SEC Filing - First Hawaiian, Inc.

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As filed with the Securities and Exchange Commission on October 17, 1997

File No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FIRST HAWAIIAN, INC.
FIRST HAWAIIAN DELAWARE 6711
CAPITAL I DELAWARE (PRIMARY 99-0156159
(EXACT NAMES OF (STATE OR OTHER STANDARD 94-3284085
REGISTRANTS AS JURISDICTION INDUSTRIAL (I.R.S. EMPLOYER
SPECIFIED IN THEIR OF INCORPORATION CLASSIFICATION IDENTIFICATION
CHARTERS) OR ORGANIZATION) CODE NUMBER) NUMBERS)

999 Bishop Street
Honolulu, Hawaii 96813
(808) 525-7000

(Address, including zip code, and telephone number, including
area code, of Registrants' principal executive offices)

Walter A. Dods, Jr.
Chairman and Chief Executive Officer
First Hawaiian, Inc.
999 Bishop Street
Honolulu, Hawaii 96813
(808) 525-7000

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

Copies to:

Howard H. Karr Lee Meyerson, Esq.
Executive Vice President and Treasurer Simpson Thacher & Bartlett
First Hawaiian, Inc. 425 Lexington Avenue
999 Bishop Street New York, New York 10017
Honolulu, Hawaii 96813 (212) 455-2000
(808) 525-8800

Approximate Date of Commencement of Proposed Sale to the Public: As
soon as practicable after this 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 Instructions 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 the form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /

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

CALCULATION OF REGISTRATION FEE

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

Capital Securities of First Hawaiian
Capital I . . . . . . . . . . . . . . $100,000,000 100% $100,000,000 $30,303
Junior Subordinated Deferrable
Interest Debentures of
First Hawaiian, Inc.. . . . . . -- -- -- --
Guarantee of First Hawaiian, Inc. -- -- -- --
Total . . . . . . . . . . . . . . $100,000,000 100% $100,000,000 $30,303

____________________

Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The Junior Subordinated Deferrable Interest Debentures will be
exchanged for outstanding unregistered Junior Subordinated Deferrable
Interest Debentures which were purchased by First Hawaiian Capital I
with the proceeds of the sale of the unregistered Capital Securities.
No separate consideration will be received for the issuance of Junior
Subordinated Deferrable Interest Debentures. Pursuant to Rule 457(a),
no separate fee is payable with respect to the Junior Subordinated
Deferrable Interest Debentures.
No separate consideration will be received for the issuance of the
Guarantee. Pursuant to Rule 457(a), no separate fee is payable with
respect to the Guarantee.
This Registration Statement is deemed to cover the rights of holders
of Capital Securities of First Hawaiian Capital I under the Trust
Agreement, the rights of holders of Junior Subordinated Deferrable

Interest Debentures under the Junior Subordinated Indenture and the
rights of holders of Capital Securities under the Guarantee. First
Hawaiian, Inc.'s obligations under the Trust Agreement, the Junior
Subordinated Deferrable Interest Debentures, the Junior Subordinated
Indenture and the Guarantee provide a full and unconditional guarantee
of the Capital Securities.

____________________

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
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 this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

=============================================================================

____________________________________________________________________________

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
____________________________________________________________________________

SUBJECT TO COMPLETION, DATED OCTOBER __, 1997

PROSPECTUS

FIRST HAWAIIAN CAPITAL I
Offer to Exchange its 8.343% Capital Securities, Series B
which have been registered under the Securities Act of 1933
for its Outstanding
8.343% Capital Securities, Series A
(Liquidation Amount $1,000 per Capital Security)
fully and unconditionally
guaranteed to the extent set forth herein by
First Hawaiian, Inc.
____________________

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997, UNLESS EXTENDED.

First Hawaiian Capital I, a Delaware statutory business trust (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
$100,000,000 aggregate liquidation amount of its 8.343% Capital Securities,
Series B (the "New 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 8.343%
Capital Securities, Series A (the "Old Capital Securities"), of which
$100,000,000 aggregate liquidation amount is outstanding. As soon as
practicable after the Exchange Offer, First Hawaiian, Inc., a Delaware
corporation (the "Corporation"), will exchange its guarantee of the payment
of distributions and payments on liquidation or redemption of the Old Capital
Securities (the "Old Guarantee") for a like guarantee of the New Capital
Securities (the "New Guarantee") and all of its 8.343% Junior Subordinated
Deferrable Interest Debentures (the "Old Junior Subordinated Debentures"), of
which $103,093,000 aggregate principal amount is outstanding, for a like
aggregate principal amount of its 8.343% Junior Subordinated Deferrable
Interest Debentures (the "New Junior Subordinated Debentures"), which New
Guarantee and New Junior Subordinated Debentures also have been registered

under the Securities Act (the exchange of the Old Capital Securities for the
New Capital Securities, the exchange of the Old Guarantee for the New
Guarantee and the exchange of the Old Junior Subordinated Debentures for the
New Junior Subordinated Debentures is referred to collectively herein as the
"Exchange"). The Old Capital Securities, the Old Guarantee and the Old Junior
Subordinated Debentures are collectively referred to herein as the "Old
Securities" and the New Capital Securities, the New Guarantee and the New
Junior Subordinated Debentures are collectively referred to herein as the
"New Securities."

The terms of the New Securities are identical in all material respects
to the respective terms of the Old Securities, except that the New Securities
have been registered under the Securities Act and therefore will not be
subject to certain restrictions on transfer applicable to the Old Securities
and will not be entitled to any increase in the distribution rate thereon or
any further registration rights under the Securities Act, except in certain
limited circumstances. See "Description of Old Securities."
The New Capital Securities and the Old Capital Securities (together, the
"Capital Securities") represent undivided beneficial ownership interests in
the assets of the Trust. The Corporation is the owner of all of the
beneficial ownership interests represented by common securities of the Trust
(the "Common Securities"; together with the Capital Securities, the "Trust
Securities"). The Trust was formed for the sole purpose of issuing the Trust
Securities and investing the proceeds thereof in the Old Junior Subordinated
Debentures, which will be exchanged for New Junior Subordinated Debentures
(together, the "Junior Subordinated Debentures"). The Junior Subordinated
Debentures will mature on July 1, 2027 (the "Stated Maturity"). The terms of
the Capital Securities provide that they will have a preference under certain
circumstances with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise over the Common Securities. See
"Description of Capital Securities--Subordination of Common Securities."

See "Risk Factors" commencing on page 12 for certain information that
should be considered by holders who tender Old Capital Securities in the
Exchange Offer.

THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND
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 , 1997.

(cover page continued)

Holders of the Capital Securities will be entitled to receive
cumulative cash distributions accumulating from June 30, 1997 and payable
semi-annually in arrears on the first day of January and July of each year,
commencing January 1, 1998, at the annual rate of 8.343% of the Liquidation
Amount of $1,000 per Capital Security ("Distributions"). The Corporation 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. Upon the termination of any
such Extension Period and the payment of all amounts then due, the
Corporation 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 Corporation will not be permitted,
subject to certain exceptions described herein, to declare or pay any cash
distributions with respect to the Corporation's capital stock or with respect
to debt securities of the Corporation that rank pari passu in all respects
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 8.343% per annum,
compounded semiannually, and holders of Capital Securities will be required
to include their pro rata share of such interest income in gross 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 Junior Subordinated Debentures are unsecured and subordinated to
all Senior Indebtedness (as defined herein). Substantially all of the
Corporation's existing indebtedness constitutes Senior Indebtedness. Because
the Corporation is a holding company, the right of the Corporation to
participate in any distribution of assets of any subsidiary, including its
principal subsidiary, First Hawaiian Bank, upon any such subsidiary's
liquidation or reorganization or otherwise is subject to the prior claims of
creditors of that subsidiary except to the extent that the Corporation may
itself be recognized as a creditor of that subsidiary. Accordingly, the
Junior Subordinated Debentures (and therefore the Capital Securities) will be
effectively subordinated to all existing and future liabilities of the
Corporation's subsidiaries, and holders thereof should look only to the
assets of the Corporation for payments on the Junior Subordinated Debentures.
See "Description of Junior Subordinated Debentures -- Subordination."

The Corporation has, through the Guarantee, 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. See
"Relationship Among the Capital Securities, the Junior Subordinated
Debentures and the Guarantee -- Full and Unconditional Guarantee." The
Guarantee of the Corporation guarantees 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 (the
"Guarantee"). See "Description of Guarantee." If the Corporation does not
make payments on the Junior Subordinated Debentures held by the Trust, the
Trust will have insufficient funds to pay Distributions on the Capital
Securities. The Guarantee does 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 Corporation 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 Corporation under the Guarantee, like its obligations
under the Junior Subordinated Debentures, are subordinate and junior in right
of payment to all Senior Indebtedness (as defined in "Description of Junior
Subordinated Debentures -- Subordination") of the Corporation.

The Capital Securities are subject to mandatory redemption, in whole
or in part, upon repayment of the Junior Subordinated Debentures at Stated
Maturity or their earlier redemption. The Junior Subordinated Debentures are
redeemable prior to maturity at the option of the Corporation, subject to the
Corporation having received the prior approval of the Board of Governors of
the Federal Reserve System (the "Federal Reserve") to do so, if such approval
is then required under applicable Federal Reserve capital guidelines or
policies, (i) on or after July 1, 2007, 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 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. See
"Description of Junior Subordinated Debentures -- Redemption."

The Corporation, as the holder of the outstanding Common Securities,
has the right at any time to dissolve the Trust, subject to the Corporation
having received the prior approval of the Federal Reserve to do so, if such
approval is then required under applicable Federal Reserve capital guidelines
or policies, 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. 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 Distribu-
tions 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 Trust is making the Exchange Offer of the New 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 Corporation 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, and subject to the two
immediately following sentences, the Corporation and the Trust believe that
New 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 New 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 New Capital Securities. However, any holder of Old
Capital Securities who is an "affiliate" of the Corporation or the Trust
(within the meaning of Rule 405 under the Securities Act) or who intends to
participate in the Exchange Offer for the purpose of distributing New Capital
Securities, or any broker-dealer who purchased Old Capital Securities from
the Trust to resell 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 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 New Capital
Securities, then such broker-dealer must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of such New
Capital Securities.

Each broker-dealer that receives New 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 New 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 Corporation 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
use this Prospectus, as it may be amended or supplemented from time to time,
to fulfill their prospectus delivery requirements with respect to the New
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). Subject to certain
exceptions, the Corporation 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 New Capital
Securities for a period ending, subject to certain exceptions, 180 days after
the date of first issuance of New Capital Securities. See "Plan of
Distribution." Any Participating Broker-Dealer who is an "affiliate" of the
Trust (within the meaning of Rule 405 under the Securities Act) 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."

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 terminate upon consummation of the
Exchange Offer). Following consummation of the Exchange Offer, the holders of
Old Capital Securities will not be entitled to any increase in the
Distribution rate thereon and will continue to be subject to all of the
existing restrictions upon transfer thereof and neither the Corporation 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."

The New Capital Securities will be a new issue of securities for
which there currently is no established trading market. Accordingly, there
can be no assurance as to the development or liquidity of any market for the
New Capital Securities. The Corporation currently does not intend to apply
for listing of the New Capital Securities on any securities exchange or for

quotation through the National Association of Securities Dealers Automated
Quotation System.

Old Capital Securities may be tendered for exchange on or prior to
5:00 p.m., New York City time, on , 1997 (such time on such date
being hereinafter called the "Expiration Date"), unless the Exchange Offer is
extended by the Corporation and 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 Corporation or the Trust. The
Corporation has agreed to pay all expenses of the Exchange Offer. See "The
Exchange Offer--Fees and Expenses." This Prospectus, together with the Letter
of Transmittal, is being sent to all registered holders of Old Capital
Securities as of , 1997.

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

AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports and other information
with the Commission. Reports, proxy statements and other information filed by
the Corporation with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Chicago Regional Office, Suite 1400,
Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois
60661; and New York Regional Office, 7 World Trade Center, 13th Floor, Suite
1300, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Commission
also maintains a Web site (http://www.sec.gov) that contains reports, proxy
statements and other information regarding the Corporation.

No separate financial statements of the Trust have been included or
incorporated by reference herein. The Corporation and the Trust do not
consider that such financial statements would be material to holders of the
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 "Description of Capital Securities," "Description of Junior Subordinated
Debentures" and "Description of Guarantee." In addition, the Corporation
does not expect that the Trust will be filing reports under the Exchange Act
with the Commission.

This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Corporation and the Trust with the
Commission under the Securities Act. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information contained in the Registration Statement and the exhibits and
schedules thereto and reference is hereby made to the Registration Statement
and the exhibits and schedules thereto for further information with respect
to the Corporation, the Trust and the securities offered hereby. Statements
contained herein concerning the provisions of any documents filed as an
exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is made to the
copy of such document so filed. Each such statement is qualified in its
entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 and Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997 are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof.

Each document filed by the Corporation with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of any offering of
securities made by this Prospectus shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such
document. Any statement contained herein, or in a document all or a portion
of which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of the Registration
Statement and 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
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.

This Prospectus incorporates documents by reference which are not
included herein or delivered herewith. These documents are available without
charge upon written or oral request from First Hawaiian, Inc., 999 Bishop
Street, Honolulu, Hawaii 96813, Attention: Howard H. Karr, Executive Vice
President and Treasurer, telephone number (808) 525-8800. In order to ensure
timely delivery of such documents, any request should be made at least five
business days prior to the Expiration Date.

PROSPECTUS SUMMARY

The following summary is qualified by the more detailed information
and financial statements appearing elsewhere, or incorporated by reference,
in this Prospectus.

First Hawaiian, Inc.

The Corporation is a bank holding company registered with the Federal
Reserve and operating under the Bank Holding Company Act of 1956, as amended
(the "BHC Act"). The Corporation, through its subsidiaries, conducts a
general commercial banking business and other businesses related to banking.
At December 31, 1996, the Corporation had consolidated total assets of $8.0
billion, total deposits of $5.9 billion and total stockholders' equity of
$705.9 million.

The Corporation's principal subsidiary is First Hawaiian Bank (the
"Bank"), a full-service bank and the oldest financial institution in Hawaii.
The Bank, which is headquartered in Honolulu, Hawaii, is a State of Hawaii
chartered bank, the deposits of which are insured by the Federal Deposit
Insurance Corporation. The Bank operates 61 branches located throughout the
State of Hawaii. As of December 31, 1996, the Bank was the second largest
bank in Hawaii in terms of total assets.

The Corporation's executive offices are located at 999 Bishop Street,
Honolulu, Hawaii 96813 (telephone no. (808) 525-7000).

First Hawaiian Capital I

The Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary
of State on June 23, 1997, and governed by the Trust Agreement (as defined
herein) among the Corporation, as Depositor, The First National Bank of
Chicago, as Property Trustee (the "Property Trustee"), First Chicago Delaware
Inc., as Delaware Trustee (the "Delaware Trustee"), the Administrative
Trustees named therein (the "Administrative Trustees", and together with the
Property Trustee and the Delaware Trustee, the "Issuer Trustees") and the
holders of the Trust Securities from time to time. The Trust's business and
affairs are conducted by its trustees. 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 or incidental thereto (such as registering the transfer of the
Trust Securities). Accordingly, the Junior Subordinated Debentures are the
sole assets of the Trust, and payments under the Junior Subordinated
Debentures are the sole source of revenue of the Trust.

The Exchange Offer

The Exchange Offer . . . Up to $100,000,000 aggregate liquidation amount
of New Capital Securities are being offered in
exchange for a like aggregate liquidation amount

of Old Capital Securities. The Trust will
issue, promptly after the Expiration Date,
$1,000 liquidation amount of New Capital
Securities in exchange for each $1,000
liquidation amount of outstanding Old Capital
Securities tendered and accepted in connection
with the Exchange Offer. For a description of
the procedures for tendering Old Capital
Securities, see "The Exchange Offer--Procedures
for Tendering Old Capital Securities."

Expiration Date . . . . . 5:00 p.m., New York City time, on _______ __,
1997 (such time on such date being hereinafter
called the "Expiration Date") unless the
Exchange Offer is extended by the Corporation
and the Trust (in which case the term
"Expiration Date" shall mean the latest date and
time to which the Exchange Offer is extended).
See "The Exchange Offer--Expiration Date;
Extensions; Amendments."

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, to the Exchange Agent,
either with the Old Capital Securities to be
tendered or in compliance with the specified
procedures for guaranteed delivery of Old
Capital Securities. Certain brokers, dealers,
commercial banks, trust companies and other
nominees may also effect tenders by book-entry
transfer. 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 Corporation or the Trust. Such
documents should only be sent to the Exchange
Agent. Questions regarding how to tender and
requests for information should be directed to
the Exchange Agent. See "The Exchange Offer--
Exchange Agent."

Resales of New Capital
Securities . . . . . . The Corporation 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
Corporation 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, and subject to the two
immediately following sentences, the Corporation
and the Trust believe that New 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 New 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 New Capital Securities.
However, any holder of Old Capital Securities
who is an "affiliate" of the Corporation or the
Trust or who intends to participate in the
Exchange Offer for the purpose of distributing
the New Capital Securities, or any broker-dealer
who purchased the Old Capital Securities from
the Trust to resell 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 New Capital Securities,
then such broker-dealer must deliver a
prospectus meeting the requirements of the
Securities Act in connection with any resales of
such New Capital Securities.

Each holder of Old Capital Securities who wishes
to exchange Old Capital Securities for New
Capital Securities in the Exchange Offer will be
required to represent that (i) it is not an
affiliate of the Trust or the Corporation, (ii)
any New Capital Securities to be received by it
are being 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, and does not intend to engage
in, a distribution (within the meaning of the
Securities Act) of such New Capital Securities.
Each broker-dealer that receives New 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 New 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 Corporation 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 use this Prospectus, as it may be
amended or supplemented from time to time, to

fulfill their prospectus delivery requirements
with respect to the New 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).
Subject to certain limitations described below
under "The Exchange Offer--Resale of New Capital
Securities," the Corporation has 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 New Capital Securities for a
period ending, subject to certain exceptions,
180 days after the date of first issuance of the
New Capital Securities. See "Plan of
Distribution." Any Participating Broker-Dealer
who is an "affiliate" of the Corporation 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."

Accrued Distributions . . Each New Capital Security will pay cumulative
Distributions from June 30, 1997. Holders of
Old Capital Securities which are accepted for
exchange 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 June 30,
1997.

Conditions to the
Exchange Offer . . . . The Exchange Offer is subject to certain
conditions, which may be waived by the
Corporation 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."

Exchange Agent . . . . . The exchange agent with respect to the Exchange
Offer is The First National Bank of Chicago (the
"Exchange Agent"). The addresses and telephone
and facsimile numbers of the Exchange Agent are
set forth below under "The Exchange Offer--
Exchange Agent" and in the Letter of
Transmittal.

Use of Proceeds . . . . . Neither the Corporation nor the Trust will
receive any cash proceeds from the issuance of
the New Capital Securities offered hereby. The
New Capital Securities will be exchanged for Old
Capital Securities of like liquidation amount,
which will be retired and cancelled. The cash
proceeds from the sale of the Old Capital
Securities were used to purchase Old Junior
Subordinated Debentures. See "Use of Proceeds."

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

Consequences of Failure Any Old Capital Securities not tendered and
to Exchange . . . . . . . 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
terminate upon consummation of the Exchange
Offer). Following consummation of the Exchange
Offer, the holders of Old Capital Securities
will not be entitled to any increase in the
Distribution rate thereon and will continue to
be subject to all of the existing restrictions
upon transfer thereof and neither the
Corporation 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."

The New Securities

Securities Offered . . . Up to $100,000,000 aggregate liquidation amount
of the Trust's 8.343% Capital Securities, Series
B, which have been registered under the
Securities Act (liquidation amount $1,000 per
Capital Security). The terms of the New Capital
Securities are identical in all material
respects to the terms of the Old Capital

Securities, except that the New 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 will not provide
for any increase in the Distribution rate
therefor under the circumstances described in
the Offering Circular, dated June 25, 1997,
under the caption "Exchange Offer; Registration
Rights". See "The Exchange Offer--Purpose and
Effect of the Exchange Offer", "Description of
Capital Securities" and "Description of the Old
Securities."

Distributions . . . . . . Holders of the Capital Securities will be
entitled to receive cumulative cash
Distributions at an annual rate of 8.343% of the
liquidation amount of $1,000 per New Capital
Security, accruing from June 30, 1997 and
payable semi-annually in arrears on the first
day of January and July of each year commencing
on January 1, 1998. The Distribution rate and
the Distribution and other payment dates for the
New Capital Securities will correspond to the
interest rate and interest and other payment
dates on the Junior Subordinated Debentures.
See "Description of Capital Securities."

Extension Periods . . . Distributions on the Capital Securities may be
deferred for the duration of any Extension
Period selected by the Corporation with respect
to the payment of interest on the Junior
Subordinated Debentures. No Extension Period
will exceed 10 consecutive semi-annual periods
or extend beyond the Stated Maturity. See
"Description of Junior Subordinated Debentures
Option to Extend Interest Payment Period" and
"Certain Federal Income Tax Consequences
Interest Income and Original Issue Discount."

Ranking . . . . . . . . . The Capital Securities rank pari passu, and
payments thereon will be made pro rata, with the
Common Securities except as described under
"Description of Capital Securities
Subordination of Common Securities." The Junior
Subordinated Debentures 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 therein). See
"Description of Junior Subordinated Debentures."
The Guarantee will constitute an unsecured

obligation of the Corporation and will rank
subordinate and junior in right of payment, to
the extent and in the manner set forth in the
Guarantee, to all Senior Indebtedness. Because
the Corporation is a holding company, the right
of the Corporation to participate in any
distribution of assets of any subsidiary,
including the Bank, upon any such subsidiary's
liquidation or reorganization or otherwise is
subject to the prior claims of creditors of that
subsidiary except to the extent that the
Corporation may itself be recognized as a
creditor of that subsidiary. Accordingly, the
Junior Subordinated Debentures (and therefore
the Capital Securities) and the Guarantee will
be effectively subordinated to all existing and
future liabilities of the Corporation's
subsidiaries, and holders thereof should look
only to the assets of the Corporation for
payments on the Junior Subordinated Debentures
and the Guarantee. See "Description of
Guarantee."

Redemption . . . . . . . The Capital Securities are subject to mandatory
redemption (i) in whole, but not in part, at the
Stated Maturity upon repayment of the Junior
Subordinated Debentures, (ii) in whole, but not
in part, contemporaneously with the optional
redemption at any time by the Corporation of the
Junior Subordinated Debentures upon the
occurrence and continuation of a Tax Event or
Capital Treatment Event and (iii) in whole or in
part at any time on or after July 1, 2007,
contemporaneously with, and to the extent of the
proceeds from, the optional redemption by the
Corporation of the Junior Subordinated
Debentures, in each case at the applicable
Redemption Price. See "Description of Capital
Securities Redemption."

ERISA Considerations . . Prospective participants in the Exchange Offer
must carefully consider the matters set forth
under "Certain ERISA Considerations."

Absence of Market for the
New Capital Securities The New Capital Securities will be a new issue
of securities for which there currently is no
established trading market. Accordingly, there
can be no assurance as to the development or
liquidity of any market for the New Capital
Securities. The Corporation currently does not
intend to apply for listing of the New Capital

Securities on any securities exchange or for
quotation through the National Association of
Securities Dealers Automated Quotation System.

Risk Factors

Holders of Old Capital Securities should carefully consider
the matters set forth under "Risk Factors" before tendering their Old Capital
Securities in the Exchange Offer.

RISK FACTORS

Prospective purchasers of the New Capital Securities should carefully
review the information contained elsewhere in this Prospectus and should
particularly consider the following matters. To the extent any of the
information contained or incorporated by reference in this Prospectus
constitutes a "forward-looking statement" as defined in Section 27A(i)(1) of
the Securities 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.

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

The obligations of the Corporation under the Guarantee and under the
Junior Subordinated Debentures are subordinate and junior in right of payment
to all Senior Indebtedness of the Corporation. Because the Corporation is a
holding company, the right of the Corporation to participate in any
distribution of assets of any subsidiary, including the Bank, upon such
subsidiary's dissolution, winding-up, liquidation or reorganization or
otherwise (and thus the ability of holders of the Capital Securities to
benefit indirectly from such distribution), is subject to the prior claims of
creditors of that subsidiary, except to the extent that the Corporation may
itself be a creditor of that subsidiary and its claims are recognized. There
are various legal limitations on the extent to which certain of the
Corporation's subsidiaries may extend credit, pay dividends or otherwise
supply funds to, or engage in transactions with, the Corporation or certain
of its other affiliates. Accordingly, the Junior Subordinated Debentures and
Guarantee will be effectively subordinated to all existing and future
liabilities of the Corporation's subsidiaries, and holders of Junior
Subordinated Debentures and the Guarantee should look only to the assets of
the Corporation for payments on the Junior Subordinated Debentures and the
Guarantee. 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 Corporation
or its subsidiaries. See "Description of Guarantee -- Status of the
Guarantee" and "Description of Junior Subordinated Debentures --
Subordination."

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

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 Corporation 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 (and the amount of
Distributions to which holders of the Capital Securities are entitled will
accumulate additional Distributions thereon at the rate of 8.343% per annum,
compounded semi-annually from the relevant payment date for such
Distributions) during any such Extension Period. During any such Extension
Period, the Corporation 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 Corporation'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 Corporation 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 Corporation 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 Corporation (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 Corporation's capital stock (or any capital stock
of an affiliate of the Corporation) for any class or series of the
Corporation's capital stock or of any class or series of the Corporation's
indebtedness for any class or series of the Corporation's capital stock, (c)
the purchase of fractional interests in shares of the Corporation'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 the adoption of any shareholders' rights plan, or
the issuance of rights, stock or other property under any shareholders'
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 Corporation may
further defer the payment of interest on the Junior Subordinated Debentures,
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 the
annual rate of 8.343%, compounded semi-annually, to the extent permitted by
applicable law), the Corporation may elect to begin a new Extension Period
subject to the above conditions. There is no limitation on the number of
times that the Corporation 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."

Should an Extension Period occur, a holder of Capital Securities will
be required to accrue income (in the form of OID) 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 be required to include such holder's
allocable share of the stated interest (and de minimus OID, if any) on the
Junior Subordinated Debentures 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 "--Sales or Redemptions of Capital Securities."

The Corporation 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 Corporation 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 Corporation's right to defer
interest payments, the market price of the Capital Securities (which
represent undivided beneficial ownership interests in the assets of the
Trust) may be more volatile than the market prices of other similar
securities where the Issuer does not have such right to defer interest
payments.

Tax Event or Capital Treatment Event Redemption

Upon the occurrence and during the continuation of a Tax Event or
Capital Treatment Event, the Corporation has the right, subject to the
Corporation having received prior approval of the Federal Reserve to do so,
if such approval is then required under applicable Federal Reserve capital
guidelines or policies, 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 or Capital Treatment Event and thereby cause a mandatory redemption
of the Capital Securities. Any such redemption shall be at a price equal to
the Make-Whole Amount (as defined in "Description of Capital Securities --
Redemption"), together with accumulated Distributions to but excluding the
date fixed for redemption.

A "Tax Event" means the receipt by the Trust of an opinion of counsel
to the Corporation experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or
any political subdivision or taxing authority thereof or therein, or as a
result of any official administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment
or change is effective or which proposed change, pronouncement, action or
decision is announced on or after the date of issuance of the Capital
Securities by the Trust, there is more than an insubstantial risk that (i)
the 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 Corporation 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 Corporation, 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 of counsel, subject to more than a de minimis amount
of other taxes, duties or other governmental charges.
A "Capital Treatment Event" means the reasonable determination by the
Corporation that, as a result of the occurrence of any amendment to, or
change (including any announced proposed 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 Corporation 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 capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Corporation.

Exchange of Capital Securities for Junior Subordinated Debentures

The Corporation, as the holder of all of the outstanding Common
Securities, has the right, subject to having received the prior approval of
the Federal Reserve to do so, if such approval is then required under
applicable Federal Reserve capital guidelines or policies, 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. See "Description of Capital
Securities -- Liquidation Distribution Upon Dissolution."

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 would not be a taxable event to holders of the New
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 could 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 Securityholders."

Market Prices

There can be no assurance as to the market prices for the Capital
Securities, or 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 such
Capital Securities. See "Description of Junior Subordinated Debentures."

Rights Under the Guarantee

The First National Bank of Chicago will act as the trustee under the
New Guarantee (the "Guarantee Trustee") and will hold the New Guarantee for
the benefit of the holders of the Capital Securities. The First National
Bank of Chicago will also act as Debenture Trustee for the New Junior
Subordinated Debentures and acts as Property Trustee under the Trust
Agreement. The terms of the New Guarantee are substantially identical to
those of the Old Guarantee (the New Guarantee and the Old Guarantee being
referred to herein collectively as the "Guarantee"). The Guarantee guarantees
to the holders of the Capital Securities the following payments, to the
extent not paid by 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
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, 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 after satisfaction of liabilities to creditors of the Trust as required
by applicable law. The Guarantee is subordinate as described under "--
Ranking of Subordinated Obligations Under the Guarantee and the Junior
Subordinated Debentures." 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. In the event that the Guarantor has failed to
make a payment required under the Guarantee, any holder of the Capital
Securities may institute a legal proceeding directly against the Corporation
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 Corporation were to default on its obligation to pay amounts
payable under the Junior Subordinated Debentures, the Trust would 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 Corporation
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
Corporation 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
Corporation will have a right of set-off under the Junior Subordinated
Indenture to the extent of any payment made by the Corporation 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 Junior Subordinated 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.

Limited Voting Rights

Holders of 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 holder of Junior Subordinated
Debentures. Holders of Capital Securities are not entitled to appoint,
remove or replace the Property Trustee or the Delaware Trustee except upon
the occurrence of certain events described herein. The Trustees and the
holders of all of 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 other provisions under the Trust Agreement or to ensure that the Trust
(i) will not be taxable as a corporation or as other than 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 Trustees; Appointment of Successors."

Absence of Public Market for New Capital Securities

Although the New Capital Securities will generally be permitted to be
resold or otherwise transferred by the holders (who are not affiliates of the
Corporation or the Trust) without compliance with the registration
requirements under the Securities Act, they will constitute a new issue of
securities with no established trading market. Accordingly, no assurance can
be given that an active public or other market will develop for the New
Capital Securities or as to the liquidity of the trading market for the New
Capital Securities. The Corporation does not intend to apply for listing of
the New Capital Securities on any securities exchange or for quotation
through the National Association of Securities Dealers Automated Quotation
System.

If a public trading market develops for the New Capital Securities,
future trading prices of such securities will depend on many factors,
including, among other things, prevailing interest rates, the financial
condition and results of operations of the Corporation and the market for
similar securities.

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

Each broker-dealer that receives New 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, will be required to deliver a
prospectus in connection with any resale of such New Capital Securities. See
"Plan of Distribution."

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 that 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 that remain outstanding
will not be entitled to any increase in the Distribution rate thereon or any
rights to have such Old Capital Securities registered under the Securities
Act (subject to certain limited exceptions). The Corporation and the Trust
do not intend to register under the Securities Act any Old Capital Securities
that remain outstanding after consummation of the Exchange Offer (subject to
such limited exceptions, if applicable).

The Old Capital Securities were issued to, and the Corporation
believes are currently owned by, a small number of beneficial owners. To the
extent that Old Capital Securities are tendered and accepted in connection
with the Exchange Offer, any trading market for Old Capital Securities that
remain outstanding after the Exchange Offer could be adversely affected.

Exchange Offer Procedures

Issuance of the New 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 and all other required documents.
Therefore, holders of the Old Capital Securities desiring to tender such Old
Capital Securities in exchange for New Capital Securities should allow
sufficient time to ensure timely delivery. The Trust is under no duty to
give notification of defects or irregularities with respect to the tenders of
Old Capital Securities for exchange.

USE OF PROCEEDS

Neither the Corporation nor the Trust will receive any cash proceeds
from the issuance of the New Capital Securities offered hereby. The New
Capital Securities will be exchanged for Old Capital Securities of like
aggregate liquidation amount, which will be retired and cancelled. The cash
proceeds from the sale of the Old Capital Securities were used to purchase
the Old Junior Subordinated Debentures. The Corporation expects to use the
proceeds it received from the sale of the Old Junior Subordinated Debentures
for general corporate purposes, which may include the repayment of
indebtedness, repurchases of its outstanding common stock, investments in or
extensions of credit to its subsidiaries and the financing of possible
acquisitions. Pending such use, the net proceeds may be temporarily invested
in debt securities and other obligations. The precise amounts and timing of
the application of such proceeds will depend upon the funding requirements of
the Corporation and its subsidiaries and the availability of other funds.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the Corporation's consolidated ratios
of earnings to fixed charges, calculated both excluding and including
interest on deposits. For the purpose of computing the consolidated ratios
of earnings to fixed charges, earnings represent consolidated income before
income taxes and cumulative effect of a change in accounting principle plus
fixed charges. Fixed charges excluding interest on deposits consist of
interest (other than on deposits), whether expensed or capitalized, and that
portion of rental expense (generally one-third) deemed representative of the
interest factor. Fixed charges including interest on deposits consist of the
foregoing items plus interest on deposits.

Six Months
Ended Year Ended December 31,
June 30, ------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------ -------------

Earnings to Fixed Charges:
Excluding Interest on Deposits . . . . . 2.72x 2.54x 2.30x 2.72x 4.15x 4.48x
Including Interest on Deposits . . . . . 1.47x 1.45x 1.45x 1.60x 1.71x 1.57x

The Corporation did not have any preferred stock outstanding during
the periods shown above.

REGULATORY TREATMENT

The Corporation is required by the Federal Reserve to maintain
certain levels of capital for bank regulatory purposes. The Corporation
expects that the Capital Securities will be treated as Tier 1 capital of the
Corporation for such purposes.

ACCOUNTING TREATMENT

For financial reporting purposes, the Trust will be treated as a
subsidiary of the Corporation and, accordingly, the accounts of the Trust
will be included in the consolidated financial statements of the Corporation.
The Capital Securities will be presented as part of debt and capitalized
lease obligations in the consolidated statement of financial condition.
Appropriate disclosure about the Junior Subordinated Debentures and the
Guarantee will be included in the notes to the consolidated financial
statements. For financial reporting purposes, the Corporation will record
Distributions payable on the Capital Securities as interest expense in the
consolidated statement of income.

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Corporation as of June 30, 1997. The following data should be read in
conjunction with the consolidated financial statements and notes thereto of
the Corporation which are incorporated herein by reference.

June 30, 1997
----------------------
(Dollars in thousands)

Long-Term Debt
Subordinated Notes . . . . . . . . . . . . . . $ 150,000
Subsidiary obligations . . . . . . . . . . . . 26,737
Guaranteed Preferred Beneficial Interests in
Corporation's Junior Subordinated Deferrable
Interest Debentures . . . . . . . . . . . 100,000
-------
Total long-term debt . . . . . . . . . . . . 276,737
Stockholders' Equity
Preferred stock, $5 par value; authorized and
unissued -- 50,000,000 shares . . . . . . . --
Common stock, $5 par value; authorized --
100,000,000 shares; issued -- 33,190,374
shares . . . . . . . . . . . . . . . . . . . 165,952
Surplus . . . . . . . . . . . . . . . . . . . 148,180
Retained earnings . . . . . . . . . . . . . . 451,771
Unrealized valuation adjustment . . . . . . . 827
Treasury stock, at cost (1,381,619 shares) . . (37,879)

June 30, 1997
----------------------
(Dollars in thousands)

Total stockholders' equity . . . . . . . . . 728,851
----------
Total long-term debt and stockholders' equity $1,005,588
==========
____________________

Guaranteed Preferred Beneficial Interests in Corporation's Junior
Subordinated Deferrable Interest Debentures reflects the Capital
Securities at their issue price. As described herein, the sole assets
of the Trust consist of $103,093,000 principal amount of the
Corporation's 8.343% Junior Subordinated Debentures which will mature
on July 1, 2027. The Corporation owns all of the Common Securities of
the Trust.

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

In connection with the sale of the Old Capital Securities, the
Corporation and the Trust entered into a Registration Rights Agreement (the
"Registration Rights Agreement") with the Initial Purchaser of the Old
Capital Securities (the "Initial Purchaser"), pursuant to which the
Corporation 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 Capital
Securities with terms identical in all material respects to the terms of the
Old Capital Securities. A copy of the Registration Rights Agreement is an
exhibit to the Registration Statement of which this Prospectus is a part.

The Exchange Offer is being made to satisfy the contractual
obligations of the Corporation and the Trust under the Registration Rights
Agreement. The form and terms of the New Capital Securities are the same as
the form and terms of the Old Capital Securities except that the New Capital
Securities have been registered under the Securities Act and therefore will
not be subject to certain restrictions on transfer applicable to the Old
Capital Securities. In addition, 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 certain limited circumstances.
See "Risk Factors--Consequences of a Failure to Exchange Old Capital
Securities" and "Description of Capital Securities."

As soon as practicable after the Expiration Date, the Corporation
will exchange the Old Guarantee for the New Guarantee and all of the Old
Junior Subordinated Debentures, of which $103,093,000 aggregate principal
amount is outstanding, for a like aggregate principal of the New Junior
Subordinated Debentures. The New Guarantee and New Junior Subordinated
Debentures have been registered 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.
Holders of Old Capital Securities do not have any appraisal or dissenters'
rights in connection with the Exchange Offer.

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 the registered holder, or
any person whose Old Capital Securities are held of record by The Depository
Trust Company who desires to deliver such Old Capital Securities by book-
entry transfer at The Depository Trust Company.

Terms of the Exchange

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 $100,000,000 aggregate liquidation amount of New Capital
Securities for a like aggregate liquidation amount of Old Capital Securities
properly tendered on or prior to the Expiration Date (as defined below) and
not properly withdrawn in accordance with the procedures described below.
The Trust will issue, promptly after the Expiration Date, $1,000 liquidation
amount of New Capital Securities in exchange for each $1,000 liquidation
amount of outstanding Old Capital Securities tendered and accepted in
connection with the Exchange Offer.

The Exchange Offer is not conditioned upon any minimum liquidation
amount of Old Capital Securities being tendered. As of the date of this
Prospectus, $100,000,000 aggregate liquidation amount of the Old Capital
Securities is outstanding.

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 Corporation will pay all charges and expenses, other
than certain applicable taxes described below, in connection with the
Exchange Offer. See "--Fees and Expenses."

Each holder who tenders 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 the tendered 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 that 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.

The Trust reserves the right in its sole discretion to (a) purchase
or make offers for any Old Capital Securities that remain outstanding
subsequent to the Expiration Date, or, as set forth under "--Expiration Date;
Extensions; Amendments," to terminate the Exchange Offer and (b) to the
extent permitted by applicable law, purchase Old Capital Securities in the
open market, in privately negotiated transactions or otherwise. The terms of
any such purchases or offers may differ from the terms of the Exchange Offer.

Expiration Date; Extensions; Amendments

The term "Expiration Date" means 5:00 p.m., New York City time, on
_______ __, 1997 unless the Exchange Offer is extended by the Corporation and
the Trust (in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended).

The Corporation 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 or to terminate the Exchange Offer (whether or not any Old Capital
Securities have theretofore been accepted for exchange) if the Corporation
and the Trust determine, in their 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, as the case may be,
(ii) 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 (iii) to
waive any condition or otherwise amend the terms of the Exchange Offer in any
respect deemed by them to be advantageous to the holders of the Old Capital
Securities. If the Exchange Offer is amended in a manner determined by the
Corporation and the Trust to constitute a material change, or if the
Corporation and the Trust waive a material condition of the Exchange Offer,
the Trust will promptly disclose such amendment by means of a prospectus
supplement that will be distributed to the registered holders of the Old
Capital Securities, and the Corporation 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 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 Trust may choose to make any
public announcement and subject to applicable law, 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.
Resales of New Capital Securities

The Trust is making the Exchange Offer for the 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 Corporation 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, and subject to the two
immediately following sentences, the Corporation and the Trust believe that
New 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 New 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 New Capital Securities. However, any holder of Old
Capital Securities who is an "affiliate" of the Corporation or the Trust
(within the meaning of Rule 405 under the Securities Act) or who intends to
participate in the Exchange Offer for the purpose of distributing New Capital
Securities, or any broker-dealer who purchased Old Capital Securities from
the Trust to resell 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 New Capital Securities, then such broker-dealer must deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resales of such New Capital Securities.

Each holder of Old Capital Securities who wishes to exchange Old
Capital Securities for New Capital Securities in the Exchange Offer will be
required to represent that (i) it is not an "affiliate" of the Corporation or
the Trust, (ii) any New 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, and does not intend to
engage in, a distribution (within the meaning of the Securities Act) of such
New Capital Securities. In addition, the Corporation 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 Corporation 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 Capital Securities to be exchanged in
the Exchange Offer. Any broker-dealer that receives New 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 New 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 Corporation 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 use this Prospectus, as it may be
amended or supplemented from time to time, to fulfill their prospectus
delivery requirements with respect to the New 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). Subject to certain provisions set forth in the
Registration Rights Agreement, the Corporation 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
New Capital Securities for a period ending 180 days after the Registration
Statement of which this Prospectus constitutes a part is declared effective.
See "Plan of Distribution." Any Participating Broker-Dealer who is an
"affiliate" of the Corporation 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.

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, that, upon receipt of notice from the
Corporation 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
circumstances under which they were made, not misleading, such Participating
Broker-Dealer will suspend the sale of New Capital Securities pursuant to
this Prospectus until the Corporation 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 Corporation or the Trust has given notice
that the sale of the New Capital Securities may be resumed, as the case may
be.

Acceptance for Exchange and Issuance of New 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, New Capital
Securities for Old Capital Securities validly tendered and not withdrawn
(pursuant to the withdrawal rights described under "--Withdrawal Rights")
promptly after the Expiration Date.

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 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 New 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 Corporation and the Trust extend the Exchange
Offer or are unable to accept for exchange or exchange Old Capital Securities
tendered pursuant to the Exchange Offer, then, without prejudice to the
Corporation's or 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."

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 and any other required documents, must
be received by the Exchange Agent at one of its addresses set forth under "--
Exchange Agent," and one of the following must apply: (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 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. 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 Exchange Agent will establish an account
with respect to the Old Capital Securities at The Depository Trust Company
("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
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.

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 registered 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 (each, an "Eligible Institution"), unless surrendered on behalf
of such Eligible Institution. See Instruction 1 to the Letter of
Transmittal.

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 before the Expiration
Date, or the procedures 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:

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

(ii) 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 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 properly completed and duly executed Letter
of Transmittal (or facsimile thereof), with any required signature
guarantees and any other documents required by the Letter of
Transmittal, are received by the Exchange Agent within five 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,
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 provisions hereof, the delivery of New
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), together with any required signature guarantees and
any other documents required by the Letter of Transmittal. Accordingly, the
delivery of New 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.

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, the Trust and the Corporation
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
Trust, in its sole discretion, whose determination shall be final and binding
on all parties. The Trust reserves the absolute right, in its sole and
absolute discretion, to reject any and all tenders determined by it not to be
in proper form or the acceptance of which, or exchange for which, may, in the
view of counsel to the Trust, be unlawful. The Trust also reserves 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 Trust's interpretation 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 Trust, any affiliates or
assigns of 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 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 Trust, proper evidence satisfactory to the Trust, in its
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.

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,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses 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 in 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 above under "--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, telex
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 Trust, any affiliates or assigns of 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 the New Capital Securities

Each New Capital Security will pay cumulative Distributions from the
most recent Distribution Date on the Old Capital Securities surrendered in
exchange for such New Capital Securities or, if no Distributions have been
paid on such Old Capital Securities, from June 30, 1997. Holders of the 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 on such Old Capital
Securities prior to the original issue date of the New Capital Securities or,
if no such Distributions have been paid, 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 June 30, 1997.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Trust will not be required to accept for
exchange, or to exchange, any Old Capital Securities for any New 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:

(a) there shall occur a change in the current
interpretation by the staff of the Commission which permits the New
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 Corporation 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 New 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 New Capital
Securities;

(b) any action or proceeding shall have been instituted or
threatened in any court or by or before any governmental agency or
body with respect to the Exchange Offer which, in the Trust's
judgment, would reasonably be expected to impair the ability of the
Trust or the Corporation to proceed with the Exchange Offer;

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

(d) a banking moratorium shall have been declared by United
States federal or New York or Hawaii state authorities which, in the

Trust's judgment, would reasonably be expected to impair the ability
of the Trust or the Corporation to proceed with the Exchange Offer;

(e) trading on the New York Stock Exchange or generally in
the over-the-counter market shall have been suspended by order of the
Commission or any other governmental authority which, in the Trust's
judgment, would reasonably be expected to impair the ability of the
Trust or the Corporation to proceed with the Exchange Offer;

(f) 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 Corporation or the Trust, threatened for that
purpose or any governmental approval has not been obtained, which
approval the Trust shall, in its sole discretion, deem necessary for
the consummation of the Exchange Offer as contemplated hereby; or

(g) any change, or any development involving a prospective
change, in the business or financial affairs of the Corporation or
any of its subsidiaries has occurred which, in the sole judgment of
the Trust, might materially impair the ability of the Trust or the
Corporation to proceed with the Exchange Offer.

If the Corporation and the Trust determine in their sole and absolute
discretion that any of the foregoing events or conditions has occurred or
exists, the Corporation and the Trust 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
Corporation and the Trust will promptly disclose such waiver by means of a
prospectus supplement that will be distributed to the registered holders of
the Old Capital Securities, and the Corporation and the Trust will extend the
Exchange Offer to the extent and in the manner required by Rule 14e-1 under
the Exchange Act.

Exchange Agent

The First National Bank of Chicago 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 as follows:

The First National Bank of Chicago
c/o First Chicago Trust Company
of New York
14 Wall Street, 8th Floor
New York, New York 10005
Attention: Corporate Trust Administration
Telephone: (212) 240-8801
Facsimile: (212) 240-8938

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

Fees and Expenses

The Corporation 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 Corporation 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,
New 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 Corporation nor the Trust will make any payment to
brokers, dealers or others for soliciting acceptances of the Exchange Offer.

DESCRIPTION OF CAPITAL SECURITIES

Pursuant to the terms of the Trust Agreement for the Trust, the
Issuer Trustees on behalf of the Trust have issued the Old Capital Securities
and the Common Securities and will issue the New Capital Securities. The Old
Capital Securities represent, and the New Capital Securities will represent,
undivided beneficial ownership 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 over the Common Securities, as well as other benefits as
described in the Trust Agreement. This summary of certain provisions of the
Capital Securities and the Trust Agreement, which describes the material
provisions thereof, does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all the provisions of the Trust
Agreement, including the definitions therein of certain terms. Wherever
particular defined terms of the Trust Agreement are referred to herein, such
defined terms are incorporated herein by reference.

General

The Capital Securities rank pari passu, and payments will be made
thereon pro rata, with the Common Securities except as described under "--
Subordination of Common Securities." Legal title to the Junior Subordinated
Debentures will be 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."

Distributions

The Capital Securities represent undivided beneficial ownership
interests in the assets of the Trust, and Distributions on each Capital
Security will be payable at the annual rate of 8.343% of the stated
Liquidation Amount of $1,000, payable semi-annually in arrears on January 1
and July 1 of each year (each a "Distribution Date"), to the holders of the
Capital Securities at the close of business on the fifteenth day (whether or
not a Business Day (as defined herein)) next preceding the relevant
Distribution Date. Distributions on the Capital Securities will be
cumulative. Distributions will accumulate from June 30, 1997. The first
Distribution Date for the Capital Securities will be January 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 Corporation 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 or end on a date other than an Interest
Payment Date. As a consequence of any such election, semi-annual
Distributions on the Capital Securities will be deferred by the Trust during
any such Extension Period. Distributions to which holders of the Capital
Securities are entitled will accumulate additional Distributions thereon at
the rate per annum of 8.343% 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 number of 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 Corporation
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
Corporation'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 Corporation 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 Corporation 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 Corporation (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
Corporation's capital stock (or any capital stock of a subsidiary of the
Corporation) for any class or series of the Corporation's capital stock or of
any class or series of the Corporation's indebtedness for any class or series
of the Corporation's capital stock, (c) the purchase of fractional interests
in shares of the Corporation'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 the adoption
of 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 Corporation 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 or
end on a date other than an Interest Payment Date. Upon the termination of
any such Extension Period and the payment of all amounts then due, the
Corporation may elect to begin a new Extension Period. There is no
limitation on the number of times that the Corporation may elect to begin an
Extension Period. 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 Corporation 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. See "Description of Junior Subordinated Debentures." If the
Corporation does not make payments on the Junior Subordinated Debentures, the
Trust will 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 Corporation 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 Stated 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 herein) 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 the date of
redemption (the "Redemption Date") and the related amount of the premium, if
any, paid by the Corporation upon the concurrent redemption of such Junior
Subordinated Debentures. See "Description of Junior Subordinated Debentures
- -- Redemption." If less than all of 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 Corporation 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 Corporation has the right to redeem the Junior Subordinated
Debentures (i) on or after July 1, 2007, 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 or
Capital Treatment Event (each as defined herein). A redemption of the Junior

Subordinated Debentures would cause a mandatory redemption of a Like Amount
of the Capital Securities and Common Securities.

The Redemption Price, in the case of a redemption under (i) above,
shall equal 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 July
1:

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

2007 . . . . . . . . . . . . . . . 104.1715%
2008 . . . . . . . . . . . . . . . 103.7544
2009 . . . . . . . . . . . . . . . 103.3372
2010 . . . . . . . . . . . . . . . 102.9201
2011 . . . . . . . . . . . . . . . 102.5029
2012 . . . . . . . . . . . . . . . 102.0858
2013 . . . . . . . . . . . . . . . 101.6686
2014 . . . . . . . . . . . . . . . 101.2515
2015 . . . . . . . . . . . . . . . 100.8343
2016 . . . . . . . . . . . . . . . 100.4172

and 100% on or after July 1, 2017.

The Redemption Price, in the case of a redemption prior to July 1,
2007 following a Tax 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 or (ii) as
determined by a Quotation Agent (as defined herein), 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 July 1, 2007, together with the present values of scheduled
payments of interest from the Redemption Date to July 1, 2007 (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) 1.35% if such Redemption Date occurs on or before
July 1, 1998 or (ii) 0.50% if such Redemption Date occurs after July 1, 1998.

"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 (i) a Saturday or Sunday, (ii)
a day on which banking institutions in The City of New York or in Honolulu,
Hawaii are authorized or required by law or executive order to remain closed,
or (iii) a day on which the Property Trustee's Corporate Trust Office or the
Corporate Trust Office of the Debenture Trustee is closed for business.

"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 July 1,
2007, 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.

"Quotation Agent" means Goldman, Sachs & Co. and their respective
successors; provided, however, that if the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City, then the
Corporation shall substitute therefor another primary U.S. Government
securities dealer in New York City.

"Reference Treasury Dealer" means a primary U.S. Government
securities dealer in New York City selected by the Debenture Trustee after
consultation with the Corporation.

"Comparable Treasury Price" means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the

Debenture Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.

"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.

"Like Amount" means (i) with respect to a redemption of any 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 Junior Subordinated
Indenture, allocated to the Common Securities and to the Capital Securities
based upon the relative Liquidation Amounts of such classes, the proceeds of
which will be used to pay the Redemption Price of such Trust Securities, (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 and (iii) with respect to any
Liquidation Distributions to holders of Trust Securities, Junior Subordinated
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities in respect of which such distribution is made.

"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 Corporation experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or
any political subdivision or taxing authority thereof or therein, or as a
result of any official administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment
or change is effective or which proposed change, pronouncement, action or
decision is announced on or after the date of issuance of the Capital
Securities by the Trust, there is more than an insubstantial risk that (i)
the 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 Corporation 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 Corporation, 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.

"Capital Treatment Event" means the reasonable determination by the
Corporation that, as a result of the occurrence of any amendment to, or

change (including any announced proposed 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 Corporation 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 capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Corporation.

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."

If the Property Trustee gives a notice of redemption in respect of
the 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 of the Capital Securities 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 such Capital Securities so called for redemption
will cease, except the right of the holders of such Capital Securities to
receive the Redemption Price and any Distribution payable in respect of the
Capital Securities on or prior to the Redemption Date, but without interest
on such Redemption Price, and such Capital Securities will cease to be
outstanding. If any date fixed for redemption of 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
Corporation 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 Corporation 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 as
described in "Offer and Resale."

If less than all of 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 based
on their respective Liquidation Amounts 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 herein),
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 Corporation 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 Corporation pursuant to the Guarantee,
Distributions will cease to accumulate on the Capital Securities or portions
thereof) called for redemption.

Subordination of Common Securities

Payment of Distributions on, the Redemption Price of, and any
Liquidation Distribution in respect 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, Redemption Date or Liquidation Date (as defined herein) a
Debenture Event of Default has occurred and is continuing as a result of any
failure by the Corporation to pay any amounts in respect of the Junior
Subordinated Debentures when due, no payment of any Distribution (including
any additional Distributions) on, Redemption Price of, or Liquidation
Distribution in respect 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 of 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 of 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 available to the Property Trustee
shall first be applied to the payment in full in cash of all Distributions
on, Redemption Price of, or the Liquidation Distribution in respect of, the
Capital Securities then due and payable. "Liquidation Date" means the date
of the dissolution, wind-up or termination of the Trust pursuant to the Trust
Agreement.

In the case of any Event of Default (as defined herein) resulting
from a Debenture Event of Default, the holders of the Common Securities will
have no right to act with respect to any such Event of Default under the
Trust Agreement until the effect 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, subject to certain exceptions, which may be in the form
of a distribution of such amount in Junior Subordinated Debentures.

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 Corporation; (ii) the distribution of a Like Amount of the
Junior Subordinated Debentures to the holders of the Trust Securities, 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) redemption of all of 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
determined by the Property Trustee not to be 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 (based upon Liquidation Amounts). 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 Corporation to pay any amounts in respect of the Junior
Subordinated Debentures when due, the Capital Securities shall have a
priority over the Common Securities.

After the Liquidation Date 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 the
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, (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 Capital Securities for transfer or reissuance and (iv) all rights of
holders holding Capital Securities will cease, except the right of such
holders to receive Junior Subordinated Debentures upon surrender of
certificates representing Capital Securities.

If the Corporation does not redeem the Junior Subordinated Debentures
prior to 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 such Capital Securities.

Events of Default; Notice

Any one of the following events constitutes an "Event of Default"
under the Trust Agreement (an "Event of Default") with respect to the Capital
Securities (whatever the reason for such Event of Default and whether it is
voluntary or involuntary or is 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 Junior Subordinated Debentures -- Debenture Events of
Default"); or

(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 Trustees in the
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
(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 Trustees and the Corporation 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 Trust Securities,
the Administrative Trustees and the Corporation, unless such Event of Default
has been cured or waived. The Corporation, as Depositor, and the
Administrative Trustees 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 Corporation 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 "--
Subordination of Common Securities," "--Liquidation Distribution Upon
Dissolution" and "Description of Junior Subordinated Debentures -- Debenture
Events of Default."

The existence of an Event of Default does not entitle the holders of
Capital Securities to accelerate the maturity thereof.

Removal of Issuer Trustees; Appointment of Successors

Unless a Debenture Event of Default has occurred and is continuing,
any Issuer Trustee may be removed at any time by the holders of the Common
Securities. If a Debenture Event of Default has occurred and is continuing,
the Property Trustee or the Delaware Trustee, or both of them, may be removed
at such time by the holders of a majority in Liquidation Amount of the
outstanding Capital Securities. In no event will the holders of the Capital
Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in the
holders of the Common Securities. No resignation or removal of an Issuer
Trustee and no appointment of a successor trustee will be effective until the
acceptance of appointment by the successor trustee in accordance with the
provisions of the 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 is a party, or any entity succeeding to all or substantially
all the corporate trust business of such Issuer Trustee, will be the
successor of such Issuer Trustee under the Trust Agreement, provided such
entity is otherwise qualified and eligible.

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 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
Administrative Trustees, but without the consent of the holders of the
outstanding Capital Securities, the Property Trustee and the Delaware
Trustee, merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an
entirety to a trust organized 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 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 of 1940, as amended (the "Investment
Company Act"), and (vii) the Corporation 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 may 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 taxable as a corporation or as other than a grantor trust for United
States federal income tax purposes.

Voting Rights; Amendment of Trust Agreement

Except as provided below and under "--Removal of 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 New

Capital Securities and any Old Capital Securities remaining outstanding after
the Exchange Offer will vote together as a single class on all matters on
which holders of the Capital Securities are entitled to vote.

