital Securities, Junior Subordinated
Debentures having a principal amount equal to the Liquidation Amount of the
Capital Securities in respect of which such distribution is made.

         "Liquidation Amount" means the stated amount of $[ ] per Capital
Security.

         "Majority in Liquidation Amount of the Capital Securities" means,
except as provided by the Trust Indenture Act, Capital Securities representing
more than 50% of the aggregate Liquidation Amount of all then outstanding
Capital Securities issued by the Issuer Trust.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, Chief Executive Officer,
President or a Vice President, and by the Chief

                                       3



Financial Officer, Treasurer, an Associate Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of such Person, and delivered to the
Guarantee Trustee. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee Agreement
shall include:

                  (a)      a statement by each officer signing the Officers'
Certificate that such officer has read the covenant or condition and the
definitions relating thereto;

                  (b)      a brief statement of the nature and scope of the
examination or investigation undertaken by such officer in rendering the
Officers' Certificate;

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

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

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Property Trustee" shall have the meaning specified in the first
recital of this Guarantee Agreement.

         "Redemption Date" means, with respect to any Capital Security to be
redeemed, the date fixed for such redemption by or pursuant to the Trust
Agreement; provided that each Junior Subordinated Debenture Redemption Date (as
such term is defined in the Indenture) and the stated maturity of the Junior
Subordinated Debentures shall be a Redemption Date for a Like Amount of Capital
Securities.

         "Redemption Price" shall have the meaning specified in the Trust
Agreement.

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

         "Senior Indebtedness" shall have the meaning specified in the
Indenture.

                                       4



         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
[    ], [ ], executed by M&T Bank Corporation, as Depositor, [    ], as Delaware
Trustee, and [ ], as Property Trustee and subscribed to and accepted by the
Administors.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, or any successor statute, in each
case as amended from time to time.

                                   ARTICLE II

                               TRUST INDENTURE ACT

Section 2.1.      Trust Indenture Act; Application.

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

Section 2.2.      List of Holders.

         (a)      In the event that the Guarantee Trustee is not also acting as
the Securities Registrar, the Guarantor will furnish or cause to be furnished to
the Guarantee Trustee:

                  (i)      not less than one day nor more than 15 days prior to
         every Interest Payment Date, a list, in such form as the Guarantee
         Trustee may reasonably require, of the names and addresses of the
         Holders as of such date; and

                  (ii)     at such other times as the Guarantee Trustee may
         request in writing, within 30 days after the receipt by the Guarantor
         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.

         (b)      The Guarantee Trustee shall comply with the requirements of
Section 312(b) of the Trust Indenture Act.

Section 2.3.      Reports by the Guarantee Trustee.

         Within 60 days of January 31 of each year commencing January 31, [ ],
the Guarantee Trustee shall provide to the Holders such reports, if any, as are
required by Section 313 of the Trust Indenture Act in the form and in the manner
provided by Section 313 of the Trust

                                       5



Indenture Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

Section 2.4.      Periodic Reports to the Guarantee Trustee.

         The Guarantor shall provide to the Guarantee Trustee and the Holders
such documents, reports and information, if any, as required by Section 314 of
the Trust Indenture Act and the compliance certificate required by Section 314
of the Trust Indenture Act, in the form, in the manner and at the times required
by Section 314 of the Trust Indenture Act.

Section 2.5.      Evidence of Compliance with Conditions Precedent.

         The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

Section 2.6.      Events of Default; Waiver.

         The Holders of a Majority in Liquidation Amount of the Capital
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

Section 2.7.      Event of Default; Notice.

         (a)      The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notices of all Events of Default known to the Guarantee
Trustee, unless such Events of Default have been cured before the giving of such
notice; provided that, except in the case of a default in the payment of a
Guarantee Payment, the Guarantee Trustee shall be protected in withholding such
notice if and so long as the Board of Directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.

         (b)      The Guarantee Trustee shall not be deemed to have knowledge of
any Event of Default unless a Responsible Officer charged with the
administration of this Guarantee Agreement shall have received written notice of
such Event of Default.

                                       6



Section 2.8.      Conflicting Interests.

         The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                   ARTICLE III

                        POWERS, DUTIES AND RIGHTS OF THE
                                GUARANTEE TRUSTEE

Section 3.1.      Powers and Duties of the Guarantee Trustee.

         (a)      This Guarantee Agreement shall be held by the Guarantee
Trustee for the benefit of the Holders, and the Guarantee Trustee shall not
transfer this Guarantee Agreement to any Person except to a Holder exercising
his or her rights pursuant to Section 5.4(d) or to a Successor Guarantee Trustee
on acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee hereunder. The right, title and interest of the
Guarantee Trustee, as such, hereunder shall automatically vest in any Successor
Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its
appointment hereunder, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Guarantee Trustee.

         (b)      If an Event of Default actually known to a Responsible Officer
of the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
shall enforce this Guarantee Agreement for the benefit of the Holders.

         (c)      The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall be obligated to perform only such duties as are specifically set forth in
this Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

                           (A)      the duties and obligations of the Guarantee
                  Trustee shall be determined solely by the express provisions
                  of this Guarantee Agreement

                                       7



                  (including pursuant to Section 2.1), and the Guarantee Trustee
                  shall not be liable except for the performance of such duties
                  and obligations as are specifically set forth in this
                  Guarantee Agreement (including pursuant to Section 2.1), and
                  no implied covenants or obligations, shall be read into this
                  Guarantee Agreement against the Guarantee Trustee; and

                           (B)      in the absence of bad faith on the part of
                  the Guarantee Trustee, the Guarantee 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 Guarantee Trustee and conforming to
                  the requirements of this Guarantee Agreement; but in the case
                  of any such certificates or opinions that by any provision
                  hereof or of the Trust Indenture Act are specifically required
                  to be furnished to the Guarantee Trustee, the Guarantee
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform to the requirements of this
                  Guarantee Agreement;

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

                  (iii)    the Guarantee Trustee shall not be liable with
         respect to any action taken or omitted to be taken by it in good faith
         in accordance with the direction of the Holders of not less than a
         Majority in Liquidation Amount of the Capital Securities relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Guarantee Trustee, or exercising any trust or power
         conferred upon the Guarantee Trustee under this Guarantee Agreement;
         and

                  (iv)     no provision of this Guarantee Agreement shall
         require the Guarantee 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 the
         Guarantee Trustee shall have reasonable grounds for believing that the
         repayment of such funds or liability is not assured to it under the
         terms of this Guarantee Agreement or adequate indemnity against such
         risk or liability is not reasonably assured to it.

