CITY HOLDING CO
S-4, 1998-08-28
NATIONAL COMMERCIAL BANKS
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                                                    Registration No. 333-_____
    As filed with the Securities and Exchange Commission on August 28, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                              CITY HOLDING COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
      West Virginia                         6712                     55-0619957
(State or other jurisdiction     (Primary Standard Industrial     (I.R.S. Employer
of incorporation or organization) Classification Code Number)    Identification No.)

                           CITY HOLDING CAPITAL TRUST
             (Exact name of registrant as specified in its charter)

        Delaware                            6733                     55-0760924
(State or other jurisdiction     (Primary Standard Industrial     (I.R.S. Employer
of incorporation or organization) Classification Code Number)    Identification No.)

</TABLE>

                               25 Gatewater Road
                        Charleston, West Virginia 25313
                                 (304) 769-1100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                 STEVEN J. DAY
                            Chief Executive Officer
                              City Holding Company
                               25 Gatewater Road
                        Charleston, West Virginia 25313
                                 (304) 769-1100
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy To:
                              LATHAN M. EWERS, JR.
                               Hunton & Williams
                              951 East Byrd Street
                         Richmond, Virginia 23219-4074
                                 (804) 788-8269

            Approximate date of commencement of the proposed sale of
                         the securities to the public:

  As soon as practicable after the Registration Statement becomes effective.

   If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

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

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

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

                     -----------------------------------

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
     =====================================================================================
<S> <C>
                                             Proposed
                                              Maximum     Proposed Maximum
      Title of Each Class      Amount     Offering Price      Aggregate       Amount of
         of Securities         to be            Per        Offering Price   Registration
       to be Registered      Registered   Share/Unit (1)         (1)           Fee (2)
     -------------------------------------------------------------------------------------
     Exchange Capital
     Securities of
     City Holding  Capital
     Trust ............... 30,000 shares      $1,000         $30,000,000      $8,850.00
     -------------------------------------------------------------------------------------
     Exchange Junior
     Subordinated
     Debentures  due April
     1, 2028 (3)..........      (5)             --               --              --
     =====================================================================================
     Guarantee of Capital
     Securities by
     City Holding  Company
     (4)..................      (5)             --               --              --
     =====================================================================================
</TABLE>

(1)Represents the Liquidation Amount of the 9.15% Capital Securities originally
   issued by City Holding Capital Trust (the "Trust") on March 31, 1998 (the
   "Old Capital Securities") which are to be exchanged hereunder for newly
   issued 9.15% Capital Securities of the Trust (the "Exchange Capital
   Securities") and the principal amount of Junior Subordinated Deferrable
   Interest Debentures originally issued by the Company on March 31, 1998 (the
   "Old Junior Subordinated Debentures) which are to be exchange hereunder for
   newly issued Junior Subordinated Deferrable Interest Debentures (the
   "Exchange Junior Subordinated Debentures").

(2)The registration fee is calculated in accordance with Section 6 of the
   Securities Act of 1933, as amended.

(3)The Exchange Junior Subordinated Debentures may later be distributed for no
   additional consideration to the holders of the Exchange Capital Securities of
   the Issuer Trust upon its dissolution and the distribution of its assets.

(4)No separate consideration will be received by City Holding Company (the
   "Company") for the Guarantee.

(5)This Registration Statement is deemed to cover the Exchange Junior
   Subordinated Debentures of the Company, the rights of holders of the Exchange
   Junior Subordinated Debentures under the Junior Subordinated Indenture (as
   defined herein), the rights of holders of the Exchange Capital Securities
   under the Trust Agreement (as defined here), and the rights of holders of the
   Exchange Capital Securities under the Guarantee.

      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 of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



<PAGE>



PROSPECTUS

                          CITY HOLDING CAPITAL TRUST
                            OFFER TO EXCHANGE ITS
                           9.15% CAPITAL SECURITIES
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
         WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                      FOR ANY AND ALL OF ITS OUTSTANDING
                           9.15% CAPITAL SECURITIES
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
             UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY
                             CITY HOLDING COMPANY

      THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
         YORK CITY TIME, ON ____________, 1998, UNLESS EXTENDED.


      City Holding Capital Trust, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby offers, upon the terms and
subject to the conditions set forth in this Prospectus (as the same may be
amended or supplemented from time to time, the "Prospectus") and in the
accompanying Letter of Transmittal (which together constitute the "Exchange
Offer"), to exchange up to $30,000,000 aggregate Liquidation Amount of its 9.15%
Capital Securities (the "Exchange Capital Securities") which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for a like Liquidation Amount of its outstanding
9.15% Capital Securities (the "Old Capital Securities"), of which $30,000,000
aggregate Liquidation Amount is outstanding. Pursuant to the Exchange Offer,
City Holding Company, a West Virginia corporation (the "Company"), is also
offering to exchange (i) its guarantee of payments of cash distributions and
payments on liquidation of the Trust or redemption of the Old Capital Securities
(the "Old Guarantee") for a like guarantee in respect of the Exchange Capital
Securities (the "Guarantee") and (ii) all of its outstanding 9.15% Junior
Subordinated Deferrable Interest Debentures due April 1, 2028 (the "Old Junior
Subordinated Debentures") for a like aggregate principal amount of its 9.15%
Junior Subordinated Deferrable Interest Debentures due April 1, 2028 (the
"Exchange Debentures"), which Guarantee and Exchange Debentures also have been
registered under the Securities Act. The Old Capital Securities, the Old
Guarantee and the Old Junior Subordinated Debentures are collectively referred
to herein as the "Old Securities" and the Exchange Capital Securities, the
Guarantee and the Exchange Debentures are collectively referred to herein as the
"Exchange Securities." In addition, as the context may require, unless expressly
stated otherwise, (i) "Capital Securities" includes the Old Capital Securities
and the Exchange Capital Securities (as defined herein), (ii) "Junior
Subordinated Debentures" includes the Old Junior Subordinated Debentures and the
Exchange Debentures (as defined herein) and (iii) "Guarantee" includes the Old
Guarantee and the Guarantee (as defined herein).

      The terms of the Exchange Securities are identical in all material
respects to the respective terms of the Old Securities, except that (i) the
Exchange Securities have been registered under the Securities Act and therefore
generally will not be subject to certain restrictions on transfer applicable to
the Old Securities, (ii) the Exchange Capital Securities will not provide for
any increase in the Distribution rate thereon, and (iii) the Exchange Debentures
will not provide for any increase in the interest rate thereon. See "Description
of Exchange Capital Securities" and "Description of Old Securities." The
Exchange Capital Securities are being offered for exchange in order to satisfy
certain obligations of the Company and the Trust under a Registration Rights
Agreement dated as of March 31, 1998 (the "Registration Rights Agreement") among
the Company, the Trust and the Initial Purchasers (as defined herein). In the
event that the Exchange Offer is consummated, any Old Capital Securities which
remain outstanding after consummation of the Exchange Offer and the Exchange
Capital Securities issued in the Exchange Offer will vote together as a single
class for purposes of determining whether holders of the requisite percentage in
outstanding Liquidation Amount thereof have taken certain actions or exercised
certain rights under the Trust Agreement.

<PAGE>

      This Prospectus and the Letter of Transmittal are first being mailed to
all holders of Capital Securities on ___________, 1998.

      SEE "RISK  FACTORS"  COMMENCING  ON PAGE _____ FOR  CERTAIN  INFORMATION
THAT  SHOULD BE  CONSIDERED  BY  HOLDERS  IN  DECIDING  WHETHER  TO TENDER OLD
CAPITAL SECURITIES IN THE EXCHANGE OFFER.

THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE
                       CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is _______, 1998.


<PAGE>



      The Capital Securities offered hereby represent preferred undivided
beneficial interests in the assets of City Holding Capital Trust, a statutory
business trust created under the laws of the State of Delaware (the "Trust").
City Holding Company, a West Virginia corporation (the "Company"), is the holder
of all the beneficial interests represented by common securities of the Trust
(the "Common Securities" and, collectively with the Capital Securities, the
"Trust Securities"). The Trust exists for the sole purpose of issuing the Trust
Securities and investing the proceeds thereof in Junior Subordinated Debentures,
and engaging in only those other activities necessary, convenient or incidental
thereto. The Junior Subordinated Debentures will mature on April 1, 2028 (the
"Stated Maturity"). The Capital Securities will have a preference under certain
circumstances over the Common Securities with respect to cash distributions and
amounts payable on liquidation, redemption or otherwise. See "Description of
Exchange Securities--Description of Exchange Capital Securities--Subordination
of Common Securities."

      Holders of Exchange Capital Securities will be entitled to receive
preferential cumulative cash distributions, accumulating from the date of
original issuance and payable semi-annually in arrears on the first day of April
and October of each year, commencing October 1, 1998, at an annual rate of 9.15%
on the Liquidation Amount of $1,000 per Capital Security ("Distributions"). The
distribution rate and the distribution payment dates and other payment dates for
the Exchange Capital Securities will correspond to the interest rate and the
interest payment dates and other payment dates on the Junior Subordinated
Debentures, which will be the sole assets of the Trust. The Company has the
right to defer payment of interest on the Junior Subordinated Debentures at any
time or from time to time for a period not exceeding 10 consecutive semi-annual
periods with respect to each deferral period (each, an "Extension Period"),
provided that no Extension Period may extend beyond the Stated Maturity of the
Junior Subordinated Debentures. No interest shall be due and payable during any
Extension Period, except at the end thereof. Upon the termination of any such
Extension Period and the payment of all amounts then due, the Company may elect
to begin a new Extension Period subject to the requirements set forth herein. If
interest payments on the Junior Subordinated Debentures are so deferred,
Distributions on the Capital Securities will also be deferred and the Company
will not be permitted, subject to certain exceptions described herein, to
declare or pay any cash distributions with respect to the Company's capital
stock or to make any payment with respect to debt securities of the Company that
rank pari passu with or junior to the Junior Subordinated Debentures. During an
Extension Period, interest on the Junior Subordinated Debentures will continue
to accrue (and the amount of Distributions to which holders of the Capital
Securities are entitled will accumulate) at the rate of 9.15% per annum,
compounded semi-annually, and holders of Capital Securities will be required to
accrue interest income for United States federal income tax purposes. See
"Description of Junior Subordinated Debentures--Option to Extend Interest
Payment Period" and "Certain Federal Income Tax Consequences--Interest Income
and Original Issue Discount."

      The Company has, through the Guarantee Agreement, the Trust Agreement, the
Junior Subordinated Debentures and the Junior Subordinated Indenture (each as
defined herein), taken together, fully, irrevocably and unconditionally
guaranteed all of the Trust's obligations under the Capital Securities, as
described below. See "Relationship Among the Exchange Capital Securities, the
Exchange Debentures and the Guarantee--Full and Unconditional Guarantee." The
Old Guarantee of the Company guarantees, and the Guarantee will guarantee, the
payment of Distributions and payments on liquidation or redemption of the
Capital Securities, but only in each case to the extent of funds held by the
Trust, as described herein. See "Description of Guarantee." If the Company does
not make payments on the Junior Subordinated Debentures held by the Trust, the
Trust may have insufficient funds to pay Distributions on the Capital
Securities. The Old Guarantee and the Guarantee do not cover payment of
Distributions when the Trust does not have sufficient funds to pay such
Distributions. In such event, a holder of Capital Securities may institute a
legal proceeding directly against the Company to enforce payment of such
Distributions to such holder. See "Description of Junior Subordinated
Debentures--Enforcement of Certain Rights By Holders of Capital Securities." The
obligations of the Company under the Old Guarantee and the Guarantee and the
Capital Securities are subordinate and junior in right of payment to all Senior
Indebtedness (as defined in "Description of Junior Subordinated
Debentures--Subordination") of the Company.

      The Capital Securities are subject to mandatory redemption (i) in whole,
but not in part, upon repayment of the Junior Subordinated Debentures at the
Stated Maturity or their earlier redemption in whole upon the occurrence of a
Tax Event, an Investment Company Event or a Capital Treatment Event (each as
defined herein) and (ii) in whole or in part at any time on or after April 1,
2008 contemporaneously with the optional redemption by the

<PAGE>

Company of the Junior Subordinated Debentures in whole or in part. The Junior
Subordinated Debentures are redeemable prior to maturity at the option of the
Company (i) on or after April 1, 2008, in whole at any time or in part from time
to time, or (ii) in whole, but not in part, at any time within 90 days following
the occurrence and continuation of a Tax Event, Investment Company Event or
Capital Treatment Event (each as defined herein), in each case at a redemption
price set forth herein, which includes the accrued and unpaid interest on the
Junior Subordinated Debentures so redeemed to the date fixed for redemption. The
ability of the Company to exercise its rights to redeem the Junior Subordinated
Debentures or to cause the redemption of the Capital Securities prior to the
Stated Maturity may be subject to prior regulatory approval by the Board of
Governors of the Federal Reserve System (the "Federal Reserve"), if then
required under applicable Federal Reserve capital guidelines or policies. See
"Description of Junior Subordinated Debentures--Redemption" and "Description of
Capital Securities--Liquidation Distribution Upon Dissolution."

      The holders of the outstanding Common Securities have the right at any
time to dissolve the Trust and, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, to cause the Junior Subordinated
Debentures to be distributed to the holders of the Capital Securities and Common
Securities in liquidation of the Trust. The ability of the Company to dissolve
the Trust may be subject to prior regulatory approval of the Federal Reserve, if
then required under applicable Federal Reserve capital guidelines or policies.
See "Description of Capital Securities--Liquidation Distribution Upon
Dissolution."

      In the event of the dissolution of the Trust, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, the holders
of the Capital Securities will be entitled to receive a Liquidation Amount of
$1,000 per Capital Security plus accumulated and unpaid Distributions thereon to
the date of payment, subject to certain exceptions, which may be in the form of
a distribution of such amount in Junior Subordinated Debentures. See
"Description of Capital Securities--Liquidation Distribution Upon Dissolution."

      The Old Junior Subordinated Debentures were, and the Exchange Debentures
will be, unsecured and subordinated to all Senior Indebtedness of the  Company.
See "Description of Junior Subordinated Debentures--Subordination."

      Prospective  purchasers  must  carefully  consider the  restrictions  on
purchase set forth in "Certain ERISA Considerations."

      The Exchange Capital Securities are eligible for trading in the Private
Offering, Resales and Trading through Automated Linkages Market ("PORTAL"). The
Company does not intend to apply for listing of the Exchange Capital Securities
on any securities exchange or for inclusion of the Exchange Capital Securities
on any automated quotation system.

      As used herein, (i) the "Junior Subordinated Indenture" means the Junior
Subordinated Indenture, as amended and supplemented from time to time, between
the Company and The Chase Manhattan Bank, as trustee (the "Debenture Trustee"),
pursuant to which the Junior Subordinated Debentures are issued, (ii) the "Trust
Agreement" means the Amended and Restated Trust Agreement relating to the Trust,
as amended and supplemented from time to time, among the Company, as Depositor,
The Chase Manhattan Bank, as Property Trustee (the "Property Trustee"), Chase
Manhattan Bank Delaware, as Delaware Trustee (the "Delaware Trustee")
(collectively, the "Issuer Trustees"), the Administrators (as defined herein)
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust, and (iii) the "Guarantee" means the
Guarantee Agreement relating to the Capital Securities, as amended and
supplemented from time to time, between the Company and The Chase Manhattan
Bank, as Guarantee Trustee.




<PAGE>



      THE JUNIOR SUBORDINATED DEBENTURES ARE DIRECT AND UNSECURED OBLIGATIONS OF
THE COMPANY, DO NOT EVIDENCE DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

                              --------------------

      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
THE CAPITAL SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASE OR HOLDING
IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY 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.
ANY PURCHASER OR HOLDER OF THE CAPITAL SECURITIES OR ANY INTEREST THEREIN THAT
IS A PLAN OR A PLAN ASSET ENTITY OR IS PURCHASING SUCH SECURITIES ON BEHALF OF
OR WITH "PLAN ASSETS" OF ANY PLAN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT (A) 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, (B) THE COMPANY AND THE
ADMINISTRATORS (AS DEFINED HEREIN) ARE NOT "FIDUCIARIES" WITHIN THE MEANING OF
SECTION 3(21) OF ERISA AND THE REGULATIONS THEREUNDER, WITH RESPECT TO SUCH
PERSON'S INTEREST IN THE CAPITAL SECURITIES OR THE JUNIOR SUBORDINATED
DEBENTURES, AND (C) IN PURCHASING THE CAPITAL SECURITIES SUCH PERSON APPROVES
THE PURCHASE OF THE JUNIOR SUBORDINATED DEBENTURES AND THE APPOINTMENT OF THE
ISSUER TRUSTEES (AS DEFINED HEREIN). SEE "NOTICE TO INVESTORS" AND "CERTAIN
ERISA CONSIDERATIONS."

                              --------------------

      The Trust is making the Exchange Offer of the Exchange Capital Securities
in reliance on the position of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the "Commission") as set forth in
certain interpretive letters addressed to third parties in other transactions.
However, neither the Company nor the Trust has sought its own interpretive
letter and there can be no assurance that the staff of the Division of
Corporation Finance of the Commission would make a similar determination with
respect to the Exchange Offer as it has in such interpretive letters to third
parties. Based on these interpretations by the staff of the Division of
Corporation Finance of the Commission, and subject to the two immediately
following sentences, the Company and the Trust believe that Exchange Capital
Securities issued pursuant to this Exchange Offer in exchange for Old Capital
Securities may be offered for resale, resold and otherwise transferred in
$100,000 minimum principal amount by a holder thereof (other than a holder who
is a broker-dealer) without further compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that such
Exchange Capital Securities are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution (within the
meaning of the Securities Act) of such Exchange Capital Securities. However, any
holder of Old Capital Securities who is an "affiliate" of the Company or the
Trust or who intends to participate in the Exchange Offer for the purpose of
distributing Exchange Capital Securities, or any broker-dealer who purchased Old
Capital Securities from the Trust for resale pursuant to Rule 144A under the
Securities Act ("Rule 144A") or any other available exemption under the
Securities Act, (a) will not be able to rely on the interpretations of
interpretive letters, (b) will not be permitted or entitled to tender such Old
Capital Securities in the Exchange Offer and (c) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or other transfer of such Old Capital Securities (other
than pursuant to the Exchange Offer) unless such sale is made pursuant to an
exemption from such requirements. In addition, as described below, if any
broker-dealer holds Old Capital Securities acquired for its own account as a
result of market-making or other trading activities and exchanges such Old
Capital Securities for Exchange Capital Securities, then such broker-dealer must
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such Exchange Capital Securities.

<PAGE>

      Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for Exchange Capital Securities in the Exchange Offer will be
required to represent that (i) it is not an "affiliate" of the Company or the
Trust, (ii) any Exchange Capital Securities to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such Exchange Capital Securities, and (iv) if
such holder is not a broker-dealer, such holder is not engaged in, and does not
intend to engage in, a distribution (within the meaning of the Securities Act)
of such Exchange Capital Securities. In addition, the Company and the Trust may
require such holder, as a condition to such holder's eligibility to participate
in the Exchange Offer, to furnish to the Company and the Trust (or an agent
thereof) in writing information as to the number of "beneficial owners" (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) on behalf of whom such holder holds the Old Capital
Securities to be exchanged in the Exchange Offer. Each broker-dealer that
receives Exchange Capital Securities for its own account pursuant to the
Exchange Offer must acknowledge that it acquired the Old Capital Securities for
its own account as the result of market-making activities or other trading
activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Capital Securities. The Letter of Transmittal states that, by so
acknowledging and by delivering a prospectus a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
Based on the position taken by the staff of the Division of Corporation Finance
of the Commission in the interpretive letters referred to above, the Company and
the Trust believe that broker-dealers who acquired Old Capital Securities for
their own accounts, as a result of market-making activities or other trading
activities ("Participating Broker-Dealers"), may fulfill their prospectus
delivery requirements with respect to the Exchange Capital Securities received
upon exchange of such Old Capital Securities (other than Old Capital Securities
which represent an unsold allotment from the original sale of the Old Capital
Securities) with a prospectus meeting the requirements of the Securities Act,
which may be the prospectus prepared for an exchange offer so long as it
contains a description of the plan of distribution with respect to the resale of
such Exchange Capital Securities. Accordingly, this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer during the period referred to below in connection with resales of
Exchange Capital Securities received in exchange for Old Capital Securities
where such Old Capital Securities were acquired by such Participating
Broker-Dealer for its own account as a result of market-making or other trading
activities. Subject to certain provisions set forth in the Registration Rights
Agreement, the Company and the Trust have agreed that this Prospectus, as it may
be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such Exchange Capital Securities for
a period ending 90-days after the Expiration Date (as defined herein) (subject
to extension under certain limited circumstances described below) or, if
earlier, when all such Exchange Capital Securities have been disposed of by such
Participating Broker-Dealer. See "Plan of Distribution." However, a
Participating Broker-Dealer who intends to use this Prospectus in connection
with the resale of the Exchange Capital Securities received in exchange for Old
Capital Securities pursuant to the Exchange Offer must notify the Company or the
Trust, or cause the Company or the Trust to be notified, on or prior to the
Expiration Date, that it is a Participating Broker-Dealer. Such notice may be
given in the space provided for that purpose in the Letter of Transmittal or may
be delivered to the Exchange Agent at one of the addresses set forth herein
under "The Exchange Offer--Exchange Agent." Any Participating Broker-Dealer who
is an "affiliate" of the Company or the Trust may not rely on such interpretive
letters and must comply with the registration and prospectus delivery
requirements of the Securities act in connection with any resale transaction.
See "The Exchange Offer--Resales of Exchange Capital Securities."

      In that regard, each Participating Broker-Dealer who surrenders Old
Capital Securities pursuant to the Exchange Offer will be deemed to have agreed,
by execution of the Letter of Transmittal or by transmission of an Agent's
Message (as defined below) in lieu thereof, that, upon receipt of notice from
the Company or the Trust of the occurrence of any event or the discovery of any
fact which makes any statement contained or incorporated by reference in this
Prospectus untrue in any material respect or which causes this Prospectus to
omit to state a material fact necessary in order to make the statements
contained or incorporated by reference herein, in light of the

<PAGE>

circumstances under which they were made, not misleading or of the occurrence of
certain other events specified in the Registration Rights Agreement, such
Participating Broker-Dealer will suspend the sale of the Exchange Capital
Securities (or the Exchange Debentures, as applicable) pursuant to this
Prospectus until the Company or the Trust has amended or supplemented this
Prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented Prospectus to such Participating Broker-Dealer or
the Company or the Trust has given notice that the sale of the Exchange Capital
Securities (or the Guarantee or the Exchange Debentures, as applicable) may be
resumed, as the case may be. If the Company or the Trust gives such notice to
suspend the sale of the Exchange Capital Securities (or the Guarantee or the
Exchange Debentures, as applicable), it shall extend the 90-day period referred
to above during which Participating Broker-Dealers are entitled to use this
Prospectus in connection with the resale of Exchange Capital Securities by the
number of days during the period from and including the date of the giving of
such notice and including the date when Participating Broker-Dealers shall have
received copies of the amended or supplemental Prospectus necessary to permit
resales of the Exchange Capital Securities or to and including the date on which
the Company or the Trust has given notice that the sale of Exchange Capital
Securities (or the Guarantee or the Exchange Debentures, as applicable) may be
resumed, as the case may be.

      Prior to the Exchange Offer, there has been only a limited secondary
market and no public market for the Old Capital Securities. The Exchange Capital
Securities will be a new issue of securities for which there currently is no
market. Although the Initial Purchasers have informed the Company and the Trust
that they each currently intend to make a market in the Exchange Capital
Securities, they are not obligated to do so, and any such market making may be
discontinued at any time without notice. Accordingly, there can be no assurance
as to the development or liquidity of any market for the Exchange Capital
Securities. The Company and the Trust currently do not intend to apply for
listing of the Exchange Capital Securities on any securities exchange or for
inclusion in the Nasdaq Stock Market, the electronic securities market operated
by the National Association of Securities Dealers, Inc. ("Nasdaq").

      Any Old Capital Securities not tendered and accepted in the Exchange Offer
will remain outstanding and will be entitled to all the same rights and will be
subject to the same limitations applicable thereto under the Trust Agreement
(except for those rights which terminated upon consummation of the Exchange
Offer). Following consummation of the Exchange Offer, the holders of Old Capital
Securities will continue to be subject to all of the existing restrictions upon
transfer thereof and neither the Company nor the Trust will have any further
obligation to such holders (other than under certain limited circumstances) to
provide for registration under the Securities Act of the Old Capital Securities
held by them. To the extent that Old Capital Securities are tendered and
accepted in the Exchange Offer, a holder's ability to sell untendered Old
Capital Securities could be adversely affected. See "Risk Factors--Consequences
of a Failure to Exchange Old Capital Securities."

      THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ THIS PROSPECTUS
AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER.

      Old Capital Securities may be tendered for exchange on or prior to 5:00
p.m., New York City time, on ___________________, 1998 (such time on such date
being hereinafter called the "Expiration Date"), unless the Exchange Offer is
extended by the Company or the Trust (in which case the term "Expiration Date"
shall mean the latest date and time to which the Exchange Offer is extended).
Tenders of Old Capital Securities may be withdrawn at any time on or prior to
the Expiration Date. The Exchange Offer is not conditioned upon any minimum
Liquidation Amount of Old Capital Securities being tendered for exchange.
However, the Exchange Offer is subject to certain events and conditions which
may be waived by the Company or the Trust and to the terms and provisions of the
Registration Rights Agreement. Old Capital Securities may be tendered in whole
or in part having an aggregate Liquidation Amount of not less than $100,000 (100
Capital Securities) or any integral multiple of $1,000 Liquidation Amount (one
Capital Security) in excess thereof. The Company has agreed to pay all expenses
of the Exchange Offer. See "The Exchange Offer--Fees and Expenses." Holders of
the Old Capital Securities whose Old Capital Securities are accepted for
exchange will not receive Distributions on such Old Capital Securities and will
be deemed to have waived the right to receive any Distributions on such Old
Capital Securities accumulated from and after March 31, 1998. Accordingly,
holders of Exchange Capital Securities as of the record date for the payment of
Distributions on October 1, 1998 will be entitled to receive Distributions
accumulated from and including March 31, 1998.

<PAGE>

      Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the Exchange Capital Securities offered hereby. No dealer-manager is
being used in connection with this Exchange Offer. See "Use of Proceeds" and
"Plan of Distribution."

      NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THIS EXCHANGE
OFFER AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE TRUST. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY OR THE TRUST SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR ANYONE TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.

                              --------------------



<PAGE>




                              TABLE OF CONTENTS


AVAILABLE INFORMATION.......................................................

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................

SUMMARY.....................................................................
      City Holding Company..................................................
      City Holding Capital Trust............................................
      The Exchange Offer....................................................
      The Exchange Capital Securities.......................................
      Risk Factors..........................................................

RISK FACTORS................................................................

Consequences Of A Failure To Exchange Old Capital Securities................

Absence Of Public Market....................................................

Exchange Offer Procedures...................................................
      Ranking of Subordinated Obligations Under the Guarantee and the
          Junior Subordinated Debentures....................................
      Status of the Company as a Bank Holding Company.......................
      Option to Extend Interest Payment Period; Tax Consequences............
      Tax Event, Investment Company Event or Capital Treatment Event
          Redemption........................................................
      Possible Tax Law Changes..............................................
      Exchange of Capital Securities for Junior Subordinated Debentures.....
      Rights Under the Guarantee............................................
      Limited Voting Rights.................................................
      Market Prices.........................................................
      Growth................................................................
      Competition...........................................................
      Risks Associated with New Business Lines and LTV Lending..............
      Prepayment Risk Associated with Securitizations.......................
      Developments in Technology............................................

USE OF PROCEEDS.............................................................

CITY HOLDING COMPANY........................................................
      General...............................................................

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES............................

CITY HOLDING CAPITAL TRUST..................................................

ACCOUNTING TREATMENT........................................................

THE EXCHANGE OFFER..........................................................
      Purpose of the Exchange Offer.........................................
      Terms of the Exchange Offer...........................................

<PAGE>

      Acceptance for Exchange and Issuance of Exchange Capital
          Securities........................................................
      Resales of Exchange Capital Securities................................
      Withdrawal Rights.....................................................
      Distributions on Exchange Capital Securities..........................
      Conditions to the Exchange Offer......................................
      Exchange Agent........................................................
      Fees and Expenses.....................................................

DESCRIPTION OF EXCHANGE CAPITAL SECURITIES..................................
      General...............................................................
      Distributions.........................................................
      Redemption............................................................
      Redemption Procedures.................................................
      Subordination of Common Securities....................................
      Liquidation Distribution Upon Dissolution.............................
      Events of Default; Notice.............................................
      Removal of Issuer Trustees; Appointment of Successors.................
      Merger or Consolidation of Issuer Trustees............................
      Mergers, Consolidations, Amalgamations or Replacements of the
          Trust.............................................................
      Voting Rights; Amendment of the Trust Agreement.......................
      Book Entry, Delivery and Form.........................................
      Expenses and Taxes....................................................
      Restrictions on Transfer..............................................
      Payment and Paying Agency.............................................
      Registrar and Transfer Agent..........................................
      Information Concerning the Property Trustee...........................
      Miscellaneous.........................................................
      Governing Law.........................................................

DESCRIPTION OF EXCHANGE DEBENTURES..........................................
      General...............................................................
      Option to Extend Interest Payment Period..............................
      Redemption............................................................
      Additional Sums.......................................................
      Registration, Denomination and Transfer...............................
      Restrictions on Certain Payments; Certain Covenants of the Company....
      Modification of Junior Subordinated Indenture.........................
      Debenture Events of Default...........................................
      Enforcement of Certain Rights by Holders of Capital Securities........
      Consolidation, Merger, Sale of Assets and Other Transactions..........
      Satisfaction and Discharge............................................
      Subordination.........................................................
      Information Concerning the Debenture Trustee..........................
      Restrictions on Transfer..............................................
      Governing Law.........................................................

DESCRIPTION OF GUARANTEE....................................................
      General...............................................................
      Status of the Guarantee...............................................
      Amendments and Assignment.............................................
      Events of Default.....................................................
      Information Concerning the Guarantee Trustee..........................
      Termination of the Guarantee..........................................
      Governing Law.........................................................

<PAGE>

RELATIONSHIP AMONG THE EXCHANGE CAPITAL SECURITIES, THE EXCHANGE
    DEBENTURES AND THE GUARANTEE............................................
      Full and Unconditional Guarantee......................................
      Sufficiency of Payments...............................................
      Enforcement Rights of Holders of Exchange Capital Securities..........
      Limited Purpose of Trust..............................................
      Rights Upon Dissolution...............................................

CERTAIN FEDERAL INCOME TAX CONSEQUENCES.....................................
      General...............................................................
      Classification of the Junior Subordinated Debentures..................
      Exchange of Capital Securities........................................
      Classification of the Trust...........................................
      Interest Income and Original Issue Discount...........................
      Market Discount and Amortizable Premium...............................
      Distribution of Junior Subordinated Debentures to Holders of
          Capital Securities................................................
      Sales or Redemption of Capital Securities.............................
      Backup Withholding Tax and Information Reporting......................
      United States Alien Securityholders...................................
      Possible Tax Law Changes..............................................

CERTAIN ERISA CONSIDERATIONS................................................

SUPERVISION, REGULATION AND OTHER MATTERS...................................

PLAN OF DISTRIBUTION........................................................

VALIDITY OF NEW SECURITIES..................................................

EXPERTS.....................................................................

INDEX TO FINANCIAL INFORMATION..............................................

<PAGE>




                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center,
14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Such information may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov.). City Holding
common stock is quoted on Nasdaq, and reports, proxy statements, and other
information concerning City Holding may be inspected and copied at the offices
of Nasdaq, 1735 K Street, N.W., Washington, D.C. 20006.

      No separate financial statements of the Trust have been included herein.
The Company and the Trust do not consider that such financial statements would
be material to holders of the Exchange Capital Securities because the Trust is a
newly formed 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 Junior Subordinated Debentures and
issuing the Trust Securities. See "City Holding Capital Trust" and "Description
of Exchange Securities." In addition, the Company does not expect that the Trust
will file reports under the Exchange Act with the Commission.

      This Prospectus constitutes a part of a registration statement on Form S-4
(the "Registration Statement") filed by the Company and the Trust with the
Commission under the Securities Act. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company, the Trust
and the Exchange Securities. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:

         (1) Annual Report on Form 10-K for the year ended December 31, 1997;

         (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
             and

         (3) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.

      All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the New Securities offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part of this
Prospectus from the date of filing of such document. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

<PAGE>

      As used herein, the terms "Prospectus" and "herein" mean this Prospectus
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where reference is made to the particular provisions of such contract or other
document, such provisions are qualified in all respects by reference to all of
the provisions of such contract or other document. The Company will provide
without charge to any person to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the foregoing
documents incorporated by reference herein (other than exhibits not specifically
incorporated by reference into the texts of such documents). Requests for such
documents should be directed to: City Holding Company, 25 Gatewater Road,
Charleston, West Virginia 25313, Attention: Investor Relations Department,
Telephone 304/769-1102.

      This Prospectus may contain or incorporate by reference statements which
may constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Prospective investors
are cautioned that any such forward-looking statements are not guarantees for
future performance and involve risks and uncertainties, and that actual results
may differ materially from those contemplated by such forward-looking
statements. Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking statements
include significant fluctuations in interest rates, inflation, economic
recession, significant changes in the federal and state legal and regulatory
environment and tax laws, significant under performance in the Company's
portfolio of outstanding loans, and competition in the Company's markets.
Neither the Company nor the Trust undertakes any obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.


       On August 7, 1998, the Company announced that it had entered into a
definitive aggrement and plan of reorganization to merge with Horizon Bancorp,
Inc. (Horizon). For additional information about this transaction, see "City
Holding Company" and "Index to Financial Information." The following information
regarding Horizon filed with the Commission is incorporated into this Prospectus
by reference:

     (1) The Consolidated Financial Statements of Horizon for the years ended
December 31, 1997, 1996, and 1995, as incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 1997; and

     (2) The Consolidated Financial Statements of Horizon for the six months
ended June 30, 1998, as included in its Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.

<PAGE>



                                    SUMMARY

      The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus.

                              City Holding Company

      The Company is a registered bank holding company, chartered under the laws
of the State of West Virginia, and headquartered in Charleston, West Virginia.
At June 30, 1998, the Company had total consolidated assets of approximately
$1.5 billion, total consolidated deposits of approximately $1.1 billion, and
total consolidated shareholders' equity of approximately $126 million.

     Through its lead bank subsidiary, City National Bank of West Virginia
("City National" or the "Bank"), the Company provides a wide variety of retail
and commercial banking products and services to individuals and small--and
medium-sized businesses through 43 banking offices in the State of West
Virginia. Effective April 1, 1998, the Company consummated its acquisition of
Del Amo. Headquartered in Torrance, California, Del Amo is a federally-chartered
savings bank with total assets and total deposits of approximately $116 million
and $102 million, respectively at March 31, 1998. Del Amo operates three
locations in Southern California and complements the Company's mortgage loan
origination businesses located in Irvine and Costa Mesa, California.

      The Company has experienced significant growth through acquisitions,
having acquired 11 depository and five non-depository institutions since 1985,
adding approximately $700 million in assets and 29 branch offices to the
Company's franchise. In addition, the Company has started six de novo
operations, including one depository institution. While the strategy of the
Company is to permit its various banking operations to be responsive to the
markets in which they operate, the Company has consolidated all back-office
functions, including portions of the credit underwriting, investment portfolio
management, and loan review functions. To promote responsiveness to customer
requests and operational efficiency, the Company has emphasized the use of
technology, including check imaging.

      
     The Company maintains  a diverse loan portfolio which consists of
commercial, real estate, and consumer loans to customers in its markets. At June
30, 1998, the Company had non-performing loans, consisting of non-accrual,
past-due, and restructured credits of $7.4 million, or 0.79% of gross loans. Net
charge-offs through June 30, 1998 were 0.12% of average loans. The allowance for
loan losses at June 30, 1998, was 0.93% of gross loans and 117.81% of
non-performing loans. Additionally, the Company's net charge-offs to average
loans ratio has averaged 0.19% over the five years ended December 31, 1997.

      By implementing its core banking strategy, the Company has been able to
maintain solid financial performance despite operating in highly competitive
markets. Despite competition from community, regional, and super-regional
institutions, the Company has captured market share, increasing its share of
West Virginia's deposits from 4.15% in 1993 to 4.80% in 1997. For the six months
ended June 30, 1998, the Company's return on average assets and return on
average equity were 0.94% and 11.13%, respectively.

      In addition to its core banking operation, the Company has developed a
significant mortgage banking franchise. City Mortgage Services (CMS), a division
of City National, is a specialty loan servicing company with operations in Cross
Lanes, West Virginia and Costa Mesa, California. CMS focuses on servicing niche
loan products through its servicing systems which are designed to the specific
requirements of sub-prime mortgage, non-conforming mortgage, home improvement,
home equity, and other similar loan products. At June 30, 1998, CMS had a total
mortgage loan servicing portfolio of over 54,000 accounts approximating $1.3
billion in principal balance.

      Through City National, the Company also operates one wholesale and three
retail loan origination platforms. The wholesale division acquires high
loan-to-value and other junior lien mortgage loans through a network of
correspondent lenders. The retail divisions, two of which are located in
Southern California and one located in West Virginia, originate high
loan-to-value and other junior lien mortgage loans nationwide through
solicitations of potential borrowers via mass advertising and telemarketing
campaigns.

<PAGE>

      Whether acquired through the correspondent network or originated on a
retail basis, these high loan-to-value loans are typically sold to independent
third parties or securitized within 90-180 days. Loans sold to independent third
parties are typically sold servicing released. However, the Company retains the
right to service loans included in its asset-backed securitization program.
Through June 30, 1998, the Company had completed three securitization
transactions involving the securitization of approximately $183 million of high
loan-to-value mortgage loans.

      On June 29, 1998, the Company (through City National) completed its
strategic investment in Mego Mortgage Corporation (Mego), a specialty financial
services company that originates and purchases conventional home improvement,
high loan-to-value debt consolidation, and other similar loans. As part of an
overall recapitalization of Mego completed by several investors, the Company
invested $10 million to acquire 10,000 shares of Mego Series A Preferred Stock,
which is convertible into 6.7 million shares of Mego common stock. The Company
also acquired an option to purchase an additional 6.7 million shares of Mego
common stock at a price of $1.50 per share. Concurrent with this investment, CMS
acquired the right to service approximately $536 million of consumer mortgage
loans previously serviced by Mego and the exclusive right to service up to an
additional $1 billion of mortgage loans originated or acquired by Mego in the
future.

       On August 7, 1998, the Company announced that it had entered into a
definitive agreement and plan of reorganization to merge with Horizon. The
combined company would have total assets in excess of $2.5 billion, rank third
in deposit market share in the State of West Virginia and rank among the Top 100
banks in the country in terms of market capitalization. The transaction will be
accounted for as a pooling of interests and is expected to close during the
first quarter of 1999.

      The Company intends to take advantage of the consolidation of the
financial services industry by further developing its franchise through the
acquisition of financial institutions and other entities engaged in lines of
businesses permissible for banks and bank holding companies, including community
banking organizations, mortgage operations, and technology-related firms.

      The Company's principal executive offices are located at 25 Gatewater
Road, Charleston, West Virginia, 25313, and the telephone number at such address
is (304) 769-1100.

      For additional information regarding the Company and its financial
condition and results of operations, see "City Holding Company" and
"Capitalization."

                           City Holding Capital Trust

      The Trust is a statutory business trust created under Delaware law on
March 26, 1998. The Trust will be governed by the Amended and Restated Trust
Agreement among the Company, as Depositor, Chase Manhattan Bank Delaware, as
Delaware Trustee, and The Chase Manhattan Bank, as Property Trustee. The Trust
exists for the exclusive purposes of (i) issuing and selling the Trust
Securities, (ii) using the proceeds from the sale of the Trust Securities to
acquire the Junior Subordinated Debentures and (iii) engaging in only those
other activities necessary, convenient or incidental thereto (such as
registering the transfer of the Trust Securities). Accordingly, the Junior
Subordinated Debentures will be the sole assets of the Trust, and payments under
the Junior Subordinated Debentures will be the sole source of revenue of the
Trust.

                               The Exchange Offer

The Exchange Offer................. Up to  $30,000,000  aggregate  Liquidation
                                    Amount of Exchange Capital  Securities are
                                    being  offered  in  exchange  for  a  like
                                    aggregate   Liquidation   Amount   of  Old
                                    Capital     Securities.     Old    Capital
                                    Securities  may be tendered  for  exchange
                                    in  whole  or  in  part  in a  Liquidation
                                    Amount   of    $100,000    (100    Capital
                                    Securities)  or any  integral  multiple of
                                    $1,000  (1  Capital  Security)  in  excess
                                    thereof.  The  Company  and the  Trust are
                                    making  the  Exchange  Offer  in  order to
                                    satisfy   their    obligations   under   a
                                    Registration  Rights Agreement relating to
                                    the   Old   Capital   Securities.   For  a
                                    description    of   the   procedures   for
                                    tendering  Old  Capital  Securities,   see
                                    "The   Exchange    Offer--Procedures   for
                                    Tendering Old Capital Securities."

<PAGE>

Expiration Date.................... 5:00  p.m.,   New  York  City   time,   on
                                    _______________,    1998,    unless    the
                                    Exchange  Offer is extended by the Company
                                    or  the   Trust   (in   which   case   the
                                    Expiration  Date will be the  latest  date
                                    and time to which  the  Exchange  Offer is
                                    extended).  See "The Exchange Offer--Terms
                                    of the Exchange Offer."

Conditions to the
  Exchange Offer................... The  Exchange  Offer is subject to certain
                                    conditions,  which  may be  waived  by the
                                    Company   and  the  Trust  in  their  sole
                                    discretion.  The  Exchange  Offer  is  not
                                    conditioned  upon any minimum  Liquidation
                                    Amount  of Old  Capital  Securities  being
                                    tendered.      See      "The      Exchange
                                    Offer--Conditions to the Exchange Offer."

Offer.............................. The  Company  and the  Trust  reserve  the
                                    right   in   their   sole   and   absolute
                                    discretion,  subject to applicable law, at
                                    any  time and  from  time to time,  to (i)
                                    delay the  acceptance  of the Old  Capital
                                    Securities  for exchange,  (ii)  terminate
                                    the  Exchange  Offer if certain  specified
                                    conditions have not been satisfied,  (iii)
                                    extend   the   Expiration   Date   of  the
                                    Exchange  Offer and retain all Old Capital
                                    Securities   tendered   pursuant   to  the
                                    Exchange Offer,  subject,  however, to the
                                    right   of   holders   of   Old    Capital
                                    Securities to withdraw  their tendered Old
                                    Capital  Securities,  or (iv) to waive any
                                    condition or otherwise  amend the terms of
                                    the  Exchange  Offer in any  respect.  See
                                    "The Exchange  Offer--Terms of the Exchange
                                    Offer."

Withdrawal Rights.................. Tenders of Old Capital  Securities  may be
                                    withdrawn  at any  time on or prior to the
                                    Expiration  Date by  delivering  a written
                                    notice of such  withdrawal to the Exchange
                                    Agent   in    conformity    with   certain
                                    procedures  set  forth  below  under  "The
                                    Exchange Offer--Withdrawal Rights."

Procedures for Tendering
  Old Capital Securities........... Tendering    holders   of   Old    Capital
                                    Securities   must   complete  and  sign  a
                                    Letter of Transmittal  in accordance  with
                                    the  instructions  contained  therein  and
                                    forward  the  same by mail,  facsimile  or
                                    hand  delivery,  together  with any  other
                                    required  documents  and the  Old  Capital
                                    Securities   to  be   tendered,   to   the
                                    Exchange  Agent,  or must  comply with the
                                    specified    procedures   for   guaranteed
                                    delivery  of  Letters of  Transmittal  and
                                    Old Capital  Securities.  Certain brokers,
                                    dealers,     commercial    banks,    trust
                                    companies  and  other  nominees  may  also
                                    effect  tenders  by  book-entry  transfer,
                                    including an Agent's  Message in lieu of a
                                    Letter  of  Transmittal.  Holders  of  Old
                                    Capital Securities  registered in the name
                                    of  a  broker,  dealer,  commercial  bank,
                                    trust  company or other  nominee are urged
                                    to contact  such  person  promptly if they
                                    wish  to  tender  Old  Capital  Securities
                                    pursuant to the Exchange  Offer.  See "The
                                    Exchange  Offer--Procedures  for Tendering
                                    Old Capital Securities."

                                    Letters of Transmittal and certificates
                                    representing Old Capital Securities should
                                    not be sent to the Company or the Trust.
                                    Such documents should only be sent to the
                                    Exchange Agent.
<PAGE>

Resales of New Capital
  Securities....................... The Company and the Trust are making the
                                    Exchange Offer in reliance on the position
                                    of the staff of the Division of Corporation
                                    Finance of the Commission as set forth in
                                    certain interpretive letters addressed to
                                    third parties in other transactions.
                                    However, neither the Company nor the Trust
                                    has sought its own interpretive letter and
                                    there can be no assurance that the staff of
                                    the Division of Corporation Finance of the
                                    Commission would make a similar
                                    determination with respect to the Exchange
                                    Offer as it has in such interpretive letters
                                    to third parties. Based on these
                                    interpretations by the staff of the Division
                                    of Corporation Finance of the Commission,
                                    and subject to the two immediately following
                                    sentences, the Company and the Trust believe
                                    that Exchange Capital Securities issued
                                    pursuant to this Exchange Offer in exchange
                                    for Old Capital Securities may be offered
                                    for resale, resold and otherwise transferred
                                    by a holder thereof (other than a holder who
                                    is a broker-dealer) without further
                                    compliance with the registration and
                                    prospectus delivery requirements of the
                                    Securities Act, provided that such Exchange
                                    Capital Securities are acquired in the
                                    ordinary course of such holder's business
                                    and that such holder is not participating,
                                    and has no arrangement or understanding with
                                    any person to participate, in a distribution
                                    (within the meaning of the Securities Act)
                                    of such Exchange Capital Securities.
                                    However, any holder of Old Capital
                                    Securities who is an "affiliate" of the
                                    Company or the Trust or who intends to
                                    participate in the Exchange Offer for the
                                    purpose of distributing the Exchange Capital
                                    Securities, or any broker-dealer who
                                    purchased the Old Capital Securities from
                                    the Trust for resale pursuant to Rule 144A
                                    or any other available exemption under the
                                    Securities Act, (a) will not be able to rely
                                    on the interpretations of the staff of the
                                    Division of Corporation Finance of the
                                    Commission set forth in the above-mentioned
                                    interpretive letters, (b) will not be
                                    permitted or entitled to tender such Old
                                    Capital Securities in the Exchange Offer and
                                    (c) must comply with the registration and
                                    prospectus delivery requirements of the
                                    Securities Act in connection with any sale
                                    or other transfer of such Old Capital
                                    Securities unless such sale is made pursuant
                                    to an exemption from such requirements. In
                                    addition, as described below, if any
                                    broker-dealer holds Old Capital Securities
                                    acquired for its own account as a result of
                                    market-making or other trading activities
                                    and exchanges such Old Capital Securities
                                    for Exchange Capital Securities, then such
                                    broker-dealer must deliver a prospectus
                                    meeting the requirements of the Securities
                                    Act in connection with any resales of such
                                    Exchange Capital Securities.
<PAGE>

                                    Each holder of Old Capital Securities who
                                    wishes to exchange Old Capital Securities
                                    for Exchange Capital Securities in the
                                    Exchange Offer will be required to represent
                                    in the Letter of Transmittal or by
                                    transmission of an Agent's Message in lieu
                                    thereof that (i) it is not an "affiliate" of
                                    the Company or the Trust, (ii) any Exchange
                                    Capital Securities to be received by it are
                                    being acquired in the ordinary course of its
                                    business, (iii) it has no arrangement or
                                    understanding with any person to participate
                                    in a distribution (within the meaning of the
                                    Securities Act) of such Exchange Capital
                                    Securities, and (iv) if such holder is not a
                                    broker-dealer, such holder is not engaged
                                    in, and does not intend to engage in, a
                                    distribution (within the meaning of the
                                    Securities Act) of such Exchange Capital
                                    Securities. Each broker-dealer that receives
                                    Exchange Capital Securities for its own
                                    account pursuant to the Exchange Offer must
                                    acknowledge that it acquired the Old Capital
                                    Securities for its own account as the result
                                    of market-making activities or other trading
                                    activities and must agree that it will
                                    deliver a prospectus meeting the
                                    requirements of the Securities Act in
                                    connection with any resale of such Exchange
                                    Capital Securities. The Letter of
                                    Transmittal states that, by so acknowledging
                                    and by delivering a prospectus, a
                                    broker-dealer will not be deemed to admit
                                    that it is an "underwriter" within the
                                    meaning of the Securities Act. Based on the
                                    position taken by the staff of the Division
                                    of Corporation Finance of the Commission in
                                    the interpretive letters referred to above,
                                    the Company and the Trust believe that
                                    Participating Broker-Dealers who acquired
                                    Old Capital Securities for their own
                                    accounts as a result of market-making
                                    activities or other trading activities may
                                    fulfill their prospectus delivery
                                    requirements with respect to the Exchange
                                    Capital Securities received upon exchange of
                                    such Old Capital Securities (other than Old
                                    Capital Securities which represent an unsold
                                    allotment from the original sale of the Old
                                    Capital Securities) with a prospectus
                                    meeting the requirements of the Securities
                                    Act, which may be the prospectus prepared
                                    for an exchange offer so long as it contains
                                    a description of the plan of distribution
                                    with respect to the resale of such Exchange
                                    Capital Securities. Accordingly, this
                                    Prospectus, as it may be amended or
                                    supplemented from time to time, may be used
                                    by a Participating Broker-Dealer in
                                    connection with resales of Exchange Capital
                                    Securities received in exchange for Old
                                    Capital Securities where such Old Capital
                                    Securities were acquired by such
                                    Participating Broker-Dealer for its own
                                    account as a result of market-making or
                                    other trading activities. Subject to certain
                                    provisions set forth in the Registration
                                    Rights Agreement and to the limitations
                                    described below under "The Exchange
                                    Offer--Resales of Exchange Capital
                                    Securities," the Company and the Trust have
                                    agreed that this Prospectus, as it may be
                                    amended or supplemented from time to time,
                                    may be used by a Participating Broker-Dealer
                                    in connection with resales of such Exchange
                                    Capital Securities for a period ending
                                    90-days after the Expiration Date (subject
                                    to extension under certain limited
                                    circumstances) or, if earlier, when all such
                                    Exchange Capital Securities have been
                                    disposed of by such Participating
                                    Broker-Dealer. See "Plan of Distribution."
                                    Any Participating Broker-Dealer who is an
                                    "affiliate" of the Company or the Trust may
                                    not rely on such interpretive letters and
                                    must comply with the registration and
                                    prospectus delivery requirements of the
                                    Securities Act in connection with any
                                    resale transaction. See "The Exchange
                                    Offer--Resales of New Capital Securities."
<PAGE>

Exchange Agent..................... The  exchange  agent  with  respect to the
                                    Exchange  Offer  is  The  Chase  Manhattan
                                    Bank   (the   "Exchange    Agent").    The
                                    address  and   telephone   and   facsimile
                                    numbers,  of the  Exchange  Agent  are set
                                    forth  in  "The  Exchange  Offer--Exchange
                                    Agent" and in the Letter of Transmittal.

Use of Proceeds.................... Neither  the  Company  nor the Trust  will
                                    receive   any  cash   proceeds   from  the
                                    issuance   of   the    Exchange    Capital
                                    Securities  offered  hereby.  See  "Use of
                                    Proceeds."

Certain United States Federal
  Income Tax Considerations;
  ERISA Considerations............. Holders of Old Capital  Securities  should
                                    review the information set forth under
                                    "Certain Federal Income Tax Consequences"
                                    and "ERISA Considerations" prior to
                                    tendering Old Capital Securities in the
                                    Exchange Offer.




<PAGE>




                        The Exchange Capital Securities

Securities Offered................. Up to  $30,000,000  aggregate  Liquidation
                                    Amount of the Exchange Capital  Securities
                                    which  have  been  registered   under  the
                                    Securities Act (Liquidation  Amount $1,000
                                    per  Exchange   Capital   Security).   The
                                    Exchange   Capital   Securities   will  be
                                    issued,  and  the Old  Capital  Securities
                                    were  issued,  under the Trust  Agreement.
                                    The Exchange  Capital  Securities  and any
                                    Old  Capital   Securities   which   remain
                                    outstanding  after   consummation  of  the
                                    Exchange  Offer  will vote  together  as a
                                    single class for  purposes of  determining
                                    whether    holders   of   the    requisite
                                    percentage  in   outstanding   Liquidation
                                    Amount thereof have taken certain  actions
                                    or  exercised  certain  rights  under  the
                                    Trust   Agreement.   See  "Description  of
                                    Exchange     Securities--Description     of
                                    Exchange     Capital     Securities--Voting
                                    Rights;    Amendment    of    the    Trust
                                    Agreement."  The  terms  of  the  Exchange
                                    Capital  Securities  are  identical in all
                                    material  respects to the terms of the Old
                                    Capital   Securities,   except   that  the
                                    Exchange  Capital   Securities  have  been
                                    registered  under the  Securities Act and,
                                    therefore,  are  not  subject  to  certain
                                    restrictions  on  transfer  applicable  to
                                    the Old Capital  Securities  and,  subject
                                    to certain  limited  exceptions  specified
                                    in  the  Registration   Rights  Agreement,
                                    will not provide  for any  increase in the
                                    Distribution   rate   thereon.   See  "The
                                    Exchange  Offer--Purpose  of  the  Exchange
                                    Offer,"     "Description    of    Exchange
                                    Securities"   and   "Description   of  Old
                                    Securities."

Distributions...................... Holders    of   the    Exchange    Capital
                                    Securities   are   entitled   to   receive
                                    cumulative   cash   Distributions   at  an
                                    annual  rate of 9.15%  on the  Liquidation
                                    Amount  of  $1,000  per  Exchange  Capital
                                    Security,    accruing    from   the   last
                                    Distribution   Date  on  the  Old  Capital
                                    Securities  preceding  the original  issue
                                    date of the  Exchange  Capital  Securities
                                    or, if no Distributions  have been made on
                                    the  Old  Capital  Securities,   from  the
                                    original  date  of  issuance  of  the  Old
                                    Capital  Securities  (March 31, 1998), and
                                    (subject  to  the  possible  extension  of
                                    Distribution   payment  periods  described
                                    below) will be payable  semi-annually,  in
                                    arrears,  on  the  1st  day of  April  and
                                    October of each year,  commencing  October
                                    1,   1998.   See   "Description   of   the
                                    Exchange Capital Securities --
                                    Distributions."

Option to Extend Interest
Payment Period..................... The  Company  has the right,  at any time,
                                    subject  to certain  conditions,  to defer
                                    payments   of   interest   on  the  Junior
                                    Subordinated  Debentures,   for  Extension
                                    Periods,    each    not    exceeding    10
                                    consecutive semi-annual periods;  provided
                                    that  no   Extension   Period  may  extend
                                    beyond  the  maturity  date of the  Junior
                                    Subordinated  Debentures  or end on a date
                                    other  than  a  Distribution  Date.  As  a
                                    consequence of the Company's  extension of
                                    the interest  payment period on the Junior
                                    Subordinated Debentures,  Distributions on
                                    the  Capital   Securities  also  would  be
                                    deferred,  but  would  continue  to accrue
                                    during  any such  Extension  Period to the
                                    extent  permitted  by  law.  In the  event
                                    the Company  exercises its right to extend
                                    an interest  payment  period,  then during
                                    any Extension  Period,  subject to certain
                                    exceptions,  (i)  the  Company  shall  not
                                    declare or pay any  dividend  on, make any
                                    distributions  with respect to, or redeem,
                                    purchase,  acquire  or make a  liquidation
                                    payment   with  respect  to,  any  of  its
                                    capital  stock or rights to  acquire  such
                                    capital   stock  or  make  any   guarantee
                                    payments   (other  than  payments  on  the
                                    Guarantee)  with respect to the  foregoing
                                    and (ii) the  Company  shall  not make any
                                    payment of  interest  on or  principal  of
                                    (or  premium,   if  any,  on),  or  repay,
                                    repurchase or redeem,  any debt securities
                                    issued  by the  Company  which  rank  pari
                                    passu   with  or  junior  to  the   Junior
                                    Subordinated  Debentures except in certain
                                    situations.  Upon the  termination  of any
                                    Extension  Period  and the  payment of all
                                    amounts   then  due,   the   Company   may
                                    commence a new Extension  Period,  subject
                                    to     certain      requirements.      See
                                    "Description of the Exchange  Debentures --
                                    Option   to   Extend   Interest    Payment
                                    Period."   Should  an   Extension   Period
                                    occur   with   respect   to  the   Capital
                                    Securities,   holders   of   the   Capital
                                    Securities  will  accrue  interest  income
                                    (in the form of original  issue  discount)
                                    for  United  States   federal  income  tax
                                    purposes  in  respect  of  their  pro rata
                                    shares   of   the   Junior    Subordinated
                                    Debentures  held by the Trust.  Holders of
                                    Capital  Securities  will be  required  to
                                    include  such  amounts in gross income for
                                    United States  federal income tax purposes
                                    in   advance   of  the   receipt  of  cash
                                    attributable to such income,  and a holder
                                    will not receive the cash  related to such
                                    income  if  such  holder  disposes  of the
                                    Capital  Securities  prior  to the  record
                                    date for  payment  of  Distributions  with
                                    respect  to  such  Extension  Period.  See
                                    "Certain      Federal      Income      Tax
                                    Consequences --    Interest    Income   and
                                    Original Issue Discount."

<PAGE>

Liquidation........................ The  Company,  as the holder of all of the
                                    Common  Securities,  has the  right at any
                                    time to  dissolve  the  Trust  (including,
                                    without  limitation,  upon the  occurrence
                                    of a Tax Event, a Capital  Treatment Event
                                    or an  Investment  Company  Event (each as
                                    defined   herein)),   subject  to  certain
                                    conditions   (including   the  receipt  of
                                    prior  approval by the Federal  Reserve if
                                    then  required  under  applicable  capital
                                    guidelines  or  policies  of  the  Federal
                                    Reserve),  with  the  result  that,  after
                                    satisfaction  of  liabilities to creditors
                                    of the Trust (to the extent not  satisfied
                                    by the  Company),  the Company  must cause
                                    the Junior  Subordinated  Debentures to be
                                    distributed  to the  holders  of the Trust
                                    Securities   on  a  pro   rata   basis  in
                                    accordance     with     the     respective
                                    Liquidation     Amounts    thereof.     In
                                    addition,  the Trust will be dissolved and
                                    liquidated     under     certain     other
                                    circumstances.  See  "Description  of  the
                                    Exchange Capital Securities --  Liquidation
                                    distribution on Dissolution."
<PAGE>

Liquidation Distribution........... In  the   event   of  the   voluntary   or
                                    involuntary  liquidation,  dissolution  or
                                    winding-up    of    the    Trust,    after
                                    satisfaction  of  liabilities to creditors
                                    of the Trust (to the extent not  satisfied
                                    by the  Company),  holders of the  Capital
                                    Securities  will be  entitled to receive a
                                    Liquidation   Distribution   (as   defined
                                    herein)   equal  to  $1,000  per   Capital
                                    Security  plus an amount  equal to accrued
                                    and  unpaid  Distributions  thereon to the
                                    date  of   payment,   unless   the  Junior
                                    Subordinated  Debentures  are  distributed
                                    to  holders  of the  Trust  Securities  in
                                    exchange  therefor.  If  such  Liquidation
                                    Distribution  can be  paid  only  in  part
                                    because the Trust has insufficient  assets
                                    available  to pay in  full  the  aggregate
                                    Liquidation    Distribution,    then   the
                                    amounts  payable  directly by the Trust on
                                    the Capital  Securities shall be paid on a
                                    pro  rata   basis.   The  holders  of  the
                                    Common  Securities  will  be  entitled  to
                                    receive   distributions   upon   any  such
                                    liquidation  pro rata with the  holders of
                                    the Capital  Securities,  except that if a
                                    Debenture  Event of  Default  (as  defined
                                    herein) has occurred and is  continuing by
                                    reason of the  failure to pay  amounts due
                                    with  respect to the  Junior  Subordinated
                                    Debentures,  the Capital  Securities shall
                                    have   a   priority    over   the   Common
                                    Securities.   See   "Description   of  the
                                    Exchange Capital Securities --  Liquidation
                                    Distribution on Dissolution."

Maturity........................... Upon   the   repayment   of   the   Junior
                                    Subordinated   Debentures,    whether   at
                                    maturity  or  upon  early   redemption  as
                                    provided   in  the   Junior   Subordinated
                                    Indenture,    the   proceeds   from   such
                                    repayment  will be applied by the Property
                                    Trustee  to  redeem a like  amount  of the
                                    Trust  Securities,   upon  the  terms  and
                                    conditions     described    herein.    See
                                    "Description   of  the  Exchange   Capital
                                    Securities -- Redemption."
Tax Event, Capital
Treatment Event and
Investment Company Event
Redemption......................... If at any  time  a Tax  Event,  a  Capital
                                    Treatment  Event or an Investment  Company
                                    Event should occur and be continuing,  the
                                    Company   may,   within  90  days  of  the
                                    occurrence  of  such  Tax  Event,  Capital
                                    Treatment  Event  or  Investment   Company
                                    Event,  as  applicable,  redeem the Junior
                                    Subordinated  Debentures in whole (but not
                                    in part) in certain limited  circumstances
                                    described  herein  at a  Redemption  Price
                                    (as  defined  herein)  equal  to par  plus
                                    accrued   and  unpaid   interest   to  the
                                    redemption  date,  subject to the  Company
                                    having  received  prior  approval from the
                                    Federal  Reserve  if then  required  under
                                    applicable  capital guidelines or policies
                                    of   the   Federal   Reserve.   Upon   the
                                    redemption  of  the  Junior   Subordinated
                                    Debentures,    the    proceeds   of   such
                                    redemption   will   be   applied   by  the
                                    Property  Trustee to redeem a like  amount
                                    of  the  Trust  Securities  on a pro  rata
                                    basis,   upon  the  terms  and  conditions
                                    described  herein.   See  "Description  of
                                    the    Exchange    Capital    Securities --
                                    Redemption."

The Guarantee...................... The  payment  of   Distributions   out  of
                                    moneys  held  by the  Trust,  payments  on
                                    liquidation  of  the  Trust,  and  payment
                                    upon  the   redemption   of  the   Capital
                                    Securities  are  guaranteed by the Company
                                    to  the  extent   described  herein  under
                                    "Description   of  the   Guarantee."   The
                                    Guarantee      covers      payments     of
<PAGE>

                                    Distributions  and other  payments  on the
                                    Capital  Securities  only  if  and  to the
                                    extent that the Trust has funds  available
                                    therefor,   which   funds   will   not  be
                                    available   except  to  the   extent   the
                                    Company  has made  payments of interest or
                                    principal or other  payments on the Junior
                                    Subordinated  Debentures.  The  Guarantee,
                                    when  taken  together  with the  Company's
                                    obligations under the Junior  Subordinated
                                    Debentures,  the Trust  Agreement  and the
                                    Junior Subordinated  Indenture  (including
                                    its  obligations  to pay costs,  expenses,
                                    debts and other  liabilities  of the Trust
                                    (other  than  with  respect  to the  Trust
                                    Securities)),    provides   a   full   and
                                    unconditional  guarantee on a subordinated
                                    basis by the  Company  of  amounts  due on
                                    the Capital Securities.

Voting Rights...................... Holders  of the  Capital  Securities  have
                                    limited voting rights  relating  generally
                                    to  the   modification   of  the   Capital
                                    Securities   and  the  Guarantee  and  the
                                    exercise  of  the  Trust's  rights  as the
                                    holder   of   the   Junior    Subordinated
                                    Debentures.   Holders   of   the   Capital
                                    Securities  are not  entitled  to appoint,
                                    remove or replace the Property  Trustee or
                                    the  Delaware   Trustee  except  upon  the
                                    occurrence   of  a   Debenture   Event  of
                                    Default  (as  defined  herein)   described
                                    herein.  See  "Description of the Exchange
                                    Capital    Securities --   Voting   Rights,
                                    Amendment   of   Trust    Agreement"   and
                                    "-- Removal of Trust Trustees;  Appointment
                                    of Successors."

Transfer Restrictions.............. The Old Capital  Securities  were, and the
                                    Exchange   Capital   Securities  will  be,
                                    issued  and  may be  transferred  only  in
                                    blocks having a Liquidation  Amount of not
                                    less  than   $100,000   (100  Old  Capital
                                    Securities     or     Exchange     Capital
                                    Securities,  as  the  case  may  be).  Any
                                    such   transfer   of   the   Old   Capital
                                    Securities   or   the   Exchange   Capital
                                    Securities    in   a   block    having   a
                                    Liquidation  Amount of less than  $100,000
                                    shall  be  deemed  to be  void  and  of no
                                    legal     effect      whatsoever.      See
                                    "Description   of  the  Exchange   Capital
                                    Securities -- Restrictions on Transfer."