The Trust Agreement may be amended from time to time by the holders
of a majority of the Common Securities and the Issuer Trustees, 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, which are
not inconsistent with the other provisions of the Trust Agreement, provided
that any such amendment does not adversely affect in any material respect the
interests of any holder 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 not be taxable as a corporation or as
other than a grantor trust for United States federal income tax purposes at
any time that any Trust Securities are outstanding or to ensure that the
Trust will not be required to register as an "investment company" under the
Investment Company Act, provided that any such amendment does not adversely
affect in any material respect the interests of any holder of Trust
Securities. Any amendments of the Trust Agreement pursuant to the foregoing
sentence will become effective when notice of such amendment is given to the
holders of Trust Securities. The Trust Agreement may also be amended by the
holders of a majority of the Common Securities and the Trustees 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 Trustees of an opinion of counsel to the effect that such amendment or
the exercise of any power granted to the Trustees in accordance with such
amendment will not cause the Trust to be taxable as a corporation or as other
than a grantor trust for United States federal income tax purposes or affect
the Trust's exemption from status as an "investment company" under the
Investment Company Act. Without the consent of each holder of Trust
Securities, the 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 of Trust Securities to institute suit for the enforcement of any such
payment on or after such date.

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 execute 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 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 at
least a majority in aggregate Liquidation Amount of the outstanding 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 will not revoke any action previously authorized or approved
by a vote of the holders of the Capital Securities except by subsequent vote
of the holders of 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
as a corporation or as other than 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 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 registered holder 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 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 Corporation, the Issuer Trustees or
any affiliate of the Corporation or any Issuer Trustee, will, for purposes of
such vote or consent, be treated as if they were not outstanding.

Expenses and Taxes

Since the Trust was formed solely to facilitate an investment in the
Junior Subordinated Debentures, the Corporation, as borrower, has covenanted
in the Junior Subordinated Indenture to pay all debts and obligations (other
than with respect to the Capital Securities and Common Securities) and all
costs and expenses of the Trust (including, but not limited to, all costs and
expenses relating to the organization of the Trust, the fees and expenses of
the Trustees and all costs and expenses relating to the operation of the
Trust) and to pay any and all taxes, duties, assessments or governmental
charges of whatever nature (other than United States federal withholding
taxes) imposed on the Trust by the United States, or any other taxing
authority, so that the net amounts received and retained by the Trust and the
Property Trustee after paying such expenses will be equal to the amounts the
Trust and the Property Trustee would have received had no such costs or
expenses been incurred by or imposed on the Trust. Such obligations shall
rank subordinate and junior in right of payment, to the extent set forth in
the Junior Subordinated Indenture, to all Senior Indebtedness of the
Corporation. The foregoing obligations of the Corporation are for the
benefit of, and shall be enforceable by, any person or entity to which 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 of the Corporation directly
against the Corporation, and the Corporation 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 Corporation. The
Corporation shall execute such additional agreements as may be necessary or
desirable to give full effect to the foregoing.

Payment and Paying Agency

Payments in respect of the Capital Securities represented by one or
more Global Capital Securities (as defined herein; see "Book-Entry Issuance")
will be made to DTC, which will credit the relevant accounts at DTC on the
applicable Distribution Dates. Payments in respect of the Capital Securities
which are issued in definitive registered form 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") will initially be the Property Trustee and any co-paying agent chosen
by the Property Trustee and acceptable to the Administrative Trustees. The
Paying Agent will be permitted to resign as Paying Agent upon 30 days'
written notice to the Property Trustee and the Administrative Trustees. If
the Property Trustee is no longer the Paying Agent, the Administrative
Trustees will appoint a successor (which must be a bank or trust company
reasonably acceptable to the Corporation) to act as Paying Agent.

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 the Trust may require
payment of any tax or other governmental charges that may be imposed in
connection with any transfer or exchange. The Property Trustee 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.
If no Event of Default has occurred and is continuing and the Property
Trustee is required to decide between alternative courses of action, or
construe ambiguous provisions in the Trust Agreement, or is unsure of the

application of any provision of the Trust Agreement, and the matter is not
one on which holders of Trust Securities are entitled under the Trust
Agreement to vote, then the Property Trustee will take such action as it
deems advisable and in the best interests of the holders of the Trust
Securities and will have no liability except for its own bad faith,
negligence or willful misconduct.

For information concerning the relationships between The First
National Bank of Chicago and the Corporation, see "Description of Junior
Subordinated Debentures -- Information Concerning the Debenture Trustee."

Miscellaneous

The Administrative Trustees 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 as a corporation or as other than a grantor
trust for United States federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of the Corporation
for United States federal income tax purposes. In this connection, the
Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of the Trust or the Trust
Agreement, that the holder of the Common Securities and such Administrative
Trustees 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.

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

The Old Junior Subordinated Debentures were issued and the New Junior
Subordinated Debentures are to be issued under the Junior Subordinated
Indenture, under which The First National Bank of Chicago is acting as
Debenture Trustee (the "Debenture Trustee"). 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.

General

Concurrently with the issuance of the Old Capital Securities, the
Trust invested the proceeds thereof, together with the consideration paid by
the Corporation for the Common Securities, in the Old Junior Subordinated

Debentures issued by the Corporation. Pursuant to the Exchange Offer, the
Corporation will exchange the Old Junior Subordinated Debentures for the New
Junior Subordinated Debentures as soon as practicable after the Expiration
Date. No Old Junior Subordinated Debentures will remain outstanding after
such exchange. The following is a description of the Junior Subordinated
Debentures.

The Junior Subordinated Debentures bear interest, accruing from June
30, 1997, at the annual rate of 8.343% of the principal amount thereof,
payable semi-annually in arrears on January 1 and July 1 of each year (each,
an "Interest Payment Date"), commencing January 1, 1998, to the person in
whose name each Junior Subordinated Debenture is registered at the close of
business on the fifteenth day (whether or not a Business Day) next preceding
such Interest Payment Date. It is anticipated that, until the liquidation,
if any, of the Trust, each Junior Subordinated Debenture will be held in the
name of 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 interest 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. 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 Junior Subordinated 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 the rate
per annum of 8.343%, 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 herein), as applicable.

The Junior Subordinated Debentures will mature on July 1, 2027.

The Junior Subordinated Debentures will be unsecured and will rank
junior and be subordinate in right of payment to all Senior Indebtedness of
the Corporation. Because the Corporation is a holding company, the right of
the Corporation to participate in any distribution of assets of any
subsidiary, including its banking subsidiaries, upon such subsidiary's
dissolution, winding-up, liquidation or reorganization or otherwise (and thus
the ability of holders of the Junior Subordinated Debentures to benefit
indirectly from such distribution), is subject to the prior claims of
creditors of that subsidiary, except to the extent that the Corporation may
itself be a creditor of that subsidiary and its claims as such are
recognized. There are various legal limitations on the extent to which
certain of the Corporation's subsidiaries may extend credit, pay dividends or
otherwise supply funds to the Corporation or certain of its other affiliates.
Accordingly, the Junior Subordinated Debentures will be effectively

subordinated to all existing and future liabilities of the Corporation's
subsidiaries, and holders of Junior Subordinated Debentures should look only
to the assets of the Corporation for payments on the Junior Subordinated
Debentures. See "First Hawaiian, Inc." The Junior Subordinated Indenture
does not limit the incurrence or issuance of other secured or unsecured debt
by the Corporation, including Senior Indebtedness, whether under the Junior
Subordinated Indenture or any existing or other indenture that the
Corporation may enter into in the future or otherwise. See "--
Subordination."

Option To Extend Interest Payment Period

So long as no Debenture Event of Default has occurred and is
continuing, the Corporation 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 Corporation must pay
all interest then accrued and unpaid (together with interest thereon at the
annual rate of 8.343%, 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 interest income for United States federal income tax
purposes. See "Certain Federal Income Tax Consequences -- Interest Income
and Original Issue Discount."

During any such Extension Period, the Corporation 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 Corporation'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 Corporation
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 Corporation 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
Corporation (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 Corporation's capital stock (or any capital
stock of a subsidiary of the Corporation) for any class or series of the
Corporation's capital stock or of any class or series of the Corporation's
indebtedness for any class or series of the Corporation's capital stock, (c)
the purchase of fractional interests in shares of the Corporation'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 the adoption of any shareholders' rights plan, or
the issuance of rights, stock or other property under any shareholders'
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 Corporation 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 or end on a date other than an
Interest Payment Date. Upon the termination of any such Extension Period and
the payment of all amounts then due on any interest payment date, the
Corporation 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 Corporation must give the Property Trustee
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
Corporation'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
Corporation may elect to begin an Extension Period.

Redemption

The Junior Subordinated Debentures are redeemable prior to maturity
at the option of the Corporation, subject to the Corporation having received
the prior approval of the Federal Reserve to do so, if such approval is then
required under applicable Federal Reserve capital guidelines or policies, (i)
on or after July 1, 2007, 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 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 Trust
Securities.

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 July 1:

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

and 100% on or after July 1, 2017.

The Redemption Price for Junior Subordinated Debentures, in the case
of a redemption prior to July 1, 2007, following a Tax 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.

Registration, Denomination and Transfer

The Junior Subordinated Debentures will initially be registered in
the name of the Property Trustee, as trustee of the Trust. If the Junior
Subordinated Debentures are distributed to holders of Capital Securities, it
is anticipated that the depositary arrangements for the Junior Subordinated
Debentures will be substantially identical to those in effect for the Capital
Securities. See "Book-Entry Issuance."

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 depositary and a successor depositary is
not appointed by the Corporation within 90 days of receipt of notice from DTC
to such effect, the Corporation will cause the Junior Subordinated Debentures
to be issued in definitive form.

Payments on Junior Subordinated Debentures represented by a global
security will be made to Cede, the nominee for DTC, as the registered holder
of the Junior Subordinated Debentures, as described under "Book-Entry
Issuance". If Junior Subordinated Debentures are issued in certificated
form, principal and interest will be payable, the transfer of the Junior
Subordinated Debentures will be registrable, and Junior Subordinated
Debentures will be exchangeable for Junior Subordinated Debentures of other

authorized denominations of a like aggregate principal amount, at the
corporate trust office of the Debenture Trustee in Chicago, Illinois or at
the offices of any Paying Agent or transfer agent appointed by the Corpora-
tion, provided that payment of interest may be made at the option of the
Corporation by check mailed to the address of the persons entitled thereto or
by wire transfer.

Junior Subordinated Debentures may be presented for exchange as
provided above, and may be presented for registration of transfer (with the
form of transfer endorsed thereon, or a satisfactory written instrument of
transfer, duly executed), at the office of the securities registrar appointed
under the Junior Subordinated Debenture or at the office of any transfer
agent designated by the Corporation for such purpose without service charge
and upon payment of any taxes and other governmental charges as described in
the Junior Subordinated Indenture. The Corporation will appoint the
Debenture Trustee as securities registrar under the Junior Subordinated
Indenture. The Corporation may at any time designate additional transfer
agents with respect to the Junior Subordinated Debentures.

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

Any moneys deposited with the Debenture Trustee or any paying agent,
or then held by the Corporation in trust, for the payment of the principal of
(and premium, if any) or interest on any Junior Subordinated 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
Corporation, be repaid to the Corporation and the holder of such Junior
Subordinated Debenture shall thereafter look, as a general unsecured
creditor, only to the Corporation for payment thereof.

Restrictions on Certain Payments; Certain Covenants of the Corporation

The Corporation has covenanted in the Junior Subordinated Indenture
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 Corporation'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 Corporation 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 Corporation 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 Corporation (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
Corporation's capital stock (or any capital stock of a subsidiary of the
Corporation) for any class or series of the Corporation's capital stock or of
any class or series of the Corporation's indebtedness for any class or series
of the Corporation's capital stock, (c) the purchase of fractional interests
in shares of the Corporation'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
shareholders' rights plan, or the issuance of rights, stock or other property
under any shareholders' 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 has occurred any event (a) of which
the Corporation has actual knowledge that with the giving of notice or the
lapse of time, or both, would constitute a Debenture Event of Default and (b)
that the Corporation has not taken reasonable steps to cure, (ii) if the
Junior Subordinated Debentures are held by the Trust, the Corporation is in
default with respect to its payment of any obligations under the Guarantee or
(iii) the Corporation 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.

The Corporation 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 Corporation's ownership
of the Common Securities, (ii) as holder of the Common Securities, not to
voluntarily dissolve, wind-up 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 to be classified as a grantor trust and not to be taxable as a
corporation for United States federal income tax purposes. The Corporation's
right to voluntarily dissolve or liquidate the Trust prior to the Stated
Maturity of the Junior Subordinated Debentures is subject to having received
the prior approval of the Federal Reserve to do so, if such approval is then
required under applicable Federal Reserve capital guidelines or policies.

Modification of Junior Subordinated Indenture

From time to time the Corporation and the Debenture Trustee may,
without the consent of the holders of the Junior Subordinated Debentures,
amend, waive or supplement the provisions of the Junior Subordinated
Indenture for specified purposes, including, among other things, curing
ambiguities, defects or inconsistencies (provided that any such action does

not materially adversely affect the interests of the holders of the Junior
Subordinated Debentures or the holders of the Capital Securities so long as
they remain outstanding) and qualifying, or maintaining the qualification of,
the Indenture under the Trust Indenture Act. The Junior Subordinated
Indenture contains provisions permitting the Corporation 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, the 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.

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 for 30 days to pay any interest on the
Junior Subordinated Debentures when due and payable (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 the date on which written notice, by
certified or registered mail, of such failure by the Corporation is
given to the Corporation from the Debenture Trustee or to the
Corporation and the Debenture Trustee from the holders of at least

25% in aggregate outstanding principal amount of the outstanding
Junior Subordinated Debentures; or

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

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.

Subject to certain limitations in the Junior Subordinated Indenture,
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, on behalf of the holders of
all Junior Subordinated Debentures, and the holders of a majority in
Liquidation Amount of Capital Securities 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 premiums if any) 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 Junior Subordinated Indenture cannot be modified
or amended without the consent of the holder of each outstanding Junior
Subordinated Debenture. See "--Modification of Junior Subordinated
Indenture." The Corporation is required to file annually with the Debenture
Trustee a certificate as to whether or not the Corporation is in compliance
with all the conditions and covenants applicable to it under the Junior
Subordinated Indenture.

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 Corporation 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 Corporation 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 Corporation 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 of the Capital
Securities. The Corporation will have the right under the Junior
Subordinated Indenture to set-off any payment made to such holder of Capital
Securities by the Corporation in connection with a Direct Action.

The holders of the Capital Securities will 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 Corporation 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 Corporation or convey,
transfer or lease its properties and assets substantially as an entirety to
the Corporation, unless (i) if the Corporation consolidates with or merges
into another Person or conveys, transfers or leases 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 Corporation's obligations in
respect of the Junior Subordinated Debentures and the performance of all
covenants of the Corporation under the Junior Subordinated Indenture; (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 described 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 Corporation 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, (ii) will
become due and payable at the Stated Maturity within one year or (iii) are to
be called for redemption within one year, and the Corporation 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 Corporation'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
Corporation will be deemed to have satisfied and discharged the Junior
Subordinated Indenture.

Subordination

The Junior Subordinated Debentures are subordinate and junior in
right of payment, to the extent set forth in the Junior Subordinated
Indenture, to all Senior Indebtedness (as defined herein) of the Corporation.
If the Corporation 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 payment 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 set-off or otherwise) may be made or agreed to be
made on account of the principal of (or premium, if any) or interest 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 any obligation of the
Corporation to its creditors, whether now outstanding or subsequently
incurred, other than any obligation as to which, in the instrument creating
or evidencing the obligation or pursuant to which the obligation is
outstanding, it is provided that such obligation is not Senior Indebtedness,
but does not include trade accounts payable and accrued liabilities arising
in the ordinary course of business. Senior Indebtedness includes the
Corporation's outstanding subordinated debt securities and any subordinated
debt securities issued in the future with substantially similar subordination
terms, but does not include the Junior Subordinated Debentures or any junior
subordinated debt securities issued in the future with subordination terms
substantially similar to those of the Junior Subordinated Debentures.

Substantially all of the existing indebtedness of the Corporation constitutes
Senior Indebtedness.

In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Corporation, its creditors or its property, (ii)
any proceeding for the liquidation, dissolution or other winding up of the
Corporation, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by the Corporation for the
benefit of creditors or (iv) any other marshalling of the assets of the
Corporation, 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
Corporation ranking on a parity with the Junior Subordinated Debentures, will
be entitled to be paid from the remaining assets of the Corporation the
amounts at the time due and owing on account of unpaid principal of (and
premium, if any) and interest 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 Corporation 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 the
Debenture Trustee or any holder of any Junior Subordinated Debentures in
contravention of any of the terms hereof and before all the Senior
Indebtedness (including any interest thereon accruing after the commencement
of any proceeding referred to in the immediately preceding paragraph) 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 (including
any interest thereon accruing after the commencement of any proceeding
referred to on the immediately preceding paragraph) in full. By reason of
such subordination, in the event of the insolvency of the Corporation,
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 Corporation. 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 Corporation.
The Corporation expects from time to time to incur additional indebtedness
constituting Senior Indebtedness.

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.

Information Concerning the Debenture Trustee

The Debenture Trustee, other than during the occurrence and
continuance of a default by the Corporation in performance of its obligations
under the Junior Subordinated Debenture, 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 First National Bank of Chicago, the Debenture Trustee, is
currently the trustee under the Corporation's Indenture, dated as of August
9, 1993, related to certain series of subordinated notes, and may serve from
time to time as trustee under other indentures or trust agreements with the
Corporation or its affiliates relating to other issues of their securities.
In addition, the Corporation and certain of its affiliates may have other
banking relationships with The First National Bank of Chicago.

DESCRIPTION OF GUARANTEE

The Old Guarantee was executed and delivered by the Corporation
concurrently with the issuance of Old Capital Securities by the Trust for the
benefit of the holders from time to time of the Capital Securities. As soon
as practicable after the Expiration Date, the Old Guarantee will be exchanged
by the Corporation for the New Guarantee. The First National Bank of Chicago
will act as Guarantee Trustee under the New Guarantee (the "Guarantee
Trustee"). 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. The Guarantee Trustee will hold the
Guarantee for the benefit of the holders of the Capital Securities.

General

The Corporation has irrevocably and unconditionally agreed to pay in
full on a subordinated basis, to the extent set forth in the Guarantee, the
Guarantee Payments (as defined herein) to the holders of the 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 Capital Securities, to
the extent not paid by or on behalf of the Trust (the "Guarantee Payments"),
will be subject to the Guarantee: (i) any accumulated 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
by the Trust, to the extent that the Trust has funds on hand available
therefor at such time, and (iii) upon a voluntary or involuntary 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 Liquidation Distribution, and (b) the amount of assets of the
Trust remaining available for distribution to holders of the Capital
Securities on liquidation of the Trust after satisfaction of liabilities to
creditors of the Trust as required by applicable law. The Corporation's
obligation to make a Guarantee Payment may be satisfied by direct payment of
the required amounts by the Corporation to the holders of the Capital
Securities or by causing the Trust to pay such amounts to such holders.

The Guarantee will be an irrevocable guarantee on a subordinated
basis of the Trust's obligations under the 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 Corporation does not make payments on the Junior Subordinated
Debentures held by the Trust, the Trust will not be able to pay any amounts
payable in respect of the Capital Securities and will not have funds legally
available therefor. The Guarantee ranks subordinate and junior in right of
payment to all Senior Indebtedness of the Corporation. See "--Status of the
Guarantee." Moreover, the Guarantee does not limit the incurrence or
issuance of other secured or unsecured debt of the Corporation, including
Senior Indebtedness, whether under the Junior Subordinated Indenture, any
other indenture that the Corporation may enter into in the future or
otherwise. Moreover, because the Corporation is a holding company, the right
of the Corporation to participate in any distribution of assets of any
subsidiary upon such subsidiary's dissolution, winding-up, liquidation or
reorganization or otherwise is subject to the prior claims of creditors of
that subsidiary, except to the extent that the Corporation may itself be a
creditor of that subsidiary and its claims are recognized. There are also
various legal limitations on the extent to which certain of the Corporation's
subsidiaries may extend credit, pay dividends or otherwise supply funds to
the Corporation or certain of its other affiliates. Accordingly, the
Corporation's obligations under the Guarantee will be effectively
subordinated and junior in right of payment to all existing and future
liabilities of the Corporation's subsidiaries, and claimants under the

Guarantee should look only to the assets of the Corporation for payments
thereunder.

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

Status of the Guarantee

The Guarantee constitutes an unsecured obligation of the Corporation
and ranks subordinate and junior in right of payment to all Senior
Indebtedness of the Corporation in the same manner as the Junior Subordinated
Debentures.

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 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 distribution to the holders of the Capital
Securities of the Junior Subordinated Debentures.

Amendments and Assignment

Except with respect to any changes which do not materially adversely
affect the rights of holders of the 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 outstanding Capital Securities. The manner of
obtaining any such approval will be as set forth under "Description of the
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
Corporation and shall inure to the benefit of the holders of the Capital
Securities then outstanding.

Events of Default

An event of default under the Guarantee will occur upon the failure
of the Corporation to perform any of its payment obligations thereunder, or
to perform any non-payment obligation if such nonpayment default remains
unremedied for 30 days. 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 or power conferred upon the Guarantee Trustee under
the Guarantee.

In the event that the Corporation has failed to make a Guarantee
Payment, any registered holder of Capital Securities may institute a legal
proceeding directly against the Corporation 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 Corporation, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Corporation 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 Corporation 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 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 First
National Bank of Chicago, the Guarantee Trustee, and the Corporation, see
"Description of Junior Subordinated Debentures -- Information Concerning the
Debenture Trustee."

Termination of the Guarantee

The Guarantee will terminate and be of no further force and effect
(i) upon full payment of the Redemption Price of the Capital Securities, (ii)
upon full payment of the amounts payable with respect to the Capital
Securities upon liquidation of the Trust or (iii) upon distribution of Junior
Subordinated Debentures to the holders of the 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 Capital Securities must restore
payment of any sums paid under the Capital Securities or the Guarantee.

Governing Law

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

DESCRIPTION OF THE OLD SECURITIES

The terms of the Old Securities are identical in all material respect
to the New Securities, except that the Old Securities have not been
registered under the Securities Act, are subject to certain restrictions on
transfer and are entitled to certain rights under the Registration Rights
Agreement, including the right to receive additional Distributions in certain
circumstances (which rights will terminate upon consummation of the Exchange
Offer, except under certain limited circumstances). Holders of Old Capital
Securities should review the information set forth under "Risk Factors--
Certain Consequences of a Failure to Exchange Old Capital Securities."

RELATIONSHIP AMONG THE CAPITAL SECURITIES, THE JUNIOR SUBORDINATED DEBENTURES
AND THE GUARANTEE

Full and Unconditional Guarantee

Payments of Distributions and other amounts due on the Capital
Securities (to the extent the Trust has funds available for such payment) are
irrevocably guaranteed by the Corporation as and to the extent set forth
under "Description of Guarantee." Taken together, the Corporation's
obligations under the Junior Subordinated Debentures, the Junior Subordinated
Indenture, the 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 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 in respect of the Capital
Securities. If and to the extent that the Corporation does not make payments
on the Junior Subordinated Debentures, the Trust will not have sufficient
funds to pay Distributions or other amounts due on the 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 Capital Securities is
to institute a legal proceeding directly against the Corporation for
enforcement of payment of the Corporation's obligations under Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Capital Securities held by such holder.

The obligations of the Corporation under the Junior Subordinated
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 Junior Subordinated
Debentures, such payments will be sufficient to cover Distributions and other
payments distributable on the Capital Securities, primarily because (i) the
aggregate principal amount of the Junior Subordinated Debentures will be
equal to the sum of the aggregate stated Liquidation Amount of the 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 Capital
Securities; (iii) the Corporation 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 Corporation has the right to set-off any payment it is
otherwise required to make thereunder against and to the extent the
Corporation has theretofore made, or is concurrently on the date of such
payment making, a payment under the Guarantee.

Enforcement Rights of Holders of Capital Securities

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

Limited Purpose of Trust

The Capital Securities represent undivided beneficial interests in
the assets of the Trust, and the Trust exists for the sole purpose of issuing
its Capital Securities and Common 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 Corporation 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 Corporation 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, winding-up or
liquidation of the Trust, other than any such dissolution, winding-up or
liquidation 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 Capital Securities will be entitled to
receive, out of assets held by the Trust, the Liquidation Distribution in
cash. See "Description of Capital Securities -- Liquidation Distribution
Upon Dissolution." Upon any voluntary or involuntary liquidation or bank-
ruptcy of the Corporation, the Property Trustee, as registered holder of the
Junior Subordinated Debentures, would be a subordinated creditor of the
Corporation, 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 Corporation receive
payments or distributions. Since the Corporation 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 the Trust Securities), the positions of a
holder of the Capital Securities and a holder of such Junior Subordinated
Debentures relative to other creditors and to shareholders of the Corporation
in the event of liquidation or bankruptcy of the Corporation are expected to
be substantially the same.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Simpson Thacher & Bartlett, special United States
federal income tax counsel to the Corporation and the Trust ("Tax Counsel"),
the following summary accurately describes the material United States federal
income tax consequences that may be relevant to the purchase, ownership and
disposition of the Capital Securities. Unless otherwise stated, this summary
deals only with Capital Securities held as capital assets by United States
Persons (defined below) who purchase the Capital Securities upon original
issuance at their original issue price. As used herein, a "United States
Person" means (i) a person that is a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision
thereof, (iii) an estate the income of which is subject to United States
federal income taxation regardless of its source, or (iv) any trust if a
court within the United States is able to exercise primary supervision over
the administration of such trust and one or more United States fiduciaries
have the authority to control all the substantial decisions of such trust.
The tax treatment of a holder may vary depending on such holder's particular
situation. This summary does not address all the tax consequences that may
be relevant to a particular holder or to holders who may be subject to
special tax treatment, such as banks, real estate investment trusts,
regulated investment companies, insurance companies, dealers in securities or
currencies, or tax-exempt investors. In addition, this summary does not
include any description of any alternative minimum tax consequences or the
tax laws of any state, local or foreign government that may be applicable to
a holder of Capital Securities. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated thereunder and administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change, possibly
on a retroactive basis. The authorities on which this summary is based are

subject to various interpretations and the opinions of Tax Counsel are not
binding on the Internal Revenue Service ("IRS") or the courts, either of
which could take a contrary position. Moreover, no rulings have been or will
be sought by the Corporation from the IRS with respect to the transactions
described herein. Accordingly, there can be no assurance that the IRS will
not challenge the opinions expressed herein or that a court would not sustain
such a challenge. Nevertheless, Tax Counsel has advised that it is of the
view that, if challenged, the opinions expressed herein would be sustained by
a court with jurisdiction in a properly presented case.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOR-
EIGN, AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES
FEDERAL OR OTHER TAX LAWS. FOR A DISCUSSION OF THE POSSIBLE REDEMPTION OF
THE CAPITAL SECURITIES UPON THE OCCURRENCE OF CERTAIN TAX EVENTS SEE
"DESCRIPTION OF CAPITAL SECURITIES -- REDEMPTION -- SPECIAL EVENT REDEMPTION
OR DISTRIBUTION OF DEBENTURES."

Tax Consequences of the Exchange

The Exchange will not be a taxable event for United States federal
income tax purposes. Accordingly, holders who exchange their Old Capital
Securities for New Capital Securities pursuant to the Exchange Offer will not
recognize any gain or loss on such exchange for such purposes, such
exchanging holders will have a tax basis in their New Capital Securities that
is equal to the adjusted tax basis they had in their Old Capital Securities
immediately before the Exchange and the holding period for their New Capital
Securities will include the period during which they held their Old Capital
Securities.

Classification of the Trust

In connection with the issuance of the Capital Securities, Tax
Counsel is of the opinion that under current law and assuming full compliance
with the terms of the Trust Agreement the Trust will be classified as a
grantor trust for United States federal income tax purposes and not as an
association taxable as a corporation. Accordingly, for United States federal
income tax purposes, each beneficial owner (a "holder") of Capital Securities
generally will be considered the owner of an undivided interest in the Junior
Subordinated Debentures and, thus, will be required to include in its gross
income its pro rata share of the interest income or OID that is paid or
accrued on the Junior Subordinated Debentures. See "--Interest Income and
Original Issue Discount."

Classification of the Junior Subordinated Debentures

The Corporation, the Trust and the holders of the Capital Securities
(by acceptance of a beneficial interest in a Security) will agree to treat
the Junior Subordinated Debentures as indebtedness for all United States tax
purposes. In connection with the issuance of the Junior Subordinated
Debentures, Tax Counsel is of the opinion that, under current law, and based

on certain representations, facts and assumptions set forth in such opinion,
the Junior Subordinated Debentures will be classified as indebtedness for
United States federal income tax purposes.

Interest Income and Original Issue Discount

Under the applicable Treasury regulations, the Junior Subordinated
Debentures will not be treated as issued with original issue discount ("OID")
within the meaning of Section 1273(a) of the Code. Accordingly, except as
set forth below, stated interest on the Junior Subordinated Debentures
generally will be taxable to a holder as ordinary income at the time it is
paid or accrued in accordance with such holder's regular method of tax
accounting.

If, however, the Corporation exercises its right to defer payments of
interest on the Junior Subordinated Debentures, the Junior Subordinated
Debentures will become OID instruments at such time and all holders will be
required to accrue the stated interest on the Junior Subordinated Debentures
on a daily economic accrual basis (using the constant-yield-to-maturity
method of accrual described in Section 1272 of the Code) during the Extension
Period even though the Corporation will not pay such interest until the end
of the Extension Period, and even though some holders may use the cash method
of tax accounting. Moreover, thereafter the Junior Subordinated Debentures
will be taxed as OID instruments for as long as they remain outstanding.
Thus, even after the end of an Extension Period, all holders would be
required to continue to include the stated interest (and de minimus OID, if
any) on the Junior Subordinated Debentures in income on a daily economic
accrual basis, regardless of their method of tax accounting and in advance of
receipt of the cash attributable to such interest income. Under the OID
economic accrual rules, a holder would accrue an amount of interest income
each year that approximates the stated interest payments called for under the
terms of the Junior Subordinated Debentures, and actual cash payments of
stated interest on the Junior Subordinated Debentures would not be reported
separately as taxable income. Any amount of OID included in a holder's gross
income (whether or not during an Extension Period) with respect to a Capital
Security will increase such holder's tax basis in such Capital Security, and
the amount of Distributions received by a holder in respect of such accrued
OID will reduce the tax basis of such Capital Security.

The Treasury regulations described above have not yet been addressed
in any rulings or other interpretations by the IRS, and it is possible that
the IRS could take a contrary position. If the IRS were to assert
successfully that the stated interest on the Junior Subordinated Debentures
was OID regardless of whether the Corporation exercises its option to defer
payments of interest on such debentures, all holders of Capital Securities
would be required to include such stated interest in income on a daily
economic accrual basis as described above.

Corporate holders of Capital Securities will not be entitled to a
dividends-received deduction with respect to any income recognized by such
holders with respect to the Capital Securities.

Distribution of Junior Subordinated Debentures or Cash upon Liquidation of
the Trust

As described under the caption "Description of Capital Securities --
Liquidation Distribution Upon Dissolution," Junior Subordinated Debentures
may be distributed to holders in exchange for the Capital Securities and in
liquidation of the Trust. Under current law, such a distribution would be
non-taxable, and will result in the holder 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 holder had in its Capital
Securities before such distribution. If, however, the liquidation of the
Trust were to occur because the Trust is subject to United States federal
income tax with respect to income accrued or received on the Junior
Subordinated Debentures, the distribution of the Junior Subordinated
Debentures to holders would be a taxable event to the Trust and to each
holder, and a holder would recognize gain or loss as if the holder had
exchanged its Capital Securities for the Junior Subordinated Debentures it
received upon liquidation of the Trust.

A holder would accrue interest in respect of the Junior Subordinated
Debentures received from the Trust in the manner described above under "--
Interest Income and Original Issue Discount."

Under certain circumstances described herein (see "Description of
Capital Securities -- Redemption"), the Junior Subordinated Debentures may be
redeemed for cash, with the proceeds of such redemption distributed to
holders in redemption of their Capital Securities. Under current law, such a
redemption would constitute a taxable disposition of the redeemed Capital
Securities for United States federal income tax purposes, and a holder would
recognize gain or loss as if it sold such redeemed Capital Securities for
cash. See "--Sales of Capital Securities."

Sales of Capital Securities

A holder that sells Capital Securities will recognize gain or loss
equal to the difference between the amount realized by the holder on the sale
or redemption of the Capital Securities (except to the extent that such
amount realized is characterized as a payment in respect of accrued but
unpaid interest on such holder's allocable share of the Junior Subordinated
Debentures that such holder has not included in gross income previously) and
the holders adjusted tax basis in the Capital Securities sold or redeemed.
Such gain or loss 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. The Taxpayer Relief Act of 1997 generally reduces
the tax rates on capital gains recognized by individuals on the sale or other
taxable disposition of capital assets held for more than 18 months. Holders
are advised to consult with their own tax advisors as to the consequences in
their particular circumstances of the capital gain provisions of the Taxpayer
Relief Act of 1997. Subject to certain limited exceptions, capital losses
cannot be applied to offset ordinary income for United States federal income
tax purposes.

Non-United States Holders

As used herein, the term "Non-United States Holder" means any person
that is not a United States Person (as defined above). As discussed above,
the Capital Securities will be treated as evidence of an indirect beneficial
ownership interest in the Junior Subordinated Debentures. See "--
Classification of the Trust." Thus, under present United States federal
income tax law, and subject to the discussion below concerning backup
withholding:

(a) no withholding of United States federal income tax will
be required with respect to the payment by the Corporation or any
paying agent of principal or interest (which for purposes of this
discussion includes any OID) with respect to the Capital Securities
(or on the Junior Subordinated Debentures) to a Non-United States
Holder, provided (i) that the beneficial owner of the Capital
Securities (or Junior Subordinated Debentures) ("Beneficial Owner")
does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of the Corporation
entitled to vote within the meaning of section 871(h)(3) of the Code
and the regulations thereunder, (ii) the Beneficial Owner is not a
controlled foreign corporation that is related to the Corporation
through stock ownership, (iii) the Beneficial Owner is not a bank
whose receipt of interest with respect to the Capital Securities (or
on the Junior Subordinated Debentures) is described in section
881(c)(3)(A) of the Code and (iv) the Beneficial Owner satisfies the
statement requirement (described generally below) set forth in
section 871(h) and section 881(c) of the Code and the regulations
thereunder; and

(b) no withholding of United States federal income tax will
be required with respect to any gain realized by a Non-United States
Holder upon the sale or other disposition of the Capital Securities
(or the Junior Subordinated Debentures).

To satisfy the requirement referred to in (a) (iv) above, the
Beneficial Owner, or a financial institution holding the Capital Securities
(or the Junior Subordinated Debentures) on behalf of such owner, must
provide, in accordance with specified procedures, to the Trust or any paying
agent (a "Paying Agent"), a statement to the effect that the Beneficial Owner
is not a United States Holder. Pursuant to current temporary Treasury
regulations, these requirements will be met if (1) the Beneficial Owner
provides his name and address, and certifies, under penalties of perjury,
that it is not a United States person (which certification may be made on an
IRS Form W-8 (or successor form)) or (2) a financial institution holding the
Capital Securities (or the Junior Subordinated Debentures) on behalf of the
Beneficial Owner certifies, under penalties of perjury, that such statement
has been received by it and furnishes a paying agent with a copy thereof.

If a Non-United States Holder cannot satisfy the requirements of the
"portfolio interest" exception described in (a) above, payments of premium,
if any, and interest (including any OID) made to such Non-United States

Holder will be subject to a 30% withholding tax unless the Beneficial Owner
provides the Corporation or the relevant Paying Agent, as the case may be,
with a properly executed (1) IRS Form 1001 (or successor form) claiming an
exemption from, or a reduction of, such withholding tax under the benefit of
a United States income tax treaty or (2) IRS Form 4224 (or successor form)
stating that interest paid with respect to the Capital Securities (or on the
Junior Subordinated Debentures) is not subject to withholding tax because it
is effectively connected with the Beneficial Owner's conduct of a trade or
business in the United States.

If a Non-United States Holder is engaged in a trade or business in
the United States and interest paid with respect to the Capital Securities
(or on the Junior Subordinated Debentures) is effectively connected with the
conduct of such trade or business, the Non-United States Holder, although
exempt from the withholding tax discussed above, will be subject to United
States federal income tax on such interest on a net income basis in the same
manner as if it were a United States person. In addition, if such Non-United
States Holder is a foreign corporation, it may be subject to a branch profits
tax equal to 30% of its effectively connected earnings and profits for the
taxable year, subject to adjustments. For this purpose, such interest would
be included in such foreign corporation's earnings and profits.

Any gain realized upon the sale or other taxable disposition of the
Capital Securities (or the Junior Subordinated Debentures) by a Non-United
States Holder generally will not be subject to United States federal income
tax unless (i) such gain is effectively connected with a trade or business
carried on in the United States by such Non-United States Holder, (ii) in the
case of a Non-United States Holder who is an individual, such individual is
present in the United States for 183 days or more in the taxable year of such
sale or disposition, and certain other conditions are met, and (iii) in the
case of any gain representing accrued interest with respect to the Capital
Securities (or on the Junior Subordinated Debentures), the requirements
described above are not satisfied.

Information Reporting and Backup Withholding

Income on the Capital Securities (or the Junior Subordinated
Debentures) held of record by United States persons (other than corporations
and other exempt holders) will be reported annually to such holders and to
the IRS. The Administrative Trustees currently intend to deliver such
reports to holders of record prior to January 31 following each calendar
year. It is anticipated that persons who hold Capital Securities (or Junior
Subordinated Debentures) as nominees for beneficial holders will report the
required tax information to beneficial holders on Form 1099.

"Backup withholding" at a rate of 31% will apply to payments of
interest to non-exempt United States Holders unless the holder furnishes its
taxpayer identification number in the manner prescribed in applicable
Treasury regulations, certifies that such number is correct, certifies as to
no loss of exemption from backup withholding and meets certain other
conditions.

No information reporting or backup withholding will be required with
respect to payments made by the Trust or any Paying Agent to Non-United
States Holders if a statement described in (a) (iv) under "Non-United States
Holders" has been received and the payor does not have actual knowledge that
the beneficial owner is a United States person.

In addition, backup withholding and information reporting will not
apply if payments of the principal, interest, OID or premium with respect to
the Capital Securities (or on the Junior Subordinated Debentures) are paid or
collected by a foreign office of a custodian, nominee or other foreign agent
on behalf of the Beneficial Owner, or if a foreign office of a broker (as
defined in applicable Treasury regulations) pays the proceeds of the sale of
the Capital Securities (or Junior Subordinated Debentures) to the owner
thereof. If, however, such nominee, custodian, agent or broker is, for
United States federal income tax purposes, a United States person, a
controlled foreign corporation or a foreign person that derives 50% or more
of its gross income for certain periods from the conduct of a trade or
business in the United States, such payments will not be subject to backup
withholding but will be subject to information reporting, unless (1) such
custodian, nominee, agent or broker has documentary evidence in its records
that the Beneficial Owner is not a United States person and certain other
conditions are met or (2) the Beneficial Owner otherwise establishes an
exemption.

Payment of the proceeds from disposition of Capital Securities (or
Junior Subordinated Debentures) to or through a United States office of a
broker is subject to information reporting and backup withholding unless the
holder or beneficial owner establishes an exemption from information
reporting and backup withholding.

Any amounts withheld from a holder of the Capital Securities (or the
Junior Subordinated Debentures) under the backup withholding rules generally
will be allowed as a refund or a credit against such holder's United States
federal income tax liability, provided the required information is furnished
to the IRS.

BOOK-ENTRY ISSUANCE

The New Capital Securities initially will be represented by one or
more Capital Securities in registered, global form (the "Global Capital
Securities"). The Global Capital Securities will be deposited upon issuance
with the Property Trustee as custodian for DTC, in New York, New York, and
registered in the name of DTC or its nominee, in each case for credit to an
account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Capital Securities may be
transferred, in whole and not in part, only to another nominee of DTC or to a
successor of DTC or its nominee. Beneficial interests in the Global Capital
Securities may not be exchanged for Capital Securities in certificated form
except in the limited circumstances described below.

DTC has advised the Trust and the Corporation that DTC is a
limited-purpose trust company created to hold securities for its
participating organizations (collectively, the "Participants") and to
facilitate the clearance and settlement of transactions in those securities
between Participants through electronic book-entry changes in accounts of its
Participants. The Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly (collectively, the "Indirect Participants"). Persons who are not
Participants may beneficially own securities held by or on behalf of DTC only
through the Participants or the Indirect Participants. The ownership
interest and transfer of ownership interest of each actual purchaser of each
security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.

DTC has also advised the Trust and the Corporation that, pursuant to
procedures established by it, (i) upon deposit of the Global Capital
Securities, DTC will credit the accounts of Participants with portions of the
principal amount of the Global Capital Securities and (ii) ownership of such
interests in the Global Capital Securities will be shown on, and the transfer
of ownership thereof will be effected only through, records maintained by DTC
(with respect to the Participants) or by the Participants and the Indirect
Participants (with respect to other owners of beneficial interests in the
Global Capital Securities).

Investors in the Global Capital Securities may hold their interests
therein directly through DTC if they are participants in such system, or
indirectly through organizations which are participants in such system. The
laws of some states require that certain persons take physical delivery in
certificated form of securities that they own. Consequently, the ability to
transfer beneficial interests in a Global Capital Security to such persons
will be limited to that extent. Because DTC can act only on behalf of
Participants, which in turn act on behalf of Indirect Participants and
certain banks, the ability of a person having beneficial interests in a
Global Capital Security to pledge such interests to persons or entities that
do not participate in the DTC system, or otherwise take actions in respect of
such interests, may be affected by the lack of a physical certificate
evidencing such interests.

Except as described below, owners of interests in the Global Capital
Securities will not have Capital Securities registered in their name, will
not received physical delivery of Capital Securities in certificated form and
will not be considered the registered owners or holders thereof for any
purpose.

Payments in respect of the Global Capital Securities registered in
the name of DTC or its nominee will be payable by the Property Trustee to DTC
in its capacity as the registered holder. The Property Trustee will treat
the persons in whose names the Capital Securities, including the Global
Capital Securities, are registered as the owners thereof for the purpose of

receiving such payments and for any and all other purposes whatsoever.
Consequently, neither the Property Trustee nor any agent thereof has or will
have any responsibility or liability for (i) any aspect of DTC's records or
any Participant's or Indirect Participant's records relating to or payments
made on account of beneficial ownership interests in the Global Capital
Securities, or for maintaining, supervising or reviewing any of DTC's records
or any Participant's or Indirect Participant's records relating to the
beneficial ownership interests in the Global Capital Securities or (ii) any
other matter relating to the actions and practices of DTC or any of its
Participants or Indirect Participants. DTC has advised the Trust and the
Corporation that its current practice, upon receipt of any payment in respect
of securities such as the Capital Securities, is to credit the accounts of
the relevant Participants with the payment on the payment date unless DTC has
reason to believe it will not receive payment on such payment date. Payments
by the Participants and the Indirect Participants to the beneficial owners of
Capital Securities will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the Corporation, the
Trust or any of the Issuer Trustees. Neither the Corporation nor the Trust,
nor any of the Issuer Trustees, will be liable for any delay by DTC or any of
its Participants in identifying the beneficial owners of the Capital
Securities, and the Trust and the Property Trustee may conclusively rely on
and will be protected in relying on instructions from DTC or its nominee for
all purposes.

Interests in the Global Capital Securities will trade in DTC's
Same-Day Funds Settlement System and secondary market trading activity in
such interests will therefore settle in immediately available funds, subject
in all cases to the rules and procedures of DTC and its participants.
Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds.

DTC has advised the Trust and the Corporation 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 Securities are credited. However, if there is an Event of
Default, DTC reserves the right to exchange the Global Capital Securities for
Capital Securities in certificated form and to distribute such Capital
Securities to its Participants.

Although DTC has agreed to the foregoing procedures to facilitate
transfers of interest in the Global Capital Securities among participants in
DTC, it is under no obligation to perform or to continue to perform such
procedures, and such procedures may be discontinued at any time. Neither the
Corporation or the Trust, nor any of the Issuer Trustees, will have any
responsibility for the performance by DTC or its Participants or Indirect
Participants of their respective obligations under the rules and procedures
governing their operations.

The Global Capital Securities are not exchangeable for Capital
Securities in registered certificated form unless (i) DTC advises the
Corporation and the Property Trustee that it is no longer willing or able to

properly discharge its responsibilities with respect to the Global Capital
Security, and the Property Trustee 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) a Debenture Event of
Default has occurred and is continuing. 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 dominations, requested by or on behalf of the Depositary (in
accordance with its customary procedures).

The information in this section concerning DTC and its book-entry
system has been obtained from sources that the Trust and the Corporation
believe to be reliable, but neither the Trust nor the Corporation takes
responsibility for the accuracy thereof.

CERTAIN ERISA CONSIDERATIONS

Each fiduciary of a pension, profit-sharing or other employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") (a "Plan"), should consider the fiduciary standards of
ERISA in the context of the Plan's particular circumstances before
authorizing an investment in the Capital Securities. Accordingly, among
other factors, the fiduciary should consider whether the investment would
satisfy the prudence and diversification requirements of ERISA and would be
consistent with the documents and instruments governing the Plan.

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as
well as individual retirement accounts and Keogh plans subject to Section
4975 of the Code (also "Plans"), from engaging in certain transactions
involving the assets of such Plans (collectively, "Plan Assets") with persons
who are "parties in interest" under ERISA or "disqualified persons" under the
Code ("Parties in Interest") with respect to such Plans. 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) (5)
of ERISA) are not subject to the requirements of ERISA or Section 4975 of the
Code, although governmental plans may be subject to similar rules under
applicable state law.

Under a regulation (the "Plan Assets Regulation") issued by the U.S.
Department of Labor (the "DOL"), the assets of the Trust would be deemed to
be Plan Assets of a Plan for purposes of ERISA and Section 4975 of the Code
if Plan assets were used to acquire an equity interest in the Trust and no
exception were applicable under the Plan Assets Regulation. An "equity
interest" is defined under the Plan Assets Regulation as any interest in an
entity other than an instrument which is treated as indebtedness under
applicable local law and which has no substantial equity features, and
specifically includes a beneficial interest in a trust.

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), and entities holding assets deemed to be Plan Assets (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 of
the Common Securities will be purchased and initially held by the
Corporation.

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 if the Capital
Securities were acquired with Plan Assets and/or assets of the Trust were
deemed to be Plan Assets unless exemptive relief were available under an
applicable administrative exemption (see below).

The DOL has issued five prohibited transaction class exemptions
("PTCEs") that may provide exemptive relief for direct or indirect prohibited
transactions that could arise from the purchase or holding of the Capital
Securities if the Capital Securities are acquired directly or indirectly from
a Party in Interest and/or if assets of the Trust were deemed to be Plan
Assets, as described above. Those class exemptions are PTCE 96-23 (for
certain transactions determined by in-house asset managers), PTCE 95-60 (for
certain transactions involving insurance company general accounts), PTCE
91-38 (for certain transactions involving bank collective investment funds),
PTCE 90-1 (for certain transactions involving insurance company separate
accounts), and PTCE 84-14 (for certain transactions determined by independent
qualified asset managers).

Because the Capital Securities may be deemed to be equity interests
in the Trust, the Capital Securities may not be purchased or held by any
Benefit Plan Investor subject to Title I of ERISA or Section 7975 of the Code
unless the exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or
another applicable exemption is available for such purchase and holding.
Each purchaser or holder of the Capital Securities or any interest therein
will be deemed to have represented by its purchase and holding thereof that
either (a) it is not purchasing such securities on behalf of or with Plan
Assets of any Plan or (b) such purchase and holding will not result in a non-
exempt prohibited transaction because the exemptive relief available under
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption
applies. The Corporation and the Trust may require confirmation of the
applicability of PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or, absent such
confirmation, a satisfactory opinion of counsel or other evidence of the
applicability of another exemption for such purchase and holding. See
"Notice to Investors".

Due to the complexity of these rules and the penalties that may be
imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries or other persons considering
purchasing the Capital Securities on behalf of or with Plan Assets consult
with their counsel regarding the potential consequences if the assets of the
Trust were deemed to be Plan Assets and the availability of exemptive relief
under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or any other applicable
exemption for the purchase and holding of the Capital Securities.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Capital Securities for its own
account in connection with the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New 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 New 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 Corporation has 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 New Capital Securities for a period
ending, subject to certain exceptions, 180 days after the date of first
issuance of the New Capital Securities. See "The Exchange Offer--Resales of
New Capital Securities." The Corporation will not receive any cash proceeds
from the issuance of the New Capital Securities offered hereby. New 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 New 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 commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Capital Securities. Any broker-dealer that resells New 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
New Capital Securities may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any profit on any such resale of New
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.

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the New
Capital Securities will be passed upon for the Corporation and the Trust by
Richards, Layton & Finger, special Delaware counsel to the Corporation and
the Trust. The validity of the New Junior Subordinated Debentures and the New
Guarantee will be passed upon for the Corporation and the Trust by Simpson
Thacher & Bartlett (a partnership which includes professional corporations).
Certain matters relating to United States federal income tax considerations
also will be passed upon for the Corporation and the Trust by Simpson Thacher
& Bartlett.

INDEPENDENT AUDITORS

The consolidated balance sheets of the Corporation and its
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the
three years in the three-year period ended December 31, 1996, included in the
Corporation's Annual Report on Form 10-K for the year ended December 31,
1996, which is incorporated by reference in this Prospectus, have been
audited by Coopers & Lybrand L.L.P., independent certified public
accountants, as indicated in their report thereon.

=============================================================================
=
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the
securities described in this Prospectus or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any
time subsequent to the date of such information.
_________________________

TABLE OF CONTENTS
PAGE

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 5
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Consolidated Ratios of Earnings to Fixed Charges . . . . . . . . . . . . 17
Regulatory Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Description of Capital Securities . . . . . . . . . . . . . . . . . . . . 27
Description of Junior Subordinated Debentures . . . . . . . . . . . . . . 38
Description of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . 45
Description of the Old Securities . . . . . . . . . . . . . . . . . . . . 48
Relationship Among the Capital Securities, the Junior Subordinated
Debentures and the Guarantee . . . . . . . . . . . . . . . . . . . . . 48
Certain United States Federal Income Tax Consequences . . . . . . . . . . 49
Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . 55
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Until __________, 1997 (90 days after the date of this Prospectus) all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as Underwriters and with respect to their unsold allotments or
subscriptions.

=============================================================================

First Hawaiian Capital
Trust I
Offer to Exchange its 8.343% Capital
Securities, Series B which have been registered
under the Securities Act
of 1933 for its Outstanding
8.343% Capital Securities, Series A
(Liquidation Amount $1,000 per
Capital Security)

fully and unconditionally
guaranteed to the extent set
forth herein by

FIRST HAWAIIAN, INC.

_________________________

PROSPECTUS
_________________________

, 1997

=============================================================================

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation --
a "derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such actions, and the statute requires
court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may
be granted by a corporation's by-laws, disinterested director vote,
stockholder vote, agreement or otherwise.

The Certificate of Incorporation of First Hawaiian, Inc. provides:

Thirteenth. To the fullest extent permitted by the Delaware
General Corporation Law as it exists or may hereafter be amended, a
director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty as a
director.

The Bylaws of First Hawaiian, Inc. provide:

ARTICLE XI

INDEMNIFICATION

SECTION 11.1. To the extent permitted by Delaware law from time to time
in effect and subject to the provisions of Section 11.2, the Corporation
shall indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (whether or not by
or in the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 11.2. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.

SECTION 11.3. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 11.1 and 11.2, or in
defense of any claim, issue or matter therein, he shall be indemnified by the
Corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

SECTION 11.4. Any indemnification under Sections 11.1 and 11.2 (unless
ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in said Sections 11.1 and 11.2.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding; or (ii) if such a quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel (compensated by the Corporation) in a written opinion; or (iii)
by the shareholders.

SECTION 11.5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.

SECTION 11.6. The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any

bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

SECTION 11.7. The indemnification and advancement of expenses provided by
or granted to this Article shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 11.8. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation, as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article or
of Section 145 of the General Corporation Law of Delaware, as it may be
amended or substituted for.

First Hawaiian, Inc. carries directors' and officers' liability insurance.

The Trust Agreement provides that the Depositor, in its capacity as the
issuer of the Debentures, agrees, to the fullest extent permitted by applicable
law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) each Paying
Agent, (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 from and against any loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Issuer Trust or any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Issuer
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by this Trust
Agreement, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of negligence, bad faith or wilful misconduct with
respect to such acts or omissions; provided, however, that notwithstanding the
foregoing clause, nothing contained in the Trust Agreement shall limit or
diminish in any way any right to indemnification or defense that any
Administrative Trustee may have by virtue or his or her status as an employee
or officer of Depositor or any subsidiary of Depositor. Capitalized terms used
in this paragraph without definition shall have the meanings assigned to them
in the Trust Agreement.

ITEM 21. EXHIBITS

4.1 Junior Subordinated Indenture, dated as of June 30, 1997, between
First Hawaiian, Inc. and The First National Bank of Chicago, as
Indenture Trustee
4.2 Certificate of Trust of First Hawaiian Capital I, dated as of June
23, 1997
4.3 Amended and Restated Trust Agreement of First Hawaiian Capital I,
dated as of June 30, 1997
4.4 Form of Capital Security Certificate for First Hawaiian Capital I
(included in Exhibit 4.3)
4.5 Form of Junior Subordinated Deferrable Interest Debenture of First
Hawaiian, Inc. (included in Exhibit 4.1)
4.6 Guarantee Agreement, dated as of June 30, 1997, between First
Hawaiian, Inc. and The First National Bank of Chicago, as Guarantee
Trustee
4.7 Registration Rights Agreement, dated as of June 30, 1997, among
First Hawaiian Capital I, First Hawaiian, Inc. and Goldman Sachs &
Co., as Initial Purchaser
4.8 Form of Guarantee Agreement to be entered into by First Hawaiian,
Inc. and The First National Bank of Chicago, as Guarantee Trustee,
relating to the New Guarantee

5.1 Opinion of Simpson Thacher & Bartlett relating to the legality of
the New Junior Subordinated Debentures and the New Guarantee
5.2 Opinion of Richards, Layton & Finger relating to the legality of
the New Capital Securities
8.1 Opinion of Simpson Thacher & Bartlett as to certain United States
federal income tax matters
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1
hereto)
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2
hereto)
24.1 Powers of Attorney
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The First National Bank of Chicago, as
Trustee for the Junior Subordinated Indenture
25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The First National Bank of Chicago, as
Property Trustee for the Amended and Restated Trust Agreement of
First Hawaiian Capital I
25.3 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The First National Bank of Chicago, as
Guarantee Trustee for the New Guarantee
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Exchange Agent Agreement

ITEM 22. UNDERTAKINGS

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

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
each Registrant pursuant to the foregoing provisions or otherwise, each
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
each Registrant of expenses incurred or paid by a director, officer or
controlling person of each Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, each
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.

The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 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.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, First
Hawaiian, Inc. has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Honolulu, Hawaii
on October 17, 1997.
FIRST HAWAIIAN, INC.

By: /s/ Howard H. Karr
Name: Howard H. Karr
Title: Executive Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
October 17, 1997 in the capacities indicated.

SIGNATURE TITLE
Chairman, Chief Executive Officer &
- -------------------------------- Director (principal executive officer)
Walter A. Dods, Jr.
Director
- --------------------------------
John W.A. Buyers

Director
- --------------------------------
John C. Couch
Director
- --------------------------------
Julia Ann Frohlich
Director
- --------------------------------
Paul Mullin Ganley
Director
- --------------------------------
David M. Haig

Director
- --------------------------------
John A. Hoag
Director
- --------------------------------
Bert T. Kobayashi, Jr.
Director
- --------------------------------
Richard T. Mamiya

Director
- --------------------------------
Fujio Matsuda

Director
- --------------------------------
Roderick F. McPhee
Director
- --------------------------------
George P. Shea, Jr.

President & Director
- --------------------------------
John K. Tsui
Director
- --------------------------------
Fred C. Weyand

- -------------------------------- Director
Robert C. Wo

/s/ Howard H. Karr Executive Vice President & Treasurer
- -------------------------------- (principal financial and accounting
Howard H. Karr officer)

________________

[FN]
Howard H. Karr hereby signs this Registration Statement on October
17, 1997, on behalf of each of the above-named Directors and Officers
of the Registrant above whose typed names asterisks appear, pursuant
to powers of attorney duly executed by such Directors and Officers
and filed with the Securities and Exchange Commission as an Exhibit
to this Registration Statement.