Section 3.2.      Certain Rights of Guarantee Trustee.

         (a)      Subject to the provisions of Section 3.1:

                  (i)      the Guarantee 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, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document reasonably
         believed by it to be genuine and to have been signed, sent or presented
         by the proper party or parties;

                                       8



                  (ii)     any direction or act of the Guarantor contemplated by
         this Guarantee Agreement shall be sufficiently evidenced by an
         Officers' Certificate unless otherwise prescribed herein;

                  (iii)    whenever, in the administration of this Guarantee
         Agreement, the Guarantee Trustee shall deem it desirable that a matter
         be proved or established before taking, suffering or omitting to take
         any action hereunder, the Guarantee Trustee (unless other evidence is
         herein specifically prescribed) may, in the absence of bad faith on its
         part, request and conclusively rely upon an Officers' Certificate
         which, upon receipt of such request from the Guarantee Trustee, shall
         be promptly delivered by the Guarantor;

                  (iv)     the Guarantee Trustee may consult with legal counsel,
         and the advice or written opinion of such legal counsel with respect to
         legal matters shall be full and complete authorization and protection
         in respect of any action taken, suffered or omitted to be taken by it
         hereunder in good faith and in accordance with such advice or opinion.
         Such legal counsel may be legal counsel to the Guarantor or any of its
         Affiliates and may be one of its employees. The Guarantee Trustee shall
         have the right at any time to seek instructions concerning the
         administration of this Guarantee Agreement from any court of competent
         jurisdiction;

                  (v)      the Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee
         Agreement at the request or direction of any Holder, unless such Holder
         shall have provided to the Guarantee Trustee such security and
         indemnity as would satisfy a reasonable person in the position of the
         Guarantee Trustee, against the costs, expenses (including attorneys'
         fees and expenses) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Guarantee Trustee;

                  (vi)     the Guarantee Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Guarantee Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit;

                  (vii)    the Guarantee Trustee may execute any of the trusts
         or powers hereunder or perform any duties hereunder either directly or
         by or through its agents or attorneys, and the Guarantee Trustee shall
         not be responsible for any negligence or willful misconduct on the part
         of any such agent or attorney appointed with due care by it hereunder.
         Nothing herein shall be construed as limiting or restricting the right
         of the Guarantor to bring any action directly against any agent or
         attorney appointed by the Guarantee Trustee for any negligence or
         willful misconduct on the part of such agent or attorney; and

                  (viii)   whenever in the administration of this Guarantee
         Agreement the Guarantee Trustee shall deem it desirable to receive
         instructions with respect to enforcing any remedy or right or taking
         any other action hereunder, the Guarantee Trustee (A) may

                                       9



         request instructions from the Holders, (B) may refrain from enforcing
         such remedy or right or taking such other action until such
         instructions are received and (C) shall be fully protected in relying
         upon or acting in accordance with such instructions.

         (b)      No provision of this Guarantee Agreement shall be deemed to
impose any duty or obligation on the Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on it
in any jurisdiction in which it shall be illegal, or in which the Guarantee
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

Section 3.3.      Indemnity.

         The Guarantor agrees to indemnify the Guarantee Trustee, its directors,
officers, employees and agents for, and to hold them harmless against, any loss,
liability or expense incurred without negligence, willful misconduct or bad
faith on the part of the Guarantee Trustee, its directors, officers, employees
and agents, arising out of or in connection with the acceptance or
administration of this Guarantee Agreement, including the costs and expenses of
defending against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The Guarantee Trustee will
not claim or exact any lien or charge on any Guarantee Payments as a result of
any amount due to it under this Guarantee Agreement. The obligation to indemnify
as set forth in this Section 3.3 shall survive the termination of this Guarantee
Agreement and the resignation or removal of the Guarantee Trustee.

Section 3.4.      Expenses.

         The Guarantor shall from time to time reimburse the Guarantee Trustee
for its reasonable expenses and costs (including reasonable attorneys' or
agents' fees) incurred in connection with the performance of its duties
hereunder.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

Section 4.1.      Guarantee Trustee; Eligibility.

         (a)      There shall at all times be a Guarantee Trustee which shall:

                  (i)      not be an Affiliate of the Guarantor; and

                  (ii)     be a Person that is eligible pursuant to the Trust
         Indenture Act to act as such and has a combined capital and surplus of
         at least $50,000,000, and shall be a corporation meeting the
         requirements of Section 310(a) of the Trust Indenture Act. If such
         corporation publishes reports of condition at least annually, pursuant
         to law or to the requirements of the supervising or examining
         authority, then, for the purposes of this

                                       10



         Section and to the extent permitted by the Trust Indenture Act, 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.

         (b)      If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 4.2(b).

         (c)      If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

Section 4.2.      Appointment, Removal and Resignation of the Guarantee Trustee.

         (a)      No resignation or removal of the Guarantee Trustee and no
appointment of a Successor Guarantee Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the Successor Guarantee
Trustee by written instrument executed by the Successor Guarantee Trustee and
delivered to the Holders and the Guarantee Trustee.

         (b)      Subject to the immediately preceding paragraph, a Guarantee
Trustee may resign at any time by giving written notice thereof to the Holders.
The Guarantor shall appoint a successor by requesting from at least three
Persons meeting the eligibility requirements such Person's expenses and charges
to serve as the Guarantee Trustee, and selecting the Person who agrees to the
lowest expenses and charges. If the instrument of acceptance by the Successor
Guarantee Trustee shall not have been delivered to the Guarantee Trustee within
60 days after the giving of such notice of resignation, the Guarantee Trustee
may petition, at the expense of the Guarantor, any court of competent
jurisdiction for the appointment of a Successor Guarantee Trustee.