Junior Subordinated
Debentures......................... The Trust  invested the proceeds  from the
                                    issuance  of the  Old  Capital  Securities
                                    and  Common  Securities  in an  equivalent
                                    amount   of   Old   Junior    Subordinated
                                    Debentures   of   the   Company,   up   to
                                    $30,000,000  aggregate principal amount of
                                    which  will  be  exchanged   for  Exchange
                                    Debentures.    The   Junior   Subordinated
                                    Debentures  mature on April 1,  2028,  and
                                    rank  subordinate  and  junior in right of
                                    payment to all Senior  Indebtedness of the
                                    Company.   In  addition,   the   Company's
                                    obligations under the Junior  Subordinated
                                    Debentures  are  effectively  subordinated
                                    to all  existing  and  future  liabilities
                                    and obligations of its  subsidiaries.  See
                                    "Risk  Factors --  Ranking of  Subordinated
                                    Obligations  Under the  Guarantee  and the
                                    Junior    Subordinated    Debenture"   and
                                    "Description of the Exchange  Debentures --
                                    Subordination."

<PAGE>

Form of Capital
Securities......................... The Old Capital Securities  initially sold
                                    to  "qualified  institutional  buyers" (as
                                    defined in Rule 144A under the  Securities
                                    Act) in  reliance  on Rule 144A  under the
                                    Securities   Act  are   represented  by  a
                                    global    certificate   or    certificates
                                    registered  in the name of Cede & Co.,  as
                                    nominee   for   DTC.   The   Old   Capital
                                    Securities      initially      sold     to
                                    institutional  "accredited  investors" (as
                                    defined  in Rule  501(a)(1),  (2),  (3) or
                                    (7) under the Securities  Act) were issued
                                    only  in  fully  registered,  certificated
                                    form.    Beneficial   interests   in   the
                                    Exchange  Capital  Securities  represented
                                    by a global  certificate  or  certificates
                                    will  be  evidenced   by,  and   transfers
                                    thereof  will be  effected  only  through,
                                    records  maintained by the participants in
                                    DTC.  Except in the limited  circumstances
                                    described  herein,  the  Exchange  Capital
                                    Securities in  certificated  form will not
                                    be  issued  in  exchange  for  the  global
                                    certificate    or    certificates.     See
                                    "Description   of  the  Exchange   Capital
                                    Securities --  Book-Entry  Only  Issuance --
                                    The Depository Trust Company."

Ranking............................ The Exchange Capital  Securities will rank
                                    pari passu,  and payments  thereon will be
                                    made  pro  rata,   with  the  Old  Capital
                                    Securities   and  the  Common   Securities
                                    except as described under  "Description of
                                    Exchange Capital  Securities--Subordination
                                    of  Common   Securities."   The   Exchange
                                    Debentures  will rank pari  passu with all
                                    other junior  subordinated  debentures  to
                                    be    issued   by   the    Company    with
                                    substantially  similar subordination terms
                                    ("Other  Debentures")  and  which  may  be
                                    issued  and  sold  (if at  all)  to  other
                                    trusts to be  established  by the  Company
                                    (if  any)  ("Other  Trusts"),  and will be
                                    unsecured  and  subordinate  and junior in
                                    right of  payment to the extent and in the
                                    manner    set   forth   in   the    Junior
                                    Subordinated   Indenture   to  all  Senior
                                    Indebtedness (as defined  herein).  Senior
                                    Indebtedness   of  the  Company   includes
                                    existing and future  senior  debt,  senior
                                    subordinated  debt and  subordinated  debt
                                    of  the  Company.  As of  June  30,  1998,
                                    there   was   $193   million   of   Senior
                                    Indebtedness  of the Company  outstanding.
                                    See      "Description      of     Exchange
                                    Debentures."   The  Guarantee  ranks  pari
                                    passu with all other  guarantees (if any),
                                    to be issued by the Company  with  respect
                                    to  capital  securities  (if  any),  to be
                                    issued    by    Other    Trusts    ("Other
                                    Guarantees")  and constitutes an unsecured
                                    obligation   of  the   Company  and  ranks
                                    subordinate   and   junior   in  right  of
                                    payment  to the  extent  and in the manner
                                    set forth in the  Guarantee  Agreement  to
                                    all     Senior      Indebtedness.      See
                                    "Description of Guarantee."

Redemption......................... The  Exchange   Capital   Securities   are
                                    subject  to  mandatory  redemption  (i) in
                                    whole  but  not  in  part  at  the  Stated
                                    Maturity  upon  repayment  of the Exchange
                                    Debentures,  (ii) in whole but not in part
                                    at any  time  contemporaneously  with  the
                                    prepayment  of  the  Exchange   Debentures
                                    upon the occurrence and  continuation of a
                                    Tax  Event,  Investment  Company  Event or
                                    Capital   Treatment  Event  and  (iii)  in
                                    whole  or in part at any  time on or after
                                    April 1, 2008  contemporaneously  with the

<PAGE>
                                    optional  prepayment by the Company of the
                                    Exchange  Debentures,  in each case at the
                                    applicable     Redemption    Price.    See
                                    "Description    of    Exchange     Capital
                                    Securities--Redemption."

Rating............................. The Exchange  Capital  Securities  are not
                                    expected   to  be  rated  by  any   rating
                                    service.

ERISA Considerations............... Prospective  purchasers  who  invested the
                                    assets  of  an   employee   benefit   plan
                                    subject  to  Title I of ERISA or a plan or
                                    individual  retirement  account subject to
                                    Section   4975  of  the  Code  for   their
                                    purchase  of  Capital   Securities  should
                                    carefully  consider  the  information  set
                                    forth under "ERISA Considerations."

Absence of Market for the
  Exchange Capital Securities...... The Exchange Capital Securities will be a
                                    new issue of securities for which there
                                    currently is no market. Although the Initial
                                    Purchasers have informed the Trust and the
                                    Company that they each currently intend to
                                    make a market in the Exchange Capital
                                    Securities, the Initial Purchasers are not
                                    obligated to do so, and any such market
                                    making may be discontinued at any time
                                    without notice. Accordingly, there can be
                                    no assurance as to the development or
                                    liquidity of any market for the Exchange
                                    Capital Securities. The Trust and the
                                    Company do not intend to apply for listing
                                    of the Exchange Capital Securities on any
                                    securities exchange or for quotation through
                                    the NASD Automated Quotation System. See
                                    "Offer and Resale."

Use of Proceeds.................... The  proceeds  to the Trust  from the sale
                                    of  the  Old   Capital   Securities   were
                                    invested   by  the  Trust  in  the  Junior
                                    Subordinated  Debentures.  The  Company is
                                    using  the net  proceeds  from the sale of
                                    the  Junior  Subordinated  Debentures  for
                                    general  corporate  purposes.  The Company
                                    expects that the Capital  Securities  will
                                    be  eligible  to qualify as Tier 1 capital
                                    under  the  capital   guidelines   of  the
                                    Federal Reserve.  See "Use of Proceeds."

      For additional information regarding the Exchange Capital Securities, see
"Description of Exchange Capital Securities," "Description of Exchange
Debentures," "Description of Guarantee" and "Certain Federal Income Tax
Consequences."

                                  Risk Factors

      Prospective  investors should  carefully  consider the matters set forth
under "Risk Factors."



<PAGE>



                                  RISK FACTORS

      Prospective purchasers of the Capital Securities should carefully review
the information contained elsewhere in this Prospectus and should particularly
consider the following matters. Certain statements in this Prospectus and
documents incorporated herein by reference are forward-looking and are
identified by the use of forward-looking words or phrases such as "intended,"
"will be positioned," "expects," is or are "expected," "anticipates," and
"anticipated." These forward-looking statements are based on the Company's
current expectations. To the extent any of the information contained or
incorporated by reference in this Prospectus constitutes a "forward-looking
statement" as defined in Section 21E(i)(1) of the Exchange Act, the risk factors
set forth below are cautionary statements identifying important factors that
could cause actual results to differ materially from those in the
forward-looking statement.

Consequences Of A Failure To Exchange Old Capital Securities

      The Old Capital Securities have not been registered under the Securities
Act or any state securities laws and therefore may not be offered, sold or
otherwise transferred except in compliance with the registration requirements of
the Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case in
compliance with certain other conditions and restrictions. Old Capital
Securities which remain outstanding after consummation of the Exchange Offer
will continue to bear a legend reflecting such restrictions on transfer. In
addition, upon consummation of the Exchange Offer, holders of Old Capital
Securities which remain outstanding will not be entitled to any rights to have
such Old Capital Securities registered under the Securities Act or to any
similar rights under the Registration Rights Agreement (subject to certain
limited exceptions). The Company and the Trust do not intend to register under
the Securities Act any Old Capital Securities which remain outstanding after
consummation of the Exchange Offer (subject to such limited exceptions, if
applicable).

      To the extent that Old Capital Securities are tendered and accepted in the
Exchange Offer, a holder's ability to sell untendered Old Capital Securities
could be adversely affected. In addition, although the Old Capital Securities
have been designated for trading in the PORTAL market, to the extent that Old
Capital Securities are tendered and accepted in connection with the Exchange
Offer, any trading market for Old Capital Securities which remain outstanding
after the Exchange Offer could be adversely affected.

      The Exchange Capital Securities and any Old Capital Securities which
remain outstanding after consummation of the Exchange Offer will vote together
as a single class for purposes of determining whether holders of the requisite
percentage in outstanding Liquidation Amount thereof have taken certain actions
or exercised certain rights under the Declaration. See "Description of Exchange
Securities--Description of Exchange Capital Securities--Voting Rights; Amendment
of the Declaration."

      The Old Capital Securities provide, among other things, that, if a
registration statement relating to the Exchange Offer has not been filed by
August 28, 1998 and declared effective by September 27, 1998, the Distribution
rate borne by the Old Capital Securities, currently 9.15% per annum, commencing
on March 31, 1998 will increase by 0.25% per annum until the Exchange Offer is
consummated. Upon consummation of the Exchange Offer, holders of Old Capital
Securities will not be entitled to any increase in the Distribution rate thereon
or any further registration rights under the Registration Rights Agreement,
except under limited circumstances. See "Description of Old Capital Securities."

Absence Of Public Market

      The Old Capital Securities were issued to, and the Company believes the
Old Capital Securities are currently owned by, a relatively small number of
beneficial owners. The Old Capital Securities have not been registered under the
Securities Act and will be subject to restrictions on transferability if they
are not exchanged for the Exchange Capital Securities. Although the Exchange
Capital Securities generally may be resold or otherwise transferred by the
holders (who are not affiliates of the Company or the Trust) without compliance
with the

<PAGE>

registration requirements under the Securities Act, they will constitute a new
issue of securities with no established trading market. Both Old Capital
Securities and Exchange Capital Securities may be transferred by the holders
thereof only in blocks having a Liquidation Amount of not less than $100,000
(100 Old Capital Securities) and in integral multiples of $1,000 (1 Old Capital
Security) in excess thereof. The Company and the Trust have been advised by the
Initial Purchasers that the Initial Purchasers presently intend to make a market
in the Exchange Capital Securities. However, the Initial Purchasers are not
obligated to do so and any market-making activity with respect to the Exchange
Capital Securities may be discontinued at any time without notice. In addition,
such market-making activity will be subject to the limits imposed by the
Securities Act and the Exchange Act and may be limited during the Exchange
Offer. Accordingly, no assurance can be given that an active public or other
market will develop for the Exchange Capital Securities or the Old Capital
Securities or as to the liquidity of or the trading market for the Exchange
Capital Securities or the Old Capital Securities. If an active public market
does not develop, the market price and liquidity of the Exchange Capital
Securities may be adversely affected.

      If a public trading market develops for the Exchange Capital Securities,
future trading prices will depend on many factors, including, among other
things, prevailing interest rates, the Company's financial results and the
market for similar securities. Depending on prevailing interest rates, the
market for similar securities and other factors, including the financial
condition of the Company, the Exchange Capital Securities may trade at a
discount.

      Notwithstanding the registration of the Exchange Capital Securities in the
Exchange Offer, holders who are "affiliates" (as defined under Rule 405 of the
Securities Act) of the Company or the Trust may publicly offer for sale or
resell the Exchange Capital Securities only in compliance with the provisions of
Rule 144 under the Securities Act.

      Each broker-dealer that receives Exchange Capital Securities for its own
account in exchange for Old Capital Securities, where such Old Capital
Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Capital Securities.
See "Plan of Distribution."

Exchange Offer Procedures

      Issuance of the Exchange Capital Securities in exchange for Old Capital
Securities pursuant to the Exchange Offer will be made only after a timely
receipt by the Trust of such Old Capital Securities, a properly completed and
duly executed Letter of Transmittal or Agent's Message in lieu thereof and all
other required documents. Therefore, holders of the Old Capital Securities
desiring to tender such Old Capital Securities in exchange for Exchange Capital
Securities should allow sufficient time to ensure timely delivery. Neither the
Company nor the Trust is under any duty to give notification of defects or
irregularities with respect to the tenders of Old Capital Securities for
exchange. See "The Exchange Offer."

Ranking of Subordinated Obligations Under the Guarantee and the
Junior Subordinated Debentures

      The obligations of the Company under the Guarantee issued by the Company
for the benefit of the holders of Capital Securities and under the Junior
Subordinated Debentures are subordinate and junior in right of payment to all
Senior Indebtedness of the Company. At June 30, 1998, the Senior Indebtedness of
the Company aggregated approximately $193 million. None of the Junior
Subordinated Indenture, the Guarantee or the Trust Agreement places any
limitation on the amount of secured or unsecured debt, including Senior
Indebtedness, that may be incurred by the Company. See "Description of
Guarantee--Status of the Guarantee" and "Description of Exchange
Debentures--Subordination."

      The ability of the Trust to pay amounts due on the Capital Securities is
solely dependent upon the Company's making payments on the Junior Subordinated
Debentures as and when required.

<PAGE>

Status of the Company as a Bank Holding Company

      Because the Company is a bank holding company, its right to participate in
any distribution of assets of City National upon City National's liquidation or
reorganization or otherwise (and thus the ability of holders of the Capital
Securities to benefit indirectly from such a distribution) is subject to the
prior claims of creditors of the Bank (including its depositors), except to the
extent that the Company may itself be recognized as a creditor of the Bank. At
June 30, 1998, the Bank had total liabilities (excluding liabilities owed to the
Company) of approximately $1.2 billion, including deposits. Accordingly, the
Capital Securities effectively will be subordinated to all existing and future
liabilities of the Bank, and holders of Capital Securities should look only to
the assets of the Company for payments on the Capital Securities. Neither the
Guarantee nor the Junior Subordinated Indenture places any limitation on the
amount of secured or unsecured debt that may be incurred by the Bank in the
future. See "Description of Junior Subordinated Debentures" and "Description of
Guarantee."

      In addition, almost all of the operating assets of the Company are owned
by the Bank. The Company relies primarily on dividends from the Bank to meet its
obligations for the payment of principal and interest on its separate debt
obligations and corporate expenses and for payment of dividends on its
outstanding common stock. The payment of dividends by the Bank to the Company is
subject to certain legal and regulatory limitations, is subject to ongoing
review by banking regulators and, under certain circumstances, may require prior
approval by banking regulatory authorities. At June 30, 1998, approximately $43
million was available for payment of dividends to the Company from the Bank
without prior regulatory approval. The Bank also is subject to certain
restrictions under Federal law on extensions of credit to, and certain other
transactions with, the Company and certain of its other affiliates, and on
investments in the stock or other securities thereof. Such restrictions prevent
the Company and such other affiliates from borrowing from the Bank unless the
loans are secured by various types of collateral. Further, such secured loans or
other transactions and investments by the Bank are generally limited in amount
as to the Company and as to each such other affiliate to 10% of the Bank's
capital and surplus and as to the Company and all such other affiliates to an
aggregate of 20% of the Bank's capital and surplus.

Option to Extend Interest Payment Period; Tax Consequences

      So long as no Event of Default (as defined in the Junior Subordinated
Indenture) has occurred and is continuing with respect to the Junior
Subordinated Debentures (a "Debenture Event of Default"), the Company has the
right under the Junior Subordinated Indenture to defer the payment of interest
on the Junior Subordinated Debentures at any time or from time to time for a
period not exceeding 10 consecutive semi-annual periods with respect to each
Extension Period, provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures. See "Description of Junior
Subordinated Debentures--Debenture Events of Default." As a consequence of any
such deferral, semi-annual Distributions on the Capital Securities by the Trust
will be deferred during any such Extension Period. Distributions to which
holders of the Capital Securities are entitled will accumulate additional
Distributions thereon during any Extension Period at a rate equal to 9.15% per
annum, compounded 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 two. The term "Distributions" as used herein
shall include any such additional Distributions. During any such Extension
Period, the Company may 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 Junior Subordinated Debentures (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
shareholder 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 shareholder's rights
plan, or the issuance of rights, stock or other property under any shareholder's
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 Extension Period may exceed 10 consecutive semi-annual periods
or extend beyond the Stated Maturity of the Junior Subordinated Debentures. Upon
the termination of any Extension Period and the payment of all interest then
accrued and unpaid (together with interest thereon at a rate equal to 9.15% per
annum, compounded semi-annually), 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. The Company must give the
Issuer Trustees notice of its election of such Extension Period at least one
Business Day prior to the earlier of (i) the date the Distributions on the
Capital Securities would have been payable but for the election to begin such
Extension Period and (ii) the date the Property Trustee is required to give
notice to holders of the 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. The Property Trustee will give notice of the Company's
election to begin a new Extension Period to the holders of the Capital
Securities. Subject to the foregoing, there is no limitation on the number of
times that the Company may elect to begin an Extension Period. See "Description
of Capital Securities--Distributions" and "Description of Junior Subordinated
Debentures--Option to Extend Interest Payment Period."

<PAGE>

      Should an Extension Period occur, a holder of Capital Securities will
accrue interest income (in the form of original issue discount) for United
States Federal income tax purposes in respect of its pro rata share of the
Junior Subordinated Debentures held by the Trust. As a result, a holder of
Capital Securities will include such original issue discount income in gross
income for United States Federal income tax purposes in advance of the receipt
of cash attributable to such income, and will not receive the cash related to
such income from the Trust if the holder disposes of the Capital Securities
prior to the record date for the payment of Distributions with respect to such
Extension Period. See "Certain Federal Income Tax Consequences--Interest Income
and Original Issue Discount" and "--Sale or Redemption of Capital Securities."

      The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures. However, should the Company elect to exercise such
right in the future, the market price of the Capital Securities is likely to be
affected. A holder that disposes of its Capital Securities during an Extension
Period, therefore, might not receive the same return on its investment as a
holder that continues to hold its Capital Securities. In addition, as a result
of the existence of the Company's right to defer interest payments, the market
price of the Capital Securities (which represent preferred undivided beneficial
interests in the assets of the Trust) may be more volatile than the market
prices of other securities on which original issue discount accrues that are not
subject to such deferrals.

Tax Event, Investment Company Event or Capital Treatment Event Redemption

      Upon the occurrence and during the continuation of a Tax Event, Investment
Company Event or Capital Treatment Event, the Company has the right to redeem
the Junior Subordinated Debentures in whole, but not in part, at any time within
90 days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event and thereby cause a mandatory redemption of the Capital
Securities and Common Securities. Any such redemption shall be at a price equal
to the aggregate liquidation amount of the Capital Securities and Common
Securities, respectively, together with accumulated Distributions to but
excluding the date fixed for redemption and the related amount of the premium,
if any, paid by the Company upon the concurrent redemption of such Junior
Subordinated Debentures. The ability of the Company to exercise its rights to
redeem the Junior Subordinated Debentures prior to the stated maturity may be
subject to prior regulatory approval by the Federal Reserve, if then required
under applicable Federal Reserve capital guidelines or policies. See
"Description of Junior Subordinated Debentures--Redemption" and "Description of
Capital Securities--Liquidation Distribution Upon Dissolution."

<PAGE>

      A "Tax Event" means the receipt by the Trust of an opinion of counsel to
the Company 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, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the delivery of such
opinion, subject to United States Federal income tax with respect to income
received or accrued on the Junior Subordinated Debentures or Exchange
Debentures, (ii) interest payable by the Company on the Junior Subordinated
Debentures or Exchange Debentures is not, or within 90 days of the delivery of
such opinion will not be, deductible by the Company, in whole or in part, for
United States Federal income tax purposes or (iii) the Trust is, or will be
within 90 days of the delivery of the opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges. According to a
petition recently filed in the United States Tax Court by a corporation
unrelated to the Company and the Trust, the Internal Revenue Service (the "IRS")
has challenged the deductibility for United States federal income tax purposes
of interest payments on certain purported debt instruments held by entities
intended to be taxable as partnerships for United States federal income tax
purposes, where those entities, in turn, issued preferred securities to
investors. Although the overall structure of the financing arrangement involved
in that case is somewhat similar to the financing structure for the Junior
Subordinated Debentures and the Trust, the relevant facts in that case appear to
differ significantly from those relating to the Junior Subordinated Debentures
and the Trust. Whether the IRS would attempt to challenge the deductibility of
interest on the Junior Subordinated Debentures cannot be predicted. The Company,
based on the advice of counsel, intends to take the position that interest
payments on the Junior Subordinated Debentures will be deductible by the Company
for United States federal income tax purposes. See "Certain Federal Income Tax
Consequences - Classification of the Junior Subordinated Debentures." Adverse
developments relating to the deductibility of interest, whether arising in
connection with the case currently pending in the United States Tax Court or
not, could give rise to a Tax Event.

      "Investment Company Event" means the receipt by the Trust of an opinion of
counsel to the Company 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 Trust is
or will be considered an "investment company" that is required to be registered
under the Investment Company Act of 1940, as amended (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.

      A "Capital Treatment Event" means 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 issuance of the Capital
Securities, there is more than an insubstantial risk that the Company will not
be entitled to treat an amount equal to the Liquidation Amount of the Capital
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of
the risk-based capital adequacy guidelines of the Federal Reserve, as then in
effect and applicable to the Company.

Possible Tax Law Changes

      In both 1996 and 1997, the Clinton Administration proposed to amend the
Internal Revenue Code of 1986, as amended (the "Code"), to deny deductions of
interest on instruments with features similar to those of the Junior
Subordinated Debentures when issued under arrangements similar to the Trust.
That proposal was not passed by, and is not currently pending before, Congress.
There can be no assurance, however, that future legislative proposals, future
regulations or official administrative pronouncements or future judicial
decisions will not affect the ability of the Company to deduct interest on the
Junior Subordinated Debentures. Such a change could give rise to a Tax Event,
which may permit the Company, upon approval of the Federal Reserve if then
required under applicable capital guidelines or policies of the Federal Reserve,
to cause a redemption of the Capital Securities, as described more fully under
"Description of Exchange Capital Securities--Redemption."

<PAGE>

Exchange of Capital Securities for Junior Subordinated Debentures

      The holder of all the outstanding Common Securities has the right at any
time to dissolve the Trust and, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, cause the Junior Subordinated
Debentures to be distributed to the holders of the Capital Securities and Common
Securities in liquidation of the Trust. The ability of the Company to dissolve
the Trust may be subject to prior regulatory approval of the Federal Reserve, if
then required under applicable Federal Reserve capital guidelines or policies.
See "Description of Capital Securities--Liquidation Distribution Upon
Dissolution." The Junior Subordinated Debentures, if distributed, may be subject
to restrictions on transfer as described under "Notice to Investors."

      Under current United States Federal income tax law and interpretations and
assuming, as expected, that the Trust will not be taxable as a corporation, a
distribution of the Junior Subordinated Debentures upon a liquidation of the
Trust will not be a taxable event to holders of the Capital Securities. However,
if a Tax Event were to occur that would cause the Trust to be subject to United
States Federal income tax with respect to income received or accrued on the
Junior Subordinated Debentures, a distribution of the Junior Subordinated
Debentures by the Trust would be a taxable event to the Trust and the holders of
the Capital Securities. See "Certain Federal Income Tax
Consequences--Distribution of Junior Subordinated Debentures to Holders of
Capital Securities."

Rights Under the Guarantee

      The Chase Manhattan Bank will act as the trustee under the Guarantee (the
"Guarantee Trustee") and will hold the Guarantee for the benefit of the holders
of the Capital Securities. The Chase Manhattan Bank will also act as Debenture
Trustee for the Junior Subordinated Debentures and as Property Trustee under the
Trust Agreement. Chase Manhattan Bank Delaware will act as Delaware Trustee
under the Trust Agreement. The Guarantee guarantees to the holders of the
Capital Securities the following payments, to the extent not paid by or on
behalf of the Trust: (i) any accumulated and unpaid Distributions required to be
paid on the Capital Securities, to the extent that the Trust has funds on hand
available therefor at such time; (ii) the Redemption Price (as defined in
"Description of Capital Securities--Redemption") with respect to any Capital
Securities called for redemption, to the extent that the Trust has funds on hand
available therefor at such time; and (iii) upon a voluntary or involuntary
dissolution of the Trust (unless the Junior Subordinated Debentures are
distributed to holders of the Capital Securities), the lesser of (a) the
aggregate of the Liquidation Amount and all accumulated and unpaid Distributions
to the date of payment, to the extent that the Trust has funds on hand available
therefor at such time, and (b) the amount of assets of the Trust remaining
available for distribution to holders of the Capital Securities on liquidation
of the Trust. The Guarantee is subordinated as described under "--Ranking of
Subordinated Obligations Under the Guarantee and the Junior Subordinated
Debentures" and "Description of Guarantee--Status of the Guarantee." The holders
of not less than a majority in aggregate Liquidation Amount of the outstanding
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 power conferred
upon the Guarantee Trustee under the Guarantee. Any holder of the Capital
Securities may institute a legal proceeding directly against the Company to
enforce its rights under the Guarantee without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or any other person or
entity.

      If the Company were to default on its obligation to pay amounts payable
under the Junior Subordinated Debentures, the Trust may lack funds for the
payment of Distributions or amounts payable on redemption of the Capital
Securities or otherwise, and, in such event, holders of the Capital Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, if a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay any amounts payable
in respect of the Junior Subordinated Debentures on the payment date on which
such payment is due and payable, then a holder of Capital Securities may
institute a legal proceeding directly against the Company for enforcement of
payment to such holder of any amounts payable in respect of such Junior
Subordinated Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Capital Securities of such holder (a "Direct Action").
In connection with such Direct Action, the Company will have a right of set-off
under the Junior Subordinated Indenture to the extent of any payment made by the
Company to such holder of Capital Securities in the Direct Action. Except as
described herein, holders of Capital Securities will not be able to exercise
directly any other remedy available to the holders of the Junior Subordinated
Debentures or assert directly any other rights in respect of the Junior
Subordinated Debentures. See "Description of Exchange Debentures--Enforcement of
Certain Rights by Holders of Capital Securities," "--Debenture Events of
Default" and "Description of Guarantee." The Trust Agreement provides that each
holder of Capital Securities by acceptance thereof agrees to the provisions of
the Guarantee and the Junior Subordinated Indenture.

<PAGE>

Limited Voting Rights

      Holders of Capital Securities will have limited voting rights relating
generally to the modification of the Capital Securities and the Guarantee and
the exercise of the Trust's rights as holder of Junior Subordinated Debentures.
Holders of Capital Securities will not be entitled to appoint, remove or replace
the Property Trustee or the Delaware Trustee except upon the occurrence of
certain events specified in the Trust Agreement and described herein. The
Property Trustee and the holders of all the Common Securities may, subject to
certain conditions, amend the Trust Agreement without the consent of holders of
Capital Securities to cure any ambiguity or make other provisions not
inconsistent with the Trust Agreement or to ensure that the Trust (i) will not
be taxable other than as a grantor trust for United States Federal income tax
purposes, or (ii) will not be required to register as an "investment company"
under the Investment Company Act. See "Description of Capital Securities--Voting
Rights; Amendment of Trust Agreement" and "--Removal of Issuer Trustees;
Appointment of Successors."

Market Prices

      There can be no assurance as to the market prices for Capital Securities,
or the market prices for Junior Subordinated Debentures that may be distributed
in exchange for Capital Securities if a liquidation of the Trust occurs.
Accordingly, the Capital Securities or the Junior Subordinated Debentures that a
holder of Capital Securities may receive on liquidation of the Trust may trade
at a discount to the price that the investor paid to purchase the Capital
Securities offered hereby. Because holders of Capital Securities may receive
Junior Subordinated Debentures on dissolution of the Trust, prospective
purchasers of Capital Securities are also making an investment decision with
regard to the Junior Subordinated Debentures and should carefully review all the
information regarding the Junior Subordinated Debentures contained herein. See
"Description of Junior Subordinated Debentures."

Growth

      The Company has grown and may seek to grow by acquiring other financial
institutions and branches or related financial services companies. However,
competition for acquisitions in the Company's market area is highly competitive.
Moreover, any acquisitions will be subject to regulatory approval and there can
be no assurance that the Company will obtain such approvals. The Company may not
be as successful in the future as it has been in the past in identifying further
acquisition candidates, integrating acquired institutions or preventing deposit
erosion at acquired institutions or branches. Furthermore, the Company's ability
to grow through acquisitions will depend on its maintaining sufficient
regulatory capital levels and on economic conditions.

      There is no assurance that the Company will not encounter unforeseen
expenses, as well as difficulties and complications in integrating expanded
operations and new employees without disruption to overall operations. In
addition, such growth may adversely affect the Company's operating results
because of many factors, including start-up costs, diversion of management time
and resources, asset quality, and required operating adjustments. There can be
no assurance that the Company will successfully integrate or achieve the
anticipated benefits of its growth or expanded operations, and there is no
assurance that rapid growth in its loan portfolio will not result in an increase
in the Company's loan loss experience.

<PAGE>

Competition

      The banking business is highly competitive. In its primary market area,
the Bank competes with other commercial banks, savings and loan associations,
credit unions, finance companies, mutual funds, insurance companies, mortgage
banking companies, and brokerage and investment banking firms operating locally
and elsewhere. The Bank's primary competitors have substantially greater
resources and lending limits than the Bank. The profitability of the Company
depends upon the Bank's ability to continue to compete in its primary market
area.

      The consumer finance industry is also highly competitive. Competitors in
the consumer finance business include mortgage banking companies, commercial
banks, credit unions, thrift institutions, credit card issuers and finance
companies. Certain of the Company's competitors are substantially larger, have
greater name recognition and have more capital and other resources than the
Company.

Risks Associated with New Business Lines and LTV Lending

      The Company acquired a California Title I home improvement loan servicing
company in December 1996 and a California 125% LTV mortgage loan originator in
October 1997. The Company's prospects must be considered in light of the risks,
delays, expenses, and difficulties frequently encountered in connection with an
early-stage business in a highly-regulated, competitive environment. In addition
to the normal risk of loss and reduced net earnings due to loan delinquencies
and other loan defaults by obligors, which become more acute in an economic
slow-down or recession, the Company is subject to increased risk of loss in its
125% LTV lending, because in most cases, the collateral for such loans will not
be sufficient to cover the principal amount of the loans in the event of
default. The Company, in its 125% LTV lending, relies principally on the
credit-worthiness of the buyer and, to a lesser extent, on the underlying
collateral for repayment. As a result, many of the Company's 125% LTV loans
equal or exceed the value of the mortgage properties. Upon the occurrence of a
default by a borrower, the Company evaluates the cost-effectiveness of
foreclosing on the property. The Company is less likely to use foreclosure to
mitigate its losses with its 125% LTV products because such loans exceed the
value of the mortgage properties; loss mitigation on these loans is undertaken
primarily through garnishment proceedings. Management periodically estimates
losses on these loans and records such estimates as a reduction of income. To
the extent that management's estimates of losses are less than the actual
losses, the Company's financial position and results of operations could be
adversely affected in the period of adjustment.

Prepayment Risk Associated with Securitizations

      In order to minimize credit risk in connection with its mortgage loan
business, the Company sells a substantial majority of the loans it originates
and purchases either through whole loan sales or through securitizations. In
connection with securitizations, the Company reports gains on sales of loans
based in part on the estimated fair value of the mortgage-related securities
retained by the Company and on the estimated fair value of retained mortgage
servicing rights related to such loans. In a securitization, the Company retains
a residual interest security and may retain an interest only strip security. The
fair value of the residual interest and interest only strip security is the
present value of the estimated net cash flows to be received after considering
the effects of prepayments and credit losses. The capitalized mortgage servicing
rights and mortgage-related securities are valued using prepayment, default, and
interest rate assumptions that the Company believes are reasonable. The amount
of revenue recognized upon the sale of loans or loan participations will vary
depending on the assumptions utilized.

      The rate of prepayment, rate of default, and the estimates of the future
costs of servicing utilized by the Company are estimates, and actual results may
vary from such estimates and such variations may be material. The gain
recognized by the Company upon the sale of loans will have been overstated or
understated if prepayments and/or defaults are greater than or less than
anticipated, respectively. Higher levels of future prepayments, and/or increase
in delinquencies or liquidations, would result in a lower valuation of the
mortgage-related securities and impairment of the mortgage servicing rights,
thereby adversely affecting the Company's earnings in the period of adjustment.

<PAGE>

Developments in Technology

      The market for financial services, including banking services, is
increasingly affected by advances in technology, including developments in
telecommunications, data processing, computers, automation, Internet-based
banking, telebanking, debit cards and so-called "smart" cards. The ability of
the Company to compete successfully in its markets may depend on the extent to
which it is able to exploit such technological changes. However, there can be no
assurance that the development of these or any other new technologies, or the
Company's success or failure in anticipating or responding to such developments,
will materially affect the Company's business, financial condition and operating
results.

      Additionally, the Company is heavily dependent upon complex computer
systems for all phases of its operations. The "Year 2000" issue-common to most
corporations-concerns the inability of certain software and databases to
properly recognize date sensitive information beginning January 1, 2000. This
problem could result in a disruption to the Company's operations, if not
corrected. Financial services institutions are particularly sensitive to such
disruptions. The Company uses third party vendors for certain of its systems. As
a result, much of the Company's remediation effort relates to monitoring and
communicating with those vendors. The Company has assessed and developed a
detailed strategy to prevent or at least minimize problems related to the Year
2000 issue. Resources have been committed and implementation began to modify the
affected information systems. Implementation is currently on schedule, but the
degree of success of the project cannot be determined at this time.



                                USE OF PROCEEDS

      Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the Exchange Capital Securities. In consideration for issuing the
Exchange Capital Securities in exchange for the Old Capital Securities as
described in this Prospectus, the Trust will receive Exchange Debentures in like
Liquidation Amount. The Old Capital Securities surrendered in exchange for the
Exchange Capital Securities will be retired and canceled.

      All the proceeds to the Trust from the sale of Capital Securities were
invested by the Trust in Junior Subordinated Debentures. The proceeds from the
Capital Securities qualify as Tier 1 or core capital with respect to the Company
under the risk-based capital guidelines established by the Federal Reserve. All
the net proceeds received by the Company from the sale of the Junior
Subordinated Debentures are being used by the Company for general corporate
purposes. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of the Company and its subsidiaries and the
availability of other funds. In view of anticipated funding requirements, the
Company may from time to time engage in additional financings of a character and
in amounts to be determined.

                              CITY HOLDING COMPANY

General

      The Company is a registered bank holding company, chartered under the laws
of the State of West Virginia, and headquartered in Charleston, West Virginia.
At June 30, 1998, the Company had total consolidated assets of approximately
$1.5 billion, total consolidated deposits of approximately $1.1 billion, and
total consolidated shareholders' equity of approximately $126 million.

      Through its lead bank subsidiary, City National, the Company provides a
wide variety of retail and commercial banking products and services to
individuals and small--and medium-sized businesses through 43 banking offices in
the State of West Virginia. Effective April 1, 1998, the Company consummated its
acquisition of Del Amo Savings Bank, FSB (Del Amo). Headquartered in Torrance,
California, Del Amo is a federally-chartered savings bank with total assets and
total deposits of approximately $116 million and $102 million, respectively at
March 31, 1998. Del Amo operates three locations in Southern California and
complements the Company's mortgage loan origination businesses located in Irvine
and Costa Mesa, California.

      The Company has experienced significant growth through acquisitions,
having acquired 11 depository and five non-depository institutions since 1985,
adding approximately $700 million in assets and 29 branch offices to the
Company's franchise. In addition, the Company has started six de novo
operations, including one depository institution. While the strategy of the
Company is to permit its various banking operations to be responsive to the
markets in which they operate, the Company has consolidated all back-office
functions, including portions of the credit underwriting, investment portfolio
management, and loan review functions. To promote responsiveness to customer
requests and operational efficiency, the Company has emphasized the use of
technology, including check imaging.

<PAGE>

      The Company maintains a diverse loan portfolio which consists of
commercial, real estate, and consumer loans to customers in its markets. At June
30, 1998, the Company had non-performing loans, consisting of non-accrual,
past-due, and restructured credits of $7.4 million, or 0.79% of gross loans. Net
charge-offs through June 30, 1998 were 0.12% of average loans. The allowance for
loan losses at June 30, 1998, was 0.93% of gross loans and 117.81% of
non-performing loans. Additionally, the Company's net charge-offs to average
loans ratio has averaged 0.19% over the five years ended December 31, 1997. For
the six months ended June 30, 1998 the Company's return on average assets and
return on average equity were 0.94% and 11.13%, respectively.

      Recognizing the increasing competition in the financial services industry,
the Company's management has embarked upon a strategy to increase non-interest
income revenue and diversify the markets in which it operates. In 1993, the
Company organized City Financial Corporation ("City Financial"), a full-service
securities brokerage and investment advisory company. City Financial operates an
office in Charleston, West Virginia, from which it offers brokerage and
investment advisory services to customers of the Company and others throughout
West Virginia.

     In 1996, the Company began an initiative to originate and service junior
lien and other similar mortgage loan products. Entry into this line of business
was in recognition of the higher margins enjoyed on junior lien mortgages,
traditionally sought by consumers for home improvement and debt consolidation
purposes. The junior lien lending activities initially were conducted through
City Mortgage Corporation, a wholly owned subsidiary of the Company whose assets
have since been sold. In August 1997, the Company formed CMS, a specialty loan
servicing company with operations in Cross Lanes, West Virginia and Costa Mesa,
California. CMS focuses on servicing niche loan products through its servicing
systems which are designed to the specific requirements of sub-prime mortgage,
non-conforming mortgage, home improvement, home equity, and other similar loan
products. At June 30, 1998, CMS had a total mortgage loan servicing portfolio of
over 54,000 accounts approximating $1.3 billion in principal balance. In October
1997, the Company acquired First Allegiance, an originator of junior lien
mortgage loans, headquartered in Irvine, California, with an existing portfolio
of loans and an experienced team of junior lien mortgage originators.
Simultaneously with this acquisition, the Company, on both the east and west
coasts, formed two parallel divisions also originating junior lien mortgages.

      Currently, these divisions are focusing on generating high LTV products,
primarily 125% LTV products through direct mail and telemarketing solicitation,
in various eastern and western states. At June 30, 1998, the Company's portfolio
of junior lien mortgages aggregated approximately $178 million, of which $164
million would be classified as 125% LTV products. The typical 125% LTV product
customer has an average FICO score of 680, and is generally utilizing the loan
product to consolidate high-rate credit or other debt or for college tuition,
home improvements, or vacations. It is the Company's intention to sell the
various loan products generated by these divisions through a balanced
combination of loan securitizations and whole loan sales, where, in the case of
loan securitizations, the Company would retain the servicing rights. Through
June 30, 1998, the Company had completed three securitization transactions
involving the securitization of approximately of $183 million of high LTV loans.
The Company plans to securitize a portion of its portfolio every quarter.

      The Company's strategy is to develop these loan origination divisions into
marketing platforms, that through the use of technology and direct mail and
telemarketing solicitations, permit the Company to access additional geographic
markets and efficiently deliver a variety of financial service products.

      The Company has also sought to expand the range of insurance products and
services that it provides through the acquisition of one insurance agency
located in Charleston, West Virginia, in December 1997, and one additional
agency in the first quarter of 1998.

<PAGE>

      On June 29, 1998, the Company (through City National) completed its
strategic investment in Mego, a specialty financial services company that
originates and purchases conventional home improvement, high loan-to-value debt
consolidation, and other similar loans. As part of an overall recapitalization
of Mego completed by several investors, the Company invested $10 million to
acquire 10,000 shares of Mego Series A Preferred Stock, which is convertible
into 6.7 million shares of Mego common stock. The Company also acquired an
option to purchase an additional 6.7 million shares of Mego common stock at a
price of $1.50 per share. Concurrent with this investment, CMS acquired the
right to service approximately $536 million of consumer mortgage loans
previously serviced by Mego and the exclusive right to service up to an
additional $1 billion of mortgage loans originated or acquired by Mego in the
future.

       On August 7, 1998, the Company announced that it had entered into a
definitive agreement and plan of reorganization to merge with Horizon. The
combined company would have total assets in excess of $2.5 billion, rank third
in deposit market share in the State of West Virginia and rank among the Top 100
banks in the country in terms of market capitalization. The transaction will be
accounted for as a pooling of interests and is expected to close during the
first quarter of 1999. Certain historical financial information regarding
Horizon is incorporated by reference herein. See "Incorporation of Certain
Documents by Reference." In addition, certain pro forma financial information
about the Company and Horizon is included herein. See "Index to Financial
Information."

      The Company expects to take advantage of the consolidation of the
financial services industry by further developing its franchise through the
acquisition of financial institutions and other entities engaged in lines of
business permissible for banks and bank holding companies. The Company believes
that as the competitive environment becomes increasingly challenging to smaller
financial institutions, the Company can offer community banking organizations an
attractive alternative, by providing the technology, product variety, and
efficiencies and services of a larger banking organization, while managing such
institutions in a manner that allows them to remain responsive to the markets in
which they operate. In addition to acquiring community banking organizations,
the Company also has interest in supplementing the Del Amo acquisition through
related acquisitions in California to further support the Company's mortgage
operations in California. Additionally, the Company is interested in acquiring
mortgage operations, including whole operations or portfolios of mortgage
servicing rights and mortgage loans, and in acquiring technology-related firms.

      The Company continues to evaluate business combination opportunities and
as a result, business combination discussions and, in some cases, negotiations
take place and future business combinations involving cash, debt, or equity
securities can be expected. Any future business combination or series of
business combinations that the Company may undertake may be material, in terms
of assets acquired or liabilities assumed, to the Company's financial condition.

      The Company was organized under the laws of the State of West Virginia on
March 12, 1982. The Company's principal executive offices are located at 25
Gatewater Road, Charleston, West Virginia 25313, and its telephone number at
such address is (304) 769-1100.

      For additional  information  regarding the Company's financial condition
and results of operations, see "Capitalization."

      NEITHER THE CAPITAL SECURITIES NOR THE JUNIOR SUBORDINATED DEBENTURES ARE
OBLIGATIONS OF OR GUARANTEED BY CITY NATIONAL.

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

      The following unaudited table presents the consolidated ratios of earnings
to fixed charges of the Company. The consolidated ratio of earnings to fixed
charges has been computed by dividing income before income taxes and fixed
charges by fixed charges. Fixed charges represent all interest expense (ratios
are presented both excluding and including interest deposits). Interest expense
(other than on deposits) includes interest on borrowed funds, federal funds
purchased and securities sold under agreements to repurchase, and other funds
borrowed.

<PAGE>

                            For the
                          Six Months
                           Ended June
                             30,         For the Year Ended December 31,
                         --------------------------------------------------

                             1998       1997    1996   1995   1994   1993
                         -------------------------------------------------

Including interest on
deposits...............      1.38x       1.44x  1.40x  1.38x  1.46x  1.49x
Excluding interest on
deposits...............      2.46        2.68   2.57   3.01   6.10  13.07


<PAGE>




                           CITY HOLDING CAPITAL TRUST

      The Trust is a statutory business trust created under Delaware law
pursuant to a trust agreement and the filing of a certificate of trust with the
Delaware Secretary of State. The Trust is governed by the Trust Agreement among
the Company, as Depositor, Chase Manhattan Bank Delaware, as Delaware Trustee,
The Chase Manhattan Bank, as Property Trustee, the Administrators named therein,
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust. The holders of the Common Securities are authorized to
select two individuals to act as administrators with respect to the Trust (the
"Administrators"). The Company, while holder of the Common Securities, intends
to select two individuals who are employees or officers of or affiliated with
the Company to serve as the Administrators. See "Description of Capital
Securities--Miscellaneous." The Trust exists for the exclusive purposes of (i)
issuing and selling the Trust Securities, (ii) using the proceeds from the sale
of the Trust Securities to acquire the Junior Subordinated Debentures and (iii)
engaging in only those other activities necessary, convenient or incidental
thereto (such as registering the transfer of the Trust Securities). Accordingly,
the Junior Subordinated Debentures will be the sole assets of the Trust, and
payments under the Junior Subordinated Debentures will be the sole source of
revenue of the Trust.

      All the Common Securities are presently owned by the Company. The Common
Securities rank pari passu, and payments will be made thereon pro rata, with the
Capital Securities, except that upon the occurrence and during the continuation
of a Debenture Event of Default arising as a result of any failure by the
Company to pay any amounts in respect of the Junior Subordinated Debentures when
due, the rights of the holders of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise will be
subordinated to the rights of the holders of the Capital Securities. See
"Description of Capital Securities--Subordination of Common Securities." The
Company has acquired Common Securities in an aggregate liquidation amount equal
to 3% of the total capital of the Trust. The Trust has a term of 31 years, but
may dissolve earlier as provided in the Trust Agreement. The address of the
Delaware Trustee is Chase Manhattan Bank Delaware, 1201 Market Street,
Wilmington, Delaware 19801, telephone number (302) 428-3375. The address of the
Property Trustee, the Guarantee Trustee and the Debenture Trustee is The Chase
Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001,
telephone number (212) 946-3340.


<PAGE>

                                 CAPITALIZATION

      The following table sets forth the unaudited consolidated capitalization
of the Company as of June 30, 1998, as adjusted to give effect to the
consummation of the offering of the Capital Securities and the application of
the net proceeds thereof as provided under "Use of Proceeds." The following data
should be read in conjunction with the Company's reports filed with the
Commission under the Exchange Act.


                                                        June 30, 1998
                                                        -------------

Short-term borrowings                                     $111,974
Long-term borrowings                                        81,295
Corporation-obligated manditorily redeemable capital
 securities of subsidiary trust holding solely junior
 subordinated debentures of the corporation(1)              30,000
                                                           -------
   Total borrowings                                        223,269
                                                           -------
Shareholders' Equity:
   Common stock, $2.50 par value,
     authorized, 6,749,785 issued and outstanding,
     including 17,055 shares in treasury                    16,874
Capital surplus                                             63,734
Retained earnings                                           44,280
Net unrealized gain on securities available for sale,
net of tax                                                   1,811
   Cost of common stock in treasury                           (591)
                                                             -----
   Total shareholders' equity                              126,108
                                                           -------
   Total capitalization                                   $349,377
                                                          ========
Capital Ratios
  Tier 1 risk-based capital ratio                             9.37%
  Total risk-based capital ratio                             10.05
  Leverage ratio                                              8.55

- ------------
(1)Reflects the Capital Securities. The Trust is a subsidiary of the Company
   and holds the Junior Subordinated Debentures as its sole asset.


                              ACCOUNTING TREATMENT

      For financial reporting purposes, the Trust will be treated as a
subsidiary of the Company and, accordingly, the accounts of the Trust will be
included in the consolidated financial statements of the Company. The Capital
Securities will be included in the consolidated balance sheets of the Company,
and appropriate disclosures about the Capital Securities, the Guarantee and the
Junior Subordinated Debentures will be included in the notes to the consolidated
financial statements of the Company. For financial reporting purposes,
Distributions on the Capital Securities will be recorded in the consolidated
statements of income of the Company as interest expense.

                               THE EXCHANGE OFFER

Purpose of the Exchange Offer

      In connection with the sale of the Old Capital Securities, the Company and
the Trust entered into the Registration Rights Agreement with the Initial
Purchasers pursuant to which the Company and the Trust agreed to file and to use
their reasonable efforts to cause to become effective with the Commission a
registration statement with respect to the exchange of the Old Capital
Securities for the Exchange Capital Securities. A copy of the Registration
Rights Agreement has been filed as an Exhibit to the Registration Statement of
which this Prospectus is a part.

<PAGE>

      The Exchange Offer is being made to satisfy the contractual obligations of
the Company and the Trust under the Registration Rights Agreement. The form and
terms of the Exchange Capital Securities are the same as the form and terms of
the Old Capital Securities except that the Exchange Capital Securities have been
registered under the Securities Act, and will not provide for any increase in
the Distribution rate thereon.

      The Registration Rights Agreement provides that (i) the Company and the
Trust shall use their respective best efforts to cause the Registration
Statement to be declared effective by the Commission on or prior to 180 days
after the date of the original issuance of the Trust Securities, and to keep the
Registration Statement effective for not less than 30 business days (or longer
if required by applicable law) after the date notice of the Exchange Offer is
made to the holders, (ii) unless the Exchange Offer will not be permitted by
applicable law or Commission policy, the Trust will commence the Exchange Offer
and use its best efforts to consummate the Exchange Offer within 30 business
days after the effective date of the Registration Statement, and (iii) if
obligated to file the "Shelf Registration Statement" (as defined in the
Registration Rights Agreement), the Company and Trust will use their best
efforts to file the Shelf Registration Statement with the Commission as promptly
as practicable, but, in any event, within 45 days after such filing obligation
arises, and to cause the Shelf Registration Statement to be declared effective
by the Commission on or prior to 180 days after such obligation arises.

      If (i) the Company and the Trust fail to file, if appropriate, the Shelf
Registration Statement on or before the dates specified for such filing, (ii)
the Registration Statement or the Shelf Registration Statement, if applicable,
is not declared effective by the Commission on or prior to the date specified
for such effectiveness (the "Effectiveness Target Date"), (iii) the Company and
Trust fail to consummate the Exchange Offer within 30 business days of the
Effectiveness Target Date with respect to the Registration Statement, or (iv)
the Registration Statement or the Shelf Registration Statement, if applicable,
is declared effective but thereafter ceases to be effective or usable in
connection with resales of "Transfer Restricted Securities" (as defined below)
during the period specified in the Registration Rights Agreement (each such
event referred to in clauses (i) through (iv) above, a "Registration Default"),
then liquidated damages shall accrue on the principal amount ("Additional
Interest") of the Junior Subordinated Debentures, and additional Distributions
shall accumulate on the Liquidation Amount ("Additional Distributions") of the
Capital Securities immediately following the occurrence of such Registration
Default, each at a rate of 0.25% per annum. Notwithstanding the foregoing,
neither the Additional Interest on the Junior Subordinated Debentures nor the
Additional Distribution rate on the Liquidation Amount of the Capital Securities
may exceed in the aggregate 0.25% per annum. Such Additional Interest and
Additional Distributions shall cease to accrue and accumulate upon the curing of
the respective Registration Default.

      For purposes of the preceding paragraph, "Transfer Restricted Security"
means each Old Capital Security, the Old Guarantee or Old Junior Subordinated
Debenture until (i) the date on which such Old Capital Security, the Old
Guarantee or Old Junior Subordinated Debenture has been exchanged for an
Exchange Capital Security, the Guarantee or Exchange Junior Subordinated
Debenture in the Exchange Offer and are thereafter freely tradable by the holder
thereof (other than an affiliate of the Company), (ii) such Old Capital
Security, Old Guarantee or Old Junior Subordinated Debenture, as the case may
be, shall have ceased to be outstanding, (iii) the date on which such Old
Capital Security, Old Guarantee or Old Junior Subordinated Debenture has been
effectively registered under the Securities Act and disposed of in accordance
with the Registration Statement or the Shelf Registration Statement, if
applicable, or (iv) the date on which such Old Capital Security, Old Guarantee
or Old Junior Subordinated Debenture is distributed to the public pursuant to
Rule 144 (or any similar provision then in force, but not Rule 144A) under the
Securities Act.

      The Exchange Offer is not being made to, nor will the Trust accept tenders
for exchange from, holders of Old Capital Securities in any jurisdiction in
which the Exchange Offer or the acceptance thereof would not be in compliance
with the securities or blue sky laws of such jurisdiction.

<PAGE>

      Unless the context requires otherwise, the term "holder" with respect to
the Exchange Offer means any person in whose name the Old Capital Securities are
registered on the books of the Trust or any other person who has obtained a
properly completed bond power from such holder, or any participant in The
Depository Trust Company ("DTC") system whose name appears on a security
position listing as the holder of such Old Capital Securities and who desires to
deliver such Old Capital Securities by book-entry transfer at DTC.

      Pursuant to the Exchange Offer, the Company will exchange promptly after
the Expiration Date, the Old Junior Subordinated Debentures, in an amount
corresponding to the Old Capital Securities accepted for exchange, for a like
aggregate principal amount of the Exchange Debentures. The Guarantee and
Exchange Debentures have been registered under the Securities Act.

Terms of the Exchange Offer

      The Trust hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and in the accompanying Letter of Transmittal, to
exchange up to $30,000,000 aggregate Liquidation Amount of Exchange Capital
Securities for a like aggregate Liquidation Amount of Old Capital Securities
properly tendered on or prior to the Expiration Date and not properly withdrawn
in accordance with the procedures described below. The Trust will issue,
promptly after the Expiration Date, an aggregate Liquidation Amount of up to
$30,000,000 of Exchange Capital Securities in exchange for a like principal
amount of outstanding Old Capital Securities tendered and accepted in connection
with the Exchange Offer. Holders may tender their Old Capital Securities in
whole or in part in a Liquidation Amount of not less than $100,000 (100 Capital
Securities) or any integral multiple of $1,000 Liquidation Amount (1 Capital
Security) in excess thereof.

      The Exchange Offer is not conditioned upon any minimum Liquidation Amount
of Old Capital Securities being tendered. As of the date of this Prospectus,
$30,000,000 aggregate Liquidation Amount of Old Capital Securities is
outstanding.

      Holders of Old Capital Securities do not have any appraisal or dissenters'
rights in connection with the Exchange Offer. Old Capital Securities which are
not tendered for or are tendered but not accepted in connection with the
Exchange Offer will remain outstanding and be entitled to the benefits of the
Trust Agreement, but will not be entitled to any further registration rights
under the Registration Rights Agreement, except under limited circumstances. See
"Risk Factors--Consequences of a Failure to Exchange Old Capital Securities" and
"Description of Old Securities."

      If any tendered Old Capital Securities are not accepted for exchange
because of an invalid tender, the occurrence of certain other events set forth
herein or otherwise, certificates for any such unaccepted Old Capital Securities
will be returned, without expense, to the tendering holder thereof promptly
after the Expiration Date.

      Holders who tender Old Capital Securities in connection with the Exchange
Offer will not be required to pay brokerage commissions or fees or, subject to
the instructions in the Letter of Transmittal, transfer taxes with respect to
the exchange of Old Capital Securities in connection with the Exchange Offer.
The Company will pay all charges and expenses, other than certain applicable
taxes described below, in connection with the Exchange Offer. See "--Fees and
Expenses."

      NEITHER THE COMPANY, ITS BOARD OF DIRECTORS NOR ANY ISSUER TRUSTEE OF THE
TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF OLD CAPITAL SECURITIES AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OLD
CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN
AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD CAPITAL SECURITIES
MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER
AND, IF SO, THE AGGREGATE AMOUNT OF OLD CAPITAL SECURITIES TO TENDER BASED ON
SUCH HOLDERS OWN FINANCIAL POSITION AND REQUIREMENTS.

<PAGE>

Expiration Date; Extensions; Amendments

      The term "Expiration Date" means 5:00 p.m., New York City time, on
________________, 1998 unless the Exchange Offer is extended by the Company or
the Trust (in which case the term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended).

      The Company and the Trust expressly reserve the right in their sole and
absolute discretion, subject to applicable law, at any time and from time to
time, (i) to delay the acceptance of the Old Capital Securities for exchange,
(ii) to terminate the Exchange Offer (whether or not any Old Capital Securities
have theretofore been accepted for exchange) if the Trust determines, in its
sole and absolute discretion, that any of the events or conditions referred to
under "--Conditions to the Exchange Offer" have occurred or exist or have not
been satisfied, (iii) to extend the Expiration Date of the Exchange Offer and
retain all Old Capital Securities tendered pursuant to the Exchange Offer,
subject, however, to the right of holders of Old Capital Securities to withdraw
their tendered Old Capital Securities as described under "--Withdrawal Rights,"
and (iv) to waive any condition or otherwise amend the terms of the Exchange
Offer in any respect. If the Exchange Offer is amended in a manner determined by
the Company and the Trust to constitute a material change, or if the Company and
the Trust waive a material condition of the Exchange Offer, the Company and the
Trust will promptly disclose such amendment by means of a prospectus supplement
that will be distributed to the holders of the Old Capital Securities, and the
Company and the Trust will extend the Exchange Offer to the extent required by
Rule 14e-1 under the Exchange Act.

      Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral (promptly confirmed in writing) or written notice
thereof to the Exchange Agent and by making a public announcement thereof, and
such announcement in the case of an extension will be made no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Without limiting the manner in which the Company and
the Trust may choose to make any public announcement and subject to applicable
law, the Company and the Trust shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a
release to an appropriate news agency.

Acceptance for Exchange and Issuance of Exchange Capital Securities

      Upon the terms and subject to the conditions of the Exchange Offer, the
Trust will exchange, and will issue to the Exchange Agent, Exchange Capital
Securities for Old Capital Securities validly tendered and not withdrawn
promptly after the Expiration Date.

      In all cases, delivery of Exchange Capital Securities in exchange for Old
Capital Securities tendered and accepted for exchange pursuant to the Exchange
Offer will be made only after timely receipt by the Exchange Agent of (i) Old
Capital Securities or a book-entry confirmation of a book-entry transfer of Old
Capital Securities into the Exchange Agent's account at DTC, (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees or (in case of a book-entry transfer) an
Agent's Message in lieu of the Letter of Transmittal, and (iii) any other
documents required by the Letter of Transmittal.

      The term "book-entry confirmation" means a timely confirmation of a
book-entry transfer of Old Capital Securities into the Exchange Agent's account
at DTC. The term "Agent's Message" means a message, transmitted by DTC to and
received by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received and
agrees to be bound by, and make the representations and warranties contained in,
the Letter of Transmittal and that the Trust and the Company may enforce such
Letter of Transmittal against such participant.

      Subject to the terms and conditions of the Exchange Offer, the Trust will
be deemed to have accepted for exchange, and thereby exchanged, Old Capital
Securities validly tendered and not withdrawn as, if and when the Trust gives
oral (promptly confirmed in writing) or written notice to the Exchange Agent of
the Trust's acceptance of such Old Capital Securities for exchange pursuant to
the Exchange Offer. The Exchange Agent will act as agent for the Trust for the
purpose of receiving tenders of Old Capital Securities, Letters of Transmittal
and related documents, and as agent for tendering holders for the purpose of
receiving Old Capital Securities, Letters of Transmittal and related documents
and transmitting Exchange Capital Securities to validly tendering holders. Such
exchange will be made promptly after the Expiration Date. If for any reason
whatsoever, acceptance for exchange or the exchange of any Old Capital
Securities tendered pursuant to the Exchange Offer is delayed (whether before or
after the Trust's acceptance for exchange of Old Capital Securities) or the
Trust extends the Exchange Offer or is unable to accept for exchange or exchange
Old Capital Securities tendered pursuant to the Exchange Offer, then, without
prejudice to the Trust's rights set forth herein, the Exchange Agent may,
nevertheless, on behalf of the Trust and subject to Rule 14e-1(c) under the
Exchange Act, retain tendered Old Capital Securities and such Old Capital
Securities may not be withdrawn except to the extent tendering holders are
entitled to withdrawal rights as described under "--Withdrawal Rights."

<PAGE>

      Pursuant to the Letter of Transmittal or Agent's Message in lieu thereof,
a holder of Old Capital Securities will warrant and agree in the Letter of
Transmittal that it has full power and authority to tender, exchange, sell,
assign and transfer Old Capital Securities, that the Trust will acquire good,
marketable and unencumbered title to the tendered Old Capital Securities, free
and clear of all liens, restrictions, charges and encumbrances, and the Old
Capital Securities tendered for exchange are not subject to any adverse claims
or proxies. The holder also will warrant and agree that it will, upon request,
execute and deliver any additional documents deemed by the Trust or the Exchange
Agent to be necessary or desirable to complete the exchange, sale, assignment,
and transfer of the Old Capital Securities tendered pursuant to the Exchange
Offer.

Procedures for Tendering Old Capital Securities

      Valid Tender. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees or (in the case of a book-entry transfer) an
Agent's Message in lieu of the Letter of Transmittal and any other required
documents, must be received by the Exchange Agent at the address set forth under
"--Exchange Agent," and either (i) tendered Old Capital Securities must be
received by the Exchange Agent, or (ii) such Old Capital Securities must be
tendered pursuant to the procedures for book-entry transfer set forth below and
a book-entry confirmation, including an Agent's Message if the tendering holder
has not delivered a Letter of Transmittal, must be received by the Exchange
Agent, in each case on or prior to the Expiration Date, or (iii) the guaranteed
delivery procedures set forth below must be complied with.

      If less than all of the Old Capital Securities are tendered, a tendering
holder should fill in the amount of Old Capital Securities being tendered in the
appropriate box on the Letter of Transmittal or so indicate in an Agent's
Message in lieu of the Letter of Transmittal. The entire amount of Old Capital
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.

      THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Book-Entry Transfer. The Company understands that the Exchange Agent has
confirmed with DTC that any financial institution that is a participant in DTC's
system may utilize DTC's Automated Tender Offer Program ("ATOP") to tender Old
Capital Securities. The Exchange Agent will establish an account with respect to
the Old Capital Securities at DTC for purposes of the Exchange Offer within two
business days after the date of this Prospectus. Any financial institution that
is a participant in DTC's book-entry transfer facility system may make a
book-entry delivery of the Old Capital Securities by causing DTC to transfer
such Old Capital Securities into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfers. However, although delivery of
Old Capital Securities may be effected through book-entry transfer into the
Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any
other required documents, must in any case be delivered to and received by the
Exchange Agent at its address set forth under "--Exchange Agent" on or prior to
the Expiration Date, or the guaranteed delivery procedures set forth below must
be complied with.

<PAGE>

      DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

      Signature Guarantees. Certificates for the Old Capital Securities need not
be endorsed and signature guarantees on the Letter of Transmittal are
unnecessary unless (a) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the certificate
or (b) such holder completes the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" in the Letter of Transmittal. In the case of (a)
or (b) above, such certificates for Old Capital Securities must be duly endorsed
or accompanied by a properly executed bond power, with the endorsement or
signature on the bond power and on the Letter of Transmittal guaranteed by a
firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an
"eligible guarantor institution," including (as such terms are defined therein):
(i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association that is a participant in a Securities Transfer
Association (an "Eligible Institution"), unless surrendered on behalf of such
Eligible Institution. See Instruction 1 to the Letter of Transmittal.

      Delivery. The method of delivery of the Book-Entry Confirmation,
certificates representing tendered Old Capital Securities, the Letter of
Transmittal, and all other required documents is at the option and sole risk of
the tendering holder, and "delivery" will be deemed made only when actually
received by the Exchange Agent. If delivery is to be made by mail, registered
mail, return receipt requested, properly insured, or an overnight delivery
service, is recommended. In all such cases, sufficient time should be allowed to
ensure timely delivery on or before the Expiration Date.

      Guaranteed Delivery. If a holder desires to tender Old Capital Securities
pursuant to the Exchange Offer and the certificates for such Old Capital
Securities are not immediately available or time will not permit all required
documents to reach the Exchange Agent on or prior to the Expiration Date, or the
procedure for book-entry transfer cannot be completed on a timely basis, such
Old Capital Securities may nevertheless be tendered, provided that all of the
following guaranteed delivery procedures are complied with:

          (a)   such tenders are made by or through an Eligible Institution;

          (b)   a properly completed and duly executed Notice of Guaranteed
                Delivery, substantially in the form accompanying the Letter of
                Transmittal, is received by the Exchange Agent, as provided
                below, on or prior to the Expiration Date; and

          (c)   the  certificates  (or  a  book-entry  confirmation)
                representing  all tendered  Old Capital  Securities,  in proper
                form for  transfer, together with a properly  completed  and
                duly  executed  Letter of Transmittal  (or  facsimile  thereof
                or  Agent's  Message in lieu thereof),  with any required
                signature  guarantees  and any other documents  required by the
                Letter of Transmittal,  are received by the Exchange  Agent
                within three New York Stock  Exchange  trading days  after the
                date of  execution  of such  Notice of  Guaranteed Delivery.

      The Notice of Guaranteed Delivery may be delivered by hand, or transmitted
by facsimile or mailed to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.

      Notwithstanding any other provision hereof, the delivery of Exchange
Capital Securities in exchange for Old Capital Securities tendered and accepted
for exchange pursuant to the Exchange Offer will in all cases be made only after
timely receipt by the Exchange Agent of Old Capital Securities, or of a
book-entry confirmation with respect to such Old Capital Securities, and a
properly completed and duly executed Letter of Transmittal (or facsimile thereof
or Agent's Message in lieu thereof), together with any required signature
guarantees and any other documents required by the Letter of Transmittal.
Accordingly, the delivery of Exchange Capital Securities might not be made to
all tendering holders at the same time, and will depend upon when Old Capital
Securities, book-entry confirmations with respect to Old Capital Securities and
other required documents are received by the Exchange Agent.

<PAGE>

      The Trust's acceptance for exchange of Old Capital Securities tendered
pursuant to any of the procedures described above will constitute a binding
agreement between the tendering holder and the Trust upon the terms and subject
to the conditions of the Exchange Offer.