/s/ Howard H. Karr
-----------------------
Howard H. Karr
Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, First
Hawaiian Capital I has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Honolulu,
Hawaii on October 17, 1997.

FIRST HAWAIIAN CAPITAL I

By: /s/ William B. Johnstone III
----------------------------
Name: William B. Johnstone III
Title: Administrative Trustee


                                                                   EXHIBIT 4.1



  ===========================================================================








                             FIRST HAWAIIAN, INC.




                                      to




                      THE FIRST NATIONAL BANK OF CHICAGO,
                                  as Trustee



                            ______________________


                         JUNIOR SUBORDINATED INDENTURE


                           Dated as of June 30, 1997

                            ______________________







  ===========================================================================

                             FIRST HAWAIIAN, INC.

     Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including
317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as
amended by the Trust Reform Act of 1990, are a part of and govern the
Indenture whether or not physically contained therein) and the Junior
Subordinated Indenture, dated as of June 30, 1997. 

Trust Indenture                                             Indenture         
Act Section                                                 Section           
- ---------------                                             ----------
Section 310      (a) (1), (2) and (5). . . . . . . . . . .  6.9
                 (a) (3).  . . . . . . . . . . . . . . . .  Not Applicable
                 (a) (4).  . . . . . . . . . . . . . . . .  Not Applicable
                 (b).  . . . . . . . . . . . . . . . . . .  6.8
                 . . . . . . . . . . . . . . . . . . . . .  6.10
                 (c).  . . . . . . . . . . . . . . . . . .  Not Applicable
Section 311      (a).  . . . . . . . . . . . . . . . . . .  6.13
                 (b).  . . . . . . . . . . . . . . . . . .  6.13
                 (b) (2).  . . . . . . . . . . . . . . . .  6.13
                 . . . . . . . . . . . . . . . . . . . . .  6.13
Section 312      (a).  . . . . . . . . . . . . . . . . . .  7.1
                 . . . . . . . . . . . . . . . . . . . . .  7.2(a)
                 (b).  . . . . . . . . . . . . . . . . . .  7.2(b)
                 (c).  . . . . . . . . . . . . . . . . . .  7.2(c)
Section 313      (a).  . . . . . . . . . . . . . . . . . .  7.3(a)
                 (b).  . . . . . . . . . . . . . . . . . .  7.3(b)
                 (c).  . . . . . . . . . . . . . . . . . .  7.3(a), 7.3(b)
                 (d).  . . . . . . . . . . . . . . . . . .  7.3(c)
Section 314      (a) (1), (2) and (3). . . . . . . . . . .  7.4
                 (a) (4).  . . . . . . . . . . . . . . . .  10.5
                 (b).  . . . . . . . . . . . . . . . . . .  Not Applicable
                 (c) (1).  . . . . . . . . . . . . . . . .  1.2
                 (c) (2).  . . . . . . . . . . . . . . . .  1.2
                 (c) (3).  . . . . . . . . . . . . . . . .  Not Applicable
                 (d).  . . . . . . . . . . . . . . . . . .  Not Applicable
                 (e).  . . . . . . . . . . . . . . . . . .  1.2
                 (f).  . . . . . . . . . . . . . . . . . .  Not Applicable
Section 315      (a).  . . . . . . . . . . . . . . . . . .  6.1(a)
                 (b).  . . . . . . . . . . . . . . . . . .  6.2
                 . . . . . . . . . . . . . . . . . . . . .  7.3(a)
                 (c).  . . . . . . . . . . . . . . . . . .  6.1(b)
                 (d).  . . . . . . . . . . . . . . . . . .  6.1(c)
                 (d) (1).  . . . . . . . . . . . . . . . .  6.1(d) (1)
                 (d) (2).  . . . . . . . . . . . . . . . .  6.1(d) (2)
                 (d) (3).  . . . . . . . . . . . . . . . .  6.1(d) (3)
                 (e).  . . . . . . . . . . . . . . . . . .  5.14
Section 316      (a).  . . . . . . . . . . . . . . . . . .  1.1
                 (a) (1) (A).  . . . . . . . . . . . . . .  5.12

                 (a) (1) (B).  . . . . . . . . . . . . . .  5.13
                 (a) (2).  . . . . . . . . . . . . . . . .  Not Applicable
                 (b).  . . . . . . . . . . . . . . . . . .  5.8
                 (c).  . . . . . . . . . . . . . . . . . .  1.4(f)
Section 317      (a) (1).  . . . . . . . . . . . . . . . .  5.3
                 (a) (2).  . . . . . . . . . . . . . . . .  5.4
                 (b).  . . . . . . . . . . . . . . . . . .  10.3
Section 318      (a).  . . . . . . . . . . . . . . . . . .  1.7
              
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
      a part of the Junior Subordinated Indenture. 

                               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   . . . . . .   10
         SECTION 1.3.   Forms of Documents Delivered to Trustee   . . . .   11
         SECTION 1.4.   Acts of Holders   . . . . . . . . . . . . . . . .   12
         SECTION 1.5.   Notices, Etc. to Trustee and Corporation  . . . .   14
         SECTION 1.6.   Notice to Holders; Waiver   . . . . . . . . . . .   14
         SECTION 1.7.   Conflict with Trust Indenture Act   . . . . . . .   15
         SECTION 1.8.   Effect of Headings and Table of Contents  . . . .   15
         SECTION 1.9.   Successors and Assigns  . . . . . . . . . . . . .   15
         SECTION 1.10.  Separability Clause   . . . . . . . . . . . . . .   15
         SECTION 1.11.  Benefits of Indenture   . . . . . . . . . . . . .   15
         SECTION 1.12.  Governing Law   . . . . . . . . . . . . . . . . .   16
         SECTION 1.13.  Non-Business Days   . . . . . . . . . . . . . . .   16

                                  ARTICLE II

                                SECURITY FORMS  . . . . . . . . . . . . .   16
         SECTION 2.1.   Forms Generally   . . . . . . . . . . . . . . . .   16
         SECTION 2.2.   Form of Face of Security  . . . . . . . . . . . .   17
         SECTION 2.3.   Form of Reverse of Security   . . . . . . . . . .   21
         SECTION 2.4.   Additional Provisions Required in Global
                           Security   . . . . . . . . . . . . . . . . . .   24
         SECTION 2.5.   Form of Trustee's Certificate of
                           Authentication   . . . . . . . . . . . . . . .   24

                                  ARTICLE III

                                THE SECURITIES  . . . . . . . . . . . . .   25
         SECTION 3.1.   Title and Terms   . . . . . . . . . . . . . . . .   25
         SECTION 3.2.   Denominations   . . . . . . . . . . . . . . . . .   28
         SECTION 3.3.   Execution, Authentication, Delivery and
                           Dating   . . . . . . . . . . . . . . . . . . .   28
         SECTION 3.4.   Temporary Securities  . . . . . . . . . . . . . .   30
         SECTION 3.5.   Global Securities   . . . . . . . . . . . . . . .   30
         SECTION 3.6.   Registration, Transfer and Exchange
                           Generally; Certain Transfers and
                           Exchanges; Securities Act Legends;
                           Exchange Offer   . . . . . . . . . . . . . . .   32
         SECTION 3.7.   Mutilated, Destroyed, Lost and Stolen
                           Securities   . . . . . . . . . . . . . . . . .   35
         SECTION 3.8.   Payment of Interest and Additional Interest;
                           Interest Rights Preserved  . . . . . . . . . .   36
         SECTION 3.9.   Persons Deemed Owners   . . . . . . . . . . . . .   38
         SECTION 3.10.  Cancellation  . . . . . . . . . . . . . . . . . .   38
         SECTION 3.11.  Computation of Interest   . . . . . . . . . . . .   38
         SECTION 3.12.  Deferrals of Interest Payment Dates   . . . . . .   38
         SECTION 3.13.  Right of Set-Off  . . . . . . . . . . . . . . . .   40
         SECTION 3.14.  Agreed Tax Treatment  . . . . . . . . . . . . . .   40

         SECTION 3.15.  Shortening of Stated Maturity   . . . . . . . . .   40
         SECTION 3.16.  CUSIP Numbers   . . . . . . . . . . . . . . . . .   40

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE  . . . . . . . . . .   41
         SECTION 4.1.   Satisfaction and Discharge of Indenture   . . . .   41
         SECTION 4.2.   Application of Trust Money  . . . . . . . . . . .   42

                                   ARTICLE V

                                   REMEDIES   . . . . . . . . . . . . . .   42
         SECTION 5.1.   Events of Default   . . . . . . . . . . . . . . .   42
         SECTION 5.2.   Acceleration of Maturity; Rescission and
                           Annulment  . . . . . . . . . . . . . . . . . .   43
         SECTION 5.3.   Collection of Indebtedness and Suits for
                           Enforcement by Trustee   . . . . . . . . . . .   45
         SECTION 5.4.   Trustee May File Proofs of Claim  . . . . . . . .   46
         SECTION 5.5.   Trustee May Enforce Claim Without Possession
                           of Securities  . . . . . . . . . . . . . . . .   46
         SECTION 5.6.   Application of Money Collected  . . . . . . . . .   47
         SECTION 5.7.   Limitation on Suits   . . . . . . . . . . . . . .   47
         SECTION 5.8.   Unconditional Right of Holders to Receive
                           Principal, Premium and Interest; Direct
                           Action by Holders of Capital Securities  . . .   48
         SECTION 5.9.   Restoration of Rights and Remedies  . . . . . . .   48
         SECTION 5.10.  Rights and Remedies Cumulative  . . . . . . . . .   49
         SECTION 5.11.  Delay or Omission Not Waiver  . . . . . . . . . .   49
         SECTION 5.12.  Control by Holders  . . . . . . . . . . . . . . .   49
         SECTION 5.13.  Waiver of Past Defaults   . . . . . . . . . . . .   49
         SECTION 5.14.  Undertaking for Costs   . . . . . . . . . . . . .   50
         SECTION 5.15.  Waiver of Usury, Stay or Extension Laws   . . . .   50

                                  ARTICLE VI

                                  THE TRUSTEE . . . . . . . . . . . . . .   51
         SECTION 6.1.   Certain Duties and Responsibilities   . . . . . .   51
         SECTION 6.2.   Notice of Defaults  . . . . . . . . . . . . . . .   52
         SECTION 6.3.   Certain Rights of Trustee   . . . . . . . . . . .   52
         SECTION 6.4.   Not Responsible for Recitals or Issuance of
                           Securities   . . . . . . . . . . . . . . . . .   53
         SECTION 6.5.   May Hold Securities   . . . . . . . . . . . . . .   53
         SECTION 6.7.   Compensation and Reimbursement  . . . . . . . . .   54
         SECTION 6.8.   Disqualification; Conflicting Interests   . . . .   54
         SECTION 6.9.   Corporate Trustee Required; Eligibility   . . . .   55
         SECTION 6.10.  Resignation and Removal; Appointment of
                           Successor  . . . . . . . . . . . . . . . . . .   55
         SECTION 6.11.  Acceptance of Appointment by Successor  . . . . .   57
         SECTION 6.12.  Merger, Conversion, Consolidation or
                           Succession to Business   . . . . . . . . . . .   58

         SECTION 6.13.  Preferential Collection of Claims Against
                           Corporation  . . . . . . . . . . . . . . . . .   58
         SECTION 6.14.  Appointment of Authenticating Agent   . . . . . .   58

                                  ARTICLE VII

             HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION  . . .   60
         SECTION 7.1.   Corporation to Furnish Trustee Names and
                           Addresses of Holders   . . . . . . . . . . . .   60
         SECTION 7.2.   Preservation of Information, Communications
                           to Holders   . . . . . . . . . . . . . . . . .   60
         SECTION 7.3.   Reports by Trustee  . . . . . . . . . . . . . . .   61
         SECTION 7.4.   Reports by Corporation  . . . . . . . . . . . . .   61

                                 ARTICLE VIII

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE   . . .   62
         SECTION 8.1.   Corporation May Consolidate, Etc., Only on
                           Certain Terms  . . . . . . . . . . . . . . . .   62
         SECTION 8.2.   Successor Corporation Substituted   . . . . . . .   62

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES . . . . . . . . . . .   63
         SECTION 9.1.   Supplemental Indentures Without Consent of
                           Holders  . . . . . . . . . . . . . . . . . . .   63
         SECTION 9.2.   Supplemental Indentures with Consent of
                           Holders  . . . . . . . . . . . . . . . . . . .   64
         SECTION 9.3.   Execution of Supplemental Indentures  . . . . . .   66
         SECTION 9.4.   Effect of Supplemental Indentures   . . . . . . .   66
         SECTION 9.5.   Conformity with Trust Indenture Act   . . . . . .   66
         SECTION 9.6.   Reference in Securities to Supplemental
                           Indentures   . . . . . . . . . . . . . . . . .   66

                                   ARTICLE X

                                   COVENANTS  . . . . . . . . . . . . . .   67
         SECTION 10.1.  Payment of Principal, Premium and Interest  . . .   67
         SECTION 10.2.  Maintenance of Office or Agency   . . . . . . . .   67
         SECTION 10.3.  Money for Security Payments to be Held in
                           Trust  . . . . . . . . . . . . . . . . . . . .   67
         SECTION 10.4.  Statement as to Compliance  . . . . . . . . . . .   69
         SECTION 10.5.  Waiver of Certain Covenants   . . . . . . . . . .   69
         SECTION 10.6.  Payment of Trust's Costs and Expenses   . . . . .   69
         SECTION 10.7.  Additional Covenants  . . . . . . . . . . . . . .   70
         SECTION 10.8.  Original Issue Discount   . . . . . . . . . . . .   71

                                  ARTICLE XI

                           REDEMPTION OF SECURITIES   . . . . . . . . . .   71
         SECTION 11.1.  Applicability of This Article   . . . . . . . . .   71
         SECTION 11.2.  Election to Redeem; Notice to Trustee   . . . . .   71
         SECTION 11.3.  Selection of Securities to be Redeemed  . . . . .   72
         SECTION 11.4.  Notice of Redemption  . . . . . . . . . . . . . .   72
         SECTION 11.5.  Deposit of Redemption Price   . . . . . . . . . .   73
         SECTION 11.6.  Payment of Securities Called for Redemption   . .   73
         SECTION 11.7.  Right of Redemption of Securities Initially
                           Issued to an Issuer Trust  . . . . . . . . . .   74

                                  ARTICLE XII

                                 SINKING FUNDS  . . . . . . . . . . . . .   75
         SECTION 12.1.  Applicability of Article  . . . . . . . . . . . .   75
         SECTION 12.2.  Satisfaction of Sinking Fund Payments with
                           Securities   . . . . . . . . . . . . . . . . .   75
         SECTION 12.3.  Redemption of Securities for Sinking Fund   . . .   75

                                 ARTICLE XIII

                          SUBORDINATION OF SECURITIES . . . . . . . . . .   77
         SECTION 13.1.  Securities Subordinate to Senior Indebtedness   .   77
         SECTION 13.2.  No Payment When Senior Indebtedness in
                           Default; Payment Over of Proceeds Upon
                           Dissolution, Etc   . . . . . . . . . . . . . .   77
         SECTION 13.3.  Payment Permitted If No Default   . . . . . . . .   79
         SECTION 13.4.  Subrogation to Rights of Holders of Senior
                           Indebtedness   . . . . . . . . . . . . . . . .   79
         SECTION 13.5.  Provisions Solely to Define Relative Rights   . .   80
         SECTION 13.6.  Trustee to Effectuate Subordination   . . . . . .   80
         SECTION 13.7.  No Waiver of Subordination Provisions   . . . . .   80
         SECTION 13.8.  Notice to Trustee   . . . . . . . . . . . . . . .   81
         SECTION 13.9.  Reliance on Judicial Order or Certificate of
                           Liquidating Agent  . . . . . . . . . . . . . .   82
         SECTION 13.10. Trustee Not Fiduciary for Holders of Senior
                           Indebtedness   . . . . . . . . . . . . . . . .   82
         SECTION 13.11. Rights of Trustee as Holder of Senior
                           Indebtedness; Preservation of Trustee's
                           Rights   . . . . . . . . . . . . . . . . . . .   82
         SECTION 13.12. Article Applicable to Paying Agents   . . . . . .   82


          JUNIOR SUBORDINATED INDENTURE, dated as of June 30, 1997, between
FIRST HAWAIIAN, INC., a Delaware corporation (the "Corporation"), having its
principal office at First Hawaiian Center, 999 Bishop Street, Honolulu,
Hawaii 96813, and THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, as Trustee (the "Trustee").


                          RECITALS OF THE CORPORATION

          WHEREAS, the Corporation 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 (the
"Securities") of substantially the tenor hereinafter provided, including
Securities issued to evidence loans made to the Corporation with the proceeds
from the issuance from time to time by one or more business trusts (each an
"Issuer Trust") of preferred undivided 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 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 Corporation, in accordance with its terms, have been done.

          NOW THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 1.1.  Definitions.

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

          (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)  All accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted
     accounting principles;

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

          (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 Indenture; and

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

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

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

          "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.

          "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "Agent Member" means any member of, or participant in, the
Depositary.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such 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.

          "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

          "Board of Directors" means the board of directors of the
Corporation or the Executive Committee of the board of directors of the
Corporation (or any other committee of the board of directors of the
Corporation performing similar functions) or a committee designated by the
board of directors of the Corporation (or such committee), comprised of two
or more members of the board of directors of the Corporation or officers of
the Corporation, or both.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Corporation to have been duly
adopted by the Board of Directors, or officers of the Corporation 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 or Honolulu,
Hawaii 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 Securities of a series initially issued to an Issuer Trust for so
long as such Securities are held by such 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 Corporation (as evidenced by an Officers'
Certificate delivered to the Trustee) that, as a result of the occurrence of
any amendment to, or change (including any announced proposed 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, rules 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 Corporation will not be
entitled to treat an amount equal to the aggregate Liquidation Amount (as
such term is defined in the related Trust Agreement) of such Capital
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes
of the capital adequacy guidelines of the Board of Governors of the Federal
Reserve System, as then in effect and applicable to the Corporation.

          "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 Securities and Exchange
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.

          "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered.

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

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

          "Corporation Request" and "Corporation Order" mean, respectively, a
written request or order signed in the name of the Corporation by its
Chairman of the Board of Directors, its Vice Chairman of the Board of

Directors, its President, one of its Vice Presidents, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

          "Debt" means, with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent
and without duplication, (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or
businesses; (iii) every reimbursement obligation of such Person with respect
to letters of credit, bankers' acceptances or similar facilities issued for
the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course
of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of the Corporation, whether incurred on or prior to the date of
this Indenture or thereafter incurred, for claims in respect of derivative
products, including interest rate, foreign exchange rate and commodity
forward contracts, options and swaps and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable for,
directly or indirectly, as obligor or otherwise.

          "Defaulted Interest" has the meaning specified in Section 3.8.

          "Delaware Trustee" means, with respect to any Issuer Trust, the
Person identified as the "Delaware Trustee" in the related Trust Agreement,
solely in its capacity as Delaware Trustee of such Issuer Trust under such
Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware trustee appointed as
therein provided.

          "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Corporation 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.

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

          "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.

          "Event of Default", unless otherwise specified with respect to a
series of Securities as contemplated by Section 3.1, has the meaning
specified in Article V.

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

          "Expiration Date" has the meaning specified in Section 1.4.

          "Extension Period" has the meaning specified in Section 3.12.

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

          "Guarantee Agreement" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Corporation for the benefit of the
Holders of the Capital Securities issued by such Issuer Trust, as modified,
amended or supplemented from time to time.

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

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

          "Institutional Accredited Investor" means an 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.

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

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

          "Notice of Default" means a written notice of the kind specified in
Section 5.1(3).

          "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary, of the Corporation and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Corporation or any Affiliate of the
Corporation.

          "Original Issue Date" means the date of issuance specified as such
in each Security.

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

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

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

        (iii)  Securities in substitution for or in lieu of which other
     Securities have been authenticated and delivered or 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
     Corporation;

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 Corporation or any other obligor upon the Securities or any
Affiliate of the Corporation or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities 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 Corporation
or any other obligor upon the Securities or any Affiliate of the Corporation
or such other obligor.  Upon the written request of the Trustee, the
Corporation shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Securities, if any, known by the Corporation to
be owned or held by or for the account of the Corporation or any other
obligor on the Securities, or any Affiliate of the Corporation or such
obligor, and subject to the provisions of Section 6.1, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination. 
Notwithstanding anything herein to the contrary, Securities of any series
initially issued to an Issuer Trust that are owned by such Issuer Trust shall
be deemed to be Outstanding notwithstanding the ownership by the Corporation
or an Affiliate of any beneficial interest in such Issuer Trust.

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

          "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, trust, unincorporated
association, or government or any agency or political subdivision thereof, or
any other entity of whatever nature.

          "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 (including any Additional 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 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.

          "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 or the terms of such Security.

          "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 day that is fifteen days next preceding such Interest Payment
Date (whether or not a Business Day).

          "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or
any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer,
the cashier, any assistant cashier, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of
the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular matter, any other officer to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject.

          "Restricted Securities Certificate" means a certificate
substantially in the form of Exhibit 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.

          "Restricted Security" means each Security required pursuant to
Section 3.6(c) to bear the Restricted Securities Legend.

          "Rights Plan" means a plan of the Corporation providing for the
issuance by the Corporation 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 Corporation, which rights are
(i) deemed to be transferred with such shares of such common stock and
(ii) also issued in respect of future issuances of such common stock, in each
case until the occurrence of a specified event or events.

          "Rule 144A Information" shall be such information with respect to
the Corporation as is specified pursuant to Rule 144A(d)(4) under the
Securities Act or any successor provision thereto, in each case as amended
from time to time.

          "Security" means any debt security authenticated and delivered
under this Indenture.

          "Securities Act" means the Securities Act of 1933 or any successor
statute thereto, in each case as amended from time to time.

          "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 3.6.

          "Senior Indebtedness" means the principal of (and premium, if any)
and interest, if any (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to the Corporation
whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt of the Corporation, whether incurred on or prior to the
date of this Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such obligations are not superior in right of payment to
the Securities or to other Debt that is pari passu with, or subordinated to,
the Securities, provided, however, that Senior Indebtedness shall not be
deemed to include (a) any Debt of the Corporation that, when incurred and
without respect to any election under Section 1111(b) of the Bankruptcy
Reform Act of 1978, was without recourse to the Corporation, (b) any Debt of
the Corporation to any of its Subsidiaries, (c) any Debt of the Corporation
to any Person who is an employee of the Corporation in such Person's capacity
as such, (d) any Securities, (e) trade accounts payable of the Corporation,
(f) accrued liabilities arising in the ordinary course of business of the
Corporation and (g) any Debt which by its terms is subordinated to trade
accounts payable or accrued liabilities arising in the ordinary course of
business to the extent that payments made to the holders of such Debt by the
holders of the Securities as a result of the subordination provisions of this
Indenture would be greater than such payments otherwise would have been
(absent giving effect to this clause (g)) as a result of any obligation of
such holders of such Debt to pay any amounts over to the obligees on such
trade accounts payable or accrued liabilities arising in the ordinary course
of business as a result of the subordination provisions to which such Debt is
subject. 

          "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 premium, if any) or interest (including
any Additional 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 premium, if any) or interest
(including any Additional Interest) is due and payable, as such date may be

shortened as provided pursuant to the terms of such Security and this
Indenture, in the case of the Stated Maturity of any Security, and subject to
the deferral of any such date during any Extension Period, in the case of any
instalment of interest.

          "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Corporation or
by one or more other Subsidiaries, or by the Corporation 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.   For the purposes of this
definition, any Security authenticated and delivered under Section 3.7 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security.

          "Tax Event" means the receipt by an Issuer Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced proposed change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, 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 Corporation to such Issuer
Trust, (ii) interest payable by the Corporation 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 Corporation, in whole or in part, for
United States federal income tax purposes, or (iii) such Issuer Trust is, or
within 90 days of the delivery of such Opinion of Counsel will be, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges.

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

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument, solely in its capacity as such Trustee 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 in
force at the date as of which this instrument was executed; provided,

however, that if the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means the Trust Indenture Act of 1939 as so amended.

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

          "Vice President," when used with respect to the Corporation, 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 Corporation to the Trustee
to take any action under any provision of this Indenture, the Corporation
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;

          (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 may certify or give an opinion as to other
matters, and any of such Persons may certify or give an opinion as to such
matters contained in one or several documents.

          Any certificate or opinion of an officer of the Corporation 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, 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, one or more officers of the Corporation
stating that the information with respect to such factual matters is in the
possession of the Corporation, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate, opinion or
representations with respect to matters upon which his or her certificate or
opinion is based 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 Corporation.  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 Corporation, if made in the manner provided in this Section 1.4.

          (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 such notary the
execution thereof.  Where such execution is by a Person acting in other than
such Persons's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such Person's authority.

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

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

          (e)  Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security
issued upon the transfer thereof or in exchange therefor or in lieu thereof

in respect of anything done or suffered to be done by the Trustee or the
Corporation in reliance thereon, whether or not notation of such action is
made upon such Security.

          (f)  The Corporation 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 Corporation 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 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
Corporation 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 Corporation, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2), or (iv) any direction
referred to in Section 5.12, in each case with respect to Securities of such
series.  If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing
in this paragraph shall be construed to prevent the Trustee from setting a
new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Corporation's expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Corporation 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 1.4,
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 1.4, the party hereto that set such record date
shall be deemed to have initially designated the 180th day after such record
date as the Expiration Date with respect thereto, subject to its right to
change the Expiration Date as provided in this paragraph.  Notwithstanding
the foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.

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

          SECTION 1.5.  Notices, Etc. to Trustee and Corporation.

          Any request, demand, authorization, direction, notice, consent,
waiver or other 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 Corporation shall be sufficient for every purpose hereunder if made,
     given, furnished or filed in writing to or with the Trustee at its
     Corporate Trust office, or

          (2)  the Corporation 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 Corporation addressed to it at the
     address of its principal office specified in the first paragraph of this
     Indenture or at any other address previously furnished in writing to the
     Trustee by the Corporation.

          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 service 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.

          Except as otherwise expressly provided herein, the Trust Indenture
Act shall apply as a matter of contract to this Indenture for purposes of
interpretation, construction and defining the rights and obligations
hereunder, and this Indenture, the Corporation and the Trustee shall be
deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Indenture were
qualified under that Act on the date hereof.  Except as otherwise expressly
provided herein, if and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310
to 317, inclusive, of the Trust Indenture Act through operation of
Section 318(c) thereof, such imposed duties shall control.

          SECTION 1.8.  Effect of Headings and Table of Contents.

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

          SECTION 1.9.  Successors and Assigns.

          All covenants and agreements in this Indenture by the Corporation
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.

          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 principal of (and
premium, if any) or interest (including any Additional Interest) 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 falls 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 automated quotation system on
which the Securities may be listed or traded 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 Corporation and delivered to the
Trustee at or prior to the delivery of the Corporation Order contemplated by
Section 3.3 with respect to the authentication and delivery of such
Securities.

          The definitive Securities shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods, if
required by any securities exchange or automated quotation system on which
the Securities may be listed or traded, 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 or automated quotation system on which the
Securities may be listed or traded, all as determined by the officers
executing such Securities, as evidenced by their execution of such
securities.

          SECTION 2.2.  Form of Face of Security.

                             FIRST HAWAIIAN, INC.
                              [Title of Security]

          [If the Security is a Restricted Security, insert --"THIS SECURITY
(OR ANY PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION

FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A,
REGULATION S OR ANOTHER EXEMPTION THEREUNDER.  THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT
OF THE ISSUER TRUST THAT: (I) IT HAS ACQUIRED A "RESTRICTED" SECURITY WHICH
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; OR (II) IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
CORPORATION, (B) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
(E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER APPLICABLE JURISDICTIONS; AND (III) IT
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE.  ANY
OFFER, SALE, PLEDGE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSES
(II)(C) AND (D) IS SUBJECT TO THE RIGHT OF THE ISSUER OF THIS SECURITY AND
THE PROPERTY TRUSTEE FOR SUCH SECURITIES TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO THEM IN
FORM AND SUBSTANCE.  SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A
QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT
BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS, AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO BELOW. 
THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A REGISTRATION
RIGHTS AGREEMENT, DATED OF EVEN DATE HEREWITH, AMONG THE ISSUER TRUST, THE
DEPOSITOR AND THE PURCHASER NAMED THEREIN."


     [If the Security is subject to an agreement providing for the exchange
on registration pursuant to the Securities Act, insert --- THE HOLDER OF THIS
SECURITY IS DEEMED, BY SUCH HOLDER'S ACCEPTANCE OF THIS SECURITY, TO HAVE
AGREED TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT,
DATED OF EVEN DATE HEREWITH, AMONG THE ISSUER TRUST, THE DEPOSITOR AND THE
PURCHASERS NAMED THEREIN.]

No. _____________                                                  $__________

          FIRST HAWAIIAN, INC., a Delaware corporation (hereinafter called
the "Corporation", 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] [; provided that
the Corporation may shorten the Stated Maturity of the principal of this
Security to a date not earlier than __________, in the circumstances
described on the reverse hereof].  The Corporation further promises to pay
interest on said principal sum 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 rate of __% per annum
until the principal hereof is paid or duly provided for or made available for

payment [if applicable, insert-- ; provided that any overdue principal,
premium and any overdue installment of interest shall bear Additional
Interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), compounded
[monthly][quarterly][semi-annually], from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand].  The amount of interest payable for any period less than
a full interest period shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual days elapsed in a partial month in such
period.  The amount of interest payable for any full interest period shall be
computed by dividing the applicable rate per annum by [twelve/four/two].  The
interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest installment [if applicable insert--, which shall be the
[____________ 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 or
automated quotation system on which the Securities of this series may be
listed or traded, and upon such notice as may be required by such exchange or
self regulatory organization, all as more fully provided in said Indenture.

          [If applicable, insert--So long as no Event of Default has occurred
and is continuing, the Corporation 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 Corporation shall have the right to make partial payments of interest on
any Interest Payment Date, and] at the end of which the Corporation shall pay
all interest then accrued and unpaid (including any 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
Corporation 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 Corporation'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 Corporation 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 Corporation in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Corporation (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 Corporation's capital stock (or
any capital stock of a Subsidiary of the Corporation) for any class or series
of the Corporation's capital stock or of any class or series of the
Corporation's indebtedness for any class or series of the Corporation's
capital stock, (c) the purchase of fractional interests in shares of the
Corporation'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 Corporation 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 Corporation 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 shall bear Additional Interest (to the
extent that the payment of such interest shall be legally enforceable) at the
rate of ____% per annum, compounded [monthly][quarterly][semi-annually] and
calculated as set forth in the first paragraph of this Security, from the
dates on which amounts would otherwise have been due and payable until paid
or made available for payment.  The Corporation shall give the Property
Trustee of this Security notice of its election of such Extension Period at
least one Business Day prior to the next succeeding Interest Payment Date on
which interest on this Security would be payable but for such deferral [if
applicable, insert--or so long as such Securities are held by [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. The Property Trustee will give notice of the
Corporation's election to begin a new Extension Period to the Holders of the
Capital Securities.]

          Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Corporation
maintained for that purpose in [insert Place of Payment], 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 Corporation payment of interest
may be made (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Securities Register, or (ii) by wire
transfer in immediately available funds at such place and to such account as
may be designated in writing at least 15 days before the relevant Interest
Payment Date by the Person entitled thereto as specified in the Securities
Register].

          The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and junior in right of payment 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 such Holder's
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 such
Holder's 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.

          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 Corporation has caused this instrument to
be duly executed.

                                           FIRST HAWAIIAN, INC.


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

          SECTION 2.3.  Form of Reverse of Security.

          This Security is one of a duly authorized issue of securities of
the Corporation (herein called the "Securities"), issued and to be issued in
one or more series under the Junior Subordinated Indenture, dated as of
June 30, 1997 (herein called the "Indenture"), between the Corporation and
____________, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Corporation, 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 $ ___________].

          All terms used in this Security that are defined in the Indenture
[if applicable, insert--or in the Amended and Restated 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 Corporation, as Depositor, the Trustees named
therein and the Holders from time to time of the Trust Securities issued

pursuant thereto,] shall have the meanings assigned to them in the Indenture
[if applicable, insert--or the Trust Agreement, as the case may be].

          [If applicable, insert--The Corporation may at any time, at its
option, on or after _______, __ and subject to the terms and conditions of
Article XI of the Indenture, redeem this Security in whole at any time or in
part from time to time, at the following Redemption Prices (expressed as per-
centages of the principal amount hereof): If redeemed during the 12-month
period beginning __________, 

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



and thereafter at a Redemption Price equal to 100% of the principal amount
hereof, together, in the case of any such redemption, with accrued interest
[if applicable, insert-- (including any Additional Interest)] to but
excluding the date fixed for redemption.]

          [If applicable, insert--In addition, upon the occurrence and during
the continuation of a Tax Event or a Capital Treatment Event in respect of
the Issuer Trust, the Corporation may, at its option, at any time within 90
days of the occurrence and during the continuation of such Tax Event or
Capital Treatment Event, as the case may be, redeem this Security, in whole
but not in part, subject to the terms and conditions of Article XI of the
Indenture, at a Redemption Price equal to [insert formula].

          [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.]

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

          The Indenture permits, with certain exceptions as therein provided,
the Corporation 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 Corporation 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 Corporation with provisions of the
Indenture and their consequences.  Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

          [If the Security is not a Discount Security, insert--As provided in
and subject to the provisions of the Indenture, if an Event of Default with

respect to the Securities of this series at the time Outstanding occurs and
is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding Securities of
this series may declare the principal amount of all the Outstanding
Securities of this series to be due and payable immediately, by a notice in
writing to the Corporation (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 Corporation and the Trustee]; and upon any such declaration
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 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 Outstanding Securities
of this series to be due and payable immediately, by a notice in writing to
the Corporation (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
Corporation 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 such Securities shall become
immediately due and payable, provided that the payment of such principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.  Upon
payment (i) of the amount of principal so declared due and payable and
(ii) of interest on any overdue principal, premium and interest (in each case
to the extent that the payment of such interest shall be legally
enforceable), all of the Corporation'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
Corporation, which is absolute and unconditional, to pay the principal of
(and premium, if any) and interest [if applicable, insert--(including any
Additional Interest)] on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Corporation 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
Corporation and the Securities Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $_______ and any integral multiple of
$_____ in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

          No service charge shall be made for any such registration of
transfer or exchange, but the Corporation 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 Corporation, the Trustee and any agent of the Corporation 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 Corporation, the Trustee nor any such agent shall be affected
by notice to the contrary.

          It is intended that this Security constitute indebtedness of the
Corporation for all United States tax purposes and the Corporation and, by
its acceptance of this Security or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, this Security
agree to treat the Security as indebtedness of the Corporation for all United
States federal, state and local tax purposes.

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

          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 FIRST NATIONAL BANK OF
                                           CHICAGO, as Trustee

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


                                  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 of a series:

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

          (b)  the limit, if any, upon the aggregate principal amount of the
     Securities of such series 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, 3.7, 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 (including any Additional
     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

     Corporation shall have the right to 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 at which and
     extent to which Additional Interest, if any, shall be payable in respect
     of 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 Corporation 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;

          (f)  the place or places where the principal of (and premium, if
     any) and interest (including any 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
     Corporation in respect of the Securities of such series may be made;

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

          (h)  the obligation or the right, if any, of the Corporation 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 $1,000 and any integral
     multiple 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 (including any Additional Interest) on the Securities
     of the series shall be payable, or in which the Securities of the series
     shall be denominated and the manner of determining the equivalent
     thereof in Dollars for purposes of the definition of Outstanding;

          (k)  the additions, modifications or deletions, if any, in the
     covenants of the Corporation 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 that 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
     that shall be due and payable upon any Maturity other than the Stated
     Maturity or that 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);

          (n)  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;

          (o)  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;

          (p)  if applicable, that any Securities of the series shall be
     issuable in whole or in part in the form of one or more Global
     Securities and, in such case, the respective Depositories for such
     Global Securities, the form of any legend or legends 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;

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

          (r)  the terms of any right to convert or exchange Securities of
     such series into any other securities or property of the Corporation,
     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;

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

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

          (u)  the additions, modifications or deletions, if any, in the
     Events of Default that apply to any Securities of the series and any
     change in the right of the Trustee or the requisite Holders of such
     Securities to declare the principal amount thereof due and payable
     pursuant to Section 5.2 and

          (v)  any other terms of the Securities of such series (which terms
     shall not be inconsistent with the provisions of this Indenture, except
     as permitted by Section 9.1(6)).

          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
Corporation 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 denominations of $1,000 and any integral
multiple thereof, unless otherwise specified as contemplated by Section 3.1.

          SECTION 3.3.   Execution, Authentication, Delivery and Dating.

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

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

          (2)  if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 3.1, that such

     terms have been established in conformity with the provisions of this
     Indenture; and

          (3)  that such Securities, when authenticated and delivered by the
     Trustee and issued by the Corporation in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid
     and legally binding obligations of the Corporation, 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 issuance 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 of the preceding
paragraphs, 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 Corporation Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraphs
at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

          Each Security shall be dated the date of its authentication.

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

          SECTION 3.4.  Temporary Securities.

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

          If temporary Securities of any series are issued, the Corporation
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
Corporation designated for that purpose without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities, the
Corporation 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, of like tenor and aggregate principal amount,
bearing such restrictive legends as may be required by this Indenture and
bearing a number not contemporaneously outstanding.  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 Corporation 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 Corporation is unable to locate a qualified
successor, (ii) the Corporation executes and delivers to the Trustee a
Corporation Order stating that the Corporation elects to terminate the book-
entry system through such Depositary or (iii) an Event of Default occurs and
is continuing.  Upon the occurrence of any event specified in clause (i),
(ii) or (iii) above, the Securities Registrar shall notify the applicable
Depositary and instruct such Depositary to notify all beneficial owners of
Global Securities of the occurrence of such event and of the availability of
the definitive Securities to beneficial owners of such Securities requesting
the same; provided, however, that no Securities shall be issued in any
denomination less than the minimum authorized denomination therefor.

          (c)  If any Global Security is to be exchanged in whole for other
Securities or canceled in whole, it shall be surrendered by or on behalf of
the applicable 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 with notice to the Trustee, whereupon the Trustee, in
accordance with the Applicable Procedures, shall instruct such 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 3.5(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; provided, however, that no Securities shall be issued in any
denomination less than the minimum authorized denomination therefor.  Neither
the Securities Registrar nor the Trustee shall 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)  Securities distributed to holders of Book-Entry 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 Book-Entry 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.

          (f)  As provided in Section 3.9, the Depositary for a Global
Security 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.  The
Securities Registrar and the Trustee shall be entitled to deal with the
Depositary for such Global Security for all purposes of this Indenture
relating to the Global Security (including the payment of the principal
amount of (and premium, if any) and interest (including Additional Interest)
on such Global Security and the giving of instructions or directions by or to
beneficial owners of the Securities represented thereby) as the sole Holder
of the Securities represented thereby and shall have no obligation to such
beneficial owners.  Neither the Corporation, the Trustee nor the Securities
Registrar shall have any liability in respect of any transfers effected by
the Depositary.

          (g)  The rights of owners of beneficial interests in a Global
Security shall be exercised only through the Depositary for such Global
Security and shall be limited to those established by law, the Applicable
Procedures and agreements between such beneficial owners and the Depositary
and/or its Agent Members.

          SECTION 3.6.  Registration, Transfer and Exchange Generally;
Certain Transfers and Exchanges; Securities Act Legends; Exchange Offer.

          (a)  The Corporation shall cause to be kept at the Corporate Trust
Office of the Trustee a register or registers (the "Securities Register") in
which the registrar and transfer agent with respect to the Securities (the
"Securities Registrar"), subject to such reasonable regulations as it may

prescribe, shall provide for the registration of Securities and of transfers
and exchanges of Securities as herein provided.  The Trustee is hereby
appointed Securities Registrar for the purpose of registering Securities and
transfers and exchanges of Securities as herein provided.

          Upon surrender for registration of transfer of any Security at the
office or agency of the Corporation designated for that purpose, the
Corporation 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, bearing such restrictive legends as may be
required by this Indenture and bearing a number not contemporaneously
outstanding.

          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, bearing such restrictive legends as may be
required by this Indenture and bearing a number not contemporaneously
outstanding, upon surrender of the Securities to be exchanged at such office
or agency.  Whenever any Securities are so surrendered for exchange, the
Corporation shall execute, and the Trustee shall authenticate and deliver,
the Securities that the Holder making the exchange is entitled to receive.

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

          Neither the Corporation, the Trustee nor the Securities Registrar
shall be required, pursuant to the provisions of this Section 3.6, (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.

          Every Security presented or surrendered for registration of
transfer or exchange shall (if so required by the Corporation or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Corporation 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 registration of
transfer or exchange of Securities, but the Corporation 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.

          (b)  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)  Non-Global Security to Global Security.  If the Holder of a
     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) if the Security to be transferred in whole or
     in part is a Restricted Security, a Restricted Securities Certificate
     duly executed by such Holder or such Holder's attorney duly authorized
     in writing, then the Securities Registrar shall cancel such Security
     (and issue a new Security in respect of any untransferred portion
     thereof) as provided in Section 3.6(a) and increase the aggregate
     principal amount of the Global Security by the specified principal
     amount so transferred as provided as provided in Section 3.5(c).

         (ii)  Non-Global Security to Non-Global Security.  A Security that
     is not a Global Security may be transferred, in whole or in part, to a
     Person who takes delivery in the form of another Security that is not a
     Global Security as provided in Section 3.6(a), provided that if the
     Security to be transferred in whole or in part is a Restricted Security, 
     the Securities Registrar shall have received a Restricted Securities
     Certificate duly executed by the transferor Holder or such Holder's
     attorney duly authorized in writing.

        (iii)  Global Security to 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, Securities or portions thereof may be
     transferred or exchanged only in principal amounts of not less than the
     minimum authorized denomination therefor, and only if, following such
     transfer or exchange, each Holder would hold Securities with a principal
     amount of not less than such minimum authorized denomination.  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 (including
     any Additional Interest) payable on such Securities, and such transferee
     shall be deemed to have no interest whatsoever in such Securities.

          (c)  Except as set forth below, all Securities shall bear a
Restricted Securities Legend: 

          (i)  subject to the following Clauses of this Section 3.6(c), a
     Security or any portion thereof that is exchanged, upon transfer or
     otherwise, for a Global Security or any portion thereof shall bear the
     Restricted Securities Legend;

         (ii)  subject to the following Clauses of this Section 3.6(c), a new
     Security that 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 bear a Restricted Securities Legend;

        (iii)  a new 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 Corporation's
     sole judgment, placing such a legend upon such new Security is not and
     will not be necessary to ensure compliance with the registration
     requirements of the Securities Act, and the Trustee, at the written
     direction of the Corporation in the form of an Officers' Certificate,
     shall authenticate and deliver such a new Security as provided in this
     Article III;

         (iv)  any Securities that are sold or otherwise disposed of pursuant
     to an effective registration statement under the Securities Act such
     that such Securities are freely transferable by the holders thereof
     shall not bear a Restricted Securities Legend;

          (v)  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,
     in the Corporation's sole judgement such Successor Security is a
     "restricted security" within the meaning of Rule 144 under the
     Securities Act, in which case the Trustee, at the written direction of
     the Corporation 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

         (vi)  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.

          (d)  The exchange or registration pursuant to the Securities Act 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 this
Indenture and any agreement specifying the terms and conditions of such
exchange.  All holders of an interest in such securities will be deemed to be
bound by the provisions of such security and the related agreement providing
for exchange and registration.

          The Corporation shall inform the Trustee in writing of the
effective date of any registration statement registering any 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.

          SECTION 3.7.  Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the Trustee together
with such security or indemnity as may be required by the Corporation or the
Trustee to save each of them harmless, the Corporation 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.

          If there shall be delivered to the Corporation 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 Corporation
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Corporation 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, 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 Corporation 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
Corporation 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 Corporation, whether or not the destroyed, lost
or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to the same benefits of this Indenture equally and proportionately
with any and all other Securities of the same series duly issued hereunder.

          The provisions of this Section 3.7 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.

          Interest (including any 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 (including any Additional 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.  At the option of the Corporation, interest

on any series of Securities may be paid (i) by check mailed to the address of
the Person entitled thereto as it shall appear on the Securities Register of
such series or (ii) by wire transfer in immediately available funds at such
place and to such account as designated by the Person entitled thereto as
specified in the Securities Register of such series.

          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 Corporation, at its election in each case, as provided in Clause (1) or
(2) below:

          (1)  The Corporation 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 Corporation 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
     Corporation 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 provided in this Clause (1).  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 Corporation of such
     Special Record Date and, in the name and at the expense of the
     Corporation, 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
     Corporation, 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, 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 Corporation may make payment of any Defaulted Interest in
     any other lawful manner not inconsistent with the requirements of any
     securities exchange or automated quotation system 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 Corporation to the Trustee of the proposed payment pursuant to
     this Clause (2), such payment shall be deemed practicable by the
     Trustee.

          Subject to the foregoing provisions of this Section 3.8, 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, that were carried by such other Security.

          SECTION 3.9.  Persons Deemed Owners.

          The Corporation, the Trustee and any agent of the Corporation 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 Corporation, the Trustee nor any agent of the Corporation 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
Corporation, the Trustee and any agent of the Corporation or the Trustee as
the owner of such Global Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Corporation,
the Trustee or any agent of the Corporation 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 Corporation may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder that the
Corporation 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 3.10, except as expressly permitted by this
Indenture.  All canceled Securities shall be destroyed by the Trustee and the
Trustee shall deliver to the Corporation a certificate of such destruction.

          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
partial 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.

          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 Corporation shall have the right,
at any time during the term of such series, from time to time to defer the
payment of interest on such Securities for such period or periods as may be
specified as contemplated by Section 3.1 (each, an "Extension Period"),
during which Extension Periods the Corporation shall, if so specified as
contemplated by Section 3.1, have the right to make partial payments of
interest (including any Additional 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 Corporation 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 Corporation 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 Corporation'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 Corporation 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 Corporation in connection with any
employment contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or consultants,
in connection with a dividend reinvestment or stockholder stock purchase plan
or in connection with the issuance of capital stock of the Corporation (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 Corporation's capital stock (or any capital stock
of a Subsidiary of the Corporation) for any class or series of the
Corporation's capital stock or of any class or series of the Corporation's
indebtedness for any class or series of the Corporation's capital stock,
(c) the purchase of fractional interests in shares of the Corporation'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 Corporation 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 (including any Additional Interest) then
due on any Interest Payment Date, the Corporation may elect to begin a new
Extension Period, subject to the above conditions.  No interest (including
any 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 Corporation shall give the Property Trustee 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. The Property Trustee will give notice of the
Corporation's election to begin a new Extension Period to the holders of the
Capital Securities.

          The Trustee shall promptly give notice of the Corporation'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
Corporation 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
Corporation has theretofore made, or is concurrently on the date of such
payment making, a payment under the Guarantee Agreement 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.

          It is intended that each Security issued hereunder shall constitute
indebtedness of the Corporation and, consequently, each such Security provide
that the Corporation 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 to treat such Security as indebtedness of
the Corporation for all United States federal, state and local tax purposes.

          SECTION 3.15.  Shortening of Stated Maturity.

          If specified as contemplated by Section 2.1 or Section 3.1 with
respect to the Securities of a particular series, the Corporation shall have
the right to shorten the Stated Maturity of the principal of the Securities
of such series at any time to any date.

          SECTION 3.16.  CUSIP Numbers.

          The Corporation in issuing the Securities may use"CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use"CUSIP" numbers
in notices of redemption 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 Corporation 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 Corporation, 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 Corporation and thereafter repaid to the
               Corporation or discharged from such trust, as provided in
               Section 10.3) have been delivered to the Trustee for
               cancellation; or

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

                    (i)   have become due and payable, or

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

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

          and the Corporation, 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 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 Corporation has paid or caused to be paid all other sums
     payable hereunder by the Corporation; and

          (3)  the Corporation 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 Corporation to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section 4.1, the obligations of the
Trustee under Section 4.2 and the last paragraph of Section 10.3 shall
survive.

          SECTION 4.2.  Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1 shall be held in
trust and applied by the Trustee, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Corporation 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 (including any Additional Interest) for
the payment of which such money or obligations have been deposited with or
received by the Trustee.


                                   ARTICLE V

                                   REMEDIES

          SECTION 5.1.  Events of Default.

          "Event of Default", wherever used herein with respect to the
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), except as may be specified pursuant to
Section 3.1:

          (1)  default in the payment of any interest (including any
     Additional Interest) upon any Security of that series 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 respect of any interest
     (including Additional Interest) in the case of an Extension Period); or

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

          (3)  failure on the part of the Corporation duly to observe or
     perform in any material respect any other of the covenants or agreements
     on the part of the Corporation 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 Corporation to remedy the same,
     shall have been given to the Corporation by the Trustee by registered or
     certified mail or to the Corporation and the Trustee by the Holders of

     at least 25% in aggregate principal amount of the Outstanding Securities
     of that series; or

          (4)  the entry of a decree or order by a court having jurisdiction
     in the premises adjudging the Corporation a bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization of the
     Corporation under the Bankruptcy Code or any other similar applicable
     Federal or State law, which decree or order shall have continued
     undischarged and unstayed for a period of 90 days; or the entry of a
     decree or order of a court having jurisdiction in the premises for the
     appointment of a receiver or liquidator or trustee or assignee in
     bankruptcy or insolvency of the Corporation or of its property, or for
     the winding up or liquidation of its affairs, which decree or order
     shall have continued undischarged and unstayed for a period of 90 days;
     or

          (5)  the commencement by the Corporation of voluntary proceedings
     to be adjudicated a bankrupt, or the consent by the Corporation to the
     filing of a bankruptcy proceeding against it, or the filing by the
     Corporation of a petition or answer or consent seeking reorganization
     under the Bankruptcy Code or any other similar Federal or State law, or
     the consent by the Corporation to the filing of any such petition, or
     the consent by the Corporation to the appointment of a receiver or
     liquidator or trustee or assignee in bankruptcy or insolvency of it or
     of its property, or the making by the Corporation of an assignment for
     the benefit of creditors, or the admission by the Corporation in writing
     of its inability to pay its debts generally as they become due; 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 Corporation (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 (or specified portion thereof) to be immediately due and payable,
the holders of at least 25% in aggregate Liquidation Amount (as defined in
the related Trust Agreement) of the related series of Capital Securities
issued by such Issuer Trust then outstanding shall have the right to make
such declaration by a notice in writing to the Corporation 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) and the accrued
interest (including any Additional Interest) on all the Securities of such
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 premium, if any) 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.  

          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 V provided, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of that series, by written notice to the
Corporation and the Trustee, may rescind and annul such declaration and its
consequences if:

          (1)  the Corporation 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

               (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 Liquidation Amount of the
Capital Securities (as defined in the related Trust Agreement) issued by such
Issuer Trust shall also have the right to rescind and annul such declaration
and its consequences by written notice to the Corporation and the Trustee,
subject to the satisfaction of the conditions set forth in Clauses (1) and
(2) above of this Section 5.2.

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

          SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement
by Trustee.

          The Corporation 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 (or
     premium, if any, on) any Security at the Maturity thereof,

the Corporation 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), including any
sinking fund payment or analogous obligations, and interest (including any
Additional Interest), and, in addition thereto, all amounts owing to the
Trustee under Section 6.7.

          If the Corporation 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 Corporation or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Corporation 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
proceeding relative to the Corporation or any other obligor upon the
Securities or the property of the Corporation or of such other obligor or
their creditors,

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

               (1)  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 of the Securities
          and to file such other papers or documents as may be necessary or
          advisable and to take any and all actions as are authorized under
          the Trust Indenture Act in order to have the claims of the Holders
          and any predecessor to the Trustee under Section 6.7 allowed in any
          such judicial proceedings; and

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

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

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

          SECTION 5.5.  Trustee May Enforce Claim Without Possession of
Securities.

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

          SECTION 5.6.  Application of Money Collected.

          Any money or property collected or to be applied by the Trustee
with respect to a series of Securities pursuant to this Article V 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 or 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;

          (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 Corporation for
enforcement of payment to such holder of principal of (premium, if any) and

(subject to Sections 3.8 and 3.12) interest (including any Additional
Interest) on the Securities having a principal amount equal to the aggregate
Liquidation Amount (as defined in the related Trust Agreement) of such
Capital Securities held by such holder.

          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 Corporation, the Trustee, such Holders and such holder of Capital
Securities shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee, such Holder and such
holder of Capital Securities shall continue as though no such proceeding had
been instituted.

          SECTION 5.10.  Rights and Remedies Cumulative.

          Except as otherwise provided in the last paragraph of Section 3.7,
no right or remedy herein conferred upon or reserved to the Trustee or the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

          SECTION 5.11.  Delay or Omission Not Waiver.

          No delay or omission of the Trustee, any Holder of any Security 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 V 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.

          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 Liquidation Amount of the Capital Securities (as
defined in the related Trust Agreement) issued by such Issuer Trust may waive
any past default or Event of 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 Corporation has paid
     to or deposited with the Trustee a sum sufficient to pay all matured
     installments of interest (including any 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 a waiver by holders of
Capital Securities issued by such Issuer Trust, by the holders of all the
Capital Securities issued by such Issuer Trust.

          Upon any such waiver, such default or Event of Default shall cease
to exist, and any default or 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 its 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 5.14 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.

          SECTION 5.15.   Waiver of Usury, Stay or Extension Laws.

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

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

          (1)  this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section 6.1;

          (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.

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

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

          SECTION 6.2.  Notice of Defaults.

          Within 90 days after actual knowledge by a Responsible Officer of
the Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders
of Securities of such series, as their names and addresses appear in the
Securities Register, notice of such default, unless such default shall have
been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities
of such series; and provided further, however, 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 6.2, the term
"default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

          SECTION 6.3.  Certain Rights of Trustee.

          Subject to the provisions of Section 6.1:

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

          (b)  any request or direction of the Corporation mentioned herein
shall be sufficiently evidenced by a Corporation Request or Corporation 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
complying with such request or direction;

          (f)  the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, 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

          (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 by it with due care
hereunder.

          SECTION 6.4.  Not Responsible for Recitals or Issuance of
Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Corporation, 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 Corporation 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 Corporation, 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 Corporation
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 (including the Trust
Indenture Act).  The Trustee shall be under no liability for interest on any

money received by it hereunder except as otherwise agreed with the
Corporation.

          SECTION 6.7.  Compensation and Reimbursement.

          The Corporation, in its capacity as the issuer of the Securities,
agrees

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

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

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

          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 Code.

          SECTION 6.8.  Disqualification; Conflicting Interests.

          (a)  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).

          (b)  The Trust Agreement and the Guarantee Agreement with respect
to each Issuer Trust shall be deemed to be specifically described in this
Indenture for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

          SECTION 6.9.  Corporate Trustee Required; Eligibility.

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

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

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

in either case having at the time of appointment securities rated in one of
the three highest rating categories by a nationally recognized statistical
rating organization and a combined capital and surplus of at least
$50,000,000.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then, for the purposes of this Section 6.9 and to the
extent permitted by the Trust Indenture Act, the combined capital and surplus
of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.9, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article VI.  Neither the Corporation nor
any Person directly or indirectly controlling, controlled by or under common
control with the Corporation shall serve as Trustee for the Securities of any
series issued hereunder.

          SECTION 6.10.  Resignation and Removal; Appointment of Successor.

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

          (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
Corporation.  If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

          (d)  If at any time:

          (1)  the Trustee shall fail to comply with Section 6.8 after
     written request therefor by the Corporation 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 Corporation
     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 Corporation, 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 Corporation, 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 Corporation 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 Corporation.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Corporation or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, subject to Section 5.14, on behalf of such Holder and
all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

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

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

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

          SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
Business.

          Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or

any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this
Article VI, without the execution or filing of any paper or any further act
on the part of any of the parties hereto.  If 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 if 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
Corporation.

          If and when the Trustee shall be or become a creditor of the
Corporation (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 Corporation (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 3.7, 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 to 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 or the Authenticating Agent's certificate of authentication set forth
for this Section 6.14.  Each Authenticating Agent shall be acceptable to the
Corporation and shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State or
Territory thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority.  If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.14 and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.  If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating

Agent shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of an Authenticating Agent, shall be the
successor Authenticating Agent hereunder, provided such corporation shall be
otherwise qualified and eligible under this Section 6.14, 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 Corporation.  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 Corporation.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent, which shall be acceptable to the Corporation and shall
give notice of such appointment in the manner provided in Section 1.6 to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provision of this Section 6.14.