         (c)      The Guarantee Trustee may be removed for cause at any time by
Act (within the meaning of Section 6.8 of the Trust Agreement) of the Holders of
at least a Majority in Liquidation Amount of the Capital Securities, delivered
to the Guarantee Trustee.

         (d)      If the Guarantor shall fail to appoint a successor, or if a
Guarantee Trustee shall be removed or become incapable of acting as Guarantee
Trustee, or if any vacancy shall occur in the office of any Guarantee Trustee
for any cause, the Holders of the Capital Securities, by Act of the Holders of
record of not less than 25% in aggregate Liquidation Amount of the Capital
Securities then outstanding delivered to such Guarantee Trustee, shall promptly
appoint a successor Guarantee Trustee. If no Successor Guarantee Trustee shall
have been so appointed by the Holders of the Capital Securities and such
appointment accepted by the Successor Guarantee Trustee, any Holder, on behalf
of himself and all others similarly situated, may petition any court of
competent jurisdiction for the appointment of a Successor Guarantee Trustee.

                                       11



                                    ARTICLE V

                                    GUARANTEE

Section 5.1.      Guarantee.

         The Guarantor irrevocably and unconditionally agrees to pay in full on
a subordinated basis as set forth in Section 6.1 hereof to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by or on
behalf of the Issuer Trust), as and when due, regardless of any defense, right
of set-off or counterclaim which the Issuer Trust may have or assert, except the
defense of payment. The Guarantor's obligation to make a Guarantee Payment may
be satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Issuer Trust to pay such amounts to the Holders. The
Guarantor shall give prompt written notice to the Guarantee Trustee in the event
it makes any direct payment hereunder.

Section 5.2.      Waiver of Notice and Demand.

         The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, the Issuer Trust or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

Section 5.3.      Obligations Not Affected.

         The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

         (a)      the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Capital Securities to be
performed or observed by the Issuer Trust;

         (b)      the extension of time for the payment by the Issuer Trust of
all or any portion of the Distributions (other than an extension of time for
payment of Distributions that results from the extension of any interest payment
period on the Junior Subordinated Debentures as so provided in the Indenture),
Redemption Price, Liquidation Distribution or any other sums payable under the
terms of the Capital Securities or the extension of time for the performance of
any other obligation under, arising out of, or in connection with, the Capital
Securities;

         (c)      any failure, omission, delay or lack of diligence on the part
of the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Capital Securities,
or any action on the part of the Issuer Trust granting indulgence or extension
of any kind;

                                       12



         (d)      the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer Trust or any of the
assets of the Issuer Trust;

         (e)      any invalidity of, or defect or deficiency in, the Capital
Securities;

         (f)      the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

         (g)      any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor (other than
payment of the underlying obligation), it being the intent of this Section 5.3
that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.

Section 5.4.      Rights of Holders.

         The Guarantor expressly acknowledges that: (a) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation
Amount of the Capital Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of this Guarantee Agreement or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any
Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against the Guarantee Trustee, the Issuer Trust or any other
Person.

Section 5.5.      Guarantee of Payment.

         This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Junior Subordinated Debentures
to Holders as provided in the Trust Agreement.

Section 5.6.      Subrogation.

         The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if at the time of any such
payment, any

                                       13



amounts are due and unpaid under this Guarantee Agreement. If any amount shall
be paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.

Section 5.7.      Independent Obligations.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer Trust with respect to the Capital
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

Section 6.1.      Subordination.

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Indebtedness of the Guarantor to the extent and in the manner set forth in the
Indenture with respect to the Junior Subordinated Debentures, and the provisions
of Article [XIII] of the Indenture will apply, mutatis mutandis, to the
obligations of the Guarantor hereunder. The obligations of the Guarantor
hereunder do not constitute Senior Indebtedness of the Guarantor.

Section 6.2.      Pari Passu Guarantees.

         The obligations of the Guarantor under this Guarantee Agreement shall
rank pari passu with any similar guarantee agreements issued by the Guarantor on
behalf of the holders of preferred or capital securities issued by the Issuer
Trust and with any other security, guarantee or other obligation that is
expressly stated to rank pari passu with the obligations of the Guarantor under
this Guarantee Agreement.

                                   ARTICLE VII

                                   TERMINATION

Section 7.1.      Termination.

         This Guarantee Agreement shall terminate and be of no further force and
effect upon (a) full payment of the Redemption Price of all Capital Securities,
(b) the distribution of Junior Subordinated Debentures to the Holders in
exchange for all of the Capital Securities or (c) full payment of the amounts
payable in accordance with Article [IX] of the Trust Agreement upon liquidation
of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement
will continue to be effective or will be reinstated, as the case may be, if at
any time any Holder is

                                       14



required to repay any sums paid with respect to the Capital Securities or this
Guarantee Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 8.1.      Successors and Assigns.

         All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article [VIII] of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder, and any purported assignment that is not in accordance
with these provisions shall be void.

Section 8.2.      Amendments.

         Except with respect to any changes that do not materially adversely
affect the rights of the Holders (in which case no consent of the Holders will
be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Capital Securities. The provisions of Article [VI] of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

Section 8.3.      Notices.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied (confirmed by delivery of the original) or
mailed by first class mail as follows:

         (a)      if given to the Guarantor, to the address or telecopy number
set forth below or such other address or telecopy number or to the attention of
such other Person as the Guarantor may give notice to the Holders:

                           M&T Bank Corporation
                           One M&T Plaza
                           Buffalo, NY 14203
                           Facsimile No.: (716) 842-5021
                           Attention: Corporate Secretary

                                       15



         (b)      if given to the Issuer Trust, in care of the Guarantee
Trustee, at the Issuer Trust's (and the Guarantee Trustee's) address set forth
below or such other address or telecopy number or to the attention of such other
Person as the Guarantee Trustee on behalf of the Issuer Trust may give notice to
the Holders:

                           M&T Capital Trust [IV][V][VI]
                           c/o M&T Bank Corporation
                           One M&T Plaza
                           Buffalo, NY 14203
                           Facsimile No.: (716) 842-5021
                           Attention: [Corporate Finance]

                           with a copy to:
                           [   ]
                           [   ]
                           [   ]
                           Facsimile No.: [   ]
                           Attention: [   ]

         (c)      if given to the Guarantee Trustee:

                           [   ]
                           [   ]
                           [   ]
                           Facsimile No.: [   ]
                           Attention: [   ]

         (d)      if given to any Holder, at the address set forth on the books
and records of the Issuer Trust.