      Determination of Validity. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange of
any tendered Old Capital Securities will be determined by the Company and the
Trust, in their sole discretion, whose determination shall be final and binding
on all parties. The Company and the Trust reserve the absolute right, in their
sole and absolute discretion, to reject any and all tenders determined by them
not to be in proper form or the acceptance of which, or exchange for, may, in
the opinion of counsel to the Company and the Trust, be unlawful. The Company
and the Trust also reserve the absolute right, subject to applicable law, to
waive any of the conditions of the Exchange Offer as set forth under
"--Conditions to the Exchange Offer" or any condition or irregularity in any
tender of Old Capital Securities of any particular holder whether or not similar
conditions or irregularities are waived in the case of other holders.

      The interpretation by the Company and the Trust of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding. No tender of Old Capital
Securities will be deemed to have been validly made until all irregularities
with respect to such tender have been cured or waived. Neither the Company, the
Trust, any affiliates or assigns of the Company or the Trust, the Exchange Agent
nor any other person shall be under any duty to give any notification of any
irregularities in tenders or incur any liability for failure to give any such
notification.

      If any Letter of Transmittal, endorsement, bond power, power of attorney,
or any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and unless waived by the Company
and the Trust, proper evidence satisfactory to the Company and the Trust, in
their sole discretion, of such person's authority to so act must be submitted.

      A beneficial owner of Old Capital Securities that are held by or
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee or custodian is urged to contact such entity promptly if such
beneficial holder wishes to participate in the Exchange Offer.

Resales of Exchange Capital Securities

      The Trust is making the Exchange Offer for the Exchange Capital Securities
in reliance on the position of the staff of the Division of Corporation Finance
of the Commission as set forth in certain interpretive letters addressed to
third parties in other transactions. However, neither the Company nor the Trust
sought its own interpretive letter and there can be no assurance that the staff
of the Division of Corporation Finance of the Commission would make a similar
determination with respect to the Exchange Offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff of the
Division of Corporation Finance of the Commission, and subject to the two
immediately following sentences, the Company and the Trust believe that Exchange
Capital Securities issued pursuant to the Exchange Offer in exchange for Old
Capital Securities may be offered for resale, resold and otherwise transferred
by a holder thereof (other than a holder who is a broker-dealer) without further
compliance with the registration and prospectus delivery requirements of the
Securities Act, provided that such Exchange Capital Securities are acquired in
the ordinary course of such holder's business and that such holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such Exchange Capital Securities. However, any holder of Old Capital Securities
who is an "affiliate" of the Company or the Trust as defined under Rule 405 of
the Securities Act or who intends to participate in the Exchange Offer for the
purpose of distributing Exchange Capital Securities, or any broker-dealer who
purchased Old Capital Securities from the Trust for resale pursuant to Rule 144A
or any other available exemption under the Securities Act, (a) will not be able
to rely on the interpretations of the staff of the Division of Corporation
Finance of the Commission set forth in the above-mentioned interpretive letters,
(b) will not be permitted or entitled to tender such Old Capital Securities in
the Exchange Offer and (c) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any sale or other
transfer of such Old Capital Securities unless such sale is made pursuant to an
exemption from such requirements. In addition, as described below, if any
broker-dealer holds Old Capital Securities acquired for its own account as a
result of market-making or other trading activities and exchanges such Old
Capital Securities for Exchange Capital Securities, then such broker-dealer must
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such Exchange Capital Securities.

<PAGE>

      Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for Exchange Capital Securities in the Exchange Offer will be
required to represent that (i) it is not an "affiliate" of the Company or the
Trust, (ii) any Exchange Capital Securities to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such Exchange Capital Securities, and (iv) if
such holder is not a broker-dealer, such holder is not engaged in, and does not
intend to engage in, a distribution (within the meaning of the Securities Act)
of such Exchange Capital Securities. In addition, the Company and the Trust may
require such holder, as a condition to such holder's eligibility to participate
in the Exchange Offer, to furnish to the Company and the Trust (or an agent
thereof) in writing information as to the number of "beneficial owners" (within
the meaning of Rule 13d-3 under the Exchange Act) on behalf of whom such holder
holds the Old Capital Securities to be exchanged in the Exchange Offer. Each
broker-dealer that receives Exchange Capital Securities for its own account
pursuant to the Exchange Offer must acknowledge that it acquired the Old Capital
Securities for its own account as the result of market-making activities or
other trading activities and must agree that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Capital Securities. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
Based on the position taken by the staff of the Division of Corporation Finance
of the Commission in the interpretive letters referred to above, the Company and
the Trust believe that Participating Broker-Dealers who acquired Old Capital
Securities for their own accounts as a result of market-making activities or
other trading activities may fulfill their prospectus delivery requirements with
respect to the Exchange Capital Securities received upon exchange of such Old
Capital Securities (other than Old Capital Securities which represent an unsold
allotment from the original sale of the Old Capital Securities) with a
prospectus meeting the requirements of the Securities Act, which may be the
prospectus prepared for an exchange offer so long as it contains a description
of the plan of distribution with respect to the resale of such Exchange Capital
Securities. Accordingly, this Prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer during the
period referred to below in connection with resales of Exchange Capital
Securities received in exchange for Old Capital Securities where such Old
Capital Securities were acquired by such Participating Broker-Dealer for its own
account as a result of market-making or other trading activities. Subject to
certain provisions set forth in the Registration Rights Agreement, the Company
and the Trust have agreed that this Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of such Exchange Capital Securities for a period ending
90-days after the Expiration Date (subject to extension under certain limited
circumstances described below) or, if earlier, when all such Exchange Capital
Securities have been disposed of by such Participating Broker-Dealer. See "Plan
of Distribution." However, a Participating Broker-Dealer who intends to use this
Prospectus in connection with the resale of Exchange Capital Securities received
in exchange for Old Capital Securities pursuant to the Exchange Offer must
notify the Company or the Trust, or cause the Company or the Trust to be
notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided for that purpose
in the Letter of Transmittal or may be delivered to the Exchange Agent at one of
the addresses set forth herein under "--Exchange Agent." Any Participating
Broker-Dealer who is an "affiliate" of the Company or the Trust may not rely on
such interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction.

      In that regard, each Participating Broker-Dealer who surrenders Old
Capital Securities pursuant to the Exchange Offer will be deemed to have agreed,
by execution of the Letter of Transmittal or delivery of an Agent's Message in
lieu thereof, that, upon receipt of notice from the Company or the Trust of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in this Prospectus untrue in any material
respect or which causes this Prospectus to omit to state a material fact
necessary in order to

<PAGE>

make the statements contained or incorporated by reference herein, in light of
the circumstances under which they were made, not misleading or of the
occurrence of certain other events specified in the Registration Rights
Agreement, such Participating Broker-Dealer will suspend the sale of Exchange
Capital Securities (or the Guarantee or the Exchange Debentures, as applicable)
pursuant to this Prospectus until the Company or the Trust has amended or
supplemented this Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to such Participating
Broker-Dealer or the Company or the Trust has given notice that the sale of the
Exchange Capital Securities (or the Guarantee or the Exchange Debentures, as
applicable) may be resumed, as the case may be. If the Company or the Trust
gives such notice to suspend the sale of the Exchange Capital Securities (or the
Guarantee or the Exchange Debentures, as applicable), it shall extend the 90-day
period referred to above during which Participating Broker-Dealers are entitled
to use this Prospectus in connection with the resale of Exchange Capital
Securities by the number of days during the period from and including the date
of the giving of such notice to and including the date when Participating
Broker-Dealers shall have received copies of the amended or supplemented
Prospectus necessary to permit resales of the Exchange Capital Securities or to
and including the date on which the Company or the Trust has given notice that
the sale of Exchange Capital Securities (or the Guarantee or the Exchange
Debentures, as applicable) may be resumed, as the case may be.

Withdrawal Rights

      Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date.

      In order for a withdrawal to be effective, a written, telegraphic or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent the address set forth under "--Exchange Agent" on or prior to
the Expiration Date. Any such notice of withdrawal must specify the name of the
person who tendered the Old Capital Securities to be withdrawn, the aggregate
principal amount of Old Capital Securities to be withdrawn, and (if certificates
for such Old Capital Securities have been tendered) the name of the registered
holder of the Old Capital Securities as set forth on the Old Capital Securities,
if different from that of the person who tendered such Old Capital Securities.
If Old Capital Securities have been delivered or otherwise identified to the
Exchange Agent, then prior to the physical release of such Old Capital
Securities, the tendering holder must submit the serial numbers shown on the
particular Old Capital Securities to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution, except in
the case of Old Capital Securities tendered for the account of an Eligible
Institution. If Old Capital Securities have been tendered pursuant to the
procedures for book-entry transfer set forth in "--Procedures for Tendering Old
Capital Securities," the notice of withdrawal must specify the name and number
of the account at DTC to be credited with the withdrawal of Old Capital
Securities, in which case a notice of withdrawal will be effective if delivered
to the Exchange Agent by written, telegraphic or facsimile transmission.
Withdrawals of tenders of Old Capital Securities may not be rescinded. Old
Capital Securities properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent time on
or prior to the Expiration Date by following any of the procedures described
above under "--Procedures for Tendering Old Capital Securities."

      All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Trust, in its sole
discretion, whose determination shall be final and binding on all parties.
Neither the Company, the Trust, any affiliates or assigns of the Company or the
Trust, the Exchange Agent nor any other person shall be under any duty to give
any notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old Capital Securities
which have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.

Distributions on Exchange Capital Securities

      Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive accumulated Distributions on such Old
Capital Securities for any period from and after the last Distribution Date with
respect to such Old Capital Securities prior to the original issue date of the
Exchange Capital Securities or, if no such Distributions have been made, will
not receive any accumulated Distributions on such Old Capital Securities, and
will be deemed to have waived the right to receive any Distributions on such Old
Capital Securities accumulated from and after such Distribution Date or, if no
such Distributions have been made, from and after March 31, 1998. However,
because Distributions on the Exchange Capital Securities will accumulate from
such date, the amount of the Distributions received by holders whose Old Capital
Securities are accepted for exchange will not be affected by the exchange.

<PAGE>

Conditions to the Exchange Offer

      Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Company and the Trust will not be required
to accept for exchange, or to exchange, any Old Capital Securities for any
Exchange Capital Securities, and, as described below, may terminate the Exchange
Offer (whether or not any Old Capital Securities have theretofore been accepted
for exchange) or may waive any conditions to or amend the Exchange Offer, if any
of the following conditions have occurred or exists or have not been satisfied:

          (a)   there shall occur a change in the  current  interpretation  by
      the staff of the Commission  which permits the Exchange  Capital
      Securities issued  pursuant to the Exchange Offer in exchange for Old
      Capital Securities  to  be  offered  for  resale,   resold  and  otherwise
      transferred by holders thereof (other than  broker-dealers and any such
      holder  which is an  "affiliate"  of the Company or the Trust within the
      meaning of Rule 405 under the  Securities  Act) without compliance   with
      the   registration   and  prospectus   delivery provisions  of the
      Securities  Act  provided  that such  Exchange Capital  Securities  are
      acquired in the  ordinary  course of such holders'   business  and  such
      holders  have  no  arrangement  or understanding  with any person to
      participate in the  distribution of such Exchange Capital Securities; or

          (b)   any law, statute, rule or regulation shall have been adopted or
      enacted which, in the judgment of the Company or the Trust, would
      reasonably be expected to impair its ability to proceed with the Exchange
      Offer; or

          (c)   a stop  order  shall  have been  issued by the  Commission  or
      any state securities   authority   suspending  the   effectiveness   of
      the Registration  Statement or  proceedings  shall have been initiated or,
      to the knowledge of the Company or the Trust,  threatened  for that
      purpose or any  governmental  approval has not been obtained, which
      approval  the  Company  or the  Trust  shall,  in its  sole discretion,
      deem necessary for the  consummation  of the Exchange Offer as
      contemplated hereby.

      If the Company or the Trust determines in its sole and absolute discretion
that any of the foregoing events or conditions has occurred or exists or has not
been satisfied, it may, subject to applicable law, terminate the Exchange Offer
(whether or not any Old Capital Securities have theretofore been accepted for
exchange) or may waive any such condition or otherwise amend the terms of the
Exchange Offer in any respect. If such waiver or amendment constitutes a
material change to the Exchange Offer, the Company or the Trust will promptly
disclose such waiver or amendment by means of a prospectus supplement that will
be distributed to the registered holders of the Old Capital Securities and will
extend the Exchange Offer to the extent required by Rule 14e-1 under the
Exchange Act.

Exchange Agent

      The Chase Manhattan Bank has been appointed as Exchange Agent for the
Exchange Offer. Delivery of the Letters of Transmittal and any other required
documents, questions, requests for assistance, and requests for additional
copies of this Prospectus or of the Letter of Transmittal should be directed to
the Exchange Agent by registered or certified mail or by hand or overnight
delivery as follows:

<PAGE>

      By Registered or Certified Mail or Hand or Overnight Delivery:

      The Chase Manhattan Bank
      55 Water Street, Room 234
      North Building
      New York, New York 10041
      Attention: Carlos Esteves

      Confirm By Telephone: (212) 638-0828

      Facsimile Transmissions:  (212) 638-7375/344-9367

      Delivery to other than the above address or facsimile numbers will not
constitute a valid delivery.

Fees and Expenses

      The Company has agreed to pay the Exchange Agent reasonable and customary
fees for its services and will reimburse it for its reasonable out-of-pocket
expenses in connection therewith. The Company will also pay brokerage houses and
other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Prospectus and related documents
to the beneficial owners of Old Capital Securities, and in handling or tendering
for their customers.

      Holders who tender their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however,
Exchange Capital Securities are to be delivered to, or are to be issued in the
name of, any person other than the registered holder of the Old Capital
Securities tendered, or if a transfer tax is imposed for any reason other than
the exchange of Old Capital Securities in connection with the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.

      Neither the Company nor the Trust will make any payment to brokers,
dealers or other nominees soliciting acceptances of the Exchange Offer.

                   DESCRIPTION OF EXCHANGE CAPITAL SECURITIES

      Pursuant to the terms of the Trust Agreement, the Issuer Trustees on
behalf of the Trust have issued the Capital Securities and the Common Securities
and will issue the Exchange Capital Securities pursuant to the Exchange Offer.
The Exchange Capital Securities will represent preferred undivided beneficial
interests in the assets of the Trust and the holders thereof will be entitled to
a preference in certain circumstances with respect to Distributions and amounts
payable on redemption or liquidation of the Common Securities, as well as other
benefits as described in the Trust Agreement. This summary of certain provisions
of the Exchange Capital Securities and the Trust Agreement does not purport to
be complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Trust Agreement, including the definitions therein of
certain terms. Whenever particular defined terms of the Trust Agreement are
referred to herein, such defined terms are incorporated herein by reference. A
copy of the form of the Trust Agreement is available upon request from the Trust
by contacting the Issuer Trustees.

General

      The Capital Securities (including the Old Capital Securities and the
Exchange Capital Securities) are limited to $30,000,000 aggregate Liquidation
Amount outstanding. The Capital Securities will rank pari passu, and payments
will be made thereon pro rata, with the Common Securities except as described
under "--Subordination of Common Securities." The Junior Subordinated Debentures
will be registered in the name of the Trust and held by the Property Trustee in
trust for the benefit of the holders of the Capital Securities and Common
Securities. The Guarantee will be a guarantee on a subordinated basis with
respect to the Capital Securities but will not guarantee payment of
Distributions or amounts payable on redemption or liquidation of such Capital
Securities when the Trust does not have funds on hand available to make such
payments. See "Description of Guarantee."

<PAGE>

Distributions

      The Capital Securities represent preferred undivided beneficial interests
in the assets of the Trust, and Distributions on each Capital Security will be
payable at an annual rate equal to 9.15% on the stated Liquidation Amount of
$1,000, payable semi-annually in arrears on the 1st day of April and October of
each year (each a "Distribution Date"), to the holders of the Capital Securities
at the close of business on March 15 or September 15 (whether or not a Business
Day (as defined below)) next preceding the relevant Distribution Date.
Distributions on the Capital Securities will be cumulative. Distributions will
accumulate from the date of original issuance. The first Distribution Date for
the Capital Securities will be October 1, 1998. The amount of Distributions
payable for any period less than a full Distribution period will 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. Distributions payable for each full
Distribution period will be computed by dividing the rate per annum by two. If
any date on which Distributions are payable on the Capital Securities is not a
Business Day, then payment of the Distributions payable on such date will be
made on the next succeeding day that is a Business Day (without any additional
Distributions or other payment in respect of any such delay), with the same
force and effect as if made on the date such payment was originally payable.

      So long as no Debenture Event of Default has occurred and is continuing,
the Company has the right under the Junior Subordinated Indenture to defer the
payment of interest on the Junior Subordinated Debentures at any time or from
time to time for a period not exceeding 10 consecutive semi-annual periods with
respect to each Extension Period, provided that no Extension Period may extend
beyond the Stated Maturity of the Junior Subordinated Debentures. As a
consequence of any such deferral, semi-annual Distributions on the Capital
Securities by the Trust will be deferred during any such Extension Period.
Distributions to which holders of the Capital Securities are entitled will
accumulate additional Distributions thereon at a rate per annum of 9.15%
thereof, compounded 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 two. The term "Distributions" as used herein
shall include any such additional Distributions. During any such Extension
Period, the Company may 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 Junior Subordinated Debentures (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
shareholder 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 shareholder's rights
plan, or the issuance of rights, stock or other property under any shareholder's
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 Extension Period may exceed 10 consecutive semi-annual periods
or extend beyond the Stated Maturity of the Junior Subordinated Debentures. Upon
the termination of any such Extension Period and the payment of all amounts then
due, the Company may elect to begin a new Extension Period. No interest shall be
due and payable during an Extension Period, except at the end thereof. The
Company must give the Issuer Trustees notice of its election of such Extension
Period at least one Business Day prior to the earlier of (i) the date the
Distributions on the Capital Securities would have been payable but for the
election to begin such Extension Period and (ii) the date the Property Trustee
is required to give notice to holders of the 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. The Property Trustee will give
notice of the Company's election to begin a new Extension Period to the holders
of the Capital Securities. Subject to the foregoing, there is no limitation on
the number of times that the Company may elect to begin an Extension Period. See
"Description of Exchange Debentures--Option to Defer Interest Payments" and
"Certain Federal Income Tax Consequences--Interest Income and Original Issue
Discount."

<PAGE>

      The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures.

      The revenue of the Trust available for distribution to holders of the
Capital Securities will be limited to payments under the Junior Subordinated
Debentures in which the Trust will invest the proceeds from the issuance and
sale of the Capital Securities. See "Description of Exchange
Debentures--General." If the Company does not make interest payments on the
Junior Subordinated Debentures, the Trust may not have funds available to pay
Distributions or other amounts payable on the Capital Securities. The payment of
Distributions and other amounts payable on the Capital Securities (if and to the
extent the Trust has funds legally available for and cash sufficient to make
such payments) is guaranteed by the Company on a limited basis as set forth
herein under "Description of Guarantee."

Redemption

      Upon the repayment or redemption, in whole or in part, of the Junior
Subordinated Debentures, whether at maturity or upon earlier redemption as
provided in the Junior Subordinated Indenture, the proceeds from such repayment
or redemption shall 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 (the "Redemption Price") equal to the
aggregate Liquidation Amount of such Capital Securities plus accumulated but
unpaid Distributions thereon to but excluding the date of redemption (the
"Redemption Date") and the related amount of the premium, if any, paid by the
Company upon the concurrent redemption of such Junior Subordinated Debentures.
See "Description of Junior Subordinated Debentures--Redemption." If less than
all the Junior Subordinated Debentures are to be repaid or redeemed on a
Redemption Date, then the proceeds from such repayment or redemption shall be
allocated to the redemption pro rata of the Capital Securities and the Common
Securities. The amount of premium, if any, paid by the Company upon the
redemption of all or any part of the Junior Subordinated Debentures to be repaid
or redeemed on a Redemption Date shall be allocated to the redemption pro rata
of the Capital Securities and the Common Securities.

      The Company has the right to redeem the Junior Subordinated Debentures (i)
on or after April 1, 2008, in whole at any time or in part from time to time, or
(ii) in whole, but not in part, at any time within 90 days following the
occurrence and during the continuation of a Tax Event, Investment Company Event
or Capital Treatment Event (each as defined below), in each case subject to
possible regulatory approval. See "--Liquidation Distribution Upon Dissolution."
A redemption of the Junior Subordinated Debentures would cause a mandatory
redemption of a Like Amount of the Capital Securities and Common Securities at
the Redemption Price.

      The Redemption Price, in the case of a redemption under (i) above, shall
equal the following prices, expressed in percentages of the Liquidation Amount
(as defined below), together with accumulated Distributions to but excluding the
date fixed for redemption, if redeemed during the 12-month period beginning
April 1:

<PAGE>

                                                                  Redemption
Year                                                                 Price
- ------                                                          --------------

2008...........................................................      104.58
2009...........................................................      104.12
2010...........................................................      103.66
2011...........................................................      103.20
2012...........................................................      102.75
2013...........................................................      102.29
2014...........................................................      101.83
2015...........................................................      101.37
2016...........................................................      100.92
2017...........................................................      100.46
and at 100% on or after April 1, 2018.

      The Redemption Price, in the case of a redemption on or after April 1,
2008 following a Tax Event, Investment Company Event or Capital Treatment Event
shall equal the Redemption Price then applicable to a redemption under (i)
above. The Redemption Price, in the case of a redemption prior to April 1, 2008
following a Tax Event, Investment Company Event or Capital Treatment Event as
described under (ii) above, will equal for each Capital Security the Make-Whole
Amount for a corresponding $1,000 principal amount of Junior Subordinated
Debentures together with accumulated Distributions 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 (as defined below), the sum of the present
values 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 April 1, 2008, 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 April 1, 2008
(the "Remaining Life"), 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.

      "Adjusted Treasury Rate" means, with respect to any Redemption Date, the
Treasury Rate plus (i) 200 basis points if such Redemption Date occurs on or
before April 1, 1999 or (ii) 150 basis points if such Redemption Date occurs
after April 1, 1999.

      "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 Federal Reserve 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.

      "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the City of New York or Charleston, West
Virginia are authorized or required by law or executive order to remain closed,
or (c) a day on which the Property Trustee's Corporate Trust Office or the
Corporate Trust Office of the Debenture Trustee is closed for business.

      "Like Amount" means (i) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount (as defined below) equal to that
portion of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with the Junior Subordinated Indenture,
allocated to the Common Securities and to the Capital Securities based upon the
relative Liquidation Amounts of such classes and (ii) with respect to a
distribution of Junior Subordinated Debentures to holders of Trust Securities in
connection with a dissolution or liquidation of the 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.

<PAGE>

      "Liquidation  Amount"  means  the  stated  amount  of  $1,000  per Trust
Security.

      "Tax Event" means the receipt by the Trust of an opinion of counsel to the
Company 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, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the delivery of such
opinion, subject to United States Federal income tax with respect to income
received or accrued on the Junior Subordinated Debentures or Exchange
Debentures, (ii) interest payable by the Company on the Junior Subordinated
Debentures or Exchange Debentures is not, or within 90 days of the delivery of
such opinion, will not be, deductible by the Company, in whole or in part, for
United States Federal income tax purposes or (iii) the Trust is, or will be
within 90 days of the delivery of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

      "Investment Company Event" means the receipt by the Trust of an opinion of
counsel to the Company 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 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.

      "Capital Treatment Event" means 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 issuance of the Capital
Securities, there is more than an insubstantial risk that the Company will not
be entitled to treat an amount equal to the Liquidation Amount of the Capital
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of
the risk-based capital adequacy guidelines of the Federal Reserve, as then in
effect and applicable to the Company.

      Payment of Additional Sums. If a Tax Event described in clause (i) or
(iii) of the definition of Tax Event above has occurred and is continuing and
the Trust is the holder of all the Junior Subordinated Debentures, the Company
will pay Additional Sums (as defined below), if any, on the Junior Subordinated
Debentures.

      "Additional Sums" means the additional amounts as may be necessary in
order that the amount of Distributions then due and payable by the Trust on the
outstanding Capital Securities and Common Securities of the Trust will not be
reduced as a result of any additional taxes, duties and other governmental
charges to which the Trust has become subject as a result of a Tax Event.

Redemption Procedures

      Capital Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the applicable proceeds from the contemporaneous
redemption of the Junior Subordinated Debentures. Redemptions of the Capital
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds on hand available
for the payment of such Redemption Price. See also "--Subordination of Common
Securities."

<PAGE>

      If the Trust 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, in the case of Capital Securities held in
book-entry form, the Property Trustee will 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. With respect to Capital Securities not held in book-entry
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 such paying agent irrevocable
instructions and authority to pay the Redemption Price to the holders thereof
upon surrender of their certificates evidencing the Capital Securities.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Capital Securities called for redemption shall be
payable to the holders of the Capital 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 the holders of the Exchange Capital Securities so called for
redemption will cease, except the right of the holders of such Exchange Capital
Securities to receive the Redemption Price, and any distribution payable in
respect of the Capital Securities, but without interest on such Redemption
Price, and the Exchange Capital Securities will cease to be outstanding. If any
date fixed for redemption of Exchange Capital Securities is not a Business Day,
then payment of the Redemption Price payable on such date will be made on the
next succeeding day which is a Business Day (without any interest or other
payment in respect 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 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 the Trust or by the Company pursuant to the
Guarantee as described under "Description of Guarantee," Distributions on such
Capital Securities will continue to accumulate at the then applicable rate, from
the Redemption Date originally established by the Trust for such Capital
Securities to the date such 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, United States
Federal securities laws), the Company or its affiliates may at any time and from
time to time purchase outstanding Capital Securities by tender, in the open
market or by private agreement, and may resell such securities.

      If less than all the Capital Securities and Common Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of such
Capital Securities and Common Securities to be redeemed shall be allocated pro
rata to the Capital Securities and the Common Securities based upon the relative
Liquidation Amounts of such classes. The particular Capital Securities to be
redeemed shall 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, or if the Capital Securities
are then held in the form of a Global Capital Security (as defined below), in
accordance with DTC's customary procedures. The Property Trustee shall promptly
notify the securities registrar for the Trust Securities in writing of the
Capital Securities selected for redemption and, in the case of any Capital
Securities selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of the Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Capital Securities shall
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 registered holder of Capital
Securities to be redeemed at its address appearing on the securities register
for the Trust Securities. Unless the Company defaults in payment of the
Redemption Price on the Junior Subordinated Debentures, on and after the
Redemption Date interest will cease to accrue on the Junior Subordinated
Debentures or portions thereof (and, unless payment of the Redemption Price in
respect of the Capital Securities is withheld or refused and not paid either by
the Trust or the Company pursuant to the Guarantee, Distributions will cease to
accumulate on the Capital Securities or portions thereof) called for redemption.

<PAGE>

Subordination of Common Securities

      Payment of Distributions on, the Liquidation Distribution in respect of,
and the Redemption Price of, the Capital Securities and Common Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of such
Capital Securities and Common Securities. However, if on any Distribution Date
or Redemption Date a Debenture Event of Default has occurred and is continuing
as a result of any failure by the Company to pay any amounts in respect of the
Junior Subordinated Debentures when due, no payment of any Distribution on, or
Liquidation Distribution in respect of, or the Redemption Price of, any of the
Common Securities, and no other payment on account of the redemption,
liquidation or other acquisition of such Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid Distributions on all the
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 the 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 on, or Redemption Price of, the Capital Securities
then due and payable.

      In the case of any Event of Default (as defined below) resulting from a
Debenture Event of Default, the holders of the Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
the Trust Agreement until the effects of all such Events of Default with respect
to such Capital Securities have been cured, waived or otherwise eliminated. See
"--Events of Default; Notice" and "Description of Junior Subordinated
Debentures--Debenture Events of Default." Until all such Events of Default under
the Trust Agreement with respect to the Capital Securities have been so 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 the holders 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.

Liquidation Distribution Upon Dissolution

      The amount payable on the Capital Securities in the event of any
liquidation of the Trust is $1,000 per Capital Security plus accumulated and
unpaid Distributions to the date of payment, subject to certain exceptions,
which may be in the form of a distribution of such amount in Junior Subordinated
Debentures.

      The holders of all the outstanding Common Securities have the right at any
time to dissolve the Trust and, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, cause the Junior Subordinated
Debentures to be distributed to the holders of the Capital Securities and Common
Securities in liquidation of the Trust.

      The Federal Reserve's risk-based capital guidelines currently provide that
redemptions of permanent equity or other capital instruments before stated
maturity could have a significant impact on a bank holding company's overall
capital structure and that any organization considering such a redemption should
consult with the Federal Reserve before redeeming any equity or capital
instrument prior to maturity if such redemption could have a material effect on
the level or composition of the organization's capital base (unless the equity
or capital instrument were redeemed with the proceeds of, or replaced by, a like
amount of a similar or higher quality capital instrument and the Federal Reserve
considers the organization's capital position to be fully adequate after the
redemption).

      In the event the Company, while a holder of Common Securities, dissolves
the Trust prior to the Stated Maturity of the Capital Securities and the
dissolution of the Trust is deemed to constitute the redemption of capital
instruments by the Federal Reserve under its risk-based capital guidelines or
policies, the dissolution of the Trust by the Company may be subject to the
prior approval of the Federal Reserve. Moreover, any changes in applicable law
or changes in the Federal Reserve's risk-based capital guidelines or policies
could impose a requirement on the Company that it obtain the prior approval of
the Federal Reserve to dissolve the Trust.

<PAGE>

      Pursuant to the Trust Agreement, the Trust will automatically dissolve
upon expiration of its term or, if earlier, will dissolve on the first to occur
of: (i) certain events of bankruptcy, dissolution or liquidation of the Company
or the holder of the Common Securities, (ii) if the holders of Common Securities
have given written direction to the Property Trustee to dissolve the Trust
(which direction, subject to the foregoing restrictions, is optional and wholly
within the discretion of the holders of Common Securities), (iii) the repayment
of all the Capital Securities in connection with the redemption of all the Trust
Securities as described under "--Redemption" and (iv) the entry of an order for
the dissolution of the Trust by a court of competent jurisdiction.

      If dissolution of the Trust occurs as described in clause (i), (ii) or
(iv) above, the 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 Trust as provided by
applicable law, to the holders of such Trust Securities a Like Amount of the
Junior Subordinated Debentures, unless such distribution is not practical, in
which event such holders will be entitled to receive out of the assets of the
Trust available for distribution to holders, after satisfaction of liabilities
to creditors of the 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 accumulated and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"). If such Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust on its Capital Securities shall be paid on
a pro rata basis. The holders of the Common Securities will be entitled to
receive distributions upon any such liquidation pro rata with the holders of the
Capital Securities, except that if a Debenture Event of Default has occurred and
is continuing as a result of any failure by the Company to pay any amounts in
respect of the Junior Subordinated Debentures when due, the Capital Securities
shall have a priority over the Common Securities. See "--Subordination of Common
Securities."

      After the liquidation date is fixed for any distribution of Junior
Subordinated Debentures (i) the Capital Securities will no longer be deemed to
be outstanding, (ii) DTC or its nominee, as the registered holder of Capital
Securities, will 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 DTC or its nominee and
(iii) any certificates representing the Capital Securities not held by DTC or
its nominee will be deemed to represent the Junior Subordinated Debentures
having a principal amount equal to the stated Liquidation Amount of the Capital
Securities and bearing accrued and unpaid interest in an amount equal to the
accumulated and unpaid Distributions on the Capital Securities until such
certificates are presented to the security registrar for the Trust Securities
for transfer or reissuance.

      If the Company does not redeem the Junior Subordinated Debentures prior to
the Stated Maturity and the Trust is not liquidated and the Junior Subordinated
Debentures are not distributed to holders of the Capital Securities, the Capital
Securities will remain outstanding until the repayment of the Junior
Subordinated Debentures and the distribution of the Liquidation Distribution to
the holders of the Capital Securities.

      There can be no assurance as to the market prices for the Capital
Securities or the Junior Subordinated Debentures that may be distributed in
exchange for Capital Securities if a dissolution and liquidation of the Trust
were to occur. Accordingly, the Capital Securities that an investor may
purchase, or the Junior Subordinated Debentures that the investor may receive on
dissolution and liquidation of the Trust, may trade at a discount to the price
that the investor paid to purchase the Capital Securities offered hereby.

Events of Default; Notice

      Any one of the following events constitutes an Event of Default under the
Trust Agreement (an "Event of Default") (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):

           (i)   the occurrence of a Debenture Event of Default (see
      "Description of Exchange Debentures--Debenture Events of Default"); or

<PAGE>

           (ii)  default by the Trust in the payment of any Distribution when it
      becomes due and payable, and continuation of such default for a period of
      30 days; or

           (iii) default by the Trust in the payment of any Redemption Price of
      any Trust Security when it becomes due and payable; or

           (iv)  default in the performance,  or breach, in any material
      respect,  of any covenant  or  warranty  of  the  Issuer   Trustees  in
      the  Trust Agreement  (other  than a  covenant  or  warranty a default in
      the performance  of which or the  breach  of  which  is  addressed  in
      clause (ii) or (iii) 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 defaulting  Issuer  Trustees and the  Company  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" under the Trust Agreement; or

           (v)   the occurrence of certain events of bankruptcy or insolvency
      with respect to the Property Trustee if a successor Property Trustee has
      not been appointed within 90 days thereof.

      Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee will transmit
notice of such Event of Default to the holders of the Trust Securities and the
Administrators, unless such Event of Default shall have been cured or waived.
The Company, 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 the
Trust Agreement.

      If a Debenture Event of Default has occurred and is continuing as a result
of any failure by the Company to pay any amounts in respect of the Junior
Subordinated Debentures when due, the Capital Securities will have a preference
over the Common Securities with respect to payments of any amounts in respect of
the Capital Securities as described above. See "--Liquidation Distribution Upon
Dissolution" and "Description of Junior Subordinated Debentures--Debenture
Events of Default."

Removal of Issuer Trustees; Appointment of Successors

      The holders of at least a majority in aggregate Liquidation Amount of the
outstanding Capital Securities may remove an Issuer Trustee for cause or, if a
Debenture Event of Default has occurred and is continuing, with or without
cause. If an Issuer Trustee is removed by the holders of the outstanding Capital
Securities, the successor may be appointed by the holders of at least 25% in
Liquidation Amount of Capital Securities. If an Issuer Trustee resigns, such
Issuer Trustee will appoint its successor. If an Issuer Trustee fails to appoint
a successor, the holders of at least 25% in Liquidation Amount of the
outstanding Capital Securities may appoint a successor. If a successor has not
been appointed by the holders, any holder of Capital Securities or Common
Securities or the other Issuer Trustee may petition a court in the State of
Delaware to appoint a successor. Any Delaware Trustee must meet the applicable
requirements of Delaware law. Any Property Trustee must be a national or
state-chartered bank, and at the time of appointment have securities rated in
one of the three highest rating categories by a nationally recognized
statistical rating organization and have a combined capital and surplus of at
least $50,000,000. No resignation or removal of an Issuer Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Trust Agreement.

Merger or Consolidation of Issuer Trustees

      Any entity into which the Property Trustee or the Delaware 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 such Issuer
Trustee shall be a party, or any entity succeeding to all or substantially all
the corporate trust business of such Issuer Trustee, shall be the successor of
such Issuer Trustee under the Trust Agreement, provided such entity shall be
otherwise qualified and eligible.

<PAGE>

Mergers, Consolidations, Amalgamations or Replacements of the Trust

      The 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 entity, except as
described below or as otherwise set forth in the Trust Agreement. The Trust may,
at the request of the holders of the Common Securities and with the consent of
the holders of at least a majority in aggregate Liquidation Amount of the
outstanding Capital Securities, 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, so long as (i) such successor entity either (a) expressly assumes all of
the obligations of the Trust with respect to the Capital Securities or (b)
substitutes for the Capital Securities other securities having substantially the
same terms as the Capital Securities (the "Successor Securities") so long as the
Successor Securities have the same priority as the Capital Securities with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) a trustee of such successor entity, possessing the same powers
and duties as the Property Trustee, is appointed to hold the Junior Subordinated
Debentures, (iii) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Capital Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (iv) 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 Securities) in any material respect, (v) such successor entity has
a purpose substantially identical to that of the Trust, (vi) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust has received an opinion from independent counsel to the Trust
experienced in such matters to the effect that (a) 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 Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the Investment Company Act, and (vii)
the Company or any permitted successor or assignee 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. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in aggregate 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
Trust or the successor entity to be classified other than as a grantor trust for
United States Federal income tax purposes.

Voting Rights; Amendment of the Trust Agreement

      Except as provided below and under "--Removal of Issuer Trustees;
Appointment of Successors" and "Description of Guarantee--Amendments and
Assignment" and as otherwise required by law and the Trust Agreement, the
holders of the Capital Securities will have no voting rights.

      The Trust Agreement may be amended from time to time by the holders of a
majority in Liquidation Amount of the Common Securities and the Property
Trustee, without the consent of the holders of the Capital Securities (i) 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, provided that any such amendment does not adversely affect in any
material respect the interests of any holders of Trust Securities, or (ii) to
modify, eliminate or add to any provisions of the Trust Agreement to such extent
as may be necessary to ensure that the Trust will be classified for United
States Federal income tax purposes as a grantor trust at all times that any
Trust Securities are outstanding or to ensure that the Trust will not be
required to register as an "investment company" under the Investment Company
Act. Any amendments to the Trust Agreement will become effective when notice of
such amendment is given to the holders of the Trust Securities. The Trust
Agreement may be amended by the holders of a majority of the Common Securities
and the Property Trustee with (i) the consent of holders representing not less
than a majority in aggregate Liquidation Amount of the outstanding 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 affect the Trust's
not being taxable other than as a grantor trust for United States Federal income
tax purposes or the Trust's exemption from status as an "investment company"
under the Investment Company Act, except that without the consent of each holder
of Trust Securities affected thereby, the Trust Agreement may not be amended to
(x) 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 (y) restrict the right
of a holder of Trust Securities to institute suit for the enforcement of any
such payment on or after such date.

<PAGE>

      So long as any Junior Subordinated Debentures are held by the Trust, the
Property Trustee will not (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Debenture Trustee, or executing
any trust or power conferred on the Property Trustee with respect to the Junior
Subordinated Debentures, (ii) waive any past default that is waivable under
Section 5.13 of the Junior Subordinated 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 Junior Subordinated Indenture or the Junior
Subordinated Debentures, where such consent shall be required, without, in each
case, obtaining the prior approval of the holders of a majority in aggregate
Liquidation Amount of the Capital Securities, except that, if a consent under
the Junior Subordinated Indenture would require the consent of each holder of
Junior Subordinated Debentures affected thereby, no such consent will be given
by the Property Trustee without the prior consent of each holder of the Capital
Securities. The Property Trustee may not revoke any action previously authorized
or approved by a vote of the holders of the Capital Securities. The Property
Trustee will notify each holder of Capital Securities of any notice of default
with respect to the Junior Subordinated Debentures. In addition to obtaining the
foregoing approvals of the holders of the Capital Securities, before taking any
of the foregoing actions, the Property Trustee will obtain an opinion of counsel
experienced in such matters to the effect that the Trust will not be taxable
other than as a grantor trust for United States Federal income tax purposes on
account of such action.

      Any required approval of holders of Capital Securities may be given at a
meeting of such holders of Capital Securities convened for such purpose or
pursuant to written consent. 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 such holders is to be taken, to
be given to each holder of record of Capital Securities in the manner set forth
in the Trust Agreement.

      No vote or consent of the holders of Capital Securities will be required
to redeem and cancel Capital Securities in accordance with the Trust Agreement.

      Notwithstanding that holders of the Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Capital Securities that are owned by the Company, the Issuer Trustees or any
affiliate of the Company or any Issuer Trustees, shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

Book Entry, Delivery and Form

      The Exchange Capital Securities may be evidenced by a global Capital
Security certificate (collectively, the "Global Capital Securities") which will
be deposited with, or on behalf of, DTC and registered in the name of Cede & Co.
("Cede") as DTC's nominee. Except as set forth below, record ownership of the
Global Capital Security may be transferred, in whole and not in part, only to
another nominee of DTC or to a successor of DTC or its nominee.

      A person may hold its interest in the Global Capital Security directly
through DTC if such person is a participant in DTC, or indirectly through
organizations that are participants in DTC ("Participants"). Transfers between
Participants will be effected in the ordinary way in accordance with DTC rules
and will be settled in same-day funds.

<PAGE>

      Persons who are not Participants may beneficially own interests in the
Global Capital Security held by DTC only through Participants or certain banks,
brokers, dealers, trust companies and other parties that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants"). So long as Cede, as the nominee of DTC, is
the registered holder of the Global Capital Security, Cede for all purposes will
be considered the sole holder of the Global Capital Security. Except as provided
below, owners of beneficial interests in the Global Capital Security will not be
entitled to have certificates registered in their names, will not receive or be
entitled to receive physical delivery of certificates in definitive form and
will not be considered holders thereof.

      Payment of Distributions on, and the Redemption Price of, the Global
Capital Security will be made to Cede, the nominee for DTC, as the registered
holder of the Global Capital Security, by wire transfer of immediately available
funds on each Distribution Date or Redemption Date. Neither the Company nor the
Issuer Trustees (or any Administrator, securities registrar, paying agent or
exchange agent under the Trust Agreement) will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Capital Security, for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests or for the performance by DTC or its Participants or
Indirect Participants of their respective obligations under the rules and
procedures governing their operations.

      The Company and the Trust have been informed by DTC that, with respect to
any payment of Distributions on, or the Redemption Price of, the Global Capital
Security, DTC's practice is to credit Participants' accounts on the payment date
therefor with payments in amounts proportionate to their respective beneficial
interests in the Capital Securities represented by the Global Capital Security,
as shown on the records of DTC (adjusted as necessary so that such payments are
made with respect to whole Capital Securities only), unless DTC has reason to
believe that it will not receive payment on such payment date. Payments by
Participants to owners of beneficial interests in Capital Securities represented
by the Global Capital Security held through such Participants will be the
responsibility of such Participants, as is the case with securities held for the
accounts of customers registered in "street name."

      Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a person
having a beneficial interest in Capital Securities represented by the Global
Capital Security to pledge such interest to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
interest, may be affected by the lack of a physical certificate evidencing such
interest. Furthermore, the laws of some states require that certain persons take
physical delivery of securities in definitive form. Consequently, the ability to
transfer beneficial interests in the Global Capital Security to such persons may
be limited.

      DTC has advised the Company and the Trust that it will take any action
permitted to be taken by a holder of Capital Securities only at the direction of
one or more Participants to whose account with DTC interests in the Global
Capital Security are credited and only in respect of the aggregate Liquidation
Amount of the Capital Securities represented by the Global Capital Security as
to which such Participant or Participants has or have given such direction.

      DTC has advised the Company and the Trust as follows: DTC is a limited
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created
to hold securities for its Participants and to facilitate the clearance and
settlement of securities transactions between Participants through electronic
book entry changes to accounts of its Participants, thereby eliminating the need
for physical movement of certificates. Participants include securities brokers
and dealers, banks, trust companies and clearing corporations and may include
certain other organizations such as the Initial Purchaser. Certain of such
Participants (or their representatives), together with other entities, own DTC.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies that clear through, or maintain a custodial
relationship with a Participant, either directly or indirectly.

<PAGE>

      Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Capital Security among Participants of DTC,
it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. The Global Capital Security is
exchangeable for definitive Capital Securities in registered certificated form
if (i) DTC advises the Company and the Property Trustee in writing that it is no
longer willing or able to properly discharge its responsibilities with respect
to the Global Capital Security, and the Company is unable to locate a qualified
successor, (ii) the Trust at its option advises DTC in writing that it elects to
terminate the book-entry system through DTC or (iii) there shall occur and be
continuing an Event of Default. In all cases, certificated Capital Securities
delivered in exchange for any Global Capital Security or beneficial interests
therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of DTC (in accordance with its
customary procedures) and will bear the restrictive legend referenced in "Notice
to Investors," unless the Property Trustee (based upon an opinion of counsel)
determines otherwise in compliance with applicable law.

      So long as DTC or its nominee is the registered holder of the Global
Capital Security, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the Capital Securities represented by the Global
Capital Security for all purposes under the Trust Agreement. Except as provided
above, owners of beneficial interests in the Global Capital Security will not be
entitled to have any of the individual Capital Securities represented by the
Global Capital Security registered in their names, will not receive or be
entitled to receive physical delivery of any such Capital Securities in
definitive form and will not be considered the owners or holders thereof under
the Trust Agreement.

Expenses and Taxes

      In the Trust Agreement, the Company, has agreed to pay all debts and other
obligations (other than with respect to the Capital Securities) and all costs
and expenses of the Trust (including costs and expenses relating to the
organization of the Trust, the fees and expenses of the Issuer Trustees and the
costs and expenses relating to the operation of the Trust) and to pay any and
all taxes and all costs and expenses with respect thereto (other than
withholding taxes) to which the Trust might become subject. The foregoing
obligations of the Company under the Trust Agreement are for the benefit of, and
shall be enforceable by, any person to whom any such debts, obligations, costs,
expenses and taxes are owed (a "Creditor") whether or not such Creditor has
received notice thereof. Any such Creditor may enforce such obligations of the
Company directly against the Company, and the Company has irrevocably waived any
right or remedy to require that any such Creditor take any action against the
Trust or any other person before proceeding against the Company. The Company has
also agreed in the Trust Agreement to execute such additional agreements as may
be necessary or desirable to give full effect to the foregoing.

Restrictions on Transfer

      The Old Capital Securities were, and the Exchange of Capital Securities
will be, issued and may be transferred only in blocks having a Liquidation
Amount of not less than $100,000 (100 Old Capital Securities or Exchange Capital
Securities, as the case may be). Any such transfer of Capital Securities in a
block having a Liquidation Amount of less than $100,000 shall be deemed to be
void and of no legal effect whatsoever. Any such transferee shall be deemed not
to be the holder of such Capital Securities for any purpose, including but not
limited to the receipt of Distributions on such Capital Securities, and such
transferee shall be deemed to have no interest whatsoever in such Capital
Securities.

Payment and Paying Agency

      Payments in respect of the Capital Securities will be made to DTC, which
will credit the relevant accounts at DTC on the applicable Distribution Dates
or, if the Capital Securities are not held by DTC, such payments will be made by
check mailed to the address of the holder entitled thereto as such address
appears on the securities register for the Trust Securities. The paying agent
(the "Paying Agent") initially will be the Property Trustee and any co-paying
agent chosen by the Property Trustee and acceptable to the Administrators. The
Paying Agent will be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee and the Administrators. If the Property Trustee
is no longer the Paying Agent, the Property Trustee will appoint a successor
(which must be a bank or trust company reasonably acceptable to the
Administrators) to act as Paying Agent.

<PAGE>

Registrar and Transfer Agent

      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 the Trust, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. The Trust will not be required to register or cause to be registered
the transfer of the 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 such duties as are specifically
set forth in the Trust Agreement and, after such 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
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 thereby.

      For information concerning the relationships between The Chase Manhattan
Bank, the Property Trustee, and the Company, see "Description of Junior
Subordinated Debentures--Information Concerning the Debenture Trustee."

Miscellaneous

      The Administrators and the Property Trustee are authorized and directed to
conduct the affairs of and to operate the Trust in such a way that the Trust
will not be deemed to be an "investment company" required to be registered under
the Investment Company Act or taxable other than as a grantor trust for United
States Federal income tax purposes and so that the Junior Subordinated
Debentures will be treated as indebtedness of the Company for United States
Federal income tax purposes. In this connection, the Property Trustee and the
holders of Common Securities are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of the Trust or the Trust
Agreement, that the Property Trustee and the holders of Common Securities
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 Capital Securities.

      Holders of the Capital Securities have no preemptive or similar rights.

      The Trust may not borrow money or issue debt or mortgage or pledge any of
its assets.

Governing Law

      The Trust Agreement will be governed by and construed in accordance with
the laws of the State of Delaware.

                       DESCRIPTION OF EXCHANGE DEBENTURES

      The Old Junior Subordinated Debentures were issued, and the Exchange
Debentures will be issued under the Junior Subordinated Indenture. This summary
of certain terms and provisions of the Junior Subordinated Debentures and the
Junior Subordinated Indenture does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all the provisions of the
Junior Subordinated Indenture, including the definitions therein of certain
terms. Whenever particular defined terms of the Junior Subordinated Indenture
(as amended or supplemented from time to time) are referred to herein, such
defined terms are incorporated herein by reference. A copy of the form of Junior
Subordinated Indenture is available from the Debenture Trustee upon request.

<PAGE>

General

      Concurrently with the issuance of the Capital Securities, the Trust
invested the proceeds thereof, together with the consideration paid by the
Company for the Common Securities, in Old Junior Subordinated Debentures issued
by the Company. Pursuant to the Exchange Offer, the Company will exchange the
Old Junior Subordinated Debenture in an amount corresponding to the Old Capital
Securities accepted for exchange, for a like principal amount of Exchange
Debentures. The Exchange Debentures will bear interest at the annual rate of
9.15% of the principal amount thereof, payable semi-annually in arrears on the
1st day of April and October of each year (each, an "Interest Payment Date"),
commencing October 1, 1998, to the person in whose name each Exchange Junior
Subordinated Debenture is registered at the close of business on March 15 or
September 15 (whether or not a Business Day) next preceding such Interest
Payment Date. It is anticipated that, until the liquidation of the Trust, each
Exchange Junior Subordinated Debenture will be registered in the name of the
Trust and held by the Property Trustee in trust for the benefit of the holders
of the Trust Securities. The amount of interest payable for any period less than
a full year will 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 will be computed by dividing
the rate per annum by two. If any date on which interest is payable on the
Exchange Debentures is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day that is a Business Day
(without any interest or other payment in respect of any such delay), with the
same force and effect as if made on the date such payment was originally
payable. Accrued interest that is not paid on the applicable Interest Payment
Date will bear additional interest on the amount thereof (to the extent
permitted by law) at a rate equal to 9.15% per annum, compounded semi-annually
and 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 additional
interest payable for any full interest period will be computed by dividing the
rate per annum by two. The term "interest" as used herein includes semi-annual
interest payments, interest on semi-annual interest payments not paid on the
applicable Interest Payment Date and Additional Sums (as defined below), as
applicable.

      The Exchange Debentures will mature on April 1, 2028.

      The Exchange Debentures will be unsecured and will rank junior and be
subordinate in right of payment to all Senior Indebtedness of the Company. The
Exchange Debentures will not be subject to a sinking fund and will not be
eligible as collateral for any loan made by the Company. The Junior Subordinated
Indenture does not limit the incurrence or issuance of other secured or
unsecured debt by the Company, including Senior Indebtedness, whether under the
Junior Subordinated Indenture or any existing or other indenture or agreement
that the Company may enter into in the future or otherwise. See
"--Subordination." As used herein, "Junior Subordinated Debentures" includes the
Exchange Debentures.

Option to Extend Interest Payment Period

      So long as no Debenture Event of Default has occurred and is continuing,
the Company has the right at any time during the term of the Junior Subordinated
Debentures to defer the payment of interest at any time or from time to time for
a period not exceeding 10 consecutive semi-annual periods with respect to each
Extension Period, provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures. At the end of such Extension
Period, the Company must pay all interest then accrued and unpaid (together with
interest thereon at a rate equal to 9.15% per annum, compounded semi-annually
and 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, to the extent permitted
by applicable law). The amount of additional interest payable for any full
interest period will be computed by dividing the rate per annum by two. During
an Extension Period, interest will continue to accrue and holders of Junior
Subordinated Debentures (or holders of Capital Securities while outstanding)
will be required to accrue original issue discount income for United States
Federal income tax purposes. See "Certain Federal Income Tax
Consequences--Interest Income and Original Issue Discount."

<PAGE>

      During any such Extension Period, the Company may 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 Junior Subordinated Debentures
(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 shareholder 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 shareholder's rights plan, or the issuance of rights, stock
or other property under any shareholder 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 Extension Period may
exceed 10 consecutive semi-annual periods or extend beyond the Stated Maturity
of the Junior Subordinated Debentures. Upon the termination of any such
Extension Period and the payment of all amounts then due, 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.
The Company must give the Issuer Trustees notice of its election of such
Extension Period at least one Business Day prior to the earlier of (i) the date
the Distributions on the Capital Securities would have been payable but for the
election to begin such Extension Period and (ii) the date the Property Trustee
is required to give notice to holders of the 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. The Property Trustee will give
notice of the Company's election to begin a new Extension Period to the holders
of the Capital Securities. There is no limitation on the number of times that
the Company may elect to begin an Extension Period.

Redemption

      The Junior Subordinated Debentures are redeemable prior to maturity at the
option of the Company (i) on or after April 1, 2008, in whole at any time or in
part from time to time, or (ii) in whole, but not in part, at any time within 90
days following the occurrence and during the continuation of a Tax Event,
Investment Company Event or Capital Treatment Event (each as defined under
"Description of Capital Securities--Redemption"), in each case at the redemption
price described below. The proceeds of any such redemption will be used by the
Trust to redeem the Capital Securities.

      The Federal Reserve's risk-based capital guidelines, which are subject to
change, currently provide that redemptions of permanent equity or other capital
instruments before stated maturity could have a significant impact on a bank
holding company's overall capital structure and that any organization
considering such a redemption should consult with the Federal Reserve before
redeeming any equity or capital instrument prior to maturity if such redemption
could have a material effect on the level or composition of the organization's
capital base (unless the equity or capital instrument were redeemed with the
proceeds of, or replaced by, a like amount of a similar or higher quality
capital instrument and the Federal Reserve considers the organization's capital
position to be fully adequate after the redemption).

      The redemption of the Junior Subordinated Debentures by the Company prior
to their Stated Maturity would constitute the redemption of capital instruments
under the Federal Reserve's current risk-based capital guidelines and may be
subject to the prior approval of the Federal Reserve. The redemption of the
Junior Subordinated Debentures also could be subject to the additional prior
approval of the Federal Reserve.

<PAGE>

      The Redemption Price for Junior Subordinated Debentures in the case of a
redemption under (i) above shall equal the following prices, expressed in
percentages of the principal amount, together with accrued interest to but
excluding the date fixed for redemption. If redeemed during the 12-month period
beginning April 1:

                                                                  Redemption
Year                                                                 Price
- ------                                                          ----------------

2008...........................................................      104.58%
2009...........................................................      104.12
2010...........................................................      103.66
2011...........................................................      103.20
2012...........................................................      102.75
2013...........................................................      102.29
2014...........................................................      101.83
2015...........................................................      101.37
2016...........................................................      100.92
2017...........................................................      100.46
and at 100% on or after April 1, 2018.

      The Redemption Price in the case of a redemption on or after April 1, 2008
following a Tax Event, Investment Company Event or Capital Treatment Event shall
equal the Redemption Price then applicable to a redemption under (i) above. The
Redemption Price for Junior Subordinated Debentures, in the case of a redemption
prior to April 1, 2008 following a Tax Event, Investment Company Event or
Capital Treatment Event as described under (ii) above, will equal the Make-Whole
Amount (as defined under "Description of Capital Securities--Redemption"),
together with accrued interest to but excluding the date fixed for redemption.

Additional Sums

      The Company has covenanted in the Junior Subordinated Indenture that, if
and for so long as (i) the Trust is the holder of all Junior Subordinated
Debentures and (ii) the Trust is required to pay any additional taxes, duties or
other governmental charges as a result of a Tax Event, the Company will pay as
additional sums on the Junior Subordinated Debentures such amounts as may be
required so that the Distributions payable by the Trust will not be reduced as a
result of any such additional taxes, duties or other governmental charges. See
"Description of Capital Securities--Redemption."

Registration, Denomination and Transfer

      The Exchange Debentures will initially be registered in the name of the
Trust. If the Exchange Debentures are distributed to holders of Capital
Securities, it is anticipated that the depository arrangements for the Junior
Subordinated Debentures will be substantially identical to those in effect for
the Capital Securities. See "Description of Capital Securities--Book Entry,
Delivery and Form."

      Although DTC has agreed to the procedures described above, it is under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. If DTC is at any time unwilling or
unable to continue as depository and a successor depository is not appointed by
the Company within 90 days of receipt of notice from DTC to such effect, the
Company will cause the Exchange Debentures to be issued in definitive form.

      Payments on Exchange Debentures represented by a global security will be
made to Cede, the nominee for DTC, as the registered holder of the Exchange
Debentures, as described under "Description of the Capital Securities--Book
Entry, Delivery and Form." If Exchange Debentures are issued in certificated
form, principal and interest will be payable, the transfer of the Exchange
Debentures will be registrable and Exchange Debentures will be exchangeable for
Exchange Debentures of other authorized denominations of a like aggregate
principal amount, at the corporate trust office of the Debenture Trustee in New
York, New York or at the offices of any Paying Agent or transfer agent appointed
by the Company, provided that payment of interest may be made at the option of
the Company by check mailed to the address of the persons entitled thereto.
However, a holder of $1 million or more in aggregate principal amount of
Exchange Debentures may receive payments of interest (other than interest
payable at the Stated Maturity) by wire transfer of immediately available funds
upon written request to the Debenture Trustee not later than 15 calendar days
prior to the date on which the interest is payable.

<PAGE>

      The Exchange Debentures will be issuable only in registered form without
coupons in integral multiples of $1,000. The minimum purchase requirement will
be $100,000 (100 Capital Securities). Exchange Debentures will be exchangeable
for other Exchange Debentures of like tenor, of any authorized denominations,
and of a like aggregate principal amount.

      Exchange 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 securities registrar appointed under the Junior
Subordinated Indenture or at the office of any transfer agent designated by the
Company for such purpose without service charge and upon payment of any taxes
and other governmental charges as described in the Junior Subordinated
Indenture. The Company will appoint the Debenture Trustee as securities
registrar under the Junior Subordinated Indenture. The Company may at any time
designate additional transfer agents with respect to the Exchange Debentures.

      In the event of any redemption, neither the Company nor the Debenture
Trustee shall be required to (i) issue, register the transfer of or exchange
Exchange Debentures during a period beginning at the opening of business 15 days
before the day of selection for redemption of the Exchange Debentures to be
redeemed and ending at the close of business on the day of mailing of the
relevant notice of redemption or (ii) to register the transfer or exchange of
any Exchange Debentures so selected for redemption, except, in the case of any
Exchange Debentures being redeemed in part, any portion thereof not to be
redeemed.

      Any monies deposited with the Debenture Trustee or any paying agent, or
then held by the Company in trust, for the payment of the principal of (and
premium, if any) or interest on any Exchange Debenture and remaining unclaimed
for two years after such principal (and premium, if any) or interest has become
due and payable shall, at the request of the Company, be repaid to the Company
and the holder of such Exchange Debenture shall thereafter look, as a general
unsecured creditor, only to the Company for payment thereof.

Restrictions on Certain Payments; Certain Covenants of the Company

      The Company has covenanted that it will 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 Junior Subordinated Debentures
(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 shareholder stock purchase plan or in connection with the
issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period or other event
referred to below, (b) as a result of an exchange or conversion of any class or
series of the Company's capital stock (or any capital stock of a subsidiary of
the Company) for any class or series of the Company's capital stock or of any
class or series of the Company's indebtedness for any class or series of the
Company's capital stock, (c) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any shareholder rights plan, or the
issuance of rights, stock or other property under any shareholder rights plan,
or the redemption or repurchase of rights pursuant thereto, or (e) any dividend
in the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks pari passu
with or junior to such stock), if at such time (x) there has occurred any event
(1) of which the Company has actual knowledge that with the giving of notice or
the lapse of time, or both, would constitute a Debenture Event of Default and
(2) that the Company has not taken reasonable steps to cure, (y) if the Junior
Subordinated Debentures are held by the Trust, the Company is in default with
respect to its payment of any obligations under the Guarantee or (z) the Company
has given notice of its election of an Extension Period as provided in the
Junior Subordinated Indenture and has not rescinded such notice, or such
Extension Period, or any extension thereof, is continuing.

<PAGE>

      The Company has covenanted in the Junior Subordinated Indenture (i) to
continue to hold, directly or indirectly, 100% of the Common Securities,
provided that certain successors that are permitted pursuant to the Junior
Subordinated Indenture may succeed to the Company's ownership of the Common
Securities, (ii) as holder of the Common Securities, not to voluntarily
dissolve, windup or liquidate the Trust, other than (a) in connection with a
distribution of Junior Subordinated Debentures to the holders of the Capital
Securities in liquidation of the Trust or (b) in connection with certain
mergers, consolidations or amalgamations permitted by the Trust Agreement and
(iii) to use its reasonable efforts, consistent with the terms and provisions of
the Trust Agreement, to cause the Trust to continue not to be taxable other than
as a grantor trust for United States Federal income tax purposes.

Modification of Junior Subordinated Indenture

      From time to time, the Company and the Debenture Trustee may, without the
consent of any of the holders of the outstanding Junior Subordinated Debentures,
amend, waive or supplement the provisions of the Junior Subordinated Indenture
to: (i) evidence succession of another corporation or association to the Company
and the assumption by such person of the obligations of the Company under the
Junior Subordinated Debentures; (ii) add further covenants, restrictions or
conditions for the protection of holders of the Junior Subordinated Debentures;
(iii) cure ambiguities or correct the Junior Subordinated Debentures in the case
of defects or inconsistencies in the provisions thereof, so long as any such
cure or correction does not adversely affect the interest of the holders of the
Junior Subordinated Debentures in any material respect; (iv) change the terms of
the Junior Subordinated Debentures to facilitate the issuance of the Junior
Subordinated Debentures in certificated or other definitive form; (v) evidence
or provide for the appointment of a successor Debenture Trustee; (vi) qualify,
or maintain the qualification of, the Junior Subordinated Indentures under the
Trust Indenture Act; (vii) convey, transfer, assign, mortgage or pledge any
property to or with the Debenture Trustee or to surrender any right or power
conferred on the Company in the Junior Subordinated Indenture; (viii) establish
the form or terms of Junior Subordinated Debentures; or (ix) change or eliminate
any provision of the Junior Subordinated Indenture, so long as at the time of
such change there are no outstanding Junior Subordinated Debentures entitled to
the benefit of such provision or such change does not apply to then outstanding
Junior Subordinated Debentures. The Junior Subordinated Indenture contains
provisions permitting the Company and the Debenture Trustee, with the consent of
the holders of not less than a majority in principal amount of the Junior
Subordinated Debentures, to modify the Junior Subordinated Indenture in a manner
affecting the rights of the holders of the Junior Subordinated Debentures,
except that no such modification may, without the consent of the holder of each
outstanding Junior Subordinated Debenture so affected, (i) change the Stated
Maturity of the principal of, or any installment of interest on, Junior
Subordinated Debentures, or reduce the principal amount thereof, the rate of
interest thereon or any premium payable upon the redemption thereof, or change
the place of payment where, or the currency in which, any such amount is payable
or impair the right to institute suit for the enforcement of any Junior
Subordinated Debenture or (ii) reduce the percentage of principal amount of
Junior Subordinated Debentures, the holders of which are required to consent to
any such modification of the Junior Subordinated Indenture. Furthermore, so long
as any of the Capital Securities remain outstanding, no such modification may be
made that adversely affects the holders of such Capital Securities in any
material respect, and no termination of the Junior Subordinated Indenture may
occur, and no waiver of any Debenture Event of Default or compliance with any
covenant under the Junior Subordinated Indenture may be effective, without the
prior consent of the holders of at least a majority of the aggregate Liquidation
Amount of the outstanding Capital Securities unless and until the principal of
(and premium, if any, on) the Junior Subordinated Debentures and all accrued and
unpaid interest thereon have been paid in full and certain other conditions are
satisfied.

<PAGE>

Debenture Events of Default

      The Junior Subordinated Indenture provides that any one or more of the
following described events with respect to the Junior Subordinated Debentures
that has occurred and is continuing constitutes an "Event of Default" with
respect to the Junior Subordinated Debentures:

          (i)   failure to pay any interest on the Junior Subordinated
      Debentures when due and payable, and continuance of such default for a
      period of 30 days (subject to the deferral of any due date in the case of
      an Extension Period); or

          (ii)  failure to pay any principal of or premium, if any, on the
      Junior Subordinated Debentures when due whether at maturity, upon
      redemption, by declaration of acceleration or otherwise; or

          (iii) failure to observe or perform in any material respect certain
      other covenants contained in the Junior Subordinated Indenture for 90 days
      after written notice to the Company from the Debenture Trustee or the
      holders of at least 25% in aggregate outstanding principal amount of the
      outstanding Junior Subordinated Debentures; or

          (iv)  certain events in bankruptcy, insolvency or reorganization of
      the Company.

      For purposes of the Trust Agreement and this Prospectus, each such Event
of Default under the Junior Subordinated Debenture is referred to as a
"Debenture Event of Default." As described in "Description of Capital
Securities--Events of Default; Notice," the occurrence of a Debenture Event of
Default will also constitute an Event of Default in respect of the Trust
Securities.

      The holders of at least a majority in aggregate principal amount of
outstanding Junior Subordinated Debentures have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee. The Debenture Trustee or the holders of not less than 25% in
aggregate principal amount of outstanding Junior Subordinated Debentures may
declare the principal due and payable immediately upon a Debenture Event of
Default, and, should the Debenture Trustee or such holders of Junior
Subordinated Debentures fail to make such declaration, the holders of at least
25% in aggregate Liquidation Amount of the outstanding Capital Securities shall
have such right. The holders of a majority in aggregate principal amount of
outstanding Junior Subordinated Debentures may annul such declaration and waive
the default if all defaults (other than the non-payment of the principal of
Junior Subordinated Debentures which has become due solely by such acceleration)
have 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. Should the holders of Junior Subordinated Debentures fail to
annul such declaration and waive such default, the holders of a majority in
aggregate Liquidation Amount of the outstanding Capital Securities shall have
such right. The holders of at least a majority in aggregate principal amount of
the outstanding Junior Subordinated Debentures affected thereby may, on behalf
of the holders of all the Junior Subordinated Debentures, waive any past
default, except a default in the payment of principal (or premium, if any) or
interest (unless such default has been cured or waived 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 Junior Subordinated Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Junior Subordinated Debenture affected thereby. See "--Modification
of Junior Subordinated Indenture." The Company is required to file annually with
the Debenture Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it under the
Junior Subordinated Indenture.