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

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

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


Dated:
        -------------------
                                           THE FIRST NATIONAL BANK OF
                                             CHICAGO, as Trustee


                                           By:
                                              ------------------------------
                                              As Authenticating Agent


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

                                  ARTICLE VII

             HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

          SECTION 7.1.  Corporation to Furnish Trustee Names and Addresses of
Holders.

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

          (a)  semi-annually, on or before June 30 and December 31 of each
     year, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of a date not more than 15 days
     prior to the delivery thereof, and

          (b)  at such other times as the Trustee may request in writing,
     within 30 days after the receipt by the Corporation 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,

in each case to the extent such information is in the possession or control
of the Corporation and has not otherwise been received by the Trustee in its
capacity as Securities Registrar.

          SECTION 7.2.  Preservation of Information, Communications to
Holders.

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

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

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

          SECTION 7.3.  Reports by Trustee.

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

          (b)  Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than 60 days following
December 31 in each calendar year, commencing December 31, 1997 after the
first issuance of Securities under this Indenture.

          (c)  If this Indenture shall have been qualified under the Trust
Indenture Act, 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 Corporation will notify the Trustee when any Securities are listed on any
securities exchange.

          SECTION 7.4.  Reports by Corporation.

          The Corporation shall file with the Trustee and with the
Commission, and transmit to the Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act shall be filed with the Trustee within 15
days after the same is required to be filed with the Commission.  At any time
when the Corporation is not subject to Section 13 or 15(d) of the Exchange
Act, upon the request of a Holder or beneficial owner of a Security, the
Corporation shall promptly furnish Rule 144A Information, or cause such
information to be furnished, to such Holder or beneficial owner or to a
prospective purchaser of such Security designated by such Holder or
beneficial owner in order to permit compliance by such Holder or beneficial
owner with Rule 144A under the Securities Act in connection with the resale
of such Security by such Holder or beneficial owner; provided, however, that
the Corporation shall not be required to furnish such information at any time
to a prospective purchaser located outside the United States who is not a
"U.S.  person" within the meaning of Regulation S under the Securities Act. 
The Corporation also shall comply with the other provisions of Trust
Indenture Act Section 314(a), provided, however, that the Corporation shall
be required, pursuant to this Section 7.4, to provide any document, report or
other information to the Commission only if this Indenture shall have been
qualified under the Trust Indenture Act.


                                 ARTICLE VIII

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 8.1.  Corporation May Consolidate, Etc., Only on Certain
Terms.

          The Corporation 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 Corporation or convey, transfer or lease its properties and assets
substantially as an entirety to the Corporation, unless:

          (1)  if the Corporation shall consolidate with or merge into
     another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation formed by
     such consolidation or into which the Corporation is merged or the Person
     that acquires by conveyance or transfer, or that leases, the properties
     and assets of the Corporation substantially as an entirety shall be a
     corporation, partnership or trust organized and existing under the laws
     of the United States of America or any State 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 Corporation to be performed or
     observed;

          (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 Corporation 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 VIII and that all
     conditions precedent herein provided for relating to such transaction
     have been complied with; and the Trustee, subject to Section 6.1, may
     rely upon such Officers' Certificate and Opinion of Counsel as
     conclusive evidence that such transaction complies with this
     Section 8.1.

          SECTION 8.2.  Successor Corporation Substituted.

          Upon any consolidation or merger by the Corporation with or into
any other Person, or any conveyance, transfer or lease by the Corporation of
its properties and assets substantially as an entirety to any Person in
accordance with Section 8.1, the successor corporation formed by such
consolidation or into which the Corporation 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 Corporation under this
Indenture with the same effect as if such successor Person had been named as
the Corporation herein; and in the event of any such conveyance, transfer or
lease, the Corporation shall be discharged from all obligations and covenants
under this 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 Corporation, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by
the Corporation and delivered to the Trustee; and, upon the order of such
successor Person instead of the Corporation 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 Corporation 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. 

          In case of any such consolidation, merger, conveyance, transfer 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 Corporation, when
authorized by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

          (4)  to add to the covenants of the Corporation 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 Corporation; or

          (5)  to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional
     Events of Default are to be for the benefit of less than all series of
     Securities, stating that such additional Events of Default are expressly
     being included solely for the benefit of the series specified); or

          (6)  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

          (7)  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 (7) shall not adversely affect the interest of
     the Holders of Securities of any series in any material respect or, in
     the case of the Securities of a series issued to 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

          (8)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one
     or more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the

     administration of the trusts hereunder by more than one Trustee,
     pursuant to the requirements of Section 6.11(b); or

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

          SECTION 9.2.  Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to
the Corporation and the Trustee, the Corporation, 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 (including any
     Additional 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

          (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 9.2, 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, however, that, in the case of 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 in Liquidation Amount of such Capital
Securities (as defined in the related Trust Agreement) unless and until the
principal of (and premium, if any, on) the Securities of such series and all

accrued and (subject to Section 3.12) unpaid interest (including, subject to
Section 3.12, any Additional Interest) thereon have been paid in full, and
(ii) no amendment shall be made to Section 5.8 of this Indenture that would
impair the rights of the holders of Capital Securities issued by any 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 3.12) unpaid interest (including, subject to Section
3.12, any Additional Interest) thereon have been paid in full.

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

          It shall not be necessary for any Act of Holders under this Section
9.2 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 IX 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 IX, 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 IX may, and shall if required

by the Corporation, bear a notation in form approved by the Corporation as to
any matter provided for in such supplemental indenture.  If the Corporation
shall so determine, new Securities of any series so modified as to conform,
in the opinion of the Corporation, to any such supplemental indenture may be
prepared and executed by the Corporation and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series.


                                   ARTICLE X

                                   COVENANTS

          SECTION 10.1.  Payment of Principal, Premium and Interest.

          The Corporation 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 Corporation 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 Corporation in respect of the Securities of that
series and this Indenture may be served.  The Corporation initially appoints
the Trustee, acting through its Corporate Trust Office, as its agent for said
purposes.  The Corporation 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
Corporation 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 Corporation hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

          The Corporation 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 Corporation of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes.  The Corporation 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 Corporation shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date
of the principal of (or premium, if any) or interest (including any
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 (or premium, if any) or interest (including
any 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.

          Whenever the Corporation 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 any Additional
Interest) on any Securities, deposit with a Paying Agent a sum sufficient to
pay the amount so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such amount, and (unless such Paying Agent is the
Trustee) the Corporation will promptly notify the Trustee of its failure so
to act.

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

          (1)  hold all sums held by it for the payment of the principal of
     (and premium, if any) and interest (including any 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 Corporation (or
     any other obligor upon such Securities) in the making of any payment of
     principal (or premium, if any) or interest (including any 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 Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Corporation Order direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Corporation or such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were
held by the Corporation 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 Corporation in trust for the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any
Security and remaining unclaimed for two years after such principal (or
premium, if any) or interest (including any 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
Corporation Request to the Corporation, or (if then held by the Corporation)
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 a general unsecured
creditor, look only to the Corporation for payment thereof, and all liability

of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Corporation 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 Corporation
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, 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 Corporation.

          SECTION 10.4.  Statement as to Compliance.

          The Corporation shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Corporation 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 Corporation
is in default in the performance, observance or fulfillment of or compliance
with any of the terms, provisions, covenants and conditions of this
Indenture, and if the Corporation 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.

          SECTION 10.5.  Waiver of Certain Covenants.

          Subject to the rights of holders of Capital Securities specified in
Section 9.2, if any, the Corporation may omit in any particular instance to
comply with any covenant or condition provided pursuant to Section 3.1,
9.1(3) or 9.1(4) with respect to the Securities of any series, if before or
after the time for such compliance the Holders of at least a majority in
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 Corporation in respect of any such covenant or
condition shall remain in full force and effect.

          SECTION 10.6.  Payment of Trust's Costs and Expenses.

          Since the Issuer Trust is being formed solely to facilitate an
investment in the Securities, the Corporation, as borrower, hereby covenants
to pay all debts and obligations (other than with respect to the Capital
Securities and Common Securities) and all costs and expenses of the Issuer
Trust (including, but not limited to, all costs and expenses relating to the
organization of the Issuer Trust, the fees and expenses of the Trustees of
the Issuer Trust 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 United States federal
withholding taxes) imposed on the Issuer Trust by the United States, or any
other 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 obligations of the Corporation to pay all debts,

obligations, costs and expenses of the Issuer Trust (other than with respect
to the Capital Securities and the Common Securities) shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of the Indenture.

          SECTION 10.7.  Additional Covenants.

          The Corporation covenants and agrees with each Holder of Securities
of each series that it shall not, and it shall not permit any Subsidiary of
the Corporation to, (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 Corporation'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 Corporation 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 Corporation in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Corporation (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
Corporation's capital stock (or any capital stock of a Subsidiary of the
Corporation) for any class or series of the Corporation's capital stock or of
any class or series of the Corporation's indebtedness for any class or series
of the Corporation's capital stock, (c) the purchase of fractional interests
in shares of the Corporation'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 the adoption
of 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
Corporation 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 Corporation shall not have taken
reasonable steps to cure, (ii) if the Securities of such series are held by
an Issuer Trust, the Corporation shall be in default with respect to its
payment of any obligations under the Guarantee Agreement relating to the
Capital Securities issued by such Issuer Trust, or (iii) the Corporation
shall have given notice of its election to begin an Extension Period with
respect to the Securities of such series as provided herein and shall not
have rescinded such notice, or such Extension Period, or any extension
thereof, shall be continuing.

          The Corporation 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 Corporation hereunder may succeed to the Corporation's
ownership of such Common Securities, (ii) as holder of such Common
Securities, not to voluntarily terminate, wind-up 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
classified as a grantor trust and not to be taxable as a corporation for
United States federal income tax purposes.

          SECTION 10.8.  Original Issue Discount.  

          For each year during which any Securities are considered to have
been issued with "original issue discount" (within the meaning of Section
1273(a) of the Internal Revenue Code of 1986, as amended), the Corporation
shall furnish to each Paying Agent in a timely fashion such information as
may be reasonably requested by each Paying Agent in order that such Paying
Agent may prepare the information that 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 includable in income for each
$1,000 of principal amount at Stated Maturity of Securities Outstanding
during such year.


                                  ARTICLE XI

                           REDEMPTION OF SECURITIES

          SECTION 11.1.  Applicability of This Article.

          Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form
of Security and this Article XI; provided, however, that if any provision of
any such form of Security shall conflict with any provision of this
Article XI, 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 integral multiples of
$1,000.

          SECTION 11.2.  Election to Redeem; Notice to Trustee.

          The election of the Corporation to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution.  In case of any redemption at
the election of the Corporation, the Corporation 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, the

Corporation shall furnish the Trustee with an Officers' Certificate and an
Opinion of Counsel evidencing compliance with such restriction.

          SECTION 11.3.  Selection of Securities to be Redeemed.

          If less than all the Securities of any series are to be redeemed,
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 Corporation 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.  If the Corporation shall so direct, Securities
registered in the name of the Corporation, any Affiliate or any Subsidiary
thereof shall not be included in the Securities selected for redemption.

          SECTION 11.4.  Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at the address
of such Holder as it appears in the Securities Register, 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).

          With respect to Securities of each 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, an
     estimate of the Redemption Price together with a statement that it is an
     estimate and that the actual Redemption Price will be calculated on the
     third Business Day prior to the Redemption Date (and, if such an
     estimate of the Redemption Price is given, a subsequent notice shall be
     given as set forth above on the date that such Redemption Price is
     calculated setting forth the actual Redemption Price);

          (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 (including any Additional 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)  that the redemption is for a sinking fund, if such is the
     case;

          (g)  such other provisions as may be required in respect of the
     terms of a particular series of Securities.

          Notice of redemption of Securities to be redeemed at the election
of the Corporation shall be given by the Corporation or, at the Corporation's
request, by the Trustee in the name and at the expense of the Corporation 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.

          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
Corporation will deposit with the Trustee or with one or more Paying Agents
(or, if the Corporation is acting as its own Paying Agent, the Corporation
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 any 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 Corporation 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 any 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
Corporation shall execute and the Trustee shall authenticate and deliver to
the Holder thereof, at the expense of the Corporation, 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.  

          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 such Security.

          SECTION 11.7.  Right of Redemption of Securities Initially Issued
to an Issuer Trust.

          In the case of Securities of a series initially issued to an Issuer
Trust, except as otherwise specified as contemplated by Section 3.1, the
Corporation, 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
or a Capital Treatment Event, in whole (but not in part) at any time within
90 days following the occurrence and during the continuation of such Tax
Event or Capital Treatment Event, in each case at a Redemption Price
specified in such Security, together with accrued interest (including any
Additional Interest) to but excluding 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, including any requirement in such Trust
Agreement as to the minimum Liquidation Amount (as defined in such Trust
Agreement) of Capital Securities that may be held by a holder of Capital
Securities thereunder.


                                  ARTICLE XII

                                 SINKING FUNDS

          SECTION 12.1.  Applicability of Article.

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

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

          SECTION 12.2.  Satisfaction of Sinking Fund Payments with
Securities.

          In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Securities of a series in cash, the Corporation
may at its option, at any time no more than 16 months and no less than 45
days prior to the date on which such sinking fund payment is due, deliver to
the Trustee Securities of such series (together with the unmatured coupons,
if any, appertaining thereto) theretofore purchased or otherwise acquired by
the Corporation, except Securities of such series that have been redeemed
through the application of mandatory or optional sinking fund payments
pursuant to the terms of the Securities of such series, accompanied by a
Corporation Order instructing the Trustee to credit such obligations and
stating that the Securities of such series were originally issued by the
Corporation by way of bona fide sale or other negotiation for value; provided
that the Securities to be so credited have not been previously so credited. 
The Securities to be so credited shall be received and credited for such
purpose by the Trustee at the Redemption Price for such Securities, as
specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.

          SECTION 12.3.  Redemption of Securities for Sinking Fund.

          Not less than 45 days prior to each sinking fund payment date for
any series of Securities, the Corporation will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, that is to be satisfied by payment of cash in the
currency in which the Securities of such series are payable (except as
provided pursuant to Section 3.1) and the portion thereof, if any, that is to
be satisfied by delivering and crediting Securities pursuant to Section 12.2,
and will also deliver to the Trustee any Securities to be so delivered.  Such
Officers' Certificate shall be irrevocable and upon its delivery the
Corporation shall be obligated to make any cash payment or payments referred
to therein, on or before the succeeding sinking fund payment date.  If the
Corporation fails to deliver such Officers' Certificate (or, as required by
this Indenture, the Securities and coupons, if any, specified in such
Officers' Certificate) by the due date therefor, the sinking fund payment due
on the succeeding sinking fund payment date for such series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of
the Securities of such series subject to a mandatory sinking fund payment
without the right to deliver or credit securities as provided in Section 12.2
and without the right to make the optional sinking fund payment with respect
to such series at such time.

          Any sinking fund payment or payments (mandatory or optional) made
in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Securities of any particular series shall be applied by
the Trustee (or by the Corporation, if the Corporation is acting as its own
Paying Agent) on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date immediately following the date of such payment) to
the redemption of Securities of such series at the Redemption Price specified
in such Securities with respect to the sinking fund.  Any and all sinking
fund moneys with respect to the Securities of any particular series held by
the Trustee (or, if the Corporation is acting as its own Paying Agent,

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

          Neither the Trustee nor the Corporation shall redeem any Securities
of a series with sinking fund monies or mail any notice of redemption of
Securities of such series by operation of the sinking fund for such series
during the continuance of a default in payment of interest (including any
Additional Interest), if any, on any Securities of such series or of any
Event of Default (other than an Event of Default occurring as a consequence
of this paragraph) with respect to the Securities of such series, except that
if the notice of redemption shall have been provided in accordance with the
provisions hereof, the Trustee (or the Corporation, if the Corporation is
acting as its own Paying Agent) shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Corporation) for that purpose in accordance with the terms
of this Article XII.  Except as aforesaid, any monies in the sinking fund for
such series at the time when any such default or Event of Default shall occur
and any monies thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of the principal of (and premium, if any) and interest (including any
Additional Interest) on the Securities of such series; provided, however,
that if such default or Event of Default shall have been cured or waived as
provided herein, such monies shall thereafter be applied on the next sinking
fund payment date for the Securities of such series on which such monies may
be applied pursuant to the provisions of this Section 12.3.


                                 ARTICLE XIII

                          SUBORDINATION OF SECURITIES

          SECTION 13.1.  Securities Subordinate to Senior Indebtedness.

          The Corporation covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article XIII, the
payment of the principal of (and premium, if any) and interest (including any
Additional Interest) on each and all of the Securities of each and every

series are hereby expressly made subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness.

          SECTION 13.2.  No Payment When Senior Indebtedness in Default;
Payment Over of Proceeds Upon Dissolution, Etc.

          If the Corporation shall default in the payment of any principal of
(or 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 prepayment or by declaration of acceleration
or otherwise, then, upon written notice of such default to the Corporation 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,
or all such Senior Indebtedness has been paid, no direct or indirect payment
(in cash, property or 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 any 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 (a) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceedings relating to the Corporation, its creditors or its property,
(b) any proceeding for the liquidation, dissolution or other winding up of
the Corporation, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings, (c) any assignment by the Corporation
for the benefit of creditors or (d) any other marshaling of the assets of the
Corporation (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; provided, however, that holders of any Senior Indebtedness
shall not be entitled to receive payment of any such amounts to the extent
that holders of such Senior Indebtedness would be required by the
subordination provisions of such Senior Indebtedness to pay such amounts over
to the obligees on trade accounts payable or other liabilities arising in the
ordinary course of the Corporation's business.  Any payment or distribution,
whether in cash, securities or other property (other than securities of the
Corporation or any other corporation 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), that 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; provided, however, that holders of any Senior Indebtedness shall not be
entitled to receive payment of any such amounts to the extent that holders of
such Senior Indebtedness would be required by the subordination provisions of
such Senior Indebtedness to pay such amounts over to the obligees on trade
accounts payable or other liabilities arising in the ordinary course of the
Corporation's business.  

          In the event of any Proceeding, after payment in all sums owing
with respect to Senior Indebtedness to the extent provided herein, the
Holders of the Securities to the extent provided herein, together with the
holders of any obligations of the Corporation ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Corporation the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest (including any Additional
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 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 Corporation or any other corporation 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), shall be received by the Trustee or any Holder in
contravention of any of the terms hereof and before all Senior Indebtedness
(including any interest thereon accruing after the commencement of any
Proceeding) shall have been paid to the extent provided herein, 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 to the extent provided herein 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 (including any
interest thereon accruing after the commencement of any Proceeding) to the
extent provided herein.  If the Trustee or any Holder fails 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.

          The Trustee and the Holders shall take such action (including 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 Corporation 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 Corporation, 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 XIII or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Corporation, 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 any Additional Interest) on the Securities, or (b) the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or
interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application
by the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article XIII.

          SECTION 13.4.  Subrogation to Rights of Holders of Senior
Indebtedness.

          Subject to the payment to the extent provided herein 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 XIII
(equally and ratably with the holders of all indebtedness of the Corporation
that by its express terms is subordinated to Senior Indebtedness of the
Corporation 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 any 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 XIII, and
no payments over pursuant to the provisions of this Article XIII to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Corporation, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Corporation to or on account of such Senior Indebtedness.

          SECTION 13.5.  Provisions Solely to Define Relative Rights.

          The provisions of this Article XIII are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand. 
Nothing contained in this Article XIII or elsewhere in this Indenture or in
the Securities is intended to or shall (a) impair, as between the Corporation
and the Holders of the Securities, the obligations of the Corporation, 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; (b) affect the relative rights against the
Corporation of the Holders of the Securities and creditors of the Corporation
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 XIII of the holders of
Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

          SECTION 13.6.  Trustee to Effectuate Subordination.

          Each Holder of a Security, by its acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article XIII and appoints the Trustee such Holder's
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
Corporation or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Corporation 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 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 and without impairing or releasing the subordination as provided in
this Article XIII or the obligations hereunder of such Holders 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 Corporation and any other Person.

          SECTION 13.8.  Notice to Trustee.

          The Corporation shall give prompt written notice to the Trustee of
any fact known to the Corporation 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 from the Corporation 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 13.8 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.

          Subject to the provisions of Section 6.1, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee or attorney-in-fact therefor) to establish that such notice has been
given by a holder of Senior Indebtedness (or a trustee or attorney-in-fact
therefor).  If 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 XIII, 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 XIII, 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 Corporation
referred to in this Article XIII, the Trustee, subject to the provisions of
Section 6.1, and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which
any Proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness
of the Corporation, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XIII.

          SECTION 13.10.  Trustee Not Fiduciary for Holders of Senior
Indebtedness.

          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
Corporation or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article
XIII 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 XIII 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.

          SECTION 13.12.   Article Applicable to Paying Agents.

          If at any time any Paying Agent other than the Trustee shall have
been appointed by the Corporation 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.

                                    * * * *

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


          IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, all as of the day and year first above written.


                                           FIRST HAWAIIAN, INC.


                                           By:/s/ William B. Johnstone III
                                              ------------------------------
                                              Name: William B. Johnstone III
                                              Title: Assistant Treasurer



                                           THE FIRST NATIONAL BANK OF
                                             CHICAGO, as Trustee


                                           By:/s/ Richard D. Manella
                                              ------------------------------
                                              Name: Richard D. Manella
                                              Title: Vice President

                                                                     Exhibit A
                  [Form of Restricted Securities Certificate]

                       RESTRICTED SECURITIES CERTIFICATE

           (For transfers pursuant to Sections 3.5(b) and 3.6(b) of
                       the Indenture referred to below)


[                          ], 
  as Securities Registrar
[address]

          Re:  [Title of Securities] of First Hawaiian, Inc.
               (the "Securities")

          Reference is made to the Junior Subordinated Indenture, dated as of
June __, 1997 (the "Indenture"), between First Hawaiian, Inc., a Delaware
corporation, and ____________, 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 herein as so defined.

          This certificate relates to $__________ aggregate principal amount
of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

          CURRENTLY IN BOOK-ENTRY FORM:   Yes ___    No ___ (check one)

          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".  If the Specified Securities are represented by
a Global Security, they are held through a Depositary or an Agent Member in
the name of the Undersigned, as or on behalf of the Owner.  If the Specified
Securities are not represented by a Global Security, they are registered in
the name of the Undersigned, as or on behalf of the Owner.

          The Owner has requested that the Specified Securities be
transferred to another 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 as follows:

          (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 Corporation 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
                    knows that the transaction has been prearranged with a
                    buyer in the United States;

               (D)  no directed selling efforts 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) has elapsed since the date the Specified Securities were
          acquired from the Corporation or from an affiliate (as such term is
          defined in Rule 144) of the Corporation, 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; or

               (B)  the transfer is occurring after a holding period by the
          Owner of at least three years has elapsed since the date the
          Specified Securities were acquired from the Corporation or from an

          affiliate (as such term is defined in Rule 144) of the Corporation,
          whichever is later, and the Owner is not, and during the preceding
          three months has not been, an affiliate of the Corporation.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Corporation and the Purchasers (as defined in
the Trust Agreement relating to the Issuer Trust to which the Securities were
initially issued).

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.)

                                                                   EXHIBIT 4.2


                             CERTIFICATE OF TRUST

                                      OF

                           FIRST HAWAIIAN CAPITAL I


          THIS Certificate of Trust of First Hawaiian Capital I (the
"Trust"), dated as of June 23, 1997, is being duly executed and filed by the 
undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del C. Section 3801, et seq.).

          1.   Name.  The name of the business trust formed hereby is First
Hawaiian Capital I.

          2.   Delaware Trustee.  The name and business address of the
trustee of the Trust with a principal place of business in the State of
Delaware are First Chicago Delaware Inc., 300 King Street, Wilmington,
Delaware 19801.

          3.   Effective Date.  This Certificate of Trust shall be effective
upon filing.

          IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.

                                           FIRST CHICAGO DELAWARE INC.,
                                           not in its individual capacity but
                                           solely as trustee of the Trust



                                           By   /s/ Richard D. Manella      
                                             -------------------------------
                                             Name:  Richard D. Manella
                                             Title:  Vice President


                                           THE FIRST NATIONAL BANK OF
                                             CHICAGO,
                                           not in its individual capacity but
                                           solely as trustee of the Trust



                                           By   /s/ Richard D. Manella      
                                             -------------------------------
                                             Name:  Richard D. Manella
                                             Title:  Vice President


                                                           EXHIBIT 4.3



   =======================================================================



                     AMENDED AND RESTATED TRUST AGREEMENT

                                     among


                             FIRST HAWAIIAN, INC.,
                                as Depositor  


                      THE FIRST NATIONAL BANK OF CHICAGO,
                              as Property Trustee


                         FIRST CHICAGO DELAWARE INC.,
                              as Delaware Trustee


                                      and


                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


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


                           Dated as of June 30, 1997


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


                           FIRST HAWAIIAN CAPITAL I


   =======================================================================

                               TABLE OF CONTENTS

                                                                 Page
                                                                 ----
                                 ARTICLE I

                               DEFINED TERMS  . . . . . . . . .    1
Section 1.1    Definitions  . . . . . . . . . . . . . . . . . .    1

                                  ARTICLE II

                       CONTINUATION OF THE ISSUER TRUST  . . . .  12
Section 2.1    Name  . . . . . . . . . . . . . . . . . . . . . .  12
Section 2.2    Office of the Delaware Trustee; Principal
                 Place of Business . . . . . . . . . . . . . . .  12
Section 2.3    Initial Contribution of Trust Property;
                 Organizational Expenses . . . . . . . . . . . .  12
Section 2.4    Issuance of the Capital Securities. . . . . . . .  12
Section 2.5    Issuance of the Common Securities; Subscription
                 and Purchase of Debentures  . . . . . . . . . .  13
Section 2.6    Continuation of Trust . . . . . . . . . . . . . .  13
Section 2.7    Authorization to Enter into Certain
                 Transactions  . . . . . . . . . . . . . . . . .  14
Section 2.8    Assets of Trust   . . . . . . . . . . . . . . . .  18
Section 2.9    Title to Trust Property   . . . . . . . . . . . .  18

                                  ARTICLE III

                                PAYMENT ACCOUNT  . . . . . . . .  18
Section 3.1    Payment Account . . . . . . . . . . . . . . . . .  18

                                  ARTICLE IV

                           DISTRIBUTIONS; REDEMPTION  . . . . .  18
Section 4.1    Distributions  . . . . . . . . . . . . . . . . .  18
Section 4.2    Redemption . . . . . . . . . . . . . . . . . . .  19
Section 4.3    Subordination of Common Securities . . . . . . .  21
Section 4.4    Payment Procedures . . . . . . . . . . . . . . .  22
Section 4.5    Tax Returns and Reports  . . . . . . . . . . . .  22
Section 4.6    Payments under Indenture or Pursuant to Direct
                 Actions  . . . . . . . . . . . . . . . . . . .  23

                                   ARTICLE V

                         TRUST SECURITIES CERTIFICATES  . . . .  23
Section 5.1    Initial Ownership  . . . . . . . . . . . . . . .  23
Section 5.2    The Trust Securities Certificates  . . . . . . .  23
Section 5.3    Execution and Delivery of Trust Securities
                  Certificates  . . . . . . . . . . . . . . . .  24
Section 5.4    Book-Entry Capital Securities  . . . . . . . . .  24
Section 5.5    Registration, Transfer and Exchange
                 Generally; Certain Transfers and Exchange;
                 Securities Act Legends . . . . . . . . . . . .  26
Section 5.6    Mutilated, Destroyed, Lost or Stolen Trust
                 Securities Certificates  . . . . . . . . . . .  30

Section 5.7    Persons Deemed Holders . . . . . . . . . . . . .  30
Section 5.8    Access to List of Holders' Names and
                 Addresses  . . . . . . . . . . . . . . . . . .  30
Section 5.9    Maintenance of Office or Agency  . . . . . . . .  30
Section 5.10   Appointment of Paying Agents . . . . . . . . . .  31
Section 5.11   Ownership of Common Securities by Depositor  . .  31
Section 5.12   Notices to Clearing Agency . . . . . . . . . . .  32
Section 5.13   Rights of Holders; Waivers of Past Defaults  . .  32

                                  ARTICLE VI

                       ACTS OF HOLDERS; MEETINGS; VOTING  . . .  34
Section 6.1    Limitations on Voting Rights . . . . . . . . . .  34
Section 6.2    Notice of Meetings . . . . . . . . . . . . . . .  35
Section 6.3    Meetings of Holders of the Capital
                 Securities . . . . . . . . . . . . . . . . . .  35
Section 6.4    Voting Rights  . . . . . . . . . . . . . . . . .  36
Section 6.5    Proxies, etc.  . . . . . . . . . . . . . . . . .  36
Section 6.6    Holder Action by Written Consent . . . . . . . .  36
Section 6.7    Record Date for Voting and Other Purposes  . . .  36
Section 6.8    Acts of Holders  . . . . . . . . . . . . . . . .  37
Section 6.9    Inspection of Records  . . . . . . . . . . . . .  38

                                  ARTICLE VII

                        REPRESENTATIONS AND WARRANTIES  . . . .  38
Section 7.1    Representations and Warranties of the
                 Property Trustee and the Delaware Trustee  . .  38
Section 7.2    Representations and Warranties of Depositor  . .  39

                                 ARTICLE VIII

                      THE ISSUER TRUSTEES; PAYING AGENTS  . . .  40
Section 8.1    Certain Duties and Responsibilities  . . . . . .  40
Section 8.2    Certain Notices  . . . . . . . . . . . . . . . .  42
Section 8.3    Certain Rights of Property Trustee . . . . . . .  43
Section 8.4    Not Responsible for Recitals or Issuance of
                 Securities   . . . . . . . . . . . . . . . . .  45
Section 8.5    May Hold Securities  . . . . . . . . . . . . . .  45
Section 8.6    Compensation; Indemnity; Fees  . . . . . . . . .  45
Section 8.7    Corporate Property Trustee Required;
                 Eligibility of Issuer Trustees . . . . . . . .  47
Section 8.8    Conflicting Interests  . . . . . . . . . . . . .  48
Section 8.9    Co-Trustees and Separate Trustee . . . . . . . .  48
Section 8.10   Resignation and Removal; Appointment of
                 Successor  . . . . . . . . . . . . . . . . . .  49
Section 8.11   Acceptance of Appointment by Successor . . . . .  51
Section 8.12   Merger, Conversion, Consolidation or
                 Succession to Business . . . . . . . . . . . .  51
Section 8.13   Preferential Collection of Claims Against
                 Depositor or Issuer Trust  . . . . . . . . . .  52
Section 8.14   Property Trustee May File Proofs of Claim  . . .  52
Section 8.15   Reports by Property Trustee  . . . . . . . . . .  52
Section 8.16   Reports to the Property Trustee  . . . . . . . .  53
Section 8.17   Evidence of Compliance with Conditions
                 Precedent  . . . . . . . . . . . . . . . . . .  53

Section 8.18   Number of Issuer Trustees  . . . . . . . . . . .  54
Section 8.19   Delegation of Power  . . . . . . . . . . . . . .  54
Section 8.20   Appointment of Administrative Trustees . . . . .  54

                                  ARTICLE IX

                      DISSOLUTION, LIQUIDATION AND MERGER . . .  55
Section 9.1    Dissolution Upon Expiration Date . . . . . . . .  55
Section 9.2    Early Dissolution  . . . . . . . . . . . . . . .  55
Section 9.3    Termination  . . . . . . . . . . . . . . . . . .  56
Section 9.4    Liquidation  . . . . . . . . . . . . . . . . . .  56
Section 9.5    Mergers, Consolidations, Amalgamations or
                 Replacements of Issuer Trust . . . . . . . . .  57

                                   ARTICLE X

                           MISCELLANEOUS PROVISIONS . . . . . .  58
Section 10.1   Limitation of Rights of Holders. . . . . . . . .  58
Section 10.2   Amendment  . . . . . . . . . . . . . . . . . . .  59
Section 10.3   Separability . . . . . . . . . . . . . . . . . .  60
Section 10.4   Governing Law  . . . . . . . . . . . . . . . . .  60
Section 10.5   Payments Due on Non-Business Day . . . . . . . .  60
Section 10.6   Successors . . . . . . . . . . . . . . . . . . .  61
Section 10.7   Headings . . . . . . . . . . . . . . . . . . . .  61
Section 10.8   Reports, Notices and Demands . . . . . . . . . .  61
Section 10.9   Agreement Not to Petition  . . . . . . . . . . .  62
Section 10.10  Trust Indenture Act; Conflict with Trust
                 Indenture Act  . . . . . . . . . . . . . . . .  62
Section 10.11  Acceptance of Terms of Trust Agreement,
                 Guarantee Agreement and Indenture  . . . . . .  63


          AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 30, 1997,
among (i) First Hawaiian, Inc., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) The First National Bank of
Chicago, a national banking association, 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"), (iii) First Chicago
Delaware Inc., a Delaware corporation, as Delaware trustee (in such capacity,
the "Delaware Trustee"), (iv) William B. Johnstone, III, an individual, and
Thomas P. Huber, an individual, each of whose address is c/o First Hawaiian,
Inc., First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii 96813 (each
an "Administrative Trustee") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees being referred to collectively as the "Issuer
Trustees") and (v) the holders, from time to time, of undivided beneficial
ownership interests  in the assets of the Issuer Trust.


                             W I T N E S S E T H:

          WHEREAS, the Depositor, the Property Trustee and the Delaware
Trustee have heretofore duly declared and created a business trust pursuant
to the Delaware Business Trust Act by entering into the Trust Agreement,
dated as of June 23, 1997 (the "Original Trust Agreement"), and by the
execution and filing by the Property Trustee and the Delaware Trustee with
the Secretary of State of the State of Delaware of the Certificate of Trust,
filed on June 23, 1997, attached as Exhibit A; and

          WHEREAS, the Depositor and the Issuer Trustees 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 Debentures, and (iv) the appointment of the
Administrative Trustees;

          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 is 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 as follows:


                                   ARTICLE I

                                 DEFINED TERMS

          Section 1.1  Definitions.

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

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

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

          (c)  All accounting terms used but not defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles;

          (d)  Unless the context otherwise requires, any reference to an
"Article", a "Section" or an "Exhibit" refers to an Article, a Section or an
Exhibit, as the case may be, of or to this Trust Agreement;

          (e)  All references to "the Trust Agreement" or "this Trust
Agreement" are to this Trust Agreement as modified, supplemented or amended
from time to time; and

          (f)  The words "hereby", "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.


          "Act" has the meaning specified in Section 6.8.

          "Additional Distributions" 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.

          "Administrative Trustee" means each Person appointed in accordance
with Section 8.20 solely in such Person's capacity as Administrative Trustee
of the Issuer Trust heretofore created and continued hereunder and not in
such Person's individual capacity, or any successor Administrative Trustee
appointed as herein 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.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Capital Security, the rules and procedures
of the Clearing Agency for such Book-Entry 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.

          "Book-Entry Capital Securities Certificate" means a Capital
Securities Certificate evidencing ownership of Book-Entry Capital Securities.

          "Book-Entry 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.

          "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 Honolulu,
Hawaii 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.

          "Capital 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 to the extent provided
herein, and designated as 8.343% Capital Securities, Series A, or any
additional series issued pursuant to the exchange offer contemplated by the
Registration Rights Agreement, as the case may be.

          "Capital Securities Certificate" means a certificate evidencing
ownership of Capital Securities, substantially in the form attached as
Exhibit D.

          "Certificate Depository Agreement" means the agreement among the
Issuer Trust, the Depositor and DTC, 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.

          "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.  DTC will be the initial Clearing Agency.

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

          "Closing Date" means the Time of Delivery, which date is also the
date of execution and delivery of this Trust Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission" means the Securities and Exchange Commission or any
successor entity.

          "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as
Exhibit C.

          "Common Securities Holder" means First Hawaiian, Inc. in its
capacity as purchaser and holder of all of the Common Securities issued or to
be issued by the Issuer Trust.

          "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 to the extent provided
herein.

          "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located in
Chicago, Illinois, and (ii) when used with respect to the Debenture Trustee,
the principal office of the Debenture Trustee located in Chicago, Illinois.

          "Debenture Event of Default" means any "Event of Default" specified
in Section 5.1 of the Indenture.

          "Debenture Redemption Date" means, with respect to any Debentures
to be redeemed under the Indenture, the date fixed for redemption of such
Debentures under the Indenture.

          "Debenture Trustee" means the Person identified as the "Trustee" in
the Indenture, solely in its capacity as Trustee pursuant to the Indenture
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Trustee appointed as provided in the Indenture.

          "Debentures" means the Depositor's 8.343% Junior Subordinated
Deferrable Interest Debentures, issued pursuant to the Indenture.

          "Definitive Capital Securities Certificates" means either or both
(as the context requires) of (i) Capital Securities Certificates issued as
Book-Entry Capital Securities Certificates as provided in Section 5.2 or 5.4,

and (ii) Capital Securities Certificates issued in certificated, fully
registered form as provided in Section 5.2, 5.4 or 5.5.

          "Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., or any successor statute
thereto, in each case as amended from time to time.

          "Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the preamble to this Trust Agreement, solely in its capacity as
Delaware Trustee of the trust heretofore created and continued hereunder and
not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as herein provided.

          "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.

          "DTC" means The Depository Trust Company.

          "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 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

          (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 those specified 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 to 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 a Bankruptcy Event with respect to the
     Property Trustee if a successor Property Trustee has not been appointed
     within 90 days thereof.

          "Expiration Date" has the meaning specified in Section 9.1.

          "Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and The First National Bank of Chicago, as
guarantee trustee, contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the Holders of the Trust Securities, as
amended from time to time.

          "Holder" means a Person in whose name a Trust Security or Trust
Securities are registered in the Securities Register; any such Person shall
be a beneficial owner within the meaning of the Delaware Business Trust Act;
provided, however, that in determining whether the Holders of the requisite
liquidation amount of Capital Securities have voted on any matter provided
for in this Trust Agreement, then for the purpose of such determination only
(and not for any other purpose hereunder), if the Capital Securities remain
in global form, the term "Holders" shall mean the holder of the global
security acting at the direction of the beneficial owners of the Capital
Securities.

          "Indemnified Person" has the meaning specified in Section 8.6(c).

          "Indenture" means the Junior Subordinated Indenture, dated as of
June 30, 1997, between the Depositor and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.

          "Initial Purchaser" means Goldman, Sachs & Co.

          "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.

          "Issuer Trust" means the Delaware business trust known as "First
Hawaiian Capital I", which was created on June 23, 1997, under the Delaware
Business Trust Act pursuant to the Original Trust Agreement and is continued
pursuant to this Trust Agreement.

          "Issuer Trustees" means, collectively, the Property Trustee, the
Delaware Trustee and the Administrative Trustees.

          "Investment Company Act" means the Investment Company Act of 1940,
or any successor statute thereto, in each case as amended from time to time.

          "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 any Trust
Securities, Trust Securities having a Liquidation Amount equal to the
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture, the proceeds of which will be used to pay the Redemption
Price of such Trust Securities, (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a dissolution or
liquidation of the Issuer Trust, Debentures having a principal amount equal
to the Liquidation Amount of the Trust Securities of the Holder to whom such
Debentures are distributed, and (c) with respect to any distribution of
Additional Distributions to Holders of Trust Securities, Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities in
respect of which such distribution is made.

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

          "Liquidation Date" means the date of the dissolution, winding-up or
termination 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" 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.

          "New Capital Securities" has the meaning specified in Section 5.2.

          "New Capital Security Certificate" means a certificate evidencing
ownership of Capital Securities, substantially in the form of Exhibit D;
provided, however, that such security shall not contain the Restricted
Capital Securities Legend.

          "Officer's Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or one of the Vice
Presidents, by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the Issuer Trustees. 
Any Officer's Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

          (a)  a statement by each officer signing the Officer's 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 Officer's
     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.

          "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.

          "Original Capital Securities" has the meaning specified in Section
2.4.

          "Original Trust Agreement" has the meaning specified in the
recitals to this Trust Agreement.

          "Outstanding", when used with respect to Trust Securities, means,
as of the date of determination, all Trust Securities theretofore executed
and delivered under this Trust Agreement, except:

          (a)  Trust Securities theretofore canceled by the Property Trustee
     or delivered to the Property Trustee for cancellation;

          (b)  Trust Securities for whose payment or redemption money in the
     necessary amount has been theretofore deposited with the Property
     Trustee or any Paying Agent; 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 that have been paid or in exchange for or in
     lieu of which other Capital Securities have been executed and delivered
     pursuant to Sections 5.4, 5.5, 5.6 and 5.11;

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 or
any Affiliate of the Depositor or any Issuer Trustee 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 clause (a) 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 and/or any such Affiliate.  Capital Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees 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 Book-Entry
Capital Securities as reflected in the records of the Clearing Agency or, if
a Clearing Agency Participant is not the Owner, then as reflected in the
records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing
Agency).

          "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Bank.

          "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Holders in which all amounts paid in
respect of the 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
association, or government or any agency or political subdivision thereof, or
any other entity of whatever nature.

          "PORTAL" means the Private Offering, Resales and Trading through
Automatic Linkages (PORTAL) Market, and any successor market thereto.

          "Plan" means an employee benefit or other plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended, or
Section 4975 of the Code.

          "Plan Asset Entity" means any Person whose underlying assets
include "plan assets" by reason of any Plan's investment in such Person.

          "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 trust heretofore created 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.

          "PTCE" means a U.S.  Department of Labor Prohibited Transaction
Class Exemption.

          "Purchase Agreement" means the Purchase Agreement, dated June 25,
1997, among the Issuer Trust, the Depositor and the Purchaser, as the same
may be amended from time to time.

          "Purchaser" has the meaning specified in the Purchase Agreement and
Schedule I thereto.

          "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated
maturity of the Debentures shall be a Redemption Date for a Like Amount of
Trust Securities.

          "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium,
if any, paid by the Depositor upon the concurrent redemption of a Like Amount
of Debentures.

          "Registration Default" means if (i) either the Depositor or the
Issuer Trust fails to comply with the terms of the Registration Rights
Agreement or (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement (each as defined in the Registration Rights Agreement)
fails to become effective within the time period described in the
Registration Rights Agreement.

          "Registration Default Distributions" has the meaning specified in
Section (c) of the Registration Rights Agreement.

          "Registration Default Interest" has the meaning specified in
Section (c) of the Registration Rights Agreement.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated the date hereof between the Depositor, the Issuer Trust and
the Initial Purchaser for the benefit of themselves and the Holders of the
Capital Securities issued by the Issuer Trust as of the date hereof, as the
same may be amended from time to time in accordance with the terms thereof.

          "Regulation D" means Regulation D under the Securities Act (or any
successor provision), as it may be amended from time to time.

          "Relevant Trustee" has the meaning specified in Section 8.10.

          "Restricted Capital Securities" means all Capital Securities the
Capital Securities Certificate, including Book-Entry Capital Securities
Certificate, for which is required pursuant to Section 5.5(c) to bear a
Restricted Capital Securities Legend.

          "Restricted Capital Securities Legend" means a legend substantially
in the form of the legend required in the form of Capital Securities
Certificate set forth in Exhibit D to be placed upon a Restricted Securities
Certificate.

          "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Exhibit E.

          "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

          "Securities Act" means the Securities Act of 1933, and any
successor statute thereto, in each case as amended from time to time.

          "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 5.5.

          "Successor Capital Securities" 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.

          "Time of Delivery" has the meaning specified in the Purchase
Agreement.

          "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, and (ii) for all
purposes of this 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 Trust Agreement and any such modification, amendment
or supplement, respectively.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided,
however, that if the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

          "Trust Property" means (a) the Debentures, (b) any cash on deposit
in, or owing to, the Payment Account, and (c) all proceeds and rights in
respect of the foregoing.

          "Trust Security" means any one of the Common Securities or the
Capital Securities.

          "Trust Securities Certificate" means any one of the Common
Securities Certificates or the Capital Securities Certificates.

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


                                  ARTICLE II

                       CONTINUATION OF THE ISSUER TRUST

          Section 2.1  Name.

          The trust continued hereby shall be known as "First Hawaiian
Capital I", as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Issuer Trustees, in which name the Issuer Trustees
(other than the Delaware Trustee) may conduct the business of the Issuer
Trust, 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 300
King Street, Wilmington, Delaware 19801, Attention:  Michael J. Majchrzak or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Holders, the Depositor, the Property
Trustee and the Administrative Trustees.  The principal executive office of
the Issuer Trust is c/o First Hawaiian, Inc., First Hawaiian Center, 999
Bishop Street, Honolulu, Hawaii 96813, Attention: Treasurer.

          Section 2.3  Initial Contribution of Trust Property; Organizational
Expenses.

          The Issuer Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property.  Pursuant to Section 10.6 of the
Indenture, the Depositor, in its capacity as the issuer of the Debentures,
shall pay all of the 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, both on its own behalf and on behalf of the Issuer
Trust pursuant to the Original Trust Agreement, executed and delivered the
Purchase Agreement.  Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Issuer
Trust, shall manually or by facsimile execute in accordance with Section 5.2
and 5.3 and the Property Trustee shall deliver to the Purchaser, Capital
Securities Certificates, registered in the names requested by the Purchaser,
evidencing an aggregate of 100,000 Capital Securities having an aggregate
Liquidation Amount of $100,000,000 (the "Original Capital Securities"),

against receipt of the aggregate purchase price of such Capital Securities of
$100,000,000 (plus accrued Distributions, if any) by the Property Trustee.

          In addition, an Administrative Trustee, on behalf of the Issuer
Trust, may execute Capital Securities Certificates in accordance with Section
5.2 representing an additional class of Capital Securities to be issued only
in exchange for all or part of the Original Capital Securities pursuant to
the exchange offer contemplated by the Registration Rights Agreement ("New
Capital Securities"); provided, that the aggregate number of issued and
outstanding Capital Securities shall not at any time exceed 100,000, less the
number of Capital Securities redeemed pursuant to Section 4.2.

          Section 2.5  Issuance of the Common Securities; Subscription and
Purchase of Debentures.

          Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall
execute in accordance with Section 5.2 and 5.3 and the Property Trustee shall
deliver to the Depositor Common Securities Certificates, registered in the
name of the Depositor, evidencing an aggregate of 3,093 Common Securities
having an aggregate Liquidation Amount of $3,093,000, against receipt of the
aggregate purchase price of such Common Securities of $3,093,000 (plus
accrued Distributions, if any), by the Property Trustee.  Contemporaneously
therewith, the Depositor shall issue and sell to the Issuer Trust, and the
Issuer Trust shall purchase from the Depositor, Debentures having an
aggregate principal amount equal to $103,093,000 registered in the name of
the Property Trustee on behalf of the Issuer Trust and, in satisfaction of
the purchase price for such Debentures, the Property Trustee, on behalf of
the Issuer Trust, shall deliver to the Depositor the sum of $103,093,000
(plus accrued Distributions, if any) (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).

          Section 2.6  Continuation of Trust.

          The exclusive purposes and functions of the Issuer Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to
acquire the Debentures, (b) to make Distributions to holders, and (c) to
engage in only those activities necessary 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 respective 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 Administrative Trustees shall have all
rights, powers and duties set forth herein and in accordance with applicable
law.  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 Issuer Trustees set forth herein, except as required by the Delaware
Business Trust Act.  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 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 2.7, and in accordance
with the following provisions (i) and (ii), the Property Trustee and the
Administrative Trustees shall have the authority to enter into all
transactions and agreements determined by the Property Trustee and
Administrative Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to such Issuer Trustees, as the case
may be, under this Trust Agreement, and to perform all acts in furtherance
thereof, including the following:

          (i)  As among the Issuer Trustees, each Administrative Trustee,
     acting individually or jointly, shall have the power and authority to
     act on behalf of the Issuer Trust with respect to the following matters:

               (A)  establishing the terms and form of the Trust Securities
          in the manner specified in Section 5.2 and the issuance and sale of
          the Trust Securities in accordance with this Trust Agreement;

               (B)  causing the Issuer Trust to enter into, and to execute,
          deliver and perform on behalf of the Issuer Trust the Certificate
          Depository Agreement and such other agreements as may be necessary
          or incidental in connection with the purposes and function of the
          Issuer Trust;

               (C)  assisting in compliance with the duties and obligations
          of the Issuer Trust under and the Securities Act and under
          applicable state securities or blue sky laws (including by means of
          registration of the Capital Securities thereunder from time to
          time) and the Trust Indenture Act;

               (D)  assisting in obtaining the designation of the Capital
          Securities for trading in PORTAL and if and at such time determined
          by the Depositor, to The New York Stock Exchange, Inc. or any other
          national stock exchange or automated quotation system for listing
          upon notice of issuance of any Capital Securities; 

               (E)  assisting in the sending of notices (other than notices
          of default) and other information regarding the Trust Securities
          and the Debentures to the Holders in accordance with this Trust
          Agreement;

               (F)  consenting to the appointment of a Paying Agent,
          authenticating agent and Securities Registrar in accordance with
          this Trust Agreement (which consent shall not be unreasonably
          withheld);

               (G)  executing the Trust Securities on behalf of the Issuer
          Trust in accordance with this Trust Agreement;

               (H)  executing and delivering closing certificates, if any,
          pursuant to the Purchase Agreement and application for a taxpayer
          identification number for the Issuer Trust;

               (I)  unless otherwise determined by the Property Trustee 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, executing on behalf of the Issuer
          Trust (either acting alone or together with any other
          Administrative Trustee) any documents that the Administrative
          Trustees have the power to execute pursuant to this Trust
          Agreement;

               (J)  executing and entering into the Registration Rights
          Agreement and assisting in compliance with the Registration Rights
          Agreement including filings under the Securities Act;

               (K)  taking any action incidental to the foregoing as the
          Issuer Trustees may from time to time determine is necessary or
          advisable to give effect to the terms of this Trust Agreement; and 

               (L)  delegating, by power of attorney consistent with
          applicable law to any other natural person over the age of 21 his
          or her power for the purposes of signing any documents which the
          Administrative Trustees have power and authority to cause the
          Issuer Trust to execute pursuant to this Section 2.7.

         (ii)  The Property Trustee shall have the power, duty and authority
     to act on behalf of the Issuer Trust with respect to the following
     matters:

               (A)  establishing the Payment Account;

               (B)  receiving the Debentures;

               (C)  collecting interest, principal and any other payments
          made in respect of the Debentures and the holding of such amounts
          in the Payment Account;

               (D)  distributing through any Paying Agent of amounts
          distributable to the Holders in respect of the Trust Securities;

               (E)  exercising all of the rights, powers and privileges of a
          holder of the Debentures;

               (F)  sending notices of default and other information
          regarding the Trust Securities and the Debentures to the Holders in
          accordance with this Trust Agreement;

               (G)  distributing the Trust Property in accordance with the
          terms of this Trust Agreement;

               (H)  to the extent provided in this Trust Agreement, winding
          up the affairs of and liquidating the Issuer Trust and preparing,
          executing and filing the certificate of cancellation with the
          Secretary of State of the State of Delaware; and

               (I)  after an Event of Default (other than under paragraph
          (b), (c), (d) or (e) of the definition of such term if such Event
          of Default is by or with respect to the Property Trustee) taking of
          any action incidental to the foregoing as the Property Trustee may

          from time to time determine is necessary or advisable to give
          effect to the terms of this Trust Agreement and to 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). 

          (b)  So long as this Trust Agreement remains in effect, the Issuer
Trust (or the Issuer Trustees 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, the Issuer Trustees,
acting in their capacity as such, shall not (i) acquire any investments other
than the Debentures 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) possess any
power or otherwise act in such a way as to vary the Trust Property, (iv) take
any action that would reasonably be expected to cause the Issuer Trust to
become taxable as a corporation or classified as other than a grantor trust
for United States federal income tax purposes, (v) incur any indebtedness for
borrowed money or issue any other debt, or (vi) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. 
The Administrative Trustees 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 Circular 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, or other jurisdictions, if
     any, in which to take appropriate action to qualify or register for sale
     all or part of the Capital Securities and the determination of any and
     all such acts, other than actions that must be taken by or on behalf of
     the Issuer Trust, and the advice to the Issuer Trustees of actions they
     must take on behalf of the Issuer Trust, and the preparation for
     execution and filing of any documents to be executed and filed by the
     Issuer Trust or on behalf of the Issuer Trust, as the Depositor deems
     necessary or advisable in order to comply with the applicable laws of
     any such States in connection with the sale of the Capital Securities;

        (iii)  the negotiation of the terms of, and the execution and
     delivery of, the Purchase Agreement; 

         (iv)  the taking of any other actions necessary or incidental to
     carry out any of the foregoing activities;

          (v)  the preparation of filing by the Issuer Trust with the
     Commission one or more registration statements on the applicable forms,

     including any amendments thereto, pertaining to the Capital Securities,
     the Guarantee Agreement and the Debentures;

         (vi)  the preparation of filing by the Issuer Trust with the
     Commission of a registration statement on Form 8-A, including any
     amendments thereto, if such filing is determined to be necessary or
     desirable by the Depositor; and

        (vii)  the compliance by the Depositor with the Registration Rights
     Agreement including preparation and filing of necessary filings under
     the Securities Act.

          (d)  Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust
will not be deemed to be an "investment company" required to be registered
under the Investment Company Act, and will not be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes and so that the Debentures will be treated as indebtedness of the
Depositor for United States federal income tax purposes.  In this connection,
each Administrative Trustee and the Holder of the Common Securities are
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative
Trustee or Holder of the Common Securities determines in its discretion to be
necessary 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 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 regulation or in the interpretation thereof.

          Section 2.8  Assets of Trust.

          The assets of the Issuer Trust shall consist 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 in trust 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.

          (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 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 any Additional
Distributions) will be made on the Trust Securities at the rate and on the
dates that payments of interest (including any Additional Interest, as
defined in the Indenture) are made on the Debentures.  Accordingly:

          (i)  Distributions on the Trust Securities shall be cumulative, and
     shall accumulate whether or not there are funds of the Issuer Trust
     available for the payment of Distributions.  Distributions shall
     accumulate from June 30, 1997, and, except in the event (and to the
     extent) that the issuer of the Debentures exercises its right to defer
     the payment of interest on the Debentures pursuant to the Indenture,
     shall be payable semi-annually in arrears on January 1 and July 1 of
     each year, commencing on January 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 (and without any interest or
     other payment in respect of any such delay),except that, if such next
     succeeding Business Day falls within 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 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, not including Additional Distributions, of 8.343% 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
     Distributions in respect of such period.

        (iii)  Distributions on the Trust Securities shall be made by the
     Property Trustee from the Payment Account and shall be payable on each
     Distribution Date only to the extent that the Issuer Trust has funds
     then on hand and available in the Payment Account for the payment of
     such Distributions.

          (b)  Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on

the Securities Register for the Trust Securities at the close of business on
the relevant record date, which shall be at the close of business on the
fifteenth day (whether or not a Business Day) next preceding the relevant
Distribution Date.

          Section 4.2  Redemption.

          (a)   On each Debenture Redemption Date and on the stated maturity
of the Debentures, the Issuer Trust will be required to redeem a Like Amount
of Trust Securities at the Redemption Price.

          (b)  Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Security Register.  All
notices of redemption shall state:

          (i)  the Redemption Date;

         (ii)  the Redemption Price or if the Redemption Price cannot be
     calculated prior to the time the notice is required to be sent, the
     estimate of the Redemption Price provided pursuant to (and as defined
     in) the Indenture together with a statement that it is an estimate and
     that the actual Redemption Price will be calculated on the third
     Business Day prior to the Redemption Date (and, if an estimate is
     provided, that a further notice shall be sent of the actual Redemption
     Price on the date on which such Redemption Price is calculated);

        (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 aggregate Liquidation Amount of the
     particular Trust Securities to be redeemed; 

          (v)  that on the Redemption Date the Redemption Price will become
     due and payable upon each such Trust Security to be redeemed and that
     Distributions thereon will cease to accumulate on and after such date,
     except as provided in Section 4.2(d) below; and 

         (vi)  the place or places where the 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 materials.

          (c)  The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures.  Redemptions of the Trust Securities shall be made
and the Redemption Price shall be payable on each Redemption Date only to the

extent that the Issuer Trust has funds then on hand and available in the
Payment Account for the payment of such Redemption Price.