         All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

Section 8.4.      Benefit.

         This Guarantee Agreement is solely for the benefit of the Holders and
is not separately transferable from the Capital Securities.

                                       16



Section 8.5.      Interpretation.

         In this Guarantee Agreement, unless the context otherwise requires:

         (a)      capitalized terms used in this Guarantee Agreement but not
defined in the preamble hereto have the respective meanings assigned to them in
Section 1.1;

         (b)      a term defined anywhere in this Guarantee Agreement has the
same meaning throughout;

         (c)      all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

         (d)      all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

         (e)      a term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

         (f)      a reference to the singular includes the plural and vice
versa; and

         (g)      the masculine, feminine or neuter genders used herein shall
include the masculine, feminine and neuter genders.

Section 8.6.      Governing Law.

         THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

Section 8.7.      Counterparts.

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

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                       17



         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                    M&T BANK CORPORATION
                                    as Guarantor

                                        By:____________________________________
                                        Name:
                                        Title:

                                    [  ],
                                    as Guarantee Trustee
                                    and not in its individual capacity

                                        By:____________________________________
                                        Name:
                                        Title:

                                       18


                                                                 Exhibit 5(a)

                 [Letterhead of Wachtell, Lipton, Rosen & Katz]


                                January 19, 2005



M&T Bank Corporation
One M&T Plaza
Buffalo, New York  14203

M&T Capital Trust IV
M&T Capital Trust V
M&T Capital Trust VI
c/o M&T Bank Corporation
One M&T Plaza
Buffalo, New York  14203

Ladies and Gentlemen:

         We have acted as special counsel for M&T Bank Corporation, a New York
corporation (the "Company"), and M&T Capital Trust IV, M&T Capital Trust V and
M&T Capital Trust VI, each of which is a Delaware statutory business trust
(each, a "Trust" and, collectively, the "Trusts"), in connection with the
preparation and filing by the Company with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3, as it may
be amended (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of the offer and sale by
the Company and the Trusts, from time to time pursuant to the provisions of Rule
415 under the Securities Act, of up to $3 billion aggregate initial offering
price of:

                  (i) senior debt securities (the "Senior Debt Securities") and
subordinated debt securities (the "Subordinated Debt Securities" and,
collectively with the Senior Debt Securities, the "Debt Securities");

                  (ii) shares of preferred stock, par value $1.00 per share (the
"Preferred Stock"), which may be issued in the form of depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Depositary
Receipts");

                  (iii) shares of common stock, par value $0.50 per share (the
"Common Stock");

                  (iv) warrants to purchase Debt Securities, Preferred Stock,
Depositary Shares or Common Stock (the "Warrants" and, collectively with the
Debt Securities, Preferred Stock, Depositary Shares and Common Stock, the
"Securities") of the Company;


January 19, 2005
Page 2

                  (v) capital securities of each of the Trusts (the "Capital
Securities"), representing an undivided preferred beneficial interest in the
assets of the applicable Trust;

                  (vi) guarantees by the Company, on a subordinated basis, of
the payment of distributions and the redemption or liquidation price of the
Capital Securities (the "Guarantees"); and

                  (vii) junior subordinated debentures (the "Debentures")
issuable by the Company to the Trusts pursuant to a junior subordinated
indenture to be entered into between the Company and a trustee (the "Junior
Subordinated Indenture").

         In this connection, we have reviewed: (i) the Restated Certificate of
Incorporation, as amended (the "Certificate"), and the Amended and Restated
Bylaws (the "Bylaws"), of the Company; (ii) the Registration Statement as filed
with the Commission on January 19, 2005; (iii) the forms of indenture relating
to the Debt Securities, the form of depositary agreement relating to the
Depositary Shares, the form of warrant agreement relating to the Warrants, the
certificates of trust, trust agreements and forms of amended and restated trust
agreements relating to the Capital Securities, the form of guarantee agreement
relating to the Guarantees, and the form of Junior Subordinated Indenture, each
in the form included as an exhibit to the Registration Statement; (iv) certain
resolutions adopted by the Board of Directors of the Company; and (v) such other
documents, records and papers as we have deemed necessary or appropriate in
order to give the opinions set forth herein. We have, with your consent, relied
as to factual matters on certificates or other documents or information
furnished by the Company or its officers and by governmental authorities and
upon such other documents and data that we have deemed appropriate or necessary
as a basis for the opinions hereinafter expressed. In such review, we have
assumed the genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals, the conformity with
the originals of all documents submitted to us as copies or as retrieved from
the Securities and Exchange Commission's EDGAR database, and the authenticity of
the originals of such latter documents. We have also assumed, and have no
information to the contrary, that the resolutions of the Board of Directors of
the Company relating to the Registration Statement and the transactions
contemplated thereby provided to us accurately reflect the actions taken at
meetings duly called and held at which a quorum was present and acting
throughout, and that no action has been taken to rescind or modify such
resolutions.