      The holders of at least a majority in aggregate principal amount of the
outstanding Junior Subordinated Debentures affected thereby, and the holders of
a majority in aggregate Liquidation Amount of the Capital Securities issued by
the Trust, may, on behalf of the holders of all the Junior Subordinated
Debentures, waive any past default, except a default in the payment of principal
(or premium, if any) or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interests 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 Junior
Subordinated Indenture cannot be modified or amended without the consent of the
holder of each outstanding Junior Subordinated Debenture affected thereby. See
"--Modification of Junior Subordinated Indenture." The Company is required to
file annually with the Debenture Trustee a certificate as to whether or not the
Company is in compliance with all the conditions and covenants applicable to it
under the Junior Subordinated Indenture.

<PAGE>

      If a Debenture Event of Default occurs and is continuing, the Property
Trustee will have the right to declare the principal of and the interest on the
Junior Subordinated Debentures, and any other amounts payable under the Junior
Subordinated Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to the Junior Subordinated Debentures.

Enforcement of Certain Rights by Holders of Capital Securities

      If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay any amounts payable
in respect of the Junior Subordinated Debentures on the date such amounts are
otherwise payable, a registered holder of Capital Securities may institute a
legal proceeding directly against the Company for enforcement of payment to such
holder of an amount equal to the amount payable in respect of Junior
Subordinated Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Capital Securities held by such holder (a "Direct
Action"). The Company may not amend the Junior Subordinated Indenture to remove
the foregoing right to bring a Direct Action without the prior written consent
of the holders of all the Capital Securities. The Company will have the right
under the Junior Subordinated Indenture to set-off any payment made to such
holder of Capital Securities by the Company in connection with a Direct Action.

      With certain exceptions, the holders of the Capital Securities would not
be able to exercise directly any remedies available to the holders of the Junior
Subordinated Debentures except under the circumstances described in the
preceding paragraph. See "Description of Capital Securities--Events of Default;
Notice."

Consolidation, Merger, Sale of Assets and Other Transactions

      The Junior Subordinated Indenture provides that the Company may not
consolidate with or merge into any other Person or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, and no Person
may consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless (i) if
the Company consolidates with or merges into another Person or conveys or
transfers its properties and assets substantially as an entirety to any Person,
the successor Person is organized under the laws of the United States or any
state or the District of Columbia, and such successor Person expressly assumes
the Company's obligations in respect of the Junior Subordinated Debentures; (ii)
immediately after giving effect thereto, no Debenture Event of Default, and no
event which, after notice or lapse of time or both, would constitute a Debenture
Event of Default, has occurred and is continuing; and (iii) certain other
conditions as prescribed in the Junior Subordinated Indenture are satisfied.

      The provisions of the Junior Subordinated Indenture do not afford holders
of the Junior Subordinated Debentures protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
holders of the Junior Subordinated Debentures.

Satisfaction and Discharge

      The Junior Subordinated Indenture provides that when, among other things,
all Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation (i) have become due and payable or (ii) will become due
and payable at the Stated Maturity within one year, and the Company deposits or
causes to be deposited with the Debenture Trustee funds, in trust, for the
purpose and in an amount sufficient to pay and discharge the entire indebtedness
on the Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation, for the principal (and premium, if any) and interest
to the date of the deposit or to the Stated Maturity, as the case may be, then
the Junior Subordinated Indenture will cease to be of further effect (except as
to the Company's obligations to pay all other sums due pursuant to the Junior
Subordinated Indenture and to provide the officers' certificates and opinions of
counsel described therein), and the Company will be deemed to have satisfied and
discharged the Junior Subordinated Indenture.

<PAGE>

Subordination

      The Junior Subordinated Debentures will be subordinate and junior in right
of payment, to the extent set forth in the Junior Subordinated Indenture, to all
Senior Indebtedness (as defined below) of the Company. If the Company defaults
in the payment of any principal, premium, if any, or interest, if any, or any
other amount payable on any Senior Indebtedness when the same 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 such default has been cured
or waived or has ceased to exist or all Senior Indebtedness has been paid, no
direct or indirect payment (in cash, property, securities, by setoff 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 herein, "Senior Indebtedness" means, whether recourse is to all or
a portion of the assets of the Company and whether or not contingent, (i) every
obligation of the Company for money borrowed; (ii) every obligation of the
Company evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of the Company with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of the Company; (iv) every obligation of the Company issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of the Company; (vi) every
obligation of the Company for claims (as defined in Section 101(4) of the 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 (vii) every obligation of the type referred to in
clauses (i) through (vi) of another person the payment of which the Company has
guaranteed or is responsible or liable, directly or indirectly, as obligor or
otherwise; without limiting the generality of the foregoing. "Senior
Indebtedness" shall not include (i) any obligations which, by their terms, are
expressly stated to rank pari passu in right of payment with, or to not be
superior in right of payment to, the Junior Subordinated Debentures, (ii) any
Senior Indebtedness of the Company which when incurred and without respect to
any election under Section 111 1(b) of the United States Bankruptcy Code of
1978, as amended, was without recourse to the Company, (iii) any Senior
Indebtedness of the Company to any of its subsidiaries, (iv) Senior Indebtedness
to any executive officer or director of the Company, or (v) any indebtedness in
respect of debt securities issued to any trust, or a trustee of such trust,
partnership or other entity affiliated with the Company that is a financing
entity of the Company in connection with the issuance of such financing entity
of securities that are similar to the Capital Securities.

      In the event of (i) certain events of bankruptcy, dissolution or
liquidation of the Company or the holder of the Common Securities, (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 marshaling of the assets of the Company, all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made on account of the
Junior Subordinated Debentures. In such event, 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 Indebtedness in accordance
with the priorities then existing among such holders until all Senior
Indebtedness (including any interest thereon accruing after the commencement of
any such proceedings) has been paid in full.

      In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness, the holders of Junior Subordinated
Debentures, together with the holders of any obligations of the Company ranking
on a parity with the Junior Subordinated Debentures, will be entitled to be paid
from the

<PAGE>


remaining assets of the Company the amounts at the time due and owing on the
Junior Subordinated Debentures and such other obligations before any payment or
other distribution, whether in cash, property or otherwise, will be made on
account of any capital stock or obligations of the Company ranking junior to the
Junior Subordinated Debentures and such other obligations. 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 hereof and before all the Senior Indebtedness has been paid in full, such
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 Indebtedness at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full. By reason of such subordination, in the event of the
insolvency of the Company, holders of Senior Indebtedness may receive more,
ratably, and holders of the Junior Subordinated Debentures may receive less,
ratably, than the other creditors of the Company. Such subordination will not
prevent the occurrence of any Event of Default in respect of the Junior
Subordinated Debentures.

      The Junior Subordinated Indenture places no limitation on the amount of
additional Senior Indebtedness that may be incurred by the Company. The Company
expects from time to time to incur additional indebtedness constituting Senior
Indebtedness.

Information Concerning the Debenture Trustee

      The Debenture Trustee, other than during the occurrence and continuance of
a default by the Company in performance of its obligations under the Junior
Subordinated Indenture, is under no obligation to exercise any of the powers
vested in it by the Junior Subordinated Indenture at the request of any holder
of Junior Subordinated Debentures, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities that might be incurred
thereby. The Debenture 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 Debenture Trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

      The Chase Manhattan Bank, the Debenture Trustee, may serve from time to
time as trustee under other indentures or trust agreements with the Company or
its subsidiaries relating to other issues of their securities. In addition, the
Company and certain of its affiliates may have other banking relationships with
The Chase Manhattan Bank and its affiliates.

Restrictions on Transfer

      The Junior Subordinated Debentures will be issued, and may be transferred
only, in blocks having an aggregate principal amount of not less than $100,000
(100 Junior Subordinated Debentures). Any such transfer of Junior Subordinated
Debentures in a block having an aggregate principal amount of less than $100,000
shall be deemed to be void and of no legal effect whatsoever. Any such
transferee shall be deemed not to be the holder of such Junior Subordinated
Debentures for any purpose, including but not limited to the receipt of payments
on such Junior Subordinated Debentures, and such transferee shall be deemed to
have no interest whatsoever in such Junior Subordinated Debentures.

Governing Law

      The Junior Subordinated Indenture and the Junior Subordinated Debentures
will be governed by and construed in accordance with the laws of the State of
New York.



<PAGE>




                            DESCRIPTION OF GUARANTEE

      The Guarantee was executed and delivered by the Company concurrently with
the issuance of the Old Capital Securities for the benefit of the holders from
time to time of the Old Capital Securities. The Guarantee also provides a
Guarantee as herein described for the benefit of the holders from time to time
of the Exchange Capital Securities. The Chase Manhattan Bank acts as Guarantee
Trustee under the Guarantee. This summary of certain provisions of the Guarantee
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, all of the provisions of the Guarantee, including the
definitions therein of certain terms. A copy of the Guarantee is available upon
request from the Guarantee Trustee. The Guarantee Trustee will hold the
Guarantee for the benefit of the holders of the Exchange Capital Securities.

General

      The Company has irrevocably agreed to pay in full on a subordinated basis,
to the extent set forth herein, the Guarantee Payments (as defined below) to the
holders of the Exchange Capital Securities, as and when due, regardless of any
defense, right of set-off or counterclaim that the Trust may have or assert
other than the defense of payment. The following payments with respect to the
Exchange Capital Securities, to the extent not paid by or on behalf of the Trust
(the "Guarantee Payments"), are subject to the Guarantee: (i) any accrued and
unpaid Distributions required to be paid on such Capital Securities, to the
extent that the Trust has funds on hand available therefor at such time; (ii)
the Redemption Price with respect to any Capital Securities called for
redemption, to the extent that the Trust has funds on hand available therefor at
such time; and (iii) upon a voluntary or involuntary termination, dissolution,
winding up or liquidation of the Trust (unless the Junior Subordinated
Debentures are distributed to holders of the Capital Securities), the lesser of
(a) the aggregate of the Liquidation Amount and all accumulated and unpaid
Distributions to the date of payment, to the extent that the Trust has funds on
hand available therefor at such time and (b) the amount of assets of the Trust
remaining available for distribution to holders of the Capital Securities on
liquidation of the Trust. The Company's obligation to make a Guarantee Payment
may be satisfied by direct payment of the required amounts by the Company to the
holders of the Exchange Capital Securities or by causing the Trust to pay such
amounts to such holders.

      The Guarantee is an irrevocable guarantee on a subordinated basis of the
Trust's obligations under the Exchange Capital Securities, but will apply only
to the extent that the Trust has funds sufficient to make such payments, and is
not a guarantee of collection.

      If the Company does not make interest payments on the Junior Subordinated
Debentures held by the Trust, the Trust will not be able to pay any amounts in
respect of the Capital Securities and will not have funds legally available
therefor. The Guarantee will rank subordinate and junior in right of payment to
all Senior Indebtedness of the Company. See "--Status of the Guarantee." The
Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of the Company, including Senior Indebtedness, whether under the
Junior Subordinated Indenture, any other indenture that the Company may enter
into in the future or otherwise.

      The Company has, through the Guarantee, the Exchange Trust Agreement, the
Exchange Debentures, the Junior Subordinated Indenture and the Expense
Agreement, taken together, fully, irrevocably and unconditionally guaranteed all
the Trust's obligations under the Exchange 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 Trust's obligations under the Exchange Capital
Securities. See "Relationship Among the Exchange Capital Securities, the
Exchange Debentures and the Guarantee."

Status of the Guarantee

      The Guarantee constitutes an unsecured obligation of the Company and ranks
subordinate and junior in right of payment to all liabilities of the Company in
the same manner as the Exchange Debentures.

<PAGE>

      The Guarantee constitutes a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against
the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). The
Guarantee will be held by the Guarantee Trustee for the benefit of the holders
of the Exchange Capital Securities. The Guarantee will not be discharged except
by payment of the Guarantee Payments in full to the extent not paid by the Trust
or upon distribution to the holders of the Exchange Capital Securities or the
Exchange Debentures.

Amendments and Assignment

      Except with respect to any changes which do not materially adversely
affect the rights of holders of the Exchange Capital Securities (in which case
no vote will be required), the Guarantee may not be amended without the prior
approval of the holders of not less than a majority of the aggregate Liquidation
Amount of the Exchange Capital Securities. The manner of obtaining any such
approval will be as set forth under "Description of Exchange Capital
Securities--Voting Rights; Amendment of Trust Agreement." All guarantees and
agreements contained in the Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Company and shall inure to the
benefit of the holders of the Exchange Capital Securities then outstanding.

Events of Default

      An event of default under the Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder, or to
perform any non-payment obligation if such non-payment default remains
unremedied for 30 days. The holders of not less than a majority in aggregate
Liquidation Amount of the Exchange 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.

      Any registered holder of Exchange Capital Securities may institute a legal
proceeding directly against the Company to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Trust, the
Guarantee Trustee or any other person or entity.

      The Company, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not the Company is 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 the Company in performance of the Guarantee, undertakes to perform
only such duties as are specifically set forth in the Guarantee and, after the
occurrence of an event of default with respect to the 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 the
Guarantee at the request of any holder of the Exchange Capital Securities unless
it is offered reasonable indemnity against the costs, expenses and liabilities
that might be incurred thereby. For information concerning the relationship
between The Chase Manhattan Bank, the Guarantee Trustee, and the Company, see
"Description of Exchange Debentures--Information Concerning the Debenture
Trustee."

Termination of the Guarantee

      The Guarantee will terminate and be of no further force and effect upon
full payment of the Redemption Price of the Exchange Capital Securities, upon
full payment of the amounts payable with respect to the Exchange Capital
Securities upon liquidation of the Trust or upon distribution of Exchange
Debentures to the holders of the Exchange Capital Securities. The Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any holder of the Exchange Capital Securities must restore payment of any
sums paid under the Exchange Capital Securities or the Guarantee.

<PAGE>

Governing Law

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



<PAGE>




              RELATIONSHIP AMONG THE EXCHANGE CAPITAL SECURITIES,
                   THE EXCHANGE DEBENTURES AND THE GUARANTEE

Full and Unconditional Guarantee

      Payments of Distributions and other amounts due on the Exchange Capital
Securities (to the extent the Trust has funds available for such payment) are
irrevocably guaranteed by the Company as and to the extent set forth under
"Description of Guarantee." Taken together, the Company's obligations under the
Exchange Debentures, the Junior Subordinated Indenture, the Exchange Trust
Agreement and the Guarantee provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of Distributions and other amounts due on
the Exchange Capital Securities. No single document standing alone or operating
in conjunction with fewer than all 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
Trust's obligations under the Exchange Capital Securities. If and to the extent
that the Company does not make payments on the Exchange Debentures, the Trust
will not have sufficient funds to pay Distributions or other amounts due on the
Exchange Capital Securities. The Guarantee does not cover payment of amounts
payable with respect to the Capital Securities when the Trust does not have
sufficient funds to pay such amounts. In such event, the remedy of a holder of
the Exchange Capital Securities is to institute a legal proceeding directly
against the Company for enforcement of payment of the Company's obligations
under Exchange Debentures having a principal amount equal to the Liquidation
Amount of the Exchange Capital Securities held by such holder.

      The obligations of the Company under the Exchange Debentures and the
Guarantee are subordinate and junior in right of payment to all Senior
Indebtedness.

Sufficiency of Payments

      As long as payments are made when due on the Exchange Debentures, such
payments will be sufficient to cover Distributions and other payments
distributable on the Exchange Capital Securities, primarily because: (i) the
aggregate principal amount of the Exchange Debentures will be equal to the sum
of the aggregate stated Liquidation Amount of the Exchange Capital Securities
and Common Securities; (ii) the interest rate and interest and other payment
dates on the Junior Subordinated Debentures will match the Distribution rate,
Distribution Dates and other payment dates for the Trust Securities; (iii) the
Company will pay for all and any costs, expenses and liabilities of the Trust
except the Trust's obligations to holders of the Trust Securities; and (iv) the
Trust Agreement further provides that the Trust will not engage in any activity
that is not consistent with the limited purposes of the Trust.

      Notwithstanding anything to the contrary in the Junior Subordinated
Indenture, the Company has the right to set-off any payment it is otherwise
required to make thereunder against and to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee.

Enforcement Rights of Holders of Exchange Capital Securities

      A holder of any Exchange Capital Security may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee, the Trust or
any other person or entity. See "Description of Guarantee."

      A default or event of default under any Senior Indebtedness would not
constitute a default or Event of Default in respect of the Exchange Capital
Securities. However, in the event of payment defaults under, or acceleration of,
Senior Indebtedness, the subordination provisions of the Junior Subordinated
Indenture provide that no payments may be made in respect of the Exchange
Debentures until such Senior Indebtedness has been paid in full or any payment
default thereunder has been cured or waived. See "Description of Exchange
Debentures--Subordination."

<PAGE>

Limited Purpose of Trust

      The Exchange Capital Securities evidence preferred undivided beneficial
interests in the assets of the Trust, and the Trust exists for the sole purpose
of issuing the Trust Securities and investing the proceeds thereof in Junior
Subordinated Debentures. A principal difference between the rights of a holder
of a Capital Security and a holder of a Junior Subordinated Debenture is that a
holder of a Junior Subordinated Debenture is entitled to receive from the
Company payments on Junior Subordinated Debentures held, while a holder of
Capital Securities is entitled to receive Distributions or other amounts
distributable with respect to the Capital Securities from the Trust (or from the
Company under the Guarantee only) if and to the extent the Trust has funds
available for the payment of such Distributions.

Rights Upon Dissolution

      Upon any voluntary or involuntary dissolution involving the distribution
of the Junior Subordinated Debentures, after satisfaction of liabilities to
creditors of the Trust as required by applicable law, the holders of the
Exchange Capital Securities will be entitled to receive, out of assets held by
the Trust, the Liquidation Distribution in cash. See "Description of Exchange
Capital Securities--Liquidation Distribution Upon Dissolution." Upon any
voluntary or involuntary liquidation or bankruptcy of the Company, the Trust, as
registered holder of the Junior Subordinated Debentures, would be a subordinated
creditor of the Company, subordinated and junior in right of payment to all
Senior Indebtedness as set forth in the Junior Subordinated Indenture, but
entitled to receive payment in full of all amounts payable with respect to the
Junior Subordinated Debentures before any shareholders of the Company receive
payments or distributions. Since the Company is the guarantor under the
Guarantee and has agreed under the Junior Subordinated Indenture to pay for all
costs, expenses and liabilities of the Trust (other than the Trust's obligations
to the holders of its Trust Securities), the positions of a holder of the
Exchange Capital Securities and a holder of such Exchange Debentures relative to
other creditors and to shareholders of the Company in the event of liquidation
or bankruptcy of the Company are expected to be substantially the same.

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

General

      The following is a summary of the principal United States Federal income
tax consequences of the Exchange Offer and the purchase, ownership and
disposition of Capital Securities to the beneficial owners of Capital Securities
(the "Securityholders"). The statements of law and legal conclusions set forth
in this summary regarding the tax consequences to the Securityholders represent
the opinion of Hunton & Williams, counsel to the Company. This summary does not
address all tax consequences that may be applicable to a Securityholder, nor
does it address the tax consequences to (i) persons that may be subject to
special treatment under United States Federal tax law, such as banks, insurance
companies, thrift institutions, regulated investment companies, real estate
investment trusts, tax-exempt organizations and dealers in securities or
currencies, (ii) persons that will hold Capital Securities as part of a position
in a "straddle" or as part of a "hedging," "conversion" or other integrated
investment transaction for Federal income tax purposes, (iii) except with
respect to the discussion under the caption "United States Alien
Securityholders," persons whose functional currency is not the United States
dollar or (iv) persons that do not hold Capital Securities as capital assets.

      This summary is based upon the Code, Treasury Regulations, IRS rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change at any time. Such changes may be applied retroactively in a manner that
could cause the tax consequences to vary substantially from the consequences
described below, possibly adversely affecting a beneficial owner of Capital
Securities. In addition, the authorities on which this summary is based
(including authorities distinguishing debt from equity) are subject to various
interpretations, and it is therefore possible that the Federal income tax
treatment of the Capital Securities may differ from the treatment described
below. No ruling has been received from the IRS regarding the tax consequences
of the Capital Securities. Counsel's opinion regarding such tax consequences
represents only counsel's best legal judgment based on current authorities and
is not binding on the IRS or the courts.

<PAGE>

      INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS IN LIGHT OF
THEIR OWN PARTICULAR CIRCUMSTANCES AS TO THE FEDERAL TAX CONSEQUENCES OF THE
EXCHANGE OFFER AND THE PURCHASE, OWNERSHIP AND DISPOSITION OF CAPITAL
SECURITIES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

Classification of the Junior Subordinated Debentures

      The Junior Subordinated Debentures are intended to be, in the opinion of
Hunton & Williams should be, and the Company intends to take the position that
the Junior Subordinated Debentures will be, classified for United States federal
income tax purposes as indebtedness under current law. No assurance can be
given, however, the IRS will not challenge that position. According to a
petition recently filed in the United States Tax Court by a corporation
unrelated to the Company and the Trust, the IRS has challenged the status as
indebtedness, for United States federal income tax purposes, of certain
purported debt instruments held by entities intended to be taxable as
partnerships for United States federal income tax purposes, where those
entities, in turn, issued preferred securities to investors. Although the
overall structure of the financing arrangement involved in that case is somewhat
similar to the financing structure for the Junior Subordinated Debentures and
the Trust, the relevant facts involved in that case appear to differ
significantly from those relating to the Junior Subordinated Debentures and the
Trust. The remainder of this summary assumes that the Junior Subordinated
Debentures will be classified as indebtedness for United States federal income
tax purposes.

Exchange of Capital Securities

      The exchange of Old Capital Securities for Exchange Capital Securities
will not be a taxable event to Securityholders for United States federal income
tax purposes. Accordingly, the Exchange Capital Securities will have the same
issue price as the Old Capital Securities, and a Securityholder will have the
same adjusted tax basis and holding period for Exchange Capital Securities as
the holder had for Old Capital Securities immediately before the exchange.

Classification of the Trust

      In the opinion of Hunton & Williams, under current law and assuming
compliance with the terms of the Trust Agreement, the Trust will be classified
as a grantor trust and not as an association taxable as a corporation for United
States Federal income tax purposes. As a result, each Securityholder will be
treated as owning an undivided beneficial interest in the Junior Subordinated
Debentures. Accordingly, each Securityholder will be required to include in its
gross income its pro rata share of the interest income, including any original
issue discount, and any other income received or accrued with respect to the
Junior Subordinated Debentures whether or not cash is actually distributed to
the Securityholders. See "--Interest Income and Original Issue Discount." No
amount included in income with respect to the Capital Securities will be
eligible for the dividends received deduction.

Interest Income and Original Issue Discount

      Under Treasury Regulations applicable to debt instruments issued after
August 12, 1996 (the "Regulations"), a "remote" contingency that stated interest
will not be timely paid will be ignored in determining whether a debt instrument
is issued with original issue discount ("OID"). The Company believes that the
likelihood of its exercising its option to defer payments of interest on the
Junior Subordinated Debentures is remote. Based on the foregoing, in the opinion
of Hunton & Williams, the Junior Subordinated Debentures are not to be
considered issued with OID at the time of their original issuance and,
accordingly, a Securityholder should include in gross income such
Securityholder's allocable share of interest on the Junior Subordinated
Debentures (other than an amount of the first interest payment attributable to
pre-issuance accrued interest, which a Securityholder may treat as a reduction
of the issue price of the Junior Subordinated Debentures rather than as gross
income) in accordance with such Securityholder's method of tax accounting.

      Under the Regulations, if the Company should actually exercise its option
to defer any payment of interest, the Junior Subordinated Debentures would at
that time be treated as issued with OID, and all stated interest on the

<PAGE>


Junior Subordinated Debentures would thereafter be treated as OID so long as the
Junior Subordinated Debentures remained outstanding. In such event, all of a
Securityholder's taxable interest income with respect to the Junior Subordinated
Debentures would be accounted for as OID on an economic accrual basis regardless
of such Securityholder's method of tax accounting, and actual payments of stated
interest would not be reported as taxable income. Consequently, a Securityholder
would be required to include in gross income OID even though the Company would
not make any cash payments during an Extension Period.

      The Regulations have not been addressed in any rulings or other
interpretations by the IRS, and it is possible that the IRS could take a
position contrary to the interpretation herein.

Market Discount and Amortizable Premium

      A secondary market purchaser of Capital Securities at a discount from the
principal amount (or, if the Junior Subordinated Debentures are deemed to be
issued with OID, the issue price plus accrued but unpaid OID) of the pro rata
share of Junior Subordinated Debentures represented by the Capital Securities
acquires such Capital Securities with "market discount" if the discount is not
less than the product of (i) 0.25% of the principal amount (or, if the Junior
Subordinated Debentures are deemed to be issued with OID, the issue price plus
accrued but unpaid OID) multiplied by (ii) the number of complete years to
maturity of the Junior Subordinated Debentures after the date of purchase. A
purchaser of Capital Securities with market discount generally will be required
to treat any gain on the sale, redemption or other disposition of all or part of
such Capital Securities as ordinary income to the extent of accrued (but not
previously taxable) market discount. Market discount generally will accrue
ratably during the period from the date of purchase to the maturity date, unless
the Securityholder elects to accrue such market discount on the basis of a
constant interest rate. A Securityholder who acquires Capital Securities at a
market discount may be required to defer some interest deductions attributable
to any indebtedness incurred or continued to purchase or carry the Capital
Securities.

      A secondary market purchaser of Capital Securities at a premium over the
stated principal amount of the pro rata share of Junior Subordinated Debentures
(plus accrued interest) generally may elect to amortize such premium ("Section
171 premium"), under a constant yield method, as an offset to interest income on
the Junior Subordinated Debentures. If the Junior Subordinated Debentures are
deemed to be issued with OID and Capital Securities are acquired at a premium,
the premium will not be Section 171 premium but will be amortized as a reduction
in the amount of OID includable in the Securityholder's income.

Distribution of Junior Subordinated Debentures to Holders of Capital Securities

      Except as noted below, under current law, a distribution by the Trust of
the Junior Subordinated Debentures as described under the caption "Description
of Exchange Capital Securities--Liquidation Distribution Upon Dissolution" would
be a non-taxable event to Securityholders for United States Federal income tax
purposes; such a distribution would result in a Securityholder receiving
directly its pro rata share of the Junior Subordinated Debentures previously
held indirectly through the Trust, with a holding period and aggregate tax basis
equal to the holding period and aggregate tax basis such Securityholder had in
its Capital Securities before such distribution; and a Securityholder would
account for interest, market discount and amortizable premium in respect of
Junior Subordinated Debentures received from the Trust as described above under
"--Interest Income and Original Issue Discount" and "--Market Discount and
Amortizable Premium." If, however, the Junior Subordinated Debentures were
distributed in connection with a Tax Event that would cause the Trust to be
subject to United States Federal income tax with respect to income received or
accrued on the Junior Subordinated Debentures, the distribution likely would be
a taxable event to Securityholders. In that case, Securityholders would
recognize gain or loss equal to the difference between their adjusted bases in
their Capital Securities and the fair market value of the Junior Subordinated
Debentures distributed to the Securityholders, and they would obtain new holding
periods and fair market value bases for such Junior Subordinated Debentures.

<PAGE>

Sales or Redemption of Capital Securities

      Upon a sale (including redemption) of Capital Securities, a Securityholder
will recognize gain or loss equal to the difference between its adjusted tax
basis in the Capital Securities and the amount realized on the sale of such
Capital Securities (excluding any amount attributable to any accrued interest
with respect to such Securityholder's pro rata share of the Junior Subordinated
Debentures not previously included in income, which will be taxable as ordinary
income). Provided that the Company does not exercise its option to defer payment
of interest on the Junior Subordinated Debentures and the Capital Securities are
not considered to be issued with OID, a Securityholder's adjusted tax basis in
the Capital Securities generally will be the Securityholder's purchase price,
increased by any market discount included in income and reduced by any amortized
Section 171 premium for such Capital Securities. If the Junior Subordinated
Debentures are deemed to be issued with OID as a result of the Company's
deferral of any interest payment, a Securityholder's tax basis in the Capital
Securities generally will be increased by OID previously includable in such
Securityholder's gross income to the date of disposition and decreased by
distributions or other payments received on the Capital Securities since and
including the commencement date of the first Extension Period. Such gain or
loss, except to the extent of any accrued market discount, generally will be a
capital gain or loss, and generally will be a long-term capital gain or loss if
the Capital Securities have been held for more than one year.

      Should the Company exercise its option to defer any payment of interest on
the Junior Subordinated Debentures, the Capital Securities may trade at a price
that does not accurately reflect the value of accrued but unpaid interest with
respect to the underlying Junior Subordinated Debentures. As a result, and
because a Securityholder will be required to include in income accrued but
unpaid interest on Junior Subordinated Debentures and to add such amount to its
adjusted tax basis, such Securityholder may recognize a capital loss on a sale
of Capital Securities during an Extension Period. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States Federal income tax purposes.

Backup Withholding Tax and Information Reporting

      The amount of interest paid and any OID accrued on the Junior Subordinated
Debentures to Securityholders (other than corporations and other exempt
Securityholders) will be reported to the IRS. It is expected that such income
will be reported to Securityholders on Form 1099 and mailed to Securityholders
by January 31 following each calendar year. "Backup" withholding at a rate of
31% will apply to payments of interest and payments of disposition (including
redemption) proceeds to a non-exempt Securityholder unless the Securityholder
furnishes to the payor its taxpayer identification number, certifies that such
number is correct, and meets certain other conditions. Any amounts withheld from
a Securityholder under the backup withholding rules will be allowable as a
refund or a credit against such Securityholder's United States Federal income
tax liability.

United States Alien Securityholders

      For purposes of this discussion, a United States Alien Securityholder is
any corporation, individual, partnership, estate or trust that for United States
Federal income tax purposes is a foreign corporation, nonresident alien
individual, a foreign partnership, a foreign estate or foreign trust. This
discussion assumes that income with respect to the Capital Securities is not
effectively connected with a trade or business in the United States in which the
United States Alien Securityholder is engaged.

      Under current United States Federal income tax law:

          (i)   payments  by the  Trust or any of its  paying  agents  to any
      holder of Capital  Securities  that is a United States Alien
      Securityholder generally  will not be  subject  to  withholding  or other
      United States Federal income tax,  provided that, in the case of payments
      with  respect to  interest  (including  OID),  (a) the  beneficial owner
      of  the   Capital   Securities   does  not   actually   or constructively
      own 10% or more of the total combined voting power of all classes of stock
      of the Company  entitled to vote,  (b) the beneficial  owner of the
      Capital  Securities  is not a  controlled foreign  corporation  that is
      related to the Company through stock ownership,  and (c) either (A) the

<PAGE>

      beneficial owner of the Capital Securities  certifies to the Trust or its
      agent,  under  penalties of perjury,  that it is a United States Alien
      Securityholder  and provides  its  name  and  address  or  (B) a
      securities  clearing organization,  bank or  other  financial  institution
      that  holds customers'  securities  in the  ordinary  courses  of its
      trade or business  (a  "Financial   Institution")  and  holds  the Capital
      Securities  in such  capacity  certifies to the Trust or its agent under
      penalties of perjury that such  statement has been received from  the
      beneficial  owner by it or by a  Financial  Institution between it and the
      beneficial  owner and  furnishes  the Trust or its agent with a copy
      thereof; and

          (ii)  a United States Alien Securityholder of Capital Securities
      generally will not be subject to withholding or other United States
      Federal income tax on any gain realized upon the sale or other disposition
      of Capital Securities.

Possible Tax Law Changes

      In both 1996 and 1997, the Clinton Administration proposed to amend the
Code to deny deductions of interest on instruments with features similar to
those of the Junior Subordinated Debentures when issued under arrangements
similar to the Trust. That proposal was not passed by, and is not currently
pending before, Congress. There can be no assurance, however, that future
legislative proposals, future regulations or official administrative
pronouncements or future judicial decisions will not affect the ability of the
Company to deduct interest on the Junior Subordinated Debentures. Such a change
could give rise to a Tax Event, which may permit the Company, upon approval of
the Federal Reserve if then required under applicable capital guidelines or
policies of the Federal Reserve, to cause a redemption of the Capital
Securities, as described more fully under "Description of Exchange Capital
Securities--Redemption."

                          CERTAIN ERISA CONSIDERATIONS

      Before authorizing an investment in the Exchange Capital Securities,
fiduciaries of pension, profit sharing or other employee benefit plans subject
to ERISA or Section 4975 of the Code ("Plans") should consider, among other
matters, (a) ERISA's fiduciary standards (including its prudence and
diversification requirements), (b) whether such fiduciaries have authority to
make such investment in the Exchange Capital Securities under the applicable
Plan investment policies and governing instruments, and (c) rules under ERISA
and the Code that prohibit Plan fiduciaries from causing a Plan to engage in a
"prohibited transaction."

      Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well
as individual retirement accounts and Keogh plans subject to Section 4975 of the
Code from, among other things, engaging in certain transactions involving "plan
assets" with persons who are "parties in interest" under ERISA or "disqualified
persons" under the Code ("Parties in Interest") with respect to such Plan. A
violation of these "prohibited transaction" rules may result in an excise tax or
other liabilities under ERISA and/or Section 4975 of the Code for such persons,
unless exemptive relief is available under an applicable statutory or
administrative exemption. Employee benefit plans that 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) are
not subject to the requirements of ERISA or Section 4975 of the Code.

      The Department of Labor (the "DOL") has issued a regulation (29 C.F.R.
2510.3-101) (the "Plan Assets Regulation") concerning the definition of what
constitutes the assets of a Plan. The Plan Assets Regulation provides that, as a
general rule, the underlying assets and properties of corporations,
partnerships, trusts and certain other entities in which a Plan makes an
"equity" investment will be deemed, for purposes of ERISA, to be assets of the
investing Plan unless certain exceptions apply.

      Pursuant to an exception contained in the Plan Assets Regulation, the
assets of the Trust would not be deemed to be "plan assets" of investing Plans
if, immediately after the most recent acquisition of any equity interest in the
Trust, less than 25% of the value of each class of equity interests in the Trust
were held by Plans, other employee benefit plans not subject to ERISA or Section
4975 of the Code (such as governmental, church and foreign plans), individual
retirement accounts, Keogh plans and entities holding assets deemed to be "plan
assets" of any Plan (collectively, "Benefit Plan Investors"). No assurance can
be given that the value of the Capital Securities held by Benefit Plan Investors
will be less than 25% of the total value of such Capital Securities at the
completion of the initial offering or thereafter, and no monitoring or other
measures will be taken with respect to the satisfaction of the conditions to
this exception. All the Common Securities will be purchased and held directly by
the Company.

<PAGE>

      Under another exception contained in the Plan Assets Regulation, if the
New Capital Securities received as a result of an Exchange Offer were to qualify
as "publicly offered securities" under the Plan Assets Regulation, the assets of
the Trust would not be deemed to be "plan assets" by reason of a Plan's
acquisition or holding of such securities. The New Capital Securities would
qualify as "publicly offered securities" if, among other things, they are
offered pursuant to an effective registration statement, are owned by 100 or
more investors independent of the issuer and each other at the time of the
offering, and are subsequently registered under the Exchange Act. It is expected
that the 100 investor requirement will not be satisfied and that the New Capital
Securities will not be registered under the Exchange Act.

      There can be no assurance that any of the exceptions set forth in the Plan
Assets Regulation will apply to the purchase of Capital Securities offered
hereby and, as a result, an investing Plan's assets could be considered to
include an undivided interest in the Junior Subordinated Debentures held by the
Trust. In the event that assets of the Trust are considered assets of an
investing Plan, the Trustees, the Company and/or other persons, in providing
services with respect to the Junior Subordinated Debentures, could be considered
fiduciaries to such Plan and subject to the fiduciary responsibility provisions
of Title I of ERISA. In addition, certain transactions involving the Trust
and/or the Capital Securities could be deemed to constitute direct or indirect
prohibited transactions under ERISA and Section 4975 of the Code with respect to
a Plan. For example, if the Company is a Party in Interest with respect to an
investing Plan (either directly or by reason of its ownership of the Bank or
other subsidiaries), extensions of credit between the Company and the Trust (as
represented by the Junior Subordinated Debentures and the Guarantee) would
likely be prohibited by Section 406(a)(1)(B) of ERISA and Section 4975(c)(1)(B)
of the Code.

      The DOL has issued five prohibited transaction class exemptions ("PTCEs")
that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the Capital Securities, assuming that
assets of the Trust were deemed to be "plan assets" of Plans investing in the
Trust (see above). Those class exemptions are PTCE 96-23 (for certain
transactions determined by in-house asset managers), PTCE 91-38 (for certain
transactions involving bank collective investment funds), PTCE 95-60 (for
certain transactions involving insurance company general accounts), PTCE 90-1
(for certain transactions involving insurance company pooled separate accounts),
and PTCE 84-14 (for certain transactions determined by independent qualified
asset managers).

      Because of ERISA's prohibitions and those of Section 4975 of the Code, the
Capital Securities may not be purchased or held by any Plan, any entity whose
underlying assets include "plan assets" by reason of any Plan's investment in
the entity (a "Plan Asset Entity") or any other person investing "plan assets"
of any Plan, unless such purchase or holding is covered by the exemptive relief
provided by PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption. If a purchaser or holder of the Capital Securities that is a Plan or
a Plan Asset Entity elects to rely on an exemption other than PTCE 96-23, 95-60,
91-38, 90-1 or 84-14, the Company and the Trust may require a satisfactory
opinion of counsel or other evidence with respect to the availability of such
exemption for such purchase and holding. Any purchaser or holder of the Capital
Securities that is a Plan or a Plan Asset Entity or that is purchasing such
securities on behalf of or with "plan assets" will be deemed to have represented
by its purchase and holding thereof that (a) 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, (b) the Company and
the Administrators are not "fiduciaries," within the meaning of Section 3(21) of
ERISA and the regulations thereunder, with respect to such person's interest in
the Capital Securities or the Junior Subordinated Debentures, and (c) in
purchasing the Capital Securities, such person approves the purchase of the
Junior Subordinated Debentures and the appointment of the Issuer Trustees. See
"Notice to Investors" herein.

      Any plans or other entities whose assets include Plan assets subject to
ERISA or Section 4975 of the Code proposing to acquire Capital Securities should
consult with their own counsel.

<PAGE>

      Governmental Plans and certain church plans are not subject to ERISA, and
are also not subject to the prohibited transaction provisions of Section 4975 of
the Code. However, state laws or regulations governing the investment and
management of the assets of such plans may contain fiduciary and prohibited
transaction provisions similar to those under ERISA and the Code discussed
above. Accordingly, fiduciaries of governmental and church plans, in
consultation with their advisers, should consider the impact of their respective
state laws on investments in the Capital Securities and the considerations
discussed above to the extent applicable.

                   SUPERVISION, REGULATION AND OTHER MATTERS

      The following information is not intended to be an exhaustive description
of the statutes and regulations applicable to the Company. The discussion is
qualified in its entirety by reference to all particular statutory or regulatory
provisions. Additional information regarding supervision and regulation is
included in the documents incorporated herein by reference. See "Available
Information."

      The business of the Company is influenced by prevailing economic
conditions and governmental policies, both foreign and domestic. The actions and
policy directives of the Federal Reserve determine to a significant degree the
cost and the availability of funds obtained from money market sources for
lending and investing. The Federal Reserve's policies and regulations also
influence, directly and indirectly, the rates of interest paid by commercial
banks on their time and savings deposits. The nature and impact on the Company
of future changes in economic conditions and monetary and fiscal policies, both
foreign and domestic, are not predictable.

      The Company is subject to supervision and examination by Federal bank
regulatory authorities. As a bank holding company regulated under the BHC Act,
the Company's primary bank regulatory authority is the Federal Reserve. Bank
holding companies are expected to serve as a source of strength to their
subsidiary banks under the Federal Reserve's regulations and policies. As a
National Banking Association, the Bank's primary Federal bank regulator is the
Comptroller of the Currency. As a Federal Savings Bank, Del Amo's primary
regulator is the Office of Thrift Supervision.

      The Federal bank regulatory authorities have each adopted risk-based
capital guidelines to which the Company and the Bank are subject. These
guidelines are based on an international agreement developed by the Basle
Committee on Banking Regulations and Supervisory Practices, which consists of
representatives of central banks and supervisory authorities in 12 countries
including the United States of America. The guidelines establish a systematic
analytical framework that makes regulatory capital requirements more sensitive
to differences in risk profiles among banking organizations, takes off-balance
sheet exposures into explicit account in assessing capital adequacy and
minimizes disincentives to holding liquid, low-risk assets. Risk-based assets
are determined by allocating assets and specified off-balance sheet commitments
and exposures into four weighted categories, with higher levels of capital being
required for the categories perceived as representing greater risk.

      The Bank is required to maintain a minimum total risk-based ratio of 8%,
of which half (4%) must be Tier 1 capital. In addition, the Federal bank
regulators established leverage ratio (Tier 1 capital to total adjusted average
assets) guidelines providing for a minimum leverage ratio of 3% for banks
meeting certain specified criteria, including excellent asset quality, high
liquidity, low interest rate exposure and the highest regulatory rating.
Institutions not meeting these criteria are expected to maintain a ratio which
exceeds the 3% minimum by at least 100 to 200 basis points. The Federal bank
regulatory authorities may, however, set higher capital requirements when a
bank's particular circumstances warrant.

      From time to time, the Federal bank regulatory authorities, including the
Federal Reserve, propose amendments to and issue interpretations of their
risk-based capital guidelines and reporting instructions, which can affect
reported capital ratios and net risk-adjusted assets. Effective June 26, 1996,
the Federal Reserve, the Office of the Comptroller of the Currency and the
Federal Deposit Insurance Corporation ("FDIC") issued a joint policy statement
that provides guidance on sound practices for interest rate risk management and
describes critical factors affecting the agencies' evaluation of a bank's
interest rate risk when making a determination of capital adequacy.

<PAGE>

      The Federal banking agencies possess broad powers to take corrective
action as deemed appropriate for an insured depository institution and its
holding companies. The extent of these powers depends upon whether the
institution in question is considered "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized" or
"critically undercapitalized." Generally, as an institution is deemed to be less
well capitalized, the scope and severity of the agencies' supervisory powers
increase. The agencies' corrective powers can include, among other things,
requiring an insured financial institution to adopt a capital restoration plan
which cannot be approved unless guaranteed by the institution's parent holding
company; placing limits on asset growth and restrictions on activities; placing
restrictions on transactions with affiliates; restricting the interest rates the
institution may pay on deposits; prohibiting the institution from accepting
deposits from correspondent banks; prohibiting the payment of principal or
interest on subordinated debt; prohibiting the holding company from making
capital distributions without prior regulatory approval; and, ultimately,
appointing a receiver for the institution. Business activities may also be
influenced by an institution's capital classification. For instance, only a
"well capitalized" depository institution may accept brokered deposits without
prior regulatory approval, and only an "adequately capitalized" depository
institution may accept brokered deposits with prior regulatory approval. At June
30, 1998, the Bank exceeded the required capital ratios for classification as a
"well capitalized" bank.

      The deposits of the Bank are insured by the FDIC and are subject to FDIC
insurance assessments. The amount of FDIC assessments paid by individual insured
depository institutions is based on their relative risk as measured by
regulatory capital ratios and certain other factors. Currently, the Bank is not
assessed any premiums for deposits insured by either the Bank Insurance Fund or
the Savings Association Insurance Fund. The Bank, however, continues to pay
premiums based on deposit levels to service debt on Financing Corporation bonds.

      Under Federal law, a financial institution insured by the FDIC under
common ownership with a failed institution can be required to indemnify the FDIC
for its losses resulting from the insolvency of the failed institution, even if
such indemnification causes the affiliated institution also to become insolvent.
As a result, the Company could, under certain circumstances, be obligated for
the liabilities of its affiliates that are FDIC-insured institutions. In
addition, if any insured depository institution becomes insolvent and the FDIC
is appointed its conservator or receiver, the FDIC may disaffirm or repudiate
any contract or lease to which such institution is a party, the performance of
which is determined to be burdensome and the disaffirmance or repudiation of
which is determined to promote the orderly administration of the institution's
affairs. If Federal law were construed to permit the FDIC to apply these
provisions to debt obligations of an insured depository institution, the result
could be that such obligations would be prepaid without premium. Federal law
also accords the claims of a receiver of an insured depository institution for
administrative expenses and the claims of holders of deposit liabilities of such
an institution priority over the claims of general unsecured creditors of such
an institution in the event of a liquidation or other resolution of such
institution.

      The BHC Act currently permits adequately capitalized and adequately
managed bank holding companies from any state to acquire banks and bank holding
companies located in any other state, subject to certain conditions. The Company
has the ability, subject to certain restrictions, including state opt-out
provisions, to acquire by acquisition or merger branches outside of its home
state. Competition may increase as banks branch across state lines and enter new
markets.

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives Exchange Capital Securities for its own
account in connection with the Exchange Officer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Capital
Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by Participating Broker-Dealers during the period referred to
below in connection with resales of Exchange Capital Securities received in
exchange for Old Capital Securities if such Old Capital Securities were acquired
by such Participating Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities. The Company and the Trust
have agreed that this Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in connection with resales
of such Exchange Capital Securities for a period ending 90 days after the
Expiration Date (subject to extension under certain limited circumstances
described herein) or, if earlier, when all such Exchange Capital Securities have
been disposed of by

<PAGE>


such Participating Broker-Dealer. However, a Participating Broker-Dealer who
intends to use this Prospectus in connection with the resale of Exchange Capital
Securities received in exchange for Old Capital Securities pursuant to the
Exchange Offer must notify the Company or the Trust, or cause the Company or the
Trust to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided for
that purpose in the Letter of Transmittal or may be delivered to the Exchange
Agent at one of the addresses set forth herein under "The Exchange
Offer--Exchange Agent." See "The Exchange Offer--Resales of Exchange Capital
Securities."

      Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the Exchange Capital Securities offered hereby. Exchange Capital
Securities received by broker-dealers for their own accounts in connection with
the Exchange Offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Capital Securities or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commission or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Capital Securities.

      Any broker-dealer that resells Exchange Capital Securities that were
received by it for its own account in connection with the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Capital
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any such resale of Exchange Capital Securities
and any commissions or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a prospectus
a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

                           VALIDITY OF NEW SECURITIES

      The validity of the Guarantee and the Exchange Debentures will be passed
upon for the Company by Hunton & Williams, Richmond, Virginia. Certain matters
relating to United States federal income tax considerations will be passed upon
for the Company by Hunton & Williams, Richmond, Virginia. Certain matters of
Delaware law relating to the validity of the Exchange Capital Securities will be
passed upon on behalf of the Trust by Richards, Layton & Finger, P.A., special
Delaware counsel to the Trust.

                                    EXPERTS

      The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, incorporated by reference herein, have been incorporated by reference
herein in reliance upon the report of Ernst & Young LLP, independent auditors,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

       The consolidated financial statements of Horizon appearing in Horizon's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of Ernst & Young LLP, independent auditors,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.




<PAGE>

                                                                           
                         INDEX TO FINANCIAL INFORMATION

Pro Forma Balance Sheet - City Holding Company
and Horizon as of June 30, 1998...........................................F-3

Pro Forma Balance Sheet - City Holding Company
and Horizon as of June 30, 1997...........................................F-5

Pro Forma Balance Sheet - City Holding Company
and Horizon as of December 31, 1997.......................................F-7

Pro Forma Balance Sheet - City Holding Company
and Horizon as of December 31, 1996.......................................F-9

Pro Forma Statement of Income - City Holding Company
and Horizon as of June 30, 1998...........................................F-11

Pro Forma Statement of Income - City Holding Company
and Horizon as of June 30, 1997...........................................F-13

Pro Forma Statement of Income - City Holding Company
and Horizon as of December 31, 1997.......................................F-15

Pro Forma Statement of Income - City Holding Company
and Horizon as of December 31, 1996.......................................F-17

Pro Forma Statement of Income - City Holding Company
and Horizon as of December 31, 1995.......................................F-19





<PAGE>



                          UNAUDITED PRO FORMA CONDENSED
                              FINANCIAL INFORMATION


            The following Unaudited Pro Forma Condensed Balance Sheets for the
six months ended June 30, 1998 and 1997 and the years ended December 31, 1997
and 1996 combine the historical consolidated balance sheets of City Holding and
Horizon as if the Reorganization had been effective on December 31, 1996. City
Holding's historical financial statements are incorporated by reference from its
Annual Report on Form 10-K for each of the three years in the period ended
December 31, 1997 as filed with the Commission on March 16, 1998. In addition,
City Holding's historical interim financial statements for the six months ended
June 30, 1998 are incorporated by reference from its Form 10-Q as filed with the
Commission on August 14, 1998. Horizon's historical financial statements are
incorporated by reference from its Annual Report on Form 10-K for each of the
three years in the period ended December 31, 1997 as filed with the Commission
on March 30, 1998 and its Form 10-Q for the six months ended June 30, 1998 as
filed with the Commission on August 14, 1998. The unaudited pro forma condensed
financial information should be read in conjunction with the historical
financial statements of City Holding and Horizon.

             The Unaudited Pro Forma Condensed Statements of Income for the six
months ended June 30, 1998 and 1997 and the years ended December 31, 1997, 1996
and 1995 present the combined results of operations of City Holding and Horizon
as if the Transaction had been effective at January 1, 1995.

            The unaudited pro forma condensed financial information reflect the
application of the pooling of interests method of accounting for the
Transaction. Under this method of accounting, the recorded assets, liabilities,
shareholders' equity, income and expenses of City Holding and Horizon are
combined and reflected at their historical amounts.

            City Holding expects to achieve certain Holding Company Merger
benefits in the form of operating cost savings that may be significant. The pro
forma earnings, which do not reflect any direct costs or potential savings that
are expected to result from the consolidation of operations of City Holding and
Horizon, may not be indicative of the results of future operations. No assurance
can be given with respect to the ultimate level of expense savings.



<PAGE>



Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of June 30, 1998


<TABLE>
<CAPTION>

                                                     City Holding    Horizon Bancorp            Proforma                  Pro forma
                                                     as Reported       as Reported     Adjustments and Eliminations        Combined
                                              -------------------------------------------------------------------------------------
<S> <C>
ASSETS
Cash and due from bank                           $   62,111,000     $   25,721,000       $                 $          $   87,832,000
Federal funds sold                                      570,000         12,265,000                                        12,835,000
                                              --------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS                            62,681,000         37,986,000        0                        0     100,667,000

Securities available for sale                       166,994,000        168,593,000                                       335,587,000
Investment securities                                                   40,430,000                                        40,430,000
Loans:
   Gross loans                                      936,161,000        764,244,000                                     1,700,405,000
   Unearned income                                  (6,889,000)        (4,328,000)                                      (11,217,000)
   Allowance for loan losses                        (8,680,000)        (9,784,000)                                      (18,464,000)
                                              --------------------------------------------------------------------------------------
NET LOANS                                           920,592,000        750,132,000                                     1,670,724,000

Loans held for sale                                 194,959,000                  0                                       194,959,000
Bank premises and equipment                          50,371,000         16,732,000                                        67,103,000
Accrued interest receivable                          10,292,000          9,305,000                                        19,597,000
Other assets                                         95,611,000         17,329,000                                 0     112,940,000

                                              --------------------------------------------------------------------------------------
TOTAL ASSETS                                     $1,501,500,000     $1,040,507,000       $0                       $0  $2,542,007,000
                                              ======================================================================================

LIABILITIES
Deposits:
   Non-interest bearing                          $  174,707,000     $  120,301,000       $                        $   $  295,008,000
   Interest bearing                                 957,002,000        741,205,000                                     1,698,207,000
                                              --------------------------------------------------------------------------------------
TOTAL DEPOSITS                                    1,131,709,000        861,506,000                                     1,993,215,000
Short-term borrowings                               111,974,000         43,704,000                                       155,678,000
Long-term debt                                       81,295,000          5,972,000                                        87,267,000
Other liabilities                                    20,414,000         13,413,000                                        33,827,000
                                              --------------------------------------------------------------------------------------

TOTAL LIABILITIES                                 1,345,392,000        924,595,000                                     2,269,987,000

Corporation-obligated mandatorily redeemable
 capital securities of subsidiary
 trust holding solely subordinated debentures
 of City Holding Company ("Trust Preferred
 Securities")                                        30,000,000                  0                                        30,000,000






</TABLE>

<PAGE>




Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of June 30, 1998

<TABLE>
<CAPTION>


                                              City Holding     Horizon Bancorp             Pro forma                      Pro forma
                                              as Reported        as Reported       Adjustments and Eliminations           Combined
                                           -----------------------------------------------------------------------------------------
<S> <C>

STOCKHOLDERS' EQUITY
Common stock                                    16,874,000          9,312,000        25,864,000     (9,312,000)          42,738,000
Capital surplus                                 63,734,000         19,814,000       (30,916,000)     9,312,000           61,944,000
Retained earnings                               44,280,000         90,616,000                                           134,896,000
Cost of common stock in treasury                 (591,000)        (5,052,000)         5,052,000                            (591,000)
Accumulated other comprehensive income           1,811,000          1,222,000                                             3,033,000
                                            ----------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                     126,108,000        115,912,000                 0              0          242,020,000
                                            ----------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $1,501,500,000     $1,040,507,000      $          0    $          0      $2,542,007,000
                                            ========================================================================================


</TABLE>



<PAGE>



Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of June 30, 1997


<TABLE>
<CAPTION>


                                     City Holding               Horizon Bancorp           Pro forma                     Pro forma
                                      as Reported                 as Reported     Adjustments and Eliminations           Combined
                                ----------------------------------------------------------------------------------------------------
<S> <C>
ASSETS
Cash and due from bank           $   45,011,000                 $  35,990,000     $                   $              $   81,001,000
Federal funds sold                      532,000                       980,000                                             1,512,000
                                ----------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS            45,543,000                    36,970,000      0                          0          82,513,000

Securities available for sale       182,393,000                   184,062,000                                           366,455,000
Investment securities                                              41,898,000                                            41,898,000
Loans:
   Gross loans                      768,553,000                   671,307,000                                         1,439,860,000
   Unearned income                  (8,150,000)                   (6,151,000)                                          (14,301,000)
   Allowance for loan losses        (7,864,000)                  (10,756,000)                                          (18,620,000)
                                ----------------------------------------------------------------------------------------------------
NET LOANS                           752,539,000                   654,400,000                                         1,406,939,000

Loans held for sale                 110,342,000                             0                                           110,342,000
Bank premises and equipment          30,848,000                    16,627,000                                            47,475,000
Accrued interest receivable           8,317,000                     8,615,000                                            16,932,000
Other assets                         17,702,000                    12,129,000                                 0          29,831,000

                                ----------------------------------------------------------------------------------------------------
TOTAL ASSETS                     $1,147,684,000                 $ 954,701,000     $0                        $ 0      $2,102,385,000
                                ====================================================================================================

LIABILITIES
Deposits:
   Non-interest bearing             138,037,000                   121,503,000                                           259,540,000
   Interest bearing                 763,050,000                   679,852,000                                         1,442,902,000
                                ----------------------------------------------------------------------------------------------------
TOTAL DEPOSITS                      901,087,000                   801,355,000                                         1,702,442,000
Short-term borrowings               101,832,000                    28,659,000                                           130,491,000
Long-term debt                       39,400,000                             0                                            39,400,000
Other liabilities                    17,882,000                    12,805,000                                            30,687,000
                                ----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                 1,060,201,000                   842,819,000                                         1,903,020,000


</TABLE>


<PAGE>




Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of June 30, 1997

<TABLE>
<CAPTION>



                                City Holding       Horizon Bancorp                Pro forma                      Pro forma
                                 as Reported         as Reported          Adjustments and Eliminations             Combined
                              ----------------------------------------------------------------------------------------------
<S> <C>
STOCKHOLDERS' EQUITY
Common stock                     15,207,000             9,309,000           25,855,748     (9,309,000)           41,062,748
Capital surplus                  35,795,000            19,768,000          (30,907,748)     9,309,000            33,964,252
Retained earnings                36,214,000            83,474,000                                               119,688,000
Cost of common stock in
treasury                           (310,000)           (1,094,000)           5,052,000                            3,648,000
Accumulated other
comprehensive income                577,000               425,000                                                 1,002,000
                              ----------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS'
EQUITY                           87,483,000           111,882,000                    0              0           199,365,000
                              ----------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY         $1,147,684,000          $954,701,000         $          0    $         0        $2,102,385,000
                              ==============================================================================================

</TABLE>





<PAGE>





Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of December 31, 1997

<TABLE>
<CAPTION>



                                           City Holding       Horizon Bancorp             Pro forma                      Pro forma
                                           as Reported          as Reported      Adjustments and Eliminations             Combined
                                           -----------------------------------------------------------------------------------------
<S> <C>
ASSETS
Cash and due from bank                   $   47,207,000    $   31,262,000            $                         $      $   78,469,000
Federal funds sold                           40,028,000        14,035,000                                                 54,063,000
                                          ------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS                    87,235,000        45,297,000             0                         0        132,532,000

Securities available for sale               162,912,000       173,864,000                                                336,776,000
Investment securities                                          41,554,000                                                 41,554,000
Loans:
   Gross loans                              787,716,000       734,145,000                                              1,521,861,000
   Unearned income                          (7,354,000)       (5,906,000)                                               (13,260,000)
   Allowance for loan losses                (7,673,000)      (10,517,000)                                               (18,190,000)
                                          ------------------------------------------------------------------------------------------
NET LOANS                                   772,689,000       717,722,000                                              1,490,411,000

Loans held for sale                         134,990,000                 0                                                134,990,000
Bank premises and equipment                  36,635,000        17,123,000                                                 53,758,000
Accrued interest receivable                   8,677,000         8,876,000                                                 17,553,000
Other assets                                 63,005,000        15,845,000                                       0         78,850,000

                                          ------------------------------------------------------------------------------------------
TOTAL ASSETS                             $1,266,143,000    $1,020,281,000            $0                        $0     $2,286,424,000
                                          ==========================================================================================

LIABILITIES
Deposits:
   Non-interest bearing                  $  136,842,000    $  113,415,000            $                         $      $  250,257,000
   Interest bearing                         801,656,000       727,892,000                                              1,529,548,000
                                          ------------------------------------------------------------------------------------------
TOTAL DEPOSITS                              938,498,000       841,307,000                                              1,779,805,000
Short-term borrowings                       130,191,000        42,642,000                                                172,833,000
Long-term debt                               68,400,000         7,102,000                                                 75,502,000
Other liabilities                            22,799,000        15,208,000                                                 38,007,000
                                          ------------------------------------------------------------------------------------------

TOTAL LIABILITIES                         1,159,888,000       906,259,000                                              2,066,147,000

</TABLE>



<PAGE>




Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of December 31, 1997

<TABLE>
<CAPTION>




                                     City Holding         Horizon Bancorp              Pro forma                     Pro forma
                                      as Reported           as Reported       Adjustments and Eliminations           Combined
                                    ------------------------------------------------------------------------------------------------
<S> <C>

STOCKHOLDERS' EQUITY
Common stock                          16,067,000              9,310,000        25,859,000       (9,310,000)            41,926,000
Capital surplus                       48,769,000             19,784,000      (28,797,000)        9,310,000             49,066,000
Retained earnings                     40,374,000             86,768,000                                  0            127,142,000
Cost of common stock
in treasury                             (310,000)            (2,938,000)         2,938,000                               (310,000)
Accumulated other
comprehensive income                   1,355,000              1,098,000                                                 2,453,000
                                  ------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY           106,255,000            114,022,000                 0                0            220,277,000
                                  ------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY              $1,266,143,000         $1,020,281,000     $           0      $         0         $2,286,424,000
                                  ===============================================================================================


</TABLE>


<PAGE>





Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of December 31, 1996

<TABLE>
<CAPTION>



                                       City Holding     Horizon Bancorp                 Pro forma                      Pro forma
                                        as Reported       as Reported           Adjustments and Eliminations            Combined
                                   -----------------------------------------------------------------------------------------------
<S> <C>
ASSETS
Cash and due from bank                 $   47,351,000       $ 36,503,000       $                        $          $   83,854,000
Federal funds sold                            413,000          2,455,000                                                2,868,000
                                   -----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS                  47,764,000         38,958,000        0                        0             86,722,000

Securities available for sale             122,944,000        205,923,000                                              328,867,000
Investment securities                      40,978,000         42,741,000                                               83,719,000
Loans:
   Gross loans                            704,775,000        640,352,000                                            1,345,127,000
   Unearned income                        (6,793,000)        (6,368,000)                                             (13,161,000)
   Allowance for loan losses              (7,281,000)        (9,607,000)                                             (16,888,000)
                                   -----------------------------------------------------------------------------------------------
NET LOANS                                 690,701,000        624,377,000                                            1,315,078,000

Loans held for sale                        92,472,000                  0                                               92,472,000
Bank premises and equipment                30,025,000         16,580,000                                               46,605,000
Accrued interest receivable                 7,510,000          7,940,000                                               15,450,000
Other assets                               16,416,000         10,549,000                                 0             26,965,000

                                   -----------------------------------------------------------------------------------------------
TOTAL ASSETS                           $1,048,810,000       $947,068,000       $0                       $0         $1,995,878,000
                                   ===============================================================================================

LIABILITIES
Deposits:
   Non-interest bearing                $  118,976,000       $119,831,000       $                        $          $  238,807,000
   Interest bearing                       709,694,000        678,165,000                                            1,387,859,000
                                   -----------------------------------------------------------------------------------------------
TOTAL DEPOSITS                            828,670,000        797,996,000                                            1,626,666,000
Short-term borrowings                      90,298,000         29,154,000                                              119,452,000
Long-term debt                             34,250,000                  0                                               34,250,000
Other liabilities                          16,219,000         10,507,000                                               26,726,000
                                   -----------------------------------------------------------------------------------------------

TOTAL LIABILITIES                         969,437,000        837,657,000                                            1,807,094,000

</TABLE>


<PAGE>




Pro Forma Balance Sheet - City Holding Company and Horizon Bancorp, Inc.
As of December 31, 1996

<TABLE>
<CAPTION>



                               City Holding      Horizon Bancorp             Pro forma                     Pro forma
                               as Reported         as Reported       Adjustments and Eliminations           Combined
                            -------------------------------------------------------------------------------------------
<S> <C>

STOCKHOLDERS' EQUITY
Common stock                  13,998,000           9,308,000           25,853,000      (9,308,000)          39,851,000
Capital surplus               35,426,000          19,757,000          (26,028,000)      9,308,000           38,463,000
Retained earnings             30,246,000          79,876,000                                    0          110,122,000
Cost of common stock in
treasury                        (300,000)           (175,000)             175,000                             (300,000)
Accumulated other
comprehensive income               3,000             645,000                                                   648,000
                            -------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS'
EQUITY                        79,373,000         109,411,000                    0               0          188,784,000
                            -------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY      $1,048,810,000        $947,068,000         $          0     $         0       $1,995,878,000
                            ===========================================================================================
</TABLE>



<PAGE>





Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.
For the Six Months Ended June 30, 1998

<TABLE>
<CAPTION>




                                           City Holding   Horizon Bancorp          Pro forma
                                            as Reported    as Reported              Combined
                                         -----------------------------------------------------
<S> <C>
INTEREST INCOME
Interest and fees on loans               $48,982,000      $33,936,000             $82,918,000
Interest on investment securities:
   Taxable                                 4,133,000        4,804,000               8,937,000
   Tax-exempt                                828,000        1,581,000               2,409,000
Other interest income                        783,000          707,000               1,490,000
                                         -----------------------------------------------------
TOTAL INTEREST INCOME                     54,726,000       41,028,000              95,754,000

INTEREST EXPENSE
Interest on deposits                      19,374,000       16,885,000              36,259,000
Interest on short-term borrowings          3,475,000        1,086,000               4,561,000
Interest on long-term debt                 3,409,000                0               3,409,000
                                         -----------------------------------------------------
TOTAL INTEREST EXPENSE                    26,258,000       17,971,000              44,229,000

                                         -----------------------------------------------------
NET INTEREST INCOME                       28,468,000       23,057,000              51,525,000
PROVISION FOR
POSSIBLE LOAN LOSSES                       1,201,000        1,266,000               2,467,000
                                         -----------------------------------------------------

NET INTEREST INCOME
AFTER PROVISION FOR
POSSIBLE LOAN LOSSES                      27,267,000       21,791,000              49,058,000

OTHER INCOME
Investment securities gains                   16,000         (22,000)                 (6,000)
Service charges                            2,392,000        2,149,000               4,541,000
Mortgage loan servicing fees               8,009,000                0               8,009,000
Net origination fees on junior lien
mortgages                                  6,217,000                0               6,217,000
Gain on sale of loans                      7,333,000                0               7,333,000
Other income                               8,029,000        1,212,000               9,241,000
                                         -----------------------------------------------------
TOTAL OTHER INCOME                        31,996,000        3,339,000              35,335,000

OTHER EXPENSES
Salaries and employee benefits            19,402,000        6,470,000              25,872,000
Occupancy, excluding depreciation          2,644,000          853,000               3,497,000
Depreciation                               3,661,000        1,364,000               5,025,000



</TABLE>

<PAGE>




Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.
For the Six Months Ended June 30, 1998

<TABLE>
<CAPTION>




                                                  City Holding     Horizon Bancorp         Pro forma
                                                  as Reported       as Reported            Combined
                                                 -----------------------------------------------------
<S> <C>

Advertising                                       9,119,000           162,000              9,281,000
Other expenses                                   14,375,000         5,117,000             19,492,000
                                                 -----------------------------------------------------

TOTAL OTHER EXPENSES                             49,201,000        13,966,000             63,167,000
                                                 -----------------------------------------------------
INCOME BEFORE INCOME TAXES                       10,062,000        11,164,000             21,226,000
INCOME TAXES                                      3,650,000         3,840,000              7,490,000
                                                 =====================================================
NET INCOME                                      $ 6,412,000       $ 7,324,000            $13,736,000
                                                 =====================================================

Basic earnings per common share                 $      0.97       $      0.80            $      0.82
Diluted earnings per common share               $      0.96       $      0.80            $      0.81
Average common shares outstanding:
   Basic                                          6,589,000         9,155,000             16,760,000
   Diluted                                        6,640,000         9,204,000             16,866,000



</TABLE>

<PAGE>






Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.
For the Six Months Ended June 30, 1997

<TABLE>
<CAPTION>




                                            City Holding    Horizon Bancorp           Pro forma
                                            as Reported      as Reported               Combined
                                          --------------------------------------------------------
<S> <C>
INTEREST INCOME
Interest and fees on loans                $40,563,000      $33,936,000                $74,499,000
Interest on investment
securities:
   Taxable                                  4,456,000        4,804,000                  9,260,000
   Tax-exempt                                 974,000        1,581,000                  2,555,000
Other interest income                          59,000          707,000                    766,000
                                          --------------------------------------------------------
TOTAL INTEREST INCOME                      46,052,000       41,028,000                 87,080,000

INTEREST EXPENSE
Interest on deposits                       15,851,000       16,885,000                 32,736,000
Interest on short-term
borrowings                                  3,479,000        1,086,000                  4,565,000
Interest on long-term debt                  1,252,000                0                  1,252,000
                                          --------------------------------------------------------
TOTAL INTEREST EXPENSE                     20,582,000       17,971,000                 38,553,000

                                          --------------------------------------------------------
NET INTEREST INCOME                        25,470,000       23,057,000                 48,527,000
PROVISION FOR POSSIBLE LOAN LOSSES            938,000        1,266,000                  2,204,000
                                          --------------------------------------------------------

NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN LOSSES                       24,532,000       21,791,000                 46,323,000

OTHER INCOME
Investment securities gains                    11,000          (22,000)                   (11,000)
Service charges                             2,086,000        2,149,000                  4,235,000
Mortgage loan servicing fees                5,352,000                0                  5,352,000
Net origination fees on junior lien
mortgages                                           0                0                          0
Gain on sale of loans                               0                0                          0
Other income                                2,560,000        1,212,000                  3,772,000
                                          --------------------------------------------------------
TOTAL OTHER INCOME                         10,009,000        3,339,000                 13,348,000



</TABLE>


<PAGE>




Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.
For the Six Months Ended June 30, 1997


<TABLE>
<CAPTION>



                                      City Holding      Horizon Bancorp             Pro forma
                                       as Reported        as Reported                Combined
                                       ----------------------------------------------------------
<S> <C>
OTHER EXPENSES
Salaries and employee
benefits                               13,991,000            6,470,000                 20,461,000
Occupancy, excluding
depreciation                            1,745,000              853,000                  2,598,000
Depreciation                            2,261,000            1,364,000                  3,625,000
Advertising                               700,000              162,000                    862,000
Other expenses                          6,495,000            5,117,000                 11,612,000
                                       ----------------------------------------------------------
TOTAL OTHER EXPENSES                   25,192,000           13,966,000                 39,158,000
                                       ----------------------------------------------------------
INCOME BEFORE INCOME TAXES              9,349,000           11,164,000                 20,513,000
INCOME TAXES                            3,345,000            3,840,000                  7,185,000
                                       ==========================================================
NET INCOME                             $6,004,000          $ 7,324,000                $13,328,000
                                       ==========================================================

Basic earnings per common share        $     0.99          $      0.80                $      0.80
Diluted earnings per common share      $     0.99          $      0.80                $      0.79
Average common shares outstanding:
   Basic                                6,069,000            9,155,000                 16,760,000
   Diluted                              6,080,000            9,204,000                 16,866,000



</TABLE>

<PAGE>





Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.
For the Year Ended December 31, 1997

<TABLE>
<CAPTION>




                                        City Holding        Horizon Bancorp         Pro forma
                                        as Reported           as Reported            Combined
                                        -------------------------------------------------------
<S> <C>
INTEREST INCOME
Interest and fees on loans             $85,844,000           $61,916,000           $147,760,000
Interest on investment
securities:
   Taxable                               9,005,000            10,835,000             19,840,000
   Tax-exempt                            1,877,000             3,200,000              5,077,000
Other interest income                       70,000               419,000                489,000
                                        -------------------------------------------------------
TOTAL INTEREST INCOME                   96,796,000            76,370,000            173,166,000

INTEREST EXPENSE
Interest on deposits                    33,117,000            29,969,000             63,086,000
Interest on short-term borrowings        8,546,000             1,352,000              9,898,000
Interest on long-term debt               3,028,000                                    3,028,000
                                        -------------------------------------------------------
TOTAL INTEREST EXPENSE                  44,691,000            31,321,000             76,012,000

                                        -------------------------------------------------------
NET INTEREST INCOME                     52,105,000            45,049,000             97,154,000
PROVISION FOR POSSIBLE LOAN LOSSES       1,662,000             2,402,000              4,064,000
                                        -------------------------------------------------------

NET INTEREST INCOME AFTER
PROVISION FOR
POSSIBLE LOAN LOSSES                    50,443,000            42,647,000             93,090,000

OTHER INCOME
Investment securities gains                 26,000              (18,000)                  8,000
Service charges                          4,307,000             3,938,000              8,245,000
Mortgage loan servicing fees            11,933,000                     0             11,933,000
Gain on sale of loans                    4,392,000                     0              4,392,000
Other income                             6,058,000             1,977,000              8,035,000
                                        -------------------------------------------------------
TOTAL OTHER INCOME                      26,716,000             5,897,000             32,613,000

OTHER EXPENSES
Salaries and employee benefits          28,747,000            12,845,000             41,592,000
Occupancy, excluding depreciation        3,914,000             2,436,000              6,350,000




</TABLE>

<PAGE>
<PAGE>

Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.