          (d)  If the Property Trustee gives a notice of redemption in
respect of any Capital Securities, then, by 12:00 noon, New York City time,
on the Redemption Date, subject to Section 4.2(c), the Property Trustee will,
with respect to Book-Entry Capital Securities, irrevocably deposit with the
Clearing Agency for such Book-Entry 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 Book-Entry Capital Securities, the
Property Trustee, subject to Section 4.2(c), will irrevocably deposit with
the Paying Agent or Paying Agents, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give the Paying
Agent or Paying Agents 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 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 Redemption Price is payable is not a Business Day, then payment of the
Redemption Price 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), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date.  In the
event that payment of the Redemption Price in respect of any Trust Securities
called for redemption is improperly withheld or refused and not paid either
by the Issuer Trust or by the Depositor pursuant to the Guarantee Agreement,
Distributions on such Trust Securities will continue to accumulate, as set
forth in Section 4.1, from the Redemption Date originally established by the
Issuer Trust for such Trust Securities to the date the Redemption Price is
actually paid, in which case the actual payment date will be the date fixed
for redemption for purposes of calculating the Redemption Price.

          (e)  If less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated pro rata to the Common
Securities and the Capital 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 based upon their respective Liquidation
Amounts not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Capital Securities not previously called for
redemption, and provided that, after giving effect to such redemption, no
Holder shall hold Capital Securities with an aggregate Liquidation Amount of
less than $100,000.  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 any Additional
Distributions) on, the Redemption Price of, and the Liquidation Distribution
in respect of the Trust Securities, as applicable, shall be made pro rata
among the Common Securities and the Capital Securities based on the
Liquidation Amount of the Trust Securities; provided, however, that if on any
Distribution Date, Redemption Date or Liquidation Date any Event of Default
resulting from a Debenture Event of Default specified 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 Distributions) 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
Distributions) 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 Distributions) on, the Redemption Price of or the Liquidation
Distribution in respect of the Capital Securities then due and payable.

          (b)  In the case of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of the Common
Securities shall have no 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 Distributions)
or of the Redemption Price, Liquidation Amount or any other 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.  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 all the Common Securities.

          Section 4.5  Tax Returns and Reports.

          The Administrative Trustees shall prepare (or cause to be
prepared), at the expense of the issuer of the Debentures, 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 Administrative Trustees 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 Administrative Trustees shall provide the Depositor and
the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing.  The Issuer Trustees 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.

          Section 4.6  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.


                                   ARTICLE V

                         TRUST SECURITIES CERTIFICATES

          Section 5.1  Initial Ownership.

          Upon the creation of the Issuer Trust and the contribution by the
Depositor pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are Outstanding,
the Depositor shall be the sole beneficial owner of the Issuer Trust.

          Section 5.2  The Trust Securities Certificates.

          (a)  The Administrative Trustees shall on behalf of the Issuer
Trust issue, in one or more issuances, Restricted Capital Securities
representing undivided beneficial ownership interests in the assets of the
Trust, and one class of Common Securities; provided,  however, that the
Administrative Trustee may issue an additional class of Capital Securities in
accordance with Section 2.4.  The Capital Securities Certificates shall be
issued in fully registered form in minimum denominations of $1,000
Liquidation Amount and integral multiples of $1,000 in excess thereof, and
the Common Securities Certificates shall be issued in denominations of $1,000
Liquidation Amount and integral multiples thereof.  The Trust Securities
Certificates shall be executed on behalf of the Issuer Trust by manual or
facsimile signature of at least one Administrative Trustee.  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 shall be
issued in the form of one or more Book-Entry Capital Securities Certificates
registered in the name of DTC, as Clearing Agency, or its nominee and
deposited with DTC or a custodian for DTC for credit by DTC to the respective
accounts of the Owners thereof (or such other accounts as they may direct).

          (c)  A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive
Common Securities Certificate.

          Section 5.3  Execution and Delivery of Trust Securities
Certificates.

          At the Time of Delivery, the Administrative Trustees 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 or upon the written order of the Depositor, executed by an
authorized officer thereof, without further corporate action by the
Depositor, in authorized denominations.

          Section 5.4  Book-Entry Capital Securities.

          (a)  Each Book-Entry Capital Securities Certificate issued under
this Trust Agreement shall be registered in the name of the Clearing Agency
or a nominee thereof and delivered to such Clearing Agency or a nominee
thereof or custodian therefor, and each such Book-Entry Capital Securities
Certificate shall constitute a single Capital Securities Certificate for all
purposes of this Agreement.

          (b)  Notwithstanding any other provision in this Trust Agreement,
no Book-Entry Capital Securities Certificate may be exchanged in whole or in
part for Capital Securities Certificates registered, and no transfer of a
Book-Entry Capital Securities Certificate in whole or in part may be
registered, in the name of any Person other than the Clearing Agency or a
nominee thereof unless (i) the Clearing Agency advises the Property Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Book-Entry Capital
Securities Certificates, and the Property Trustee is unable to locate a
qualified successor, (ii) the Issuer Trust at its option advises the Clearing
Agency in writing that it elects to terminate the book-entry system through
the Clearing Agency, or (iii) a Debenture Event of Default has occurred and
is continuing.  Upon the occurrence of any event specified in clause (i),
(ii) or (iii) above, the Property Trustee shall notify the Clearing Agency
and instruct the Clearing Agency to notify all Owners of Book-Entry Capital
Securities and the Administrative Trustees of the occurrence of such event
and of the availability of the Definitive Capital Securities Certificates to
Owners of the Capital Securities requesting the same; provided, however, that
no Definitive Capital Securities Certificate shall be issued in an amount
representing less than 100 Capital Securities.

          (c)  If any Book-Entry Capital Securities Certificate is to be
exchanged for other Capital Securities Certificates or canceled in whole, it
shall be surrendered by or on behalf of the Clearing Agency or its nominee
for exchange or cancellation as provided in this Article V.  If any Book-
Entry Capital Securities Certificate is to be exchanged for other Capital
Securities Certificates or canceled in part, or if any other Capital
Securities Certificate is to be exchanged in whole or in part for Book-Entry
Capital Securities represented by a Book-Entry Capital Securities
Certificate, then either (i) such Book-Entry Capital Securities Certificate
shall be so surrendered for exchange or cancellation as provided in this
Article V or (ii) the aggregate Liquidation Amount represented by such Book-
Entry Capital Securities Certificate shall be reduced, subject to Section
5.2, or increased by an amount equal to that portion of the Liquidation
Amount represented by the Book-Entry Capital Securities Certificate to be so
exchanged or canceled, or equal to that portion of the Liquidation Amount
represented by such other Capital Securities Certificates to be so exchanged
for Book-Entry Capital Securities represented thereby, as the case may be, by
means of an appropriate adjustment made on the records of the Securities
Registrar with notice to the Property Trustee, 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 a Book-
Entry Capital Securities Certificate by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them,
shall, subject to Section 5.5(b) and as otherwise provided in this Article V,
execute the Definitive Capital Securities Certificates issuable in exchange
for such Book-Entry Capital Securities Certificate (or any portion thereof)
in accordance with the instructions of the Clearing Agency; provided,
however, that no Definitive Capital Securities Certificate shall be issued in
an amount representing less than 100 Capital Securities.  None of the
Securities Registrar or the Property Trustee or the Administrative Trustees
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such
instructions.  The Definitive Capital Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

          (d)  Every Capital Securities Certificate executed and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Book-
Entry Capital Securities Certificate or any portion thereof, whether pursuant
to this Article V or Section 4.2 or otherwise, shall be executed and
delivered in the form of, and shall be, a Book-Entry Capital Securities
Certificate, unless such Capital Securities Certificate is registered in the
name of a Person other than the Clearing Agency or a nominee thereof.

          (e)  The Clearing Agency or its nominee, as registered owner of a
Book-Entry Capital Securities Certificate, shall be the Holder of such Book-
Entry Capital Securities Certificate for all purposes under this Trust
Agreement and the Capital Securities, and Owners with respect to a Book-Entry
Capital Securities Certificate shall hold such interests pursuant to the
Applicable Procedures.  The Securities Registrar and the Property Trustee or
the Administrative Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Trust Agreement relating to the Book-Entry
Capital Securities Certificates (including the payment of the Liquidation
Amount of and Distributions on the Book-Entry Capital Securities represented
thereby and the giving of instructions or directions by or to Owners of Book-

Entry Capital Securities represented thereby) as the sole Holder of the Book-
Entry Capital Securities represented thereby and shall have no obligations to
the Owners thereof.  None of the Depositor, the Issuer Trustees nor the
Securities Registrar shall have any liability in respect of any transfers
effected by the Clearing Agency.

          (f)  The rights of the Owners of the Book-Entry Capital Securities
shall be exercised only through the Clearing Agency and shall be limited to
those established by law, the Applicable Procedures and agreements between
such Owners and the Clearing Agency and/or the Clearing Agency Participants. 
Solely for the purposes of determining whether the Holders of the requisite
amount of Capital Securities have voted on any matter provided for in this
Trust Agreement, so long as Definitive Capital Securities Certificates have
not been issued in certificated fully registered form, the Property Trustee
and the Administrative Trustees may conclusively rely on, and shall be
protected in relying on, any written instrument (including a proxy) delivered
to such Issuer Trustees by the Clearing Agency setting forth the Holders'
votes or assigning the right to vote on any matter to any other Persons
either in whole or in part.

          Section 5.5  Registration, Transfer and Exchange Generally; Certain
Transfers and Exchanges; Securities Act Legends.  

          (a)  The Property Trustee shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 5.9, a register or registers
(the "Securities Register") in which the registrar and transfer agent with
respect to the Trust Securities (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and (subject to Section 5.11)
Common Securities Certificates and of transfers and exchanges of Capital
Securities Certificates as herein provided.  The Property Trustee is hereby
appointed Securities Registrar for the purpose of registering Capital
Securities Certificates and (subject to Section 5.11) Common Securities and
transfers and exchanges thereof as provided herein.

          Upon surrender for registration of transfer of any Capital
Securities Certificate at the office or agency maintained pursuant to
Section 5.9, the Administrative Trustees or any one of them shall execute and
deliver to the Property Trustee, and the Property Trustee shall deliver, in
the name of the designated transferee or transferees, one or more new Capital
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount and bearing such restrictive legends as may be required by
this Trust Agreement, dated the date of execution by such Administrative
Trustee or Trustees.

          At the option of the Holder, Capital Securities Certificates may be
exchanged for other Capital Securities Certificates of the same series of any
authorized denominations, of like tenor and aggregate Liquidation Amount,
bearing such restrictive legends as may be required by this Trust Agreement
and bearing a number not contemporaneously Outstanding, upon surrender of the
Capital Securities Certificates to be exchanged at such office or agency. 
Whenever any Capital Securities Certificates are so surrendered for exchange,
the Administrative Trustees or any one of them shall execute and deliver to
the Property Trustee, and the Property Trustee shall deliver, the Capital
Securities Certificates that the Holder making the exchange is entitled to
receive.

          All Capital Securities issued upon any transfer or exchange of
Capital Securities shall evidence the same undivided beneficial interest in
the assets of the Issuer Trust, and be entitled to the same benefits under
this Trust Agreement, as the Capital Securities surrendered upon such
transfer or exchange.

          The Securities Registrar shall not be required, (i) to issue,
register the transfer of or exchange any Capital Security during a period
beginning at the opening of business 15 days before the day of selection for
redemption of such Capital Securities pursuant to Article IV and ending at
the close of business on the day of mailing of the notice of redemption, or
(ii) to register the transfer of or exchange any Capital Security so selected
for redemption in whole or in part, except, in the case of any such Capital
Security to be redeemed in part, any portion thereof not to be redeemed.

          Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to an
Administrative Trustee and the Securities Registrar duly executed by the
Holder or such Holder's attorney duly authorized in writing.  Each Capital
Securities Certificate surrendered for registration of transfer or exchange
shall be canceled and subsequently disposed of by the Property Trustee in
accordance with its customary practice.

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

          (b)  Notwithstanding any other provision of this Trust Agreement,
transfers and exchanges of Capital Securities Certificates and Book-Entry
Capital Securities shall be made only in accordance with this Section 5.5(b).

          (i)  Non-Book-Entry Capital Securities Certificate to Book-Entry
     Capital Securities Certificate.  If the Holder of a Capital Securities
     Certificate (other than a Book-Entry Capital Securities Certificate)
     wishes at any time to transfer all or any portion of such Capital
     Securities Certificate to a Person who wishes to take delivery thereof
     in the form of a beneficial interest in a Book-Entry Capital Securities
     Certificate, 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
     Capital Securities Certificate as provided in Section 5.5(a) and
     instructions satisfactory to the Securities Registrar directing that a
     specified number of Book-Entry Capital Securities to be represented by
     such Book-Entry Capital Securities Certificate not greater than the
     number of Capital Securities represented by such Capital Securities
     Certificate be credited to a specified Clearing Agency Participant's
     account and (B) if the Capital Securities Certificate to be transferred
     evidences Restricted Capital Securities, a Restricted Securities
     Certificate duly executed by such Holder or such Holder's attorney duly
     authorized in writing, then the Securities Registrar shall cancel such
     Capital Securities Certificate (and issue a new Capital Securities
     Certificate in respect of any untransferred portion thereof) as provided
     in Section 5.5(a) and increase the aggregate Liquidation Amount of the

     Book-Entry Capital Securities Certificate by the Liquidation Amount of
     such Capital Securities so transferred as provided in Section 5.4(c).

         (ii)  Non-Book-Entry Capital Securities Certificate to Non-Book-
     Entry Capital Securities Certificate.  A Capital Securities Certificate
     that is not a Book-Entry Capital Securities Certificate may be
     transferred, in whole or in part, to a Person who takes delivery in the
     form of another Capital Securities Certificate that is not a Book-Entry
     Capital Securities Certificate as provided in Section 5.5(a), provided
     that if the Capital Securities Certificate to be transferred evidences
     Restricted Capital Securities, then 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)  Book-Entry Capital Securities Certificate to Non-Book-Entry
     Capital Securities Certificate.  A beneficial interest in a Book-Entry
     Capital Securities Certificate may be exchanged for a Capital Securities
     Certificate that is not a Book-Entry Capital Securities Certificate as
     provided in Section 5.4.

         (iv)  Certain Initial Transfers of Non-Book-Entry Capital Securities
     Certificates.  In the case of Capital Securities Certificates initially
     issued other than in global form, an initial transfer or exchange of
     such Capital Securities Certificates 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 transferor and transferee of such Capital Securities to
     the Securities Registrar that such transfer or exchange does not involve
     a change in beneficial ownership.

          (c)  Except as set forth below, all Capital Securities Certificates
shall bear a Restricted Capital Securities Legend: 

          (i)  New Capital Securities shall not bear a Restricted Legend;

         (ii)  subject to the following Clauses of this Section 5.5(c), a
     Capital Securities Certificate or any portion thereof that is exchanged,
     upon transfer or otherwise, for a Book-Entry Capital Securities
     Certificate or any portion thereof shall bear the Restricted Capital
     Securities Legend;

        (iii)  subject to the following Clauses of this Section 5.5(c), a new
     Capital Securities Certificate that is not a Book-Entry Capital
     Securities Certificate and is issued in exchange for another Capital
     Securities Certificate (including a Book-Entry Capital Securities
     Certificate) or any portion thereof, upon transfer or otherwise, shall
     bear a Restricted Capital Securities Legend;

         (iv)  any Original Capital Securities which are sold or otherwise
     disposed of pursuant to an effective registration statement under the
     Securities Act (including the Shelf Registration contemplated by the
     Registration Rights Agreement), together with their Successor Capital
     Securities shall not bear a Restricted Securities Legend; the Depositor
     or an Administrative Trustee shall inform the Property Trustee in
     writing of the effective date of any such registration statement
     registering the Original Capital Securities under the Securities Act and

     shall notify the Property Trustee at any time when prospectuses may not
     be delivered with respect to Original Capital Securities to be sold
     pursuant to such registration statement.  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;

          (v)  at any time after the Original Capital Securities may be
     freely transferred without registration under the Securities Act or
     without being subject to transfer restrictions imposed thereon by the
     Securities Act, a new Capital Securities Certificate which does not bear
     a Restricted Securities legend may be issued in exchange for or in lieu
     of a Capital Securities Certificate (other than a Global Capital
     Securities Certificate) or any portion thereof which bears such a legend
     if the Securities Registrar has received a Restricted Securities
     Certificate, satisfactory to the Securities Registrar and duly executed
     by the Holder of such legended Capital Securities Certificate or his
     attorney duly authorized in writing;

         (vi)  a new Capital Securities Certificate that does not bear a
     Restricted Capital Securities Legend may be issued in exchange for or in
     lieu of a Capital Securities Certificate or any portion thereof that
     bears such a legend if, in the Depositor's sole  judgment, placing such
     a legend upon such new Capital Securities Certificate is not and will
     not be necessary to ensure compliance with the registration requirements
     of the Securities Act, and the Administrative Trustees, at the direction
     of the Depositor, shall execute and deliver such a new Capital
     Securities Certificate as provided in this Article V; and 

        (vii)  notwithstanding the foregoing provisions of this Section
     5.5(c), a Successor Capital Securities Certificate of a Capital
     Securities Certificate that does not bear a Restricted Capital
     Securities Legend shall not bear such form of legend unless in the
     Depositor's sole judgement such Successor Capital Securities Certificate
     is a "restricted security" within the meaning of Rule 144 under the
     Securities Act, in which case the Administrative Trustees, at the
     direction of the Depositor, shall execute and deliver a new Capital
     Securities Certificate bearing a Restricted Capital Securities Legend in
     exchange for such Successor Capital Securities Certificate as provided
     in this Article V.

          (d)  Any purchaser or Holder of any Capital Securities or any
interest therein will be deemed to have represented by its purchase and
holding thereof that it either (i) is not a Plan or a Plan Asset Entity and
is not purchasing such Capital Securities on behalf of or with "plan assets"
of any Plan, or (ii) is eligible for the exemptive relief available under
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption with
respect to such purchase or holding.  The Securities Registrar may, and if
the Depositor shall so request, the Securities Registrar shall, before
registering for transfer or exchange any Capital Securities Certificates as
provided in Sections 5.2, 5.4 or 5.5 of this Trust Agreement, (A) require the
purchaser or Holder of such Capital Securities Certificates to confirm that
it either (x) is not a Plan, a Plan Asset Entity or a Person investing "plan
assets" of any Plan or (y) is eligible for the exemptive relief available
under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, and (B) if such purchaser or
Holder does not provide such confirmation, require an Opinion of Counsel or
other evidence satisfactory to the Depositor of the availability to such

purchaser or Holder of another applicable exemption with respect to such
purchase or holding.

          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 Administrative Trustees 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 Administrative Trustees, or any one of
them, on behalf of the Issuer Trust shall execute and make available for
delivery, 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 5.6, the Administrative
Trustees 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 5.6 shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Issuer Trust corresponding
to that evidenced by the lost, stolen or destroyed Trust Securities
Certificate, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

          Section 5.7  Persons Deemed Holders.

          The Issuer Trustees and the Securities Registrar shall each treat
the Person in whose name any Trust Securities Certificate shall be registered
in the Securities Register as the owner of such Trust Securities Certificate
for the purpose of receiving Distributions and for all other purposes
whatsoever, and none of the Issuer Trustees and the Securities Registrar
shall be bound by any notice to the contrary.

          Section 5.8  Access to List of Holders' Names and Addresses.

          Each Holder and each Owner shall be deemed to have agreed not to
hold the Depositor or the Issuer Trustees 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 Administrative Trustees shall maintain 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 Administrative Trustees initially designate the Corporate
Trust Office of the Property Trustee as its office and agency for such
purposes.  The Administrative Trustees shall give prompt written notice to
the Depositor, the Property Trustee 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 Agents.

          The Paying Agent or Agents shall make Distributions to Holders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees.  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
Administrative Trustees may revoke such power and remove the Paying Agent in
its sole discretion.  The Paying Agent shall initially be the Bank and any
co-paying agent chosen by the Property Trustee and acceptable to the
Administrative Trustees and the Depositor.  Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to
the Administrative Trustees and the Property Trustee.  If the Bank shall no
longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) that is reasonably
acceptable to the Depositor to act as Paying Agent.  Such successor Paying
Agent or any additional Paying Agent 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
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

          Section 5.11  Ownership of Common Securities by Depositor.

          At the Time of Delivery, the Depositor shall acquire, and
thereafter shall 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 (except in
connection with a redemption thereof), 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 corporation, or
any conveyance, transfer or lease by the Depositor of its properties and
assets substantially as an entirety to any Person, pursuant to Section 8.1 of
the Indenture, or (ii) to the Depositor or 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 next proceeding sentence shall be void.  The Administrative Trustees
shall cause each Common Securities Certificate issued to the Depositor to
contain a legend stating substantially "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 Book-Entry Capital Securities Certificate, 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; Waivers of Past Defaults.

          (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 interest in the assets of the Issuer Trust
conferred by their Trust Securities and they shall have no right to call for
any partition or division of property, profits or rights of the Issuer Trust
except as described below.  The Trust Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement.  The Trust Securities shall have no preemptive or similar rights
and when issued and delivered to Holders against payment of the purchase
price therefor will be fully paid and nonassessable by the Issuer Trust.  The
Holders of the Trust Securities, in their capacities as such, shall be
entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

          (b)  For so long as any Capital Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders
of not less than 25% in principal amount of the outstanding Debentures fail
to declare the principal of all of the Debentures to be immediately due and
payable, the Holders of at least 25% in Liquidation Amount of the Capital
Securities then Outstanding shall have the right to make such declaration by
a notice in writing to the Property Trustee, the Depositor and the Debenture
Trustee.

          At any time after a declaration of acceleration with respect to the
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, if the Property Trustee fails to annul any such declaration and
waive such default, the Holders of at least 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
          Debentures,

               (B)  any accrued Additional Interest (as defined in the
          Indenture) on all of the Debentures,

               (C)  the principal of (and premium, if any, on) any Debentures
          that have become due otherwise than by such declaration of
          acceleration and interest and Additional Interest thereon at the
          rate borne by the Debentures, and

               (D)  all sums paid or advanced by the Debenture Trustee under
          the Indenture and the reasonable compensation, expenses,

          disbursements and advances of the Debenture Trustee and the
          Property Trustee, their agents and counsel; and

         (ii)  all Events of Default with respect to the Debentures, other
     than the non-payment of the principal of the Debentures that 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 Trust Securities,
waive any past default or Event of Default under the Indenture, except a
default or Event of Default in the payment of principal or interest (unless
such default or Event of 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 or
Event of Default in respect of a covenant or provision that under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debenture.  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 any
part of the 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 that 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 that 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 5.8 of the Indenture, for enforcement of
payment to such Holder of any amounts payable in respect of 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 Section 5.13(b) and this Section 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 Debentures.

          (d)  Except as otherwise provided in paragraphs (a), (b) and (c) of
this Section 5.13, the Holders of at least a Majority in Liquidation Amount

of the Capital Securities may, on behalf of the Holders of all the Trust
Securities, waive any past default or Event of Default and its consequences. 
Upon such waiver, any such default or Event of Default shall cease to exist,
and any default or 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 thereon.


                                  ARTICLE VI

                       ACTS OF HOLDERS; MEETINGS; VOTING

          Section 6.1  Limitations on Voting Rights.

          (a)  Except as expressly 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 partners or members of an
association.

          (b)  So long as any 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 execute any trust or power conferred on the
Property Trustee with respect to the 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
Debentures shall be due and payable, or (iv) consent to any amendment,
modification or termination of the Indenture or the 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 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 the Capital Securities, except by a subsequent vote of
the Holders of the Capital Securities.  The Property Trustee shall notify all
Holders of the Capital Securities of any notice of default received with
respect to the Debentures.  In addition to obtaining the foregoing approvals
of the Holders of the Capital Securities, prior to taking any of the
foregoing actions, the Issuer Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that such action shall not cause the Issuer Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
Federal income tax purposes.

          (c)  If any proposed amendment to the Trust Agreement provides for,
or the Issuer Trustees otherwise propose to effect, (i) any action that would
adversely affect in any material respect the 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 Capital Securities as a class will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a
Majority in Liquidation Amount of the Capital Securities.  Notwithstanding
any other provision of this Trust Agreement, no amendment to this Trust
Agreement may be made if, as a result of such amendment, it would cause the
Issuer Trust to be taxable as a corporation or classified as other than a
grantor trust for United States Federal income tax purposes.

          Section 6.2  Notice of Meetings.

          Notice of all meetings of the Holders of the Capital Securities,
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 Capital
Securities, at such Holder's 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 of the Capital Securities.

          No annual meeting of Holders is required to be held.  The
Administrative Trustees, however, shall call a meeting of the Holders of the
Capital Securities to vote on any matter upon the written request of the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
Capital Securities and the Administrative Trustees or the Property Trustee
may, at any time in their discretion, call a meeting of the Holders of the
Capital Securities to vote on any matters as to which such Holders are
entitled to vote.

          The Holders of at least a Majority in Liquidation Amount of the
Capital Securities, present in person or by proxy, shall constitute a quorum
at any meeting of the Holders of the Capital Securities.

          If a quorum is present at a meeting, an affirmative vote by the
Holders present, in person or by proxy, holding Capital Securities
representing at least a majority of the aggregate 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 the 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.

          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 Administrative Trustees, or with such
other officer or agent of the Issuer Trust as the Administrative Trustees 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 that may be taken by Holders of Capital Securities at a
meeting may be taken without a meeting if Holders holding at least a Majority
in Liquidation Amount of the Capital 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.  Any action that may be taken by the Holder of all the Common
Securities may be taken if such Holder 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 Administrative Trustees 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 an Administrative 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 6.8.

          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 such

signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's 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 that any
Issuer Trustee 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 Depositor 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 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
Holation of such matter by the Property Trustee shall be conclusive with
respect to such matter.

          Section 6.9  Inspection of Records.

          Upon reasonable notice to the Administrative Trustees and the
Property Trustee, the records of the Issuer Trust shall be open to inspection
by Holders (and other Issuer Trustees) during normal business hours for any
purpose reasonably related to such Holder's interest as a Holder (or such
Issuer Trustee's service as a Trustee hereunder).


                                  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 national banking association duly
organized, validly existing and in good standing under the laws of the United
States;

          (b)  the Property Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust

Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

          (c)  the Delaware Trustee is a Delaware corporation, duly
organized, validly existing and in good standing under the laws of the State
of Delaware and satisfies for the Issuer Trust the requirements of Section
3807(a) of the Delaware Business Trust Act;

          (d)  the Delaware Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

          (e)  this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes
the valid and legally binding agreement of each of the Property Trustee and
the Delaware Trustee enforceable against each of them in accordance with its
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;

          (f)  the execution, delivery and performance of this Trust
Agreement have been duly authorized by all necessary corporate or other
action on the part of the Property Trustee and the Delaware Trustee and do
not require any approval of stockholders of the Property Trustee and the
Delaware Trustee and such execution, delivery and performance will not
(i) violate the Charter or By-laws of the Property Trustee or the Delaware
Trustee, (ii) violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or imposition
of, any Lien on any properties included in the Trust Property pursuant to the
provisions of, any indenture, mortgage, credit agreement, license or other
agreement or instrument to which the Property Trustee or the Delaware Trustee
is a party or by which it is bound, or (iii) violate any law, governmental
rule or regulation of the United States or the State of Delaware, as the case
may be, governing the banking, trust or general powers of the Property
Trustee or the Delaware Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Property Trustee or the Delaware
Trustee;

          (g)  none of the authorization, execution or delivery by the
Property Trustee or the Delaware Trustee of this Trust Agreement nor the
consummation of any of the transactions by the Property Trustee or the
Delaware Trustee, as the case may be, contemplated herein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or
agency under any existing law of the United States or the State of Delaware
governing the banking, trust or general powers of the Property Trustee or the
Delaware Trustee, as appropriate in context; and

          (h)  there are no proceedings pending or, to the best of each of
the Property Trustee's and the Delaware Trustee's knowledge, threatened
against or affecting the Property Trustee or the Delaware Trustee in any
court or before any governmental authority, agency or arbitration board or
tribunal that, individually or in the aggregate, would materially and
adversely affect the Issuer Trust or would question the right, power and
authority of the Property Trustee or the Delaware Trustee, as the case may

be, to enter into or perform its obligations as one of the Issuer Trustees
under this Trust Agreement.

          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 Time of
Delivery on behalf of the Issuer Trust have been duly authorized and will
have been duly and validly executed, issued and delivered by the Issuer
Trustees pursuant to the terms and provisions of, and in accordance with the
requirements of, this Trust Agreement and the Holders will be, as of such
date, entitled to the benefits of this Trust Agreement; and

          (b)  there are no taxes, fees or other governmental charges payable
by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust)
under the laws of the State of Delaware or any political subdivision thereof
in connection with the execution, delivery and performance by either Issuer
Trustee of this Trust Agreement.


                                 ARTICLE VIII

                      THE ISSUER TRUSTEES; PAYING AGENTS

          Section 8.1  Certain Duties and Responsibilities.

          (a)  The duties and responsibilities of the Issuer Trustees shall
be as provided by this Trust Agreement and, in the case of the Property
Trustee, by the Trust Indenture Act.  Notwithstanding the foregoing, but
subject to Section 8.1(c), no provision of this Trust Agreement shall require
any of the Issuer Trustees to expend or risk its or their own funds or
otherwise incur any financial liability in the performance of any of its or
their duties hereunder, or in the exercise of any of its or their rights or
powers, if it or they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it or them.  Whether or not therein expressly so
provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Issuer Trustees
shall be subject to the provisions of this Section 8.1.  Nothing in this
Trust Agreement shall be construed to release an Administrative Trustee from
liability for his or her own gross negligent action, his or her own gross
negligent failure to act, or his or her own wilful misconduct; provided,
however, that notwithstanding the foregoing clause, nothing contained in this
Trust Agreement shall limit or diminish in any way any right to
indemnification or defense that any Administrative Trustee may have by virtue
of his or her status as an employee or officer of Depositor or any subsidiary
of Depositor.  To the extent that, at law or in equity, an Issuer Trustee has
duties and liabilities relating to the Issuer Trust or to the Holders, such
Issuer Trustee shall not be liable to the Issuer Trust or to any Holder for
such Issuer Trustee'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 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.

          (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
the Issuer Trustees are not 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)  If an Event of Default has occurred and is continuing, the
Property Trustee shall enforce this Trust Agreement for the benefit of the
Holders.

          (d)  The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Trust Agreement (including pursuant to Section 10.10), and no implied
covenants shall be read into this Trust Agreement against the Property
Trustee.  If an Event of Default has occurred (that has not been cured or
waived pursuant to Section 5.13), 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.

          (e)  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 wilful misconduct, except that:

          (i)  prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A)  the duties and obligations of the Property Trustee shall
          be determined solely by the express provisions of this Trust
          Agreement (including pursuant to Section 10.10), and the Property
          Trustee shall not be liable except for the performance of such
          duties and obligations as are specifically set forth in this Trust
          Agreement (including pursuant to Section 10.10); and

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

         (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 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 Administrative Trustees 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 or the Depositor; and

        (vii)  No provision of this Trust Agreement shall require the
     Property Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or
     in the exercise of any of its rights or powers, if the Property Trustee
     shall have reasonable grounds for believing that the repayment of such
     funds or liability is not reasonably assured to it under the terms of
     this Trust Agreement or adequate indemnity against such risk or
     liability is not reasonably assured to it.

          (f)  The Administrative Trustees 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 Administrative
Trustee be liable for the default or misconduct of any other Issuer Trustee
or the Depositor.  The Delaware Trustee shall not be responsible for
monitoring compliance by the Property Trustee, the Administrative Trustees or
the Depositor with their respective duties under this Trust Agreement, nor
shall the Delaware Trustee be liable for the default or misconduct of any
other Issuer Trustee or the Depositor.

          Section 8.2  Certain Notices.

          Within ninety days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.8, notice of such

Event of Default to the Holders, the Administrative Trustee and the
Depositor, unless such Event of Default shall have been cured or waived.

          Within five Business Days after the receipt of written notice of
the Depositor's exercise of its right to defer the payment of interest on the
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 Administrative Trustees, unless such exercise
shall have been revoked.

          The Property Trustee shall not be deemed to have knowledge of any
Event of Default unless the Property Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Trust Agreement shall have obtained actual knowledge, of such Event of
Default.

          Section 8.3  Certain Rights of Property Trustee.

          Subject to the provisions of Section 8.1:

          (a)  the Property Trustee may rely and shall be 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)  if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein, or (iii) the Property Trustee is unsure of the application
of any provision of this Trust Agreement, then, except as to any matter as to
which the Holders of the Capital Securities are entitled to vote under the
terms of this Trust Agreement, the Property Trustee shall deliver a notice to
the Depositor requesting the Depositor's opinion as to the course of action
to be taken and the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Depositor; provided, however, that if
the Property Trustee does not receive such instructions of the Depositor
within ten Business Days after it has delivered such notice, or such
reasonably shorter period of time set forth in such notice (which to the
extent practicable shall not be less than two Business Days), it may, but
shall be under no duty to, take or refrain from taking such action not
inconsistent with this Trust Agreement as it shall deem advisable and in the
best interests of the Holders, in which event the Property Trustee shall have
no liability except for its own bad faith, negligence or wilful misconduct;

          (c)  any direction or act of the Depositor contemplated by this
Trust Agreement shall be sufficiently evidenced by an Officer's Certificate;

          (d)  any direction or act of an Administrative Trustee contemplated
by this Trust Agreement shall be sufficiently evidenced by a certificate
executed by such Administrative Trustee and setting forth such direction or
act;

          (e)  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
rerecording, refiling or re-registration thereof;

          (f)  the Property Trustee may consult with counsel (which counsel
may be counsel to the Depositor or any of its Affiliates, and may include any
of its employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; 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;

          (g)  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 reasonable
security or indemnity against the costs, expenses and liabilities that might
be incurred by it in compliance with such request or direction; provided
that, nothing contained in this Section 8.3(g) 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;

          (h)  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;

          (i)  the Property 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, provided that the Property Trustee shall be
responsible for its own negligence, bad faith or wilful misconduct with
respect to selection of any agent or attorney appointed by it hereunder;

          (j)  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 protected in acting in accordance with such instructions; and

          (k)  except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Trust Agreement.

          No provision of this Trust Agreement shall be deemed to impose any
duty or obligation on any Issuer Trustee 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 it 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 shall be
construed to be a duty.

          Section 8.4  Not Responsible for Recitals or Issuance of
Securities.

          The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Depositor and the Issuer
Trust, and the Issuer Trustees do not assume any responsibility for their
correctness.  The Issuer Trustees shall not be accountable for the use or
application by the Depositor of the proceeds of the Debentures.

          The Property Trustee may conclusively assume that any funds held by
it hereunder are legally available unless an officer of the Property Trustee
assigned to its Corporate Trust Office shall have received written notice
from the Depositor, any Holder or any other Issuer Trustee that such funds
are not legally available.

          Section 8.5  May Hold Securities.

          Any Issuer Trustee or any agent of any Issuer Trustee or the Issuer
Trust, in its individual or any other capacity, may become the owner or
pledgee of Trust Securities and, subject to Sections 8.8 and 8.13 and, except
as provided in the definition of the term "Outstanding" in Article I, may
otherwise deal with the Issuer Trust with the same rights it would have if it
were not an Issuer Trustee or such agent.

          Section 8.6  Compensation; Indemnity; Fees.

          The Depositor, in its capacity as the issuer of the Debentures,
agrees:

          (a)  to pay to each Issuer Trustee and Paying Agent from time to
time such reasonable compensation for all services rendered by them hereunder
as may be agreed by the Depositor and such Issuer Trustee or Paying Agent, as
the case may be, 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)  except as otherwise expressly provided herein, to reimburse
each Issuer Trustee and Paying Agent upon request for all reasonable
expenses, disbursements and advances incurred or made by each Issuer Trustee
and Paying Agent in accordance with any provision of this Trust Agreement
(including the reasonable compensation and the expenses and disbursements of
their agents and counsel), except any such expense, disbursement or advance
as may be attributable to their negligence, bad faith or wilful misconduct;
and

          (c)  to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Issuer Trustee, (ii) each Paying Agent,
(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 by such
Indemnified Person by reason of the creation, operation or termination of the
Issuer Trust or any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Issuer Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Trust Agreement, except that no
Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence, bad faith or wilful misconduct with respect to such acts or
omissions; provided, however, that notwithstanding the foregoing clause,
nothing contained in this Trust Agreement shall limit or diminish in any way
any right to indemnification or defense that any Administrative Trustee may
have by virtue or his or her status as an employee or officer of Depositor or
any subsidiary of Depositor; and

          (d)  to the fullest extent permitted by applicable law, the parties
intend that Section 3561 of Title 12 of the Delaware Code shall not apply to
the Issuer Trust and that compensation payable to any Issuer Trustee pursuant
to this Section 8.6 not be subject to review by any court under Section 3560
of Title 12 of the Delaware Code or otherwise.

          The Common Securities Holder shall be liable to each person or
entity to which the Issuer Trust is now or hereafter becomes indebted or
liable (each a Beneficiary) for all of the debts, obligations, costs,
expenses, and taxes of the Issuer Trust (other than obligations of the Issuer
Trust to pay to holders of any Trust Securities the amount due such holders
pursuant to the terms of the Trust Securities) to the extent not satisfied
out of the Issuer Trust's assets.  Such liabilities and obligations shall
constitute unsecured obligations of the Common Securities Holder and shall
rank subordinate and junior in right of payment to all Senior Indebtedness
(as defined in the Indenture) of the Common Securities Holder to the extent
and in the manner set forth in the Indenture with respect to the Debentures,
and the provisions of Article XIII of the Indenture will apply, mutatis
mutandis, to the obligations of the Common Securities Holder hereunder.  The
obligations of the Common Securities Holder hereunder do not constitute
Senior Indebtedness (as defined in the Indenture) of the Common Securities
Holder.  Any such Beneficiary may enforce such obligations of the Common
Securities Holder directly against the Common Securities Holder, and the
Common Securities Holder irrevocably waives any right or remedy to require
that any such Beneficiary take any action against the Issuer Trust or any
other Person before proceeding against the Common Securities Holder. The
Common Securities Holder shall execute such additional agreements as may be
necessary or desirable to give full effect to the foregoing.   The Common
Securities Holder shall be subrogated to all rights (if any) of any
Beneficiary against the Issuer Trust in respect of any amounts paid to the
Beneficiaries by the Common Securities Holder; provided, however, that the
Common Securities Holder shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any rights
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment hereunder, if, at the
time of any such payment, any amounts are due and unpaid hereunder.

          The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement and the resignation or removal of any Issuer Trustee.

          No Issuer Trustee or Paying Agent may claim any Lien on any Trust
Property as a result of any amount due pursuant to this Section 8.6.

          The Depositor, any Issuer Trustee (subject to Section 8.8(a)) and
any Paying Agent 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 Paying Agent 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 Issuer Trustee or any Paying Agent 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 or Paying Agent may engage or be interested in any financial
or other transaction with the Depositor or any Affiliate of the Depositor, or
may act as depository for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Depositor or its
Affiliates.

          Section 8.7  Corporate Property Trustee Required; Eligibility of
Issuer Trustees.

          (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 that has at the time of such appointment
securities rated in one of the three highest rating categories by a
nationally recognized statistical rating organization and 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 8.7
and to the extent permitted by the Trust Indenture Act, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If
at any time the Property Trustee with respect to the Trust Securities shall
cease to be eligible in accordance with the provisions of this Section 8.7,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.  At the time of appointment, the Property Trustee
must have securities rated in one of the three highest rating categories by a
nationally recognized statistical rating organization.

          (b)  There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities.  Each Administrative
Trustee 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.

          (c)  There shall at all times be a Delaware Trustee hereunder with
respect to the Trust Securities.  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 and that shall act through one or more persons authorized to
bind such entity.

          Section 8.8  Conflicting Interests.

          (a)  If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property Trustee
shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Trust Agreement.

          (b)  The Guarantee Agreement and the Indenture shall be deemed to
be specifically described in this Trust Agreement for the purposes of clause
(i) of the first proviso contained in Section 310(b) of the Trust Indenture
Act.

          Section 8.9  Co-Trustees and Separate Trustee.

          Unless an Event of Default shall have occurred and be continuing,
at any time or times, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, Depositor and the Administrative
Trustees, by agreed action of the majority of them shall have power to
appoint, and upon the written request of the Administrative Trustee and the
Depositor shall for such purpose join with the Administrative Trustees 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 8.9.  Any co-trustee or separate trustee appointed pursuant to this
Section 8.9 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.  If an Event of Default under
the Indenture shall have occurred and be continuing, the Property Trustee
alone shall have the power to make such appointment.

          Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and
delivered by the Depositor.

          Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms,
namely:

          (a)  The Trust Securities shall be executed by one or more
Administrative Trustees, and the Trust Securities shall be delivered by the
Property Trustee, 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 Trustee
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 or 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.

          (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 8.9, and, in case a Debenture Event of Default has occurred and
is continuing, the Property Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee without
the concurrence of the Depositor.  Upon the written request of the Property
Trustee, the Depositor shall join with the Property Trustee in the execution,
delivery and performance of all instruments and agreements necessary or
proper to effectuate such resignation or removal.  A successor to any co-
trustee or separate trustee so resigning or removed may be appointed in the
manner provided in this Section 8.9.

          (d)  No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property Trustee or
any other trustee hereunder.

          (e)  The Property Trustee shall not be liable by reason of any act
of a co-trustee or separate trustee.

          (f)  Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

          Section 8.10  Resignation and Removal; Appointment of Successor.

          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 8.11.

          Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time by giving written notice thereof to the
Holders.  If the instrument of acceptance by the successor Issuer Trustee
required by Section 8.11 shall not have been delivered to the Relevant
Trustee within 60 days after the giving of such notice of resignation, the
Relevant Trustee may petition, at the expense of the Depositor, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

          Unless a Debenture Event of Default shall have occurred and be
continuing, any Issuer Trustee may be removed at any time by Act of the
Holder of the Common Securities.  If a Debenture Event of Default shall have
occurred and be continuing, the Property Trustee or the Delaware Trustee, or
both of them, may be removed at such time by Act of the Holders of a Majority
in Liquidation Amount of the Capital Securities, delivered to the Relevant
Trustee (in its individual capacity and, in the case of the Property Trustee,

on behalf of the Issuer Trust).  An Administrative Trustee may only be
removed by the Holder of the Common Securities and may be so removed at any
time.

          If any Issuer Trustee shall resign, be removed or become incapable
of acting as Issuer Trustee, or if a vacancy shall occur in the office of any
Issuer Trustee for any cause, at a time when no Debenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities,
by Act delivered to the retiring Issuer Trustee, shall promptly appoint a
successor Issuer Trustee or Issuer Trustees, and such successor Issuer
Trustee shall comply with the applicable requirements of Section 8.11.  If
the Property Trustee or the Delaware Trustee shall resign, be removed or
become incapable of continuing to act as the Property Trustee or the Delaware
Trustee, as the case may be, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Holders of Capital Securities, by
Act of the Holders of a Majority in Liquidation Amount of the Capital
Securities delivered to the retiring Relevant Trustee, shall promptly appoint
a successor Relevant Trustee or Trustees, and such successor Issuer Trustee
shall comply with the applicable requirements of Section 8.11.  If an
Administrative Trustee shall resign, be removed or become incapable of acting
as Administrative Trustee, at a time when a Debenture Event of Default shall
have occurred and be continuing, the Holder of the Common Securities by Act
delivered to the Administrative Trustee shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable
requirements of Section 8.11.  If no successor Relevant Trustee shall have
been so appointed by the Holder of the Common Securities or the Holders of a
Majority in Liquidation Amount of the Capital Securities, as the case may be,
and accepted appointment in the manner required by Section 8.11, any Holder
who has been a Holder of Trust Securities for at least six months may, on
behalf of such Holder and all others similarly situated, or any other Issuer
Trustee, may petition any court of competent jurisdiction for the appointment
of a successor Relevant Trustee.

          The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer
Trustee to all Holders in the manner provided in Section 10.8 and shall give
notice to the Depositor.  Each notice shall include the name of the successor
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, if any Delaware Trustee who is a natural person dies or becomes,
in the opinion of the Depositor, incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by (a) the
unanimous act of the remaining Administrative Trustees if there are at least
two of them or (b) otherwise by the Depositor (with the successor in either
case being a Person who satisfies the eligibility requirement for the
Delaware Trustee set forth in Section 8.7).

          Section 8.11  Acceptance of Appointment by Successor.

          In case of the appointment hereunder of a successor Relevant
Trustee, the retiring Relevant Trustee and each successor Relevant Trustee
with respect to the Trust Securities shall execute and deliver an amendment
hereto wherein each successor Relevant Trustee shall accept such appointment
and which (a) 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
(b) shall add to or change any of the provisions of this Trust Agreement as
shall be necessary to provide for or facilitate the administration of the
Issuer Trust by more than one Relevant Trustee, it being understood that
nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees 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 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 Issuer Trust.

          Upon request of any Issuer Trustee or any such successor Relevant
Trustee, the retiring Relevant Trustee or the Issuer Trust, as the case may
be, 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 in the first or second preceding paragraph, as
the case may be.

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

          Section 8.12  Merger, Conversion, Consolidation or Succession to
Business.

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

          Section 8.13  Preferential Collection of Claims Against Depositor
or Issuer Trust.

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

          Section 8.14  Property 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 or their creditors, 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 moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Property Trustee and, in the
event the Property Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Property Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Property Trustee, its agents and counsel, and any other amounts due the
Property Trustee.

          Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

          Section 8.15  Reports by Property Trustee.

          (a)  Not later than 60 days following May 15 of each year
commencing with May 15, 1998, 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 December 31 with respect to:

          (i)  its eligibility under Section 8.7 or, in lieu thereof, if to
     the best of its knowledge it has continued to be eligible under said
     Section, a written statement to such effect;

         (ii)  a statement that the Property Trustee has complied with all of
     its obligations under this Trust Agreement during the twelve-month
     period (or, in the case of the initial report, the period since the
     Closing Date) ending with such December 31 or, if the Property Trustee
     has not complied in any material respect with such obligations, a
     description of such noncompliance; and

        (iii)  any change in the property and funds in its possession as
     Property Trustee since the date of its last report and any action taken
     by the Property Trustee in the performance of its duties hereunder which
     it has not previously reported and which in its opinion materially
     affects the Trust Securities.

          (b)  In addition the Property Trustee shall transmit to Holders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

          (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
stock exchange, the Nasdaq National Market or such other interdealer
quotation system or self-regulatory organization upon which the Trust
Securities are listed or traded, with the Commission and with the Depositor.

          Section 8.16  Reports to the Property Trustee.

          Each of the Depositor and the Administrative Trustees 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) of the
Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.  Delivery of such reports,
information and documents to the Property Trustee is for informational
purposes only and the Property Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Issuer Trust's compliance with
any of its covenants hereunder (as to which the property Trustee is entitled
to rely exclusively on an Officer's Certificate).

          Section 8.17  Evidence of Compliance with Conditions Precedent.

          Each of the Depositor and the Administrative Trustees 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 Officer's Certificate.

          Section 8.18  Number of Issuer Trustees.

          (a)  The number of Issuer Trustees shall be four, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees, provided further that the
Property Trustee and the Delaware Trustee may be the same Person if the
Property Trustee meets the requirements set forth in Section 8.7(c).

          (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 8.19  Delegation of Power.

          (a)  Any Administrative Trustee, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21
such Administrative Trustee's power for the purpose of executing any

documents contemplated in Section 2.7(a), including any registration
statement or amendment thereto filed with the Commission, or making any other
governmental filing; and

          (b)  The Administrative Trustees shall have power to delegate from
time to time to such of their number or to the Depositor the doing of such
things and the execution of such instruments either in the name of the Issuer
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of this Trust
Agreement.

          Section 8.20  Appointment of Administrative Trustees.

          (a)  The Administrative Trustee shall initially be William B.
Johnstone, III and Thomas P. Huber, and their successors shall be appointed
by the Holder of all the Common Securities.  The Administrative Trustees may
resign or be removed by the Holder of all the Common Securities at any time. 
Upon any resignation or removal of an Administrative Trustee, the Depositor
shall appoint a successor Administrative Trustee.  If at any time there is no
Administrative Trustee, 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 Administrative
Trustees.

          (b)  Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with this Section 8.20, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

          (c)  Notwithstanding the foregoing or any other provision of this
Trust Agreement, if any Administrative Trustee who is a natural person dies
or becomes, in the opinion of the Holder of all the Common Securities,
incompetent or incapacitated, the vacancy created by such death, incompetence
or incapacity may be filled by the unanimous act of the remaining
Administrative Trustees, if there were at least two of them prior to such
vacancy, and by the Depositor, if there were not two such Administrative
Trustees immediately prior to such vacancy (with the successor being a Person
who satisfies the eligibility requirement for Administrative Trustees set
forth in Section 8.7).


                                  ARTICLE IX

                      DISSOLUTION, LIQUIDATION AND MERGER

          Section 9.1  Dissolution Upon Expiration Date.

          Unless earlier dissolved, the Issuer Trust shall automatically
dissolve on July 1, 2047 (the "Expiration Date"), and shall thereafter be
terminated by filing a Certificate of Cancellation with the Secretary of
State of the State of Delaware, following the distribution of the Trust
Property 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" upon the occurrence of which the Trust shall be dissolved:

          (a)  the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Holder of all the Common Securities or the
Depositor;

          (b)  the written direction to the Property Trustee from the Holder
of all the Common Securities at any time to dissolve the Issuer Trust and to
distribute the Debentures to Holders in exchange for the Capital Securities
(which direction is optional and wholly within the discretion of the Holder
of all the Common Securities);

          (c)  the redemption of all of the Capital Securities in connection
with the redemption of all the Debentures; and

          (d)  the entry of an order for dissolution of the Issuer Trust by a
court of competent jurisdiction.

          Section 9.3  Termination.

          The respective obligations and responsibilities of the Issuer
Trustees and the Issuer Trust created and continued hereby shall terminate
upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed
hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4,
or upon the redemption of all of the Trust Securities pursuant to
Section 4.2; (b) the payment of any expenses owed by the Issuer Trust; and
(c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Issuer Trust or the Holders.

          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 liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees
determine to be possible by distributing, after satisfaction of liabilities
to creditors of the Issuer Trust as provided by Section 3808(e) of the
Delaware Business Trust Act and any other applicable law, to each Holder a
Like Amount of 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 less than 30 nor more than 60 days prior to the Liquidation Date
to each Holder of Trust Securities at such Holder's address appearing in the
Securities Register.  All such 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 Debentures; and

        (iii)  provide such information with respect to the mechanics by
     which Holders may exchange Trust Securities Certificates for Debentures,

     or if Section 9.4(d) applies receive a Liquidation Distribution, as the
     Property Trustee and the Administrative Trustees 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 Debentures
to Holders, the Property Trustee, either itself acting as exchange agent or
through the appointment of a separate exchange agent, shall establish a
record date for such distribution (which shall be not more than 45 days prior
to the Liquidation Date) and establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

          (c)  Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will
be issued to Holders of Trust Securities Certificates, upon surrender of such
Trust Securities Certificates to the exchange agent for exchange, (iii) any
Trust Securities Certificates not so surrendered for exchange will be deemed
to represent a Like Amount of Debentures bearing accrued and unpaid interest
in an amount equal to the accumulated and unpaid Distributions on such Trust
Securities Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest or principal
will be made to Holders of Trust Securities Certificates with respect to such
Debentures), and (iv) all rights of Holders holding Trust Securities will
cease, except the right of such Holders to receive Debentures upon surrender
of Trust Securities Certificates.

          (d)  If, upon dissolution of the Trust, 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 Debentures in the manner provided herein is determined by the Property
Trustee not to be practical, or if an Early Termination Event specified in
clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated by
the Property Trustee in such manner as the Property Trustee determines.  In
such event, in connection with the winding-up of the Issuer Trust, Holders
will be entitled to receive out of the assets of the Issuer Trust available
for distribution to Holders, after satisfaction of liabilities to creditors
of the Issuer Trust as provided by Section 3808(e) of the Delaware Business
Trust Act and other applicable law, an amount equal to the Liquidation Amount
per Trust Security plus accumulated and unpaid Distributions thereon to the
date of payment (such amount being the "Liquidation Distribution").  If, upon
any such winding up, 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
Holder of all the Common Securities will be entitled to receive Liquidation
Distributions upon any such winding-up pro rata (determined as aforesaid)
with Holders of Capital Securities, except that, if a Debenture Event of
Default specified in Section 5.1(1) or 5.1(2) of the Indenture 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 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 corporation or other body,
except pursuant to Section 9.4 or this Section 9.5.  At the request of the
Holder of all the Common Securities, with the consent of the Administrative
Trustees, but without the consent of the Holders of the Outstanding Capital
Securities, the Property Trustee and the Delaware Trustee, the Issuer Trust
may merge with or into, consolidate, amalgamate, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided, 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 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 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 that then assigns a rating to the Capital
Securities, (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 Issuer
Trust, (vi) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Issuer Trust has received an Opinion of
Counsel 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 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 its permitted transferee
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least
to the extent provided by the Guarantee Agreement.  Notwithstanding the
foregoing, the Issuer Trust shall not, except with the consent of holders of
all of the Capital Securities, consolidate, amalgamate, merge with or into,
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Issuer Trust or the successor entity to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes.

                                   ARTICLE X

                           MISCELLANEOUS PROVISIONS

          Section 10.1 Limitation of Rights of Holders.

          Except as set forth in Section 9.2, the death, incapacity,
dissolution, termination or bankruptcy of any Person having an interest,
beneficial or otherwise, in Trust Securities shall not operate to annul,
dissolve or terminate this Trust Agreement, nor entitle the legal
representatives, successors 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.

          Section 10.2  Amendment.

          (a)  This Trust Agreement may be amended from time to time by the
Property Trustee, the Administrative Trustees, the Delaware Trustee and the
Holder of the Common Securities, without the consent of the Holders of the
Capital Securities, (i) to cure any ambiguity, correct or supplement any
provision herein that 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, which shall not be inconsistent with the other
provisions of this Trust Agreement, or (ii) to modify, eliminate or add to
any provisions of this Trust Agreement to such extent as shall be necessary
to ensure that the Issuer Trust will not be taxable as a corporation or will
be classified as a grantor trust for United States federal income tax
purposes at all times 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; provided, however, that in either
case (i) or (ii) such action shall not adversely affect in any material
respect the interests of any Holder.

          (b)  Except as provided in Section 10.2(c) hereof, any provision of
this Trust Agreement may be amended by the Property Trustee, the
Administrative Trustees and the Holder of the Common Securities, without the
consent of the Delaware Trustee, and with (i) the consent of Holders of at
least a Majority in Liquidation Amount of the Capital Securities, and
(ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect
that such amendment or the exercise of any power granted to the Issuer
Trustees in accordance with such amendment will not cause the Issuer Trust to
be taxable as a corporation or as other than a grantor trust for United
States federal income tax purposes or affect the Issuer Trust's exemption
from status 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, 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; and
notwithstanding any other provision herein, without the unanimous consent of
the Holders, this paragraph (c) of this Section 10.2 may not be amended.

          (d)  Notwithstanding any other provisions of this Trust Agreement,
no Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement that 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 to be taxable as a corporation or to be classified as other
than a grantor trust for United States Federal income tax purposes.

          (e)  Notwithstanding anything in this Trust Agreement to the
contrary, (i) without the consent of the Depositor and the Administrative
Trustees, this Trust Agreement may not be amended in a manner that imposes
any additional obligation on the Depositor or the Administrative Trustees,
and (ii) without the consent of the Delaware Trustee, this Trust Agreement
may not be amended in a manner that imposes any additional obligation on the
Delaware Trustee.

          (f)  In the event that any amendment to this Trust Agreement is
made, the Administrative Trustees 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 that affects its
own rights, duties or immunities under this Trust Agreement.  The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officer's
Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement.

          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 AND THE ISSUER TRUSTEES WITH RESPECT
TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.  

          To the fullest extent permitted by Delaware law, there shall not be
applicable to the Issuer Trust, the Issuer Trustees or this Trust Agreement
any provisions of law (whether 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 agent 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 acquisition,
holding or disposition of any property, (d) the allocation of receipts and
expenditures between income and principal, (e) restrictions or limitation on
the permissible nature, amount or concentration of trust investment or
requirements relating to the titling, storage or other manner of holding or
investing trust assets, or (f) the establishment of fiduciary or other
standards of responsibility or limitations on the acts or powers of trustees
that are inconsistent (whether more or less restrictive) with this provision.

          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 4.1(a) and 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 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.

          (a)   Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon any Holder or the Depositor may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed,
(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 the Common Securities or the Depositor, to First
Hawaiian, Inc., First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii
96813, Attention: Secretary, facsimile no.: (808) 533-7844, or to such other
address as may be specified in a written notice by the Holder of the Common
Securities or the Depositor, as the case may be, to the Property Trustee. 
Such notice, demand or other communication to or upon a Holder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.  Such notice, demand or other
communication to or upon the Depositor shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the
Depositor.