         Based upon the foregoing, we are of the opinion that, except as limited
by (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws
now or hereafter in effect relating to creditors' rights generally, (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law), (iii) requirements that a claim with respect to
any Securities denominated other than in United States dollars (or a judgment
denominated other than in United States dollars with respect to such a claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (iv) governmental authority to limit,
delay, or prohibit the making of payments outside the United States or in
foreign currency or currencies, or currency unit or units, or composite currency
or currencies:


January 19, 2005
Page 3

         1. With respect to the Debt Securities, when the Registration Statement
has become effective under the Act, the indentures relating to the Senior Debt
Securities and Subordinated Debt Securities have been duly authorized, executed
and delivered by each of the parties thereto substantially in the forms filed as
exhibits to the Registration Statement, the terms of the Senior Debt Securities
or Subordinated Debt Securities, as the case may be, and of their issuance and
sale have been duly established in conformity with the applicable indenture and
any supplemental indenture that may be required so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, and the Senior Debt Securities or Subordinated Debt Securities, as
the case may be, have been duly executed and authenticated in accordance with
the applicable indenture and issued and sold as contemplated in the Registration
Statement, the Senior Debt Securities or Subordinated Debt Securities, as the
case may be, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement, will
constitute valid and legally binding obligations of the Company;

         2. The Preferred Stock has been duly authorized and, when the
Registration Statement has become effective under the Act, a certificate of
amendment to the Certificate relating to the designation of the Preferred Stock
has been duly filed with the Secretary of State of the State of New York, the
terms of the Preferred Stock and of its issuance and sale have been duly
established in conformity with the Certificate and the applicable amendment so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Preferred Stock has been duly issued and
sold as contemplated by the Registration Statement, upon payment of the
consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement, the Preferred Stock will be validly issued,
fully paid and nonassessable;

         3. With respect to Depositary Shares, when the Registration Statement
has become effective under the Act, the deposit agreement relating to the
Depositary Shares (the "Deposit Agreement") to be entered into between the
Company and a bank or trust company selected by the Company to act as depositary
thereunder (the "Depositary") has been duly authorized, executed and delivered
by each of the parties thereto substantially in the form filed as an exhibit to
the Registration Statement, the terms of the Depositary Shares and of their
issuance and sale have been duly established in conformity with the Deposit
Agreement so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, the Preferred Stock represented by
the Depositary Shares has been duly authorized, validly issued, fully paid and
delivered to the Depositary and the Depositary Receipts evidencing the
Depositary Shares have been executed and countersigned in accordance with the
Deposit Agreement and issued against deposit of the Preferred Stock as
contemplated by the Registration Statement and the Deposit Agreement, and the
Depositary Shares have been duly issued and sold as contemplated by the
Registration Statement, upon payment of the consideration therefor provided for
in the applicable definitive purchase, underwriting or similar agreement, the
Depositary Receipts



January 19, 2005
Page 4

evidencing the Depositary Shares will be validly issued and will entitle the
holders thereof to the rights specified in the Depositary Shares and the
Deposit Agreement;

         4. The Common Stock has been duly authorized and, when the Registration
Statement has become effective under the Act, the terms of the sale of the
Common Stock have been duly established in conformity with the Certificate so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding on the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Common Stock has been duly issued and
sold as contemplated by the Registration Statement, upon payment of the
consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement, the Common Stock will be validly issued,
fully paid and nonassessable;

         5. With respect to the Warrants, when the Registration Statement has
become effective under the Act, the warrant agreement relating to the Warrants
(the "Warrant Agreement") has been duly authorized, executed and delivered
substantially in the form filed as an exhibit to the Registration Statement, the
terms of the Warrants and of their issuance and sale have been duly established
in conformity with the Warrant Agreement so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company, and the
Warrants have been duly executed and countersigned in accordance with the
Warrant Agreement and issued and sold as contemplated in the Registration
Statement and the Warrant Agreement, upon payment of the consideration therefor
provided for in the applicable definitive purchase, underwriting or similar
agreement, the Warrants will constitute valid and legally binding obligations of
the Company; and

         6. With respect to the Debentures and Guarantees, when the Registration
Statement has become effective under the Act, the guarantee agreement relating
to the Guarantee of the Capital Securities of a Trust (the "Guarantee
Agreement") has been duly authorized, executed and delivered by each of the
parties thereto substantially in the form filed as an exhibit to the
Registration Statement, the amended and restated trust agreement relating to the
issuance of Capital Securities by such Trust (the "Amended and Restated Trust
Agreement") has been duly authorized, executed and delivered by each of the
parties thereto substantially in the form filed as an exhibit to the
Registration Statement, the Junior Subordinated Indenture has been duly
authorized, executed and delivered by each of the parties thereto substantially
in the form filed as an exhibit to the Registration Statement, the terms of the
corresponding Debentures and of their issuance and sale have been duly
established in conformity with the Junior Subordinated Indenture so as not to
violate any applicable law or result in a default under, or breach of, any
agreement or instrument binding on the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Debentures have been duly executed and
authenticated in accordance with the Junior Subordinated Indenture and issued
and sold to such Trust as contemplated in the Registration Statement, the terms
of the Capital Securities and of their issuance and sale by such Trust have been
duly established in conformity with the Trust's Amended and Restated Trust
Agreement so



January 19, 2005
Page 5

as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon such Trust and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over such Trust, and the Capital Securities have been duly
authorized, executed, authenticated, issued and sold in accordance with the
Amended and Restated Trust Agreement and as contemplated in the Registration
Statement, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement, the
Debentures and the Guarantee relating to the Capital Securities of such Trust
will constitute valid and legally binding obligations of the Company.

         In connection with the opinions expressed above, we have assumed with
your consent that, at or prior to the time of the delivery of any of such
Securities, Capital Securities and Guarantees, (i) the members of the Board of
Directors of the Company, themselves or as so delegated, shall have approved the
specific sale and issuance of such Securities, Capital Securities or Guarantees
(including the terms thereof) and shall not have modified or rescinded the duly
authorized issuance and sale of such Securities, Capital Securities or
Guarantees, as the case may be, (ii) the Registration Statement and any
post-effective amendments shall have been declared effective and such
effectiveness shall not have been terminated or rescinded, (iii) the final
version of the Registration Statement shall not be substantially different from
the versions we have reviewed, (iv) the final versions of the indentures
relating to the Debt Securities, the Deposit Agreement, the Warrant Agreement,
the Amended and Restated Trust Agreement, the Guarantee Agreement and the Junior
Subordinated Indenture, as the case may be, shall not be substantially different
from the versions we reviewed, (v) the trustees (as described in the
Registration Statement) and the applicable indentures and trust agreements, as
the case may be, shall have been duly qualified under the Trust Indenture Act of
1939, as amended, and the rules and regulations thereunder, (vi) (a) the Company
shall have full power and authority to execute, deliver and perform the
obligations set forth in the applicable documents, (b) the applicable documents
shall have been duly authorized, executed and delivered by the Company and the
other parties thereto, (c) the execution and delivery of the applicable
documents and the performance by the Company of its obligations thereunder shall
not have violated, breached or otherwise given rise to a default under the terms
or provisions of the Certificate as then in effect or the Bylaws as then in
effect or of any material contract, commitment or other obligation to which the
Company is then a party, and such execution, delivery and performance shall
comply with any requirement or restriction imposed by any court or governmental
body then having jurisdiction over the Company, and (vii) there shall not have
occurred any change in law affecting the validity or enforceability of such
Securities, Capital Securities or Guarantees, as the case may be. We have also
assumed that none of the terms of any Securities, Capital Securities or
Guarantees to be established subsequent to the date hereof, nor the issuance and
sale of such Securities, Capital Securities or Guarantees, nor the compliance by
the Company with the terms of such Securities, Capital Securities or Guarantees,
will violate any applicable law or will result in a violation of any provision
of any instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the Company.