For the Year Ended December 31, 1997

<TABLE>
<CAPTION>


                                                City Holding       Horizon Bancorp             Pro forma
                                                as Reported          as Reported                Combined
                                             -----------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Depreciation                                      4,837,000            1,760,000               6,597,000
Advertising                                       4,402,000              533,000               4,935,000
Other expenses                                   15,770,000            9,655,000              25,425,000
                                             -----------------------------------------------------------
TOTAL OTHER EXPENSES                             57,670,000           27,229,000              84,899,000
                                             -----------------------------------------------------------
INCOME BEFORE INCOME TAXES                       19,489,000           21,315,000              40,804,000
INCOME TAXES                                      7,025,000            7,488,000              14,513,000
                                             ===========================================================
NET INCOME                                      $12,464,000          $13,827,000             $26,291,000
                                             ===========================================================

Basic earnings per common share                 $      2.03          $      1.49             $      1.60
Diluted earnings per common share               $      2.02          $      1.49             $      1.60

Average common shares outstanding:
   Basic                                          6,147,000            9,254,000              16,428,000
   Diluted                                        6,166,000            9,278,000              16,474,000

</TABLE>

<PAGE>


Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.

For the Year Ended December 31, 1996

<TABLE>
<CAPTION>

                                                City Holding       Horizon Bancorp             Pro forma
                                                as Reported          as Reported                Combined
                                              ----------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

INTEREST INCOME
Interest and fees on loans                      $75,888,000          $57,577,000            $133,465,000
Interest on investment securities:
   Taxable                                        8,139,000           12,579,000              20,718,000
   Tax-exempt                                     2,012,000            2,673,000               4,685,000
Other interest income                                30,000              810,000                 840,000
                                              ----------------------------------------------------------
TOTAL INTEREST INCOME                            86,069,000           73,639,000             159,708,000

INTEREST EXPENSE
Interest on deposits                             29,238,000           28,424,000              57,662,000
Interest on short-term borrowings                 8,138,000              846,000               8,984,000
Interest on long-term debt                        1,688,000                    0               1,688,000
                                              ----------------------------------------------------------
TOTAL INTEREST EXPENSE                           39,064,000           29,270,000              68,334,000

                                              ----------------------------------------------------------
NET INTEREST INCOME                              47,005,000           44,369,000              91,374,000
PROVISION FOR POSSIBLE LOAN LOSSES                1,678,000            3,334,000               5,012,000
                                              ----------------------------------------------------------

NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN LOSSES                             45,327,000           41,035,000              86,362,000

OTHER INCOME
Investment securities gains                          87,000             (79,000)                   8,000
Service charges                                   3,700,000            3,432,000               7,132,000
Mortgage loan servicing fees                      2,958,000                    0               2,958,000
Gain on sale of loans                             1,260,000                    0               1,260,000
Other income                                      3,118,000            1,997,000               5,115,000
                                              ----------------------------------------------------------
TOTAL OTHER INCOME                               11,123,000            5,350,000              16,473,000

OTHER EXPENSES
Salaries and employee benefits                   21,593,000           12,878,000              34,471,000
Occupancy, excluding depreciation                 2,736,000            2,099,000               4,835,000
Depreciation                                      3,466,000            1,525,000               4,991,000
Advertising                                         914,000              585,000               1,499,000
Other expenses                                   12,273,000           11,997,000              24,270,000
                                              ----------------------------------------------------------
TOTAL OTHER EXPENSES                             40,982,000           29,084,000              70,066,000
                                              ----------------------------------------------------------
</TABLE>

<PAGE>

Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.

For the Year Ended December 31, 1996

<TABLE>
<CAPTION>

                                                City Holding       Horizon Bancorp             Pro forma
                                                as Reported          as Reported                Combined
                                              ----------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

INCOME BEFORE INCOME TAXES                       15,468,000           17,301,000              32,769,000
INCOME TAXES                                      5,338,000            6,150,000              11,488,000
                                              ----------------------------------------------------------
NET INCOME                                      $10,130,000          $11,151,000             $21,281,000
                                              ==========================================================

Basic earnings per common share                 $      1.81          $      1.20             $      1.34
Diluted earnings per common share               $      1.81          $      1.20             $      1.34
Average common shares outstanding:
   Basic                                          5,586,000            9,296,000              15,914,000
   Diluted                                        5,587,000            9,308,000              15,928,000
</TABLE>

<PAGE>




Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.

For the Year Ended December 31, 1995

<TABLE>
<CAPTION>



                                                        City Holding        Horizon Bancorp            Pro forma
                                                        as Reported           as Reported              Combined
                                                    -------------------------------------------------------------------

<S>     <C>

INTEREST INCOME
Interest and fees on loans                               $61,124,000            $54,921,000           $116,045,000
Interest on investment securities:
   Taxable                                                11,612,000             12,185,000             23,797,000
   Tax-exempt                                              2,300,000              2,355,000              4,655,000
Other interest income                                         89,000              1,157,000              1,246,000
                                                    -------------------------------------------------------------------
TOTAL INTEREST INCOME                                     75,125,000             70,618,000            145,743,000

INTEREST EXPENSE
Interest on deposits                                      27,149,000             26,869,000             54,018,000
Interest on short-term borrowings                          5,675,000                731,000              6,406,000
Interest on long-term debt                                   756,000                      0                756,000
                                                    -------------------------------------------------------------------
TOTAL INTEREST EXPENSE                                    33,580,000             27,600,000             61,180,000

                                                    -------------------------------------------------------------------
NET INTEREST INCOME                                       41,545,000             43,018,000             84,563,000
PROVISION FOR POSSIBLE LOAN LOSSES                         1,104,000              2,505,000              3,609,000
                                                    -------------------------------------------------------------------

NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE
LOAN LOSSES                                               40,441,000             40,513,000             80,954,000

OTHER INCOME
Investment securities gains                                    2,000               (131,000)              (129,000)
Service charges                                            3,347,000              3,256,000              6,603,000
Mortgage loan servicing fees                                 350,000                      0                350,000
Gain on sale of loans                                        581,000                      0                581,000
Other income                                               2,066,000              1,872,000              3,938,000
                                                    -------------------------------------------------------------------
TOTAL OTHER INCOME                                         6,346,000              4,997,000             11,343,000

OTHER EXPENSES
Salaries and employee benefits                            17,815,000             12,567,000             30,382,000
Occupancy, excluding depreciation                          2,555,000              2,180,000              4,735,000
Depreciation                                               2,534,000              1,642,000              4,176,000
Advertising                                                  889,000                758,000              1,647,000
Other expenses                                            10,094,000             10,874,000             20,968,000
TOTAL OTHER EXPENSES                                      33,887,000             28,021,000             61,908,000
                                                    -------------------------------------------------------------------

</TABLE>


<PAGE>




Pro Forma Statement of Income - City Holding Company and Horizon Bancorp, Inc.

For the Year Ended December 31, 1995

<TABLE>
<CAPTION>



                                                        City Holding          Horizon Bancorp       Pro forma
                                                        as Reported             as Reported          Combined
                                                    ---------------------------------------------------------

<S> <C>

INCOME BEFORE INCOME TAXES                                    12,900,000       17,489,000           30,389,000
INCOME TAXES                                                   4,182,000        6,007,000           10,189,000
                                                    ----------------------------------------------------------
NET INCOME                                                   $ 8,718,000      $11,482,000          $20,200,000
                                                    ==========================================================

Basic earnings per common share                              $      1.55      $      1.23          $      1.26
Diluted earnings per common share                            $      1.55      $      1.23          $      1.26
Average common shares outstanding:
   Basic                                                       5,642,000        9,298,000           15,972,000
   Diluted                                                     5,642,000        9,301,000           15,975,000

</TABLE>

<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS



Item 20.  Indemnification of Officers and Directors

      Section 31-1-9 of the West Virginia Corporation Act provides in part that
each West Virginia corporation shall have power to indemnify any director,
officer, employee or agent or former director, officer, employee or agent
against expenses actually and reasonably incurred by him in connection with the
defense of any claim, action, suit or proceeding against him by reason of being
or having been such director, officer, employee or agent other than an action by
or in the right of the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation. With respect to an action by or in the right of the corporation the
director, officer, employee or agent or former director, officer, employee or
agent may be indemnified if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, except
in relation to matters as to which he shall be finally adjudged in such action,
suit or proceeding against him by reason of being or having been such director,
officer, employee or agent to be liable for negligence or misconduct in the
performance of duty; and to make any other or further indemnity to any such
persons that may be authorized by the articles of incorporation or any by-law
made by the stockholders or any resolution adopted, before or after the event,
by the stockholders. The By-laws of City Holding contain provisions pursuant to
the foregoing section of the West Virginia Corporation Act indemnifying the
directors, officers, employees and agents of City Holding in certain cases
against expenses and liabilities under judgments and reimbursements of amounts
paid in settlement.

      City Holding has purchased directors and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (l) the
directors and officers of City Holding against certain losses, to the extent
such losses are not indemnified by City Holding, and (2) City Holding, to the
extent it indemnifies such directors and officers for losses as permitted under
the laws of West Virginia.



Item 21.  Exhibits and Financial Statement Schedules

Exhibit
- ---------
 4.1       Junior Subordinated Indenture of City Holding Company, with The
           Chase Manhattan Bank, as Trustee, relating to the Junior
           Subordinated Debentures
 4.2       Form of Certificate of Junior Subordinated Debenture (included in
           Exhibit 4.1)
 4.3       Certificate of Trust of City Holding Capital Trust
 4.4       Amended and Restated Trust Agreement for City Holding Capital Trust
 4.5       Form of Exchange Capital Security Certificate for City Holding
           Capital Trust (included as Exhibit D to Exhibit 4.4)
 4.6       Form of Guarantee of City Holding Company relating to the Capital
           Securities
 4.7       Registration Rights Agreement
 5.1       Opinion and consent of Hunton & Williams to City Holding Company as
           to validity of the Exchange Debentures and the Guarantee to be
           issued by City Holding Company
 5.2       Opinion of Richards, Layton & Finger, P.A., special Delaware counsel,
           as to validity of the Exchange Capital Securities to be
           issued by City Holding Capital Trust
 8         Opinion of Hunton & Williams as to certain federal income tax
           matters
 12        Computation of ratio of earnings to fixed charges
 23.1      Consent of Ernst & Young LLP
 23.2      Consent of Hunton & Williams (included in Exhibit 5.1)

<PAGE>

 23.3      Consent of Richards, Layton & Finger, P.A. (including in Exhibit
           5.2)
 23.4      Consent of Ernst & Young LLP
 24        Power of Attorney of certain officers and directors of City Holding
           Company (included on Signature Page)
 25.1      Form T-1 Statement of Eligibility of The Chase Manhattan Bank to
           act as trustee as to the Capital Securities
 25.2      Form T-1 Statement of Eligibility of The Chase Manhattan Bank to
           act as trustee as to the Junior Subordinated Debentures
 25.3      Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act
           as trustee as to the Guarantee for the benefit of the holders
           of Exchange Capital Securities of City Holding Capital Trust
 99.1      Form Letter of Transmittal
 99.2      Form of Notice of Guaranteed Delivery
 99.3      Form of Exchange Agent Agreement



Item 22.  Undertakings

       (a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

       (b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against the public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against liabilities (other than the payment of the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

       (c) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first-class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

       (d) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.



<PAGE>




                           SIGNATURE OF REGISTRANT

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charleston, State of West
Virginia, on August 28, 1998.

                                          CITY HOLDING COMPANY
                                          (Registrant)



                                          By:   /s/ Steven J. Day
                                             --------------------------------
                                                Steven J. Day
                                                President/Director
                                                (Principal Executive Officer)

                              POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on August 28, 1998. Each of
the directors and/or officers of City Holding Company whose signature appears
below hereby appoints Steven J. Day and Robert A. Henson, and each of them
severally, as his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below and to file with the Commission, any and all
amendments to this Registration Statement, as appropriate, and generally to do
all such things in their behalf in their capacities as officers and directors to
enable the Registrant to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.



/s/ Robert A. Henson                       /s/ Michael D. Dean
- -------------------------------------      ------------------------------------
Robert A. Henson                           Michael D. Dean
Chief Financial Officer                    Senior Vice President - Finance
(Principal Financial Officer)              (Principal Accounting Officer)


/s/ Samuel M. Bowling
- -------------------------------------      ------------------------------------
Samuel M. Bowling                          C. Scott Briers
Director                                   Director


                                           /s/ Steven J. Day
- -------------------------------------      -------------------------------------
Dr. D. K. Cales                            Steven J. Day
Director                                   Director/President


/s/ Robert D. Fisher                       /s/ Jack E. Fruth
- -------------------------------------      -------------------------------------
Robert D. Fisher                           Jack E. Fruth
Director                                   Director


<PAGE>




/s/ Jay Goldman
- -------------------------------------      -------------------------------------
Jay Goldman                                Carlin K. Harmon
Director                                   Director/Executive Vice President


                                           /s/ Bob F. Richmond
- -------------------------------------      -------------------------------------
C. Dallas Kayser                           Bob F. Richmond
Director                                   Director

/s/ Otis L. O'Connor
- -------------------------------------      -------------------------------------
Otis L. O'Connor                           Van R. Thorn
Director                                   Director/President

- -------------------------------------      -------------------------------------
Mark H. Schaul                             Hugh R. Clonch
Director                                   Director


/s/ William M. Frazier                     /s/ Leon K. Oxley
- -------------------------------------      -------------------------------------
William M. Frazier                         Leon K. Oxley
Director                                   Director





<PAGE>







                              POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, City Holding
Capital Trust certifies that it has reasonable grounds to believe that it meets
all the requirements for filing this Registration Statement and has duly caused
this Registration Statement to be signed by the following persons thereunto duly
authorized in the City of Charleston, State of West Virginia, in the capacities
indicated on August 28, 1998. Each of the administrators of City Holding Capital
Trust whose signature appears below hereby appoints Steven J. Day and Robert A.
Henson, and each of them severally, as his attorney-in-fact to sign in his name
and behalf, in any and all capacities stated below and to file with the
Commission, any and all amendments to this Registration Statement, as
appropriate, and generally to do all such things in their behalf in their
capacities as administrators to enable City Holding Capital Trust to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

                                          CITY HOLDING CAPITAL TRUST


                                          By:   /s/ Robert A. Henson
                                             -----------------------
                                                Robert A. Henson
                                                 as Administrator


                                          By:   /s/ Michael D. Dean
                                             -----------------------
                                                Michael D. Dean
                                                 as Administrator





<PAGE>




                                EXHIBIT INDEX

Exhibit    Description
- -------    -----------
 4.1       Indenture of City Holding Company, with The Chase Manhattan Bank,
           as Trustee, relating to the Junior Subordinated Debentures
 4.2       Form of Certificate of Junior Subordinated Debenture (included in
           Exhibit 4.1)
 4.3       Certificate of Trust of City Holding Capital Trust
 4.4       Amended and Restated Trust Agreement for City Holding Capital Trust
 4.5       Form of Exchange Capital Security Certificate for City Holding
           Capital Trust (included as Exhibit D to Exhibit 4.4)
 4.6       Form of Guarantee of City Holding Company relating to the Capital
           Securities
 4.7       Registration Rights Agreement
 5.1       Opinion and consent of Hunton & Williams to City Holding Company as
           to validity of the Exchange Debentures and the Guarantee to be
           issued by City Holding Company
 5.2       Opinion of Richards, Layton & Finger, P.A., special Delaware counsel,
           as to validity of the Exchange Capital Securities to be
           issued by City Holding Capital Trust
 8         Opinion of Hunton & Williams as to certain federal income tax
           matters
 12        Computation of ratio of earnings to fixed charges
 23.1      Consent of Ernst & Young LLP
 23.2      Consent of Hunton & Williams (included in Exhibit 5.1)
 23.3      Consent of Richards, Layton & Finger, P.A. (including in Exhibit
           5.2)
 23.4      Consent of Ernst & Young LLP
 24        Power of Attorney of certain officers and directors of City Holding
           Company (included on Signature Page)
 25.1      Form T-1 Statement of Eligibility of The Chase Manhattan Bank to
           act as trustee as to the Capital Securities
 25.2      Form T-1 Statement of Eligibility of The Chase Manhattan Bank to
           act as trustee as to the Junior Subordinated Debentures
 25.3      Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act
           as trustee as to the Guarantee for the benefit of the holders
           of Exchange Capital Securities of City Holding Capital Trust
 99.1      Form Letter of Transmittal
 99.2      Form of Notice of Guaranteed Delivery
 99.3      Form of Exchange Agent Agreement





                          JUNIOR SUBORDINATED INDENTURE


                                     Between



                              CITY HOLDING COMPANY

                                       and


                            THE CHASE MANHATTAN BANK
                                  (as Trustee)


                                   dated as of



                                 March 31, 1998






<PAGE>







                           CITY HOLDING CAPITAL TRUST

       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

<PAGE>

              (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.

                                      
<PAGE>













                                   
                                TABLE OF CONTENTS


                                                                      Page

ARTICLE I         DEFINITIONS AND OTHER PROVISIONS OF
                  GENERAL APPLICATION...............................   1
SECTION 1.1.      Definitions.......................................   1
SECTION 1.2.      Compliance Certificate and Opinions...............  12
SECTION 1.3.      Forms of Documents Delivered to
                  Trustee...........................................  13
SECTION 1.4.      Acts of Holders...................................  13
SECTION 1.5.      Notices, Etc. to Trustee and Company..............  16
SECTION 1.6.      Notice to Holders; Waiver.........................  16
SECTION 1.7.      Conflict with Trust Indenture Act.................  16
SECTION 1.8.      Effect of Headings and Table of
                  Contents..........................................  17
SECTION 1.9.      Successors and Assigns............................  17
SECTION 1.10.     Separability Clause...............................  17
SECTION 1.11.     Benefits of Indenture.............................  17
SECTION 1.12.     Governing Law.....................................  17
SECTION 1.13.     Non-Business Days.................................  18

ARTICLE II        SECURITY FORMS....................................  18
SECTION 2.1.      Forms Generally...................................  18
SECTION 2.2.      Form of Face of Security..........................  19
SECTION 2.3.      Form of Reverse of Security.......................  23
SECTION 2.4.      Additional Provisions Required in
                  Global Security...................................  29
SECTION 2.5.      Form of Trustee's Certificate
                  of Authentication.................................  29

ARTICLE III       THE SECURITIES....................................  30
SECTION 3.1.      Title and Terms...................................  30
SECTION 3.2.      Denominations.....................................  33
SECTION 3.3.      Execution, Authentication, Delivery
                  and Dating........................................  33
SECTION 3.4.      Temporary Securities..............................  35
SECTION 3.5.      Global Securities.................................  35
SECTION 3.6.      Registration, Transfer and Exchange
                  Generally; Certain Transfers and
                  Exchanges; Securities Act Legends.................  36
SECTION 3.7.      Mutilated, Lost and Stolen Securities.............  40
SECTION 3.8.      Payment of Interest and Additional
                  Interest; Interest Rights Preserved...............  41

<PAGE>

SECTION 3.9.      Persons Deemed Owners.............................  43
SECTION 3.10.     Cancellation......................................  43
SECTION 3.11.     Computation of Interest...........................  43
SECTION 3.12.     Deferrals of Interest Payment Dates...............  44
SECTION 3.13.     Right of Set-Off..................................  45
SECTION 3.14.    Agreed Tax Treatment..............................  45
SECTION 3.15.     Shortening or Extension of Stated
                  Maturity..........................................  45
SECTION 3.16.     CUSIP Numbers.....................................  46

ARTICLE IV        SATISFACTION AND DISCHARGE........................  46
SECTION 4.1.      Satisfaction and Discharge of Indenture...........  46
SECTION 4.2.      Application of Trust Money........................  47

ARTICLE V         REMEDIES..........................................  48
SECTION 5.1.      Events of Default.................................  48
SECTION 5.2.      Acceleration of Maturity; Rescission
                  and Annulment.....................................  49
SECTION 5.3.      Collection of Indebtedness and Suits
                  for Enforcement by Trustee........................  51
SECTION 5.4.      Trustee May File Proofs of Claim..................  51
SECTION 5.5.      Trustee May Enforce Claim Without
                  Possession of Securities..........................  52
SECTION 5.6.      Application of Money Collected....................  52
SECTION 5.7.      Limitation on Suits...............................  53
SECTION 5.8.      Unconditional Right of Holders to
                  Receive Principal, Premium and
                  Interest; Direct Action by Holders
                  of Capital Securities.............................  54
SECTION 5.9.      Restoration of Rights and Remedies................  54
SECTION 5.10.     Rights and Remedies Cumulative....................  54
SECTION 5.11.     Delay or Omission Not Waiver......................  55
SECTION 5.12.     Control by Holders................................  55
SECTION 5.13.     Waiver of Past Defaults...........................  55
SECTION 5.14.     Undertaking for Costs.............................  56
SECTION 5.15.     Waiver of Usury, Stay or Extension Laws...........  57

                                      
<PAGE>



ARTICLE VI        THE TRUSTEE.......................................  57
SECTION 6.1.      Certain Duties and Responsibilities...............  57
SECTION 6.2.      Notice of Defaults................................  58
SECTION 6.3.      Certain Rights of Trustee.........................  58
SECTION 6.4.      Not Responsible for Recitals or
                  Issuance of Securities............................  59
SECTION 6.5.      May Hold Securities...............................  60
SECTION 6.6.      Money Held in Trust...............................  60
SECTION 6.7.      Compensation and Reimbursements...................  60
SECTION 6.8.      Disqualification; Conflicting
                  Interests.........................................  61
SECTION 6.9.      Corporate Trustee Required;
                  Eligibility.......................................  61
SECTION 6.10.     Resignation and Removal; Appointment
                  of Successor......................................  62
SECTION 6.11.     Acceptance of Appointment by
                  Successor.........................................  64
SECTION 6.12.    Merger, Conversion, Consolidation or
                  Succession to Business............................  65
SECTION 6.13.     Preferential Collection of Claims
                  Against Company...................................  65
SECTION 6.14.     Appointment of Authenticating Agent...............  65

ARTICLE VII       HOLDER'S LISTS AND REPORTS BY TRUSTEE,
                  PAYING AGENT AND COMPANY..........................  67
SECTION 7.1.      Company to Furnish Trustee Names and
                  Addresses of Holders..............................  67
SECTION 7.2.      Preservation of Information;
                  Communications to Holders.........................  67
SECTION 7.3.      Reports by Trustee and Paying Agent...............  68
SECTION 7.4.      Reports by Company................................  68

ARTICLE VIII      CONSOLIDATION, MERGER, CONVEYANCE,
                  TRANSFER OR LEASE.................................  69
SECTION 8.1.      Company May Consolidate, Etc., Only
                  on Certain Terms..................................  69
SECTION 8.2.      Successor Company Substituted.....................  70

ARTICLE IX        SUPPLEMENTAL INDENTURES...........................  70
SECTION 9.1.      Supplemental Indentures Without Consent
                  of Holders........................................  71

                                      
<PAGE>

SECTION 9.2.      Supplemental Indentures with Consent
                  of Holders........................................  72
SECTION 9.3.      Execution of Supplemental Indentures..............  73
SECTION 9.4.      Effect of Supplemental Indentures.................  74
SECTION 9.5.      Conformity with Trust Indenture Act...............  74
SECTION 9.6.      Reference in Securities to
                  Supplemental Indentures...........................  74

ARTICLE X         COVENANTS.........................................  74
SECTION 10.1.     Payment of Principal, Premium and
                  Interest..........................................  74
SECTION 10.2.     Maintenance of Office or Agency...................  75
SECTION 10.3.     Money for Security Payments to be
                  Held in Trust.....................................  75
SECTION 10.4.     Statement as to Compliance........................  77
SECTION 10.5.     Waiver of Certain Covenants.......................  77
SECTION 10.6.     Additional Sums...................................  77
SECTION 10.7.     Additional Covenants..............................  78
SECTION 10.8.     Furnishing Annual Information.....................  79

ARTICLE XI        REDEMPTION OF SECURITIES..........................  79
SECTION 11.1.     Applicability of This Article.....................  79
SECTION 11.2      Election to Redeem; Notice of Trustee.............  80
SECTION 11.3.     Selection of Securities to be Redeemed............  80
SECTION 11.4.     Notice of Redemption..............................  80
SECTION 11.5.    Deposit of Redemption Price.......................  82
SECTION 11.6.     Payment of Securities Called for
                  Redemption........................................  82
SECTION 11.7.     Right of Redemption of Securities
                  Initially Issued to an Issuer Trust...............  82

ARTICLE XII       SINKING FUNDS.....................................  83

ARTICLE XIII      SUBORDINATION OF SECURITIES.......................  83
SECTION 13.1.     Securities Subordinate to Senior
                  Indebtedness......................................  83
SECTION 13.2.     No Payment When Senior Indebtedness
                  in Default; Payment Over of Proceeds
                  Upon Dissolution, Etc.............................  83
SECTION 13.3.     Payment Permitted If No Default...................  85
SECTION 13.4.     Subrogation to Rights of Holders of
                  Senior Indebtedness...............................  85

                                      
<PAGE>

SECTION 13.5.     Provisions Solely to Define Relative
                  Rights............................................  86
SECTION 13.6.     Trustee to Effectuate Subordination...............  86
SECTION 13.7.     No Waiver of Subordination Provisions.............  87
SECTION 13.8.     Notice to Trustee.................................  87
SECTION 13.9.     Reliance on Judicial Order or
                  Certificate of Liquidating Agent..................  88
SECTION 13.10.    Trustee Not Fiduciary for Holders of
                  Senior Indebtedness...............................  88
SECTION 13.11.    Rights of Trustee as Holder of Senior
                  Indebtedness; Preservation of
                  Trustee's Rights..................................  88
SECTION 13.12.    Article Applicable to Paying Agents...............  89
SECTION 13.13.    Certain Conversions or Exchanges
                  Deemed Payment....................................  89

ANNEX A           FORM OF RESTRICTED SECURITIES
                  CERTIFICATE


                                      

<PAGE>



                                    

                          JUNIOR SUBORDINATED INDENTURE


      THIS JUNIOR SUBORDINATED INDENTURE, dated as of March 31,1998, is between
CITY HOLDING COMPANY, a West Virginia bank holding company (the "COMPANY"),
having its principal office at 25 Gatewater Road, Cross Lanes, West Virginia
25313, and THE CHASE MANHATTAN BANK, as Trustee, having its principal corporate
trust office at 450 West 33rd Street, 15th Floor, New York, New York 10001 (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 debt securities in series (hereinafter called the
"SECURITIES") of substantially the tenor hereinafter provided, including
Securities issued to evidence loans made to the Company from the proceeds from
the issuance from time to time by one or more business trusts (each an "ISSUER
TRUST") of undivided preferred beneficial interests in the assets of such Issuer
Trusts (the "CAPITAL SECURITIES") and 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:

<PAGE>

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

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

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

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

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

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

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

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

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

      "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.

                                      
<PAGE>

      "AGENT MEMBER" means any member of, or participant in, the Depositary.

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

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

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

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

      "BUSINESS DAY" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York, New York, or the City
of Charleston, West Virginia, 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 of such Capital Securities as "Tier 1 Capital"
(or the then equivalent thereof) for purposes of the risk-based capital adequacy
guidelines of the Board of Governors of the Federal Reserve System, as then in
effect and applicable to the Company.

                                     
<PAGE>

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

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

      "COMMON STOCK" means the common stock, $2.50 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, or its Secretary or an Assistant Secretary,
and delivered to the Trustee.

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

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

      "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.

                                     
<PAGE>

      "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 or business trust.

      "EVENT OF DEFAULT," unless otherwise specified in the supplemental
indenture or specified in or pursuant to the Board Resolution creating a series
of Securities, has the meaning specified in Article V.

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

      "EXCHANGE SECURITIES" means a new series of Securities issued by the
Company in a mandatory exchange offer for the Private Securities, such exchange
offer being registered under the Securities Act.

      "EXPIRATION DATE" has the meaning specified in Section 1.4(f).

      "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.

                                      
<PAGE>

      "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
statute successor thereto, in each case as amended from time to time.

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

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

      "LIQUIDATION AMOUNT" shall have the meaning assigned in the applicable
related Trust Agreement.

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

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

      "OFFICERS' CERTIFICATE" means a certificate signed by the Chief Executive
Officer, the President or a Vice President, and by the Chief Financial Officer,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the party provided herein. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 10.4) shall
include:

                                     
<PAGE>

      (a) a statement by each officer signing the Officers' Certificate that
such officer has read the covenant or condition and the definitions relating
thereto;

      (b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officers' Certificate;

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

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

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

      "ORIGINAL ISSUE DATE" means the date of issuance specified as such in a
Security or, if not so specified, the date of original issuance of such Security
(including any Predecessor Security).

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

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

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

      (iii) Securities in substitution for or in lieu of which other Securities
have been authenticated and delivered or that have been paid pursuant to Section
3.7, unless proof satisfactory to the Trustee is presented that any such
Securities are held by Holders in whose hands such Securities are valid, binding
and legal obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor (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, such
Issuer Trust), and, subject to the provisions of Section 6.1, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

                                      

<PAGE>

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

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

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

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

      "PRINCIPAL SUBSIDIARY BANK" means each of (i) City National Bank of
Charleston, a national banking association, (ii) any other banking subsidiary of
the Company the consolidated assets of which constitute 20% or more of the
consolidated assets of the Company and its consolidated subsidiaries, (iii) any
other 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 (iv) any banking 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
(i), (ii) or (iii), and in the case of clause (i), (ii), (iii) or (iv) their
respective successors (whether by consolidation, merger, conversion, transfer of
substantially all their assets and business or otherwise) so long as any such
successor is a banking subsidiary (in the case of clause (i), (ii) or (iii) or a
subsidiary (in the case of clause (iv))) of the Company.

                                     

<PAGE>

      "PRIVATE SECURITY" means a Restricted Security.

      "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 fifteenth 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, vice president, assistant vice president, assistant treasurer,
assistant secretary, trust officer, senior trust officer 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.

                                      

<PAGE>

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

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

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

      "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 3.6(a).

      "SENIOR INDEBTEDNESS" means, whether recourse is to all or a portion of
the assets of the Company and whether or not contingent: (i) every obligation of
the Company for money borrowed; (ii) every obligation of the Company evidenced
by bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of the
Company; (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of the Company; (vi) every obligation of the Company
for claims (as defined in Section 101(4) of the 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 (vii)
every obligation of the type referred to in clauses (i) through (vi) of another
Person the payment of which the Company has guaranteed or is responsible or
liable, directly or indirectly, as obligor or otherwise; without limiting the
generality of the foregoing, Senior Indebtedness shall include the Company's
$35,000,000 revolving creidt loan with SunTrust Bank, Nashville N.A. "Senior
Indebtedness" shall not include (i) any obligations which, by their terms, are
expressly stated to rank PARI PASSU in right of payment with, or to not be
superior in right of payment to, the Junior Subordinated Debentures, (ii) any
Senior Indebtedness 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, (iii) any indebtedness of the
Company to any of its subsidiaries, (iv) indebtedness to any executive officer
or director of the Company, or (v) any indebtedness in respect of debt
securities issued to any trust, or a trustee of such trust, partnership or other
entity affiliated with the Company that is a financing entity of the Company in
connection with the issuance of such financing entity of securities that are
similar to the Capital Securities.

                                      

<PAGE>

      "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
(as defined in the relevant Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official or administrative pronouncement or action or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Capital Securities of such Issuer Trust,
there is more than an insubstantial risk that (i) such Issuer Trust is, or will
be within 90 days of the delivery of such Opinion of Counsel, subject to United
States Federal income tax with respect to income received or accrued on the
corresponding series of Securities issued by the Company to such Issuer Trust,
(ii) interest payable by the Company on such corresponding series of Securities
is not, or within 90 days of the delivery of such Opinion of Counsel will not
be, deductible by the Company, in whole or in part, for United States Federal
income tax purposes, or (iii) such Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to more than a DE MINIMIS
amount of other taxes, duties or other governmental charges.

                                      

<PAGE>

      "TRUST AGREEMENT" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust.

      "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 modified,
amended or supplemented 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:

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

                                      

<PAGE>

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

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

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

      SECTION 1.3.  FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

      SECTION 1.4.  ACTS OF HOLDERS.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments is or are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as 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.

                                      

<PAGE>

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

      (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 registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

      (f) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, PROVIDED that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date, PROVIDED that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
(as defined below) by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date 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 1.6.

                                      

<PAGE>

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

      With respect to any record date set pursuant to this Section, the party
hereto 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.

                                      

<PAGE>

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

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

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

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

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

      SECTION 1.6.  NOTICE TO HOLDERS; WAIVER.

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

      SECTION 1.7.  CONFLICT WITH TRUST INDENTURE ACT.

                                      

<PAGE>

      This Indenture is intended to be in conformity with the provisions of the
Trust Indenture Act that would be required to be part of this Indenture were
this Indenture to be qualified under the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the provision of the Trust
Indenture Act shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

      SECTION 1.8.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

      SECTION 1.9.  SUCCESSORS AND ASSIGNS.

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

      SECTION 1.10.  SEPARABILITY CLAUSE.

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

      SECTION 1.11.  BENEFITS OF INDENTURE.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Indebtedness, the Holders of the Securities and,
to the extent expressly provided in Sections 5.2, 5.8, 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.

                                      

<PAGE>

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

      SECTION 1.13.  NON-BUSINESS DAYS.

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



                                   ARTICLE II
                                 SECURITY FORMS

      SECTION 2.1.  FORMS GENERALLY.

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

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

                                      

<PAGE>

      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.

      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.

                              CITY HOLDING COMPANY
                               [Title of Security]

      [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 WHOM 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 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.]

                                      

<PAGE>

No.                                                    $

      CITY HOLDING COMPANY, a West Virginia bank holding company (hereinafter
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 A GLOBAL SECURITY, THEN INSERT, IF
APPLICABLE--, 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, OR the principal sum specified in the Schedule
annexed hereto] [; PROVIDED that the Company may (i) shorten the Stated Maturity
of the principal of this Security to a date not earlier than , and (ii) 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 INTEREST PAYMENT DATES] of each
year, commencing at the [variable rate equal to [INSERT APPLICABLE INTEREST RATE
FORMULA]] [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 [variable rate equal to [INSERT APPLICABLE INTEREST RATE
FORMULA]] [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 [ 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 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 upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

                                      

<PAGE>

      [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 (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 this Security (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit 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 shareholder 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
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
legally enforceable) at the [variable rate equal to [INSERT APPLICABLE INTEREST
RATE FORMULA]] [rate of ____%] per annum, compounded [monthly] [quarterly]
[semi-annually] 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 this Security is held by [INSERT
NAME OF APPLICABLE ISSUER TRUST], at least one Business Day prior to the earlier
of (i) the next succeeding date on which Distributions on the Capital Securities
of such Issuer Trust would be payable but for such deferral, and (ii) the 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.]

                                      

<PAGE>

      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 New York, New York, 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 (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register, or (ii) 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 Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the subordination so provided, and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

                                      
<PAGE>

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

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

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

CITY HOLDING COMPANY



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 March 31, 1998
(herein called the "INDENTURE"), between the Company and The Chase Manhattan
Bank, as Trustee (herein called the "TRUSTEE", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities,
and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [IF
APPLICABLE, INSERT--, limited in aggregate principal amount to $ ].

                                      

<PAGE>

      All terms used in this Security that are defined in the Indenture [IF
APPLICABLE, INSERT-- or in [insert name of trust agreement], dated as of
          (as modified, amended or supplemented from time to time the "TRUST
AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] (the "ISSUER TRUST")
among the Company, as Depositor, the Trustees named therein and the Holders from
time to time of the Trust Securities issued pursuant thereto] [IF APPLICABLE,
INSERT -- or in the Registration Rights Agreement, dated as of _________ (the
"Registration Rights Agreement"), among the Company, [INSERT NAME OF ISSUER
TRUST] and [INSERT NAME OF INITIAL PURCHASER]], shall have the meanings assigned
to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement [IF
APPLICABLE, INSERT -- or the Registration Rights Agreement], as the case may
be].

      [IF APPLICABLE, INSERT--The Company has the right to redeem this Security
(i) on or after _________, in whole at any time or in part from time to time, or
(ii) in whole (but not in part), at any time within 90 days following the
occurrence and during the continuation of a Tax Event, Investment Company Event,
or Capital Treatment Event, in each case at the Redemption Price described
below, and subject to possible regulatory approval.]

      [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 values of the principal amount hereof and premium, if any, payable
as part of the Redemption Price with respect to an optional redemption hereof 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 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).]

                                      

<PAGE>

      [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--Pursuant to the Registration Rights Agreement, in
the event that: (i) (A) neither the Exchange Offer Registration Statement nor a
Shelf Registration Statement is filed with the Commission on or prior to the
150th day after the Issue Date or (B) notwithstanding that the Company and the
Issuer Trust have consummated or will consummate an Exchange Offer, the Company
and the Issuer Trust are required to file a Shelf Registration Statement and
such Shelf Registration Statement is not filed on or prior to the date required
by the Registration Rights Agreement, then commencing on the day after the
applicable required filing date, liquidated damages shall accrue on the
principal amount of the Junior Subordinated Debentures and, if the Exchange
Offer has been consummated, the New Junior Subordinated Debentures, each at a
rate of ____% per annum; or (ii) (A) neither the Exchange Offer Registration
Statement nor a Shelf Registration Statement is declared effective by the
Commission on or prior to the _______ day after the Issue Date or (B)
notwithstanding that the Company and the Issuer Trust have consummated or will
consummate an Exchange Offer, the Company and the Issuer Trust are required to
file a Shelf Registration Statement and such Shelf Registration Statement is not
declared effective by the Commission on or prior to the _____ day after the date
such Shelf Registration Statement was required to be filed, then, commencing on
the _____ day after the Issue Date, liquidated damages shall accrue on the
principal amount of the Junior Subordinated Debentures and, if the Exchange
Offer has been consummated, the New Junior Subordinated Debentures, each at a
rate of ____% per annum; or (iii) (A) the Issuer Trust has not exchanged New
Capital Securities for all Capital Securities validly tendered for exchange by
their respective Holders or the Company has not exchanged the New Guarantee or
New Junior Subordinated Debentures for the Guarantee or Junior Subordinated
Debentures validly tendered, in accordance with the terms of the Exchange Offer
on or prior to the _____ day after the date on which the Exchange Offer
Registration Statement was declared effective or (B) if applicable, the Shelf
Registration Statement has been declared effective and such Shelf Registration
Statement ceases to be effective at any time prior to the expiration of the Rule
144(K) Period (other than after such time as all Capital Securities have been
disposed of thereunder or otherwise cease to be Registrable Securities), then
liquidated damages shall accrue on the principal amount of the Junior
Subordinated Debentures and, if the Exchange Offer has been consummated, the New
Junior Subordinated Debentures, each at a rate of ____% per annum commencing on
(x) the ____ day after such effective date, in the case of (A) above, or (y) the
day such Shelf Registration Statement ceases to be effective in the case of (B)
above; PROVIDED, HOWEVER, that the liquidated damages on the Junior Subordinated
Debentures and, if the Exchange Offer has been consummated, the New Junior
Subordinated Debentures, may not exceed in the aggregate ____% per annum;
provided, further, however, that (1) upon the filing of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of clause
(i) above), (2) upon the effectiveness of the Exchange Offer Registration
Statement or a Shelf Registration Statement (in the case of clause (ii) above),
or (3) upon the exchange of New Capital Securities, the New Guarantee and New
Junior Subordinated Debentures for all Capital Securities, the Guarantee and all
Junior Subordinated Debentures validly tendered (in the case of clause (iii)(A)
above), or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective (in the case of clause (iii)(B) above) liquidated
damages on the Junior Subordinated Debentures and, if the Exchange Offer has
been consummated, the New Junior Subordinated Debentures, shall cease to accrue
and accumulate.

                                      

<PAGE>

      Any amounts of liquidated damages due pursuant to the preceding paragraph,
will be payable in cash on the next succeeding Interest Payment Date to Holders
on the relevant Regular Record Date.]

      [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 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.

                                      
<PAGE>


      [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) [if applicable, insert--, 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) [IF APPLICABLE, INSERT--, 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 (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
this Security shall terminate.]

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

                                      

<PAGE>

      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 [$100,000 and any integral multiple of $1,000 in
excess thereof]. [IF APPLICABLE, INSERT -- Securities or portions thereof may be
transferred or exchanged only in principal amounts of not less than $100,000.
Any transfer, exchange or other disposition of Securities in contravention of
Section 3.6(b)(v) of the Indenture shall be deemed to be void and of no legal
effect whatsoever, any such transferee shall be deemed not to be the Holder or
owner of any beneficial interest in such Securities for any purpose, including
but not limited to the receipt of interest payable on such Securities, and such
transferee shall be deemed to have no interest whatsoever in such Securities.]
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

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

                                      

<PAGE>

      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.

      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: 
       -------------------
                                    THE CHASE MANHATTAN BANK,
                                    as Trustee


                                    By:  ________
                                         Authorized Officer

                                      

<PAGE>


                                   ARTICLE III
                                 THE SECURITIES

      SECTION 3.1.  TITLE AND TERMS.

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

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

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

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

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

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

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

                                      

<PAGE>

      (f) 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;

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

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

      (i) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $100,000 and any integral multiple of
$1,000 in excess thereof;

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

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

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

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

                                      

<PAGE>

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

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

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

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

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

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

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

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

                                      

<PAGE>

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

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

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

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

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

      SECTION 3.2.  DENOMINATIONS.

      The Securities of each series shall be in registered form without coupons
and shall be issuable in minimum denominations of $100,000 and any integral
multiples of $1,000 in excess thereof, unless otherwise specified as
contemplated by Section 3.1(i).

      SECTION 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

                                      

<PAGE>

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

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

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

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

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

      Each Security shall be dated the date of its authentication.

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

                                      

<PAGE>

      SECTION 3.4.  TEMPORARY SECURITIES.

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

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

      SECTION 3.5.  GLOBAL SECURITIES.

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

      (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee in writing that such
Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Company is unable to locate a qualified successor, (ii) the Company executes and
delivers to the Trustee a Company Order stating that the Company elects to
terminate the book-entry system through the Depositary, or (iii) there shall
have occurred and be continuing an Event of Default.

                                      

<PAGE>

      (c) If any Global Security is to be exchanged for other Securities or
canceled 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 canceled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article III or (ii) the principal amount thereof shall be
reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the
portion thereof to be so exchanged or canceled, or equal to the principal amount
of such other 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 or an appropriate notation made on the Global Security,
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.

                                      

<PAGE>

      SECTION 3.6.      REGISTRATION, TRANSFER AND EXCHANGE GENERALLY;
                        CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT
                        LEGENDS.

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

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

      At the option of the Holder, Securities may be exchanged for other
Securities of the same series 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 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 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 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.

                                      

<PAGE>

            (ii)(A) In addition to the restrictions on transfer set forth in
Section 3.6(a)(i) and 3.6(a)(ii)(B), beneficial ownership of every Private
Security is subject to the restrictions on transfer imposed by the Securities
Act and rules and regulations promulgated by the Commission thereunder and each
certificate representing Private Securities shall bear the Restrictive
Securities Legend, unless such restrictions on transfer shall be terminated in
accordance with the provisions of this Section 3.6. The Holder of each Private
Security, by such Holder's acceptance thereto, agrees to be bound by such
restrictions on transfer.

                (B) The restrictions imposed by the Securities Act and this
Indenture upon the transferability of any particular Private Security shall
cease and terminate upon delivery by the Company to the Trustee of an Officers'
Certificate and Opinion of Counsel stating that such Private Security has been
sold pursuant to an effective registration statement under the Securities Act,
exchanged for a corresponding aggregate principal amount of Exchange Securities
of like tenor pursuant to an effective registration statement under the
Securities Act, or transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto). Any Private Security as to which the
Company has delivered to the Trustee an Officers' Certificate and Opinion of
Counsel that such restrictions on transfer shall have expired in accordance with
their terms or shall have terminated may, upon surrender of such Private
Security for exchange to the Securities Registrar or any transfer agent in
accordance with the provisions of this paragraph (ii)(B), be exchanged for a new
Security, of like tenor and aggregate principal amount, which shall not bear the
Restrictive Securities Legend. The Company shall inform the Trustee in writing
of the effective date of any registration statement registering the Private
Securities or the Exchange Securities under the Securities Act. The Trustee
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the aforementioned registration statement.

      As used in paragraphs (A) and (B) of this paragraph (ii), the term
"transfer" encompasses any sale, pledge, transfer, or other disposition of any
Private Security.

      (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 accompanied by a
      certification that such transfer is being affected in accordance with Rule
      144A, then the Securities Registrar shall cancel such Security (and issue
      a new Security in respect of any untransferred portion thereof) as
      provided in Section 3.6(a) and increase the aggregate principal amount of
      the Global Security by the specified principal amount as provided in
      Section 3.5(c).

                                      

<PAGE>

            (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) CERTAIN INITIAL TRANSFERS OF NON-GLOBAL SECURITIES. In the case
      of Securities initially issued other than in global form, an initial
      transfer or exchange of such Securities that does not involve any change
      in beneficial ownership may be made to an Institutional Accredited
      Investor or Investors as if such transfer or exchange were not an initial
      transfer or exchange; PROVIDED that written certification shall be
      provided by the transferee and transferor of such Securities to the
      Securities Registrar that such transfer or exchange does not involve a
      change in beneficial ownership.

            (v) LIMITATIONS RELATING TO PRINCIPAL AMOUNT. Notwithstanding any
      other provision of this Indenture and unless otherwise specified as
      permitted by Section 3.1; Securities or portions thereof may be
      transferred or exchanged only in principal amounts of not less than
      $100,000. Any transfer, exchange or other disposition of Securities in
      contravention of this Section 3.6(b)(v) shall be deemed to be void and of
      no legal effect whatsoever, any such transferee shall be deemed not to be
      the Holder or owner of any beneficial interest in such Securities for any
      purpose, including but not limited to the receipt of interest payable on
      such Securities, and such transferee shall be deemed to have no interest
      whatsoever in such Securities.

                                      

<PAGE>

      (c) RESTRICTED SECURITIES LEGEND. Except as set forth below and in Section
3.6(a)(ii)(B), 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 Securities 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 Officers' 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 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
      Officers' 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.

      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.

                                      

<PAGE>

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security, and
(ii) such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a BONA FIDE purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same 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.

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

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

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

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

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

      Unless otherwise provided in the Securities of such series, 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.

<PAGE>
                                      


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

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

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

                                      

<PAGE>

      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.

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

      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 disposed of by the
Trustee in accordance with its customary procedures and the Trustee shall
deliver to the Company a certificate of such disposition.

      SECTION 3.11.  COMPUTATION OF INTEREST.

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

                                      

<PAGE>

      SECTION 3.12.  DEFERRALS OF INTEREST PAYMENT DATES.

      If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods (each an "EXTENSION PERIOD") not to
exceed the number of consecutive quarterly, semi-annual or other periods that
equal five years with respect to each Extension Period, during which Extension
Periods the Company shall, if so specified as contemplated by Section 3.1, have
the right to make 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 (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
shareholder 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 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 (i) the next succeeding date on which Distributions on the
Capital Securities of such Issuer Trust would be payable but for such deferral,
and (ii) the 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.

                                      

<PAGE>

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

      SECTION 3.13.  RIGHT OF SET-OFF.

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

      SECTION 3.14.  AGREED TAX TREATMENT.

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

                                      

<PAGE>

      SECTION 3.15.     SHORTENING OR EXTENSION 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 (i)
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date and (ii) extend the Stated Maturity of the principal of the
Securities of such series at any time at its election for one or more periods,
PROVIDED that, if the Company elects to exercise its right to extend the Stated
Maturity of the principal of the Securities of such series pursuant to clause
(ii) above, at the time such election is made and at the time of extension, such
conditions as may be specified in such Securities shall have been satisfied.

      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

            (1)  either

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

                                      

<PAGE>

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

                        (i)  have become due and payable, or

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

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

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

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

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that all conditions
      precedent herein provided 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, and, if money
      shall have been deposited with the Trustee pursuant to subclause (B) of
      clause (1) of this Section, the obligations of the Trustee under Section
      4.2 and the last paragraph of Section 10.3 shall survive.

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

                                      

<PAGE>

      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. Money held by
the Trustee under this Section shall not be subject to the claims of the holders
of Senior Indebtedness under Article XIII.



                                    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 Article XIII or by law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body):

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

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

            (3) 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; or

                                      

<PAGE>

            (4) entry by a court having jurisdiction in the premises of (A) a
      decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable federal or state bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the Company a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company under any applicable federal
      or state law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company or of
      substantially all of the property of the Company, or ordering the
      winding-up or liquidation of its affairs, and the continuance of any such
      decree of order for relief or any such other decree or order unstayed and
      in effect for a period of 90 consecutive days; or

            (5) (A) 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 (B) the consent by the Company
      or the entry of a decree of order for relief in respect of itself 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
      the Company, or (C) the filing by the Company of a petition or answer or
      consent seeking reorganization or relief under any applicable federal or
      state law or (D) the consent by the Company to the filing of such petition
      or to the appointment of or taking possession by a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of
      the Company or of all or substantially all of the property of the Company,
      or (E) the making by the Company of an assignment for the benefit of
      creditors; or

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

      SECTION 5.2.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

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

                                      

<PAGE>

      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:

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

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

                  (B) any accrued Additional Interest 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

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

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



<PAGE>

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

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

      The Company covenants that if:

            (1) default is made in the payment of any installment of interest
      (including 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

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

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

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

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

      SECTION 5.4.  TRUSTEE MAY FILE PROOFS OF CLAIM.

      In case of any receivership, 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,

                                      

<PAGE>

      (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 the Trustee and any predecessor to the Trustee
      under Section 6.7 allowed in any such judicial or administrative
      proceedings; and

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

      (b) any custodian, receiver, 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.

                                      

<PAGE>

      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.

      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:

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

            (2) the Holders of not less than 25% in 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;

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

                                      

<PAGE>

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

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in 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(1) or 5.1(2), to institute a suit
directly against the Company for enforcement of payment to such holder of
principal of (premium, if any) and (subject to Sections 3.8 and 3.12) interest
(including any Additional Interest) on the Securities having a principal amount
equal to the aggregate Liquidation Amount of such Capital Securities held by
such holder.

      SECTION 5.9.  RESTORATION OF RIGHTS AND REMEDIES.

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

                                      

<PAGE>

      SECTION 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

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

      SECTION 5.11.  DELAY OR OMISSION NOT WAIVER.

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

      Every right and remedy given by this Article or by law to the Trustee or
to the Holders and the right and remedy given to the holders of Capital
Securities by 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:

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

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

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

                                      

<PAGE>

      SECTION 5.13.  WAIVER OF PAST DEFAULTS.

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

            (1) in the payment of the principal of (or premium, if any) 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

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

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

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

      SECTION 5.14.  UNDERTAKING FOR COSTS.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may, in
its discretion, require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may, in its
discretion, assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security on or after the respective
Stated Maturities expressed in such Security.

                                      

<PAGE>

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

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


                                   ARTICLE VI
                                   THE TRUSTEE

      SECTION 6.1.  CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture, but
      in the case of any such certificates or opinions 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.

                                      

<PAGE>

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

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

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

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

            (4) 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.

      (d) 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(3),
no such notice to Holders of Securities of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "DEFAULT" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

                                      

<PAGE>

      SECTION 6.3.  CERTAIN RIGHTS OF TRUSTEE.

      Subject to the provisions of Section 6.1:

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

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

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

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

      (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.

                                      

<PAGE>

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

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

      SECTION 6.5.  MAY HOLD SECURITIES.

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

      SECTION 6.6.  MONEY HELD IN TRUST.

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

      SECTION 6.7.  COMPENSATION AND REIMBURSEMENT.

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

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

      (c) Since the Issuer Trust is being formed solely to facilitate an
investment in the Trust Securities, the Company, as 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
reasonable costs and expenses relating to the organization of the Issuer Trust,
the fees and expenses of the trustees and all costs and expenses relating to the
operation of the Issuer Trust) and to pay any and all taxes, duties, assessments
or governmental charges of whatever nature (other than withholding taxes)
imposed on the Issuer Trust by the United States, or any taxing authority, so
that the net amounts received and retained by the Issuer Trust and the Property
Trustee after paying such expenses will be equal to the amounts the Issuer Trust
and the Property Trustee would have received had no such costs or expenses been
incurred by or imposed on the Issuer Trust. The foregoing obligations of the
Company are for the benefit of, and shall be enforceable by, any person to whom
any such debts, obligations, costs, expenses and taxes are owed (each, a
"CREDITOR") whether or not such Creditor has received notice thereof. Any such
Creditor may enforce such obligations directly against the Company, and the
Company irrevocably waives any right or remedy to require that any such Creditor
take any action against the Issuer Trust or any other person before proceeding
against the Company. The Company shall execute such additional agreements as may
be necessary or desirable to give full effect to the foregoing.

                                      

<PAGE>

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

      Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(4) or 5.1(5) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under the Bankruptcy 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). Each
Guarantee with respect to an Issuer Trust shall be deemed to be sufficiently
described in this Indenture for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                      

<PAGE>

      SECTION 6.9.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

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

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

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

      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.

                                      

<PAGE>

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

      (d) If at any time:

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

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

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

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

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

                                      

<PAGE>

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

      SECTION 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees 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 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.

                                      

<PAGE>

      (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.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities, which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be an entity organized and doing business under
the laws of the United States of America, or of any state or territory thereof
or of the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 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.

                                      

<PAGE>

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

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

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

                                     

<PAGE>

      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.

Dated: 
       ------------------          THE CHASE MANHATTAN BANK,
                                   as Trustee



                                       By: -------------------
                                        As Authenticating Agent
                                        Name:
                                        Title:



                                       By: -----------------
                                        Authorized Signatory
                                        Name:
                                        Title:


                                   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.

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

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

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

                                      

<PAGE>

      SECTION 7.2.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                        HOLDERS.

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

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

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

      SECTION 7.3.  REPORTS BY TRUSTEE AND PAYING AGENT.

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

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

      (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.

                                      

<PAGE>

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

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

            (1) If the Company shall consolidate with or merge into another
      Person or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the entity 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;

                                      

<PAGE>

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

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and any such
      supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with and, in the case of a transaction subject to this Section
      8.1 but not requiring a supplemental indenture under paragraph (1) 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.

      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 or
transfer (but not in the case of any such lease) the Company shall be discharged
from all obligations and covenants under the Indenture and the Securities.

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

                                      

<PAGE>

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


                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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

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

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

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

                                      

<PAGE>

            (8) to cure any ambiguity, to correct or supplement any provision
      herein that may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture, PROVIDED that such action pursuant
      to this clause (8) shall not adversely affect the 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; or

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

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

      SECTION 9.2.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

            (1) change the Stated Maturity of the principal of, or any
      installment of interest (including any Additional Interest) on, any
      Security, or reduce the principal amount thereof or the rate of interest
      thereon or any premium payable upon the redemption thereof, or reduce the
      amount of principal of a Discount Security that would be due and payable
      upon a declaration of acceleration of the Maturity thereof pursuant to
      Section 5.2, 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), or

                                      

<PAGE>

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

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

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

      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.

                                      

<PAGE>

      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 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

                                      

<PAGE>

      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.

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

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

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

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest (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.

                                      

<PAGE>

      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.

      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:

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

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

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

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

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

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company in trust for the payment of the principal of (and premium, if any)
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.

                                      

<PAGE>

      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 any, or is in compliance with, 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. One of
the signatories to such Officers' Certificate shall be the Company's principal
executive officer, principal financial officer or principal accounting officer.

      SECTION 10.5.     WAIVER OF CERTAIN COVENANTS.

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

<PAGE>

      SECTION 10.6.     ADDITIONAL SUMS.

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

                                      

      SECTION 10.7.     ADDITIONAL COVENANTS.

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

                                      

<PAGE>

      The Company also covenants with each Holder of Securities of a series
issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the
Common Securities of such Issuer Trust, PROVIDED that any permitted successor of
the Company as provided under Section 8.2 may succeed to the Company's ownership
of such Common Securities, (ii) as holder of such Common Securities, not to
voluntarily terminate, windup or liquidate such Issuer Trust, other than (a) in
connection with a distribution of the Securities of such series to the holders
of the related Capital Securities in liquidation of such Issuer Trust, or (b) in
connection with certain mergers, consolidations or amalgamations permitted by
the related Trust Agreement, and (iii) to use its reasonable efforts, consistent
with the terms and provisions of such Trust Agreement, to cause such Issuer
Trust to continue to be taxable as a grantor trust for United States Federal
income tax purposes.

      SECTION 10.8.     FURNISHING ANNUAL INFORMATION.

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

                                      

<PAGE>

      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. Except as
otherwise set forth in the form of Security for such series, each Security of a
series shall be subject to partial redemption only in the amount of $100,000 or
any integral multiples of $1,000 in excess thereof.

      SECTION 11.2.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company, the Company shall, not less than 45 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 or subject to compliance with any conditions precedent provided in
such terms, the Company shall furnish the Trustee with an Officers' Certificate
and an Opinion of Counsel evidencing compliance with such restriction or
conditions.

      SECTION 11.3.     SELECTION OF SECURITIES TO BE REDEEMED.

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

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

                                      

<PAGE>

      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 manner of calculation
thereof, or if the terms of such Securities provides for an estimate of the
Redemption Price, the estimate of the Redemption Price provided pursuant to such
terms 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.

                                      

<PAGE>

      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.

      With respect to any redemption, the Redemption Price for which cannot be
calculated prior to the giving of the notice of redemption, the Company shall
notify the Trustee of the Redemption Price promptly after the calculation
thereof.

      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.

      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.

      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.

                                      

<PAGE>

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

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

      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.

      If less than all the Securities of any such series are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such redemption shall be sufficient to satisfy any provisions of the
Trust Agreement related to the Issuer Trust to which such Securities were
issued.


                                   ARTICLE XII
                                  SINKING FUNDS

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


                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

      SECTION 13.1.     SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

      The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including 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 Indebtedness.

                                      

<PAGE>

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

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

      In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding-up of the Company, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Company for the benefit of creditors or (iv) any
other marshalling of the assets of the Company (each such event, if any, herein
sometimes referred to as a "PROCEEDING"), all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
entity provided for by a plan of reorganization or readjustment, the payment of
which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Securities of any series shall be paid
or delivered directly to the holders of Senior Indebtedness in accordance with
the priorities then existing among such holders until all Senior Indebtedness
(including any interest thereon accruing after the commencement of any
Proceeding) shall have been paid in full.

      In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the Holders of the Securities, together
with the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities, and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Company or any other entity provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any plan of reorganization or readjustment), shall be received by
the Trustee or any Holder in contravention of any of the terms hereof and before
all Senior Indebtedness shall have been paid in full, such payment or
distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the Trustee or any Holder
to endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same.



<PAGE>

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

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

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

      SECTION 13.3.     PAYMENT PERMITTED IF NO DEFAULT.

      Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time, except during the
pendency of the conditions described in the first paragraph of Section 13.2 or
of any Proceeding referred to in Section 13.2, from making payments at any time
of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any monies
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, two Business
Days prior to 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.