          (b)  Any notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon the Issuer Trust or any Issuer Trustee 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 the Property Trustee to The First National Bank
of Chicago, One First National Plaza, Suite 0126, Chicago, Illinois 60670-
0126, Attention: Corporate Trust Services Division; (b) with respect to the
Delaware Trustee, to First Chicago Delaware Inc., 300 King Street,
Wilmington, Delaware 19801, Attention: Michael J. Majchrzak; (c) in the case
of the Administrative Trustees, to them at the address above for notices to

the Depositor, marked "Attention: Administrative Trustees of First Hawaiian
Capital I"; and (d) in the case of the Issuer Trust, to its principal
executive office specified in Section 2.2, with a copy to each of the
Property Trustee, the Delaware Trustee and the Administrative Trustees, or,
in each such case, to such other address as may be specified in a written
notice by the applicable Person to the Property Trustee, the Depositor and
the Holders.  Such notice, demand or other communication to or upon the
Property Trustee, the Delaware Trustee, the Administrative Trustees or the
Issuer Trust shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Property Trustee, the Delaware
Trustee, such Administrative Trustees or the Issuer Trust, as the case may
be.

          Section 10.9  Agreement Not to Petition.

          Each of the Issuer Trustees 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 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.  The Property Trustee and the Depositor agree, for the
benefit of Holders, that if the Depositor or any Issuer Trustee takes action
in violation of this Section 10.9, then at the expense of the Depositor, the
Property Trustee or Depositor, as the case may be, 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 Trustees or the Issuer
Trust may assert.

          Section 10.10  Trust Indenture Act; Conflict with Trust Indenture
Act.

          (a)  Except as otherwise expressly provided herein, the Trust
Indenture Act shall apply as a matter of contract to this Trust Agreement for
purposes of interpretation, construction and defining the rights and
obligations hereunder, and this Trust Agreement, the Depositor and the
Property Trustee shall be deemed for all purposes hereof to be subject to and
governed by the Trust Indenture Act to the same extent as would be the case
if this Trust Agreement were qualified under that Act on the date hereof. 
Except as otherwise expressly provided herein, 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.

          (b)  The Property Trustee shall be the only Issuer Trustee that is
a trustee for the purposes of the Trust Indenture Act.

          (c)  The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Trust Securities as equity
securities representing undivided beneficial interests in the assets of the
Issuer Trust.

          Section 10.11  Acceptance of Terms of Trust Agreement, Guarantee
Agreement and Indenture.

          THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL
INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT, THE GUARANTEE AGREEMENT, IF APPLICABLE, THE INDENTURE,
REGISTRATION RIGHTS AGREEMENT, DATED OF EVEN DATE HEREWITH, AMONG THE ISSUER
TRUST, THE DEPOSITOR AND THE PURCHASER NAMED THEREIN AND AN AGREEMENT TO THE
SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE
INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH
HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT
SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND
SUCH HOLDER AND SUCH OTHERS.

          This Trust Agreement 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 executed this Amended
and Restated Trust Agreement as of the day and year first above written.

                                           FIRST HAWAIIAN, INC.,
                                           as Depositor


                                           By:/s/ William B. Johnstone III
                                              ------------------------------
                                              Name: William B. Johnstone III
                                              Title: Assistant Treasurer


                                           THE FIRST NATIONAL BANK OF
                                             CHICAGO,
                                           as Property Trustee


                                           By:/s/ Richard D. Manella
                                              ------------------------------
                                              Name: Richard D. Manella
                                              Title: Vice President


                                           FIRST CHICAGO DELAWARE INC.,
                                           as Delaware Trustee


                                           By:/s/ Richard D. Manella
                                              ------------------------------
                                              Name: Richard D. Manella
                                              Title: Vice President



                                           By:/s/ William B. Johnstone III
                                              ------------------------------
                                              Name: William B. Johnstone III
                                              Title: Administrative Trustee



                                           By:/s/ Thomas P. Huber
                                              ------------------------------
                                              Name: Thomas P. Huber
                                              Title: Administrative Trustee

                                                                     Exhibit A



                            [CERTIFICATE OF TRUST]

                                                                     Exhibit B




                      [CERTIFICATE DEPOSITORY AGREEMENT]

                                                                     Exhibit C




                    [Form of Common Securities Certificate]

 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                                Aggregate Liquidation Amount

       C-                                                   $
         --                                                  --------

                   Certificate Evidencing Common Securities

                                      of

                           First Hawaiian Capital I

                            ___% Common Securities
                (liquidation amount $1,000 per Common Security)

          First Hawaiian Capital I, a statutory business trust created under
the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
[NAME OF HOLDER] (the "Holder") is the registered owner of __________ (____)
common securities (aggregate Liquidation Amount ______________________
($__________) of the Issuer Trust representing common 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 June __, 1997, as
the same may be amended from time to time (the "Trust Agreement"), among
First Hawaiian, Inc., a Delaware corporation, as Depositor, The First
National Bank of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, the Administrative Trustees named therein and the
holders, from time to time, of undivided beneficial interests in the assets
of the Issuer Trust, 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.

          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 Administrative Trustees of the
Issuer Trust has executed this certificate this _____ day of __________,
____.


                                    First Hawaiian Capital I



                                    By:
                                      --------------------------------------
                                        Name:
                                        Title:  Administrative Trustee

                                                                    Exhibit D
                                                                    ---------

                   [Form of Capital Securities Certificate]

                 [If the Capital Securities Certificate is to be a Book-Entry
Capital Securities Certificate, insert---This Capital Securities Certificate
is a Book-Entry Capital Securities Certificate within the meaning of the
Trust Agreement hereinafter referred to and is registered in the name of a
Clearing Agency or a nominee of a Clearing Agency.  This Capital Securities
Certificate is exchangeable for Capital Securities Certificates registered in
the name of a person other than the Clearing Agency or its nominee only in
the limited circumstances described in the Trust Agreement and may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency
or another nominee of the Clearing Agency, except in the limited
circumstances described in the Trust Agreement.

                 Unless this Capital Security Certificate is presented by an
authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to First Hawaiian Capital I or its agent for
registration of transfer, exchange or payment, and any Capital Security
Certificate issued is registered in the name of Cede & Co.  or such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co.  or to such other 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, Cede & Co., has an interest herein.]

                 [IF THE CAPITAL SECURITIES CERTIFICATE IS TO EVIDENCE A
RESTRICTED CAPITAL SECURITY, INSERT -- THIS CAPITAL SECURITY (OR ANY
PREDECESSOR) AND ANY JUNIOR SUBORDINATED DEBENTURES ISSUABLE IN CONNECTION
THEREWITH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS
CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS CAPITAL SECURITY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A,
REGULATION S OR ANOTHER EXEMPTION THEREUNDER.  THE HOLDER OF THIS CAPITAL
SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR
THE BENEFIT OF THE ISSUER TRUST THAT: (I) IT HAS ACQUIRED A "RESTRICTED"
SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT;  (II) IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS CAPITAL SECURITY
EXCEPT (A) TO THE CORPORATION, (B) FOR SO LONG AS THIS CAPITAL SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN  EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
(IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER APPLICABLE
JURISDICTIONS; AND (III) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THIS CAPITAL SECURITY OF THE RESALE
RESTRICTIONS SET FORTH IN (II) ABOVE.  ANY OFFER, SALE, PLEDGE OR OTHER

DISPOSITION PURSUANT TO THE FOREGOING CLAUSE (II)(C) AND (D) IS SUBJECT TO
THE RIGHT OF THE ISSUER OF THIS CAPITAL SECURITY AND THE PROPERTY TRUSTEE FOR
SUCH CAPITAL SECURITIES TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO THEM IN FORM AND SUBSTANCE. 
SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT
CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS
PROVIDED IN THE TRUST AGREEMENT REFERRED TO BELOW.  THE SECURITIES EVIDENCED
HEREBY ARE SUBJECT TO THE TERMS OF A REGISTRATION RIGHTS AGREEMENT, DATED OF
EVEN DATE HEREWITH, AMONG THE ISSUER TRUST, THE DEPOSITOR AND THE PURCHASER
NAMED THEREIN.] 

                 [If the Security is subject to an agreement providing for
the exchange on registration pursuant to the Securities Act, insert --- THE
HOLDER OF THIS CAPITAL SECURITY AND ANY JUNIOR SUBORDINATED DEBENTURES
ISSUABLE IN CONNECTION THEREWITH, IS DEEMED, BY SUCH HOLDER'S ACCEPTANCE OF
THIS SECURITY, TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT, DATED OF EVEN DATE HEREWITH, AMONG THE ISSUER
TRUST, THE DEPOSITOR AND THE PURCHASER NAMED THEREIN.]

                 NO EMPLOYEE BENEFIT OR OTHER PLAN 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 THE ASSETS OF ANY
SUCH PLAN ("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 THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.  DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR
84-14 OR ANOTHER APPLICABLE EXEMPTION APPLIES TO SUCH PURCHASE AND HOLDING
AND HAS COMPLIED WITH ANY REQUEST BY THE CORPORATION OR THE ISSUER TRUST FOR
CONFIRMATION OF THE APPLICABILITY OF PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14
OR, ABSENT SUCH CONFIRMATION, AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH
RESPECT TO THE APPLICABILITY OF ANOTHER EXEMPTION.  ANY PURCHASER OR HOLDER
OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED
TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT EITHER (A) IT IS
NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) THE EXEMPTIVE RELIEF
AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION APPLIES TO SUCH PURCHASE AND HOLDING.

Certificate Number                                Aggregate Liquidation Amount

     P-                                                   $
       --                                                  -------

                          CUSIP NO.  
                                   ------------------

                   Certificate Evidencing Capital Securities

                                      of

                           First Hawaiian Capital I

                      _____% Capital Securities, Series A
               (liquidation amount $1,000 per Capital Security)


                 First Hawaiian Capital I, a statutory business trust created
under the laws of the State of Delaware (the "Issuer Trust"), hereby
certifies that _____________________________ (the "Holder") is the registered
owner of _________________ (____) capital securities (aggregate Liquidation
Amount ____________________ ($________)) of the Issuer Trust representing an
undivided beneficial interest in the assets of the Issuer Trust and
designated the _____% Capital Securities, Series A (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 June __, 1997, as the same may be amended from time
to time (the "Trust Agreement"), among First Hawaiian, Inc. (the
"Corporation"), a Delaware corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware Inc, as Delaware
Trustee, and the Administrative Trustees named therein and the holders, from
time to time, of undivided beneficial interests in the assets of the Issuer
Trust, 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, dated as of June __, 1997 (the "Guarantee Agreement"), entered
into by First Hawaiian, Inc. and The First National Bank of Chicago, as
guarantee trustee, 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.

                 Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.

                 IN WITNESS WHEREOF, one of the Administrative Trustees of
the Issuer Trust has executed this certificate this _____ day of __________,
____.

                                           First Hawaiian Capital I


                                           By: 
                                              ------------------------------
                                              Name:
                                              Title:  Administrative Trustee

                                  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 Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C.  Rule 17Ad-15.

                                                                     Exhibit E
                  [Form of Restricted Securities Certificate]


                       RESTRICTED SECURITIES CERTIFICATE

       (For transfers pursuant to Section 5.5(b) of the Trust Agreement)


[_________________________], 
  as Security Registrar
[address]


                 Re:      _____% Capital Securities, Series A of First
                          Hawaiian Capital I
                          (the "Issuer Trust") (the "Capital Securities")

                 Reference is made to the Amended and Restated Trust
Agreement, dated as of June __, 1997 (the "Trust Agreement"), among First
Hawaiian, Inc., a Delaware corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware
Trustee, and the Administrative Trustees named therein.  Terms used herein
and defined in the Trust Agreement or in Regulation S, Rule 144A or Rule 144
under the U.S.  Securities Act of 1933, as amended (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).  _____________________

                 CURRENTLY IN BOOK-ENTRY FORM:   _____ Yes   _____ No  (check
one)

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".  If the Specified Securities are represented by
a Book-Entry Capital' Securities Certificate, they are held through the
Clearing Agency or a Clearing Agency Participant in the name of the
Undersigned, as or on behalf of the Owner.  If the Specified Securities are
not represented by a Book-Entry Capital Securities Certificate, they are
registered in the name of the Undersigned, as or on behalf of the Owner.

                 The Owner has requested that the Specified Securities be
transferred to another person (the "Transferee").  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, Rule 144 or
another available exemption from registration 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:

                 (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.

                 (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 Issuer
                 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;

                          (D)  no directed selling efforts 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) has elapsed since the date the
                 Specified Securities were acquired from the Depositor or the
                 Issuer Trust or from an affiliate (as such term is defined
                 in Rule 144) of the Depositor or the Issuer 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; or

                          (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 Depositor or
                 the Issuer Trust or from an affiliate (as such term is
                 defined in Rule 144) of the Depositor or the Issuer 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 Issuer Trust.

                 (4)  Other Exemption from Registration.  If the transfer is
         being effected pursuant to an available exemption from registration
         under the Securities Act other than (1), (2) and (3) above:

                          (A)  either (i) the Owner is a "qualified
                 institutional buyer" within the meaning of Rule 144A or (ii)
                 the Owner did not acquire the Specified Securities from the
                 Purchaser when such Capital Securities were initially
                 issued; and

                          (B)  State basis for such other available exemption:

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

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

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

                 This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Issuer Trust and
the Purchaser.



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.)

                           FIRST HAWAIIAN CAPITAL I

             Certain Sections of this Trust Agreement relating to 
                       Sections 310 through 318 of the 
                         Trust Indenture Act of 1939:

Trust Indenture                                                Trust Agreement
Act Section                                                         Section    
- ---------------                                                ---------------
(Section) 310    (a)(1)  . . . . . . . . . . . . . . . . .     8.7
                 (a)(2)  . . . . . . . . . . . . . . . . .     8.7
                 (a)(3)  . . . . . . . . . . . . . . . . .     8.9
                 (a)(4)  . . . . . . . . . . . . . . . . .     2.7(a)(ii)
                 (b) . . . . . . . . . . . . . . . . . . .     8.8
(Section) 311    (a  . . . . . . . . . . . . . . . . . . .     8.13
                 (b) . . . . . . . . . . . . . . . . . . .     8.14
(Section) 312    (a) . . . . . . . . . . . . . . . . . . .     5.8
                 (b) . . . . . . . . . . . . . . . . . . .     5.8
                 (c) . . . . . . . . . . . . . . . . . . .     5.8
(Section) 313    (a) . . . . . . . . . . . . . . . . . . .     8.15(a)
                 (a)(4)  . . . . . . . . . . . . . . . . .     8.15(b)
                 (b) . . . . . . . . . . . . . . . . . . .     8.15(b)
                 (c) . . . . . . . . . . . . . . . . . . .     10.8
                 (d) . . . . . . . . . . . . . . . . . . .     8.15(c)
(Section) 314    (a) . . . . . . . . . . . . . . . . . . .     8.16
                 (b) . . . . . . . . . . . . . . . . . . .     Not Applicable
                 (c)(1)  . . . . . . . . . . . . . . . . .     8.17
                 (c)(2)  . . . . . . . . . . . . . . . . .     8.17
                 (c)(3)  . . . . . . . . . . . . . . . . .     Not Applicable
                 (d) . . . . . . . . . . . . . . . . . . .     Not Applicable
                 (e) . . . . . . . . . . . . . . . . . . .     1.1, 8.17
(Section) 315    (a) . . . . . . . . . . . . . . . . . . .     8.1(a), 8.3(a)
                 (b) . . . . . . . . . . . . . . . . . . .     8.2, 10.9
                 (c) . . . . . . . . . . . . . . . . . . .     8.1(a)
                 (d) . . . . . . . . . . . . . . . . . . .     8.1, 8.3
                 (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)  . . . . . . . . . . . . . . . . .     Not Applicable
                 (b) . . . . . . . . . . . . . . . . . . .     5.10
(Section) 318    (a) . . . . . . . . . . . . . . . . . . .     10.10
            
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed
to be a part of the Trust Agreement.


                                                                   EXHIBIT 4.6



   =========================================================================





                              GUARANTEE AGREEMENT

                                    between


                             FIRST HAWAIIAN, INC.,
                                 as Guarantor


                                      and


                      THE FIRST NATIONAL BANK OF CHICAGO,
                             as Guarantee Trustee


                                  relating to

                           First Hawaiian Capital I



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

                           Dated as of June 30, 1997

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



   =========================================================================

                            CROSS-REFERENCE TABLE* 


Section of 
Trust Indenture Act                                           Section of
of 1939, as amended                                      Guarantee Agreement  
- -------------------                                     -------------------

310(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   4.1(a)
310(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   4.1(c), 2.8
310(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .   Inapplicable
311(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(b)
311(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(b)
311(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .   Inapplicable
312(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(a)
312(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.2(b)
313.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.3
314(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.4
314(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   Inapplicable
314(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.5
314(d). . . . . . . . . . . . . . . . . . . . . . . . . . . .   Inapplicable
314(e). . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.1, 2.5, 3.2
314(f). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1, 3.2
315(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   3.1(d)
315(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.7
315(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .   3.1
315(d). . . . . . . . . . . . . . . . . . . . . . . . . . . .   3.1(d)
316(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.1, 2.6, 5.4
316(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   5.3
316(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .   8.2
317(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   Inapplicable
317(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   Inapplicable
318(a). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1(b)
318(b). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1
318(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1(a)
                
*    This Cross-Reference Table does not constitute part of the Guarantee
     Agreement and shall not affect the interpretation of any of its terms or
     provisions. 

                               TABLE OF CONTENTS

                                                                          Page

                                   ARTICLE I

                                  Definitions . . . . . . . . . . . . . .    1
        Section 1.1   Definitions   . . . . . . . . . . . . . . . . . . .    1

                                  ARTICLE II

                              Trust Indenture Act . . . . . . . . . . . .    4
        Section 2.1   Trust Indenture Act; Application  . . . . . . . . .    4
        Section 2.2   List of Holders   . . . . . . . . . . . . . . . . .    5
        Section 2.3   Reports by the Guarantee Trustee  . . . . . . . . .    5
        Section 2.4   Periodic Reports to the Guarantee Trustee   . . . .    5
        Section 2.5   Evidence of Compliance with Conditions
                         Precedent  . . . . . . . . . . . . . . . . . . .    5
        Section 2.6   Events of Default; Waiver   . . . . . . . . . . . .    6
        Section 2.7   Event of Default; Notice  . . . . . . . . . . . . .    6
        Section 2.8   Conflicting Interests   . . . . . . . . . . . . . .    6

                                  ARTICLE III

              Powers, Duties and Rights of the Guarantee Trustee  . . . .    6
        Section 3.1   Powers and Duties of the Guarantee Trustee  . . . .    6
        Section 3.2   Certain Rights of Guarantee Trustee   . . . . . . .    8
        Section 3.3   Compensation; Indemnity; Fees   . . . . . . . . . .    9

                                  ARTICLE IV

                               Guarantee Trustee  . . . . . . . . . . . .   10
        Section 4.1   Guarantee Trustee; Eligibility  . . . . . . . . . .   10
        Section 4.2   Appointment, Removal and Resignation of the
                         Guarantee Trustee  . . . . . . . . . . . . . . .   10

                                   ARTICLE V

                                   Guarantee  . . . . . . . . . . . . . .   11
        Section 5.1   Guarantee   . . . . . . . . . . . . . . . . . . . .   11
        Section 5.2   Waiver of Notice and Demand   . . . . . . . . . . .   11
        Section 5.3   Obligations Not Affected  . . . . . . . . . . . . .   11
        Section 5.4   Rights and Obligations of Holders   . . . . . . . .   12
        Section 5.5   Guarantee of Payment  . . . . . . . . . . . . . . .   13
        Section 5.6   Subrogation   . . . . . . . . . . . . . . . . . . .   13
        Section 5.7   Independent Obligations   . . . . . . . . . . . . .   13

                                  ARTICLE VI

                          Covenants and Subordination . . . . . . . . . .   13
        Section 6.1   Subordination   . . . . . . . . . . . . . . . . . .   13
        Section 6.2   Pari Passu Guarantees   . . . . . . . . . . . . . .   14

                                  ARTICLE VII

                                  Termination . . . . . . . . . . . . . .   14
        Section 7.1   Termination   . . . . . . . . . . . . . . . . . . .   14

                                 ARTICLE VIII

                                 Miscellaneous  . . . . . . . . . . . . .   14
        Section 8.1   Successors and Assigns  . . . . . . . . . . . . . .   14
        Section 8.2   Amendments  . . . . . . . . . . . . . . . . . . . .   14
        Section 8.3   Notices   . . . . . . . . . . . . . . . . . . . . .   15
        Section 8.4.  Benefit   . . . . . . . . . . . . . . . . . . . . .   15
        Section 8.5.  Governing Law   . . . . . . . . . . . . . . . . . .   15
        Section 8.6.  Counterparts  . . . . . . . . . . . . . . . . . . .   16

          GUARANTEE AGREEMENT, dated as of June 30, 1997, between FIRST
HAWAIIAN, INC., a Delaware corporation (the "Guarantor"), having its
principal office at First Hawaiian Center, 999 Bishop Street, Honolulu,
Hawaii  96813 and THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Trust Securities (as
defined herein) of First Hawaiian Capital I, a Delaware statutory business
trust (the "Issuer Trust").

                          Recitals of the Corporation

          Whereas, pursuant to an Amended and Restated Trust Agreement, dated
as of June 30, 1997, among First Hawaiian, Inc., as Depositor, The First
National Bank of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, and the Administrative Trustees named therein, the
Issuer Trust is issuing $100,000,000 aggregate Liquidation Amount (as defined
in the Trust Agreement) of its 8.343% Capital Securities, Series A
(liquidation amount $1,000 per capital security) (the "Capital Securities"),
representing undivided beneficial interests in the assets of the Issuer Trust
and having the terms set forth in the Trust Agreement; and

          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 Debentures (as defined in the Trust Agreement) of the Guarantor,
which Debentures will be deposited with The First National Bank of Chicago,
as Property Trustee under the Trust Agreement, as trust assets; and

          Whereas, as an incentive for the Holders to purchase Trust
Securities, the Guarantor desires irrevocably and unconditionally to agree,
to the extent set forth herein, to pay to the Holders of the Trust Securities
the Guarantee Payments (as defined herein) on the terms and conditions set
forth herein.

          Now, Therefore, in consideration of the purchase of Trust
Securities by each Holder, which purchase the Guarantor hereby acknowledges
will benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time.


                                   ARTICLE I

                                  Definitions

          Section 1.1  Definitions.

          For all purposes of this Guarantee 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)  All accounting terms used but not defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles;

          (d)  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 Guarantee Agreement; and

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

          "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.

          "Board of Directors" means the board of directors of the Guarantor
or the Executive Committee of the board of directors of the Guarantor (or any
other committee of the board of directors of the Guarantor performing similar
functions) or a committee designated by the board of directors of the
Guarantor (or such committee), comprised of two or more members of the board
of directors of the Guarantor or officers of the Guarantor, or both.

          "Capital Securities" has the meaning specified in the recitals to
this Guarantee Agreement.

          "Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer Trust.

          "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 Trust 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 Trust Securities, to the extent the Issuer Trust shall have funds on
hand available therefor at such time; (ii) the Redemption Price (as defined
in the Trust Agreement) with respect to any Trust Securities called for
redemption by the Issuer Trust, to the extent the Issuer Trust shall have
funds on hand available therefor at such time; and (iii) upon a voluntary or
involuntary dissolution, winding-up or liquidation of the Issuer Trust,
unless Debentures are distributed to the Holders, the lesser of (a) the
Liquidation Distribution (as defined in the Trust Agreement) with respect to
the Trust Securities, and (b) the amount of assets of the Issuer Trust
remaining available for distribution to Holders on liquidation of the Issuer

Trust after satisfaction of liabilities to creditors of the Issuer Trust as
required by applicable law.

          "Guarantee Trustee" means The First National Bank of Chicago,
solely in its capacity as Guarantee Trustee and not in its individual
capacity, 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" has the meaning specified in the first paragraph of
this Guarantee Agreement.

          "Holder" means any Holder (as defined in the Trust Agreement) of
any Trust Securities; provided, however, that in determining whether the
holders of the requisite percentage of Trust 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; and provided further, that in determining whether the
Holders of the requisite liquidation amount of Trust Securities have voted on
any matter provided for in this Guarantee, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Trust
Securities remain in the form of one or more Global Certificates (as defined
in the Trust Agreement), the term "Holders" shall mean the holder of the
Global Certificate acting at the direction of the beneficial holders of the
securities.

          "Indenture" means the Junior Subordinated Indenture, dated as of
June 30, 1997, between First Hawaiian, Inc. and The First National Bank of
Chicago, as trustee, as the same may be modified, amended or supplemented
from time to time pursuant to which the Debentures are to be issued to the
Property Trustee (as defined in the Trust Agreement) of the Issuer Trust.

          "Issuer Trust" has the meaning specified in the first paragraph of
this Guarantee Agreement.

          "List of Holders" has the meaning specified in Section 2.2(a).

          "Majority in Liquidation Amount of the Trust Securities" means,
except as provided by the Trust Indenture Act, Trust Securities representing
more than 50% of the aggregate Liquidation Amount (as defined in the Trust
Agreement) of all Trust Securities then Outstanding (as defined in the Trust
Agreement).  

          "Officer's Certificate" means a certificate signed by the Chairman,
a Vice Chairman of the Board of Directors of the Guarantor, the President,
one of the Vice Presidents of the Guarantor, or the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Guarantor, and
delivered to the Guarantee Trustee.  Any Officer's Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Guarantee Agreement shall include:

          (a)  a statement by each officer signing the Officer's 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 Officer's
     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, company, limited liability company, trust, business trust,
unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

          "Responsible Officer" means, with respect to the Guarantee Trustee,
any Senior Vice President, any Vice President, any Assistant Vice President,
the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Trust Officer or Assistant Trust Officer or any other officer
of the Corporate Trust Office of the Guarantee Trustee and also means, with
respect to a particular matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

          "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

          "Trust Agreement" means the Amended and Restated Trust Agreement of
the Issuer Trust referred to in the recitals to this Guarantee Agreement, as
modified, amended or supplemented from time to time.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Guarantee Agreement was executed;
provided, however, that if the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "Trust Securities" means the Capital Securities in the Common
Securities.

          "Vice President," when used with respect to the Guarantor, 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."


                                  ARTICLE II

                              Trust Indenture Act

          Section 2.1  Trust Indenture Act; Application.

          Except as otherwise expressly provided herein, the Trust Indenture
Act shall apply as a matter of contract to this Guarantee Agreement for
purposes of interpretation, construction and defining the rights and

obligations hereunder, and this Guarantee Agreement, the Guarantor and the
Guarantee Trustee shall be deemed for all purposes hereof to be subject to
and governed by the Trust Indenture Act to the same extent as would be the
case if this Guarantee Agreement were qualified under that Act on the date
hereof.  Except as otherwise expressly provided herein, 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. 

          Section 2.2  List of Holders.

          (a)  The Guarantor shall furnish or cause to be furnished to the
Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of
each year, a list, in such form as the Guarantee Trustee may reasonably
require, of the names and addresses of the Holders (a "List of Holders") as
of a date not more than 15 days prior to the delivery thereof, and (b) 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
Holders as of a date not more than 15 days prior to the time such list is
furnished, in each case to the extent such information is in the possession
or control of the Guarantor and has not otherwise been received by the
Guarantee Trustee in its capacity as such.  The Guarantee Trustee may destroy
any List of Holders previously given to it on receipt of a new List of
Holders.

          (b)  The Guarantee Trustee shall comply with the requirements of
Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

          Section 2.3  Reports by the Guarantee Trustee.

          Not later than 60 days following May 15 of each year, commencing
May 15, 1998, the Guarantee Trustee shall provide to the Holders such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the
form and in the manner provided by Section 313 of the Trust Indenture Act. 
If this Guarantee Agreement shall have been qualified under the Trust
Indenture Act, the Guarantee Trustee shall also comply with the requirements
of Section 313(d) of the Trust Indenture Act.

          Section 2.4  Periodic Reports to the Guarantee Trustee.

          The Guarantor shall provide to the Guarantee Trustee and the
Holders such documents, reports and information, if any, as required by
Section 314 of the Trust Indenture Act and the compliance certificate
required by Section 314 of the Trust Indenture Act, in the form, in the
manner and at the times required by Section 314 of the Trust Indenture Act,
provided that such documents, reports and information shall not be required
to be provided to the Securities and Exchange Commission unless this
Guarantee Agreement shall have been qualified under the Trust Indenture Act.

          Section 2.5  Evidence of Compliance with Conditions Precedent.

          The Guarantor shall provide to the Guarantee Trustee such evidence
of compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act.  Any certificate or opinion required to be
given by an officer of the Guarantor pursuant to Section 314(c)(1) may be
given in the form of an Officer's Certificate.

          Section 2.6  Events of Default; Waiver.

          The Holders of at least a Majority in Liquidation Amount of the
Capital Securities may, by vote, on behalf of the Holders of all the Capital
Securities, waive any past default or Event of Default and its consequences. 
Upon such waiver, any such default or Event of Default shall cease to exist,
and any default or 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 thereon.

          Section 2.7  Event of Default; Notice.

          (a)  The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to a Responsible Officer of
the Guarantee Trustee, transmit by mail, first class postage prepaid, to the
Holders, notice of any such Event of Default, unless such Event of Default
has 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 the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained actual knowledge, of such Event of
Default.

          Section 2.8  Conflicting Interests.

          The Trust Agreement and the Indenture shall be deemed to be
specifically described in this Guarantee Agreement for the purposes of clause
(i) of the first proviso contained in Section 310(b) of the Trust Indenture
Act.


                                  ARTICLE III

              Powers, Duties and Rights of the Guarantee Trustee

          Section 3.1  Powers and Duties of the Guarantee Trustee.

          (a) This Guarantee Agreement shall be held by the Guarantee Trustee
for the benefit of the Holders, and the Guarantee Trustee shall not transfer
this Guarantee Agreement to any Person except to a Successor Guarantee
Trustee on acceptance by such Successor Guarantee Trustee of its appointment
to act as 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 undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee.  If an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee Agreement, and use the
same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her
own affairs.

          (d)  No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action,
its own negligent failure to act or its own wilful 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

                    (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.

         (iv)  Subject to Section 3.1(b), 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 reasonably assured
     to it under the terms of this Guarantee Agreement or adequate indemnity
     against such risk or liability is not reasonably assured to it.

          Section 3.2  Certain Rights of Guarantee Trustee.

          (a)  Subject to the provisions of Section 3.1:

          (i)  The Guarantee Trustee may 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.

         (ii)  Any direction or act of the Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officer's
     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 rely upon an Officer's 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
     written advice or 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 or their 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 adequate 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; provided that nothing contained in
     this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee,
     upon the occurrence of an Event of Default, of its obligation to
     exercise the rights and powers vested in it by this Guarantee Agreement.

         (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 misconduct or negligence on the part of any such
     agent or attorney appointed by it with due care hereunder.

       (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, (B) may refrain from enforcing such remedy or right or taking
     such other action until such instructions are received, and (C) shall be
     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; Indemnity; Fees.

          The Guarantor agrees:

          (a)  to pay to the Guarantee Trustee from time to time such
     reasonable compensation for all services rendered by it hereunder as may
     be agreed by the Guarantor and the Guarantee Trustee 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)  except as otherwise expressly provided herein, 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 (including the
     reasonable compensation and the expenses and disbursements of its agents
     and counsel), except any such expense, disbursement or advance as may be
     attributable to its negligence or bad faith; and

          (c)  to indemnify the Guarantee Trustee for, and to hold it
     harmless against, any loss, liability or expense incurred without
     negligence, wilful 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.

          The provisions of this Section 3.3 shall survive the termination of
this Guarantee Agreement or the resignation or removal of the Guarantee
Trustee.


                                  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 a national or state chartered bank and
     eligible pursuant to the Trust Indenture Act to act as such, and that
     has at the time of such appointment securities rated in one of the three
     highest rating categories by a nationally recognized statistical rating
     organization and a combined capital and surplus of at least $50,000,000,
     and shall be a corporation meeting the requirements of Section 310(a) of
     the Trust Indenture Act and subject to supervision or examination by
     Federal, State, Territorial or District of Columbia authority.  If such
     corporation publishes reports of condition at least annually, pursuant
     to law or to the requirements of its supervising or examining authority,
     then, for the purposes of this Section 4.1 and to the extent permitted
     by the Trust Indenture Act, the combined capital and surplus of such
     corporation shall be deemed to be its combined capital and surplus as
     set forth in its most recent report of condition so published.

          (b)  If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2.

          (c)  If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act,
the Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

          Section 4.2  Appointment, Removal and Resignation of the Guarantee
Trustee.

          (a)  Subject to Section 4.2(c), the Guarantee Trustee may be
appointed or removed at any time by the Guarantor.

          (b)  Subject to Section 4.2(c), the Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by giving
written notice thereof to the Holders and the Guarantor and by appointing a
successor Guarantee Trustee.

          (c)  The Guarantee Trustee appointed hereunder shall hold office
until a Successor Guarantee Trustee shall have been appointed and shall have
accepted such appointment.  No removal or resignation of a Guarantee Trustee
shall be effective until a Successor Guarantee Trustee has been appointed and
has accepted such appointment by written instrument executed by such
Successor Guarantee Trustee and delivered to the Guarantor and, in the case
of any resignation, the resigning Guarantee Trustee.

          (d)  If the Guarantee Trustee shall resign, be removed or become
incapable of acting as Guarantee Trustee and a replacement shall not be
appointed prior to such resignation or removal, or if a vacancy shall occur
in the office of Guarantee Trustee for any reason, and no Successor Guarantee
Trustee shall have been appointed and accepted appointment as provided in
this Section 4.2 within 60 days after delivery to the Holders and the
Guarantor of a notice of resignation, the resigning Guarantee Trustee may
petition, at the expense of the Guarantor, any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee.  Such court
may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint 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 that 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.

          Section 5.2  Waiver of Notice and Demand.

          The Guarantor hereby waives notice of acceptance of this 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.  Notwithstanding
anything to the contrary herein, the Guarantor retains all of its rights
under the Indenture to (i) extend the interest payment period on the
Debentures and the Guarantor shall not be obligated hereunder to make any
Guarantee Payments during any Extended Interest Payment Period (as defined in
the Indenture) with respect to the Distributions (as defined in the
Declaration) on the Securities, and (ii) change the maturity date of the
Debentures to the extent permitted by the Indenture.

          Section 5.3  Obligations Not Affected.

          The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

          (a)  the release or waiver, by operation of law or otherwise (other
     than by Act (as defined in the Trust Agreement) of the Holders), 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 Debentures as provided in the Indenture),
     Redemption Price (as defined in the Indenture), 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,
     receivership, insolvency, bankruptcy, assignment for the benefit of
     creditors, reorganization, arrangement, composition or readjustment of
     debt of, or other similar proceedings affecting, the Issuer Trust or any
     of the assets of the Issuer Trust;

          (e)  any invalidity of, or defect or deficiency in, the Capital
     Securities;

          (f)  the settlement or compromise of any obligation guaranteed
     hereby or hereby incurred; or

          (g)  any other circumstance whatsoever that might otherwise
     constitute a legal or equitable discharge or defense of a guarantor
     (other than payment of the underlying obligation), it being the intent
     of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the
foregoing.

          Section 5.4  Rights and Obligations 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 Trust Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee Agreement or
exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and (iv) in the event that the Guarantor has failed to
make a Guarantee Payment, any Holder may, subject to Section 6.2, 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.


          [If the security is subject to an agreement providing for the
exchange on registration pursuant to the Securities Act, insert --- THE
HOLDER OF THIS GUARANTEE IS DEEMED, BY SUCH HOLDER'S ACCEPTANCE OF THE
GUARANTEE, TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT, DATED OF EVEN DATE HEREWITH, AMONG THE ISSUER TRUST, FIRST
HAWAIIAN, INC., AS THE DEPOSITOR, AND THE PURCHASERS NAMED THEREIN.


          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 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.

          Section 5.7  Independent Obligations.

          The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer Trust with respect to the
Capital Securities and that the Guarantor shall be liable as principal and as
debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee Agreement notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 5.3 hereof.


                                  ARTICLE VI

                          Covenants and Subordination

          Section 6.1  Subordination.

          The obligations of the Guarantor under this Guarantee Agreement
will constitute unsecured obligations of the Guarantor and will rank
subordinate and junior in right of payment to all Senior Indebtedness (as
defined in the Indenture) of the Guarantor to the extent and in the manner
set forth in the Indenture with respect to the 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 (as defined in the Indenture)
of the Guarantor.

          Section 6.2  Pari Passu Guarantees.

          The obligations of the Guarantor under this Guarantee Agreement
shall rank pari passu with the obligations of the Guarantor under (i) any
similar guarantee agreements issued by the Guarantor on behalf of the holders
of preferred or capital securities issued by any Issuer Trust (as defined in
the Indenture); (ii) the Indenture and the Securities (as defined therein)
issued thereunder; and (iii) any other security, guarantee or other agreement
or obligation that is expressly stated to rank pari passu with the
obligations of the Guarantor under this Guarantee Agreement or with any
obligation that ranks 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 (as defined in the
Trust Agreement) of all Capital Securities, (ii) the distribution of
Debentures to the Holders in exchange for all of the Capital Securities, or
(iii) full payment of the amounts payable in accordance with Article IX of
the Trust Agreement upon liquidation of the Issuer Trust.  Notwithstanding
the foregoing, this Guarantee Agreement will continue to be effective or will
be reinstated, as the case may be, if at any time any Holder is required to
repay any sums paid with respect to Capital Securities or this Guarantee
Agreement.


                                 ARTICLE VIII

                                 Miscellaneous

          Section 8.1  Successors and Assigns.

          All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives
of the Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding.  Except in connection with a consolidation,
merger or sale involving the Guarantor that is permitted under Article VIII
of the Indenture and pursuant to which the successor or assignee agrees in
writing to perform the Guarantor's obligations hereunder, the Guarantor shall
not assign its obligations hereunder, and any purported assignment other than
in accordance with this provision shall be void.

          Section 8.2  Amendments.

          Except with respect to any changes that do not adversely affect the
rights of the Holders in any material respect (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, and actions taken by written
consent of the Holders shall apply to the giving of such approval.

          Section 8.3  Notices.

          (a)  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, by facsimile or first class mail as
follows:

          (i)  if given to the Guarantor, to the address or facsimile number
     set forth below or such other address or facsimile number as the
     Guarantor may give notice to the Guarantee Trustee and the Holders:

                    First Hawaiian, Inc.
                    First Hawaiian Center
                    999 Bishop Street
                    Honolulu, Hawaii  96813
                    Attention:  Treasurer
                    Facsimile:  (808) 533-7844

         (ii)  if given to the Guarantee Trustee, at the address or facsimile
     number set forth below or such other address or facsimile number as the
     Guarantee Trustee may give notice to the Guarantor and the Holders:

                    The First National Bank of Chicago
                    One First National Plaza
                    Suite 0126
                    Chicago, Illinois  60670-0126
                    Attention:  Corporate Trust Services Division
                    Facsimile:  (312) 407-1708

        (iii)  if given to any Holder, in the manner set forth in Section
     10.8 of the Trust Agreement.

          (b)  All notices hereunder shall be deemed to have been given when
received in person, by facsimile 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, provided
that any notice given as provided in Section 8.3(a)(iii) shall be deemed to
have been given at the time specified in Section 10.8 of the Trust Agreement.

          Section 8.4.  Benefit.

          This Guarantee Agreement is solely for the benefit of the Holders
and is not separately transferable from the Trust Securities.

          Section 8.5.  Governing Law.

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

          Section 8.6.  Counterparts.

          This Guarantee Agreement 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 Guarantee
Agreement to be duly executed all as of the day and year first above written.


                                           FIRST HAWAIIAN, INC.,
                                            as Guarantor


                                           By:/s/ William B. Johnstone III 
                                              ------------------------------
                                              Name: William B. Johnstone III
                                              Title: Assistant Treasurer


                                           THE FIRST NATIONAL BANK OF
                                              CHICAGO, 
                                              as Guarantee Trustee


                                           By:/s/ Richard D. Manella 
                                              ------------------------------
                                              Name: Richard D. Manella
                                              Title: Vice President

                                                                  EXHIBIT 4.7

                         REGISTRATION RIGHTS AGREEMENT


    REGISTRATION  RIGHTS   AGREEMENT,  dated   as  of   June 30,  1997   (this
"Agreement"),  among  FIRST  HAWAIIAN,  INC.,  a  Delaware  corporation   (the
"Company"),  FIRST HAWAIIAN  CAPITAL I,  a Delaware  statutory  business trust
(the "Issuer Trust"), and GOLDMAN, SACHS & CO., as  the initial purchaser (the
"Initial Purchaser") of the 8.343%  Capital Securities, Series A of the Issuer
Trust, which are guaranteed by the Company.

    1. Certain Definitions.

    For purposes of  this Registration Rights  Agreement, the following  terms
shall have the following respective meanings:

         (a)  "Administrative Trustees" means  the Administrative  Trustees for
    the Issuer Trust under the Trust Agreement.

         (b) "Capital Securities" means  the 8.343% Capital  Securities, Series
    A, Liquidation Amount $1,000 per Capital Security, to  be issued under the
    Trust Agreement and  sold by the  Issuer Trust to  the Initial  Purchaser,
    and securities issued in  exchange therefor, other than Debentures,  or in
    lieu thereof pursuant to the Trust Agreement.

         (c)  "Closing Date" means the date on which the Capital Securities are
    initially issued.

         (d) "Commission" means the Securities  and Exchange Commission, or any
    other federal agency  at the time  administering the Exchange  Act or  the
    Securities Act,  whichever  is the  relevant  statute for  the  particular
    purpose.

         (e) "Debentures"  means  the  8.343%  Junior  Subordinated  Deferrable
    Interest Debentures  due July 1, 2027  of the Company  to be issued  under
    the  Indenture,  and securities  issued in  exchange  therefor or  in lieu
    thereof pursuant to the Indenture.

         (f) "Effective Time", in the case of (i) an Exchange  Offer, means the
    time  and date  as  of which  the Commission  declares the  Exchange Offer
    Registration Statement  effective  or  as  of  which  the  Exchange  Offer
    Registration  Statement  otherwise  becomes  effective  and  (ii) a  Shelf
    Registration, means the time  and date as of which the Commission declares
    the Shelf Registration  effective or  as of which  the Shelf  Registration
    otherwise becomes effective.

         (g) "Exchange  Act" means the Securities Exchange Act  of 1934, or any
    successor thereto, as the same shall be amended from time to time.

         (h)  "Exchange  Offer"  has the  meaning  assigned thereto  in Section
    2(a).

         (i) "Exchange Offer  Registration Statement" has the meaning  assigned
    thereto in Section 2(a).


         (j)  "Exchange  Registration"  has  the  meaning  assigned  thereto in
    Section 3(f).

         (k) "Exchange Securities" has the meaning assigned thereto in  Section
    2(a).

         (l) "Guarantee" means the guarantee  of the Capital Securities  by the
    Company under  the Guarantee Agreement, dated as of June 30, 1997, between
    the Company and The First National Bank of Chicago, as Guarantee Trustee.

         (m) "Holder" means the  Initial Purchaser for  so long as it  owns any
    Registrable Securities,  and such of its respective successors and assigns
    who  acquire Registrable  Securities, directly  or  indirectly, from  such
    person  or from any successor or  assign of such person,  in each case for
    so long as such person owns any Registrable Securities.

         (n) "Indenture" means the  Junior Subordinated Indenture, dated as  of
    June  30,  1997, between  the  Company  and  The First  National  Bank  of
    Chicago, as Trustee, as the same shall be amended from time to time.

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

         (p)  "Person"   means   a   corporation,   association,   partnership,
    organization, business,  individual, government  or political  subdivision
    thereof or governmental agency.

         (q) "Registrable Securities" means the  Securities; provided, however,
    that such  Securities shall cease to be Registrable Securities when (i) in
    the  circumstances contemplated  by Section 2(a)  hereof, such  Securities
    have been  exchanged  for  Exchange Securities  in  an Exchange  Offer  as
    contemplated  in  Section  2(a) (provided  that  any  Exchange  Securities
    received  by  a  broker-dealer  in  an  Exchange  Offer  in  exchange  for
    Registrable  Securities  that  were  not  acquired  by  the  broker-dealer
    directly from  the Company will also be Registrable Securities through and
    including the  earlier  of  the 180th  day  after the  Exchange  Offer  is
    completed or such  time as such broker-dealer no longer owns such Exchange
    Securities); (ii)  in the  circumstances contemplated by  Section 2(b),  a
    registration statement registering  such Securities  under the  Securities
    Act  has been declared or becomes  effective and such Securities have been
    sold  or  otherwise transferred  by the  holder  thereof pursuant  to such
    effective registration statement; (iii) such  Securities are sold pursuant
    to Rule  144  under  circumstances  in  which any  legend  borne  by  such
    Securities relating to restrictions on  transferability thereof, under the
    Securities Act  or otherwise, is  removed or such  Securities are eligible
    to be sold pursuant to paragraph (k) of Rule 144; or (iv)  such Securities
    shall cease to be outstanding.

         (r)  "Registration  Default"  has  the  meaning  assigned  thereto  in
    Section 2(c).


         (s) "Registration Default  Interest" has the meaning assigned  thereto
    in Section 2(c).

         (t)  "Registration Default  Distributions"  has the  meaning  assigned
    thereto in Section 2(c).

         (u)  "Registration  Expenses"  has the  meaning  assigned  thereto  in
    Section 4.

         (v)   "Resale  Period"  has the  meaning  assigned thereto  in Section
    2(a).

         (w)  "Restricted Holder"  means (i) a holder  that is  an affiliate of
    the  Company within the  meaning of Rule  405, (ii) a holder  who acquires
    Exchange  Securities  outside   the  ordinary  course  of   such  holder's
    business,  (iii) a holder who has  arrangements or understandings with any
    person  to  participate  in   the  Exchange  Offer  for  the   purpose  of
    distributing  Exchange Securities,  or (iv) a  broker-dealer who  receives
    Securities for its  own account but  did not acquire  the Securities as  a
    result of market-making activities or other trading activities.

         (x)   "Rule 144," "Rule 405" and "Rule 415"  means, in each case, such
    rule promulgated under the Securities Act.

         (y)  "Securities"  means, collectively,  the  Capital  Securities, the
    Guarantee and the Debentures.  

         (z) "Securities Act" means the Securities Act of 1933.

         (aa) "Shelf Registration" has the meaning assigned thereto in  Section
    2(b).

         (ab)   "Trust  Agreement"  means   the  Amended   and  Restated  Trust
    Agreement, dated as  of June 30,  1997, among the  Company, as  Depositor,
    The First National  Bank of  Chicago, as Property  Trustee, First  Chicago
    Delaware Inc., as Delaware Trustee, and the Administrative Trustees.

         (ac) "Trust Indenture Act"  means the Trust Indenture Act  of 1939, or
    any successor  thereto, and the  rules, regulations and  forms promulgated
    thereunder, all as the same shall be amended from time to time.

         (ad) "Trust  Securities" means, collectively, the Common Securities to
    be  issued under  the  Trust  Agreement to  the  Company and  the  Capital
    Securities.

         Unless  the  context otherwise  requires,  any reference  herein to  a
"Section" or "clause"  refers to a Section  or clause, as the case may  be, of
this Agreement,  and the words  "herein," "hereof" and  "hereunder" and  other
words of similar  import refer to  this Agreement as  a whole  and not to  any
particular  Section  or  other   subdivision.  Unless  the  context  otherwise
requires, any  reference to a statute,  rule or regulation refers  to the same
(including any  successor statute, rule  or regulation  thereto) as it  may be
amended from time to time.


    2. Registration Under the Securities Act.

    (a)   Except as  set forth  in Section  2(b), the  Company and  the Issuer
Trust agree to use their reasonable best efforts to  file under the Securities
Act within 150  days after  the Closing  Date, a  registration statement  (the
"Exchange  Offer Registration  Statement")  relating to  an offer  to exchange
(the  "Exchange Offer")  any and all  of the  Securities for  a like aggregate
amount of capital securities issued  by the Issuer Trust and guaranteed by the
Company and  underlying junior subordinated deferrable  interest debentures of
the  Company, which capital securities, guarantee and debentures have the same
terms  as   the  Capital  Securities,   the  Guarantee  and   the  Debentures,
respectively (and are entitled to the benefits of trust  indentures which have
been  qualified under  the Trust  Indenture Act), except  that they  have been
registered  pursuant   to  an  effective  registration   statement  under  the
Securities Act,  do not contain restrictions  on transfers and  do not contain
provisions  for   the  additional   interest  and   additional   distributions
contemplated in  Section 2(c)  below (such  new securities  hereinafter called
"Exchange Securities").  The Company  and the Issuer Trust agree to  use their
reasonable  best efforts to cause the Exchange Offer Registration Statement to
become effective under the  Securities Act within  180 days after the  Closing
Date. The  Exchange Offer will be  registered under the Securities  Act on the
appropriate form and will  comply with all applicable  tender offer rules  and
regulations  under the Exchange Act. The Company  and the Issuer Trust further
agree  to  use their  reasonable  best efforts  to commence  and  complete the
Exchange Offer promptly  after the Exchange  Offer Registration Statement  has
become  effective, hold  the Exchange  Offer  open for  at least  30  days (or
longer  if  required by  applicable  law)  and  Exchange  Securities  for  all
Securities  that have been properly tendered and  not withdrawn on or prior to
the  expiration of  the  Exchange Offer.  The Exchange  Offer  will be  deemed
completed  only  if the  Exchange  Securities received  by holders  other than
Restricted Holders  in the Exchange  Offer for Securities  are, upon  receipt,
transferable  by each such  holder without restriction imposed  thereon by the
Securities Act or  the Exchange Act and without material  restrictions imposed
thereon  by the blue sky or  securities laws of a  substantial majority of the
States  of the United States of America. The Exchange Offer shall be deemed to
have been completed  upon the Company  and the Issuer Trust  having exchanged,
pursuant  to the Exchange  Offer, Exchange Securities for  all Securities that
have been properly  tendered and  not withdrawn before  the expiration of  the
Exchange Offer, which shall be  on a date that  is at least 30  days following
the  commencement  of the  Exchange Offer.  The Company  and the  Issuer Trust
agree (x)  to include in  the registration statement  a prospectus  for use in
connection  with any  resales of  Exchange Securities  by a  holder that  is a
broker-dealer,  other  than  resales of  Exchange  Securities  received  by  a
broker-dealer  pursuant to  the  Exchange Offer  in  exchange  for Registrable
Securities  acquired by such broker-dealer directly from the Issuer Trust, and
(y) to keep  the Exchange Offer Registration Statement effective  for a period
(the "Resale Period")  beginning when Exchange Securities are first  issued in
the  Exchange  Offer  and ending  upon  the  earlier  of  (i)  either (a)  the
expiration  of the 180th  day after  the Exchange Offer has  been completed or
(b) in the  event the Company and the Issuer  Trust have at any  time notified
any broker-dealers pursuant  to Section 3(f)(ii)(F), the day beyond  the 180th
day after the Exchange  Offer has been completed  that reflects an  additional

period of days equal to the number of  days during all of the periods from and
including the dates  the Company and the Issuer Trust  give notice pursuant to
Section 3(f)(ii)(F) to  and including the date when broker-dealers  receive an
amended or supplemented  prospectus necessary  to permit  resales of  Exchange
Securities or to and  including the date on  which the Company and  the Issuer
Trust  give notice that the  resale of Exchange Securities  under the Exchange
Offer Registration  Statement may  resume or (ii)  such time  as such  broker-
dealers no longer own any Registrable Securities.

    (b)  If (i) because of any change in law or in  applicable interpretations
by  the staff  of the  Commission, the Company  and the  Issuer Trust  are not
permitted to effect  the Exchange Offer, (ii) the Exchange  Offer Registration
Statement  is not  declared effective  within  180 days  of the  Closing Date,
(iii) the Initial Purchaser so requests  (but only with respect to the Capital
Securities) within 60 days after  the consummation of the Exchange  Offer with
respect to any Capital Securities held by the Initial  Purchaser which are not
freely transferable following consummation of the Exchange  Offer, (iv) in the
case of any holder, other  than a Restricted Holder, that participates  in the
Exchange Offer, such  holder does not receive Exchange  Securities on the date
of the exchange  that may be sold without restriction  under state and federal
securities laws (other  than due solely  to the  status of such  holder as  an
affiliate of  any of the Company or the Issuer Trust within the meaning of the
Securities Act),  or  (v) 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 Exchange Debentures,   (y) interest
payable  by the  Company on  such Junior  Subordinated Debentures  or Exchange
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,  then  in addition  to  or in  lieu  of  conducting the
Exchange  Offer contemplated by Section 2(a), the Company and the Issuer Trust
shall  file under  the Securities  Act  as promptly  as practicable  a "shelf"
registration statement  providing for the registration  of, and the  sale on a
continuous or  delayed  basis  by  the holders  of,  all  of  the  Registrable
Securities,  pursuant to Rule 415  or any similar rule  that may be adopted by
the Commission (the "Shelf Registration").   The Administrative Trustees  will
promptly  deliver to  the  holders of  the  Capital Securities,  the  Property
Trustee and the Delaware Trustee,  or the Company will promptly deliver to the
holders of  the Debentures, if not  the Issuer Trust, written  notice that the
Company and  the Issuer Trust will  be complying with  the provisions of  this
Section 2(b). The  Company and the Issuer Trust agree  to use their reasonable
best  efforts  to  cause  the  Shelf Registration  to  become  or  be declared
effective and  to keep such  Shelf Registration continuously  effective for  a
period ending on the  earlier of (i) either (x) the second  anniversary of the
Closing Date or  (y) in the event the Company and the Issuer Trust have at any
time  suspended the use of the  prospectus contained in the Shelf Registration
pursuant  to Section  3(c),  the date  beyond  the second  anniversary  of the
Closing Date  that reflects an additional  period of days equal  to the number
of days  during all of  the periods from and  including the dates  the Company

and the Issuer  Trust give notice of such suspension  pursuant to Section 3(c)
to and including  the date when  holders of Registrable Securities  receive an
amended or supplemented prospectus necessary  to permit resales of Registrable
Securities under the Shelf Registration  or to and including the date on which
the  Company  and Issuer  Trust give  notice  that the  resale  to Registrable
Securities  may  resume  or  (ii)  such  time  as  there  are  no  longer  any
Registrable Securities outstanding.  The Company and the  Issuer Trust further
agree  to supplement or make amendments to the Shelf Registration, as and when
required  by  the  rules,  regulations  or  instructions  applicable   to  the
registration form used for  such Shelf Registration or  by the Securities  Act
or  rules and regulations  thereunder for shelf registration,  and the Company
and the  Issuer  Trust agree  to furnish  to the  holders  of the  Registrable
Securities copies of any such  supplement or amendment prior to its being used
or promptly following its filing with the Commission.