January 19, 2005
Page 6

         We are not members of the Bar of any jurisdiction other than the State
of New York and, with your consent, we express no opinion as to the law of any
jurisdiction other than the laws of the State of New York and the federal laws
of the United States.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the caption "Validity of
Securities" in the prospectus that is a part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
General Rules and Regulations promulgated thereunder.



                                         Very truly yours,

                                         /s/ Wachtell, Lipton, Rosen & Katz

                                         Wachtell, Lipton, Rosen & Katz


                                                                  EXHIBIT (5)(b)


                            RICHARDS, LAYTON & FINGER
                           A PROFESSIONAL ASSOCIATION
                                ONE RODNEY SQUARE
                              920 NORTH KING STREET
                           WILMINGTON, DELAWARE 19801
                                 (302) 651-7700
                               FAX: (302) 651-7701
                                   WWW.RLF.COM


                                 January 18, 2005



M&T Capital Trust IV, M&T Capital
Trust V and M&T Capital Trust VI
c/o M&T Bank Corporation
One M&T Plaza
Buffalo, NY 14203

      Re:   M&T Capital Trust IV, M&T Capital Trust V and M&T Capital Trust VI

Ladies and Gentlemen:

      We have acted as special Delaware counsel for M&T Capital Trust IV ("Trust
IV"), M&T Capital Trust V ("Trust V") and M&T Capital Trust VI ("Trust VI"),
each a Delaware statutory trust (each, a "Trust" and collectively, the
"Trusts"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.

      We have examined and relied upon such records, documents, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinions expressed below, including the following documents:

      (a)   The Trust Agreement for Trust IV, dated as of July 7, 2003, between
            M&T Bank Corporation, a New York corporation (the "Company"), and
            The Bank of New York (Delaware), a Delaware banking corporation, as
            trustee (the "Trustee");

      (b)   The Trust Agreement for Trust V, dated as of July 7, 2003, between
            the Company and the Trustee;

      (c)   The Trust Agreement for Trust VI, dated as of July 7, 2003, between
            the Company and the Trustee (the documents identified in items (a)
            through (c) being collectively referred to as the "Original Trust
            Agreements");

      (d)   A certified copy of the Certificate of Trust for Trust IV, as filed
            with the Office of the Secretary of State of the State of Delaware
            (the "Secretary of State") on July 7, 2003;

M&T Capital Trust IV, M&T Capital
Trust V and M&T Capital Trust VI
January 18, 2005
Page 2


      (e)   A certified copy of the Certificate of Trust for Trust V, as filed
            with the Secretary of State on July 7, 2003;

      (f)   A certified copy of the Certificate of Trust for Trust VI, as filed
            with the Secretary of State on July 7, 2003 (the documents
            identified in items (d) through (f) being collectively referred to
            as the "Certificates of Trust");

      (g)   A form of Amended and Restated Trust Agreement for each Trust, among
            the Company, the trustees named therein (the "Amended and Restated
            Trust Agreements;" and, together with the Original Trust Agreements,
            the "Trust Agreements");

      (h)   The Registration Statement (the "Registration Statement") on Form
            S-3, including a preliminary prospectus with respect to the Company
            and each Trust (the "Prospectus"), relating to the capital
            securities of each Trust (each, a "Capital Security," and
            collectively, the "Capital Securities"), to be filed by the Company
            and the Trusts with the Securities and Exchange Commission (the
            "Commission") on or about January 18, 2005; and

      (i)   A Certificate of Good Standing for each Trust, each dated the date
            hereof, 2005, obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.

      As to various questions of fact material to our opinion, we have relied
upon the representations made in the foregoing documents and upon certificates
of officers of the Company. With respect to all documents examined by us, we
have assumed (i) the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents submitted to
us as copies or forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that each Trust
Agreement is in full force and effect and has not been amended, (ii) except to
the extent provided in paragraph 1 below, the due creation or due organization
or due formation, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each
of the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (v)
the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom Capital
Securities are to be issued by the Trusts (collectively, the "Capital Securities
Holders") of a Capital Securities Certificate for such Capital Securities and
the payment for the Capital Securities acquired by it, in accordance with the
Trust Agreements and as contemplated by the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Securities
Holders in accordance with the Trust Agreements and as contemplated by the
Registration Statement. We have not participated in the preparation of the
Registration

M&T Capital Trust IV, M&T Capital
Trust V and M&T Capital Trust VI
January 18, 2005
Page 3


Statement (except for providing this opinion) or the Prospectus and assume no
responsibility for their contents, other than this opinion.

      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. Each Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C.
Section 3801, et seq.

      2. The Capital Securities of each Trust have been duly authorized by each
Trust Agreement and, when executed and delivered in accordance with the Trust
Agreement, will be duly and validly issued and, subject to the qualifications
set forth in paragraph 3 below, fully paid and non-assessable undivided
beneficial interests in the assets of their respective Trust.

      3. The Capital Securities Holders, as beneficial owners of the Trusts,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Securities
Holders may be obligated to make payments as set forth in the Trust Agreements.

      We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement. In addition, we hereby consent to the reference
to us as local counsel under the headings "Validity of Securities" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.

                                    Very truly yours,


                                    /s/ Richards, Layton & Finger, P.A.