                                      

<PAGE>

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

      Subject to the payment in full of all amounts due or to become due on all
Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to 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 that by its express terms is subordinated to
Senior Indebtedness of the Company to substantially the same extent as the
Securities are subordinated to the Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Indebtedness) to 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 (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 Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness.

      SECTION 13.5.     PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

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

                                      

<PAGE>

      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.

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

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

      SECTION 13.8.  NOTICE TO TRUSTEE.

      The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment to or by the Trustee in respect of the Securities. Notwithstanding
the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof in accordance with Section 1.5 from the Company or a holder of Senior
Indebtedness 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.

                                      

<PAGE>

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

      SECTION 13.9.     RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                        LIQUIDATING AGENT.

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

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

                                      

<PAGE>

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

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

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

      The rights of the Trustee under Section 6.7 shall not be subject to the
claims of the holders of Senior Indebtedness under this Article XIII.

      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 (unless such
Paying Agent shall be the Company or an Affiliate thereof).

      SECTION 13.13.    CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT.

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

                                      

<PAGE>

                                   * * * *

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

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

                                      

<PAGE>




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


                                    CITY HOLDING COMPANY



                                    By:    /s/ Robert A. Henson
                                           --------------------  
                                    Name:  Robert A. Henson
                                    Title: Chief Financial Officer

Attest:/s/ Michael D. Dean
       -------------------
       Michael D. Dean

                                    THE CHASE MANHATTAN BANK,
                                    as Trustee, and not in its individual
capacity



                                    By:   /s/ Anne G. Brenner
                                          -------------------
                                    Name: Anne G. Brenner
                                    Title: Vice President

Attest:/s/ James P. Freeman
       --------------------
      James P. Freeman


                                      

<PAGE>



                                    
                                     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 City Holding Company (the
                  "SECURITIES")


      Reference is made to the Junior Subordinated Indenture, dated as of
____________, 1998 (the "INDENTURE"), between City Holding Company, a West
Virginia bank holding company, and The Chase Manhattan Bank, 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 (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).

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".

      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

<PAGE>

            (1) Rule 144A Transfers. If the transfer is being effected in
      accordance with Rule 144A:

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

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

            (2) Rule 904 Transfers. If the transfer is being effected in
      accordance with Rule 904:

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

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

                  (C)  either;

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

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

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

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

                                     

<PAGE>

            (3) Rule 144 Transfers. If the transfer is being effected pursuant
      to Rule 144:

                  (A) the transfer is occurring after a holding period of at
            least 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), or such shorter period as Rule 144 may
            hereinafter require, 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;

                  (B) the transfer is occurring after a holding period 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

                  (C) 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.

                                      

<PAGE>



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



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


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


                                      


                             CERTIFICATE OF TRUST OF
                           CITY HOLDING CAPITAL TRUST


      THIS CERTIFICATE OF TRUST of City Holding Capital Trust (the "Trust"),
dated March 26, 1998, is being duly executed and filed by Chase Manhattan Bank
Delaware, a Delaware banking corporation, as trustee, to create a business trust
under the Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.).

      1.    Name.  The name of the  business  trust  created  hereby  is "City
Holding Capital Trust".

      2. Delaware Trustee. The name and address of the trustee of the Trust in
the State of Delaware is:

                               Chase Manhattan Bank Delaware
                               1201 Market Street
                               Wilmington, Delaware 19801

      3. Effective Date. This Certificate of Trust shall be effective on March
26, 1998.

      IN WITNESS whereof, the undersigned trustee of the Trust has executed this
Certificate of Trust as of the date first written above.



                              CHASE MANHATTAN BANK DELAWARE,
                              not in its  individual  capacity,  but solely as
                              trustee


                              By:     /s/ Denis Kelly
                                      ---------------
                              Name:   Denis Kelly
                              Title:  Trust Officer




                             AMENDED AND RESTATED

                               TRUST AGREEMENT

                                    among

                            CITY HOLDING COMPANY,
                                as Depositor,

                          THE CHASE MANHATTAN BANK,
                             as Property Trustee,


                                     and


                        CHASE MANHATTAN BANK DELAWARE,
                             as Delaware Trustee

                          Dated as of March 31, 1998






                             --------------------

                          CITY HOLDING CAPITAL TRUST
                             --------------------



<PAGE>





                           CITY HOLDING CAPITAL TRUST



             Certain Sections of this Trust Agreement relating, to
                        Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act                          Trust Agreement
     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)............................   8.13, 10.10(b)
             (b)............................   8.13, 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.



<PAGE>



                               TABLE OF CONTENTS


                                                                          PAGE
ARTICLE I.        DEFINED TERMS
SECTION 1.1.      Definitions...........................................     2

ARTICLE II.       CONTINUATION OF THE ISSUER TRUST
SECTION 2.1.      Name .................................................    17
SECTION 2.2.      Office of the Delaware Trustee; Principal
                  Place of Business.....................................    17
SECTION 2.3.      Initial Contribution of Trust Property;
                  Organizational Expenses...............................    17
SECTION 2.4.      Issuance of the Capital Securities....................    18
SECTION 2.5.      Issuance of the Common Securities;
                  Subscription and Purchase of Junior
                  Subordinated Debentures...............................    18
SECTION 2.6.      Declaration of Trust..................................    18
SECTION 2.7.      Authorization to Enter into Certain
                  Transactions..........................................    19
SECTION 2.8.      Assets of Trust.......................................    23
SECTION 2.9.      Title to Trust Property...............................    23

ARTICLE III.      PAYMENT ACCOUNT
SECTION 3.1.      Payment Account.......................................    23

ARTICLE IV.       DISTRIBUTIONS; REDEMPTION
SECTION 4.1.      Distributions.........................................    24
SECTION 4.2.      Redemption............................................    25
SECTION 4.3.      Subordination of Common Securities....................    28
SECTION 4.4.      Payment Procedures....................................    29
SECTION 4.5.      Tax Returns and Reports...............................    30
SECTION 4.6.      Payment of Taxes, Duties, Etc.
                  of the Issuer Trust...................................    30
SECTION 4.7.      Payments under Indenture or Pursuant to
                  Direct Actions........................................    30
SECTION 4.8.      Liability of the Holder of Common Securities..........    31

ARTICLE V.        TRUST SECURITIES CERTIFICATES
SECTION 5.1.      Initial Ownership.....................................    31
SECTION 5.2.      The Trust Securities Certificates.....................    31
SECTION 5.3.      Execution and Delivery of Trust
                  Securities Certificates...............................    32
SECTION 5.4.      Global Capital Security...............................    32
SECTION 5.5.      Registration of Transfer and Exchange
                  Generally; Certain Transfers and
                  Exchanges; Capital Securities Certificates; Securities 
                  Act Legends...........................................    34

<PAGE>

SECTION 5.6.      Mutilated, Destroyed, Lost or Stolen
                  Trust Securities Certificates.........................    38
SECTION 5.7.      Persons Deemed Holders................................    39
SECTION 5.8.      Access to List of Holders'
                  Names and Addresses...................................    39
SECTION 5.9.      Maintenance of Office or Agency.......................    39
SECTION 5.10.     Appointment of Paying Agent...........................    39
SECTION 5.11.     Ownership of Common Securities
                  by Depositor..........................................    40
SECTION 5.12.     Notices to Clearing Agency............................    40
SECTION 5.13.     Rights of Holders.....................................    41

ARTICLE VI.       ACTS OF HOLDERS; MEETINGS;
                  VOTING
SECTION 6.1.      Limitations on Holder's Voting Rights.................    43
SECTION 6.2.      Notice of Meetings....................................    45
SECTION 6.3.      Meetings of Holders...................................    45
SECTION 6.4.      Voting Rights.........................................    45
SECTION 6.5.      Proxies, etc..........................................    46
SECTION 6.6.      Holder Action by Written
                  Consent...............................................    46
SECTION 6.7.      Record Date for Voting and Other
                  Purposes..............................................    46
SECTION 6.8.      Acts of Holders.......................................    46
SECTION 6.9.      Inspection of Records.................................    48

ARTICLE VII.      REPRESENTATIONS AND WARRANTIES
SECTION 7.1.      Representations and Warranties
                  of the Property Trustee and
                  the Delaware Trustee..................................    48
SECTION 7.2.      Representations and Warranties of
                  Depositor.............................................    50

ARTICLE VIII.     THE ISSUER TRUSTEES; THE ADMINISTRATORS
SECTION 8.1.      Certain Duties and Responsibilities...................    50
SECTION 8.2.      Certain Notices.......................................    53
SECTION 8.3.      Certain Rights of Property Trustee....................    54
SECTION 8.4.      Not Responsible for Recitals
                  or Issuance of Securities.............................    55
SECTION 8.5.      May Hold Securities...................................    56
SECTION 8.6.      Compensation; Indemnity; Fees.........................    56
SECTION 8.7.      Corporate Property Trustee Required;
                  Eligibility of Trustees and Administrators............    57

<PAGE>

SECTION 8.8.      Conflicting Interests.................................    58
SECTION 8.9.      Co-Trustees and Separate Trustee......................    58
SECTION 8.10.     Resignation and Removal; Appointment of
                  Successor.............................................    60
SECTION 8.11.     Acceptance of Appointment by
                  Successor.............................................    61
SECTION 8.12.     Events of Default; Waiver.............................    61

SECTION 8.13.     Merger, Conversion, Consolidation or
                  Succession to Business................................    62
SECTION 8.14.     Preferential Collection of Claims
                  Against Depositor or Issuer Trust.....................    62
SECTION 8.15.     Trustee May File Proofs of Claims.....................    63
SECTION 8.16.     Reports by Property Trustee...........................    64
SECTION 8.17.     Reports to the Property Trustee.......................    64
SECTION 8.18.     Evidence of Compliance with Conditions
                  Precedent.............................................    64
SECTION 8.19.     Number of Issuer Trustees.............................    65
SECTION 8.20.     Delegation of Power...................................    65
SECTION 8.21.     Appointment of Administrators.........................    65

ARTICLE IX.       DISSOLUTION, LIQUIDATION AND MERGER
SECTION 9.1.      Termination Upon Expiration Date......................    66
SECTION 9.2.      Early Termination.....................................    66
SECTION 9.3.      Termination...........................................    66
SECTION 9.4.      Liquidation...........................................    67
SECTION 9.5.      Mergers, Consolidations, Amalgamations
                  or Replacements of the Issuer Trust...................    69

ARTICLE X.        MISCELLANEOUS PROVISIONS
SECTION 10.1.     Limitation of Rights of Holders.......................    70
SECTION 10.2.     Amendment.............................................    70
SECTION 10.3.     Separability..........................................    72
SECTION 10.4.     Governing Law.........................................    72
SECTION 10.5.     Payments Due on Non-Business Day......................    73
SECTION 10.6.     Successors............................................    73
SECTION 10.7.     Headings..............................................    73
SECTION 10.8.     Reports, Notices and Demands..........................    73
SECTION 10.9.     Agreement Not to Petition.............................    74
SECTION 10.10.    Trust Indenture Act; Conflict with
                  Trust Indenture Act...................................    75
SECTION 10.11.    Acceptance of Terms of Trust Agreement,
                  Guarantee and Indenture...............................    76

<PAGE>

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
Exhibit E         Form of Restricted Securities Certificate


<PAGE>





                                   AGREEMENT

         THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 31, 1998,
is by and among (i) City Holding Company, a West Virginia corporation (including
any successors or assigns, the "DEPOSITOR"), (ii) The Chase Manhattan Bank, a
New York 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"), and (iii) Chase Manhattan Bank
Delaware, 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 (iv) the several Holders, as
hereinafter defined.

                                   WITNESSETH

         WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into a certain Trust Agreement, dated as of March 26, 1998
(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 March 26, 1998 (the "CERTIFICATE OF TRUST"),
attached 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, (i) the issuance of the Common Securities by
the Issuer Trust to the Depositor, (ii) the issuance and sale of the Capital
Securities by the Issuer Trust pursuant to the Purchase Agreement, (iii) the
acquisition by the Issuer Trust from the Depositor of all of the right, title
and interest in the Junior Subordinated Debentures, (iv) the appointment of the
Administrators, (v) the mandatory exchange by the Property Trustee with the
Depositor of the Private Debentures for the Exchange Debentures, and the
exchange by the Issuer Trust with the Holders of the Private Capital Securities
for the Exchange Capital Securities, each such exchange registered under the
Securities Act; and (vi) the addition of the Property Trustee as a party to this
Trust Agreement.

         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:

<PAGE>

                                   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 9.15% Capital Securities were originally
issued.

         "ACT" has the meaning specified in Section 6.8.

         "ADDITIONAL AMOUNTS" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.

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

         "ADJUSTED TREASURY RATE" means, with respect to any Redemption Date,
the Treasury Rate plus (i) 2.00% if such Redemption Date occurs on or before
December 31, 1998 or (ii) 1.50% if such Redemption Date occurs after December
31, 1998.

<PAGE>

         "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 Robert A. Henson and Michael D. Dean.

         "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 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 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.

<PAGE>

         "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 New York, New York, or the City
of Charleston, West Virginia are authorized or required by law or executive
order to remain closed or (c) a day on which the Property 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 as Exhibit
D.

         "CAPITAL SECURITY" means a preferred undivided beneficial interest in
the assets of the Issuer Trust, having a Liquidation Amount of $1,000 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, 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 as Exhibit B, as the
same may be amended and supplemented from time to time.

<PAGE>

         "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 Closing Time, which date is also the date of
execution and delivery of this Trust Agreement.

         "CLOSING TIME" has the meaning specified in the Purchase Agreement.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, as amended, 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 as Exhibit C.

         "COMMON SECURITY" means an undivided beneficial interest in the assets
of the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "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 April 1, 2008, 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.

         "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 Reference Treasury Dealer Quotations.

<PAGE>

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Property Trustee located in the City of New York which at the time of the
execution of this Trust Agreement is located at 450 West 33rd Street, 15th
Floor, New York, New York 10001.

         "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 Junior Subordinated Indenture,
the date fixed for redemption of such Debentures under the Indenture.

         "DEBENTURE TRUSTEE" means The Chase Manhattan Bank, a New York banking
corporation and any successor.

         "DELAWARE BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss. 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.

         "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 TERMINATION 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; or

         (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; or

<PAGE>

         (c) default by the Issuer Trust in the payment of any Redemption Price
of any Trust Security when it becomes due and payable; or

         (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 or all or substantially all of its property if a successor Property
Trustee has not been appointed within a period of 90 days thereof.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and any successor statute thereto, as amended from time to time.

         "EXCHANGE CAPITAL SECURITIES" means Capital Securities representing
preferred undivided beneficial interests in the assets of the Issuer Trust,
issued by the Issuer Trust in an exchange offer for the Private Capital
Securities, such exchange offer being registered under the Securities Act, all
pursuant to the Registration Rights Agreement; PROVIDED HOWEVER that the
aggregate Liquidation Amount of the Private Capital Securities and the Exchange
Capital Securities at any one time outstanding shall not exceed $30,000,000.

         "EXCHANGE DEBENTURES" means a new series of junior subordinated
debentures issued by the Depositor in a mandatory exchange offer for the Private
Debentures, such exchange offer being registered under the Securities Act, all
pursuant to the Debenture Exchange and Registration Rights Agreement.

         "EXCHANGE GUARANTEE" means the Exchange Guarantee extended by the
Depositor for the benefit of the Holders of Capital Securities pursuant to the
Exchange Guarantee Agreement, and registered under the Securities Act pursuant
to the Registration Rights Agreement.

         "EXCHANGE GUARANTEE AGREEMENT" means the Guarantee Agreement to be
entered into by the Depositor, as Guarantor and The Chase Manhattan Bank, as
Guarantee Trustee, pursuant to the Registration Rights Agreement.

         "EXCHANGE OFFER" means an exchange offer of the Exchange Capital
Securities for the Private Capital Securities, which is registered under the
Securities Act pursuant to the Registration Rights Agreement.

         "EXPIRATION DATE" has the meaning specified in Section 9.1.

<PAGE>

         "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" means (i) prior to the exchange in connection with the
Exchange Offer, the Private Guarantee and (ii) following the exchange in
connection with the Exchange Offer, the Exchange Guarantee.

         "GUARANTEE AGREEMENT" means the Guarantee Agreement dated as of March
31, 1998, between the Depositor, as Guarantor, and The Chase Manhattan Bank, as
Guarantee Trustee.

         "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 Business
Trust Act.

         "INDENTURE" means the Junior Subordinated Indenture, dated as of March
31, 1998, between the Depositor and the Debenture Trustee (as amended or
supplemented from time to time) relating to the issuance of the Junior
Subordinated Debentures.

         "INITIAL PURCHASER" has the meaning specified in the Purchase
Agreement.

         "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.

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

         "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 City Holding Capital Trust.

         "ISSUER TRUSTEES" means, collectively, the Property Trustee and the
Delaware Trustee.

         "JUNIOR SUBORDINATED DEBENTURES" means the aggregate principal amount
of the Depositor's 9.15% Junior Subordinated Deferrable Interest Debentures
due April 1, 2028, issued pursuant to the Indenture.

<PAGE>

         "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 $1,000 per Trust
Security.

         "LIQUIDATION DATE" means the date on which Junior Subordinated
Debentures 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 Chief
Executive Officer, President or an Executive Vice President, a Senior Vice
President or Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Depositor, and delivered to the
party provided herein. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
(other than pursuant to Section 8.17) 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

<PAGE>

         (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 or
any Issuer Trustee.

         "ORIGINAL TRUST AGREEMENT" has the meaning specified in the preamble
to this Trust Agreement.

         "OTHER CAPITAL SECURITIES" means the Capital Securities sold by the
Initial Purchaser in the initial offering contemplated by the Purchase Agreement
to Institutional Accredited Investors in reliance on an exemption from the
registration requirement of the Securities Act other than Rule 144A.

         "OUTSTANDING," with respect to Trust Securities, means, as of the date
of determination, all Trust Securities theretofore executed, authenticated 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 (a) 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 knows to be so owned shall be so disregarded
and (b) 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.

<PAGE>

         "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 with the Property Trustee in its corporate 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.

         "PORTAL MARKET" means the Private Offering, Resales and Trading
through Automated Linkages Market operated by the National Association of
Securities Dealers, Inc. (or any successor thereto).

         "PRIVATE CAPITAL SECURITIES" means the $30,000,000 aggregate
Liquidation Amount of the Issuer Trust's 9.15% Capital Securities representing
preferred undivided beneficial interests in the assets of the Issuer Trust,
having a Liquidation Amount of $1,000 per Capital Security and having the rights
provided therefor in this Trust Agreement, and the certificates of which
initially shall bear legends indicating that they have not been registered under
the Securities Act and restricting transfers thereof.

         "PRIVATE DEBENTURES" means the $30,928,000 aggregate principal amount
of the Depositor's 9.15% Junior Subordinated Deferrable Interest Debentures due
April 1, 2028, issued pursuant to the Indenture on the Closing Date.

         "PRIVATE GUARANTEE" means the Guarantee extended by the Depositor for
the benefit of the Holders of Private Capital Securities pursuant to the
Guarantee Agreement.

         "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 formed and 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.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of March
31, 1998, among the Issuer Trust, the Depositor and the Initial Purchaser, as
the same may be amended from time to time.

<PAGE>

         "QUOTATION AGENT" means Wheat, First Securities, Inc. 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 Junior Subordinated 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.

         "REDEMPTION PRICE" means:

         (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 accumulated Distributions to but excluding the date fixed
for redemption, if redeemed during the 12-month period beginning April 1:

          Year                                       Redemption Price

          2008....................................       104.58%
          2009....................................       104.12%
          2010....................................       103.66%
          2011....................................       103.20%
          2012....................................       102.75%
          2013....................................       102.29%
          2014....................................       101.83%
          2015....................................       101.37%
          2016....................................       100.92%
          2017....................................       100.46%

and 100% on or after April 1, 2018.

          (b) in the case of a redemption prior to April 1, 2008 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 $1,000
principal amount of Junior Subordinated Debentures together with accumulated
Distributions 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 the principal amount and premium payable as part of
the Redemption Price with respect to an optional redemption of such Junior
Subordinated Debentures on April 1, 2008, 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 April
1, 2008 (the "REMAINING LIFE"), 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 April 1, 2008 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.

<PAGE>

          "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.

          "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.

         "REGISTRATION RIGHTS AGREEMENT" means an agreement dated March 31,
1998, among the Depositor, the Trust and the Initial Purchaser.

         "REGULATION D" means Regulation D under the Securities Act (or any
successor provision), as it may be amended from time to time.

         "RULE 144" means Rule 144 as promulgated under the Securities Act, or
any successor rule.

         "RELEVANT TRUSTEE" has the meaning specified in Section 8.11.

         "RESPONSIBLE OFFICER" when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any managing
director, vice president, assistant vice president, assistant treasurer,
assistant secretary, trust officer, senior trust officer 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 the 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 CAPITAL SECURITIES" means all Capital Securities, the
Capital Securities Certificate for which is required pursuant to Section 5.5(c)
to bear a Restricted Capital Securities Legend. Such term includes the Global
Capital Securities Certificate.

         "RESTRICTED CAPITAL SECURITIES LEGEND" means a legend substantially in
the form of the legend required in the form of a Capital Securities Certificate
set forth in Exhibit D to be placed upon a Restricted Capital Security.

         "RESTRICTED SECURITIES CERTIFICATE" means a certificate substantially
in the form set forth in Exhibit E.

<PAGE>

         "REGULATION S" means Regulation S under the Securities Act or any
successor provision.

         "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "RULE 144A CAPITAL SECURITIES" means the Capital Securities purchased
by the Initial Purchaser from the Issuer Trust pursuant to the Purchase
Agreement, other than the Other Capital Securities.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and any
successor statute thereto, in each case as amended from time to time.

         "SENIOR INDEBTEDNESS" has the meaning specified in the Indenture.

         "SECURITIES REGISTER" AND "SECURITIES REGISTRAR" have the respective
meanings specified in Section 5.5.

         "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 (i) 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, (ii) 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 (iii) 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.

<PAGE>

         "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 (i) all exhibits hereto, and (ii) 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 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, (c) all proceeds and
rights in respect of the foregoing and (d) 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.


                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

         SECTION 2.1. NAME.

<PAGE>

         The Issuer Trust continued hereby shall be known as "City Holding
Capital Trust", 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 Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware, 19801,
Attention: Corporate Trustee Administration Department, 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 City Holding Company, 25 Gatewater Road, Cross Lanes, West
Virginia 25313, Attention: Robert A. Henson.

         SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

         The Issuer Trustees acknowledge receipt in trust from the Depositor in
connection with the Original 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
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.

         The Depositor and the Issuer Trust executed and delivered the Purchase
Agreement as of March 31, 1998, pursuant to the Original Trust Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrator, on behalf of the Issuer Trust, shall by manual or facsimile
signature execute in accordance with Section 5.3 and the Property Trustee shall
authenticate in accordance with Section 5.3 and deliver to the Initial
Purchaser, Capital Securities Certificates, registered in the names requested by
the Initial Purchaser, in an aggregate amount of 30,000 Capital Securities
having an aggregate Liquidation Amount of $30,000,000, against receipt of the
aggregate purchase price of such Capital Securities of $29,907,900, by the
Property Trustee. The certificates of authentication to be delivered by the
Property Trustee shall be substantially in the forms as set forth on Exhibits C
and D attached hereto.

         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 by manual or
facsimile signature execute or cause to be executed 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 928 Common Securities having an
aggregate Liquidation Amount of $928,000 against receipt of the aggregate
purchase price of such Common Securities of $928,000 by the Property Trustee.
Contemporaneously therewith, an Administrator, on behalf of the Issuer Trust,
shall subscribe for and purchase from the Depositor the Junior Subordinated
Debentures, registered in the name of the Property Trustee and having an
aggregate principal amount equal to $30,928,000, 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
$30,835,900 (being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4, and (ii) the first sentence
of this Section 2.5) and receive on behalf of the Issuer Trust the Junior
Subordinated Debentures.

<PAGE>

         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 Holders. The
Depositor hereby appoints the Administrators, 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. 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 Business Trust Act and for taking
such actions as are required to be taken by a Delaware trustee under the
Delaware Business 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 Property
Trustees and the Administrators shall act as follows:

               (i)   Each Administrator shall:

                     (A) comply with the Purchase Agreement regarding the
               issuance and sale of the Trust Securities;



<PAGE>

                     (B) assist in compliance with the Securities Act,
               applicable state securities or blue sky laws and the Trust
               Indenture Act;

                     (C) assist in the listing of the Capital Securities upon
               such securities exchange or exchanges 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;

                     (D) execute the Trust Securities on behalf of the Issuer
               Trust in accordance with this Trust Agreement;

                     (E) execute and deliver an application for a taxpayer
               identification number for the Issuer Trust;

                     (F) unless otherwise determined by the Depositor or Holders
               of at least a Majority in Liquidation Amount of the Capital
               Securities or as otherwise required by the Delaware Business
               Trust Act or the Trust Indenture Act, execute on behalf of the
               Issuer Trust any documents that the Administrators have the power
               to execute pursuant to this Trust Agreement, including without
               limitation, a Junior Subordinated Debentures Purchase Agreement
               and a Common Securities Purchase Agreement, both by and between
               the Issuer Trust and the Depositor;

                     (G) have the power and authority to cause the Issuer Trust
               to enter into, and to execute, deliver and perform on behalf of
               the Issuer Trust, the Registration Rights Agreements, and such
               other agreements as may be necessary or desirable in connection
               with the purposes and function of the Issuer Trust;

                     (H) assist in the registration of the Exchange Offer and
               the Exchange Capital Securities under the Securities Act, and
               under the state securities or blue sky laws, and the
               qualification of this Trust Agreement as a trust indenture under
               the Trust Indenture Act, all in accordance with the Capital
               Securities Exchange and Registration Rights Agreement;

                     (I) send notices (other than notices of default) and other
               information regarding the Trust Securities and the Junior
               Subordinated Debentures to the Holders in accordance with this
               Trust Agreement;

                     (J) take any action incidental to the foregoing as
               necessary or advisable to give effect to the terms of this Trust
               Agreement.

<PAGE>

               (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, through the Paying Agent, 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
               (subject to the terms of this Trust Agreement);

                     (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;

                     (I) after an Event of Default (other than under paragraph
               (b), (c), (d), or (e) 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 of any such action
               on any particular Holder);

                     (J) the exchange of the Private Guarantee for the Exchange
               Guarantee in an exchange in connection with the Exchange Offer
               pursuant to the Registration Rights Agreement; and

                     (K) the exchange of the Private Debentures for the Exchange
               Debentures in an exchange in connection with the Exchange Offer
               pursuant to the Registration Rights Agreement;

<PAGE>

         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 and the Property Trustee shall have
         none of the duties, liabilities, powers or the authority of the
         Administrators set forth in Section 2.7(a)(i).

         (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 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 cause the Issuer Trust to
become taxable other than as 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 right and responsibility 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 an offering memorandum
         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 exempt from 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 Administrators 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 Purchase Agreement providing for the sale of the
         Capital Securities;

               (iv) the preparation and filing by the Issuer Trust with the
         Commission and the execution on behalf of the Issuer Trust of a
         registration statement on the appropriate form in relation to the
         Exchange Offer, including any amendments thereto and/or a "shelf"
         registration statement to register the Private Capital Securities, the
         Private Guarantee and the Private Debentures, in each case in
         accordance with the provisions of the Registration Rights Agreement;
         and

<PAGE>

               (v) the taking of any other actions necessary or desirable to
         carry out any of the foregoing activities.

         (d) Notwithstanding anything herein to the contrary, the Administrators
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 other than as 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 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 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
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee 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.

<PAGE>

         (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 of Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including 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 March 31, 1998, 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 semi-annually in arrears on April 1 and
         October 1 of each year, commencing on October 1, 1998. 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
         additional Distributions or other payment in respect of any such
         delay), 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 9.15% 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 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 10 consecutive
         semi-annual periods (an "Extension Period"), provided that no Extension
         Period may extend beyond April 1, 2028 or end on a day other than an
         Interest Payment Date (as defined in the Indenture). As a consequence
         of any such deferral, semi-annual Distributions on the Trust Securities
         by the 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 a rate of 9.15% per annum,
         compounded 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 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).


<PAGE>

               (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 March 15 or
September 15 (whether or not a Business Day).

         SECTION 4.2. REDEMPTION.

         (a) On each Junior Subordinated 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 applicable
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
         manner of calculation thereof;

               (iii) the CUSIP number or CUSIP numbers of the Capital Securities
         affected;

               (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;


<PAGE>

               (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 may use "CUSIP" or
"private placement" numbers (if then generally in use), and, if so, the Property
Trustee shall indicate the "CUSIP" or "private placement" 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 Issuer Trust gives a notice of redemption in respect of any
Capital Securities, then, by 10:00 a.m., New York City time, on the Redemption
Date, the Depositor shall deposit sufficient funds with the Property Trustee to
pay the Redemption Price. If such deposit has been made, 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 Holders 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 Distribution payable in respect of the
Trust Securities on or prior to the Redemption Date, but without interest, and
such 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 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, Distributions on such Trust Securities will continue to accumulate,
as set forth in Section 4.1 and in accordance with the continued accrual of
interest on the Junior Subordinated Debentures, 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.

<PAGE>

         (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 aggregate
Liquidation Amount of such Trust Securities to be redeemed shall be allocated
PRO RATA to the Common Securities and the Capital Securities based on the
relative Liquidation Amounts of such classes, subject to the requirement that no
Holder shall hold Capital Securities with an aggregate Liquidation Amount of
less than $100,000 after such redemption. The particular Capital Securities to
be redeemed shall be selected by the Property Trustee by such method (including,
without limitation, on a PRO RATA basis based on their respective Liquidation
Amounts or by lot) as the Property Trustee shall deem fair and appropriate,
which may provide for the selection for redemption of portions (equal to $1,000
or integral multiples thereof) of the Liquidation Amount of Capital Securities
of a denomination larger than $1,000, not more than 60 days prior to the
Redemption Date from the Outstanding Capital Securities not previously called
for redemption, or if the Capital Securities are then held in the form of a
Global Capital Security, by the Clearing Agency in accordance with the customary
procedures for the Clearing Agency, PROVIDED that, after giving effect to such
redemption, no Holder shall hold Capital Securities with an aggregate
Liquidation Amount of less than $100,000, provided, however, that with respect
to Holders that would be required to hold less than 100 but more than zero
Capital Securities as a result of any such pro rata redemption, the Property
Trustee shall redeem each such Holder to either 100 Capital Securities or zero
Capital Securities. In any such proration, the Property Trustee shall make such
adjustments so that any Capital Security to be redeemed shall, after such
redemption, be in an authorized denomination. The Property Trustee shall
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 thereof to be redeemed. For all
purposes of this Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Capital Securities shall 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 that has been
or is to be redeemed.

         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 or Redemption Date any Event of Default
resulting from a Debenture Event of Default in Section 5.1(1) or 5.1(2) 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,
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.

<PAGE>

         (b) In the case of the occurrence of any Event of Default resulting
from any Debenture Event of Default, the Holders 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 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 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.


<PAGE>

         The Administrators shall prepare (or cause to be prepared), at the
Depositor's expense, and file 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 (a) 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 (b) 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 Property Trustee 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.

         On or before December 15 of each year during which any Capital
Securities are outstanding, the Administrators shall furnish to the Paying Agent
such information as may be reasonably requested by the Property Trustee in order
that the Property Trustee may prepare the information which it is required to
report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to
Section 6049 of the Internal Revenue Code of 1986, as amended. Such information
shall include the amount of original issue discount includible in income for
each outstanding Capital Security during such year, if any.

         SECTION 4.6. PAYMENT OF TAXES, DUTIES, ETC. OF THE ISSUER TRUST.

         Upon receipt under the Junior Subordinated Debentures of Additional
Sums and the written direction of any of the Administrators, the Property
Trustee shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (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 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 of the Indenture
regarding allocation of expenses.


                                   ARTICLE V

                         TRUST SECURITIES CERTIFICATES

         SECTION 5.1. INITIAL OWNERSHIP.

<PAGE>

         Upon the formation 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 Capital Securities Certificates shall be issued in fully
registered form in minimum blocks of at least 100 (representing a minimum of
$100,000 aggregate Liquidation Amount and multiples of $1,000 in excess
thereof), and shall be at all times held in minimum blocks of 100, and the
Common Securities Certificates shall be issued in minimum blocks of 100
(representing a minimum of $100,000 aggregate Liquidation Amount). 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
representing Rule 144A Capital Securities shall be issued in the form of a
Global Capital Securities Certificate registered in the name of Cede as DTC's
nominee and deposited with or on behalf of Depositary for credit by Depositary
to the respective accounts of the Owners thereof (or such other accounts as they
may direct). Except as set forth herein, record ownership of the Global Capital
Security may be transferred, in whole or in part, only to the Depositary,
another nominee of the Depositary or to a successor Depositary or its nominee.

         (c) Upon their original issuance, Capital Securities Certificates
representing Other Capital Securities shall be issued in definitive form and may
not be represented by the Global Capital Security.

         (d) 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 Closing Time, 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 Depositor, in authorized denominations.
Only such Trust Securities Certificates as shall bear thereon a certificate of
authentication substantially in the form provided for herein executed by the
Property Trustee by manual signature of an authorized officer thereof shall be
entitled to the benefits of this Trust Agreement or be valid or obligatory for
any purpose.

<PAGE>

         SECTION 5.4. GLOBAL CAPITAL SECURITY.

         (a) The Global Capital Security issued under this Trust Agreement shall
be registered in the name of the nominee of the Clearing Agency and delivered to
the Property Trustee as 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, the
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 Property Trustee 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,
(ii) the Issuer Trust (by an Administrator) 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 the Global Capital Security is to be exchanged for Other Capital
Securities or cancelled in whole, it shall be surrendered by or on behalf of the
Clearing Agency or its nominee to the Securities Registrar for exchange or
cancellation as provided in this Article V. If the Global Capital Security is to
be exchanged for Other Capital Securities or cancelled in part, or if another
Capital Security is to be exchanged in whole or in part for a beneficial
interest in the Global Capital Security, then either (i) such Global Capital
Security shall be so surrendered for exchange or cancellation 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
cancelled 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 surrender or adjustment
of the 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 any
Capital Securities issuable in exchange for such Global Capital Security (or any
portion thereof) in accordance with the instructions of the Clearing 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.

<PAGE>

         (d) Every Capital Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, the Global
Capital Security or any portion thereof, whether pursuant to this Article V or
Article IV or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Capital Security, 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 the
Global Capital Security, shall be considered the Holder of the Capital
Securities represented by the Global Capital Security for all purposes under
this Trust Agreement and the Capital Securities, and owners of beneficial
interests in the Global Capital Security shall hold such interests pursuant to
the Applicable Procedures and, except as otherwise provided herein, shall not be
entitled to have any of the individual Capital Securities represented by the
Global Security registered in their names, shall not receive nor 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 nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Clearing Agency.

         (f) The rights of owners of beneficial interests in the 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; SECURITIES ACT
LEGENDS.

         (a) (i) The Property Trustee shall keep or cause to be kept at its
Corporate Trust Office a register or registers for the purpose of registering
Capital Securities Certificates and transfers and exchanges of Capital
Securities Certificates 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 Certificates and Common Securities Certificates (subject
to Section 5.5(a)(i) in the case of Capital Securities and Section 5.5(a)(ii) in
the case of Private Capital Securities and subject to Section 5.11 in the case
of Common Securities Certificates) and registration of transfers and exchanges
of Capital Securities Certificates 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 Securities
Certificate 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 of any authorized
denominations of like tenor and aggregate Liquidation Amount and bearing such
restrictive legends as may be required by this Trust Agreement.

<PAGE>

         At the option of the Holder, Capital Securities Certificates may be
exchanged for other Capital Securities Certificates of any authorized
denominations, of like tenor and aggregate Liquidation Amount and bearing such
restrictive 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, an Administrator shall
execute and the Property Trustee shall authenticate and deliver the Capital
Securities that the Holder making the exchange is entitled to receive.

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

         Every Capital Securities Certificate 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, (x) 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 (y) 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.

               (ii) (A) In addition to the restrictions on transfer set forth in
Section 5.5(a)(i) and 5.5(a)(ii)(B), beneficial ownership of every Private
Capital Security is subject to the restrictions on transfer imposed by the
Securities Act and rules and regulations promulgated by the Commission
thereunder and each certificate representing Private Capital Securities shall
bear restrictive legends (the "Securities Act Legends") substantially in the
form set forth on Exhibit D hereto, unless such restrictions on transfer shall
be terminated in accordance with the provisions of this Section 5.5. The Holder
of each Private Capital Security, by such Holder's acceptance thereto, agrees to
be bound by such restrictions on transfer.

                     (B)  The restrictions imposed by the Securities Act and
this Trust Agreement upon the transferability of any particular Private Capital
Security shall cease and terminate upon delivery by at least one Administrator
on behalf of the Issuer Trust to the Property Trustee of an Officers'
Certificate and Opinion of Counsel stating that such Private Capital Security
has been sold pursuant to an effective registration statement under the
Securities Act, exchanged for a corresponding Liquidation Amount of Exchange
Capital Securities pursuant to an effective registration statement under the
Securities Act, or transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto). Any Private Capital Security as to
which such Administrator has delivered to the Property Trustee an Officers'
Certificate and Opinion of Counsel that such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Private Capital Security for exchange to the Securities
Registrar or any transfer agent in accordance with the provisions of this
paragraph (ii)(B) be exchanged for a new Capital Security, of like tenor and
aggregate Liquidation Amount, which shall not bear the Securities Act Legends.
The Administrator shall inform the Property Trustee in writing of the effective
date of any registration statement registering the Private Capital Securities or
the Exchange Capital Securities under the Securities Act. The Property Trustee
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the aforementioned registration statement.

<PAGE>

      As used in paragraphs (A) and (B) of this paragraph (ii), the term
"transfer" encompasses any sale, pledge, transfer or other disposition of any
Private Capital Security.

         (b) CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other
provision of this Trust Agreement, transfers and exchanges of Capital Securities
and beneficial interests in a Global Capital Security shall be made only in
accordance with this Section 5.5(b).

               (i) NON-GLOBAL RESTRICTED CAPITAL SECURITY TO GLOBAL CAPITAL
         SECURITY. If the Holder of a Restricted Capital Security (other than
         the Global Capital Security) wishes at any time to transfer all or any
         portion of such Trust Security to a Person who wishes to take delivery
         thereof in the form of a beneficial interest in the Global Capital
         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 Trust
         Security as provided in Section 5.5(a) and instructions satisfactory to
         the Securities Registrar directing that a beneficial interest in the
         Global Capital Security in a specified Liquidation Amount not greater
         than the Liquidation Amount of such Trust Security be credited to a
         specified Clearing Agency Participant's account and (B) a Restricted
         Securities Certificate duly executed by such Holder or such Holder's
         attorney duly authorized in writing accompanied by a certification that
         such transfer is being affected in accordance with Rule 144A, then the
         Securities Registrar shall cancel such Trust Security (and issue a new
         Trust Security in respect of any untransferred portion thereof) as
         provided in Section 5.5(a) and increase the aggregate Liquidation
         Amount of the Global Capital Security by the specified Liquidation
         Amount as provided in Section 5.4(c).

               (ii) 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) PROVIDED that if the Trust Security to be
         transferred in whole or in part is a Restricted Capital Security, the
         Security Registrar shall have received a Restricted Securities
         Certificate duly executed by the transferor Holder or such Holder's
         attorney duly authorized in writing.

<PAGE>

               (iii) EXCHANGES BETWEEN GLOBAL CAPITAL SECURITY AND NON-GLOBAL
         TRUST SECURITY. A beneficial interest in the Global Capital Security
         may be exchanged for a Trust Security that is not a Global Capital
         Security only as provided in Section 5.4.

               (iv) CERTAIN INITIAL TRANSFERS OF NON-GLOBAL TRUST Securities. In
         the case of Trust Securities initially issued other than in global
         form, a transfer or exchange of such Trust 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 a transfer or exchange; PROVIDED that written
         certification shall be provided by the transferee and transferor of
         such Trust Securities to the Securities Registrar that such transfer or
         exchange does not involve a change in beneficial ownership.

               (v) LIMITATIONS RELATING TO PRINCIPAL AMOUNT. Notwithstanding any
         other provision of this Trust Agreement and unless otherwise specified
         as permitted by this Trust Agreement, Trust Securities or portions
         thereof may be transferred or exchanged only in Liquidation Amounts of
         not less than $100,000. Any transfer, exchange or other disposition of
         Trust Securities in contravention of this Section 5.5(b)(v) shall be
         deemed to be void and of no legal effect whatsoever, any such
         transferee shall be deemed not to be the Holder or owner of any
         beneficial interest in such Trust Securities for any purpose, including
         but not limited to the receipt of Distributions payable on such Trust
         Securities, and such transferee shall be deemed to have no interest
         whatsoever in such Trust Securities.

         (c) RESTRICTED SECURITIES LEGEND. Except as set forth below and in
Section 5.5(a)(ii)(B), all Capital Securities shall bear a Restricted Capital
Securities Legend:

               (i) subject to the following Clauses of this Section 5.5(c), a
         Capital Security or any portion thereof that is exchanged, upon
         transfer or otherwise, for a Global Capital Security or any portion
         thereof shall bear the Restricted Capital Securities Legend while
         represented thereby;

               (ii) subject to the following Clauses of this Section 5.5(c), a
         new Capital Security which is not a Global Capital Security which is
         issued in exchange for another Capital Security (including a Global
         Capital Security) or any portion thereof, upon transfer or otherwise,
         shall, if such new Capital Security is required to be issued in the
         form of a Restricted Capital Security, bear a Restricted Capital
         Securities Legend;

<PAGE>

               (iii) a new Capital Security (other than a Global Capital
         Security) that does not bear a Restricted Capital Securities Legend may
         be issued in exchange for or in lieu of a Restricted Capital Security
         or any portion thereof that bears such a legend if, in the Depositor's
         judgment, placing such a legend upon such new Capital Security is not
         necessary to ensure compliance with the registration requirements of
         the Securities Act, and the Property Trustee, at the written direction
         of the Issuer Trust in the form of an Officers' Certificate, shall
         authenticate and deliver such new Capital Security as provided in this
         Article V;

               (iv) notwithstanding the foregoing provisions of this Section
         5.5(c), a Successor Capital Security Certificate of a Capital Security
         that does not bear a Restricted Capital Securities Legend shall not
         bear such form of legend unless the Depositor has reasonable cause to
         believe that such Successor Capital Security Certificate is a
         "restricted security" within the meaning of Rule 144 under the
         Securities Act, in which case the Property Trustee, at the written
         direction of the Issuer Trust in the form of an Officers' Certificate,
         shall authenticate and deliver a new Capital Security bearing a
         Restricted Capital Securities Legend in exchange for such Successor
         Capital Security Certificate as provided in this Article V; and

               (v) Junior Subordinate Debentures distributed to a holder of
         Capital Securities upon dissolution of the Issuer Trust shall bear a
         Restricted Capital Securities Legend if the Capital Securities so
         held bear a similar legend.

         (d) Exchange of Capital Securities. The Capital Securities may be
         exchanged for Exchange Capital Securities pursuant to the terms of the
         Exchange Offer. In such an exchange, the Property Trustee shall make
         the exchange as follows:

         The Depositor shall present the Property Trustee with an Officer's
         Certificate certifying as follows:

               (i) Upon issuance of the Exchange Capital Securities, the
         transactions contemplated by the Exchange Offer have been consummated;
         and

               (ii) the number of Capital Securities properly tendered in the
         Exchange Offer that are represented by a Global Capital Security and
         the number of Capital Securities properly tendered in the Exchange
         Offer that are represented by definitive Capital Securities, the name
         of each Holder of such definitive Capital Securities, the Liquidation
         Amount of Capital Securities properly tendered in the Exchange Offer by
         each such Holder and the name and address to which definitive Capital
         Securities for Exchange Capital Securities shall be registered and sent
         for each such Holder.

         The Property Trustee, upon receipt of (i) such Officers' Certificate
         and (ii) an Opinion of Counsel (x) to the effect that the Exchange
         Capital Securities have been registered under the Securities Act and
         the Trust Agreement has been qualified under the Trust Indenture Act
         and (y) with respect to the matters set forth in the Registration
         Rights Agreement, shall authenticate (A) a Global Capital Security
         representing the Exchange Capital Securities in aggregate Liquidation
         Amount equal to the aggregate Liquidation Amount of the Capital
         Securities so exchanged represented by a Global Capital Security
         indicated in such Officers' Certificate and (B) definitive Capital
         Securities representing the Exchange Capital Securities registered in
         the names of, and in the Liquidation Amounts indicated in such
         Officers' Certificate.


<PAGE>

         If, upon consummation of the Exchange Offer, less than all the then
         outstanding Capital Securities shall have properly tendered and not
         withdrawn, the Property Trustee shall make an endorsement on the Global
         Capital Security representing such untendered Capital Securities
         indicating the reduction in the number and aggregate Liquidation Amount
         represented thereby as a result of the Exchange Offer.

         (e) All Trust Securities shall be dated their date of authentication.

         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,
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 Certificate, as if originally issued, whether or not the lost,
stolen or destroyed Trust Securities Certificate shall be found at any time.

         The provisions of this Section 5.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, destroyed, lost or stolen Trust Securities Certificates.

         SECTION 5.7. PERSONS DEEMED HOLDERS.

         The Issuer Trustees, the Administrators or the Securities Registrar
shall treat the Person in whose name any Trust Securities are issued as the
owner of such Trust Securities for the purpose of receiving Distributions and
for all other purposes whatsoever (subject to the record date provisions
hereof), and none of the Issuer Trustees, the Administrators nor the Securities
Registrar shall be bound by any notice to the contrary.

<PAGE>

         SECTION 5.8. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

         At any time when the Property Trustee is not also acting as the
Securities Registrar, the Depositor shall furnish or cause to be furnished to
the Property Trustee, semiannually not more than 15 days after March 15 and
September 15, of each year beginning with September 15, 1998, and at such other
times as the Property Trustee may request in writing within 30 days after
receipt by the Depositor of any such request, a list, in such form as the
Property Trustee may reasonably require containing all information in the
possession or control of the Depositor, or any Paying Agent or any registrar of
the Trust Securities other than the Property Trustee, as to the names and
addresses of the Holders obtained (in the case of each list other than the first
list) since the date as of which the next previous list was furnished. Any such
list may be dated as of a date not more than fifteen days prior to the time such
information is furnished or caused to be furnished, and need not include
information received after such date. The rights of Holders to communicate with
other Holders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding obligations and rights of the
Property Trustee, shall be as provided in the Trust Indenture Act. 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
Corporate Trust Office at 450 West 33rd Street, 15th Floor, New York, New York
10001, Attention: Corporate Trustee Administration Department, as its corporate
trust office for such purposes. The Property Trustee shall give prompt written
notice to the Depositor, the Administrators and to 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 or any additional Paying Agent
appointed by the Property Trustee 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.

<PAGE>

         SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         At the Closing Time, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the Common
Securities, and the Depositor or any such successor Holder may transfer the
Common Securities only (i) in connection with a consolidation or merger of the
Depositor into another entity 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 (ii) 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 attempted transfer of the Common Securities, other than as set forth
in the immediately preceding sentence, 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 THE DEPOSITOR OR
AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11
OF THE TRUST AGREEMENT."

         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
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 ownership 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, as provided herein, will
be fully paid and nonassessable by the Issuer Trust. Except as otherwise
provided in Section 4.8, 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.

<PAGE>

         (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,

                     (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

<PAGE>

               (ii) all Debenture Events of Default 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. 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(1)
or 5.1(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.9 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), 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.

      The holders of a Majority in Liquidation Amount of the Capital Securities
at the time Outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred on the Property Trustee with
respect to the Capital Securities; PROVIDED, HOWEVER, that, the Property Trustee
shall have the right to decline to follow any such direction if the Property
Trustee being advised by counsel determines that the action so directed may not
lawfully be taken, or if the Property Trustee in good faith shall determine that
the proceedings so directed would be illegal or involve it in personal liability
or be unduly prejudicial to the rights of Holders of Capital Securities not
parties to such direction, and PROVIDED FURTHER that nothing in this Trust
Agreement shall impair the right of the Property Trustee to take any action
deemed proper by the Property Trustee and which is not inconsistent with such
direction by such Holders.

<PAGE>


                                   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 Debenture Trustee, or executing any trust or power
conferred on the Property 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.
Subject to Section 8.2, 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 Trustee 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 other than as a grantor trust for United
States Federal income tax purposes.

<PAGE>

         (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, winding-up or termination
of the Issuer 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, except as otherwise provided in
Section 10.2(c). 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 other than as 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.

         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.

         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 the Capital Securities.

         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 $1,000 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

<PAGE>

         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 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 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.

         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.

<PAGE>

         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 any Issuer Trustee or Administrator receiving the same deems
sufficient.

         The ownership of Trust Securities shall be proved by the Securities
Register.

         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.

         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.

         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.

         A Holder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Issuer Trust, any Issuer Trustee, any Administrator or
any person or entity.

         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.

<PAGE>


                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE
AND THE DELAWARE TRUSTEE.

         The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

         (a) The Property Trustee is a banking corporation with corporate trust
powers, duly organized, validly existing and in good standing under the laws of
New York, with corporate trust power and authority to execute and deliver, and
to carry out and perform its obligations under the terms of this Trust
Agreement.

         (b) The execution, delivery and performance by the Property Trustee of
this Trust Agreement has been duly authorized by all 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).

         (c) 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.

         (d) At the Closing Time, the Property Trustee has not knowingly created
any liens or encumbrances on the Trust Securities.

         (e) No consent, approval or authorization of, or registration with or
notice to, any New York State or federal banking authority governing the banking
or trust powers of the Property Trustee is required for the execution, delivery
or performance by the Property Trustee, of this Trust Agreement.

         (f) The Delaware Trustee is duly organized, validly existing and in
good standing under the laws of the State of Delaware, with corporate trust
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Trust Agreement.

         (g) 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).

<PAGE>

         (h) 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.

         (i) No consent, approval or authorization of, or registration with or
notice to any Delaware or federal banking authority governing the trust powers
of the Delaware Trustee is required for the execution, delivery or performance
by the Delaware Trustee, of this Trust Agreement.

         (j) 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 DEPOSITOR.

         The Depositor hereby represents and warrants for the benefit of the
Holders that:

         (a) the Trust Securities Certificates issued at the Closing Time 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 Trust 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 Administrators or 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. 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 an Issuer Trustee from liability for its own negligent action,
its own negligent failure to act, 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.

<PAGE>

         (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 its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that neither the Issuer Trustees nor
the Administrators are personally liable to it 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 or waiving 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 this Trust Agreement or Section 5.13 of the Indenture), the Property Trustee
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:

<PAGE>

                     (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;

               (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

<PAGE>

               (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. EVENTS OF DEFAULT; WAIVER.

         The Holders of a Majority in Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past Event of Default and its consequences, except a default described in
clause (b) or (c) of the definition of "Event of Default" contained in Section
1.1, a default in respect of a covenant or provision which under this Trust
Agreement cannot be modified or amended without the consent of the Holder of
each Outstanding Capital Security or a Debenture Event of Default that the
Holders of a Majority in Liquidation Amount of the Capital Securities would not
be entitled to waive pursuant to Section 5.13(b). 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 Trust
Agreement, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent therefrom.

         SECTION 8.3. 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 assigned
to its Corporate Trust Office, 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.

         (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.

         SECTION 8.4. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

<PAGE>

         (a) the Property Trustee may conclusively 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 Property Trustee, 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; 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 8.4(e) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement in
accordance with the standard specified in Section 8.1(c);

         (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;

<PAGE>

         (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;

         (j) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor or
the Administrators; and

         (k) the Property Trustee shall not be charged with knowledge of an
Event of Default unless an officer of the Property Trustee assigned to its
Corporate Trust Office obtains actual knowledge of such event or the Property
Trustee receives written notice of such event from the Depositor, any
Administrator or Holders holding a Majority in Liquidation Amount of the Capital
Securities.

         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 8.5. 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.

         SECTION 8.6. 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 8.9 and
8.14, 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.

<PAGE>

         SECTION 8.7. COMPENSATION; INDEMNITY; FEES.

         The Depositor, as borrower, 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 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, penalty, expense or claim of any
kind or nature whatsoever 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.

         The provisions of this Section 8.7 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 8.7.

         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 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.

<PAGE>

         SECTION 8.8. 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 VIII. 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 8.9. 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.

         (b) The Guarantee and the Indenture shall be deemed to be sufficiently
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 8.10. CO-TRUSTEES AND SEPARATE TRUSTEE.

<PAGE>

         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. If the Depositor or
the Administrators do not join in such appointment within 15 days after the
receipt by them of a request to do so, or in case a Debenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have the power
to make such appointment. 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, provided, that, if a Debenture Event of Default shall have
occurred and be continuing the Property Trustee may execute any such instrument
on behalf of the Depositor as its agent and attorney-in-fact therefor.

         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 Certificates shall be authenticated by the
Property Trustee, and the Trust Securities Certificates shall be authenticated
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.

<PAGE>

         (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, provided, that, if a Debenture Event of Default shall
have occurred and be continuing the Property Trustee may execute any such
instruments or agreements on behalf of the Depositor as its agent and
attorney-in-fact therefor. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section
8.10.

         (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 8.11. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of any Issuer Trustee (the "Relevant
Trustee") and no appointment of a successor Issuer 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 8.12.

         Subject to the immediately preceding paragraph, an Issuer Trustee may
resign at any time by giving written notice thereof to the Holders and the
Depositor. If the instrument of acceptance by the successor Issuer Trustee
required by Section 8.12 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 competent court of
the State of Delaware for the appointment of a successor Issuer Trustee.

         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 (including upon the
occurrence of an Event of Default described in subparagraph (e) of the
definition thereof with respect to the Relevant Trustee), or (ii) if a Debenture
Event of Default shall have occurred and be continuing at any time.

         If a Relevant Trustee shall resign, 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 Depositor shall appoint a successor Relevant
Trustee. Within one year after the appointment by the Depositor of a successor
Relevant Trustee, 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 Relevant Trustee, may appoint a
successor Relevant Trustee, and such successor Relevant Trustee shall comply
with the applicable requirements of Section 8.12 and the successor Relevant
Trustee appointed by the Depositor shall be superseded. If no successor Trustee
shall have been so appointed by the Depositor or the Holders of the Capital
Securities and accepted appointment in the manner required by Section 8.12, 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 Trustee.

<PAGE>

         The Property Trustee shall give notice of each resignation and each
removal of a Relevant Trustee and each appointment of a successor 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.

         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 (a) the unanimous act of the remaining Administrators if there are
at least two of them or (b) otherwise by the Depositor (with the successor in
each case being a Person who satisfies the eligibility requirement for Delaware
Trustee, set forth in Section 8.8).

         SECTION 8.12. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each such successor Relevant Trustee with
respect to the Trust Securities shall execute, acknowledge and deliver an
amendment hereto wherein each successor Relevant 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 Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Issuer Trust, and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on request of the Issuer Trust or any
successor Relevant Trustee such retiring Relevant Trustee shall, upon payment of
its charges, duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

         Upon request of any such successor Relevant Trustee, the Issuer Trust
and the Depositor shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Relevant Trustee all such
rights, powers and trusts referred to above.

<PAGE>

         No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be eligible
under this Article VIII.

         SECTION 8.13. 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 VIII, without the execution or filing
of any paper or any further act on the part of any of the parties hereto.

         SECTION 8.14. 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) only if
this Trust Agreement is subject to the Trust Indenture Act.

         SECTION 8.15. 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.

<PAGE>

         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 to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 8.16. REPORTS BY PROPERTY TRUSTEE.

         (a) Not later than January 15 of each year commencing with January 15,
1999, 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 November 15 concerning the Property Trustee and its actions under this
Trust Agreement if and as may be required pursuant to Section 313(a) of the
Trust Indenture Act.

         (b) In addition the Property Trustee shall transmit to Holders such
other 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.

         (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 8.17. 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 (if any) and the compliance
certificate required by Section 314(a)(4) of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act. 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, such
compliance certificate to be delivered annually on or before May 1 of each year
beginning in 1998.

         SECTION 8.18. 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.
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.

<PAGE>

         SECTION 8.19. 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 case, the number of
Issuer Trustees may 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 annul, dissolve or terminate the Issuer Trust.

         SECTION 8.20. 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; and

         (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 8.21. APPOINTMENT OF ADMINISTRATORS.

         (a) The Administrators shall be appointed by the Holders of a Majority
in Liquidation Amount of the Common Securities and may be removed by the Holders
of a Majority in Liquidation Amount of the Common Securities or may resign at
any time. Upon any resignation or removal, the Depositor shall appoint a
successor Administrator. Each Administrator shall execute this Trust Agreement
thereby agreeing to comply with, and be legally bound by, all of the terms,
conditions and provisions 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 8.21, the Administrators in office, regardless of
their number (and notwithstanding any other provision of this Agreement), shall
have all the powers granted to the Administrators and shall discharge all the
duties imposed upon the Administrators by this Trust Agreement.

<PAGE>

         (c) Notwithstanding the foregoing, or any other provision of this Trust
Agreement, in the event any Administrator who is a natural person dies or
becomes, in 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 set forth in Section 8.8).

         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 pursuant to an Early Termination Event, the
Issuer Trust shall automatically dissolve on April 1, 2029 (the "EXPIRATION
DATE"), and thereafter the Trust Property shall be distributed in accordance
with Section 9.4.

         SECTION 9.2. EARLY DISSOLUTION.

         The first to occur of any of the following events is an "EARLY
TERMINATION EVENT" and shall cause dissolution of the Issuer Trust.

         (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 relating to the Depositor for
relief in a voluntary or involuntary case under Chapter 7 or Chapter 11 of the
United States Bankruptcy Code or any other similar state or federal law now or
hereafter in effect 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 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 Holders of the Common Securities);

         (c) the repayment of all of the Capital Securities in connection with
the redemption of all the Junior Subordinated Debentures; and

<PAGE>

         (d) the entry of an order for dissolution of the Issuer Trust by a
court of competent jurisdiction.

         SECTION 9.3. TERMINATION.

         As soon as is practicable after the occurrence of an event referred to
in Section 9.1 or 9.2, and upon the completion of the winding-up and liquidation
of the Issuer Trust, the Administrators and the Issuer Trustees (each of whom is
hereby authorized to take such action) shall file a certificate of cancellation
with the Secretary of State of the State of Delaware terminating the Issuer
Trust and, upon such filing, the respective obligations and responsibilities of
the Issuer Trustees, the Administrators and the Issuer Trust created and
continued hereby shall terminate, except as otherwise required by law or this
Trust Agreement.

         SECTION 9.4. LIQUIDATION.

         (a) If an Early Termination Event specified in clause (a), (b) or (d)
of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
wound-up and liquidated by the Property Trustee as expeditiously as the Property
Trustee determines to be possible by distributing, after paying or making
reasonable provision to pay all claims and obligations of the Issuer Trust in
accordance with Section 3808(e) of the Delaware Business Trust Act, 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.

<PAGE>

         (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 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 Termination Event specified in clause (c) of
Section 9.2 occurs, the Issuer Trust shall be dissolved, and the Trust Property
shall be liquidated, by the Property Trustee in such manner as the Property
Trustee determines. 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 paying or making reasonable
provision to pay all claims and obligations of the Issuer Trust in accordance
with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the
aggregate of 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 dissolution, 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.

         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. 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 Issuer Trustees, 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 (i) such successor entity either (a) expressly assumes all of the
obligations of the Issuer Trust with respect to the Capital Securities or (b)
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, (ii) a trustee of such successor entity possessing the
same powers and duties as the Property Trustee is appointed to hold the Junior
Subordinated Debentures, (iii) 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, (iv) 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,
(v) such successor entity has a purpose substantially identical to that of the
Issuer Trust, (vi) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Property Trustee has received an
Opinion of Counsel from independent counsel experienced in such matters to the
effect that (a) 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 (b) 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 (vii) the Depositor or
any permitted transferee to whom it has transferred the Common Securities
hereunder owns all of the securities of such successor entity that are
equivalent to the Common Securities and guarantees the obligations of such
successor under the Successor Capital Securities at least to the extent provided
by the Guarantee. 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 other than as a grantor trust for United States
Federal income tax purposes. Any merger agreement or similar agreement shall be
executed by the Administrators on behalf of the Trust.

<PAGE>


                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

         Except as set forth in Section 9.2, the death or incapacity of any
person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such person or any Holder for such person, to claim
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.

<PAGE>

         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, (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 other than as 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
or (iii) in accordance with the requirements of Section 8.12.

         (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 affect the Issuer Trust's being
taxable as a grantor trust for United States Federal income tax purposes or
cause the Issuer Trust to lose its exemption from status as 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 other than as 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 and the Administrators, this Trust
Agreement may not be amended in a manner which imposes any additional obligation
on the Depositor or the Administrators.

<PAGE>

         (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 or otherwise. 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) The Administrators shall give notice to the Holders of each
amendment to this Trust Agreement, provided, however, that any failure by the
Administrators to deliver, or any defect in, such notice, shall not affect the
validity or effectiveness of any such amendment.

         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 SHALL GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR
ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE
SHALL NOT BE APPLICABLE TO THE HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE
ISSUER TRUSTEES, THE ADMINISTRATORS OR THIS TRUST AGREEMENT ANY PROVISION OF THE
LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS OTHER
THAN THE DELAWARE BUSINESS TRUST ACT THAT RELATE TO OR REGULATE, IN A MANNER
INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL
BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B)
AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR
EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE ISSUER TRUSTEES OR
THE ADMINISTRATOR AS SET FORTH OR REFERENCED IN THIS TRUST AGREEMENT. SECTION
3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE ISSUER TRUST.
NOTWITHSTANDING THE FOREGOING, THE IMMUNITIES AND STANDARD OF CARE OF THE
PROPERTY TRUSTEE IN CONNECTION WITH THE ADMINISTRATION OF ITS TRUSTS AND DUTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

<PAGE>

         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)), 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.

         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.

         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, (a) 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 (b) in the case of the Holder of Common
Securities or the Depositor, to City Holding Company, 25 Gatewater Road, Cross
Lanes, West Virginia 25313, Attention: Robert A. Henson, facsimile no.: (304)
769-1111 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.

<PAGE>

         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 Issuer Trust, the Property Trustee, the Delaware Trustee or the
Administrators shall be given in writing addressed (until another address is
published by the Issuer Trust) as follows: (a) with respect to the Property
Trustee to The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York,
New York, 10001, Attention: Corporate Trustee Administration Department; (b)
with respect to the Delaware Trustee to Chase Manhattan Bank Delaware, 1201
Market Street, Wilmington, Delaware 19801, Attention: Corporate Trustee
Administration Department; (c) with respect to the Administrators, to them at
the address above for notices to the Depositor, marked "Attention: Office of the
Chief Financial Officer" and (d) with respect to the Issuer Trust to City
Holding Capital Trust c/o City Holding Company, 25 Gatewater Road, Cross Lanes,
West Virginia 25313, Attention: Robert A. Henson. 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.

         Each of the Issuer Trustees, 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
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 Issuer Trust 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 may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

<PAGE>

         SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

         (a) TRUST INDENTURE ACT; APPLICATION. (i) This Trust Agreement is
intended to be in conformity with the provisions of the Trust Indenture Act that
would be required to be part of this Trust Agreement were this Trust Agreement
to be qualified under the Trust Indenture Act 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) if any provision of this Trust Agreement
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
Trust Agreement as so modified or excluded, as the case may be, (iv) 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 (v) 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) DISCLOSURE 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 AND THE
INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF
THE GUARANTEE 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.

                                    * * * *
<PAGE>

         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 Trust Agreement
to be duly executed, all as of the day and year first above written.




<PAGE>






                                    CITY HOLDING COMPANY
                                    as Depositor


                                    By:   /s/ Robert A. Henson
                                          ---------------------
                                    Name: Robert A. Henson
                                    Title:Chief Financial Officer



                                    THE CHASE MANHATTAN BANK,
                                    as Property Trustee, and not in its
                                    individual capacity


                                    By:   /s/ Anne G. Brenner
                                          -------------------
                                    Name: Anne G. Brenner
                                    Title:Vice President



                                    CHASE MANHATTAN BANK DELAWARE,
                                    as Delaware Trustee, and not
                                    in its individual capacity


                                    By:   /s/ Denis Kelly
                                          ---------------
                                    Name: Denis Kelly
                                    Title:Trust Officer


Agreed to and Accepted by,



/s/ Robert A. Henson
    ----------------
Name: Robert A. Henson
Title:Administrator


/s/ Michael D. Dean
    ---------------
Name: Michael D. Dean
Title:Administrator


<PAGE>














                                                                     EXHIBIT A




               [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE]



<PAGE>



                                                                     EXHIBIT B



               [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT]



<PAGE>



                                                                     EXHIBIT C



               THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT 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

                           City Holding Capital Trust

                            _____% Common Securities
                (liquidation amount $1,000 per Common Security)


         City Holding Capital Trust, a statutory business trust formed under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that City
Holding Company (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 ____%
Common Securities (liquidation amount $1,000 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 __________, 1998, as the same may be amended
from time to time (the "Trust Agreement") among City Holding Company, as
Depositor, The Chase Manhattan Bank, as Property Trustee, Chase Manhattan Bank
Delaware, 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 or registered office.

<PAGE>

         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 ________, 1998.

                                    CITY HOLDING CAPITAL TRUST



                                    By:   ______________________________
                                    Name:
                                          ADMINISTRATOR




Certificate of Authentication:

This is one of the Common Securities referred to in the within-mentioned Trust
Agreement.