    (c)   If either the Company or the  Issuer Trust fails to comply with this
Agreement  or  if  the  Exchange Offer  Registration  Statement  or the  Shelf
Registration  fails  to  become effective  (any  such  event  a  "Registration
Default"),  then, as  liquidated damages,  registration default  interest (the
"Registration Default  Interest")  shall  become payable  in  respect  of  the
Debentures,   and  corresponding   registration  default   Distributions  (the
"Registration  Default  Distributions"), shall  become  payable  on the  Trust
Securities as follows:

         (i)  if (A)  neither the Exchange  Offer Registration  Statement nor a
    Shelf Registration is filed with the  Commission on or prior to the  150th
    day after the  Closing 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 by this Agreement to file a
    Shelf Registration and  such Shelf Registration  is not filed on  or prior
    to the date required  by this Agreement, then commencing on  the day after
    either  such required  filing date,  Registration  Default Interest  shall
    accrue  on  the  principal  amount  of  the  Debentures,  and Registration
    Default Distributions  shall accumulate on  the Liquidation Amount  of the
    Trust Securities, each at a rate of 0.25% per annum; or 

         (ii) if  (A) neither the Exchange  Offer Registration  Statement nor a
    Shelf Registration is declared effective by the  Commission on or prior to
    the  30th   day  after  the   applicable  required  filing   date  or  (B)
    notwithstanding that  the Company and the Issuer Trust have consummated or
    will consummate  an  Exchange  Offer,  the  Company  and  the  Issuer  are
    required by  this Agreement to  file a Shelf  Registration and  such Shelf
    Registration is not declared  effective by the  Commission on or prior  to
    the  30th day after  the date such  Shelf Registration was  required to be
    filed,  then  commencing on  the 31st  day  after the  applicable required
    filing date, Registration  Default Interest shall accrue  on the principal
    amount of  the Debentures,  and Registration  Default Distributions  shall
    accumulate on the  Liquidation Amount of  the Trust Securities, each  at a
    rate of 0.25% per annum; or 

         (iii) if  (A)  the Issuer  Trust and  the Company  have not  exchanged
    Exchange   Securities  for   all  Securities  validly   tendered  and  not

    withdrawn, 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   has  been   declared   effective  and   such  Shelf
    Registration  ceases to  be  effective at  any  time prior  to the  second
    anniversary of the Closing  Date (other than after such time  as there are
    no  longer any Registrable Securities), then Registration Default Interest
    shall  accrue  on the  principal  amount of  Debentures,  and Registration
    Default Distributions  shall accumulate on  the Liquidation Amount  of the
    Trust 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 ceases  to be effective,  in the case  of (B)
    above;

provided,  however, that neither the Registration Default Interest rate on the
Debentures,   nor  the   Registration  Default   Distributions  rate   on  the
Liquidation  Amount of  the Trust  Securities, shall  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 (in the case of
clause   (i)  above),  (2)  upon  the  effectiveness  of  the  Exchange  Offer
Registration  Statement or a  Shelf Registration (in  the case  of clause (ii)
above),  (3) upon  the  exchange of  Exchange  Securities for  all  securities
validly tendered  and not withdrawn (in  the case of clause  (iii) (A) above),
or  upon the  effectiveness  of the  Shelf  Registration which  had  ceased to
remain effective  (in the case  of clause  (iii) (B) above),  or (4) upon  the
termination of certain transfer restrictions on the Securities as  a result of
the  application  of  Rule   144(k),  Registration  Default  Interest  on  the
Debentures   and  Registration   Default  Distributions  on   the  Liquidation
Amountsult of  such clause  (or the relevant  subclause thereof), as  the case
may be, shall cease to accrue or accumulate. 

    (d)   Any reference herein to a registration  statement shall be deemed to
include  any document incorporated  therein by reference as  of the applicable
Effective Time and any  reference herein to any post-effective  amendment to a
registration statement shall  be deemed to  include any document  incorporated
therein by reference as of a time after such Effective Time.

    (e)   Notwithstanding any other provision  of this Agreement, in the event
that   Debentures  are  distributed  to  holders   of  Capital  Securities  in
liquidation of  the  Issuer Trust  pursuant  to the  Trust Agreement  (a)  all
references  in  this Section  2  and  Section  3  to  Securities,  Registrable
Securities and  Exchange Securities shall  not include the  Capital Securities
and Guarantee  or Capital Securities and  Guarantee issued or to  be issued in
exchange  therefor in the Exchange Offer, (ii)  all requirements for action to
be taken by  the Issuer Trust in this Section  2 and Section 3 shall  cease to
apply  and all  requirements for action  to be  taken by  the Company  in this
Section 2  and Section 3 shall apply to Debentures and Debentures issued or to
be issued in exchange therefor in the Exchange Offer.

         (f) Notwithstanding any other provision of this Agreement,  no holder
of Registrable Securities  who does not comply with  the provisions of Section
3(d),  if applicable,  shall  be  entitled  to  receive  Registration  Default
Interest or  Registration Default Distributions,  as the case  may be,  unless
and  until  such  holder complies  with  the provisions  of  such  section, if
applicable.


    3. Registration Procedures.

    The  following  provisions shall  apply  to registration  statements filed
pursuant to Section 2:

    (a)  At or before  the Effective Time of the  Exchange Offer or the  Shelf
Registration,  as the  case may  be, the  Company and  the Issuer  Trust shall
qualify the Indenture, the  Trust Agreement and the Guarantee  under the Trust
Indenture Act.

    (b)  In  connection with the Company's and the  Issuer Trust's obligations
with respect to  the Shelf  Registration, if applicable,  the Company and  the
Issuer  Trust  shall,  as  soon as  reasonably  practicable  (or as  otherwise
specified herein):

         (i) prepare  and file  with the  Commission  a registration  statement
    with respect to the Shelf Registration  on any form which may be  utilized
    by the Issuer  Trust and the Company  and which shall permit  the disposi-
    tion of  the Registrable Securities in accordance with the intended method
    or methods  thereof,  as  specified  in  writing by  the  holders  of  the
    Registrable  Securities,  and   use  their  best  efforts  to  cause  such
    registration statement to  become effective as soon  as practicable there-
    after;

         (ii)  prepare  and  file  with  the  Commission  such  amendments  and
    supplements to  such registration  statement and  the prospectus  included
    therein as  may be necessary to  effect and maintain  the effectiveness of
    such  registration statement for the  period specified in Section 2(b) and
    as  may  be required  by  the  applicable  rules  and regulations  of  the
    Commission   and  the  instructions   applicable  to  the   form  of  such
    registration statement,  and furnish  to  the holders  of the  Registrable
    Securities copies  of any such supplement or amendment simultaneously with
    or prior to its being used or filed with the Commission;

         (iii) comply, as to  all matters within  the Company's and the  Issuer
    Trust's control,  with the provisions  of the Securities  Act with respect
    to the disposition  of all of the  Registrable Securities covered  by such
    registration   statement  in  accordance  with  the  intended  methods  of
    disposition by  the  holders thereof  provided  for in  such  registration
    statement;

         (iv) provide to any of  (A) the holders of the  Registrable Securities
    to  be  included  in such  registration  statement,  (B) the  underwriters
    (which term,  for  purposes  of this  Agreement,  shall include  a  person
    deemed  to be an  underwriter within the  meaning of Section  2(11) of the
    Securities Act), if  any, thereof,  (C) the sales or  placement agent,  if
    any, therefor,  (D) counsel  for such  underwriters or  agent and (E)  not
    more than one  counsel for all the holders of  such Registrable Securities
    who  so request of  the Company in writing  the opportunity to participate
    in  the  preparation  of  such  registration  statement,  each  prospectus
    included therein  or  filed  with the  Commission  and each  amendment  or
    supplement thereto;


         (v) for a  reasonable period prior to the  filing of such registration
    statement,  and  throughout the  period  specified in  Section  2(b), make
    available  at  reasonable  times  at  the  Company's  principal  place  of
    business or  such other  reasonable place  for inspection  by the  persons
    referred to in Section 3(b)(iv), who shall certify to the Company  and the
    Issuer Trust that they have a current intention to  sell their Registrable
    Securities pursuant  to the Shelf  Registration, such financial  and other
    information and  books and records of the Company, and cause the officers,
    employees, counsel  and independent  certified public  accountants of  the
    Company to  respond to such  inquiries, as shall  be reasonably necessary,
    in the judgment of the respective counsel referred to in such  Section, to
    conduct a reasonable  investigation within  the meaning of  Section 11  of
    the  Securities  Act; provided,  however, that  each  such party  shall be
    required  to maintain  in confidence  and  not to  disclose  to any  other
    person any  information or records reasonably designated by the Company in
    writing as being  confidential, until  such time as  (A) such  information
    becomes a  matter of public record (whether by  virtue of its inclusion in
    such registration statement  or otherwise),  or (B) such  person shall  be
    required so to disclose such  information pursuant to a subpoena  or order
    of any  court or  other governmental  agency or  body having  jurisdiction
    over  the matter  (subject to  the  requirements of  such order,  and only
    after such  person  shall  have given  the  Company prompt  prior  written
    notice of  such requirement  and the  opportunity to  contest the same  or
    seek  an  appropriate  protective  order),  or  (C)  such  information  is
    required to be set forth in such registration  statement or the prospectus
    included therein  or in an amendment to  such registration statement or an
    amendment   or  supplement   to  such   prospectus  in  order   that  such
    registration statement, prospectus,  amendment or supplement, as  the case
    may be, does  not contain an untrue statement  of a material fact  or omit
    to  state  therein  a material  fact  required  to  be  stated therein  or
    necessary to make the statements therein not misleading;

         (vi)  promptly notify the  selling holders  of Registrable Securities,
    the  sales   or  placement  agent,  if  any,  therefor  and  the  managing
    underwriter   or  underwriters,  if  any,   thereof  named  in  the  Shelf
    Registration or  a supplement thereto, and confirm such notice in writing,
    (A)  when such registration  statement or the  prospectus included therein
    or any prospectus amendment or supplement or post-effective amendment  has
    been filed,  and,  with  respect to  such  registration statement  or  any
    post-effective amendment,  when the same  has become effective,  (B) after
    the initial effective  date of  the Shelf Registration  Statement, of  any
    comments  by the Commission and by the Blue Sky or securities commissioner
    or regulator  of any  state with  respect thereto  or any  request by  the
    Commission  for amendments  or supplements to  such registration statement
    or prospectus or  for additional information, (C)  of the issuance by  the
    Commission  of  any  stop  order  suspending  the  effectiveness  of  such
    registration  statement  or  the  initiation  or  written  threat  of  any
    proceedings for that purpose, (D)  if at any time the  representations and
    warranties of  the Company  or the  Issuer Trust  contemplated by  Section
    3(b)(xv)  or  Section 5  cease  to be  true  and correct  in  all material
    respects, (E)  of the receipt  by the Company  or the Issuer Trust  of any
    notification with  respect to the  suspension of the  qualification of the

    Registrable Securities for sale  in any jurisdiction or the  initiation or
    written threat  of any  proceeding for such  purpose, or  (F) at  any time
    when a  prospectus is required to  be delivered under the  Securities Act,
    that  such  registration statement,  prospectus,  prospectus amendment  or
    supplement or  post-effective amendment does  not conform in  all material
    respects to  the applicable  requirements of  the Securities  Act and  the
    Trust Indenture  Act  and  the rules  and  regulations of  the  Commission
    thereunder or contains an untrue statement of  a material fact or omits to
    state any  material fact  required to  be stated  therein or  necessary to
    make the statements therein  not misleading in light of  the circumstances
    then existing;

          (vii)  use its  reasonable best efforts  to obtain  the withdrawal of
    any order suspending  the effectiveness of such  registration statement or
    any post-effective amendment thereto at the earliest practicable date;

         (viii) if requested by  any managing underwriter or underwriters,  any
    placement  or  sales  agent  or  any  holder  of  Registrable  Securities,
    promptly   incorporate  in  a   prospectus  supplement  or  post-effective
    amendment such  information as  is required  by the  applicable rules  and
    regulations of the  Commission relating to the  terms of the sale  of such
    Registrable  Securities,   including  information  with  respect   to  the
    principal amount  of Registrable Securities  being sold by  such holder or
    agent or  to any underwriters,  the name and  description of such  holder,
    agent or  underwriter, the offering  price of such  Registrable Securities
    and  any  discount, commission  or other  compensation payable  in respect
    thereof, the purchase price  being paid therefor by such  underwriters and
    with  respect to  any  other terms  of  the  offering of  the  Registrable
    Securities to be  sold by such  holder or agent  or to such  underwriters;
    and  make   all  required  filings   of  such  prospectus   supplement  or
    post-effective amendment promptly after notification of the  matters to be
    incorporated in such prospectus supplement or post-effective amendment;

         (ix) furnish to each holder of Registrable Securities, each  placement
    or sales agent, if  any, therefor, each underwriter,  if any, thereof  and
    the respective  counsel referred to  in Section 3(b)(iv)  an executed copy
    (or, in the  case of a holder of Registrable Securities, a conformed copy)
    of such registration statement, each such  amendment or supplement thereto
    (in each case including  all exhibits thereto and (in the case of a holder
    of  Registrable  Securities,  upon  request)   documents  incorporated  by
    reference  therein)  and  such  number  of  copies  of  such  registration
    statement  (excluding  exhibits  thereto  and  documents  incorporated  by
    reference therein unless specifically so  requested by such holder,  agent
    or  underwriter, as  the case may  be) and  of the prospectus  included in
    such  registration statement  (including each  preliminary prospectus  and
    any summary prospectus), in  conformity in all material respects  with the
    applicable requirements  of the Securities Act and the Trust Indenture Act
    and  the  rules and  regulations of  the  Commission thereunder,  and such
    other documents, as  such holder, agent,  if any, or underwriter,  if any,
    may  reasonably  request   in  order  to   facilitate  the  offering   and
    disposition of  the Registrable Securities  owned by such  holder, offered
    or sold by  such agent or underwritten  by such underwriter and  to permit

    such  holder,  agent or  underwriter  to satisfy  the  prospectus delivery
    requirements  of the Securities Act; and  the Company and the Issuer Trust
    hereby  consent  to  the  use  of  such  prospectus  (including  any  such
    preliminary  or  summary  prospectus)  and  any  amendment  or  supplement
    thereto by  each such  holder and by  any such  agent and  underwriter, in
    each case  in  the form  most  recently provided  to  such person  by  the
    Company or  the Issuer Trust, in connection with  the offering and sale of
    the Registrable Securities  covered by the prospectus  (including any such
    preliminary   or  summary  prospectus)  or  any  supplement  or  amendment
    thereto;

         (x)  use its reasonable  best efforts  to (A) register  or qualify the
    Registrable  Securities to  be  included  in such  registration  statement
    under such  securities  laws  or  blue sky  laws  of  such  United  States
    jurisdictions as  any  holder  of  such Registrable  Securities  and  each
    placement or  sales  agent,  if any,  therefor  and underwriter,  if  any,
    thereof  shall  reasonably request,  and  (B) keep  such  registrations or
    qualifications in  effect and comply  with such laws  so as to  permit the
    continuance  of offers, sales  and dealings therein  in such jurisdictions
    during the period the  Shelf Registration is required to  remain effective
    under Section  2(b) and for so long as may be necessary to enable any such
    holder, agent  or underwriter to  complete its distribution  of Securities
    pursuant to  such registration statement but  in any event not  later than
    the date through  which the Company and  the Issuer Trust are  required to
    keep  the Shelf Registration effective pursuant to Section 2(b); provided,
    however, that neither  the Company nor the Issuer  Trust shall be required
    for  any such  purpose to  (1) qualify  as  a foreign  corporation in  any
    jurisdiction wherein it  would not  otherwise be required  to qualify  but
    for  the  requirements of  this Section  3(b)(x),  (2) consent  to general
    service of  process in any  such jurisdiction or  (3) make any  changes to
    its certificate  of incorporation or  by-laws or any  agreement between it
    and its stockholders;

          (xi)  use  its reasonable  best  efforts  to  obtain  the consent  or
    approval of each governmental agency or  authority, whether federal, state
    or  local, which  may be  required to  be obtained by  the Company  or the
    Issuer Trust to effect the Shelf  Registration or the offering or sale  in
    connection therewith or to enable the  selling holder or holders to offer,
    or to consummate the disposition of, their Registrable Securities;

         (xii) cooperate  with the holders  of the  Registrable Securities  and
    the managing  underwriters, if any,  to facilitate the  timely preparation
    and delivery  of certificates  representing Registrable  Securities to  be
    sold, which certificates  shall be printed,  lithographed or engraved,  or
    produced by any combination of such methods,  and which shall not bear any
    restrictive legends,  except as may be required by applicable law; and, in
    the case of an  underwritten offering, enable such  Registrable Securities
    to be in such  denominations and registered in such names  as the managing
    underwriters may request at least two  business days prior to any sale  of
    the Registrable Securities;

         (xiii)  provide  a  CUSIP   number  for  all   applicable  Registrable
    Securities, not later than the Effective Time;


         (xiv)  enter into  one  or  more underwriting  agreements,  engagement
    letters,  agency  agreements, "best  efforts"  underwriting agreements  or
    similar agreements, as appropriate, including  customary provisions agreed
    to by the Company  relating to indemnification and contribution,  and take
    such other actions in  connection therewith as any holders  of Registrable
    Securities  aggregating  at  least  33 1/3%   in  aggregate  principal  or
    liquidation  amount of the Registrable Securities  at the time outstanding
    shall  reasonably  request   in  order  to  expedite  or   facilitate  the
    disposition of  such Registrable  Securities; provided,  that the  Company
    and  the Issuer  Trust  shall  not be  required  to  enter into  any  such
    agreement  more   than  once  with  respect  to  all  of  the  Registrable
    Securities  and   may  delay  entering  into  such   agreement  until  the
    consummation of any underwritten  public offering which the Company  shall
    have then undertaken; 

          (xv) in  connection with  an  agreement of  the type  referred to  in
    Section (3)(b)(xiv)  relating to an  underwritten offering or  an offering
    through a placement  or sales agent or  any other entity or  in connection
    with  not  more   than  one   request  in  connection   with  each   Shelf
    Registration, post-effective  amendment thereto  or prospectus  supplement
    by holders  of Registrable Securities  as set forth  below, (A)  make such
    representations and warranties to the  holders of such Registrable Securi-
    ties  and  the  placement  or  sales  agent,  if  any,  therefor  and  the
    underwriters, if  any,  thereof  in  form,  substance  and  scope  as  are
    customarily made  by the Company  in connection  with an offering  of debt
    securities  pursuant to  any appropriate  agreement or  to a  registration
    statement filed  on the  form applicable  to the  Shelf Registration;  (B)
    obtain  an opinion of counsel to the Company  and an opinion of counsel to
    the  Issuer  Trust  in  each  case in  customary  form  and  covering such
    matters, of the  type customarily covered by  such an opinion, and  in the
    case  of  the Company  as  customarily given  in public  offerings  of the
    Company's debt securities as the managing underwriters, if any,  or as any
    holders of at least  25% in aggregate  principal or liquidation amount  of
    the   Registrable  Securities  at  the  time  outstanding  may  reasonably
    request, addressed to such  holder or holders and  the placement or  sales
    agent, if  any, therefor and the  underwriters, if any, thereof  and dated
    the  effective   date  of  such   registration  statement  (and   if  such
    registration  statement contemplates an underwritten offering of a part or
    all of  the Registrable Securities,  dated the date  of the closing  under
    the underwriting agreement relating thereto);  (C) obtain a "cold comfort"
    letter or letters from  the independent auditors of the  Company addressed
    to the selling holders  of Registrable Securities, the placement  or sales
    agent, if  any, therefor or  the underwriters, if any,  thereof, dated (i)
    the effective date of such registration statement and (ii) the issue  date
    of  any  prospectus  supplement   to  the  prospectus  included   in  such
    registration statement or the effective date of any  post-effective amend-
    ment  to such  registration  statement  which includes  audited  financial
    statements as of a  date or for a period subsequent to  that of the latest
    such statements  included in  such prospectus  (and, if  such registration
    statement   contemplates   an  underwritten   offering  pursuant   to  any
    prospectus  supplement  to the  prospectus  included in  such registration
    statement  or  post-effective  amendment  to  such registration  statement
    which includes unaudited or  audited financial statements as of a  date or
    for a period subsequent to that of the latest such statements  included in
    such prospectus,  dated the  date of  the closing  under the  underwriting
    agreement relating thereto),  such letter  or letters to  be in  customary

    form and covering such matters of the type customarily  covered by letters
    of such type  in public offerings of  debt securities of the  Company; (D)
    deliver such documents and certificates,  including officers' or trustees'
    or  Administrative  Trustees'  certificates,  as  applicable,  as  may  be
    reasonably  requested  by  any  holders  of  at  least  25%  in  aggregate
    principal amount  of the Registrable Securities at the time outstanding or
    the  placement   or  sales  agent,  if  any,  therefor  and  the  managing
    underwriters,   if  any,   thereof  to   evidence  the  accuracy   of  the
    representations and  warranties made pursuant to clause (A) above or those
    contained in Section 5(a)  hereof and the compliance with  or satisfaction
    of any  agreements or conditions  contained in the  underwriting agreement
    or  other agreement entered  into by the  Company or the  Issuer Trust, as
    applicable;  and  (E)  undertake  such  obligations  relating  to  expense
    reimbursement,   indemnification  and  contribution  as  are  provided  in
    Section 6 hereof;

         (xvi) notify in writing each  holder of Registrable Securities  of any
    proposal by the  Company and/or  the Issuer  Trust to amend  or waive  any
    provision of  this Registration Rights Agreement pursuant  to Section 9(g)
    and of  any amendment or waiver  effected pursuant thereto, each  of which
    notices  shall contain the  text of  the amendment  or waiver  proposed or
    effected, as the case may be;

         (xvii)  in the  event  that  any broker-dealer  registered  under  the
    Exchange Act  shall underwrite any  Registrable Securities  or participate
    as a member  of an underwriting syndicate  or selling group or  "assist in
    the  distribution" (within the meaning  of the Rules  of Fair Practice and
    the By-Laws  of  the  National Association  of  Securities  Dealers,  Inc.
    ("NASD") or any successor thereto, as  amended from time to time) thereof,
    whether as a holder  of such Registrable Securities or as  an underwriter,
    a placement or  sales agent or a  broker or dealer in respect  thereof, or
    otherwise, assist  such broker-dealer in  complying with  the requirements
    of such  Rules  and By-Laws,  including  by (A)  if  such Rules  shall  so
    require, permitting a  "qualified independent underwriter" (as  defined in
    such Schedule (or any  successor thereto)) to participate in  the prepara-
    tion  of   the  registration  statement   relating  to   such  Registrable
    Securities, to  exercise  usual  standards of  due  diligence  in  respect
    thereto  and,  if  any  portion  of  the  offering  contemplated  by  such
    registration statement  is an underwritten  offering or is  made through a
    placement  or  sales agent,  to recommend  the  yield of  such Registrable
    Securities, (B)  indemnifying any  such qualified independent  underwriter
    to the extent of  the indemnification of underwriters provided  in Section
    6, and  (C) providing  such information to  such broker-dealer  as may  be
    required in order for  such broker-dealer to comply with  the requirements
    of the Rules of Conduct of the NASD; and

         (xviii) make  generally available to its  security holders  as soon as
    practicable but  in any  event not  later than eighteen  months after  the
    effective date of  such registration  statement, an  earning statement  of
    the  Company  and its  subsidiaries complying  with  Section 11(a)  of the
    Securities Act  (including,  at  the  option  of  the  Company,  Rule  158
    thereunder).


In  case  any  of  the foregoing  obligations  is  dependent upon  information
provided  or to be provided  by a party  other than the Company  or the Issuer
Trust, such obligation shall be subject to the provision of such information.

    (c) In the event that  the Company and the Issuer Trust would be required,
pursuant  to Section 3(b)(vi)(F), to notify the selling holders of Registrable
Securities, the  placement or sales  agent, if any,  therefor or the  managing
underwriters, if any, thereof named  in the Shelf Registration or a supplement
thereto of the  existence of the circumstances described therein,  the Company
and the Issuer Trust shall  promptly prepare and furnish to each  such holder,
to each placement or  sales agent, if  any, and to  each such underwriter,  if
any, a reasonable number of  copies of a prospectus supplemented or amended so
that,  as thereafter delivered  to purchasers of  Registrable Securities, such
prospectus   shall  conform  in  all   material  respects  to  the  applicable
requirements of the  Securities Act and the Trust Indenture  Act and the rules
and regulations  of the Commission thereunder and shall  not contain an untrue
statement of  a material fact or omit to state a  material fact required to be
stated therein  or necessary to  make the statements  therein not  misleading.
Each holder of  Registrable Securities agrees that upon  receipt of any notice
from the Company or  the Issuer Trust, pursuant  to Section 3(b)(vi)(F),  such
holder shall forthwith discontinue (and cause any placement or  sales agent or
underwriters  acting on  their  behalf  to  discontinue)  the  disposition  of
Registrable Securities  pursuant to  the registration statement  applicable to
such Registrable Securities  until such holder (i) shall have  received copies
of  such amended or supplemented prospectus and, if so directed by the Company
or  the  Issuer Trust,  such  holder  shall deliver  to  the  Company (at  the
Company's expense) all copies, other than permanent file copies, then  in such
holder's possession of the  prospectus covering such Registrable Securities at
the time of  receipt of such  notice or (ii)  shall have received  notice from
the   Company  or  the  Issuer  Trust  that  the  disposition  of  Registrable
Securities pursuant to the Shelf Registration may continue.

    (d)  The  Company  and  the  Issuer  Trust  may  require  each  holder  of
Registrable Securities as  to which any registration pursuant to  Section 2(b)
is being effected to  furnish to the Company  such information regarding  such
holder and such  holder's intended method of distribution of  such Registrable
Securities  as  the  Company  and  the  Issuer Trust  may  from  time  to time
reasonably request in  writing, but only  to the extent that  such information
is  required in  order to  comply with  the Securities  Act. Each  such holder
agrees to notify the Company  and the Issuer Trust as promptly  as practicable
of  any inaccuracy  or  change in  information  previously furnished  by  such
holder to the Company  and the Issuer Trust or of  the occurrence of any event
in  either  case  as a  result  of  which  any  prospectus  relating  to  such
registration contains or would contain an untrue statement  of a material fact
regarding such holder or such holder's intended method of disposition  of such
Registrable  Securities or  omits to  state any  material fact  regarding such
holder or  such holder's intended  method of disposition  of such  Registrable
Securities required to  be stated therein or necessary  to make the statements
therein  not misleading, and promptly to furnish to the Company and the Issuer
Trust  any   additional  information  required  to  correct   and  update  any
previously  furnished information  or required  so that such  prospectus shall
not  contain,  with  respect  to  such  holder  or  the  disposition  of  such

Registrable Securities,  an untrue  statement of  a material  fact or  omit to
state a material fact  required to be stated therein or  necessary to make the
statements therein not misleading.

    (e)   Until  the  expiration of  two  years after  the  Closing Date,  the
Company will not, and will  not permit any of its "affiliates" (as  defined in
Rule 144) to,  resell any of  the Capital  Securities or Debentures  that have
been reacquired by  any of them except  pursuant to an effective  registration
statement under the Securities Act.

    (f)   In connection with the  Company's and the Issuer Trust's obligations
with respect  to the registration  of Exchange Securities  as contemplated  by
Section  2(a) (the  "Exchange Registration"), if  applicable, the  Company and
the Issuer  Trust shall, as  soon as reasonably  practicable (or as  otherwise
specified):

        (i)  prepare  and  file   with  the  Commission  such  amendments  and
    supplements  to  the   Exchange  Offer  Registration  Statement   and  the
    prospectus included therein  as may  be necessary to  effect and  maintain
    the effectiveness  thereof for the  periods and  purposes contemplated  in
    Section 2(a) hereof and  as may be  required by the  applicable rules  and
    regulations of  the Commission and the instructions applicable to the form
    of the  Exchange Offer Registration  Statement, and promptly  provide each
    broker-dealer  holding Exchange Securities  with such number  of copies of
    the prospectus  included therein  (as  then amended  or supplemented),  in
    conformity  in   all  material  respects  with  the  requirements  of  the
    Securities Act and  the Trust Indenture Act and  the rules and regulations
    of  the  Commission  thereunder,  as  such  broker-dealer  reasonably  may
    request  prior  to  the expiration  of  the  Resale  Period,  for  use  in
    connection with resales of Exchange Securities;

         (ii)  promptly  notify  each  broker-dealer  that   has  requested  or
    received   copies  of  the  prospectus  included  in  the  Exchange  Offer
    Registration Statement, and confirm  such advice in writing, (A)  when any
    prospectus  amendment or  supplement or  post-effective  amendment to  the
    Exchange  Offer Registration Statement  has been filed,  and, with respect
    to  any  post-effective  amendment  to  the  Exchange  Offer  Registration
    Statement, when the same has become effective, (B) of any comments  by the
    Commission and by the Blue Sky or securities commissioner or regulator  of
    any state  with respect  thereto  or any  request  by the  Commission  for
    amendments or supplements  to the Exchange Offer Registration Statement or
    prospectus  or  for additional  information, (C)  of  the issuance  by the
    Commission of  any stop order suspending the effectiveness of the Exchange
    Offer  Registration  Statement or  the  initiation or  threatening  of any
    proceedings for that purpose,  (D) if at any time  the representations and
    warranties of  the Company and/or the Issuer Trust contemplated by Section
    5  cease to  be true  and correct  in all  material  respects, (E)  of the
    receipt  by  the Company  or  the Issuer  Trust of  any  notification with
    respect to  the suspension of the qualification of the Exchange Securities
    for  sale   in  any  United  States  jurisdiction  or  the  initiation  or
    threatening in writing of  any proceeding for such purpose, or  (F) at any
    time during  the  Resale  Period  when  a prospectus  is  required  to  be

    delivered under  the Securities Act, that the  Exchange Offer Registration
    Statement,   prospectus,    prospectus   amendment   or    supplement   or
    post-effective amendment  does not conform in all material respects to the
    applicable requirements  of the Securities Act and the Trust Indenture Act
    and the rules  and regulations of the Commission thereunder or contains an
    untrue statement of  a material  fact or  omits to state  a material  fact
    required to be stated therein or necessary  to make the statements therein
    not misleading in light of the circumstances then existing;

         (iii)  in the event  that the  Company and  the Issuer Trust  would be
    required,  pursuant to  Section 3(f)(ii)(F), to  notify any broker-dealers
    holding  Exchange Securities, promptly  prepare and  furnish to  each such
    holder  a  reasonable number  of copies  of  a prospectus  supplemented or
    amended so  that, as thereafter  delivered to purchasers  of such Exchange
    Securities during  the Resale Period, such prospectus shall conform in all
    material respects to  the applicable  requirements of  the Securities  Act
    and  the  Trust  Indenture  Act  and  the  rules and  regulations  of  the
    Commission  thereunder  and shall  not contain  an  untrue statement  of a
    material fact  or omit  to state  a material  fact required  to be  stated
    therein or  necessary to  make the  statements therein  not misleading  in
    light  of the circumstances  then existing  or notify  such broker-dealers
    that the offer  and sale of Exchange  Securities pursuant to the  Exchange
    Offer Registration Statement may continue;

         (iv) use its reasonable  best efforts to obtain the withdrawal  of any
    order  suspending the  effectiveness of  the  Exchange Offer  Registration
    Statement  or  any  post-effective  amendment   thereto  at  the  earliest
    practicable date;

         (v)  use its  reasonable best efforts  to (A) register  or qualify the
    Exchange Securities  under the securities  laws or blue  sky laws  of such
    jurisdictions as  are  contemplated  by Section  2(a)  no later  than  the
    commencement of  the Exchange  Offer and  (B) keep  such registrations  or
    qualifications in effect  and comply with  such laws so  as to permit  the
    continuance of  offers, sales and  dealings therein in  such jurisdictions
    until the  expiration  of  the  Resale  Period;  provided,  however,  that
    neither the Company  nor the Issuer Trust  shall be required for  any such
    purpose to  (1)  qualify  as a  foreign  corporation in  any  jurisdiction
    wherein  it  would  not  otherwise be  required  to  qualify  but  for the
    requirements of  this Section 3(f)(v),  (2) consent to  general service of
    process  in  any  such  jurisdiction  or  (3)  make  any  changes  to  its
    certificate of  incorporation or by-laws  or any agreement  between it and
    its stockholders;

          (vi)  use  its reasonable  best  efforts  to  obtain  the consent  or
    approval of each United  States governmental agency or  authority, whether
    federal, state  or local,  which may  be required  to be  obtained by  the
    Company  or  the Issuer  Trust to  effect  the Exchange  Registration, the
    Exchange  Offer  and  the offering  and  sale  of  Exchange Securities  by
    broker-dealers during the Resale Period;


         (vii)  provide a CUSIP number for  all applicable Exchange Securities,
    not later than the applicable Effective Time;

         (viii)  make generally  available to its  security holders  as soon as
    practicable but no later than eighteen months  after the effective date of
    such registration statement, an  earning statement of the Company  and its
    subsidiaries complying  with Section 11(a) of the  Securities Act (includ-
    ing, at the option of the Company, Rule 158 thereunder).


In  case  any  of  the foregoing  obligations  is  dependent upon  information
provided or  to be provided by  a party other  than the Company or  the Issuer
Trust, such obligation shall be subject to the provision of such information.

    4. Registration Expenses.

         The  Company agrees to bear  and to  pay or cause to  be paid promptly
upon request being  made therefor all expenses  incident to the  Company's and
the  Issuer  Trust's  performance   of  or  compliance  with  this  Agreement,
including  (a) all Commission  and any NASD  registration and  filing fees and
expenses, (b)  all fees and  expenses in connection with  the qualification of
the Securities or Exchange  Securities for offering  and sale under the  State
securities  and blue  sky  laws referred  to  in Section  3(b)(x)  and Section
3(f)(v) hereof,  including reasonable  fees and  disbursements of  one counsel
for the placement or sales  agent or underwriters, if any, in  connection with
such qualifications,  (c) all expenses relating to  the preparation, printing,
distribution and reproduction  of each registration  statement required to  be
filed hereunder,  each prospectus included  therein or prepared  for distribu-
tion  pursuant  hereto, each  amendment  or supplement  to the  foregoing, the
certificates  representing the  Securities  and all  other  documents relating
hereto, (d)  messenger and  delivery expenses,  (e) fees  and expenses  of the
Trustee  under the Indenture, the Property Trustee and Debenture Trustee under
the  Trust Agreement and the Guarantee Trustee  under the Guarantee and of any
escrow agent or  custodian, (f) internal expenses (including all  salaries and
expenses  of the Company's officers and employees performing legal or account-
ing duties), (g)  fees, disbursements and expenses of counsel  and independent
certified public  accountants of the  Company (including the  expenses of  any
opinions  or  "cold   comfort"  letters  required  by  or  incident   to  such
performance  and  compliance)  and  (h)  reasonable  fees,  disbursements  and
expenses  of one counsel for the holders of Registrable Securities retained in
connection with a Shelf Registration,  as selected by the holders of  at least
a majority in  aggregate principal amount of the Registrable  Securities being
registered and approved  by the Company, and fees, expenses  and disbursements
of any  other persons, including special  experts, retained by the  Company in
connection   with   such   registration   (collectively,   the   "Registration
Expenses").  To  the  extent  that  any  Registration  Expenses  are incurred,
assumed or  paid by any holder  of Registrable Securities or  any placement or
sales  agent therefor or underwriter thereof, the Company shall reimburse such
person for the full amount of  the Registration Expenses so incurred,  assumed
or   paid  promptly   after  receipt   of  a   documented  request   therefor.
Notwithstanding  the  foregoing, the  holders  of  the Registrable  Securities
being  registered shall pay  all agency fees and  commissions and underwriting

discounts  and  commissions  attributable  to  the sale  of  such  Registrable
Securities and the fees and disbursements of any counsel  or other advisors or
experts  retained by  such  holders (severally  or  jointly), other  than  the
counsel and experts specifically referred to above.

     5. Representations and Warranties.

     Each of  the Company and the Issuer Trust  represents and warrants to, and
agrees with,  the Initial Purchaser and each of the  holders from time to time
of Registrable Securities that:

         (a) Each  registration statement  covering Registrable Securities  and
    each  prospectus   (including  any  preliminary   or  summary  prospectus)
    contained therein  or furnished pursuant  to Section 3(c)  or Section 3(f)
    hereof and  any further amendments or supplements to any such registration
    statement  or prospectus, when it  becomes effective or  is filed with the
    Commission, as  the case  may  be, and,  in the  case of  an  underwritten
    offering of Registrable  Securities, at the time of the  closing under the
    underwriting  agreement  relating thereto,  will  conform in  all material
    respects to  the applicable  requirements of  the Securities  Act and  the
    Trust Indenture  Act  and  the rules  and  regulations of  the  Commission
    thereunder and will  not contain an untrue statement of a material fact or
    omit to  state a material fact required to  be stated therein or necessary
    to  make   the  statements  therein  not  misleading;  and  at  all  times
    subsequent to  the Effective Time when  a prospectus would  be required to
    be delivered under the Securities Act, other than from (i) such time  as a
    notice has been  given to  holders of Registrable  Securities pursuant  to
    Section 3(b)(vi)(F) or Section 3(f)(ii)(F) hereof until (ii)  such time as
    the Company furnishes  an amended or  supplemented prospectus pursuant  to
    Section 3(c)  or Section  3(f)(iii) hereof  or  such time  as the  Company
    provides  notice  that offers  and sales  pursuant  to the  Exchange Offer
    Registration Statement or the Shelf Registration,  as the case may be, may
    continue,   each  such   registration  statement,   and  each   prospectus
    (including any summary  prospectus) contained therein or  furnished pursu-
    ant to Section  3(b) or Section  3(f) hereof, as  then amended or  supple-
    mented,  will  conform   in  all  material  respects   to  the  applicable
    requirements of the  Securities Act  and the Trust  Indenture Act and  the
    rules and  regulations of the  Commission thereunder and  will not contain
    an untrue statement of  a material fact or  omit to state a  material fact
    required to be stated therein or necessary to make the  statements therein
    not misleading  in the light of the circumstances then existing; provided,
    however, that  this representation  and warranty  shall not  apply to  any
    statements  or  omissions made  in reliance  upon  and in  conformity with
    information furnished in writing to the Company and the Issuer Trust  by a
    holder of Registrable Securities expressly for use therein.

         (b)  Any   documents  incorporated  by  reference  in  any  prospectus
    referred to in Section  5(a) hereof, when they become or  became effective
    or are  or were  filed  with the  Commission, as  the  case may  be,  will
    conform or conformed  in all material respects to  the requirements of the
    Securities Act  or the  Exchange  Act, as  applicable,  and none  of  such
    documents will  contain or  contained an  untrue statement  of a  material

    fact or  will omit  or omitted  to state  a material fact  required to  be
    stated therein  or  necessary  to make  the  statements therein  not  mis-
    leading;  provided, however,  that this representation  and warranty shall
    not  apply to  any statements or  omissions made  in reliance upon  and in
    conformity with  information furnished in  writing to the  Company and the
    Issuer  Trust  by a  holder of  Registrable  Securities expressly  for use
    therein.

         (c)  The compliance by the  Company and the  Issuer Trust  with all of
    the provisions  of this Agreement and the consummation of the transactions
    herein contemplated will not constitute a breach  of or default under, the
    corporate charter  or by-laws of  the Company, or  the Trust  Agreement of
    the  Issuer  Trust, or  any  material agreement,  indenture  or instrument
    relating to  indebtedness for money borrowed  to which the  Company or, to
    the  best knowledge  of the Company,  the Issuer  Trust is a  party or any
    law, order,  rule,  regulation  or decree  of  any court  or  governmental
    agency or  authority located in the United States having jurisdiction over
    the Company or  any property  of the Company  or the  Issuer Trust or  any
    property  of the Issuer Trust,  as applicable; and,  to the best knowledge
    of the  Company and the  Issuer Trust, no consent,  authorization or order
    of, or filing or  registration with, any  court or governmental agency  or
    authority is  required for the consummation  by the Company  or the Issuer
    Trust, as applicable,  of the transactions contemplated by this Agreement,
    except  the registration  under the  Securities  Act contemplated  hereby,
    qualification of  the  Indenture, the  Guarantee and  the Trust  Agreement
    under   the   Trust   Indenture  Act   and   such   consents,   approvals,
    authorizations, registrations or  qualifications as may be  required under
    State securities or blue sky laws.

         (d) This  Agreement has been duly  authorized, executed  and delivered
    by the Company or the Issuer Trust, as applicable.

    6. Indemnification.

    (a) Indemnification by  the Company  and the Issuer  Trust. In  connection
with a Shelf  Registration or in connection with any  delivery of a prospectus
included  in the  Exchange  Offer Registration  Statement  by  a broker-dealer
during the Resale Period as contemplated by Section 2(a),  each of the Company
and the  Issuer Trust shall,  and it hereby  agrees jointly  and severally to,
indemnify  and hold  harmless each  of the  holders of  Registrable Securities
included  in such  Shelf Registration, and  each person  who is  named in such
Shelf Registration  or a supplement thereto  as a placement or  sales agent or
as an underwriter in any  offering or sale of such Registrable  Securities and
each person  who controls any such person (each,  a "Participant") against any
losses,  claims, damages  or  liabilities, joint  or  several, to  which  such
Participant  may become subject under the  Securities Act, the Exchange Act or
other  federal  or  state  statutory  law  or regulation,  at  common  law  or
otherwise,  insofar as such losses, claims, damages or liabilities (or actions
in respect  thereof) arise  out of or  are based upon  an untrue  statement or
alleged  untrue statement  of a  material fact  contained in  any registration
statement under  which such Registrable  Securities were registered  under the
Securities  Act, or  any preliminary,  final or  summary prospectus  contained

therein  or  furnished  by  the  Company  or  the  Issuer  Trust  to  any such
Participant, or  any amendment or supplement  thereto, or arise out  of or are
based upon the omission or  alleged omission to state therein a  material fact
required to be stated therein or necessary to make  the statements therein not
misleading and each of the  Company and the Issuer Trust shall, and  it hereby
agrees  jointly  and severally  to,  reimburse each  such Participant  for any
legal  or  other  expenses  reasonably  incurred  by  it  in  connection  with
investigating  or defending any such loss, claim, damage, liability or action;
provided, however, that the Company  and the Issuer Trust shall not  be liable
to any such person in  any such case to the extent that  any such loss, claim,
damage or  liability arises  out of or  is based  upon an untrue  statement or
alleged  untrue  statement or  omission  or  alleged  omission  made  in  such
registration statement,  or  preliminary,  final  or  summary  prospectus,  or
amendment  or  supplement thereto,  in  reliance upon  and in  conformity with
written information  furnished to  the Company  and the Issuer  Trust by  such
Participant  expressly for use therein.   This indemnity agreement  will be in
addition to any liability which  the Company or the Issuer Trust may otherwise
have.

    (b) Indemnification  by Participants. The Company and the Issuer Trust may
require,  as  a  condition  to including  any  Registrable  Securities in  any
registration statement  filed pursuant to  Section 2(b) and  to entering  into
any  underwriting agreement  with respect  thereto, that  the Company  and the
Issuer  Trust shall have received an undertaking reasonably satisfactory to it
from  each Participant,  severally  and not  jointly,  to indemnify  and  hold
harmless the  Company and the Issuer  Trust, each of the  Company's directors,
officers  and employees and each person who controls the Company or the Issuer
Trust within the meaning of either  the Securities Act or the Exchange Act, to
the same  extent as the  foregoing indemnity from  the Company  and the Issuer
Trust,  but  only  with  reference to  written  information  furnished to  the
Company and the Issuer Trust by or on behalf  of such Participant specifically
for use in any registration  statement, or any preliminary or final or summary
prospectus contained  therein or any  amendment or supplement  thereto.   This
indemnity  agreement  will be  in  addition to  any  liability which  any such
person may otherwise have.

         (c)   Promptly after  receipt by  an indemnified  party under  Section
6(a) or  (b) of  notice of  the commencement of  any action,  such indemnified
party will,  if  a  claim  in  respect thereof  is  to  be  made  against  the
indemnifying party under  such subsection,  notify the  indemnifying party  in
writing  of  the commencement  thereof;  but the  omission  so  to notify  the
indemnifying  party will not relieve the indemnifying party from any liability
which  it may have to any indemnified  party otherwise than under Section 6(a)
or (b).  In  case any such  action is brought  against any indemnified  party,
and  it notifies  the  indemnifying party  of  the commencement  thereof,  the
indemnifying party will be entitled to participate therein,  and to the extent
that  it  may  elect by  written  notice delivered  to  the  indemnified party
promptly  after receiving the aforesaid notice from such indemnified party, to
assume the  defense thereof,  with counsel  satisfactory to  such  indemnified
party; provided  that, if the defendants  in any such action  include both the
indemnified party and  the indemnifying party and the indemnified  party shall
have reasonably concluded  that there may  be legal  defenses available to  it

and/or other  indemnified parties which  are different from  or additional  to
those  available to the  indemnifying party, the indemnified  party or parties
shall have the right to select separate counsel to  assert such legal defenses
and to otherwise participate in the  defense of such action on behalf of  such
indemnified  party or parties.   Upon receipt of notice  from the indemnifying
party  to such indemnified party  of its election so to  assume the defense of
such action and  approval by the  indemnified party of  counsel, the  indemni-
fying party  will not be liable  to such indemnified party  under Section 6(a)
or  (b)  for  any  legal  or  other expenses  subsequently  incurred  by  such
indemnified  party   (other  than   reasonable  costs  of   investigation)  in
connection with  the defense thereof  unless (i) the  indemnified party  shall
have  employed  separate counsel  in  connection with  the assertion  of legal
defenses in  accordance with the  proviso to  the next preceding  sentence (it
being understood,  however, that the  indemnifying party shall  not be  liable
for the expenses of more  than one separate national counsel, approved  by the
indemnifying party, representing  the indemnified parties  who are parties  to
such  action), (ii)  the indemnifying  party shall  not have  employed counsel
satisfactory  to the  indemnified party  to  represent the  indemnified  party
within  a reasonable time after notice of  commencement of the action or (iii)
the  indemnifying party  has  authorized the  employment  of counsel  for  the
indemnified party at the expense  of the indemnifying party; and except  that,
if clause  (i) or (iii) is applicable, such liability shall be only in respect
of the counsel referred to in such clause (i) or (iii).

    No indemnifying  party shall,  without the  prior written  consent of  the
indemnified party, effect  any settlement of any pending or  threatened action
in respect of  which any indemnified party  is or could have  been a party and
indemnity  could have been  sought hereunder by such  indemnified party unless
such settlement  includes an unconditional  release of such  indemnified party
from all liability on any claims that are the subject matter of such action.

    (d) Contribution.  Each party hereto  agrees that, if  for any  reason the
indemnification  provisions contemplated by  Section 6(a) or  Section 6(b) are
unavailable  to or  insufficient  to hold  harmless  an indemnified  party  in
respect  of any losses, claims, damages  or liabilities (or actions in respect
thereof) referred  to therein, then  each indemnifying party  shall contribute
to  the amount paid or payable by  such indemnified party as  a result of such
losses,  claims, damages  or liabilities  (or actions  in respect  thereof) in
such proportion  as  is  appropriate to  reflect  the relative  fault  of  the
indemnifying   party  and  the  indemnified   party  in  connection  with  the
statements  or omissions  which resulted  in such  losses, claims,  damages or
liabilities (or actions  in respect  thereof), as well  as any other  relevant
equitable considerations. The  relative fault of  such indemnifying party  and
indemnified party  shall be determined  by reference to,  among other  things,
whether  the untrue or alleged untrue statement of a material fact or omission
or  alleged omission to state a  material fact relates to information supplied
by such  indemnifying party  or by  such indemnified  party, and  the parties'
relative intent, knowledge,  access to information and opportunity  to correct
or prevent such statement or omission. The parties hereto  agree that it would
not be just and equitable  if contributions pursuant to this Section 6(d) were
determined by pro  rata allocation (even  if the Participants were  treated as
one  entity for such purpose) or by any  other method of allocation which does

not take account of  the equitable considerations referred to  in this Section
6(d). The amount paid or  payable by an indemnified  party as a result  of the
losses, claims, damages, or liabilities  (or  actions  in  respect thereof)
referred  to above  shall be deemed to  include any  legal  or other  fees or
expenses  reasonably incurred by such indemnified  party in  connection with
investigating  or  defending any such action  or claim.  Notwithstanding the
provisions  of  this  Section  6(d), no Participant  shall  be  required  to
contribute any amount in  excess of the amount by  which the dollar amount  of
the proceeds  received by such  Participant from the  sale of  any Registrable
Securities  exceeds the  amount  of any  damages  which such  Participant  has
otherwise been  required to  pay by  reason of such  untrue or  alleged untrue
statement  or  omission  or  alleged omission,  and  no  underwriter shall  be
required  to contribute any amount in excess of  the amount by which the total
price at which  the Registrable Securities underwritten by it  and distributed
to the public were  offered to the  public exceeds the  amount of any  damages
which such  underwriter has otherwise been  required to pay by  reason of such
untrue or alleged untrue statement or omission or alleged omission. No  person
guilty of  fraudulent misrepresentation (within  the meaning of  Section 11(f)
of  the Securities Act) shall be entitled  to contribution from any person who
was  not  guilty  of  such  fraudulent  misrepresentation.  The  Participants'
obligations in this Section 6(d) to contribute shall  be several in proportion
to the principal  or liquidation amount  of Registrable Securities  registered
or underwritten, as the case may be, by them and not joint.

    (e)  The obligations  of  the Company  and  the  Issuer Trust  under  this
Section 6  shall be in  addition to any  liability which  the Company and  the
Issuer Trust  may otherwise have  and shall  extend, upon the  same terms  and
conditions,  to each  officer, director  and partner  of each  Participant and
each person,  if any, who controls  any Participant within the  meaning of the
Securities Act or the  Exchange Act; and the  obligations of the  Participants
contemplated by  this Section 6 shall  be in addition  to any liability  which
the  respective Participants  may otherwise  have and  shall extend,  upon the
same  terms  and conditions,  to  each  officer and  director  of the  Company
(including any  person who,  with his  consent, is  named in  any registration
statement  as about  to become  a director  of the  Company), to  each Trustee
under the  Trust  Agreement and  to  each  person, if  any, who  controls  the
Company and the Issuer Trust  within the meaning of the Securities Act  or the
Exchange Act.

    7. Underwritten Offerings.

    (a)  Selection  of  Underwriters.  If any  of  the  Registrable Securities
covered  by the Shelf Registration are to  be sold pursuant to an underwritten
offering,  the  managing   underwriter  or  underwriters   thereof  shall   be
designated  by the holders  of at  least a majority in  aggregate principal or
liquidation  amount of  the  Registrable Securities  to  be included  in  such
offering, provided  that such designated managing  underwriter or underwriters
is or are acceptable to the Company.

    (b)  Participation  by  Holders. Each  holder  of  Registrable  Securities
hereby  agrees with each other such holder that no such holder may participate
in any underwritten  offering hereunder unless such holder  (i) 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 (ii) completes and executes  all questionnaires,
powers of  attorney, indemnities, underwriting agreements  and other documents
reasonably required under the terms of such underwriting arrangements.


    8. Rule 144.

    The Company  covenants to the  holders of Registrable  Securities that the
Company  shall use  its reasonable  best efforts  to  timely file  the reports
required to  be filed  by it  under the  Exchange Act  or  the Securities  Act
(including  the reports  under  Section  13  and 15(d)  of  the  Exchange  Act
referred  to  in subparagraph  (c)(1) of  Rule 144  adopted by  the Commission
under  the Securities  Act)  and  the rules  and  regulations adopted  by  the
Commission  thereunder, all to the extent required from time to time to enable
such holder  to  sell Registrable  Securities without  registration under  the
Securities Act within the  limitations of the exemption  provided by Rule  144
under the Securities  Act, as such Rule may be  amended from time to  time, or
any similar or  successor rule or regulation hereafter adopted  by the Commis-
sion. Upon the request of  any holder of Registrable Securities in  connection
with that  holder's sale  pursuant to Rule 144,  the Company shall  deliver to
such holder  a  written statement  as to  whether it  has  complied with  such
requirements.

    9. Miscellaneous.

    (a) No Inconsistent Agreements.  Each of the Company and  the Issuer Trust
represents, warrants,  covenants and agrees that it has not granted, and shall
not grant,  registration rights with  respect to Registrable  Securities which
would be inconsistent with the terms contained in this Agreement.

    (b) Notices.  All notices,  requests, claims,  demands, waivers  and other
communications  hereunder shall be in writing and shall be deemed to have been
duly  given when delivered by hand, if  delivered personally or by courier, or
three  days after being deposited  in the mail (registered  or certified mail,
postage prepaid,  return receipt requested) as follows: If  to the Company, to
it at  999 Bishop Street,  Honolulu, Hawaii 96813, Attention:  Howard H. Karr,
Treasurer;  if to  the Issuer  Trust, to  it c/o  First Hawaiian,  Inc., First
Hawaiian  Center,  999 Bishop  Street,  Honolulu,  Hawaii   96813,  Attention:
William  B. Johnstone III, Administrative Trustee; and  if to a holder, to the
address of such holder  set forth in the security register or other records of
the Issuer Trust  or the Company, as the case may be, or to such other address
as the Company, the  Issuer Trust or any such holder may have furnished to the
other in  writing in  accordance herewith,  except that  notices of  change of
address shall be effective only upon receipt.

    (c) Parties  in Interest. All  the terms and provisions  of this Agreement
shall  be binding upon, shall inure to the benefit of and shall be enforceable
by the respective successors and  assigns of the parties hereto. In  the event
that  any transferee  of any  holder of  Registrable Securities  shall acquire
Registrable Securities,  in any  manner, whether  by gift,  bequest, purchase,
operation  of law  or otherwise,  such transferee  shall, without  any further
writing or action of any kind, be deemed  a party hereto for all purposes  and
such Registrable Securities shall be held  subject to all of the terms of this
Agreement,  and  by  taking  and  holding  such  Registrable  Securities  such
transferee shall be  entitled to receive the benefits  of, and be conclusively
deemed  to have agreed  to be bound by  and to perform,  all of the applicable
terms and provisions of this Agreement. 


    (d)  Survival. The  respective  indemnities, agreements,  representations,
warranties and  each other  provision  set forth  in  this Agreement  or  made
pursuant  hereto  shall remain  in full  force  and effect  regardless  of any
investigation (or  statement as to the  results thereof) made by  or on behalf
of any holder of  Registrable Securities, any director, officer or  partner of
such holder,  any agent  or underwriter  or any  director, officer or  partner
thereof, or any controlling person  of any of the foregoing, and shall survive
delivery  of  and  payment  for the  Registrable  Securities  pursuant to  the
Purchase  Agreement  and   the  transfer  and   registration  of   Registrable
Securities by such holder and the consummation of an Exchange Offer.

    (e) LAW GOVERNING.  THIS REGISTRATION RIGHTS  AGREEMENT SHALL BE  GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

    (f)  Headings.  The  descriptive  headings  of the  several  Sections  and
paragraphs  of  this  Agreement  are inserted  for  convenience  only, do  not
constitute a  part of  this  Agreement and  shall not  affect in  any way  the
meaning or interpretation of this Agreement.

    (g)  Entire Agreement; Amendments.  This Agreement and  the other writings
referred  to  herein (including  the  Trust Agreement,  the Guarantee  and the
Indenture) or delivered  pursuant hereto which form a part  hereof contain the
entire understanding of the parties  with respect to its subject matter.  This
Agreement  supersedes  all prior  agreements  and  understandings between  the
parties with respect to its  subject matter. This Agreement may be amended and
the observance of any term  of this Agreement may be waived  (either generally
or  in a particular  instance and either retroactively  or prospectively) only
by a  written instrument duly  executed by the  Company, the  Issuer Trust and
the  holders of  at least  a  majority in  aggregate principal  or liquidation
amount of the  Registrable Securities at the time  outstanding. Each holder of
any  Registrable Securities  at the  time or  thereafter outstanding  shall be
bound  by any  amendment or  waiver effected  pursuant to  this Section  9(g),
whether or  not any notice,  writing or  marking indicating such  amendment or
waiver appears on such Registrable Securities or is delivered to such holder.

    (h) Inspection. For  so long as  this Agreement shall  be in effect,  this
Agreement  and a complete list  of the names and  addresses of all the holders
of Registrable Securities  shall be made available for inspection  and copying
on  any business  day  by  any holder  of  Registrable Securities  for  proper
purposes only  (which shall include any  purpose related to the  rights of the
holders  of Registrable  Securities under  the Securities,  the Indenture  and
this  Agreement) at  the offices  of the  Company at  the address  thereof set
forth in  Section 9(b) above, at the office  of the Property Trustee or at the
office of the Trustee under the Indenture.

    (i)  Counterparts.  This  Agreement may  be  executed  by  the parties  in
counterparts, each of which  shall be deemed to  be an original, but all  such
respective   counterparts  shall   together  constitute   one  and   the  same
instrument.

    Agreed to and accepted as of the date referred to above.


                                  FIRST HAWAIIAN, INC.


                                  By: /S/William B. Johnstone III
                                      ______________________________
                                      Name: William B. Johnstone III
                                      Title:  Assistant Treasurer


                                  FIRST HAWAIIAN CAPITAL I 


                                  By: /s/ William B. Johnstone III
                                      ______________________________
                                      Name: William B. Johnstone III
                                      Title: Administrative Trustee  


                                  GOLDMAN, SACHS & CO.


                                  By: /s/ Goldman, Sachs & Co.
                                      ______________________________
                                      (Goldman, Sachs & Co.)