EAM



                                                                 Exhibit (12)(a)


M&T BANK CORPORATION
COMPUTATIONS OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
($'S IN THOUSANDS)


                                                     NINE MONTHS
                                                         ENDED                           YEAR ENDED DECEMBER 31,
                                                   SEPTEMBER 30, 2004    2003         2002        2001          2000        1999
                                                   ------------------    ----         ----        ----          ----        ----
                                                                                                         
EXCLUDING INTEREST ON DEPOSITS:
- -------------------------------
Fixed Charges:
     Interest Expense (excluding interest on
      deposits)                                  $       190,339        247,316     237,872     335,391       318,304      212,758
     Interest Factor Within Rent Expense(a)               14,882         17,170      10,401      10,553         9,283        8,056
                                                   --------------------------------------------------------------------------------
         Total Fixed Charges                             205,221        264,486     248,273     345,944       327,587      220,814
                                                   ================================================================================
Earnings:
     Income Before Income Taxes                          776,694        850,670     675,905     551,639       422,303      400,592
     Fixed Charges                                       205,221        264,486     248,273     345,944       327,587      220,814
                                                   --------------------------------------------------------------------------------
         Total Earnings                                  981,915      1,115,156     924,178     897,583       749,890      621,406
                                                   ================================================================================
Ratio of Earnings to Fixed Charges, Excluding
     Interest on Deposits                        x          4.78           4.22        3.72        2.59          2.29         2.81
                                                   ================================================================================
INCLUDING INTEREST ON DEPOSITS:
- -------------------------------
Fixed Charges:
     Interest Expense                            $       397,405        527,810     594,514     943,597       918,597      719,234
     Interest Factor Within Rent Expense(a)               14,882         17,170      10,401      10,553         9,283        8,056
                                                   --------------------------------------------------------------------------------
         Total Fixed Charges                             412,287        544,980     604,915     954,150       927,880      727,290
                                                   ================================================================================
Earnings:
     Income Before Income Taxes                          776,694        850,670     675,905     551,639       422,303      400,592
     Fixed Charges                                       412,287        544,980     604,915     954,150       927,880      727,290
                                                   --------------------------------------------------------------------------------
         Total Earnings                          $     1,188,981      1,395,650   1,280,820   1,505,789     1,350,183    1,127,882
                                                   ================================================================================
Ratio of Earnings to Fixed Charges, Including
     Interest on Deposits                        x          2.88           2.56        2.12        1.58          1.46         1.55
                                                   ================================================================================


(a) The portion of rents shown as representative of the interest factor is
    one-third of total net operating lease expenses.



        Effective January 1, 2003, M&T began recognizing expense for stock-based
compensation using the fair value based method of accounting described in
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," as amended. M&T has chosen the retroactive
restatement method described in SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," which amended SFAS No. 123. As a
result, financial information for all prior periods presented above have been
restated to reflect the salaries and employee benefits expense that would have
been recognized had the recognition provisions of SFAS No. 123 been applied to
all awards granted to employees after January 1, 1995.










                                                                   Exhibit 12(b)


M&T BANK CORPORATION
COMPUTATIONS OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
($'S IN THOUSANDS)


                                                        NINE MONTHS
                                                           ENDED                             YEAR ENDED DECEMBER 31,
                                                     SEPTEMBER 30, 2004         2003       2002       2001        2000       1999
                                                     ------------------         ----       ----       ----        ----       ----
                                                                                                          
EXCLUDING INTEREST ON DEPOSITS:
- -------------------------------
Fixed Charges:
     Interest Expense (excluding interest on deposits)   $    190,339          247,316    237,872    335,391     318,304    212,758
     Interest Factor Within Rent Expense(a)                    14,882           17,170     10,401     10,553       9,283      8,056
     Preferred Stock Dividends                                      -                -          -          -           -          -
                                                            ----------  -----------------------------------------------------------
         Total Fixed Charges                                  205,221          264,486    248,273    345,944     327,587    220,814
                                                            ==========  ===========================================================
Earnings:
     Income Before Income Taxes                               776,694          850,670    675,905    551,639     422,303    400,592
     Fixed Charges - Excluding Preferred Stock
      Dividends                                               205,221          264,486    248,273    345,944     327,587    220,814
                                                            ----------  -----------------------------------------------------------
         Total Earnings                                  $    981,915        1,115,156    924,178    897,583     749,890    621,406
                                                            ==========  ===========================================================
Ratio of Earnings to Fixed Charges, Excluding
     Interest on Deposits                                x       4.78             4.22       3.72       2.59        2.29       2.81
                                                            ==========  ===========================================================
INCLUDING INTEREST ON DEPOSITS:
- -------------------------------
Fixed Charges:
     Interest Expense                                    $    397,405          527,810    594,514    943,597     918,597    719,234
     Interest Factor Within Rent Expense(a)                    14,882           17,170     10,401     10,553       9,283      8,056
     Preferred Stock Dividends                                      -                -          -          -           -          -
                                                            ----------  -----------------------------------------------------------
         Total Fixed Charges                                  412,287          544,980    604,915    954,150     927,880    727,290
                                                            ==========  ===========================================================
Earnings:
     Income Before Income Taxes                               776,694          850,670    675,905    551,639     422,303    400,592
     Fixed Charges - Excluding Preferred Stock
      Dividends                                               412,287          544,980    604,915    954,150     927,880    727,290
                                                            ----------  -----------------------------------------------------------
         Total Earnings                                  $  1,188,981        1,395,650  1,280,820  1,505,789   1,350,183  1,127,882
                                                            ==========  ===========================================================
Ratio of Earnings to Fixed Charges, Including
     Interest on Deposits                                x       2.88             2.56       2.12       1.58        1.46       1.55
                                                            ==========  ===========================================================


(a) The portion of rents shown as representative of the interest factor is
    one-third of total net operating lease expenses.




        Effective January 1, 2003, M&T began recognizing expense for
stock-based compensation using the fair value based method of accounting
described in Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation," as amended. M&T has chosen the
retroactive restatement method described in SFAS No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure," which amended SFAS No.
123. As a result, financial information for all prior periods presented above
have been restated to reflect the salaries and employee benefits expense that
would have been recognized had the recognition provisions of SFAS No. 123 been
applied to all awards granted to employees after January 1, 1995.