THE CHASE MANHATTAN BANK,
  as Property Trustee



By:   ________________________
Name:
      Authorized Officer



<PAGE>



                                                                       EXHIBIT D
                         CAPITAL SECURITIES CERTIFICATE


         [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 City Holding Capital Trust 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 Cede & Co. or 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.]

[If the Capital Security is to be a Restricted Capital Security,  {Insert}]

         THE CAPITAL SECURITIES EVIDENCED HEREBY AND ANY JUNIOR SUBORDINATED
DEBENTURES ISSUABLE IN CONNECTION THEREWITH HAVE NOT BEEN AND WILL NOT BE
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
THE INITIAL PURCHASER, (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
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 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) AND (B) BY
SUBSEQUENT PURCHASERS 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 ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE
HOLDER OF THIS CAPITAL SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS CAPITAL SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 FOR RESALES OF THE CAPITAL SECURITIES OR ANY JUNIOR SUBORDINATED
DEBENTURES DISTRIBUTABLE TO HOLDERS OF THE CAPITAL SECURITIES.]

<PAGE>

         THE CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 (100 CAPITAL
SECURITIES). ANY SUCH TRANSFER OF CAPITAL SECURITIES IN A BLOCK HAVING A
LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO
THE RECEIPT OF DISTRIBUTIONS OF SUCH CAPITAL SECURITIES, AND SUCH TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH CAPITAL SECURITIES.

         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 PROVIDED BY 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. ANY PURCHASER OR HOLDER OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY
INTEREST HEREIN THAT IS A PLAN OR A PLAN ASSET ENTITY OR IS PURCHASING SUCH
SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" WILL BE DEEMED TO HAVE REPRESENTED
BY ITS PURCHASE AND HOLDING HEREOF THAT (A) 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, (B) THE DEPOSITOR
AND THE ADMINISTRATORS ARE NOT "FIDUCIARIES" WITHIN THE MEANING OF SECTION 3(21)
OF ERISA AND THE REGULATIONS THEREUNDER, WITH RESPECT TO SUCH PERSON'S INTEREST
IN THE CAPITAL SECURITIES OR THE JUNIOR SUBORDINATED DEBENTURES, AND (C) IN
PURCHASING THE CAPITAL SECURITIES SUCH PERSON APPROVES THE PURCHASE OF THE
JUNIOR SUBORDINATED DEBENTURES AND THE APPOINTMENT OF THE ISSUER TRUSTEES.



<PAGE>



                                                                    [INITIAL]*
CERTIFICATE NUMBER                                AGGREGATE LIQUIDATION AMOUNT

       P-__   ______________________
                                                          (CAPITAL SECURITIES)

                           CUSIP NO. ________________

                   CERTIFICATE EVIDENCING CAPITAL SECURITIES

                                       OF

                           CITY HOLDING CAPITAL TRUST

                           _____% CAPITAL SECURITIES

                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)


     City Holding Capital Trust, a statutory business trust formed under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
                     (the "Holder") is the registered owner of [the aggregate
Liquidation Amount of Capital Securities of the Issuer Trust specified in
Schedule I hereto]* [Dollars ($ ) aggregate Liquidation Amount of capital
securities of the Issuer Trust]** representing a preferred undivided beneficial
interest in the assets of the Issuer Trust and designated the City Holding
Capital Trust _____% Capital Securities (liquidation amount $1,000 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 __________ __, 1998,
as the same may be amended from time to time (the "Trust Agreement"), among City
Holding Company, as Depositor, The Chase Manhattan Bank, as Property Trustee,
Chase Manhattan Bank Delaware, 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 City Holding Company, a West Virginia corporation, and
The Chase Manhattan Bank, as Guarantee Trustee, dated as of __________ __, 1998
(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 or registered office.

- --------
      * Insert in Global Capital Security Certificate

      ** Insert in Non-Global Capital Security Certificate

<PAGE>

         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 __________, ______.

                                    CITY HOLDING CAPITAL TRUST



                                    By:      _________________________________
                                    Name:
                                    ADMINISTRATOR


Certificate of Authentication

This is one of the Capital Securities referred to in the within-mentioned Trust
Agreement.

THE  CHASE MANHATTAN BANK,
     as Property Trustee



By: ________________________
   Name:
   Authorized Officer


<PAGE>



                                  Schedule I*

The initial Liquidation Amount of Capital Securities evidenced by this Global
Capital Securities Certificate is $_______.

     Changes in Liquidation Amount of Global Capital Securities Certificate

    Date        Liquidation Amount by    Liquidation Amount of   Notation Made
                which Global Capital        Global Capital           by
               Securities Certificate   Securities Certificate
                is Being Increased or      After Increase or     
                  Decreased                Decrease               




* Insert in Global Capital Security Certificate




<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security 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.



<PAGE>









                                  
                                                                     EXHIBIT E



              [Form of Restricted Securities Certificate]

                   RESTRICTED SECURITIES CERTIFICATE

                  (For transfers pursuant to ss. 5.5(b)
                        of the Trust Agreement)


[--------------------------],
 as Security Registrar
[address]

         Re:   _____% Capital Securities of
               City Holding Capital Trust (the "Trust")
               (the "Capital Securities")

         Reference is made to the Amended and Restated Trust Agreement, dated as
of __________ __, 1998 (the "Trust Agreement"), among City Holding Company, as
Depositor, The Chase Manhattan Bank, as Property Trustee and Chase Manhattan
Bank Delaware, as Delaware Trustee, and the Holders (as defined therein) from
time to time. Terms used herein and defined in the Trust Agreement or in
Regulation D, Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

         This certificate relates to $__________ aggregate Liquidation Amount of
Capital Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

         CUSIP No(s).____________________________

         CERTIFICATE No(s).______________________

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER."
The Specified Securities 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
Capital 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 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 as:

<PAGE>

         (1) Rule 144A Transfers. If the transfer is being effected in
     accordance with Rule 144A:

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

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

         (2) Rule 904 Transfers. If the transfer is being effected in accordance
     with Rule 904:

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

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

              (C) either:

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

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

<PAGE>

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

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

         (3) Rule 144 Transfers. If the transfer is being effected pursuant to
     Rule 144:

              (A) the transfer is occurring after a holding period of at least
              two years (computed in accordance with paragraph (d) of Rule 144
              or such shorter time as may be provided therein) has elapsed since
              the date the Specified Securities were acquired from the Depositor
              or the Trust or from an affiliate (as such term is defined in Rule
              144) of the Depositor or the Trust, 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;

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

              (C) the Owner is a "QUALIFIED INSTITUTIONAL BUYER" within the
              meaning of Rule 144A, and is transferring the Securities to an
              institution that is an "accredited investor" within the meaning of
              Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
              Securities Act in a transaction exempt from the registration
              requirements of the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trust and the Initial Purchaser.



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

<PAGE>


                                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.)




                             GUARANTEE AGREEMENT


                                   Between


                             CITY HOLDING COMPANY
                                (as Guarantor)


                                     and


                           THE CHASE MANHATTAN BANK
                            (as Guarantee Trustee)


                                 dated as of


                                March 31, 1998



<PAGE>



                           CITY HOLDING CAPITAL TRUST

            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.

<PAGE>

                                     
                               TABLE OF CONTENTS

                                                                          Page

ARTICLE I.       DEFINITIONS
      Section 1.1.     Definitions........................................   2

ARTICLE II.      TRUST INDENTURE ACT
      Section 2.1.     Trust Indenture Act; Application...................   5
      Section 2.2.     List of Holders....................................   6
      Section 2.3.     Reports by the Guarantee Trustee...................   6
      Section 2.4.     Periodic Reports to the Guarantee Trustee..........   6
      Section 2.5.     Evidence of Compliance with Conditions Precedent...   6
      Section 2.6.     Events of Default; Waiver..........................   7
      Section 2.7.     Event of Default; Notice...........................   7
      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............................................   8
      Section 3.2.     Certain Rights of Guarantee Trustee................   9
      Section 3.3.     Indemnity..........................................  11
      Section 3.4.     Expenses...........................................  11

ARTICLE IV.      GUARANTEE TRUSTEE
      Section 4.1.     Guarantee Trustee; Eligibility.....................  12
      Section 4.2.     Appointment, Removal and Resignation
                       of the Guarantee Trustee...........................  12

ARTICLE V.       GUARANTEE
      Section 5.1.     Guarantee..........................................  13
      Section 5.2.     Waiver of Notice and Demand........................  13
      Section 5.3.     Obligations Not Affected...........................  14
      Section 5.4.     Rights of Holders..................................  15
      Section 5.5.     Guarantee of Payment...............................  15
      Section 5.6.     Subrogation........................................  15
      Section 5.7.     Independent Obligations............................  16

ARTICLE VI.      COVENANTS AND SUBORDINATION
      Section 6.1.     Subordination......................................  16
      Section 6.2.     Pari Passu Guarantees..............................  16

ARTICLE VII.     TERMINATION
      Section 7.1.     Termination........................................  16


<PAGE>

ARTICLE VIII.    MISCELLANEOUS
      Section 8.1.     Successors and Assigns.............................  17
      Section 8.2.     Amendments.........................................  17
      Section 8.3.     Notices............................................  17
      Section 8.4.     Benefit............................................  18
      Section 8.5.     Interpretation.....................................  19
      Section 8.6.     Governing Law......................................  19
      Section 8.7.     Counterparts.......................................  19


<PAGE>


                          GUARANTEE AGREEMENT

            This GUARANTEE AGREEMENT, dated as of March 31, 1998, is
executed and delivered by CITY HOLDING COMPANY, a West Virginia
corporation (the "Guarantor") having its principal office at 25
Gatewater Road, Cross Lanes, West Virginia 25313, and THE CHASE
MANHATTAN BANK, a New York 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 City Holding Capital Trust, a Delaware statutory business trust (the
"Issuer Trust").

            WHEREAS, pursuant to an Amended and Restated Trust
Agreement (the "Trust Agreement"), dated as of March 31, 1998, among
City Holding Company, as Depositor, The Chase Manhattan Bank, as
Property Trustee (the "Property Trustee"), Chase Manhattan Bank
Delaware, as Delaware Trustee (the "Delaware Trustee") (collectively,
the "Issuer Trustees") and the Holders from time to time of preferred
undivided beneficial ownership interests in the assets of the Issuer
Trust, the Issuer Trust is issuing $30,000,000 aggregate Liquidation
Amount (as defined herein) of its 9.15% Capital Securities, Liquidation
Amount $1,000 per capital security (the "Capital Securities"),
representing preferred undivided beneficial ownership 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 9.15% Junior Subordinated
Deferrable Interest Debentures due April 1, 2028 (the "Junior
Subordinated Debentures") of the Guarantor which will be deposited with
The Chase Manhattan Bank, as Property Trustee under the Trust
Agreement, as trust assets; and

            WHEREAS, as incentive for the Holders to purchase the
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 the
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.

<PAGE>

                         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
as in effect on the date hereof.

            "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.

            "Distributions" means preferential cumulative cash
distributions accumulating from March 31, 1998 and payable semiannually
in arrears on April 1 and October 1 of each year, commencing October 1,
1998, at an annual rate of 9.15% of the Liquidation Amount.

            "Event of Default" means (i) a default by the Guarantor in
any of its payment obligations under this Guarantee Agreement, or
(ii) 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: (i) 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, (ii)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 (iii)upon a voluntary or involuntary
termination, winding-up or liquidation of the Issuer Trust, unless the
Junior Subordinated Debentures are distributed to the Holders, the
lesser of (a)the aggregate of 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 (b)the amount of assets of the Issuer Trust
remaining available for distribution to Holders on liquidation of the
Issuer Trust (in either case, the "Liquidation Distribution").

<PAGE>

            "Guarantee Trustee" means The Chase Manhattan Bank, 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 March 31, 1998, between City Holding Company and The Chase
Manhattan Bank, 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.

            "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.

<PAGE>

            "Liquidation Amount" means the stated amount of $1,000 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 a certificate signed by the
Chief Executive Officer, President, Executive Vice President or a
Senior Vice President or Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the
Company, 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 (other than pursuant
to Section 2.4) 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.

            "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 and the stated maturity of the Junior
Subordinated Debentures shall be a Redemption Date for a Like Amount of
Capital Securities.

<PAGE>

            "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, vice president, assistant vice
president, assistant treasurer, assistant secretary, Senior Trust
Officer, Trust Officer 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.

            "Successor Guarantee Trustee" means a successor Guarantee
Trustee possessing the qualifications to act as Guarantee Trustee under
Section4.1.

            "Trust Agreement" means the Amended and Restated Trust
Agreement, dated as of March 31, 1998, executed by City Holding
Company, as Depositor, Chase Manhattan Bank Delaware, as Delaware
Trustee, and The Chase Manhattan Bank, as Property Trustee.

            "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. (Sections) 77aaa-77bbbb), as amended.

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


                    ARTICLE II. TRUST INDENTURE ACT

      SECTION 2.1.      Trust Indenture Act; Application.

            This Guarantee Agreement is intended to be in conformity
with the provisions of the Trust Indenture Act that would be required
to be part of this Guarantee Agreement were this Guarantee Agreement to
be qualified under the Trust Indenture Act and shall, to the extent
applicable, and unless otherwise provided herein, be governed by such
provisions.  If and to the extent that any provision of this Guarantee
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.  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.

<PAGE>

      SECTION 2.2.      List of Holders.

            (a)   The Guarantor will furnish or cause to be furnished
to the Guarantee Trustee a list of Holders at the following times:

                  (i)  semiannually, not more than 15 days after March
15 and September 15 in each year, a list, in such form as the Guarantee
Trustee may reasonably require, of the names and addresses of the
Holders as of March 15 and September 15; 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.

            Not later than 60 days after November 15 of each year,
commencing November 15, 1998, the Guarantee Trustee shall provide to
the Holders such reports dated as of such November 15, if any, as are
required by Section313(a) of the Trust Indenture Act in the form and
in the manner provided by Section313 of the Trust Indenture Act.  The
Guarantee Trustee shall also comply with the requirements of
Section313(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 Section314 of the Trust Indenture Act and the compliance
certificate required by Section314(a)(4) of the Trust Indenture Act,
in the form, in the manner and at the times required by Section314 of
the Trust Indenture Act.

<PAGE>

      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 Section314(c) of the Trust Indenture Act.  Any
certificate or opinion required to be given by an officer pursuant to
Section314(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, 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, notice 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 from the Guarantor or a Holder of such Event of Default.

      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 Section310(b) of the Trust Indenture
Act.

<PAGE>


    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 a Holder exercising his or her rights pursuant to
Section5.4(iv) 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 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
Section2.6), 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 (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

<PAGE>

                        (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 Section3.1:

                  (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.

<PAGE>

                  (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.

<PAGE>

                  (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
request instructions from the Holders of a Majority in Liquidation
Amount of the Capital Securities, (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 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  Compensation.

      The Guarantor agrees to pay to the Guarantee 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)  and to
reimburse the Guarantee Trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Guarantee
Trustee in accordance with any provision of this Guarantee Agreement.

      SECTION 3.4.      Indemnity.

            The Guarantor agrees to indemnify the Guarantee Trustee
for, and to hold it harmless against, any loss, liability or expense
incurred without negligence, willful misconduct or bad faith on the
part of the Guarantee Trustee, arising out of or in connection with the
acceptance or administration of this Guarantee Agreement, 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.  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.

<PAGE>


                     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 Section310(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 Sectionand 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 Section4.1(a), the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in
Section4.2(c).

            (c)   If the Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section310(b) of the
Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section310(b) of the Trust
Indenture Act, subject to the penultimate paragraph thereof.

      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 Guarantor and the Holders.  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.

<PAGE>

            (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 a Guarantee Trustee shall resign, 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
Guarantor shall appoint a successor Guarantee Trustee.  Within one year
after the appointment by the Guarantor of a successor Guarantee
Trustee, 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, may appoint a successor Guarantee Trustee and the successor
Guarantee Trustee appointed by the Guarantor shall be superseded.  If
no Successor Guarantee Trustee shall have been so appointed by the
Guarantor or 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.

                          ARTICLE V. GUARANTEE

      SECTION 5.1.      Guarantee.

            The Guarantor irrevocably and unconditionally agrees to pay
in full 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.

<PAGE>

            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;

            (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 Section5.3 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.

<PAGE>

      SECTION 5.4.      Rights of Holders.

            The Guarantor expressly acknowledges that: (i)this
Guarantee Agreement will be deposited with the Guarantee Trustee to be
held for the benefit of the Holders; (ii)the Guarantee Trustee has the
right to enforce this Guarantee Agreement on behalf of the Holders;
(iii)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, provided, however, that, subject to Section 3.1, the
Guarantee Trustee shall have the right to decline to follow any such
direction if the Guarantee Trustee being advised by counsel determines
that the action so directed may not lawfully be taken, or if the
Guarantee Trustee in good faith shall, by a Responsible Officer or
Officers of the Guarantee Trustee, determine that the proceedings so
directed would be illegal or involve it in personal liability or be
unduly prejudicial to the rights of the Holders not party to such
direction, and provided further that nothing in this Guarantee
Agreement shall impair the right of the Guarantee Trustee to take any
action deemed proper by the Guarantee  Trustee and which is not
inconsistent with such direction; and (iv)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
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.

<PAGE>

      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
Section5.3 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 any other trust similar to 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 (i)full payment of the Redemption Price
of all Capital Securities, (ii)the distribution of Junior Subordinated
Debentures to the Holders in exchange for all of the Capital
Securities, (iii)full payment of the amounts payable in accordance
with Article IX of the Trust Agreement upon liquidation of the Issuer
Trust, or (iv) the exchange of this Guarantee Agreement for the
Exchange Guarantee Agreement, provided, that, all Private Capital
Securities shall have been exchanged for Exchange Capital Securities
pursuant to the Exchange Offer.  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  required
to restore payment of any sums paid under the Capital Securities or
this Guarantee Agreement.

<PAGE>


                      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 or
consents 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 with receipt
confirmed, or mailed by first class mail as follows:

<PAGE>

            (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 Guarantee Trustee and the Holders:

            City Holding Company
            25 Gatewater Road
            Cross Lanes, West Virginia 25313
            Facsimile No.:  (304) 769-1111
            Attention:  Robert A. Henson

            (b)   if given to the Issuer Trust at the Issuer Trust's
(and the Guarantee Trustee's) address or telecopy number set forth
below or such other address or telecopy number or to the attention of
such other Person as the Issuer Trust or the Guarantee Trustee may give
notice to the Guarantee Trustee (if given by the Issuer Trust) and the
Holders:

            City Holding Capital Trust
            c/o City Holding Company
            25 Gatewater Road
            Cross Lanes, West Virginia 25313
            Facsimile No.:  (304) 769-1111
            Attention:  Robert A. Henson

            with a copy to:

            The Chase Manhattan Bank
            450 West 33rd Street, 15th Floor
            New York, NY  10001
            Facsimile No.:  (212) 946-8160
            Attention:  Corporate Trustee Administration

            (c)   if given to the Guarantee Trustee, 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 Guarantee
Trustee may give notice to the Guarantor and the Holders:

            The Chase Manhattan Bank
            450 West 33rd Street, 15th Floor
            New York, NY  10001
            Facsimile No.: (212) 946-8160
            Attention:  Corporate Trustee Administration

<PAGE>

            (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.

      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 Section1.1;

            (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.

<PAGE>

      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.


<PAGE>


THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.


                             CITY HOLDING COMPANY
                             as Guarantor


                             By:   /s/ Robert A. Henson
                                   --------------------
                                   Name:  Robert A. Henson
                                   Title: Chief Financial Officer



                             THE CHASE MANHATTAN BANK,
                             as Guarantee Trustee, and not
                             in its individual capacity



                             By:   /s/ Anne G. Brenner
                                   -------------------
                                   Name:  Anne G. Brenner
                                   Title: Vice President






                                                                     Exhibit 4.7



                         REGISTRATION RIGHTS AGREEMENT

                              Dated March 31, 1998



                                     among


                             CITY HOLDING COMPANY,

                           CITY HOLDING CAPITAL TRUST



                                      and


                          WHEAT FIRST SECURITIES, INC.
                              as Initial Purchaser



<PAGE>



                         REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of March 31, 1998 among CITY HOLDING COMPANY, a registered bank holding
company organized under the laws of the State of West Virginia (the "Company"),
CITY HOLDING CAPITAL TRUST, a statutory business trust created under the laws of
the state of Delaware (the "Issuer Trust"), and WHEAT FIRST SECURITIES, INC.
(the "Initial Purchaser").

      This Agreement is made pursuant to the Purchase Agreement dated March 31,
1998 (the "Purchase Agreement"), among the Company, as issuer of the 9.150%
Junior Subordinated Deferrable Interest Debentures due April 1, 2028 (the
"Junior Subordinated Debentures"), the Issuer Trust and the Initial Purchaser,
which provides for among other things, the sale by the Issuer Trust to the
Initial Purchaser of 30,000 of the Issuer Trust's 9.150% Capital Securities,
liquidation amount $1,000 per Capital Security (the "Capital Securities"), the
proceeds of which will be used by the Issuer Trust to purchase the Junior
Subordinated Debentures. The Capital Securities, together with the Junior
Subordinated Debentures and the Company's guarantee of the Capital Securities
(the "Guarantee") are collectively referred to as the "Securities." In order to
induce the Initial Purchaser to enter into the Purchase Agreement, the Company
and the Issuer Trust have agreed to provide to the Initial Purchaser and its
direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1.    Definitions.   As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

      "Advice" shall have the meaning set forth in the last paragraph of Section
3 hereof.

      "Applicable  Period"  shall have the meaning  set forth in Section  3(t)
hereof.

      "Business Day" shall mean a day that is not a Saturday, a Sunday, or a day
on which banking institutions in New York, New York or in Charleston, West
Virginia, are authorized or required to be closed.

      "Closing  Time" shall mean the Closing  Time as defined in the  Purchase
Agreement.

      "Commission" shall mean the Securities and Exchange Commission.

      "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

      "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Issuer Trust; provided, however, that such
depositary must have an address in the Borough of Manhattan, in The City of New
York.

<PAGE>

      "Effectiveness  Period" shall have the meaning set forth in Section 2(b)
hereof.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

      "Exchange Offer" shall mean the offer by the Company and the Issuer Trust
to the Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like principal amount of Exchange Securities pursuant
to Section 2(a) hereof.

      "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

      "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

      "Exchange  Period"  shall have the  meaning  set forth in  Section  2(a)
hereof.

      "Exchange Securities" shall mean (i) with respect to the Junior
Subordinated Debentures, the 9.150% New Junior Subordinated Deferrable Interest
Debentures due April 1, 2028 (the "New Junior Subordinated Debentures")
containing terms substantially identical to the Junior Subordinated Debentures
(except that they will not contain terms with respect to the transfer
restrictions under the Securities Act (other than to require minimum transfers
thereof to be in blocks of $100,000 principal amount) and will not provide for
any liquidated damages thereon), (ii) with respect to the Capital Securities,
the Issuer Trust's 9.150% New Capital Securities, liquidation amount $1,000 per
Capital Security (the "New Capital Securities") which will have terms
substantially identical to the Capital Securities (except that they will not
contain terms with respect to transfer restrictions under the Securities Act
(other than require minimum transfers thereof to be in blocks of $100,000
liquidation amount) and will not provide for any increase in the distribution
rate thereon) and (iii) with respect to the Guarantee, the Company's guarantee
(the "New Guarantee") of the New Capital Securities which will have terms
substantially identical to the Guarantee.

      "Holder" shall mean the Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture or the Trust Agreement.

      "Indenture" shall mean the Junior Subordinated Indenture dated as of March
31, 1998 relating to the Junior Subordinated Debentures and the New Junior
Subordinated Debentures between the Company, as issuer, and The Chase Manhatten
Bank, as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

      "Initial  Purchaser" shall have the meaning set forth in the preamble to
this Agreement.

<PAGE>

      "Inspectors" shall have the meaning set forth in Section 3(n) hereof.

      "Issue Date" shall mean the date of original issuance of the Securities.

      "Liquidated  Damages"  shall have the meaning set forth in Section  2(e)
hereof.

      "Majority Holders" shall mean the Holders of a majority of the aggregate
liquidation amount of outstanding Capital Securities.

      "Participating  Broker-Dealer"  shall  have  the  meaning  set  forth in
Section 3(t) hereof.

      "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability company, or a government or
agency or political subdivision thereof.

      "Private  Exchange"  shall have the  meaning  set forth in Section  2(a)
hereof.

      "Private Exchange Securities" shall have the meaning set forth in Section
2(a) hereof.

      "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference therein.

      "Purchase  Agreement"  shall have the meaning set forth in the  preamble
to this Agreement.

      "Records" shall have the meaning set forth in Section 3(n) hereof.

      "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities or Private
Exchange Securities, as the case may be, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Securities or
Private Exchange Securities for the exchange or resale thereof, as the case may
be, shall have been declared effective under the Securities Act and such
Securities or Private Exchange Securities, as the case may be, shall have been
exchanged or disposed of pursuant to such Registration Statement, (ii) such
Securities or Private Exchange Securities, as the case may be, shall have been
sold to the public pursuant to Rule 144(k) (or any similar provision then in
force, but not Rule 144A) under the Securities Act, or (iii) such Securities or
Private Exchange Securities, as the case may be, shall have ceased to be
outstanding or (iv) with respect to the Securities, such Securities shall have
been exchanged for Exchange Securities upon consummation of the Exchange Offer
and are thereafter freely tradeable by the holder thereof (other than an
affiliate of the Company).

<PAGE>

      "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all Commission or National Association of Securities
Dealers, Inc. (the "NASD") registration and filing fees, including, if
applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities) and compliance with the rules of
the NASD, (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing the Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sales agreements and other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) the fees and disbursements of counsel for the Company and of the independent
certified public accountants of the Company, including the expenses of any "cold
comfort" letters required by or incident to such performance and compliance,
(vi) the fees and expenses of the Trustee, and any exchange agent or custodian,
(vii) all fees and expenses incurred in connection with the listing, if any, of
any of the Registrable Securities on any securities exchange or exchanges, and
(viii) the reasonable fees and expenses of any special experts retained by the
Company in connection with the Registration Statement.

      "Registration Statement" shall mean any registration statement of the
Company and the Issuer Trust which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

      "Rule 144(k) Period" shall mean the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or similar successor rule)) commencing on the Issue Date.

      "Securities"  shall have the meaning  set forth in the  preamble to this
Agreement.

      "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

      "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

      "Shelf Registration Event" shall have the meaning set forth in Section
2(b) hereof.

      "Shelf Registration Event Date" shall have the meaning set forth in
Section 2(b) hereof.

      "Shelf Registration Statement" shall mean a "shelf registration" statement
of the Company and the Issuer Trust pursuant to the provisions of Section 2(b)
hereof which covers all of the Registrable Securities or all of the Private
Exchange Securities, as the case may be, on an appropriate form under Rule 415
under the Securities Act, or any similar rule that may be adopted by the
Commission, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

<PAGE>

      "TIA" shall have the meaning set forth in Section 3(l) hereof.

      "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of March 31, 1998, by the trustees named therein, the Company as
depositor and the holders from time to time of undivided beneficial interests in
the assets of the Issuer Trust.

      "Trustees" shall mean any and all trustees with respect to (i) the Capital
Securities under the Trust Agreement, (ii) the Junior Subordinated Debentures
under the Indenture and (iii) the Guarantee.

      2.    Registration Under the Securities Act.

            (a) Exchange Offer. To the extent not prohibited by any applicable
law or applicable interpretation of the staff of the Commission, the Company and
the Issuer Trust shall, for the benefit of the Holders, at the Company's cost,
use their respective best efforts to (i) cause to be filed with the Commission
within 150 days after the Issue Date an Exchange Offer Registration Statement on
an appropriate form under the Securities Act covering the Exchange Offer, (ii)
cause such Exchange Offer Registration Statement to be declared effective under
the Securities Act by the Commission not later than the date which is 180 days
after the Issue Date, and (iii) keep such Exchange Offer Registration Statement
effective for not less than 30 Business Days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the
Holders. Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and the Issuer Trust shall promptly commence the Exchange Offer and
use their respective best efforts to enable each Holder eligible and electing to
exchange Registrable Securities for a like principal amount of New Junior
Subordinated Debentures or a like liquidation amount of New Capital Securities,
together with the New Guarantee, as applicable (assuming that such Holder is not
an affiliate of the Company within the meaning of Rule 405 under the Securities
Act and is not a broker-dealer tendering Registrable Securities acquired
directly from the Company for its own account, acquires the Exchange Securities
in the ordinary course of such Holder's business and has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities) to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and under state securities or blue sky laws.

            In connection with the Exchange Offer, the Company and the Issuer
Trust shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
      of the Exchange Offer Registration Statement, together with an appropriate
      letter of transmittal and related documents;

<PAGE>

                  (ii) keep the Exchange Offer open for acceptance for a period
      of not less than 30 days after the date notice thereof is mailed to the
      Holders (or longer if required by applicable law) (such period referred to
      herein as the "Exchange Period");

                  (iii) utilize the services of the Depositary for the Exchange
      Offer;

                  (iv) permit Holders to withdraw tendered Securities at any
      time prior to the close of business, New York City time, on the last
      Business Day of the Exchange Period, by sending to the institution
      specified in the notice, a telegram, telex, facsimile transmission or
      letter setting forth the name of such Holder, the principal amount of
      Securities delivered for exchange, and a statement that such Holder is
      withdrawing his election to have such Securities exchanged;

                  (v) notify each Holder that any Security not tendered by such
      Holder in the Exchange Offer will remain outstanding and continue to
      accrue interest or accumulate distributions, as the case may be, but will
      not retain any rights under this Agreement (except in the case of the
      Initial Purchaser and Participating Broker-Dealers as provided herein);
      and

                  (vi) otherwise comply in all respects with all applicable laws
      relating to the Exchange Offer.

      If the Initial Purchaser determines upon advice of its outside counsel
that it is not eligible to participate in the Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment in the
initial distribution, as soon as practicable upon receipt by the Company and the
Issuer Trust of a written request from such Initial Purchaser, the Company and
the Issuer Trust, as applicable, shall issue and deliver to such Initial
Purchaser in exchange (the "Private Exchange") for the Securities held by such
Initial Purchaser, a like liquidation amount of New Capital Securities of the
Issuer Trust, together with the New Guarantee, or a like principal amount of the
Junior Subordinated Debentures of the Company, as applicable, that are identical
(except that such securities may bear a customary legend with respect to
restrictions on transfer pursuant to the Securities Act) to the Exchange
Securities (the "Private Exchange Securities") and which are issued pursuant to
the Indenture, the Trust Agreement or the Guarantee (which provides that the
Exchange Securities will not be subject to the transfer restrictions set forth
in the Indenture or the Trust Agreement, as applicable (other than to require
minimum transfers thereof to be in blocks of $100,000 principal amount or
liquidation amount, as the case may be), and that the Exchange Securities, the
Private Exchange Securities and the Securities will vote and consent together on
all matters as one class and that neither the Exchange Securities, the Private
Exchange Securities nor the Securities will have the right to vote or consent as
a separate class on any matter). The Private Exchange Securities shall be of the
same series as the Exchange Securities and the Company and the Issuer Trust will
seek to cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the
Private Exchange Securities as for the Exchange Securities issued pursuant to
the Exchange Offer.

<PAGE>

      As soon as practicable after the close of the Exchange Offer and, if
applicable, the Private Exchange, the Company and the Issuer Trust, as the case
requires, shall:

            (i) accept for exchange all Securities or portions thereof tendered
      and not validly withdrawn pursuant to the Exchange Offer or the Private
      Exchange;

            (ii) deliver, or cause to be delivered, to the applicable Trustee
      for cancellation all Securities or portions thereof so accepted for
      exchange by the Company; and

            (iii) issue, and cause the applicable Trustee under the Indenture,
      the Trust Agreement or the Guarantee, as applicable, to promptly
      authenticate and deliver to each Holder, new Exchange Securities or
      Private Exchange Securities, as applicable, equal in principal amount to
      the principal amount of the Junior Subordinated Debentures or equal in
      liquidation amount to the liquidation amount to the Capital Securities
      (together with the guarantee thereof) as are surrendered by such Holder.

      Distributions on each New Capital Security and interest on each New Junior
Subordinated Debenture issued pursuant to the Registered Exchange Offer and
Distributions or interest, as the case may be, on each Private Exchange Security
issued in the Private Exchange will accrue from the last date on which a
Distribution or interest was paid on the Capital Security or the Junior
Subordinated Debenture surrendered in exchange therefore or, if no Distribution
or interest has been paid on such Capital Security or Junior Subordinated
Debenture, from the Issue Date. To the extent not prohibited by any law or
applicable interpretation of the staff of the Commission, the Company and the
Issuer Trust shall use their best efforts to complete the Exchange Offer as
provided above, and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the staff of the Commission. Each Holder of
Registrable Securities who wishes to exchange such Registrable Securities for
Exchange Securities in the Exchange Offer will be required to make certain
customary representations in connection therewith, including, in the case of any
Holder of Capital Securities, representations that (i) it is not an affiliate of
the Issuer Trust or the Company, (ii) the Exchange Securities to be received by
it were acquired in the ordinary course of its business and (iii) at the time of
the Exchange Offer, it has no arrangement with any person to participate in the
distribution (within the meaning of the Securities Act) of the New Capital
Securities. The Company and the Issuer Trust shall inform the Initial Purchaser,
after consultation with the Trustee, of the names and addresses of the Holders
to whom the Exchange Offer is made, and the Initial Purchaser shall have the
right to contact such Holders and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.

      Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Securities that are Private
Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Company and the Issuer Trust shall have no further
obligation to register the Registrable Securities (other than Private Exchange
Securities) pursuant to Section 2(b) of this Agreement.

<PAGE>

            (b) Shelf Registration. In the event that: (i) the Company, the
Issuer Trust or the Majority Holders reasonably determine, after conferring with
counsel, that the Exchange Offer Registration provided in Section 2(a) above is
not available because of any change in law or in currently prevailing
interpretations of the staff of the Commission; (ii) the Company has received an
opinion of counsel, rendered by a law firm having a recognized national tax
practice, to the effect that, as a result of the consummation of the Exchange
Offer, there is more than an insubstantial risk that (x) the Issuer Trust would
be subject to United States federal income tax with respect to income received
or accrued on the Junior Subordinated Debentures or New Junior Subordinated
Debentures, (y) interest payable by the Company on such Junior Subordinated
Debentures or New Junior Subordinated Debentures would not be deductible by the
Company, in whole or in part, for United States federal income tax purposes, or
(z) the Issuer Trust would be subject to more than a de minimis amount of other
taxes, duties or other governmental charges; (iii) the Exchange Offer
Registration Statement is not declared effective within 180 days of the Issue
Date; or (iv) upon notice from any Holder on or before the 20th Business Day
following the consummation of the Exchange Offer that (A) it is prohibited by
law or Commission policy from participating in the Exchange Offer, (B) it may
not resell the New Capital Securities, the New Guarantee and the New Junior
Subordinated Debentures acquired by it in the Exchange Offer to the public
without delivering a prospectus and that the prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales or (C) it is a broker-dealer and owns Capital Securities acquired
directly from the Issuer Trust or an affiliate of the Issuer Trust, (any of the
events specified in clauses (i) through (iv) being a "Shelf Registration Event"
and the date of occurrence thereof, the "Shelf Registration Event Date"), the
Company and the Issuer Trust shall, at their cost, use their respective best
efforts to cause to be filed as promptly as practicable after such Shelf
Registration Event Date, as the case may be, and, in event, within 45 days after
such Shelf Registration Event Date (which shall be no earlier than 75 days after
the Closing Time), a Shelf Registration Statement providing for the sale by the
Holders of all of the Registrable Securities, and shall use their respective
best efforts to have such Shelf Registration Statement declared effective by the
Commission as soon as practicable. No Holder of Registrable Securities shall be
entitled to include any of its Registrable Securities in any Shelf Registration
pursuant to this Agreement unless and until such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder and
furnishes to the Company and the Issuer Trust in writing, within 15 days after
receipt of a request therefor, such information as the Company and the Issuer
Trust may, after conferring with counsel with regard to information relating to
Holders that would be required by the Commission to be included in such Shelf
Registration Statement or Prospectus included therein, reasonably request for
inclusion in the Shelf Registration Statement or Prospectus included therein.
Each Holder as to which any Shelf Registration is being effected agrees to
furnish to the Company and the Issuer Trust all information with respect to such
Holder necessary to make the information previously furnished to the Company by
such Holder not materially misleading.

<PAGE>

      The Company and the Issuer Trust agree to use their respective best
efforts to keep the Shelf Registration Statement continuously effective for the
Rule 144(k) Period (subject to extension pursuant to the last paragraph of
Section 3 hereof) or for such shorter period which will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding
(the "Effectiveness Period"). The Company and the Issuer Trust shall not permit
any securities other than Registrable Securities to be included in the Shelf
Registration. The Company and the Issuer Trust will, in the event a Shelf
Registration Statement is declared effective, provide to each Holder a
reasonable number of copies of the Prospectus which is a part of the Shelf
Registration Statement, notify each such Holder when the Shelf Registration has
become effective and use their respective best efforts to take certain other
actions as are required to permit certain unrestricted resales of the
Registrable Securities. The Company and the Issuer Trust further agree, if
necessary, to supplement or amend the Shelf Registration Statement, if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder for shelf registrations,
and the Company and the Issuer Trust agree to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the Commission.

            (c) Expenses. The Company, as issuer of the Junior Subordinated
Debentures, shall pay all Registration Expenses in connection with any
Registration Statement pursuant to Section 2(a) or 2(b) hereof and will
reimburse the Initial Purchaser for the reasonable fees and disbursements of
Alston & Bird LLP, counsel for the Initial Purchaser, incurred in connection
with the Exchange Offer and, if applicable, the Private Exchange, and either
Alston & Bird LLP or any one other counsel designated in writing by the Majority
Holders to act as counsel for the Holders of the Registrable Securities in
connection with a Shelf Registration Statement, which other counsel shall be
reasonably satisfactory to the Company. Except as provided herein, each Holder
shall pay all expenses of its counsel, underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

            (d) Effective Registration Statement. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) will not be deemed to have become effective unless it
has been declared effective by the Commission; provided, however, that if, after
it has been declared effective, the offering of Registrable Securities pursuant
to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the Commission or any other
governmental agency or court, such Registration Statement will be deemed not to
have been effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume. The Company and the Issuer Trust will be deemed not to have used their
best efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if either of them voluntarily takes any action that
would result in such any Registration Statement not being declared effective or
in the Holders of Registrable Securities covered thereby not being able to
exchange or offer and sell such Registrable Securities during that period unless
such action is required by applicable law.

<PAGE>

            (e) Additional Interest. In the event that:

                  (i) (A) neither the Exchange Offer Registration Statement nor
            a Shelf Registration Statement is filed with the Commission on or
            prior to the 150th day after the Issue Date or (B) notwithstanding
            that the Company and the Issuer Trust have consummated or will
            consummate an Exchange Offer, the Company and the Issuer Trust are
            required to file a Shelf Registration Statement and such Shelf
            Registration Statement is not filed on or prior to the date required
            by Section 2(b) hereof, then commencing on the day after the
            applicable required filing date, liquidated damages shall accrue on
            the principal amount of the Junior Subordinated Debentures and, if
            the Exchange Offer has been consummated, the New Junior Subordinated
            Debentures, and additional Distributions shall accumulate on the
            liquidation amount of the Capital Securities and, if the Exchange
            Offer has been consummated, the New Capital Securities, each at a
            rate of 0.25% per annum; or

                  (ii) (A) neither the Exchange Offer Registration Statement nor
            a Shelf Registration Statement is declared effective by the
            Commission on or prior to the 180th day after the Issue Date or (B)
            notwithstanding that the Company and the Issuer Trust have
            consummated or will consummate an Exchange Offer, the Company and
            the Issuer Trust are required to file a Shelf Registration Statement
            and such Shelf Registration Statement is not declared effective by
            the Commission on or prior to the 30th day after the date such Shelf
            Registration Statement was required to be filed, then, commencing on
            the 181st day after the Issue Date, liquidated damages shall accrue
            on the principal amount of the Junior Subordinated Debentures and,
            if the Exchange Offer has been consummated, the New Junior
            Subordinated Debentures, and additional Distributions shall
            accumulate on the liquidation amount of the Capital Securities and,
            if the Exchange Offer has been consummated, the New Capital
            Securities, each at a rate of 0.25% per annum; or

                  (iii) (A) the Issuer Trust has not exchanged New Capital
            Securities for all Capital Securities validly tendered for exchange
            by their respective Holders or the Company has not exchanged the New
            Guarantee or New Junior Subordinated Debentures for the Guarantee or
            Junior Subordinated Debentures validly tendered, in accordance with
            the terms of the Exchange Offer on or prior to the 30th day after
            the date on which the Exchange Offer Registration Statement was
            declared effective or (B) if applicable, the Shelf Registration
            Statement has been declared effective and such Shelf Registration
            Statement ceases to be effective at any time prior to the expiration
            of the Rule 144(k) Period (other than after such time as all Capital
            Securities have been disposed of thereunder or otherwise cease to be
            Registrable Securities), then liquidated damages shall accrue on the
            principal amount of the Junior Subordinated Debentures and, if the
            Exchange Offer has been consummated, the New Junior Subordinated
            Debentures, and additional Distributions shall accumulate on the
            liquidation amount of the Capital Securities and, if the Exchange
            Offer has been consummated, the New Capital Securities, each at a
            rate of 0.25% per annum commencing on (x) the 31st day after such
            effective date, in the case of (A) above, or (y) the day such Shelf
            Registration Statement ceases to be effective in the case of (B)
            above;

<PAGE>

provided, however, that neither the liquidated damages on the Junior
Subordinated Debentures and any outstanding New Junior Subordinated Debentures,
nor the additional distribution rate on the liquidation amount of the Capital
Securities and any outstanding New Capital Securities, may exceed in the
aggregate 0.25% per annum; provided, further, however, that (1) upon the filing
of the Exchange Offer Registration Statement or a Shelf Registration Statement
(in the case of clause (i) above), (2) upon the effectiveness of the Exchange
Offer Registration Statement or a Shelf Registration Statement (in the case of
clause (ii) above), or (3) upon the exchange of New Capital Securities, the New
Guarantee and New Junior Subordinated Debentures for all Capital Securities, the
Guarantee and all Junior Subordinated Debentures tendered (in the case of clause
(iii)(A) above), or upon the effectiveness of the Shelf Registration Statement
which had ceased to remain effective (in the case of clause (iii)(B) above)
liquidated damages on the Junior Subordinated Debentures and any outstanding New
Junior Subordinated Debentures, and additional distributions on the liquidation
amount of the Capital Securities and any outstanding New Capital Securities as a
result of such clause (or relevant subclause thereof), as the case may be, shall
cease to accrue and accumulate.

      Any amounts of liquidated damages and additional distributions due
pursuant to Section 2(e)(i), (ii) or (iii) above ("Liquidated Damages"), will be
payable in cash on the next succeeding June 1 or December 1, as the case may be,
to Holders on the relevant record dates for the payment of interest and
distributions pursuant to the Indenture and the Trust Agreement, respectively.

            (f) Specific Enforcement. Without limiting the remedies available to
the Holders, the Company and the Issuer Trust acknowledge that any failure by
the Company or the Issuer Trust to comply with its obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Issuer Trust's obligations under
Section 2(a) and Section 2(b) hereof.

      3. Registration Procedures. In connection with the obligations of the
Company and the Issuer Trust with respect to the Registration Statements
pursuant to Sections 2(a) and 2(b) hereof, the Company and the Issuer Trust
shall use their best efforts to:

            (a) prepare and file with the Commission a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time period specified in Section 2 hereof on the appropriate form
under the Securities Act, which form (i) shall be selected by the Company and
the Issuer Trust, (ii) shall, in the case of a Shelf Registration, be available
for the sale of the Registrable Securities by the selling Holders thereof and,
in the case of an Exchange Offer, be available for the exchange of the
Registrable Securities, and (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the Commission to be filed therewith; and use their best
efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof, provided, however, that if (1)
such filing is pursuant to Section 2(b), or (2) a Prospectus contained in an
Exchange Offer Registration Statement filed pursuant to Section 2(a) is required
to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Securities, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company and the Issuer
Trust shall furnish to and afford the Holders of the Registrable Securities and
each Participating Broker-Dealer, as the case may be, covered by such
Registration Statement, their counsel and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed. The Company and the Issuer Trust shall not file
any Registration Statement or Prospectus or any amendments or supplements
thereto in respect of which the Holders must be afforded an opportunity to
review prior to the filing of such document if the Majority Holders or such
Participating Broker-Dealer, as the case may be, their counsel or the managing
underwriters, if any, shall reasonably object;

<PAGE>

            (b) prepare and file with the Commission such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the Effectiveness Period or the
Applicable Period, as the case may be; and cause each Prospectus to be
supplemented, if so determined by the Company or the Issuer Trust or requested
by the Commission, by any required prospectus supplement and as so supplemented
to be filed pursuant to Rule 424 (or any similar provision then in force) under
the Securities Act, and comply with the provisions of the Securities Act, the
Exchange Act and the rules and regulations promulgated thereunder applicable to
it with respect to the disposition of all securities covered by each
Registration Statement during the Effectiveness Period or the Applicable Period,
as the case may be, in accordance with the intended method or methods of
distribution by the selling Holders thereof described in this Agreement
(including sales by any Participating Broker-Dealer);

            (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities included in the Shelf Registration Statement, at least
three Business Days prior to filing, that a Shelf Registration Statement with
respect to the Registrable Securities is being filed and advising such Holder
that the distribution of Registrable Securities will be made in accordance with
the method selected by the Majority Holders; and (ii) furnish to each Holder of
Registrable Securities included in the Shelf Registration Statement and to each
underwriter of an underwritten offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Securities; and (iii)
consent to the use of the Prospectus or any amendment or supplement thereto by
each of the selling Holders of Registrable Securities included in the Shelf
Registration Statement in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto;

<PAGE>

            (d) in the case of a Shelf Registration, register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions by the time the applicable Registration Statement is
declared effective by the Commission as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten
offering of Registrable Securities shall reasonably request in writing in
advance of such date of effectiveness, and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder and
underwriter to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that the Company
and the Issuer Trust shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (ii) file any
general consent to service of process in any jurisdiction where it would not
otherwise be subject to such service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not then so subject;

            (e) in the case of (1) a Shelf Registration or (2) Participating
Broker-Dealers from whom the Company or the Issuer Trust has received prior
written notice that they will be utilizing the Prospectus contained in the
Exchange Offer Registration Statement as provided in Section 3(t) hereof, are
seeking to sell Exchange Securities and are required to deliver Prospectuses,
notify each Holder of Registrable Securities or such Participating
Broker-Dealers, as the case may be, their counsel and the managing underwriters,
if any, promptly and promptly confirm such notice in writing (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
Commission or any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for additional information after the
Shelf Registration Statement has become effective, (iii) of the issuance by the
Commission or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the qualification of the
Registrable Securities or the Exchange Securities to be offered or sold by the
Participating Broker-Dealer in any jurisdiction described in paragraph 3(d)
hereof or the initiation of any proceedings for that purpose, (iv) in the case
of a Shelf Registration, if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered thereby,
any of the representations and warranties of the Company and the Issuer Trust
contained in any purchase agreement, securities sales agreement or other similar
agreement shall cease to be true and correct in all material respects, (v) of
the happening of any event or the failure of any event to occur or the discovery
of any facts or otherwise, during the Effectiveness Period which makes any
statement made in such Registration Statement or the related Prospectus untrue
in any material respect or which causes such Registration Statement or
Prospectus to 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, and (vi) the Company and the Issuer Trust's reasonable determination
that a post-effective amendment to the Registration Statement would be
appropriate;

            (f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment;

<PAGE>

            (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities included within the coverage of such Registration
Statement, without charge, at least one conformed copy of each Registration
Statement relating to such Shelf Registration and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);

            (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and in such denominations (consistent with the
provisions of the Indenture and the Trust Agreement) and registered in such
names as the selling Holders or the underwriters may reasonably request at least
two Business Days prior to the closing of any sale of Registrable Securities
pursuant to such Shelf Registration Statement;

            (i) in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any circumstance contemplated by Section
3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, use its best efforts to prepare
a supplement or post-effective amendment to such Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities, such Prospectus will not contain any 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; and to notify each Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event;

            (j) in the case of a Shelf Registration, a reasonable time prior to
the filing of any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after the initial filing of a
Registration Statement, provide a reasonable number of copies of such document
to the Holders; and make such of the representatives of the Company and the
Issuer Trust as shall be reasonably requested by the Holders of Registrable
Securities or the Initial Purchaser on behalf of such Holders available for
discussion of such document;

            (k) obtain a CUSIP number for all New Capital Securities and the
Capital Securities (and if the Issuer Trust has made a distribution of the
Junior Subordinated Debentures or New Junior Subordinated Debentures to the
Holders of the Capital Securities, the Junior Subordinated Debentures), not
later than the effective date of an Exchange Offer Registration Statement, and
provide the Trustee with printed certificates for the Exchange Securities or the
Registrable Securities in a form eligible for deposit with the Depositary;

            (l) cause the Indenture, the Trust Agreement, the Guarantee, and the
New Guarantee to be qualified under the Trust Indenture Act of 1939 (the "TIA")
in connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, and effect such changes to such documents as may
be required for them to be so qualified in accordance with the terms of the TIA
and execute, and use its best efforts to cause the relevant trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the Commission to enable such documents to
be so qualified in a timely manner;

<PAGE>

            (m) in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten offerings
and take all such other appropriate actions as are reasonably requested in order
to expedite or facilitate the registration or the disposition of such
Registrable Securities, and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration, if requested by (x) the Initial Purchaser, in the case where such
Initial Purchaser holds Securities acquired by it as part of its initial
distribution and (y) other Holders of Securities covered thereby: (i) make such
representations and warranties to Holders of such Registrable Securities and the
underwriters (if any), with respect to the business of the Issuer Trust, the
Company and its subsidiaries as then conducted and the Shelf Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings, and confirm the same if and
when requested; (ii) obtain opinions of counsel to the Company and the Issuer
Trust and updates thereof (which may be in the form of a reliance letter) in
form and substance reasonably satisfactory to the managing underwriters (if any)
and the Holders of a majority in principal amount of the Registrable Securities
being sold, addressed to each selling Holder and the underwriters (if any)
covering the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such
underwriters (it being agreed that the matters to be covered by such opinions
may be subject to customary qualifications and exceptions); (iii) obtain "cold
comfort" letters and updates thereof in form and substance reasonably
satisfactory to the managing underwriters from the independent certified public
accountants of the Company and the Issuer Trust (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company and
the Issuer Trust or of any business acquired by the Company and the Issuer Trust
for which financial statements and financial data are, or are required to be,
included in the Shelf Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv)
if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 4 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Securities
covered by such Shelf Registration Statement and the managing underwriters or
agents) with respect to all parties to be indemnified pursuant to said Section
(including, without limitation, such underwriters and selling Holders). The
above shall be done at each closing under such underwriting agreement, or as and
to the extent required thereunder;

            (n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, make reasonably available for inspection by any selling
Holder of such Registrable Securities being sold or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Securities, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
properties of the Issuer Trust, the Company and its subsidiaries (collectively,
the "Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and
employees of the Issuer Trust, the Company and its subsidiaries to supply all
relevant information in each case reasonably requested by any such Inspector in
connection with such Shelf Registration Statement provided, however, that the
foregoing inspection and information gathering shall be coordinated by the
Initial Purchaser and, on behalf of the selling Holders of Registrable
Securities, by one counsel designated as described in Section 2(c) hereof.
Records which the Company and the Issuer Trust determine, in good faith, to be
confidential and any records which either of them notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the disclosure
of such Records is necessary to avoid or correct a material misstatement or
omission in such Registration Statement, (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction or is necessary in connection with any action, suit or proceeding
or (iii) the information in such Records has been made generally available to
the public. Each selling Holder of such Registrable Securities and each such
Participating Broker-Dealer will be required to agree in writing that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Issuer Trust or the Company unless and
until such is made generally available to the public. Each selling Holder of
such Registrable Securities and each such Participating Broker-Dealer will be
required to further agree in writing that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company at its expense to undertake appropriate action
to prevent disclosure of the Records deemed confidential;

<PAGE>

            (o) comply with all applicable rules and regulations of the
Commission so long as any provision of this Agreement shall be applicable and
make generally available to their respective security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) (i) commencing at the end
of any fiscal quarter in which Registrable Securities are sold to underwriters
in a firm commitment or best efforts underwritten offering and (ii) if not sold
to underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods;

            (p) upon consummation of an Exchange Offer or a Private Exchange, if
requested by a Trustee, obtain an opinion of counsel to the Company addressed to
the Trustee for the benefit of all Holders of Registrable Securities
participating in the Exchange Offer or the Private Exchange, as the case may be,
and which includes an opinion that (i) the Company or the Issuer Trust, as the
case requires, has duly authorized, executed and delivered the Exchange
Securities or the Private Exchange Securities, as the case may be, and (ii) each
of the Exchange Securities or the Private Exchange Securities, as the case may
be, constitute a legal, valid and binding obligation of the Company or the
Issuer Trust, as the case requires, enforceable against the Company or the
Issuer Trust, as the case requires, in accordance with their respective terms
(in each case, with customary exceptions);

<PAGE>

            (q) if an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Company or the
Issuer Trust, as applicable (or to such other Person as directed by the Company
or the Issuer Trust, respectively), in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be, mark, or cause to be
marked, on such Registrable Securities delivered by such Holders that such
Registrable Securities are being cancelled in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be; in no event
shall such Registrable Securities be marked as paid or otherwise satisfied;

            (r) cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;

            (s) use its best efforts to take all other steps necessary to effect
the registration of the Registrable Securities covered by a Registration
Statement contemplated hereby;

            (t) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," which section shall be reasonably acceptable to the Initial
Purchaser or another representative of the Participating Broker-Dealers, and
which shall contain a summary statement of the positions taken or policies made
by the staff of the Commission with respect to the potential "underwriter"
status of any broker-dealer (a "Participating Broker-Dealer") that holds
Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the Commission or such
positions or policies, in the reasonable judgment of the Initial Purchaser or
such other representative, represent the prevailing views of the staff of the
Commission, including a statement that any such broker-dealer who receives
Exchange Securities for Registrable Securities pursuant to the Exchange Offer
may be deemed a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company the notice referred to in Section 3(e), without charge,
as many copies of each Prospectus included in the Exchange Offer Registration
Statement, including any preliminary prospectus, and any amendment or supplement
thereto, as such Participating Broker-Dealer may reasonably request (each of the
Company and the Issuer Trust hereby consents to the use of the Prospectus
forming part of the Exchange Offer Registration Statement or any amendment or
supplement thereto by any Person subject to the prospectus delivery requirements
of the Securities Act, including all Participating Broker-Dealers, in connection
with the sale or transfer of the Exchange Securities covered by the Prospectus
or any amendment or supplement thereto), (iii) keep the Exchange Offer
Registration Statement effective and amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered by
all Persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such Persons must comply with such requirements
under the Securities Act and applicable rules and regulations in order to resell
the Exchange Securities; provided, however, that such period shall not be
required to exceed 90 days (or such longer period if extended pursuant to the
last sentence of Section 3 hereof) (the "Applicable Period"), and (iv) include
in the transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (x) the following
provision:

<PAGE>

            "If the exchange offeree is a broker-dealer holding Registrable
      Securities acquired for its own account as a result of market-making
      activities or other trading activities, it will deliver a prospectus
      meeting the requirements of the Securities Act in connection with any
      resale of Exchange Securities received in respect of such Registrable
      Securities pursuant to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the
Securities Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
the Company and the Issuer Trust agree to deliver to the Initial Purchaser or to
another representative of the Participating Broker-Dealers, if requested by such
Initial Purchaser or such other representative of the Participating
Broker-Dealers, on behalf of the Participating Broker-Dealers upon consummation
of the Exchange Offer (i) an opinion of counsel in form and substance reasonably
satisfactory to the Initial Purchaser or such other representative of the
Participating Broker-Dealers, covering the matters customarily covered in
opinions requested in connection with Exchange Offer Registration Statements and
such other matters as may be reasonably requested (it being agreed that the
matters to be covered by such opinion may be subject to customary qualifications
and exceptions), (ii) an officers' certificate containing certifications
substantially similar to those set forth in Section 5(f) of the Purchase
Agreement and such additional certifications as are customarily delivered in a
public offering of debt securities and (iii) as well as upon the effectiveness
of the Exchange Offer Registration Statement, a comfort letter, in each case, in
customary form if permitted by Statement on Auditing Standards No. 72.

      The Company or the Issuer Trust may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company or the Issuer Trust, as applicable, such information regarding such
seller as may be required by the staff of the Commission to be included in a
Registration Statement. The Company or the Issuer Trust may exclude from such
registration the Registrable Securities of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Securities of a seller who so fails to furnish such information.

<PAGE>

      In the case of (1) a Shelf Registration Statement or (2) Participating
Broker-Dealers who have notified the Company and the Issuer Trust that they will
be utilizing the Prospectus contained in the Exchange Offer Registration
Statement as provided in Section 3(t) hereof and are seeking to sell Exchange
Securities and are required to deliver Prospectuses, each Holder agrees that,
upon receipt of any notice from the Company or the Issuer Trust of the happening
of any event of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or
3(e)(vi) hereof, such Holder will forthwith suspend use of the Prospectus and
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof or until it is advised in
writing (the "Advice") by the Company and the Issuer Trust that the use of the
applicable Prospectus may be resumed, and, if so directed by the Company and the
Issuer Trust, such Holder will deliver to the Company or the Issuer Trust (at
the Company's or the Issuer Trust's expense, as the case requires) all copies in
such Holder's possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities or Exchange
Securities, as the case may be, current at the time of receipt of such notice.
If the Company or the Issuer Trust shall give any such notice to suspend the
disposition of Registrable Securities, or Exchange Securities, as the case may
be, pursuant to a Registration Statement, the Company and the Issuer Trust shall
use their best efforts to file and have declared effective (if an amendment) as
soon as practicable an amendment or supplement to the Registration Statement and
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days in the
period from and including the date of the giving of such notice to and including
the date when the Company and the Issuer Trust shall have made available to the
Holders (x) copies of the supplemented or amended Prospectus necessary to resume
such dispositions or (y) the Advice.

      4.    Indemnification and Contribution.

            (a) In connection with any Registration Statement, the Company and
the Issuer Trust shall, jointly and severally, indemnify and hold harmless the
Initial Purchaser, each Holder, each underwriter who participates in an offering
of the Registrable Securities, each Participating Broker-Dealer, each Person, if
any, who controls any of such parties within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and each of their respective
directors, officers, employees and agents, as follows:

                  (i) from and against any and all loss, liability, claim,
      damage and expense whatsoever, joint or several, as incurred, arising out
      of any untrue statement or alleged untrue statement of a material fact
      contained in any Registration Statement (or any amendment thereto),
      covering Registrable Securities or Exchange Securities, including all
      documents incorporated therein by reference, or the omission or alleged
      omission therefrom of a material fact required to be stated therein or
      necessary to make the statements therein not misleading or arising out of
      any untrue statement or alleged untrue statement of a material fact
      contained in any Prospectus (or any amendment or supplement thereto) or
      the omission or alleged omission therefrom of a material fact necessary in
      order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading;

<PAGE>

                  (ii) from and against any and all loss, liability, claim,
      damage and expense whatsoever, joint or several, as incurred, to the
      extent of the aggregate amount paid in settlement of any litigation, or
      any investigation or proceeding by any court or governmental agency or
      body, commenced or threatened, or of any claim whatsoever based upon any
      such untrue statement or omission, or any such alleged untrue statement or
      omission, if such settlement is effected with the prior written consent of
      the Company; and

                  (iii) from and against any and all expenses whatsoever, as
      incurred (including reasonable fees and disbursements of counsel chosen by
      such Holder, such Participating Broker-Dealer, or any underwriter (except
      to the extent otherwise expressly provided in Section 4(c) hereof)),
      reasonably incurred in investigating, preparing or defending against any
      litigation, or any investigation or proceeding by any court or
      governmental agency or body, commenced or threatened, or any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission, to the extent that any such expense
      is not paid under subparagraph (i) or (ii) of this Section 4(a);

provided, however, that (i) this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished in writing to the
Company or the Issuer Trust by such Holder, such Participating Broker-Dealer, or
any underwriter with respect to such Holder, Participating Broker-Dealer or any
underwriter, as the case may be, expressly for use in a Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) and (ii) the Company and the Issuer Trust shall not be liable to any
such Holder, Participating Broker-Dealer, any underwriter or controlling person,
with respect to any untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary Prospectus to the extent that any such loss,
liability, claim, damage or expense of any Holder, Participating Broker-Dealer,
any underwriter or controlling person results from the fact that such Holder,
any underwriter or Participating Broker-Dealer, sold Securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final Prospectus as then amended or supplemented if the
Company had previously furnished copies thereof to such Holder, underwriter, or
Participating Broker-Dealer, and the loss, liability, claim, damage or expense
of such Holder, underwriter, Participating Broker-Dealer, or controlling person
results from an untrue statement or omission of a material fact contained in the
preliminary Prospectus which was corrected in the final Prospectus. Any amounts
advanced by the Company or the Issuer Trust to an indemnified party pursuant to
this Section 4 as a result of such losses shall be returned to the Company or
the Issuer Trust if it shall be finally determined by such a court in a judgment
not subject to appeal or final review that such indemnified party was not
entitled to indemnification by the Company or the Issuer Trust.

<PAGE>

            (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Issuer Trust, any underwriter and the other
selling Holders and each of their respective directors, officers (including each
officer of the Company and the Issuer Trust who signed the Registration
Statement), employees and agents and each Person, if any, who controls the
Company, the Issuer Trust, any underwriter or any other selling Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all loss, liability, claim, damage and expense
whatsoever described in the indemnity contained in Section 4(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company or the Issuer Trust by such selling Holder with respect to such Holder
expressly for use in such Registration Statement (or any amendment thereto), or
any such Prospectus (or any amendment or supplement thereto); provided, however,
that, in the case of a Shelf Registration Statement, no such Holder shall be
liable for any amount hereunder in excess of the amount of net proceeds received
by such Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

            (c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability which it may have
under this Section 4, except to the extent that it is materially prejudiced by
such failure. An indemnifying party may participate at its own expense in the
defense of such action. If an indemnifying party so elects within a reasonable
time after receipt of such notice, an indemnifying party, severally or jointly
with any other indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it and reasonably acceptable to
the indemnified parties defendant in such action, provided, however, that if (i)
representation of such indemnified party by the same counsel would present a
conflict of interest or (ii) the actual or potential defendants in, or targets
of, any such action include both the indemnified party and the indemnifying
party and any such indemnified party reasonably determines that there may be
legal defenses available to such indemnified party which are different from or
in addition to those available to such indemnifying party, then in the case of
clauses (i) and (ii) of this Section 4(c) such indemnifying party and counsel
for each indemnifying party or parties shall not be entitled to assume such
defense. If an indemnifying party is not entitled to assume the defense of such
action as a result of the proviso to the preceding sentence, counsel for such
indemnifying party and counsel for each indemnified party or parties shall be
entitled to conduct the defense of such indemnified party or parties. If an
indemnifying party assumes the defense of such action, in accordance with and as
permitted by the provisions of this paragraph, such indemnifying parties shall
not be liable for any fees and expenses of counsel for the indemnified parties
incurred thereafter in connection with such action. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to local counsel), separate from its own counsel, for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 4 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional written release in form and substance
satisfactory to the indemnified parties of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

<PAGE>

            (d) Notwithstanding the last sentence of Section 4(c), if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for reasonable fees and expenses of counsel
pursuant to Section 4(a)(iii) above, such indemnifying party agrees that it
shall be liable for any settlement effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement; provided that an indemnifying party shall not be
liable for any such settlement effected without its consent if such indemnifying
party (1) reimburses such indemnified party in accordance with such request to
the extent it considers reasonable and (2) provides written notice to the
indemnified party substantiating the unpaid balance as unreasonable, in each
case prior to the date of such settlement.

            (e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company, the Issuer Trust,
and the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Issuer Trust, and the Holders, as incurred;
provided that no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person that was not guilty of such fraudulent misrepresentation. As between
the Company, the Issuer Trust, and the Holders, such parties shall contribute to
such aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement in such proportion as shall be
appropriate to reflect the relative fault of the Company and Issuer Trust, on
the one hand, and the Holders, on the other hand, with respect to the statements
or omissions which resulted in such loss, liability, claim, damage or expense,
or action in respect thereof, as well as any other relevant equitable
considerations. The relative fault of the Company and the Issuer Trust, on the
one hand, and of the Holders, on the other hand, 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 Company or the Issuer Trust, on the one
hand, or by or on behalf of the Holders, on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company, the Issuer Trust and the Holders of the
Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 4 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. For purposes of this Section 4, each
affiliate of a Holder, and each director, officer, employee, agent and Person,
if any, who controls a Holder or such affiliate within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Holder, and each director of each of the Company
or the Issuer Trust, each officer of each of the Company or the Issuer Trust who
signed the Registration Statement, and each Person, if any, who controls each of
the Company and the Issuer Trust within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as each of the Company or the Issuer Trust.