                                                                 Exhibit (23)(a)






            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 17, 2004 relating to the
financial statements, which appears in M&T Bank Corporation's Annual Report on
Form 10-K for the year ended December 31, 2003. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

/s/PricewaterhouseCoopers LLP
Buffalo, New York
January 18, 2005



                                                                      Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and/or
officers of M&T Bank Corporation, a corporation organized under the laws of the
State of New York (the "Corporation"), hereby constitute and appoint Robert G.
Wilmers, Michael P. Pinto, Michael S. Piemonte, Richard A. Lammert and Brian R.
Yoshida, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and to affix
his or her seal to and file with the Securities and Exchange Commission (or any
other governmental or regulatory authority) a registration statement (the
"Registration Statement") on Form S-3 or any other appropriate form, and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating to
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), and pursuant to Rule 415 thereunder, of (i) the Corporation's unsecured
debt securities ("Debt Securities") which may include junior subordinated debt
obligations to be issued to one or more grantor trusts to be formed by the
Corporation ("Trusts"), (ii) shares of the Corporation's common stock, par value
$0.50 per share ("Common Stock"), (iii) shares of the Corporation's preferred
stock, par value $1.00 per share ("Preferred Stock"), (iv) warrants for the
purchase of Debt Securities, Common Stock, Depositary Shares (as hereinafter
defined) or Preferred Stock ("Warrants") and (v) guarantees by the Corporation
of the preferred trust interests of one or more Trusts, with a proposed maximum
aggregate offering price for such Debt Securities, Common Stock, Preferred Stock
and Warrants of up to $3,000,000,000, plus (i) an indeterminate number of shares
of Common Stock issuable (A) upon conversion of shares of Preferred Stock, to
the extent any of such shares of Preferred Stock are by their terms convertible
into Common Stock or (B) upon exercise of Warrants, (ii) an indeterminate number
of shares of Preferred Stock (A) in the form of depositary shares ("Depositary
Shares") to be evidenced by depositary receipts to be issued pursuant to a
Deposit Agreement in the event the Corporation elects to offer to the public
fractional interests in shares of Preferred Stock and (B) upon exercise of
Warrants and (iii) an indeterminate amount of Debt Securities issuable upon
exercise of Warrants; and in connection with any and all amendments to the
Registration Statement and all instruments necessary or in connection therewith,
including to sign the Registration Statement and any and all amendments and
supplements relating thereto (including stickers and post-effective amendments),
in the name and on behalf of the Corporation and in the name and on behalf of
such officer or director of the Corporation, to sign any and all additional
registration statements relating to the same offering of securities as the
Registration Statement that are filed pursuant to Rule 462(b) under the
Securities Act, to attest to the seal of the Corporation thereon, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory organization, hereby granting
to such attorneys-in-fact and agents, each acting alone, the full power and
authority to do and perform every act and thing requisite, necessary or
advisable to be done in and about the premises, as fully and to all intents and
purposes as any such officer or director might or could do in person; and such
persons are authorized to take or cause to be taken any and all such further
actions in connection therewith in the name and on behalf of the Corporation as
they, in their sole discretion, deem necessary or appropriate;

         And each of the undersigned hereby ratifies and confirms all that any
said attorney-in-fact and agent, or any substitute, lawfully does or causes to
be done by virtue hereof.

         IN WITNESS WHEREOF, each of the undersigned directors and/or officers
has hereunto set his or her hand as of the date specified.

Dated: May 20, 2003



/s/ Robert G. Wilmers
- ---------------------------------
Robert G. Wilmers                        Chairman of the Board, President and
                                         Chief Executive Officer and Director

/s/ Michael P. Pinto
- ---------------------------------
Michael P. Pinto                         Executive Vice President and Chief
                                         Financial Officer

/s/ Michael R. Spychala
- ---------------------------------
Michael R. Spychala                      Senior Vice President and Controller

/s/ William F. Allyn
- ---------------------------------
William F. Allyn                         Director

/s/ Brent D. Baird
- ---------------------------------
Brent D. Baird                           Director

/s/ Robert J. Bennett
- ---------------------------------
Robert J. Bennett                        Director

/s/ C. Angela Bontempo
- ---------------------------------
C. Angela Bontempo                       Director

/s/ Robert T. Brady
- ---------------------------------
Robert T. Brady                          Director

/s/ Michael D. Buckley
- ---------------------------------
Michael D. Buckley                       Director

/s/ Patrick J. Callan
- ---------------------------------
Patrick J. Callan                        Director

/s/ R. Carlos Carballada
- ---------------------------------
R. Carlos Carballada                     Director

/s/ T. Jefferson Cunningham III
- ---------------------------------
T. Jefferson Cunningham III              Director

- ---------------------------------
Donald Devorris                          Director

/s/ Richard E. Garman
- ---------------------------------
Richard E. Garman                        Director

                                        2



/s/ James V. Glynn
- -------------------------------
James V. Glynn                           Director

/s/ Daniel R. Hawbaker
- -------------------------------
Daniel R. Hawbaker                       Director

/s/ Patrick W.E. Hodgson
- -------------------------------
Patrick W.E. Hodgson                     Director

/s/ Gary Kennedy
- -------------------------------
Gary Kennedy                             Director

/s/ Richard G. King
- -------------------------------
Richard G. King                          Director

/s/ Reginald B. Newman, II
- -------------------------------
Reginald B. Newman, II                   Director

/s/ Jorge G. Pereira
- -------------------------------
Jorge G. Pereira                         Vice Chairman and Director

/s/ Robert E. Sadler, Jr.
- -------------------------------
Robert E. Sadler, Jr.                    Director

/s/ Eugene J. Sheehy
- -------------------------------
Eugene J. Sheehy                         Director

/s/ Stephen G. Sheetz
- -------------------------------
Stephen G. Sheetz                        Director

/s/ John L. Vensel
- -------------------------------
John L. Vensel                           Director

/s/ Herbert L. Washington
- -------------------------------
Herbert L. Washington                    Director

                                       3