<PAGE>

      5. Participation in Underwritten Registrations. No Holder may participate
in any underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

      6. Selection of Underwriters. The Holders of Registrable Securities
covered by a Shelf Registration Statement who desire to do so may sell the
securities covered by such Shelf Registration in an underwritten offering. In
any such underwritten offering, the underwriter or underwriters and manager or
managers that will administer the offering will be selected by the Holders of a
majority in aggregate principal amount of the Registrable Securities included in
such offering; provided, however, that such underwriters and managers must be
reasonably satisfactory to the Company and the Issuer Trust.

      7.    Miscellaneous.

            (a) Rule 144 and Rule 144A. For so long as the Company or the Issuer
Trust is subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Securities remain outstanding, each of the
Company and the Issuer Trust, as the case may be, will use its best efforts to
file the reports required to be filed by it under the Securities Act and Section
13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the
Commission thereunder, or, if it ceases to be so required to file such reports,
it will, upon the request of any Holder of Registrable Securities (a) make
publicly available such information as is necessary to permit sales of their
securities pursuant to Rule 144 under the Securities Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales of their
securities pursuant to Rule 144A under the Securities Act and it will take such
further action as any Holder of Registrable Securities may reasonably request,
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, (ii) Rule 144A
under the Securities Act, as such rule may be amended from time to time, or
(iii) any similar rules or regulations hereafter adopted by the Commission. Upon
the request of any Holder of Registrable Securities, the Company or the Issuer
Trust, as the case may be, will deliver to such Holder a written statement as to
whether it has complied with such requirements.

<PAGE>

            (b) No Inconsistent Agreements. The Company or the Issuer Trust has
not entered into nor will the Company or the Issuer Trust on or after the date
of this Agreement enter into any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's or the Issuer Trust's other
issued and outstanding securities under any such agreements.

            (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Issuer Trust have obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or departure; provided no amendment,
modification or supplement or waiver or consent to the departure with respect to
the provisions of Section 4 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder of
Registrable Securities. Notwithstanding the foregoing sentence, (i) this
Agreement may be amended, without the consent of any Holder of Registrable
Securities, by written agreement signed by the Company, the Issuer Trust and the
Initial Purchaser, to cure any ambiguity, correct or supplement any provision of
this Agreement that may be inconsistent with any other provision of this
Agreement or to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be inconsistent with other
provisions of this Agreement, (ii) this Agreement may be amended, modified or
supplemented, and waivers and consents to departures from the provisions hereof
may be given, by written agreement signed by the Company, the Issuer Trust and
the Initial Purchaser to the extent that any such amendment, modification,
supplement, waiver or consent is, in their reasonable judgment, necessary or
appropriate to comply with applicable law (including any interpretation of the
Staff of the Commission) or any change therein and (iii) to the extent any
provision of this Agreement relates to the Initial Purchaser, such provision may
be amended, modified or supplemented, and waivers or consents to departures from
such provisions may be given, by written agreement signed by the Initial
Purchaser, the Company and the Issuer Trust.

            (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company or the Issuer Trust by means of a notice given in accordance with
the provisions of this Section 7(d), which address initially is, with respect to
the Initial Purchaser, the address set forth in the Purchase Agreement; and (ii)
if to the Company or the Issuer Trust, initially at the Company's address set
forth in the Purchase Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this Section 7(d).

<PAGE>

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

      Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchaser, including, without limitation and without the need for an
express assignment, subsequent Holders; provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities, such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof.

            (f) Third-Party Beneficiary. The Initial Purchaser shall be a third
party beneficiary of the agreements made hereunder between the Company and the
Issuer Trust, on the one hand, and the Holders, on the other hand, and shall
have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

            (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
IN THE STATE OF WEST VIRGINIA. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WEST VIRGINIA WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF WEST VIRGINIA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

<PAGE>

            (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

            (k) Securities Held by the Company, the Issuer Trust or its
Affiliates. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company, the Issuer Trust or its affiliates (as such term
is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.



<PAGE>



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                              CITY HOLDING COMPANY


                              By:   /s/ Robert A. Henson
                                    --------------------
                              Name:  Robert A. Henson
                              Title: Chief Financial Officer

                              CITY HOLDING CAPITAL TRUST


                              By:   /s/ Robert A. Henson
                                    --------------------
                              Name:  Robert A. Henson
                              Title: Administrator



Confirmed and accepted as of the date first above written:

WHEAT FIRST SECURITIES, INC.


By:   /s/ Scott R. Anderson
      ---------------------
Name:  Scott R. Anderson
Title: Managing Director










                                                                     EXHIBIT 5.1

                              HUNTON & WILLIAMS
                         RIVERFRONT PLAZA, EAST TOWER
                             951 EAST BYRD STREET
                        RICHMOND, VIRGINIA 23219-4074


                               August 28, 1998




Board of Directors
City Holding Company
25 Gatewater Road
Charleston, West Virginia 25313

                      Registration Statement on Form S-4

Ladies and Gentlemen:

      We are counsel to City Holding Company (the "Company") in connection with
the registration under the Securities Act of 1933 of its 9.15% Junior
Subordinated Deferrable Debentures Due April 1, 2028 (the "Exchange Debentures")
and its Guarantee with respect to the Exchange Debenture (the "Guarantee"). The
transaction in which the Exchange Debentures and the Guarantee will be issued is
described in the Company's Registration Statement on Form S-4 (the "Registration
Statement"), expected to be filed with the Securities and Exchange Commission on
August 24, 1998. In connection with the filing of the Registration Statement,
you have requested our opinion concerning certain corporate matters.

      We are of the opinion that:

             (1)   The Company is a corporation duly incorporated, validly
      existing and in good standing under the laws of the State of West
      Virginia.

             (2)   The Exchange Debentures and the Guarantee have been duly
      authorized and, when issued as described in the Registration Statement,
      will be legally issued, fully paid and nonassessable.

      We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the references to us in the Proxy
Statement/Prospectus included therein. In giving this consent, we do not admit
that we are within the category of persons whose consent is required by Section
7 of the Securities Act of 1933 or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.

                                          Very truly yours,

                                          /s/ Hunton & Williams







                                                                     EXHIBIT 5.2

                [Letterhead of Richards, Layton & Finger, P.A.]

                               August 28, 1998


City Holding Capital Trust
c/o City Holding Company
25 Gatewater Road
Charleston, West Virginia 25313

      Re:   City Holding Capital Trust

Ladies and Gentlemen:

      We have acted as special Delaware counsel for City Holding Company, a West
Virginia corporation (the "Company"), and City Holding Capital Trust, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

         (a)   The Certificate of Trust of the Trust, dated as of March 26, 1998
      (the "Certificate"), as filed in the office of the Secretary of State of
      the State of Delaware (the "Secretary of State") on March 26, 1998;

         (b)   The Trust Agreement of the Trust, dated as of March 26, 1998, by
      and between the Company, as depositor, and Chase Manhattan Bank Delaware,
      a Delaware banking corporation, as trustee of the Trust;

         (c)   The Amended and Restated Trust Agreement of the Trust, dated as
      of March 31, 1998 (including Exhibits A, C, D and E thereto) (the "Trust
      Agreement"), among the Company, as depositor, the trustees and
      administrators named therein and the several holders from time to time of
      beneficial interests in the Trust;

         (d)   The registration  statement on Form S-4, including a related
      preliminary prospectus  (the  "Prospectus"),  relating  to the  9.15%
      Capital Securities  of  the  Trust   representing   undivided   beneficial
      interests  in  the  assets  of  the  Trust  (each,   a  "Preferred
      Security"  and  collectively,   the  "Preferred  Securities"),  as
      proposed  to be  filed  by the  Company  and the  Trust  with  the
      Securities and Exchange  Commission (the "SEC") on or about August 28,
      1998 (the "Registration Statement"); and

         (e)   A Certificate of Good Standing for the Trust, dated August 28,
      1998, obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

<PAGE>

      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 the Trust Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Trust Agreement and the Certificate are
in full force and effect and have 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 a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a certificate evidencing the Preferred Security, in accordance with
the Trust Agreement and the Registration Statement, and (vii) that the Preferred
Securities are issued to the Preferred Security Holders in accordance with the
Trust Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.

      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.   The Trust has been duly created and is validly existing in good
      standing as a business trust under the Delaware Business Trust Act, 12
      Del. C. ss. 3801, et seq.

           2.   When issued and sold, the Preferred Securities will represent
      valid and, subject to the qualifications set forth in paragraph 3 below,
      fully paid and nonassessable undivided beneficial interests in the assets
      of the Trust.

           3.   The Preferred Security Holders, as beneficial owners of the
      Trust, 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 Preferred Security Holders may be obligated to make payments as set
      forth in the Trust Agreement.

      We consent to the filing of this opinion with the SEC as an exhibit to the
Registration Statement. In addition, we hereby consent to the use of our name
under the heading "Validity of New 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 SEC thereunder. Except as stated
above, without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.

                              Very truly yours,

                              /s/ Richards, Layton & Finger, P.A.








                                                                       EXHIBIT 8

                              HUNTON & WILLIAMS
                         RIVERFRONT PLAZA, EAST TOWER
                             951 EAST BYRD STREET
                        RICHMOND, VIRGINIA 23219-4074

                               August 28, 1998




Board of Directors
City Holding Company
25 Gatewater Road
Charleston, West Virginia 25313

                  City Holding Capital Trust--Exchange Offer
                      Certain Federal Income Tax Matters

Ladies and Gentlemen:

      We have acted as counsel to City Holding Company (the "Company") and City
Holding Capital Trust (the "Trust") in connection with the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended (the "Act"), of (1) up
to $30 million aggregate liquidation amount of the Trust's 9.15% Capital
Securities (the "Exchange Capital Securities"), (2) the Company's 9.15% Junior
Subordinated Deferrable Interest Debentures due April 1, 2028 (the
"Debentures"), and (3) the Company's related guarantee of certain payments (the
"Guarantee"). The Exchange Capital Securities, the Debentures, and the Guarantee
are to be issued in order to effect the exchange of Exchange Capital Securities
for a like liquidation amount of the Trust's outstanding 9.15% Capital
Securities.

      We have reviewed copies of (1) the Registration Statement, including the
prospectus included therein, and (2) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. We have
also relied upon, and assumed the accuracy of, certain written representations
made to us by the Company.

      Based on the foregoing, we confirm that the statements of law and legal
conclusions contained in the Registration Statement under the caption "Certain
Federal Income Tax Consequences" constitute our opinion, subject to the
assumptions, conditions, and limitations described therein, and that the
discussion thereunder does not omit any material provision with respect to the
matters covered.

      We consent to the filing of this opinion as an exhibit to the Registration
Statement. We also consent to the reference to Hunton & Williams under the
caption "Certain Federal Income Tax Consequences" in the Registration Statement.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.

                                Very truly yours,

                              /s/ Hunton & Williams




                                                                      EXHIBIT 12

                              CITY HOLDING COMPANY
                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES


      The following unaudited table presents the consolidated ratios of earnings
to fixed charges of the Company. The consolidated ratio of earnings to fixed
charges has been computed by dividing income before income taxes and fixed
charges by fixed charges. Fixed charges represent all interest expense (ratios
are presented both excluding and including interest deposits). Interest expense
(other than on deposits) includes interest on borrowed funds, federal funds
purchased and securities sold under agreements to repurchase, and other funds
borrowed.



                            For the
                          Six Months
                           Ended June
                             30,         For the Year Ended December 31,
                         --------------------------------------------------

                             1998       1997   1996   1995    1994   1993
                         --------------------------------------------------

Including interest on
deposits...............      1.38x       1.44x  1.40x 1.38x    1.46x  1.49x
Excluding interest on
deposits...............      2.46        2.68   2.57  3.01     6.10  13.07








                                                                  EXHIBIT 23.1


                       Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" in the
Registration Statement (Form S-4 No. 333-      ) and related Prospectus of City
Holding Company for the registration of $30,000,000 of its 9.15% Exchange
Capital Securities, the registration of its Exchange Debentures, and the
Registration of its Guarantee and to the incorporation by reference therein of
our report dated January 30, 1998, with respect to the consolidated financial
statements of City Holding Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.






Charleston, West Virginia                       /s/  Ernst & Young LLP
August 24, 1998






                                                                    EXHIBIT 23.4


                         Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" in the
Registration Statement (Form S-4 No. 333- ) and related Prospectus of City
Holding Company for the registration of $30,000,000 of its 9.15% Exchange
Capital Securities, the registration of its Exchange Debentures, and the
Registration of its Guarantee and to the incorporation by reference therein of
our report dated February 13, 1998, with respect to the consolidated financial
statements of Horizon Bancorp, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.






Charleston, West Virginia                                 /s/  Ernst & Young LLP
August 28, 1998





                                                                EXHIBIT 25.1
    -------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549
                         -------------------------

                                  FORM T-1

                          STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF
                 A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                -------------------------------------------
            CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
              A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                  ----------------------------------------

                          THE CHASE MANHATTAN BANK
            (Exact name of trustee as specified in its charter)

New York                                                     13-4994650
(State of incorporation                                (I.R.S. employer
if not a national bank)                             identification No.)

270 Park Avenue
New York, New York                                                10017
(Address of principal executive offices)                     (Zip Code)

                             William H. McDavid
                              General Counsel
                              270 Park Avenue
                          New York, New York 10017
                            Tel: (212) 270-2611
         (Name, address and telephone number of agent for service)
               ---------------------------------------------
                         CITY HOLDING CAPITAL TRUST
            (Exact name of obligor as specified in its charter)
Delaware                                                     55-0760924
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                      identification No.)

25 Gatewater Road
Cross Lanes, West Virginia                                        25313
 (Address of principal executive offices)                    (Zip Code)

                             Capital Securities
                     (Title of the indenture securities)




<PAGE>





                                  GENERAL

Item 1. General Information.

      Furnish the following information as to the trustee:

      (a) Name and address of each examining or supervising authority to which
it is subject.

         New York State Banking Department, State House,
Albany, New York 12110.

         Board of Governors of the Federal Reserve System,
Washington, D.C., 20551

         Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.

         Federal Deposit Insurance Corporation, Washington, D.C., 20429.


      (b) Whether it is authorized to exercise corporate trust powers.

         Yes.


Item 2.  Affiliations with the Obligor.

      If the obligor is an affiliate of the trustee, describe each such
affiliation.

      None.

                                   - 2 -

<PAGE>

Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                 SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of August, 1998.

                            THE CHASE MANHATTAN BANK

                                 By
                              ----------------------------
                                William G. Keenan
                                    Trust Officer

                                   - 3 -


<PAGE>


Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                 SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of August, 1998.

                            THE CHASE MANHATTAN BANK

                                      By  /s/William G. Keenan
                                        -------------------------------
                                            William G. Keenan
                                            Trust Officer

                                   - 3 -



                                                                EXHIBIT 25.2
    -------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549
                         -------------------------

                                  FORM T-1

                          STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF
                 A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                -------------------------------------------
            CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
              A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                  ----------------------------------------

                          THE CHASE MANHATTAN BANK
            (Exact name of trustee as specified in its charter)

New York                                                     13-4994650
(State of incorporation                                (I.R.S. employer
if not a national bank)                             identification No.)

270 Park Avenue
New York, New York                                                10017
(Address of principal executive offices)                     (Zip Code)

                             William H. McDavid
                              General Counsel
                              270 Park Avenue
                          New York, New York 10017
                            Tel: (212) 270-2611
         (Name, address and telephone number of agent for service)
               ---------------------------------------------
                            CITY HOLDING COMPANY
            (Exact name of obligor as specified in its charter)
Delaware                                                     55-0619957
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                      identification No.)

25 Gatewater Road
Cross Lanes, West Virginia                                        25313
 (Address of principal executive offices)                    (Zip Code)

                       Junior Subordinated Debentures
                        (City Holding Capital Trust)
                    (Title of the indenture securities)


<PAGE>



                                  GENERAL

Item 1. General Information.

      Furnish the following information as to the trustee:

      (a)Name and address of each examining or supervising authority to which it
is subject.

         New York State Banking Department, State House,
Albany, New York 12110.

         Board of Governors of the Federal Reserve System,
Washington, D.C., 20551

         Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.

         Federal Deposit Insurance Corporation, Washington, D.C., 20429.


      (b) Whether it is authorized to exercise corporate trust powers.

         Yes.


Item 2.  Affiliations with the Obligor.

      If the obligor is an affiliate of the trustee, describe each such
affiliation.

      None.


                                  - 2 -

<PAGE>

Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                 SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of August, 1998.

                            THE CHASE MANHATTAN BANK

                                 By
                              ----------------------------
                                William G. Keenan
                                    Trust Officer

                                   - 3 -
<PAGE>




Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                 SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of August, 1998.

                            THE CHASE MANHATTAN BANK

                                      By /s/William G. Keenan
                                        --------------------------
                                            William G. Keenan
                                            Trust Officer






                                                                EXHIBIT 25.3
    -------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549
                         -------------------------

                                  FORM T-1

                          STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF
                 A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                -------------------------------------------
            CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
              A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                  ----------------------------------------

                          THE CHASE MANHATTAN BANK
            (Exact name of trustee as specified in its charter)

New York                                                     13-4994650
(State of incorporation                                (I.R.S. employer
if not a national bank)                             identification No.)

270 Park Avenue
New York, New York                                                10017
(Address of principal executive offices)                     (Zip Code)

                             William H. McDavid
                              General Counsel
                              270 Park Avenue
                          New York, New York 10017
                            Tel: (212) 270-2611
         (Name, address and telephone number of agent for service)
               ---------------------------------------------
                            CITY HOLDING COMPANY
            (Exact name of obligor as specified in its charter)
Delaware                                                     55-0619957
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                      identification No.)

25 Gatewater Road
Cross Lanes, West Virginia                                        25313
 (Address of principal executive offices)                    (Zip Code)

                        Capital Securities Guarantee
                        (City Holding Capital Trust)
                    (Title of the indenture securities)



<PAGE>



                                  GENERAL

Item 1. General Information.

      Furnish the following information as to the trustee:

      (a) Name and address of each examining or supervising authority to which
it is subject.

         New York State Banking Department, State House,
Albany, New York 12110.

         Board of Governors of the Federal Reserve System,
Washington, D.C., 20551

         Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.

         Federal Deposit Insurance Corporation, Washington, D.C., 20429.


      (b) Whether it is authorized to exercise corporate trust powers.

         Yes.


Item 2.  Affiliations with the Obligor.

      If the obligor is an affiliate of the trustee, describe each such
affiliation.

      None.



                                  - 2 -
<PAGE>


Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                 SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of August, 1998.

                            THE CHASE MANHATTAN BANK

                                 By
                              --------------------------
                                William G. Keenan
                                    Trust Officer


                                   - 3 -
<PAGE>




Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.

                                 SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of August, 1998.

                            THE CHASE MANHATTAN BANK

                                      By /s/William G. Keenan
                                        -----------------------------
                                            William G. Keenan
                                            Trust Officer
                                   - 3 -









                                                                    Exhibit 99.1


                              LETTER OF TRANSMITTAL

                           CITY HOLDING CAPITAL TRUST

                              Offer To Exchange Its
                            9.15% Capital Securities
           Which Have Been Registered Under The Securities Act Of 1933
                       For Any And All Of Its Outstanding
                            9.15% Capital Securities
                (Liquidation Amount $1,000 Per Capital Security)

                           Pursuant To The Prospectus
                            Dated ________ ___, 1998

    -------------------------------------------------------------------------

       THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
    NEW YORK CITY TIME, ON ________ ____, 1998 UNLESS THE OFFER IS EXTENDED.

    -------------------------------------------------------------------------


                            The Chase Manhattan Bank
                             (the "Exchange Agent")

                      By Mail, Hand or Overnight Delivery:

                            The Chase Manhattan Bank
                                 55 Water Street
                                    Room 234
                                 North Building
                            New York, New York 10041
                            Attention: Carlos Esteves

                            By Facsimile Transmission

                                 (212) 638-7375
                                 (212) 344-9367

                              Confirm by Telephone:

                         Carlos Esteves: (212) 638-0828


      Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of this Letter of Transmittal via a facsimile number
other than the ones listed above will not constitute a valid delivery. The
instructions accompanying this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.



<PAGE>



      The undersigned hereby acknowledges receipt of the Prospectus dated
________ ____, 1998 (the "Prospectus") of City Holding Capital Trust (the
"Issuer") and this Letter of Transmittal, which together constitute the Issuer's
offer (the "Exchange Offer") to exchange up to $30,000,000 aggregate liquidation
amount of its 9.15% Capital Securities (liquidation amount $1,000 per Capital
Security) (the "Exchange Capital Securities"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-4 of Crestar Financial Corporation and the
Issuer (File Nos. 333-[ ] and 333-[ ]), of which the Prospectus is a part, for a
like liquidation amount of its outstanding 9.15% Capital Securities (liquidation
amount $1,000 per Capital Security) (the "Old Capital Securities"), of which
$30,000,000 aggregate liquidation amount is outstanding. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on ________ ____, 1998, unless
the Exchange Offer is extended, in which case the term "Expiration Date" means
the latest date and time to which the Exchange Offer is extended. Capitalized
terms used but not defined herein have the meaning given to them in the
Prospectus.

      YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

      Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.

      This Letter of Transmittal is to be completed by holders of Old Capital
Securities either if (i) Old Capital Securities are to be forwarded herewith or
(ii) tenders of Old Capital Securities are to be made by book-entry transfer to
an account maintained by the Exchange Agent at The Depository Trust Company
("DTC") pursuant to the procedures set forth under "The Exchange
Offer--Procedures for Tendering Old Capital Securities" in the Prospectus and an
Agent's Message (as defined herein) is not delivered.

      Holders of Old Capital Securities whose certificates (the "Certificates")
for such Old Capital Securities are not immediately available or who cannot
deliver their Certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date (as defined in the Prospectus) or who
cannot complete the procedures for book-entry transfer on or prior to the
Expiration Date, must tender their Old Capital Securities according to the
guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for
Tendering Old Capital Securities" in the Prospectus.

      DELIVERY  OF  DOCUMENTS  TO DTC  DOES  NOT  CONSTITUTE  DELIVERY  TO THE
EXCHANGE AGENT.

                   NOTE: SIGNATURES MUST BE PROVIDED BELOW
             PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.


<PAGE>




- --------------------------------------------------------------------------------
                DESCRIPTION OF OLD CAPITAL SECURITIES TENDERED
- --------------------------------------------------------------------------------

                              AGGREGATE
                             LIQUIDATION
 NAME(S) AND                  AMOUNT OF                           NUMBER OF
ADDRESS(ES) OF CERTIFICATE   OLD CAPITAL       LIQUIDATION       BENEFICIAL
  REGISTERED   NUMBER(S)*     SECURITIES         AMOUNT            HOLDERS
    HOLDER       (ATTACH   TENDERED (ATTACH  OF OLD CAPITAL     FOR WHOM OLD
 (PLEASE FILL  ADDITIONAL  ADDITIONAL LIST     SECURITIES          CAPITAL
     IN,         LIST IF          IF        TENDERED (IF LESS  SECURITIES ARE
  IF BLANK)    NECESSARY)     NECESSARY)       THAN ALL)**          HELD
- --------------------------------------------------------------------------------

                           $                $
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
TOTAL AMOUNT
   TENDERED:               $                $
- --------------------------------------------------------------------------------


*    Need not be completed by book-entry holders. Such holders should check the
     appropriate box below and provide the requested information.

**   Need  not  be  completed  if  tendering   for  exchange  all  Old  Capital
     Securities  held.  Old Capital  Securities  may be tendered in whole or in
     part in  denominations  of $100,000  and  integral  multiples of $1,000 in
     excess thereof,  provided that if any Old Capital  Securities are tendered
     for exchange in part,  the untendered  Liquidation  Amount thereof must be
     $100,000 or any  integral  multiple of $1,000 in excess  thereof.  All Old
     Capital Securities held shall be deemed tendered unless a lesser number is
     specified in this column.
- --------------------------------------------------------------------------------

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (defined in Instruction
1) ONLY)

[ ] CHECK  HERE IF  TENDERED  OLD  CAPITAL  SECURITIES  ARE  BEING  DELIVERED 
BY BOOK-ENTRY  TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:__________________________________________________

DTC Account Number:_____________________________________________________________

Transaction Code Number:________________________________________________________


By crediting the Old Capital Securities to the Exchange Agent's Account at DTC
in accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated message (an
"Agent's Message") in which the holder of the Old Capital Securities
acknowledges and agrees to be bound by the terms of the Letter of Transmittal,
the participant in DTC confirms on behalf of itself and the beneficial owners of
such Old Capital Securities all provisions of this Letter of Transmittal
applicable to it and such beneficial owner as fully as if it had completed the
information required herein and executed and transmitted this Letter of
Transmittal to the Exchange Agent.

[ ]  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD CAPITAL SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:



<PAGE>



Name of
Registered Holder:______________________________________________________________

Window Ticket Number (if any):__________________________________________________

Date of Execution of
Notice of Guaranteed Delivery:__________________________________________________

Name of Institution which Guaranteed Delivery:

________________________________________________________________________________



   If Guaranteed Delivery is to be made By Book-Entry Transfer:

Name of Tendering 
Institution:____________________________________________________________________

DTC Account Number: ____________________________________________________________

Transaction Code Number:________________________________________________________

[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY  TRANSFER AND  NON-EXCHANGED OLD 
CAPITAL SECURITIES  ARE TO BE RETURNED BY CREDITING  THE DTC ACCOUNT  NUMBER SET
FORTH ABOVE.

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD CAPITAL 
SECURITIES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL 
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:___________________________________________________________________________

Address:________________________________________________________________________

Area Code and Telephone Number:_________________________________________________

Contact Person:_________________________________________________________________


<PAGE>



Ladies and Gentlemen:

      The undersigned hereby tenders to City Holding Capital Trust, a Delaware
statutory business trust (the "Issuer"), and City Holding Company, a West
Virginia corporation, as Depositor (the "Company"), the above-described
aggregate Liquidation Amount of the Issuer's 9.15% Capital Securities (the "Old
Capital Securities") in exchange for a like aggregate Liquidation Amount of the
Issuer's 9.15% Capital Securities (the "Exchange Capital Securities") which have
been registered under the Securities Act of 1933 (the "Securities Act"), upon
the terms and subject to the conditions set forth in the Prospectus dated
________ ____, 1998 (as the same may be amended or supplemented from time to
time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitutes the "Exchange
Offer").

      Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Capital Securities tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Issuer all right, title and interest in and to such Old Capital
Securities as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company and the Issuer in connection with the Exchange Offer) with respect to
the tendered Old Capital Securities, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus to (i)
deliver Certificates for Old Capital Securities to the Issuer together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Issuer, upon receipt by the Exchange Agent, as the undersigned's agent, of
the Exchange Capital Securities to be issued in exchange for such Old Capital
Securities, (ii) present Certificates for such Old Capital Securities for
transfer, and to transfer the Old Capital Securities on the books of the Issuer,
and (iii) receive for the account of the Issuer all benefits and otherwise
exercise all rights of beneficial ownership of such Old Capital Securities, all
in accordance with the terms and conditions of the Exchange Offer.

      THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
CAPITAL SECURITIES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE ISSUER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE OLD CAPITAL SECURITIES TENDERED HEREBY ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY, THE ISSUER OR THE
EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT
AND TRANSFER OF THE OLD CAPITAL SECURITIES TENDERED HEREBY, AND THE UNDERSIGNED
WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

      The name and address of the registered holder of the Old Capital
Securities tendered hereby should be printed above, if they are not already set
forth above, as they appear on the Certificates representing such Old Capital
Securities. The Certificate numbers and the Old Capital Securities that the
undersigned wishes to tender should be indicated in the appropriate boxes above.

      If any tendered Old Capital Securities are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more Old
Capital Securities than are tendered or accepted for exchange, Certificates for
such nonexchanged or nontendered Old Capital Securities will be returned (or, in
the case of Old Capital Securities tendered by book-entry transfer, such Old
Capital Securities will be credited to an account maintained at DTC), without
expense to the tendering holder, promptly following the expiration or
termination of the Exchange Offer.



<PAGE>



      The undersigned understands that tenders of Old Capital Securities
pursuant to any one of the procedures described under "The Exchange
Offer--Procedures for Tendering Old Capital Securities" in the Prospectus and in
the instructions herein will, upon the Company's and the Issuer's acceptance for
exchange of such tendered Old Capital Securities, constitute a binding agreement
between the undersigned, the Company and the Issuer upon the terms and subject
to the conditions of the Exchange Offer. The undersigned recognizes that, under
certain circumstances set forth in the Prospectus, the Company and the Issuer
may not be required to accept for exchange any of the Old Capital Securities
tendered hereby.

      Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Capital
Securities be issued in the name of the undersigned or, in the case of a
book-entry transfer of Old Capital Securities, that such Exchange Capital
Securities be credited to the account indicated above maintained at DTC. If
applicable, substitute Certificates representing Old Capital Securities not
exchanged or not accepted for exchange will be issued to the undersigned or, in
the case of a book-entry transfer of Old Capital Securities, will be credited to
the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions" below, please deliver Exchange
Capital Securities to the undersigned at the address shown below the
undersigned's signature.

      BY TENDERING OLD CAPITAL SECURITIES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY OR THE ISSUER WITHIN THE
MEANING OF RULE 405 UNDER THE SECURITIES ACT, (II) ANY Exchange Capital
Securities TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY
COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF Exchange Capital Securities TO BE RECEIVED IN
THE EXCHANGE OFFER, AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE
UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH Exchange Capital Securities.
BY TENDERING OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING
THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD CAPITAL SECURITIES WHICH IS A
BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN NO-ACTION LETTERS
ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND
EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH OLD CAPITAL SECURITIES HELD
BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD CAPITAL
SECURITIES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT
OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A
PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH
Exchange Capital Securities (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT
IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).

      THE COMPANY AND THE ISSUER HAVE AGREED THAT, SUBJECT TO THE PROVISIONS OF
THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER IN
CONNECTION WITH RESALES OF Exchange Capital Securities RECEIVED IN EXCHANGE FOR
OLD CAPITAL SECURITIES, WHERE SUCH OLD CAPITAL SECURITIES WERE ACQUIRED BY SUCH
PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 180 DAYS AFTER THE
EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES
DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH Exchange Capital
Securities HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT
REGARD, EACH PARTICIPATING BROKER-DEALER WHO ACQUIRED OLD CAPITAL SECURITIES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES, BY
TENDERING SUCH OLD CAPITAL SECURITIES AND EXECUTING THIS LETTER OF TRANSMITTAL,
AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OR THE ISSUER OF THE
OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT
CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE
SALE OF Exchange Capital Securities PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY
OR THE ISSUER HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED
PROSPECTUS TO THE PARTICIPATING BROKER-DEALER, OR THE COMPANY OR THE ISSUER HAS
GIVEN NOTICE THAT THE SALE OF THE Exchange Capital Securities MAY BE RESUMED, AS
THE CASE MAY BE. IF THE COMPANY OR THE ISSUER GIVES SUCH NOTICE TO SUSPEND THE
SALE OF THE Exchange Capital Securities, IT SHALL EXTEND THE 180-DAY PERIOD
REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE
THE PROSPECTUS IN CONNECTION WITH THE RESALE OF Exchange Capital Securities BY
THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING
OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL
HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO
PERMIT RESALES OF THE Exchange Capital Securities OR TO AND INCLUDING THE DATE
ON WHICH THE COMPANY OR THE ISSUER HAS GIVEN NOTICE THAT THE SALE OF Exchange
Capital Securities MAY BE RESUMED, AS THE CASE MAY BE.

<PAGE>


      Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive accumulated Distributions on such Old
Capital Securities for any period from and after the last Distribution date to
which Distributions have been paid or duly provided for on such Old Capital
Securities prior to the original issue date of the Exchange Capital Securities
or, if no such Distributions have been paid or duly provided for, will not
receive any accrued Distributions on such Old Capital Securities, and the
undersigned waives the right to receive any interest on such Old Capital
Securities accrued from and after such Distribution date or, if no such
Distributions have been paid or duly provided for, from and after March 31,
1998.

      All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.



<PAGE>



                              HOLDERS SIGN HERE
                        (SEE INSTRUCTIONS 2, 5 AND 6)
            (PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
      (NOTE: SIGNATURES MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

      Must be signed by registered holder exactly as name appears on Certificate
for the Old Capital Securities hereby tendered or on a security position
listing, or by any person authorized to become the registered holder by
endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the Issuer
or the Property Trustee for the Old Capital Securities to comply with the
restrictions on transfer applicable to the Old Capital Securities). If signature
is by an attorney-in-fact, executor, administrator, trustee, guardian, officer
of a corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instruction 5.




                                                    ----------------------------
                                                      (Signature of Holder(s)
                                                      or Authorized Signatory)


Date: ___________________, 1998

Name(s):________________________________________________________________________
                                (Please Print)

Capacity (full title):__________________________________________________________

Address:________________________________________________________________________
                              (Include Zip Code)

Area Code and Telephone
Number:_________________________________________________________________________

Tax Identification or Social Security Number:___________________________________



<PAGE>




- -------------------------------------------------------------------------------

                             SIGNATURE GUARANTEE
                    (If required--See Instructions 2 and 5)


                                                        ---------------------- 
                                                        (Authorized Signature)

Date:_____________________, 1998

Name of Eligible Institution Guaranteeing Signatures:
Capacity (full title):__________________________________________________________
                                (Please Print)

Address:________________________________________________________________________
                              (Include Zip Code)

Area Code and Telephone Number:_________________________________________________


- -------------------------------------------------------------------------------


<PAGE>




   ------------------------------------   ------------------------------------



    SPECIAL ISSUANCE INSTRUCTIONS           SPECIAL DELIVERY INSTRUCTIONS (See
    (See Instructions 1, 5 and 6)                 Instructions 1, 5 and 6)
                                       
     To be  completely  ONLY  if the          To be  completed  ONLY  if  the
 Exchange Capital  Securities or any      Exchange Capital  Securities or any
 Old  Capital  Securities  that  are      Old  Capital  Securities  that  are
 not  tendered  are to be  issued in      not  tendered  are  to be  sent  to
 the name of someone  other than the      someone  other than the  registered
 registered   holder   of  the   Old      holder    of   the   Old    Capital
 Capital   Securities   whose   name      Securities   whose   name   appears
 appears above.                           above,   or  to   such   registered
                                          holder  at an  address  other  than
 Issue                                    that shown above.
                                     
 [  ]  Exchange Capital Securities        Mail
 and/or                              
                                          [  ]  Exchange Capital Securities
 [  ]  Old Capital Securities not         and/or
 tendered                            
                                          [  ]  Old Capital Securities not
 to:                                      tendered
 
                                          

 -----------------------------------      to:
                  Name               

                                          -------------------------------------
                                                         Name
- -------------------------------------
                 Address                  -------------------------------------
                                                        Address
- -------------------------------------
           (Include Zip Code)             -------------------------------------
                                                   (Include Zip Code)
- -------------------------------------
     Area Code and Telephone Number 
                                          --------------------------------------
                                               Area Code and Telephone Number
- -------------------------------------
      Tax Identification or Social   
           Security Number            
                                          -------------------------------------
                                               Tax Identification or Social
                                                   Security Number

   ------------------------------------   ------------------------------------


<PAGE>



                                 INSTRUCTIONS

                        FORMING PART OF THE TERMS AND
                       CONDITIONS OF THE EXCHANGE OFFER

     1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth under "The
Exchange Offer--Procedures for Tendering Old Capital Securities" in the
Prospectus and an Agent's Message is not delivered. Certificates, or book-entry
confirmation of a book-entry transfer of such Old Capital Securities into the
Exchange Agent's account at DTC, as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein on or prior to the Expiration Date. Tenders by book-entry transfer may
also be made by delivering an Agent's Message in lieu of this Letter of
Transmittal. The term "book-entry confirmation" means a timely confirmation of
book-entry transfer of Old Capital Securities into the Exchange Agent's account
at DTC. The term "Agent's Message" means a message, transmitted by DTC to and
received by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
Participant, which acknowledgment states that such participant has received and
agrees to be bound by, and makes the representations and warranties contained
in, the Letter of Transmittal and that the Issuer and the Company may enforce
the Letter of Transmittal against such participant. Old Capital Securities may
be tendered in whole or in part in the Liquidation Amount of $100,000 (100
Capital Securities) and integral multiples of $1,000 in excess thereof, provided
that, if any Old Capital Securities are tendered for exchange in part, the
untendered Liquidation Amount thereof must be $100,000 (100 Capital Securities)
or any integral multiple of $1,000 in excess thereof.

      Holders who wish to tender their Old Capital Securities and (i) whose Old
Capital Securities are not immediately available or (ii) who cannot deliver
their Old Capital Securities, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or (iii) who
cannot complete the procedures for delivery by book-entry transfer on or prior
to the Expiration Date, may tender their Old Capital Securities by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth under "The Exchange Offer--Procedures
for Tendering Old Capital Securities" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Company and
the Issuer, must be received by the Exchange Agent on or prior to the Expiration
Date; and (iii) the Certificates (or a book-entry confirmation) representing all
tendered Old Capital Securities, in proper form for transfer, together with a
Letter of Transmittal (or facsimile thereof or Agent's Message in lieu thereof),
properly completed and duly executed, with any required signature guarantees and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within three New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Procedures for Tendering Old Capital Securities" in the
Prospectus.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Old Capital
Securities to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date. As used herein and in the Prospectus, "Eligible
Institution" means a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as "an eligible guarantor institution," including (as such terms
are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association.



<PAGE>



      THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY ON OR PRIOR TO THE
EXPIRATION DATE.

      Neither the Company nor the Issuer will accept any alternative,
conditional or contingent tenders. Each tendering holder, by execution of a
Letter of Transmittal (or facsimile thereof or Agent's Message in lieu thereof),
waives any right to receive any notice of the acceptance of such tender.

     2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:

          (i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any Participant in DTC
whose name appears on a security position listing as the owner of the Old
Capital Securities) of Old Capital Securities tendered herewith, unless such
holder has completed either the box entitled "Special Issuance Instructions" or
the box entitled "Special Delivery Instructions" above, or

          (ii) such Old Capital Securities are tendered for the account of a
firm that is an Eligible Institution.

      In  all  other  cases,  an  Eligible   Institution  must  guarantee  the
signature on this Letter of Transmittal.  See Instruction 5.

     3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Capital Securities Tendered" is inadequate, the Certificate
numbers and/or the Liquidation Amount of Old Capital Securities and any other
required information should be listed on a separate signed schedule which is
attached to this Letter of Transmittal.

     4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Capital Securities
will be accepted only in the Liquidation Amount of $100,000 (100 Capital
Securities) and integral multiples of $1,000 in excess thereof, provided that if
any Old Capital Securities are tendered for exchange in part, the untendered
Liquidation Amount thereof must be $100,000 (100 Capital Securities) or any
integral multiple of $1,000 in excess thereof. If less than all of the Old
Capital Securities evidenced by any Certificate submitted are to be tendered,
fill in the Liquidation Amount of Old Capital Securities which are to be
tendered in the box entitled "Liquidation Amount of Old Capital Securities
Tendered (If Less than All)." In such case, a new Certificate for the remainder
of the Old Capital Securities that were evidenced by your Old Certificate will
be sent to the holder of the Old Capital Securities, promptly after the
Expiration Date unless the appropriate boxes on this Letter of Transmittal are
completed. All Old Capital Securities represented by Certificates delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.

      Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective, a written, telegraphic or facsimile transmission of
such notice of withdrawal must be timely received by the Exchange Agent at one
of its addresses set forth above or in the Prospectus on or prior to the
Expiration Date. Any such notice of withdrawal must specify the name of the
person who tendered the Old Capital Securities to be withdrawn, the aggregate
Liquidation Amount of Old Capital Securities to be withdrawn, and (if
Certificates for Old Capital Securities have been tendered) the name of the
registered holder of the Old Capital Securities as set forth on the Certificate
for the Old Capital Securities, if different from that of the person who
tendered such Old Capital Securities. If Certificates for the Old Capital
Securities have been delivered or otherwise identified to the Exchange Agent,
then prior to the physical release of such Certificates for the Old Capital
Securities, the tendering holder must submit the serial numbers shown on the
particular Certificates for the Old Capital Securities to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Old Capital Securities tendered for the
account of an Eligible Institution. If Old Capital Securities have been tendered
pursuant to the procedures for book-entry transfer set forth under "The Exchange
Offer--Procedures for Tendering Old Capital Securities," the notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Old Capital Securities, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic or facsimile transmission on or prior to the Expiration Date.
Withdrawals of tenders of Old Capital Securities may not be rescinded. Old
Capital Securities properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent time on
or prior to the Expiration Date by following any of the procedures described in
the Prospectus under "The Exchange Offer--Procedures for Tendering Old Capital
Securities."

<PAGE>


      All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company and the
Issuer, in their sole discretion, whose determination shall be final and binding
on all parties. Neither the Company and the Issuer, any affiliates or assigns of
the Company and the Issuer, the Exchange Agent nor any other person shall be
under any duty to give any notification of any irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification. Any
Old Capital Securities which have been tendered but which are withdrawn on or
prior to the Expiration Date will be returned to the holder thereof without cost
to such holder promptly after withdrawal.

     5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder of the Old Capital
Securities tendered hereby, the signature must correspond exactly with the name
as written on the face of the Certificates or on a security position listing
without alteration, enlargement or any change whatsoever.

      If any of the Old Capital Securities tendered hereby are owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal.

      If any tendered Old Capital Securities are registered in different names
on several Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof or Agent's Messages
in lieu thereof) as there are different registrations of Certificates.

      If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Company and the Issuer, in their sole discretion,
of such persons' authority to so act.

      When this Letter of Transmittal is signed by the registered owner of the
Old Capital Securities listed and transmitted hereby, no endorsement of
Certificates or separate bond powers are required unless Exchange Capital
Securities are to be issued in the name of a person other than the registered
holder. Signatures on such Certificates or bond powers must be guaranteed by an
Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the
registered owner of the Old Capital Securities listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
of the registered owner appears on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
the Company, the Issuer or the Property Trustee may require in accordance with
the restrictions on transfer applicable to the Old Capital Securities.
Signatures on such Certificates or bond powers must be guaranteed by an Eligible
Institution.

     6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Capital
Securities are to be issued in the name of a person other than the signer of
this Letter of Transmittal, or if Exchange Capital Securities are to be sent to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Certificates for Old Capital Securities not exchanged will
be returned by mail or, if tendered by book-entry transfer, by crediting the
account indicated above maintained at DTC unless the appropriate boxes on this
Letter of Transmittal are completed. See Instruction 4.

<PAGE>


     7. IRREGULARITIES. The Company and the Issuer will determine, in their sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Old
Capital Securities, which determination shall be final and binding on all
parties. The Company and the Issuer reserve the absolute right to reject any and
all tenders determined by either of them not to be in proper form or the
acceptance of which, or exchange for, may, in the view of counsel to the Company
or the Issuer, be unlawful. The Company and the Issuer also reserve the absolute
right, subject to applicable law, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under "The Exchange Offer--Conditions to the
Exchange Offer," or any conditions or irregularities in any tender of Old
Capital Securities of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders. The Company and the
Issuer's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be final
and binding. No tender of Old Capital Securities will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. The Company, the Issuer, any affiliates or assigns of the
Company, the Issuer, the Exchange Agent, or any other person shall not be under
a duty to give notification of any irregularities in tenders or incur any
liability for failure to give such notification.

     8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.

     9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificates representing
Old Capital Securities have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the Certificates. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificates have been followed.

     10. SECURITY TRANSFER TAXES. Holders who tender their Old Capital
Securities for exchange will not be obligated to pay any transfer taxes in
connection therewith. If, however, Exchange Capital Securities are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Capital Securities tendered, or if a transfer tax
is imposed for any reason other than the exchange of Old Capital Securities in
connection with the Exchange Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT AT OR PRIOR TO THE
EXPIRATION DATE.



<PAGE>



                          IMPORTANT TAX INFORMATION

      Under federal income tax law, a holder whose tendered Old Capital
Securities are accepted for exchange is required by law to provide the Exchange
Agent with such holder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 included herein or otherwise establish a basis for exemption
from backup withholding. If such holder is an individual, the TIN is his social
security number. If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service may subject the holder or transferee to a $50 penalty.
In addition, delivery of such holder's Exchange Capital Securities may be
subject to backup withholding. Failure to comply truthfully with the backup
withholding requirements also may result in the imposition of severe criminal
and/or civil fines and penalties.

      Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup Withholding and reporting
requirements. Exempt holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Exchange Agent. A foreign person, including entities, may qualify as
an exempt recipient by submitting to the Exchange Agent a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to that holder's foreign status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.

      If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the holder or other transferee. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

      To prevent backup withholding on payments made with respect to Old Capital
Securities exchanged in the Exchange Offer, the holder is required to provide
the Exchange Agent with either: (i) the holder's correct TIN by completing the
form included herein, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such holder is awaiting a TIN) and that (A) the holder has not
been notified by the Internal Revenue Service that the holder is subject to
backup withholding as, a result of failure to report all interest or dividends
or (B) the Internal Revenue Service has notified the holder that the holder is
no longer subject to backup withholding; or (ii) an adequate basis for
exemption.

Number to Give the Depositary

      The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered holder of
the Old Capital Securities. If the Old Capital Securities are held in more than
one name or are held not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.



<PAGE>



               EXCHANGE AGENT'S NAME: THE CHASE MANHATTAN BANK


- -------------------------------------------------------------------------------

                                                       Social Security Number
                            Part 1--PLEASE PROVIDE                OR
                            YOUR TIN IN THE BOX AT    Employer Identification
SUBSTITUTE                  RIGHT AND CERTIFY BY               Number
Form W-9                    SIGNING AND DATING BELOW  __________________________

                            ---------------------------------------------------

Department of the Treasury
Internal Revenue Service                            

                            Part 2--Certification-Under penalties jury, I 
                                    certify that:

Payer's Request for        (1)  The number shown on this form is my correct
Taxpayer Identification         Taxpayer Identification Number (or I am waiting
Number ("TIN")                  for a number to be issued to me) and

                            (2) I am not subject to backup withholding either
                                because I have not been notified by the Internal
                                Revenue Service (the "IRS") that I am subject to
                                backup withholding as a result of a failure to
                                report all interest or dividends, or the IRS has
                                notified me that I am no longer subject to
                                backup withholding.

                             Certification Instructions--You must cross out (2)
                             above if you have been notified by the IRS that you
                             are currently subject to backup withholding because
                             of underreporting interest or dividends on your tax
                             return. However, if after Part 3 being notified by
                             the IRS that you were subject Awaiting TIN [ ] to
                             backup withholding you received another Department
                             of the notification from the IRS that you are no
                             longer Treasury subject to backup withholding, do
                             not cross out Internal Revenue Service such item
                             (2).
                                                                
                             SIGNATURE ___________ DATE ______  Part 3          
                                                                Awaiting TIN [ ]
                                                               
- -------------------------------------------------------------------------------


   NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
    BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
        ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
             NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                   YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
            IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

- -------------------------------------------------------------------------------

            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

   I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
60 days.


________________________________________          _____________________, 1998
            Signature                                       Date

- -------------------------------------------------------------------------------





                                                                    Exhibit 99.2

                        NOTICE OF GUARANTEED DELIVERY
                                FOR TENDER OF
                           9.15% CAPITAL SECURITIES
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
                                      OF
                          CITY HOLDING CAPITAL TRUST

      As set forth in the Exchange Offer, this Notice of Guaranteed Delivery, or
one substantially equivalent to this form, must be used to accept the Exchange
Offer (as defined below) if (i) certificates for the Issuer's (as defined below)
9.15% Capital Securities (the "Old Capital Securities") are not immediately
available, (ii) the Old Capital Securities, the Letter of Transmittal and all
other required documents cannot be delivered to The Chase Manhattan Bank (the
"Exchange Agent") on or prior to the Expiration Date (as defined in the
Prospectus referred to below) or (iii) the procedures for delivery by book-entry
transfer cannot be completed on or prior to the Expiration Date. This Notice of
Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
transmitted by facsimile transmission, to the Exchange Agent on or prior to the
Expiration Date. See "The Exchange Offer--Procedures for Tendering Old Capital
Securities" in the Prospectus.

                   The Chase Manhattan Bank, Exchange Agent

                     By Mail, Hand or Overnight Delivery:

                           The Chase Manhattan Bank
                               55 Water Street
                                   Room 234
                                North Building
                           New York, New York 10041
                             Attn: Carlos Esteves

                            Facsimile Transmission
                      (For Eligible Institutions Only):

                                (212) 638-7375
                                (212) 344-9367

                            Confirm By Telephone:

                        Carlos Esteves: (212) 638-0828


<PAGE>



      DELIVERY  OF THIS  INSTRUMENT  TO AN  ADDRESS  OTHER  THAN AS SET  FORTH
ABOVE, OR  TRANSMISSION OF INSTRUCTIONS  VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

      THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.



<PAGE>




                                      

                                      
Ladies and Gentlemen:

      The undersigned hereby tenders to City Holding Capital Trust, a Delaware
statutory business trust, upon the terms and subject to the conditions set forth
in the Prospectus dated ________ [ ], 1998 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate liquidation amount of Old Capital
Securities set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Procedure for
Tendering Old Capital Securities."

Aggregate Liquidation                 Name of Registered Holder:________________
Amount Tendered:_________________ 

Certificate Nos.                      Address:__________________________________
(if available):__________________

                                      __________________________________________


                                      Area Code and Telephone Number:___________

If Old Capital Securities will be tendered by book-entry transfer, provide the
following information:

Signature:______________________________________________________________________

DTC Account Number:_____________________________________________________________

Date:___________________________________________________________________________




               THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED


<PAGE>



                                  GUARANTEE
                    (NOT TO USED FOR SIGNATURE GUARANTEE)


The undersigned, a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein); (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer, (iii) a credit
union; (iv) a national securities exchange, registered securities association
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at its address set forth above, either the Old Capital
Securities tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Capital Securities to the Exchange Agent's
account at The Depository Trust Company ("DTC"), pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and any other required
documents within three business days after the date of execution of this Notice
of Guaranteed Delivery.

The undersigned acknowledges that it must deliver the Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and the Old Capital
Securities tendered hereby (or a book-entry confirmation) to the Exchange Agent
within the time period set forth above and that failure to do so could result a
financial loss to the undersigned.

Name of Firm:___________________________________________________________________
(Authorized Signature):_________________________________________________________
                       Title:

Address:________________________________________________________________________

        ________________________________________________________________________

                               (Include Zip Code)


Area Code and Telephone Number:_________________________________________________


Date:___________________________









NOTE:   DO NOT SEND OLD CAPITAL SECURITIES WITH THIS NOTICE OF GUARANTEED
        DELIVERY. ACTUAL SURRENDER OF OLD CAPITAL SECURITIES MUST BE MADE
        PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY
        EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.




                                     
                                                                    Exhibit 99.3


                                                                _____ [  ], 1998


                           EXCHANGE AGENT AGREEMENT




The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York  10001

Ladies and Gentlemen:

      City Holding Capital Trust, a Delaware statutory business trust (the
"Issuer") proposes to make an offer (the "Exchange Offer") to exchange up to
$30,000,000 aggregate liquidation amount of its 9.15% Capital Securities
(liquidation amount $1,000 per Capital Security) (the "Exchange Capital
Securities"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like liquidation amount of its outstanding
9.15% Capital Securities (liquidation amount of $1,000 per Capital Security)
(the "Old Capital Securities"), of which $30,000,000 aggregate liquidation
amount is outstanding. The terms and conditions of the Exchange Offer as
currently contemplated are set forth in a prospectus, dated ________ [ ], 1998
(the "Prospectus"), a copy of which is attached to this Agreement as Attachment
A, proposed to be distributed to all record holders of the Old Capital
Securities. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Prospectus.

      The Issuer hereby appoints The Chase Manhattan Bank to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Chase Manhattan Bank.

      The Exchange Offer is expected to be commenced by the Issuer on or about
__________ [ ], 1998. The Letter of Transmittal accompanying the Prospectus is
to be used by the holders of the Old Capital Securities to accept the Exchange
Offer, and contains certain instructions with respect to the Exchange Offer.

      The Exchange Offer shall expire at 5:00 p.m., New York City time, on
________ [ ], 1998 or on such later date or time to which the Issuer or City
Holding Company (the "Company") may extend the Exchange Offer (the "Expiration
Date"). Subject to the terms and conditions set forth in the Prospectus, the
Issuer and the Company expressly reserve the right to extend the Exchange Offer
from time to time and may extend the Exchange Offer by giving oral (promptly
confirmed in writing) or written notice to you no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.


<PAGE>



      The Issuer and the Company expressly reserve the right to amend or
terminate the Exchange Offer, and not to accept for exchange any Old Capital
Securities not theretofore accepted for exchange, upon the occurrence of any of
the conditions of the Exchange Offer specified in the Prospectus under the
caption "Conditions to the Exchange Offer." The Issuer or the Company will give
oral (promptly confirmed in writing) or written notice of any amendment,
termination or nonacceptance to you as promptly as practicable.

      In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

     1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer" and as
specifically set forth herein and such duties which are necessarily incidental
thereto; provided, however, that in no way will your general duty to act in good
faith be discharged by the foregoing.

     2. You will establish an account with respect to the Old Capital Securities
at The Depository Trust Company (the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Capital Securities by causing the Book-Entry Transfer Facility to transfer such
Old Capital Securities into your account in accordance with the Book-Entry
Transfer Facility' s procedure for such transfer.

     3. You are to examine each of the Letters of Transmittal, certificates for
Old Capital Securities and confirmations of book-entry transfers into your
account at the Book-Entry Transfer Facility and any Agent's Message or other
documents delivered or mailed to you by or for holders of the Old Capital
Securities to ascertain whether: (i) the Letters of Transmittal and any such
other documents are fully executed and properly completed in accordance with
instructions set forth therein and (ii) the Old Capital Securities have
otherwise been properly tendered. In each case where the Letter of Transmittal
or any other document has been improperly completed or executed or any of the
certificates for Old Capital Securities are not in proper form for transfer or
some other irregularity in connection with the acceptance of the Exchange Offer
exists, you will endeavor to inform the presenters of the need for fulfillment
of all requirements and to take any other action as may be necessary or
advisable to cause such irregularity to be corrected.

     4. With the approval of the Issuer or the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, or the Secretary of the Company
(such approval, if given orally, to be confirmed in writing) or any other party
designated by the Issuer or such officer of the Company in writing, you are
authorized to waive any irregularities in connection with any tender of Old
Capital Securities pursuant to the Exchange Offer.

     5. Tenders of Old Capital Securities may be made only as set forth in the
section of the Prospectus captioned "The Exchange Offer -- Procedures for
Tendering Old Capital Securities" or in the Letter of Transmittal and Old
Capital Securities shall be considered properly tendered to you only when
tendered in accordance with the procedures set forth therein.

            Notwithstanding the provisions of this paragraph 5, Old Capital
Securities which the Issuer or any other party designated by the Issuer in
writing shall approve as having been properly tendered shall be considered to be
properly tendered (such approval, if given orally, shall be confirmed in
writing).

<PAGE>


     6. You shall advise the Issuer with respect to any Old Capital Securities
delivered subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Capital Securities.

     7. You shall accept tenders:

          (a) in cases where the Old Capital Securities are registered in two or
more names only if signed by all named holders;

          (b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority to so act is submitted; and

          (c) from persons other than the registered holder of Old Capital
Securities provided that customary transfer requirements, including any
applicable transfer taxes, are fulfilled.

     You shall accept partial tenders of Old Capital Securities where so
indicated and as permitted in the Letter of Transmittal and deliver certificates
for Old Capital Securities to the transfer agent for split-up and return any
untendered Old Capital Securities to the holder (or to such other person as may
be designated in the Letter of Transmittal) as promptly as practicable after
expiration or termination of the Exchange Offer.

     8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Issuer will notify you (such notice if given orally, to be promptly
confirmed in writing) of the Company's and Issuer's acceptance, promptly after
the Expiration Date, of all Old Capital Securities properly tendered and you, on
behalf of the Issuer, will exchange such Old Capital Securities for Exchange
Capital Securities and cause such Old Capital Securities to be canceled.
Delivery of Exchange Capital Securities will be made on behalf of the Issuer by
you at the rate of $1,000 principal amount at maturity of Exchange Capital
Securities for each $1,000 principal amount at maturity of the Old Capital
Securities tendered promptly after notice (such notice if given orally, to be
promptly confirmed in writing) of acceptance of said Old Capital Securities by
the Issuer; provided, however, that in all cases, Old Capital Securities
tendered pursuant to the Exchange Offer will be exchanged only after timely
receipt by you of certificates for such Old Capital Securities (or confirmation
of book-entry transfer into your account at the Book-Entry Transfer Facility), a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or in lieu thereof an Agent's
Message) and any other required document. You shall issue Exchange Capital
Securities only in denominations of $100,000 or any integral multiple of $1,000
in excess thereof.

     9. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Old Capital Securities tendered pursuant to the Exchange
Offer may be withdrawn at any time on or prior to the Expiration Date.

<PAGE>


     10. The Company and the Issuer shall not be required to exchange any Old
Capital Securities tendered if any of the conditions set forth in the Exchange
Offer are not met. Notice of any decision by the Company and the Issuer not to
exchange any Old Capital Securities tendered shall be given (such notice, if
given orally, shall be promptly confirmed in writing) by the Company or the
Issuer to you.

     11. If, pursuant to the Exchange Offer, the Company or the Issuer does not
accept for exchange all or part of the Old Capital Securities tendered because
of an invalid tender, the occurrence of certain other events set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer" or otherwise, you shall as soon as practicable after the expiration or
termination of the Exchange Offer return those certificates for unaccepted Old
Capital Securities (or effect the appropriate book-entry transfer of the
unaccepted Old Capital Securities), and return any related required documents
and the Letters of Transmittal relating thereto that are in your possession, to
the persons who deposited them.

     12. All certificates for reissued Old Capital Securities or for unaccepted
Old Capital Securities shall be forwarded by (a) first-class mail, return
receipt requested, under a blanket surety bond protecting you, the Issuer and
the Company from loss or liability arising out of the non-receipt or
non-delivery of such certificates or (b) by registered mail insured separately
for the replacement value of such certificates.

     13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.

     14. As Exchange Agent hereunder you:

     (a) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of Old
Capital Securities, and will not be required to and will make no representation
as to the validity, value or genuineness of the Exchange Offer; provided,
however, that in no way will your general duty to act in good faith be
discharged by the foregoing;

     (b) shall not be obligated to take any legal action hereunder which might
in your reasonable judgment involve any expense or liability, unless you shall
have been furnished with reasonable indemnity.

     (c) shall not be liable to the Company or the Issuer for any action taken
or omitted by you, or any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, by reason of or as a result of
the administration of your duties hereunder in accordance with the terms and
conditions of this Agreement or by reason of your compliance with the
instructions set forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may reasonably rely on and shall be protected in
acting in good faith in reliance upon any certificate, instrument, opinion,
notice, letter, facsimile or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed by the proper
party or parties;

<PAGE>


     (d) may reasonably act upon any tender, statement, request, comment,
agreement or other instrument whatsoever not only as to its due execution and
validity and the effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which you shall in good faith
reasonably believe to be genuine or to have been signed or represented by a
proper person or persons;

     (e) may rely on and shall be protected in acting upon written or oral
instructions form the Issuer or any officer of the Company with respect to the
Exchange Offer;

     (f) shall not advise any person tendering Old Capital Securities pursuant
to the Exchange Offer as to the wisdom of making such tender or as to the market
value or decline or appreciation in market value of any Old Capital Securities;
and

     (g) may consult with your counsel with respect to any questions relating to
your duties and responsibilities and the written opinion of such counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by you hereunder in good faith and in accordance with
such written opinion of such counsel.

     15. You shall take such action as may from time to time be requested by the
Company, the Issuer or their counsel (and such other action as you may
reasonably deem appropriate) to furnish copies of the Prospectus, Letter of
Transmittal and the Notice of Guaranteed Delivery, or such other forms as may be
approved from time to time by the Company or the Issuer, to all persons
requesting such documents and to accept and comply with telephone requests for
information relating to the Exchange Offer, provided that such information shall
relate only to the procedures for accepting (or withdrawing from) the Exchange
Offer. The Company or the Issuer will furnish you with copies of such documents
at your request. All other requests for information relating to the Exchange
Offer shall be directed to the Chief Financial Officer of the Company at: 25
Gatewater Road, Charleston, West Virginia 25313; (304) 769-1111.

     16. You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to the Issuer, the Company and Hunton & Williams,
counsel for the Company and the Issuer, and such other person or persons as they
may request, daily, and more frequently if reasonably requested, up to and
including the Expiration Date, as to the principal amount of the Old Capital
Securities which have been tendered pursuant to the Exchange Offer and the items
received by you pursuant to this Agreement, separately reporting and giving
cumulative totals as to items properly received and items improperly received
and items covered by Notices of Guaranteed Delivery. In addition, you will also
inform, and cooperate in making available to, the Company and the Issuer or any
such other person or persons as the Company or the Issuer request from time to
time prior to the Expiration Date of such other information as they, or he
reasonably requests. Such cooperation shall include, without limitation, the
granting by you to the Company, the Issuer and such person as the Company or the
Issuer may request of access to those persons or your staff who are responsible
for receiving tenders, in order to ensure that immediately prior to the
Expiration Date, the Company and the Issuer shall have received information in
sufficient detail to enable them to decide whether to extend the Exchange Offer.
You shall prepare a list of persons who failed to tender or whose tenders were
not accepted and the aggregate principal amount of Old Capital Securities not
tendered or Old Capital Securities not accepted and deliver said list to the
Company and the Issuer at least seven days prior to the Expiration Date. You
shall also prepare a final list of all persons whose tenders were accepted, the
aggregate principal amount of Old Capital Securities accepted and deliver said
list to the Company.

<PAGE>


     17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.

     18. For services rendered as Exchange Agent hereunder you shall be entitled
to a fee of $[_______] and you shall be entitled to reimbursement of your
expenses (including fees and expenses of your counsel, which fees are expected
under normal circumstances to be not in excess of $[_______] incurred in
connection with the Exchange Offer. The obligations under this Section 18 shall
constitute joint and several obligations of the Issuer and the Company.

     19. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal attached hereto and further acknowledge that you have examined each
of them to the extent necessary to perform your duties hereunder. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.

     20. The Company and the Issuer jointly and severally agree to indemnify and
hold you harmless in your capacity as Exchange Agent hereunder against any
liability, cost or expense, including reasonable attorney's fees, arising out of
or in connection with the acceptance or administration of your duties hereunder,
including, without limitation, in connection with any act, omission, delay or
refusal made by you in reasonable reliance upon any signature, endorsement,
assignment, certificate, order, request, notice, instruction or other instrument
or document reasonably believed by you to be valid, genuine and sufficient and
in accepting any tender or effecting any transfer of Old Capital Securities
reasonably believed by you in good faith to be authorized, and in delaying or
refusing in good faith to accept any tenders or effect any transfer of Old
Capital Securities; provided, however, that the Company and the Issuer shall not
be liable for indemnification or otherwise for any loss, liability, cost or
expense to the extent arising out of your negligence, willful breach of this
Agreement, willful misconduct or bad faith. In no case shall the Company and the
Issuer be liable under this indemnity with respect to any claim against you
unless the Company and the Issuer shall be notified by you, by letter or cable
or by facsimile confirmed by letter, of the written assertion of a claim against
you or of any other action commenced against you, promptly after you shall have
received any such written assertion or commencement of action. The Company and
the Issuer shall be entitled to participate at their own expense in the defense
of any such claim or other action, and, if the Company and the Issuer so elect,
the Company and the Issuer shall assume the defense of any suit brought to
enforce any such claim. In the event that the Company and the Issuer shall
assume the defense of any such suit, the Company and the Issuer shall not be
liable for the fees and expenses of any additional counsel thereafter retained
by you so long as the Company and the Issuer shall retain counsel reasonably
satisfactory to you to defend such suit. You shall not compromise or settle any
such action or claim without the consent of the Company and the Issuer.

<PAGE>


     21. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.

     22. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together
constitute one and the same agreement.

     23. In case any provision of this Agreement 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.

     24. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.

     25. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile)
and shall be given to such party, addressed to it, at its address or telecopy
number set forth below:

            If to the Company or the Issuer:

            City Holding Company
            25 Gatewater Road
            Charleston, West Virginia 25313
            Facsimile:  (304) 769-1111
            Attention:  Robert A. Henson, CFO, Corporate Secretary

<PAGE>


            With a copy to:

            Hunton & Williams
            951 East Byrd Street
            Riverfront Plaza, East Tower
            Richmond, Virginia  23219
            Facsimile:  804/788-8218
            Attention:  Lathan M. Ewers, Jr.

            If to the Exchange Agent:

            The Chase Manhattan Bank
            450 West 33rd Street, 15th Floor
            New York, New York  10001
            Facsimile:  (212) 946-8159
            Attention:  William Keenan, Vice President

     26. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Paragraphs 18 and 20 shall survive the termination of this Agreement. Except as
provided in Section 17, upon any termination of this Agreement, you shall
promptly deliver to the company any funds or property (including, without
limitation, letters of Transmittal and any other documents relating to the
Exchange Offer) then held by you as Exchange Agent under this Agreement.

     27. This Agreement shall be binding and effective as of the date hereof.



<PAGE>



            Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.


                                    CITY HOLDING CAPITAL TRUST


                                    By:_______________________________
                                      Name:
                                      Title:

                                    CITY HOLDING COMPANY


                                    By:______________________________
                                      Name:
                                      Title:

Accepted as the date 
first above written:

THE CHASE MANHATTAN BANK


By:________________________________
    Name:
    Title:




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