                                                                   EXHIBIT 4.8



=============================================================================



                                    FORM OF

                              GUARANTEE AGREEMENT

                                    between


                             FIRST HAWAIIAN, INC.,
                                 as Guarantor


                                      and


                      THE FIRST NATIONAL BANK OF CHICAGO,
                             as Guarantee Trustee


                                  relating to

                           First Hawaiian Capital I





                          Dated as of _____ __, 1997






=============================================================================

                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----
                                   ARTICLE I
                                  Definitions . . . . . . . . . . . . . .    1

        Section 1.1  Definitions  . . . . . . . . . . . . . . . . . . . .    1

                                  ARTICLE II
                              Trust Indenture Act . . . . . . . . . . . .    5

        Section 2.1  Trust Indenture Act; Application   . . . . . . . . .    5
        Section 2.2  List of Holders  . . . . . . . . . . . . . . . . . .    5
        Section 2.3  Reports by the Guarantee Trustee   . . . . . . . . .    5
        Section 2.4  Periodic Reports to the Guarantee Trustee  . . . . .    6
        Section 2.5  Evidence of Compliance with Conditions Precedent   .    6
        Section 2.6  Events of Default; Waiver  . . . . . . . . . . . . .    6
        Section 2.7  Event of Default; Notice   . . . . . . . . . . . . .    6
        Section 2.8  Conflicting Interests  . . . . . . . . . . . . . . .    7

                                  ARTICLE III
              Powers, Duties and Rights of the Guarantee Trustee  . . . .    7

        Section 3.1  Powers and Duties of the Guarantee Trustee   . . . .    7
        Section 3.2  Certain Rights of Guarantee Trustee  . . . . . . . .    8
        Section 3.3  Compensation; Indemnity; Fees  . . . . . . . . . . .   10

                                  ARTICLE IV
                               Guarantee Trustee  . . . . . . . . . . . .   11

        Section 4.1  Guarantee Trustee; Eligibility   . . . . . . . . . .   11
        Section 4.2  Appointment, Removal and Resignation of the      
                       Guarantee Trustee  . . . . . . . . . . . . . . . .   11

                                   ARTICLE V
                                   Guarantee  . . . . . . . . . . . . . .   12

        Section 5.1  Guarantee  . . . . . . . . . . . . . . . . . . . . .   12
        Section 5.2  Waiver of Notice and Demand  . . . . . . . . . . . .   12
        Section 5.3  Obligations Not Affected   . . . . . . . . . . . . .   12
        Section 5.4  Rights and Obligations of Holders  . . . . . . . . .   13
        Section 5.5  Guarantee of Payment   . . . . . . . . . . . . . . .   14
        Section 5.6  Subrogation  . . . . . . . . . . . . . . . . . . . .   14
        Section 5.7  Independent Obligations  . . . . . . . . . . . . . .   14

                                  ARTICLE VI
                          Covenants and Subordination . . . . . . . . . .   15

        Section 6.1  Subordination  . . . . . . . . . . . . . . . . . . .   15
        Section 6.2  Pari Passu Guarantees  . . . . . . . . . . . . . . .   15

                                  ARTICLE VII
                                  Termination . . . . . . . . . . . . . .   15

        Section 7.1  Termination  . . . . . . . . . . . . . . . . . . . .   15

                                 ARTICLE VIII
                                 Miscellaneous  . . . . . . . . . . . . .   16

        Section 8.1   Successors and Assigns  . . . . . . . . . . . . . .   16
        Section 8.2   Amendments  . . . . . . . . . . . . . . . . . . . .   16
        Section 8.3   Notices   . . . . . . . . . . . . . . . . . . . . .   16
        Section 8.4.  Benefit   . . . . . . . . . . . . . . . . . . . . .   17
        Section 8.5.  Governing Law   . . . . . . . . . . . . . . . . . .   17
        Section 8.6.  Counterparts  . . . . . . . . . . . . . . . . . . .   17


          GUARANTEE AGREEMENT, dated as of ________ _____ , 1997, between
FIRST HAWAIIAN, INC., a Delaware corporation (the "Guarantor"), having its
principal office at First Hawaiian Center, 999 Bishop Street, Honolulu,
Hawaii  96813 and THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Trust Securities (as
defined herein) of First Hawaiian Capital I, a Delaware statutory business
trust (the "Issuer Trust").

                          Recitals of the Corporation

          WHEREAS, pursuant to the Declaration (as defined herein), the Trust
issued $100,000,000 aggregate liquidation amount of its 8.343% Capital
Securities, liquidation amount $1,000 per Capital Security (the "Old Capital
Securities") representing undivided beneficial ownership interests in the
assets of the Trust and having the terms set forth in the Declaration;

          WHEREAS, the Old Capital Securities issued by the Trust and the
proceeds thereof, together with the proceeds from the issuance of the Trust's
Common Securities (as defined below), were used to purchase the Debentures
(as defined in the Declaration) of the Guarantor;

          WHEREAS, pursuant to the Declaration, the Trust issued 3,093 common
securities, having a liquidation amount of $1,000 per common security,
designated the 8.343% Common Securities (the "Common Securities");

          WHEREAS, as an incentive for the Holders to purchase the Old
Capital Securities, the Guarantor irrevocably and unconditionally agreed, to
the extent set forth in that certain Guarantee Agreement, dated as of June
30, 1997 (the "Old Guarantee"), among the Guarantor and the Guarantee
Trustee, for the benefit of the Holders of the Old Capital Securities and the
Common Securities to pay to the Holders of the Old Capital Securities and the
Common Securities the Guarantee Payments (as defined therein) and to make
certain other payments on the terms and conditions set forth therein;

          WHEREAS, pursuant to that certain Registration Rights Agreement,
dated as of June 30, 1997 (the "Registration Rights Agreement"), among the
Guarantor, the Trust and the Initial Purchasers named therein, the Guarantor
and the Trust agreed that if the Guarantor and the Trust file a registration
statement (the "Registration Statement") to exchange the Old Capital
Securities for a like amount of new capital securities (the "New Capital
Securities"; together with the Old Capital Securities, the "Capital
Securities"), then the Guarantor and the Trust will simultaneously exchange
the Old Guarantee for the Guarantee for the benefit of the Holders of the
Capital Securities and the Common Securities;

          WHEREAS, on ________ , 1997 the Guarantor and the Trust filed the
Registration Statement and the Registration Statement, as amended, was
declared effective on __________ , 1997;

          WHEREAS, pursuant to the Registration Rights Agreement, the
Guarantor and the Trust wish to exchange the Old Guarantee for the Guarantee;

          WHEREAS, the Guarantee will be substantially identical to the Old
Guarantee except that the Guarantee will be registered pursuant to an
effective registration statement under the Securities Act of 1933, as amended

(the "Securities Act"), and the Guarantee will not contain provisions
restricting transfer in the absence of registration under the Securities Act;
and

          WHEREAS, as an incentive for the Holders to retain 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 and the Common 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 by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
of the Holders.

                                   ARTICLE 1

                                  Definitions

          Section 1.1  Definitions.

          For all purposes of this Guarantee 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)  All accounting terms used but not defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles;

          (d)  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 Guarantee Agreement; and

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

          "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.

          "Board of Directors" means the board of directors of the Guarantor
or the Executive Committee of the board of directors of the Guarantor (or any
other committee of the board of directors of the Guarantor performing similar
functions) or a committee designated by the board of directors of the

Guarantor (or such committee), comprised of two or more members of the board
of directors of the Guarantor or officers of the Guarantor, or both.

          "Capital Securities" has the meaning specified in the recitals to
this Guarantee Agreement.

          "Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer Trust.

          "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 Trust 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 Trust Securities, to the extent the Issuer Trust shall have funds on
hand available therefor at such time; (ii) the Redemption Price (as defined
in the Trust Agreement) with respect to any Trust Securities called for
redemption by the Issuer Trust, to the extent the Issuer Trust shall have
funds on hand available therefor at such time; and (iii) upon a voluntary or
involuntary dissolution, winding-up or liquidation of the Issuer Trust,
unless Debentures are distributed to the Holders, the lesser of (a) the
Liquidation Distribution (as defined in the Trust Agreement) with respect to
the Trust Securities, and (b) the amount of assets of the Issuer Trust
remaining available for distribution to Holders on liquidation of the Issuer
Trust after satisfaction of liabilities to creditors of the Issuer Trust as
required by applicable law.

          "Guarantee Trustee" means The First National Bank of Chicago,
solely in its capacity as Guarantee Trustee and not in its individual
capacity, 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" has the meaning specified in the first paragraph of
this Guarantee Agreement.

          "Holder" means any Holder (as defined in the Trust Agreement) of
any Trust Securities; provided, however, that in determining whether the
holders of the requisite percentage of Trust 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; and provided further, that in determining whether the
Holders of the requisite liquidation amount of Trust Securities have voted on
any matter provided for in this Guarantee, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Trust
Securities remain in the form of one or more Global Certificates (as defined
in the Trust Agreement), the term "Holders" shall mean the holder of the
Global Certificate acting at the direction of the beneficial owners of the
Capital Securities.

          "Indenture" means the Junior Subordinated Indenture, dated as of
June 30, 1997, between First Hawaiian, Inc. and The First National Bank of
Chicago, as trustee, as the same may be modified, amended or supplemented
from time to time pursuant to which the Debentures are to be issued to the
Property Trustee (as defined in the Trust Agreement) of the Issuer Trust.

          "Issuer Trust" has the meaning specified in the first paragraph of
this Guarantee Agreement.

          "List of Holders" has the meaning specified in Section 2.2(a).

          "Majority in Liquidation Amount of the Trust Securities" means,
except as provided by the Trust Indenture Act, Trust Securities representing
more than 50% of the aggregate Liquidation Amount (as defined in the Trust
Agreement) of all Trust Securities then Outstanding (as defined in the Trust
Agreement).  

          "Officer's Certificate" means a certificate signed by the Chairman,
a Vice Chairman of the Board of Directors of the Guarantor, the President,
one of the Vice Presidents of the Guarantor, or the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Guarantor, and
delivered to the Guarantee Trustee.  Any Officer's Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Guarantee Agreement shall include:

          (a)  a statement by each officer signing the Officer's 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 Officer's
     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, company, limited liability company, trust, business trust,
unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

          "Responsible Officer" means, with respect to the Guarantee Trustee,
any Senior Vice President, any Vice President, any Assistant Vice President,
the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Trust Officer or Assistant Trust Officer or any other officer
of the Corporate Trust Office of the Guarantee Trustee and also means, with
respect to a particular matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

          "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

          "Trust Agreement" means the Amended and Restated Trust Agreement of
the Issuer Trust referred to in the recitals to this Guarantee Agreement, as
modified, amended or supplemented from time to time.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Guarantee Agreement was executed;
provided, however, that if the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "Trust Securities" means the Capital Securities in the Common
Securities.

          "Vice President," when used with respect to the Guarantor, 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."

                                   ARTICLE 2

                              Trust Indenture Act

          Section 2.1  Trust Indenture Act; Application.

          Except as otherwise expressly provided herein, the Trust Indenture
Act shall apply as a matter of contract to this Guarantee Agreement for
purposes of interpretation, construction and defining the rights and
obligations hereunder, and this Guarantee Agreement, the Guarantor and the
Guarantee Trustee shall be deemed for all purposes hereof to be subject to
and governed by the Trust Indenture Act to the same extent as would be the
case if this Guarantee Agreement were qualified under that Act on the date
hereof.  Except as otherwise expressly provided herein, 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. 

          Section 2.2  List of Holders.

          (a)  The Guarantor shall furnish or cause to be furnished to the
Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of
each year, a list, in such form as the Guarantee Trustee may reasonably
require, of the names and addresses of the Holders (a "List of Holders") as
of a date not more than 15 days prior to the delivery thereof, and (b) 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
Holders as of a date not more than 15 days prior to the time such list is
furnished, in each case to the extent such information is in the possession
or control of the Guarantor and has not otherwise been received by the
Guarantee Trustee in its capacity as such.  The Guarantee Trustee may destroy
any List of Holders previously given to it on receipt of a new List of
Holders.

          (b)  The Guarantee Trustee shall comply with the requirements of
Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

          Section 2.3  Reports by the Guarantee Trustee.

          Not later than 60 days following May 15 of each year, commencing
May 15, 1998, the Guarantee Trustee shall provide to the Holders such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the
form and in the manner provided by Section 313 of the Trust Indenture Act. 
If this Guarantee Agreement shall have been qualified under the Trust
Indenture Act, the Guarantee Trustee shall also comply with the requirements
of Section 313(d) of the Trust Indenture Act.

          Section 2.4  Periodic Reports to the Guarantee Trustee.

          The Guarantor shall provide to the Guarantee Trustee and the
Holders such documents, reports and information, if any, as required by
Section 314 of the Trust Indenture Act and the compliance certificate
required by Section 314 of the Trust Indenture Act, in the form, in the
manner and at the times required by Section 314 of the Trust Indenture Act,
provided that such documents, reports and information shall not be required
to be provided to the Securities and Exchange Commission unless this
Guarantee Agreement shall have been qualified under the Trust Indenture Act.

          Section 2.5  Evidence of Compliance with Conditions Precedent.

          The Guarantor shall provide to the Guarantee Trustee such evidence
of compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act.  Any certificate or opinion required to be
given by an officer of the Guarantor pursuant to Section 314(c)(1) may be
given in the form of an Officer's Certificate.

          Section 2.6  Events of Default; Waiver.

          The Holders of at least a Majority in Liquidation Amount of the
Capital Securities may, by vote, on behalf of the Holders of all the Capital
Securities, waive any past default or Event of Default and its consequences. 
Upon such waiver, any such default or Event of Default shall cease to exist,
and any default or 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 thereon.

          Section 2.7  Event of Default; Notice.

          (a)  The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to a Responsible Officer of
the Guarantee Trustee, transmit by mail, first class postage prepaid, to the
Holders, notice of any such Event of Default, unless such Event of Default
has 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 the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this

Guarantee Agreement shall have obtained actual knowledge, of such Event of
Default.

          Section 2.8  Conflicting Interests.

          The Trust Agreement and the Indenture shall be deemed to be
specifically described in this Guarantee Agreement for the purposes of clause
(i) of the first proviso contained in Section 310(b) of the Trust Indenture
Act.

                                   ARTICLE 3

              Powers, Duties and Rights of the Guarantee Trustee

          Section 3.1  Powers and Duties of the Guarantee Trustee.

          (a) This Guarantee Agreement shall be held by the Guarantee Trustee
for the benefit of the Holders, and the Guarantee Trustee shall not transfer
this Guarantee Agreement to any Person except to a Successor Guarantee
Trustee on acceptance by such Successor Guarantee Trustee of its appointment
to act as 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 undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee.  If an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee Agreement, and use the
same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her
own affairs.

          (d)  No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action,
its own negligent failure to act or its own wilful 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:

                    (1)  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

                    (2)  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.

         (iv)  Subject to Section 3.1(b), 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 reasonably assured
     to it under the terms of this Guarantee Agreement or adequate indemnity
     against such risk or liability is not reasonably assured to it.

          Section 3.2  Certain Rights of Guarantee Trustee.

          (a)  Subject to the provisions of Section 3.1:

          (i)  The Guarantee Trustee may 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.

         (ii)  Any direction or act of the Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officer's
     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 rely upon an Officer's 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
     written advice or 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 or their 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 adequate 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; provided that nothing contained in
     this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee,
     upon the occurrence of an Event of Default, of its obligation to
     exercise the rights and powers vested in it by this Guarantee Agreement.

         (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 misconduct or negligence on the part of any such
     agent or attorney appointed by it with due care hereunder.

       (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, (B) may refrain from enforcing such remedy or right or taking
     such other action until such instructions are received, and (C) shall be
     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; Indemnity; Fees.

          The Guarantor agrees:

               (a)  to pay to the Guarantee Trustee from time to time such
     reasonable compensation for all services rendered by it hereunder as may
     be agreed by the Guarantor and the Guarantee Trustee 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)  except as otherwise expressly provided herein, 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 (including the
     reasonable compensation and the expenses and disbursements of its agents
     and counsel), except any such expense, disbursement or advance as may be
     attributable to its negligence or bad faith; and

          (c)  to indemnify the Guarantee Trustee for, and to hold it
     harmless against, any loss, liability or expense incurred without
     negligence, wilful 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.

          The provisions of this Section 3.3 shall survive the termination of
this Guarantee Agreement or the resignation or removal of the Guarantee
Trustee.

                                   ARTICLE 4

                               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 a national or state chartered bank and
     eligible pursuant to the Trust Indenture Act to act as such, and that
     has at the time of such appointment securities rated in one of the three
     highest rating categories by a nationally recognized statistical rating
     organization and a combined capital and surplus of at least $50,000,000,
     and shall be a corporation meeting the requirements of Section 310(a) of
     the Trust Indenture Act and subject to supervision or examination by

     Federal, State, Territorial or District of Columbia authority.  If such
     corporation publishes reports of condition at least annually, pursuant
     to law or to the requirements of its supervising or examining authority,
     then, for the purposes of this Section 4.1 and to the extent permitted
     by the Trust Indenture Act, the combined capital and surplus of such
     corporation shall be deemed to be its combined capital and surplus as
     set forth in its most recent report of condition so published.

          (b)  If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2.

          (c)  If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act,
the Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

          Section 4.2  Appointment, Removal and Resignation of the Guarantee
Trustee.

          (a)  Subject to Section 4.2(c), the Guarantee Trustee may be
appointed or removed at any time by the Guarantor.

          (b)  Subject to Section 4.2(c), the Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by giving
written notice thereof to the Holders and the Guarantor and by appointing a
successor Guarantee Trustee.

          (c)  The Guarantee Trustee appointed hereunder shall hold office
until a Successor Guarantee Trustee shall have been appointed and shall have
accepted such appointment.  No removal or resignation of a Guarantee Trustee
shall be effective until a Successor Guarantee Trustee has been appointed and
has accepted such appointment by written instrument executed by such
Successor Guarantee Trustee and delivered to the Guarantor and, in the case
of any resignation, the resigning Guarantee Trustee.

          (d)  If the Guarantee Trustee shall resign, be removed or become
incapable of acting as Guarantee Trustee and a replacement shall not be
appointed prior to such resignation or removal, or if a vacancy shall occur
in the office of Guarantee Trustee for any reason, and no Successor Guarantee
Trustee shall have been appointed and accepted appointment as provided in
this Section 4.2 within 60 days after delivery to the Holders and the
Guarantor of a notice of resignation, the resigning Guarantee Trustee may
petition, at the expense of the Guarantor, any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee.  Such court
may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Guarantee Trustee.

                                   ARTICLE 5

                                   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 that 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.

          Section 5.2  Waiver of Notice and Demand.

          The Guarantor hereby waives notice of acceptance of this 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.  Notwithstanding
anything to the contrary herein, the Guarantor retains all of its rights
under the Indenture to (i) extend the interest payment period on the
Debentures and the Guarantor shall not be obligated hereunder to make any
Guarantee Payments during any Extended Interest Payment Period (as defined in
the Indenture) with respect to the Distributions (as defined in the
Declaration) on the Securities, and (ii) change the maturity date of the
Debentures to the extent permitted by the Indenture.

          Section 5.3  Obligations Not Affected.

          The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

          (a)  the release or waiver, by operation of law or otherwise (other
     than by Act (as defined in the Trust Agreement) of the Holders), 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 Debentures as provided in the Indenture),
     Redemption Price (as defined in the Indenture), 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,
     receivership, insolvency, bankruptcy, assignment for the benefit of
     creditors, reorganization, arrangement, composition or readjustment of
     debt of, or other similar proceedings affecting, the Issuer Trust or any
     of the assets of the Issuer Trust;

          (e)  any invalidity of, or defect or deficiency in, the Capital
     Securities;

          (f)  the settlement or compromise of any obligation guaranteed
     hereby or hereby incurred; or

          (g)  any other circumstance whatsoever that might otherwise
     constitute a legal or equitable discharge or defense of a guarantor
     (other than payment of the underlying obligation), it being the intent
     of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the
foregoing.

          Section 5.4  Rights and Obligations 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 Trust Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee Agreement or
exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and (iv) in the event that the Guarantor has failed to
make a Guarantee Payment, any Holder may, subject to Section 6.2, 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 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.

          Section 5.7  Independent Obligations.

          The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer Trust with respect to the
Capital Securities and that the Guarantor shall be liable as principal and as

debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee Agreement notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE 6

                          Covenants and Subordination

          Section 6.1  Subordination.

          The obligations of the Guarantor under this Guarantee Agreement
will constitute unsecured obligations of the Guarantor and will rank
subordinate and junior in right of payment to all Senior Indebtedness (as
defined in the Indenture) of the Guarantor to the extent and in the manner
set forth in the Indenture with respect to the 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 (as defined in the Indenture)
of the Guarantor.

          Section 6.2  Pari Passu Guarantees.

          The obligations of the Guarantor under this Guarantee Agreement
shall rank pari passu with the obligations of the Guarantor under (i) any
similar guarantee agreements issued by the Guarantor on behalf of the holders
of preferred or capital securities issued by any Issuer Trust (as defined in
the Indenture); (ii) the Indenture and the Securities (as defined therein)
issued thereunder; and (iii) any other security, guarantee or other agreement
or obligation that is expressly stated to rank pari passu with the
obligations of the Guarantor under this Guarantee Agreement or with any
obligation that ranks pari passu with the obligations of the Guarantor under
this Guarantee Agreement.

                                   ARTICLE 7

                                  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 (as defined in the
Trust Agreement) of all Capital Securities, (ii) the distribution of
Debentures to the Holders in exchange for all of the Capital Securities, or
(iii) full payment of the amounts payable in accordance with Article IX of
the Trust Agreement upon liquidation of the Issuer Trust.  Notwithstanding
the foregoing, this Guarantee Agreement will continue to be effective or will
be reinstated, as the case may be, if at any time any Holder is required to
repay any sums paid with respect to Capital Securities or this Guarantee
Agreement.


                                   ARTICLE 8

                                 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 successor or assignee agrees in
writing to perform the Guarantor's obligations hereunder, the Guarantor shall
not assign its obligations hereunder, and any purported assignment other than
in accordance with this provision shall be void.

          Section 8.2  Amendments.

          Except with respect to any changes that do not adversely affect the
rights of the Holders in any material respect (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, and actions taken by written
consent of the Holders shall apply to the giving of such approval.

          Section 8.3  Notices.

          (a)  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, by facsimile or first class mail as
follows:

          (i)  if given to the Guarantor, to the address or facsimile number
     set forth below or such other address or facsimile number as the
     Guarantor may give notice to the Guarantee Trustee and the Holders:

                    First Hawaiian, Inc.
                    First Hawaiian Center
                    999 Bishop Street
                    Honolulu, Hawaii  96813
                    Attention:  Treasurer
                    Facsimile:  (808) 533-7844

         (ii)  if given to the Guarantee Trustee, at the address or facsimile
     number set forth below or such other address or facsimile number as the
     Guarantee Trustee may give notice to the Guarantor and the Holders:

                    The First National Bank of Chicago
                    One First National Plaza
                    Suite 0126
                    Chicago, Illinois  60670-0126
                    Attention:  Corporate Trust Services Division
                    Facsimile:  (312) 407-1708

        (iii)  if given to any Holder, in the manner set forth in Section
     10.8 of the Trust Agreement.


          (b)  All notices hereunder shall be deemed to have been given when
received in person, by facsimile 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, provided
that any notice given as provided in Section 8.3(a)(iii) shall be deemed to
have been given at the time specified in Section 10.8 of the Trust Agreement.

          Section 8.4.  Benefit.

          This Guarantee Agreement is solely for the benefit of the Holders
and is not separately transferable from the Trust Securities.

          Section 8.5.  Governing Law.

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

          Section 8.6.  Counterparts.

          This Guarantee Agreement 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 Guarantee
Agreement to be duly executed all as of the day and year first above written.


FIRST HAWAIIAN, INC.,
 as Guarantor


By:                                                  
Name:
Title:


THE FIRST NATIONAL BANK OF CHICAGO, 
  as Guarantee Trustee


By:                                                  
Name:
Title:

                            CROSS-REFERENCE TABLE* 


Section of 
Trust Indenture Act                                         Section of    
of 1939, as amended                                      Guarantee Agreement
- -------------------                                      -------------------

310(a). . . . . . . . . . . . . . . . . . . . . . . .    4.1(a)
310(b). . . . . . . . . . . . . . . . . . . . . . . . .  4.1(c), 2.8
310(c). . . . . . . . . . . . . . . . . . . . . . . . .  Inapplicable
311(a). . . . . . . . . . . . . . . . . . . . . . . . .  2.2(b)
311(b). . . . . . . . . . . . . . . . . . . . . . . . .  2.2(b)
311(c). . . . . . . . . . . . . . . . . . . . . . . . .  Inapplicable
312(a). . . . . . . . . . . . . . . . . . . . . . . . .  2.2(a)
312(b). . . . . . . . . . . . . . . . . . . . . . . . .  2.2(b)
313.  . . . . . . . . . . . . . . . . . . . . . . . . .  2.3
314(a). . . . . . . . . . . . . . . . . . . . . . . . .  2.4
314(b). . . . . . . . . . . . . . . . . . . . . . . . .  Inapplicable
314(c). . . . . . . . . . . . . . . . . . . . . . . . .  2.5
314(d). . . . . . . . . . . . . . . . . . . . . . . . .  Inapplicable
314(e). . . . . . . . . . . . . . . . . . . . . . . . .  1.1, 2.5, 3.2
314(f). . . . . . . . . . . . . . . . . . . . . . . . .  2.1, 3.2
315(a). . . . . . . . . . . . . . . . . . . . . . . . .  3.1(d)
315(b). . . . . . . . . . . . . . . . . . . . . . . . .  2.7
315(c). . . . . . . . . . . . . . . . . . . . . . . . .  3.1
315(d). . . . . . . . . . . . . . . . . . . . . . . . .  3.1(d)
316(a). . . . . . . . . . . . . . . . . . . . . . . . .  1.1, 2.6, 5.4
316(b). . . . . . . . . . . . . . . . . . . . . . . . .  5.3
316(c). . . . . . . . . . . . . . . . . . . . . . . . .  8.2
317(a). . . . . . . . . . . . . . . . . . . . . . . . .  Inapplicable
317(b). . . . . . . . . . . . . . . . . . . . . . . . .  Inapplicable
318(a). . . . . . . . . . . . . . . . . . . . . . . . .  2.1(b)
318(b). . . . . . . . . . . . . . . . . . . . . . . . .  2.1
318(c). . . . . . . . . . . . . . . . . . . . . . . . .  2.1(a)

- -------------                
*    This Cross-Reference Table does not constitute part of the Guarantee
     Agreement and shall not affect the interpretation of any of its terms or
     provisions.

                                                                    EXHIBIT 5.1
                    [Simpson Thacher & Bartlett Letterhead]
 




                                                       October 17, 1997





First Hawaiian, Inc.
999 Bishop Street
Honolulu, Hawaii  96813

Ladies and Gentlemen:

              This opinion is delivered in connection with the Registration

Statement on Form S-4 (the "Registration Statement") filed under the

Securities Act of 1933, as amended (the "Act"), by First Hawaiian, Inc., a

Delaware corporation (the "Company"), and First Hawaiian Capital I, a

Delaware statutory business trust (the "Trust", and together with the

Company, the "Registrants"), which Registration Statement relates to (i)

$100,000,000 aggregate liquidation amount of the Trust's 8.343% Capital

Securities, Series B (the "New Capital Securities"), representing beneficial

ownership interests in the Trust, to be exchanged for $100,000,000 of the

Trust's outstanding 8.343% Capital Securities, Series A (the "Old Capital

Securities"), (ii) $100,000,000 aggregate principal amount of the Company's

8.343% Junior Subordinated Deferrable Interest Debentures due July 1, 2027

(the "New Junior Subordinated Debentures") to be issued by the Company and

exchanged for up to $100,000,000 aggregate principal amount of the Company's

outstanding 8.343% Junior Subordinated Deferrable Interest Debentures due

July 1, 2027 (the "Old Junior Subordinated Debentures") and (iii) an

unconditional and irrevocable guarantee (the "New Guarantee") of the

obligations of the Trust under the New Capital Securities to be issued by the

Company and exchanged for the Company's outstanding guarantee (the "Old

Guarantee") of the obligations of the Trust under the Old Capital Securities.

              We have examined (i) the Registration Statement, (ii) the

Junior Subordinated Indenture (the "Indenture") between the Company and The

First National Bank of Chicago, as Indenture Trustee (the "Indenture

Trustee"), dated as of June 30, 1997 and filed as an exhibit to the

Registration Statement, pursuant to which the New Junior Subordinated

Debentures are to be issued, and (iii) the form of Guarantee Agreement (the

"Guarantee Agreement") to be executed by the Company and The First National

Bank of Chicago, as Guarantee Trustee (the "Guarantee Trustee"), relating to

the New Guarantee, as filed as an exhibit to the Registration Statement.  In

addition, we have examined, and have relied as to matters of fact upon,

originals or copies, certified or otherwise identified to our satisfaction,

of such corporate records, agreements, documents and other instruments and

such certificates or comparable documents of public officials and of officers

and representatives of the Company, and have made such other and further

investigations, as we have deemed relevant and necessary as a basis for the

opinions hereinafter set forth.

              In such examination, we have assumed the genuineness of all

signatures, the legal capacity of natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents

of all documents submitted to us as certified or photostatic copies, and the

authenticity of the originals of such latter documents.  We have also assumed

that the Registration Statement, and any applicable amendments thereto

(including post-effective amendments), will have become effective under the

Act at the time of issuance of such New Capital Securities, New Junior

Subordinated Debentures and New Guarantee.

              Based upon the foregoing, and subject to the qualifications and

limitations stated herein, we are of the opinion that:

                      1.  Assuming that the Indenture has been duly authorized
       and validly executed and delivered by the Indenture Trustee, when such
       New Junior Subordinated Debentures have been duly executed,
       authenticated, issued and delivered in accordance with the provisions
       of the Indenture upon exchange of the Old Junior Subordinated
       Debentures as contemplated by the Registration Statement, such New
       Junior Subordinated Debentures will constitute valid and legally
       binding obligations of the Company, enforceable against the Company in
       accordance with their terms.

                      2.  When the Guarantee Agreement has been duly executed
       and delivered by the Company and the Guarantee Trustee, the New
       Guarantee will constitute a valid and legally binding obligation of
       the Company, enforceable against the Company in accordance with its
       terms.

              Our opinions set forth in paragraphs 1 and 2 above are subject

to the effects of bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and other similar laws relating to or affecting

creditors' rights generally, general equitable principles (whether considered

in a proceeding in equity or at law) and an implied covenant of good faith

and fair dealing.

              We are members of the Bar of the State of New York and we do

not express any opinion herein concerning any law other than the law of the

State of New York, the Delaware General Corporation Law and the federal law

of the United States.

              We hereby consent to the filing of this opinion letter as an

exhibit to the Registration Statement and to the reference to us under the

caption "Legal Matters" in the Prospectus forming a part of the Registration

Statement.

              This opinion letter is rendered to you in connection with the

above described transactions. This opinion letter may not be relied upon by

you for any other purpose, or relied upon by, or furnished to, any other

person, firm or corporation without our prior written consent.

                                              Very truly yours,

                                              /s/ Simpson Thacher & Bartlett

                                              SIMPSON THACHER & BARTLETT

                                                    EXHIBIT 5.2



                 Letterhead of Richards, Layton & Finger]

                                               October 17, 1997



First Hawaiian Capital I
c/o First Hawaiian, Inc.
First Hawaiian Center
999 Bishop Street
Honolulu, Hawaii 96813

     Re:  First Hawaiian Capital I

Ladies and Gentlemen:

     We have acted as special Delaware counsel for First Hawaiian, Inc., a
Delaware corporation (the "Company"), and First Hawaiian Capital I, 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 June 23, 1997 (the
"Certificate"), as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on June 23, 1997;

     (b)  The Trust Agreement of the Trust, dated as of June 23, 1997, among
the Company and the trustees of the Trust named therein;

     (c)  The Amended and Restated Trust Agreement of the Trust, dated as of
June 30, 1997 (including Exhibits A, C, D and E thereto) (the "Trust
Agreement"), among the Company, as depositor, the trustees of the Trust named
therein and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust;

     (d)  The Registration Statement on Form S-4 (the "Registration
Statement"), including a preliminary prospectus (the "Prospectus"), relating
to the 8.343% Capital Securities of the Trust, Series B, representing
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be
filed by the Company and the Trust with the Securities and Exchange
Commission on or about October 17, 1997; and

     (e)  A Certificate of Good Standing for the Trust, dated October 17,
1997, 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 in paragraphs (a) through (e) above.  In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us.  We have assumed
that there exists no provision in any document that we have not reviewed that
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.

     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 Capital Security is to be
issued by the Trust (collectively, the "Capital Security Holders") of a
Capital Securities Certificate and the consideration for the Capital Security
acquired by it, in accordance with the Trust Agreement and the Registration
Statement, and (vii) that the Capital Securities are issued to the Capital
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.

     2.   The Capital 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 Capital 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 Capital Security
Holders may be obligated to make payments under the Trust Agreement.

     We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.  In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" 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 Securities and Exchange Commission 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

                                                   EXHIBIT 8.1

                    [Simpson Thacher & Bartlett letterhead]

                                                       October 17, 1997


                      Re:    Offer to Exchange 8.343% Capital 
                             Securities, Series B for the Outstanding
                             8.343% Capital Securities, Series A      
                             _________________________________________


First Hawaiian, Inc.
999 Bishop Street
Honolulu, Hawaii 96813

First Hawaiian Capital I
c/o First Hawaiian, Inc.
999 Bishop Street
Honolulu, Hawaii 96813

Ladies and Gentlemen:

              We have acted as special United States federal income tax

counsel ("Tax Counsel") to First Hawaiian, Inc., a Delaware corporation (the

"Corporation"), and First Hawaiian Capital I, a statutory business trust

organized under the Business Trust Act of the State of Delaware (the

"Trust"), in connection with the preparation and filing by the Corporation

and the Trust with the Securities and Exchange Commission (the "Commission")

of a Registration Statement on Form S-4 (as amended, the "Registration

Statement") under the Securities Act of 1933, as amended (the "Securities

Act"), registering the exchange (referred to collectively herein as the

"Exchange") of:  (i) up to $100,000,000 aggregate liquidation amount of

8.343% Capital Securities, Series B (the "New Capital Securities"), which

will have been registered under the Securities Act pursuant to the

Registration Statement, for a like liquidation amount of the Trust's

outstanding 8.343% Capital Securities, Series A (the "Old Capital

Securities"); (ii) the Corporation's guarantee (which is set forth in the

Guarantee Agreement, dated as of June 30, 1997, between the Corporation and

The First National Bank of Chicago, as trustee (the "Old Guarantee

Trustee")), of the payment of distributions on, and payments upon liquidation

or redemption of, the Trust Securities (the "Old Guarantee") for a like

guarantee (which will be set forth in a new Guarantee Agreement between the

Corporation and The First National Bank of Chicago, as trustee (the "New

Guarantee Trustee")), of the Trust Securities (the "New Guarantee"), which

will have been registered under the Securities Act pursuant to the

Registration Statement; and (iii) all of the Corporation's outstanding 8.343%

Junior Subordinated Deferrable Interest Debentures (the "Old Junior

Subordinated Debentures") for a like aggregate principal amount of 8.343%

Junior Subordinated Deferrable Interest Debentures (the "New Junior

Subordinated Debentures"), which will have been registered under the

Securities Act pursuant to the Registration Statement.

              All capitalized terms used in this opinion letter and not

otherwise defined herein shall have the meaning ascribed to such terms in the

Registration Statement.

              In delivering this opinion letter, we have reviewed and relied

upon: (i) the Registration Statement; (ii) the Junior Subordinated Indenture,

dated as of June 30, 1997 (the "Junior Subordinated Indenture"), between the

Corporation and The First National Bank of Chicago, as trustee (the

"Indenture Trustee"); (iii) forms of the Old Junior Subordinated Debentures

and the New Junior Subordinated Debentures; (iv) the Amended and Restated

Trust Agreement, dated as of June 30, 1997 (the "Trust Agreement"), among the

Corporation, as Depositor, The First National Bank of Chicago, as the

Property Trustee, First Chicago Delaware Inc., as the Delaware Trustee, and

the Administrative Trustees named therein; (v) the Old Guarantee and a form

of the New Guarantee; and (vi) forms of the Trust Securities.  Further, we

have relied upon certain other statements and representations contained in

the Corporation's letter of representation dated June 30, 1997.  We also have

examined and relied upon originals or copies, certified or otherwise

identified to our satisfaction, of such records of the Corporation and the

Trust and such other documents, certificates and records as we have deemed

necessary or appropriate as a basis for the opinions set forth herein.

              In our examination of such material, we have assumed the

genuineness of all signatures, the authenticity of all documents submitted to

us as originals and the conformity to original documents of all copies of

documents submitted to us.  In addition, we also have assumed that (i) the

transactions related to the original issuance of the Old Junior Subordinated

Debentures, the Old Capital Securities and the Common Securities were

consummated in accordance with the terms of the documents and forms of

documents described herein and (ii) the Exchange will be consummated in

accordance with the terms of such documents and forms of documents.

              On the basis of the foregoing and assuming that the Trust was

formed and will be maintained in compliance with the terms of the Trust

Agreement, we hereby confirm (i) our opinions set forth in the Registration

Statement under the caption "Certain United States Federal Income Tax

Consequences" and (ii) that, subject to the qualifications set forth therein,

the discussion set forth in the Registration Statement under such caption is

an accurate summary of the United States federal income tax matters described

therein.

              We express no opinion with respect to the transactions referred

to herein or in the Registration Statement other than as expressly set forth

herein.  Moreover, we note that there is no authority directly on point

dealing with securities such as the Trust Securities or transactions of the

type described herein and that our opinion is not binding on the Internal

Revenue Service or the courts, either of which could take a contrary

position.  Nevertheless, we believe that if challenged, the opinions we

express herein would be sustained by a court with jurisdiction in a properly

presented case.

              Our opinion is based upon the Code, the Treasury regulations

promulgated thereunder and other relevant authorities and law, all as in

effect on the date hereof.  Consequently, future changes in the law may cause

the tax treatment of the transactions referred to herein to be materially

different from that described above.

              We are admitted to practice law only in the State of New York

and the opinions we express herein are limited solely to matters governed by

the federal law of the United States.

              We hereby consent to the use of this opinion for filing as

Exhibit 8.1 to the Registration Statement and the use of our name in the

Registration Statement under the captions "Certain United States Federal

Income Tax Consequences" and "Legal Matters".

                                      Very truly yours,
   
                                     /s/ Simpson Thacher & Bartlett

                                     SIMPSON THACHER & BARTLETT

Exhibit 12.1    Statement re:  Computation of Ratios



                              First Hawaiian, Inc. and Subsidiaries
               Computation of Consolidated Ratios of Earnings to Fixed Charges


                                                Six Months  
                                                   Ended                           Year Ended
                                                 June 30,                          December 31,
                                                ----------  --------------------------------------------------------- 
                                                   1997        1996        1995        1994        1993        1992
                                                 ---------   ---------   ---------   ---------   ---------   ---------
                                                                        (dollars in thousands)
                                                                                          

Income before income taxes and cumulative        $ 62,498    $115,834    $122,138    $111,501    $119,105    $127,880
  effect of a change in accounting principle     --------    --------    --------    --------    --------    --------

Fixed charges:

   Interest expense . . . . . . . . . . . . .     126,677     252,795     265,297     179,688     163,541     217,693
   Rental expense . . . . . . . . . . . . . .       5,379       4,932       4,600       5,355       4,013       5,801
                                                  -------     -------     -------     -------     -------     -------
                                                  132,056     257,727     269,897     185,043     167,554     223,494
Less interest on deposits . . . . . . . . . .      95,813     182,402     176,048     120,289     129,719     186,725
                                                  -------     -------     -------     -------     -------     -------
   Net fixed charges . . . . . . . . . . . . . .   36,243      75,325      93,849      64,754      37,835      36,769
                                                  -------     -------     -------     -------     -------     -------
   Earnings, excluding
     interest on deposits . . . . . . . . . .    $ 98,741    $191,159    $215,987    $176,255    $156,940    $164,649
                                                 ========    ========    ========    ========    ========    ========
   Earnings, including
    interest on deposits  . . . . . . . . . .    $194,554    $373,561    $392,035    $296,544    $286,659    $351,374
                                                 ========    ========    ========    ========    ========    ========

Ratio of earnings to fixed charges:

   Excluding interest on deposits . . . . . .        2.72x       2.54x       2.30x       2.72x       4.15x       4.48x

   Including interest on deposits . . . . . .        1.47x       1.45x       1.45x       1.60x       1.71x       1.57x


 For purposes of computing the above ratios, earnings represent income before income taxes and cumulative effect of a 
     change in accounting principle plus fixed charges.  Fixed charges, excluding interest on deposits, include interest
     (other than on deposits), whether expensed or capitalized, and that portion of rental expense (generally one third)
     deemed representative of the interest factor.  Fixed charges, including interest on deposits, include all interest,
     whether expensed or capitalized, and that portion of rental expense (generally one third) deemed representative of
     the interest factor.     

     The Corporation did not have any preferred stock outstanding during the periods shown above.

                                                            EXHIBIT 23.1



                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement
of First Hawaiian, Inc. on Form S-4 to be filed on October 17, 1997, of our
report dated January 16, 1997, on our audits of the consolidated financial
statements of First Hawaiian, Inc. and its subsidiaries as of December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994,
which report is included in the 1996 Annual Report on Form 10-K incorporated
by reference in this registration statement.  We also consent to the
reference to our firm under the caption "Independent Auditors".



                                    /s/ Coopers & Lybrand L.L.P.      

                                    COOPERS & LYBRAND L.L.P.




Honolulu, Hawaii
October 16, 1997

                                                   EXHIBIT 24.1
                                                  ------------

                              FIRST HAWAIIAN, INC.

                               POWER OF ATTORNEY
                             --------------------

KNOW ALL PERSONS BY THESE PRESENTS

          WHEREAS,  First  Hawaiian,   Inc.,  a   Delaware  corporation   (the
"Company"), intends to  file with the Securities and Exchange  Commission (the
"Commission") under  the Securities  Act of  1933, as  amended (the "Act"),  a
Registration Statement on  Form S-4 (the "Registration Statement"),  with such
amendments thereto as may be  necessary or appropriate, together with  any and
all  exhibits  and  other   documents  having  relation  to  the  Registration
Statement, in  connection with the  proposed exchange offer  of the  Company's
outstanding  8.343% Capital Securities,  Series A, for its  new 8.343% Capital
Securities, Series B;

          NOW, THEREFORE, the undersigned,  in their capacity as  directors or
officers  or both, as the  case may be,  of the Company do  hereby appoint and
constitute Walter A. Dods,  Jr., John K. Tsui and Howard  H. Karr, and each of
them severally,  his/her true  and lawful  attorneys-in-fact and agents,  with
power  to act  without the  others  and with  full power  of  substitution and
resubstitution, to execute for him/her  and in his/her name, place  and stead,
in his/her capacity as a  director or officer or both, as the  case may be, of
the  Company, the Registration  Statement and any and  all amendments thereto,
as said  attorneys  or  any  of  them shall  deem  necessary  or  appropriate,
together  with   all  instruments   necessary  or  incidental   in  connection
therewith, and  to  file the  same or  cause the  same  to be  filed with  the
Commission.  Each of said attorneys shall  have full power and authority to do
and perform  in the  name and  on behalf of  the undersigned,  in any and  all
capacities, every  act whatsoever  necessary or  desirable to be  done in  the
premises, as  fully and to all  intents and purposes as  the undersigned might
or could do in person, the undersigned hereby ratifying  and approving the act
of said attorneys and each of them.

          IN WITNESS  WHEREOF, the undersigned  have executed  this instrument
this 17th day of October, 1997.

 /s/ John W.A. Buyers                     /s/ Richard T. Mamiya
- -----------------------------------     ------------------------------------
John W.A. Buyers                         Richard T. Mamiya

 /s/ John C. Couch                        /s/ Fujio Matsuda
- -----------------------------------     ------------------------------------
John C. Couch                            Fujio Matsuda

 /s/ Walter A. Dods, Jr.                  /s/ Roderick F. McPhee
- -----------------------------------     ------------------------------------
Walter A. Dods, Jr.                      Roderick F. McPhee

 /s/ Julia Ann Frohlich                   /s/ George P. Shea, Jr.
- -----------------------------------     ------------------------------------
Julia Ann Frohlich                       George P. Shea, Jr.

 /s/ Paul Mullin Ganley                   /s/ John K. Tsui
- -----------------------------------     ------------------------------------
Paul Mullin Ganley                       John K. Tsui

 /s/ David M. Haig                        /s/ Fred C. Weyand
- -----------------------------------     ------------------------------------
David M. Haig                            Fred C. Weyand

 /s/ John A. Hoag                         /s/ Robert C. Wo
- -----------------------------------     ------------------------------------
John A. Hoag                             Robert C. Wo

 /s/ Bert T. Kobayashi, Jr.
- -----------------------------------
Bert T. Kobayashi, Jr.

                                                                  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 FIRST NATIONAL BANK OF CHICAGO
              (Exact name of trustee as specified in its charter)


    A National Banking Association                           36-0899825
                                                             (I.R.S. employer
                                                       identification number)

One First National Plaza, Chicago, Illinois                  60670-0126
         (Address of principal executive offices)             (Zip Code)

                      The First National Bank of Chicago
                     One First National Plaza, Suite 0286
                        Chicago, Illinois   60670-0286
            Attn:  Lynn A. Goldstein, Law Department (312) 732-6919
           (Name, address and telephone number of agent for service)
                                                         
                     -----------------------------------

                             FIRST HAWAIIAN, INC. 
              (Exact name of obligor as specified in its charter)

         Delaware                                      99-0156159
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                     identification number)


         First Hawaiian Bank Tower
         999 Bishop Street
         Honolulu, Hawaii                              96813
(Address of principal executive offices)              (Zip Code)

 8.343% Junior Subordinated Deferrable Interest Debentures, Series B, Due 2027

                        (Title of Indenture Securities)


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.

                 Comptroller of Currency, Washington, D.C.,
                 Federal Deposit Insurance Corporation, 
                 Washington, D.C., The Board of Governors of
                 the Federal Reserve System, Washington, D.C.

                 (b)      Whether it is authorized to exercise
                 corporate trust powers.

                 The trustee is authorized to exercise corporate
                 trust powers.

Item 2.  Affiliations With the Obligor.  If the obligor
         is an affiliate of the trustee, describe each
         such affiliation.

                 No such affiliation exists with the trustee.

 
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 now in effect.*

                 2.  A copy of the certificates of authority of the
                     trustee to commence business.*

                 3.  A copy of the authorization of the trustee to
                     exercise corporate trust powers.*

                 4.  A copy of the existing by-laws of the trustee.*

                 5.  Not Applicable.

                 6.  The consent of the trustee required by
                     Section 321(b) of the Act.

                 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.


         Pursuant to the  requirements of the  Trust Indenture Act  of
         1939, as  amended, the trustee,  The First  National Bank  of
         Chicago,   a  national  banking   association  organized  and
         existing  under the laws of the United States of America, has
         duly caused  this Statement  of Eligibility  to be  signed on
         its behalf  by  the undersigned,  thereunto duly  authorized,
         all  in the  City of  Chicago and  State of Illinois,  on the
         15th day of October, 1997.


                                  The First National Bank of Chicago,
                                  Trustee

                                  By       /s/ Richard D. Manella

                                           Richard D. Manella
                                           Vice President and Senior Counsel
              





* Exhibits  1, 2, 3  and 4  are herein incorporated  by reference to  Exhibits
bearing  identical numbers in Item  16 of the  Form T-1 of  The First National
Bank  of Chicago, filed as Exhibit 25.1  to the Registration Statement on Form
S-3 of SunAmerica Inc.  filed with the Securities  and Exchange Commission  on
October 25, 1996 (Registration No. 333-14201).

                                   EXHIBIT 6



                      THE CONSENT OF THE TRUSTEE REQUIRED
                         BY SECTION 321(b) OF THE ACT


                                                            October 15, 1997



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In connection with  the qualification of an indenture between  First Hawaiian,
Inc. and The  First National Bank of  Chicago, the undersigned,  in accordance
with Section  321(b) of the Trust  Indenture Act of  1939, as amended,  hereby
consents that the reports of examinations of the undersigned, made  by Federal
or  State authorities authorized  to make such examinations,  may be furnished
by  such  authorities  to  the Securities  and  Exchange  Commission upon  its
request therefor.


                                  Very truly yours,

                                  The First National Bank of Chicago

                                  By:      /s/ Richard D. Manella

                                           Richard D. Manella
                                           Vice President and Senior Counsel

                                   EXHIBIT 7


Legal Title of Bank:    The First National Bank of    Call Date: 06/30/97  
                          Chicago                     ST-BK: 17-1630 FFIEC 031
                                                      Page RC-1
Address:                One First National Plaza,
                        Ste 0303
City, State Zip:        Chicago, IL 60670
FDIC Certificate No.    0/3/6/1/8

Consolidated Report of Condition for Insured Commercial 
and State-Chartered Savings Banks for June 30, 1997

All schedules are to be reported in  thousands of dollars. Unless otherwise 
indicated, report the  amount outstanding as of the  last business day of 
the quarter.

Schedule RC-Balance Sheet

                                                                                                              C400
                                                  Dollar Amounts                                             BIL MIL
                                                   in Thousands                     RCFD                      THOU
                                                   -------------                    ----                     ------

                                                                                                        
ASSETS
1.  Cash and balances due from depository
    institutions (from Schedule RC-A):   
 
    a.  Noninterest-bearing balances 
        and currency and coin  .                                               0081           4,415,563            1.a.
    b.  Interest-bearing
        balances . . . . . . . .                                               0071           7,049,275            1.b.
2.  Securities 
    a.  Held-to-maturity 
        securities (from Schedule RC-
        B, column A) . . . . . . . .                                               1754                   0            2.a.
    b.  Available-for-sale                                           
        securities (from Schedule
        RC-B, column D)  . . . . . .                                               1773           4,455,173            2.b.
3.  Federal funds sold and securities    
    purchased under agreements to resell                                           1350           4,604,233            3. 
4.  Loans and lease financing
    receivables:
    a:  Loans and leases, net of
        unearned income (from
        Schedule RC-C) . . . . . . .           RCFD 2122     24,185,099                                                4.a.
    b.  LESS: Allowance for loan and
        lease losses . . . . . . . .           RCFD 3123        423,419                                                4.b.
    c:  LESS: Allocated transfer
        risk reserve . . . . . . . .           RCFD 3128              0                                                4.c.
    d:  Loans and leases, net of                                   
        unearned income, allowance,
        and reserve (item 4.a minus
        4.b and 4.c) . . . . . . . .                                               2125            23,761,680          4.d.
5.  Trading assets (from Schedule RD-D) .                                          3545             6,930,216          5.

6.  Premises and fixed assets (including                                       
    capitalized leases) . . . . . . . . .                                          2145               705,704          6.
7.  Other real estate owned (from 
    Schedule RC-M)  . . . . . . . . . . .                                          2150                 7,960          7.
8.  Investments in unconsolidated
    subsidiaries and associated companies
    (from Schedule RC-M)  . . . . . . . .                                          2130                64,504          8.
9.  Customers' liability to this bank on
    acceptances outstanding . . . . . . .                                          2155               562,251          9.
10. Intangible assets (from
     Schedule RC-M) . . . . . . . . . . .                                          2143               283,716         10.
11.  Other assets (from Schedule
     RC-F)  . . . . . . . . . . . . . . .                                          2160             1,997,778         11.
12.  Total assets (sum of items 1
     through 11)  . . . . . . . . . . . .                                          2170            54,837,423         12.


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

 Includes cash items in process of collection and unposted debits.
 Includes time certificates of deposit not held for trading.




Legal Title of Bank:    The First National Bank of    Call Date: 06/30/97
                          Chicago                     ST-BK: 17-1630 FFIEC 031
                                                      Page RC-2
Address:                One First National Plaza, 
                        Ste 0303 
City, State Zip:        Chicago, IL 60670
FDIC Certificate No.    0/3/6/1/8
                     

Schedule RC-Continued
  
                                                       Dollar Amounts in
                                                           Thousands                                 Bil Mil Thou
                                                       -----------------                             ------------

                                                                                                           
            LIABILITIES
            13. Deposits:
              a.  In domestic             
                  offices (sum of
                  totals of columns
                  A and C from
                  Schedule RC-E,
                  part 1) . . . . .                                                 RCON 2200          21,852,164       13.a
                (1) Noninterest-   
                bearing   . . .                  RCON 6631    9,474,510                                             13.a.1 
                (2) Interest- 
                bearing   . . . . .                  RCON 6636   12,377,654                                             13.a.2
              b.  In foreign
                  offices, Edge and
                  Agreement
                  subsidiaries, and
                  IBFs (from
                  Schedule RC-E
                  Part II)  . . . .                                                 RCFN 2200          13,756,280       13.b
                  (1)  Noninterest                      
                     bearing  . . .                  RCFN 6631      330,030                                             13.b.1
                  (2)  Interest-                        
                     bearing  . . .                  RCFN 6636   13,426,250                                             13.b.2
            14. Federal funds
                purchased and
                securities sold
                under agreements to
                repurchase:   . . .                                                 RCFD 2800          3,827,159        14
            15. a.  Demand notes
                    issued to the
                    U.S. Treasury                                                   RCON 2840             40,307        15.a
              b.  Trading
                  Liabilities (from
                  Schedule RC-D)  .                                                 RCFD 3548          4,985,577        15.b
            16. Other borrowed
                money:  
              a.  With original
                  maturity of one
                  year or less  . .                                                 RCFD 2332          2,337,018        16.a

              b.  With original      
                  maturity of more than
                  one year through
                  three years . . .                                                 A547                 265,393         16.b
              c.  With a remaining
                  maturity of more
                  than three years                                                  A548                 322,175         16.c  
            17. Not applicable
            18. Bank's liability on 
                acceptance executed
                and outstanding   .                                                 RCFD 2920            562,251         18
            19. Subordinated notes
                and debentures                                                  RCFD 3200          1,700,000         19  
            20. Other liabilities
                (from Schedule RC-
                G)  . . . . . . . .                                                 RCFD 2930            929,875         20
            21. Total liabilities
                (sum of items 13
                through 20)   . . .                                                 RCFD 2948         50,618,199         21
            22. Not applicable  . .                        
            EQUITY CAPITAL
            23. Perpetual preferred 
                stock and related
                surplus   . . . . .                                                 RCFD 3838                  0         23
            24. Common stock  . . .                                                 RCFD 3230            200,858         24
            25. Surplus (exclude   
                all surplus related
                to preferred stock)                                                 RCFD 3839          2,948,616         25   
            26. a.  Undivided
                    profits and
                    capital reserves                                                RCFD 3632          1,059,214         26.a
              b.  Net unrealized     
                  holding gains
                  (losses) on
                  available-for-
                  sale securities .                                                 RCFD 8434             12,788         26.b
            27. Cumulative foreign   
                currency
                translation
                adjustments . . . .                                                 RCFD 3284             (2,252)        27
            28. Total equity
                capital (sum of
                items 23 through
                27)   . . . . . . .                                                 RCFD 3210          4,219,224         28
            29. Total liabilities
                and equity capital
                (sum of items 21
                and 28)   . . . . .                                                 RCFD 3300         54,837,423         29

            Memorandum8
            To be reported only
            with the March Report
            of Condition.
            1.  Indicate in the box                                                                                      Number
                at the right the
                number of the
                statement below
                that best describes
                the most comprehensive
                level of auditing work
                performed for the
                bank by independent
                external auditors as of
                any date during 1996 . . . . . . .       RCFD 6724                  N/A                                  M.1.

         1 =  Independent audit of the bank conducted in accordance
              with generally accepted auditing standards by a certified
              public accounting firm which submits a report on the bank
         2 =  Independent audit of the bank's parent holding company
              conducted in accordance with generally accepted auditing
              standards by a certified public accounting firm which
              submits a report on the consolidated holding company
              (but not on the bank separately)
         3 =  Directors' examination of the bank conducted in
              accordance with generally accepted auditing standards
              by a certified public accounting firm (may be required by
              state chartering authority)
          4 = Directors' examination of the bank performed by other
              external auditors (may be required by state chartering authority)
          5 = Review of the bank's financial statements by external auditors
          6 = Compilation of the bank's financial statements by external
              auditors
          7 = Other audit procedures (excluding tax preparation work)
          8 = No external audit work

          -----------
          
          Includes total demand deposits and noninterest-bearing time 
              and savings deposits.
          Includes limited-life preferred stock and related surplus.

                                                                  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 FIRST NATIONAL BANK OF CHICAGO
              (Exact name of trustee as specified in its charter)

    A National Banking Association                           36-0899825
                                                       (I.R.S. employer
                                                   identification number)

One First National Plaza, Chicago, Illinois                 60670-0126
         (Address of principal executive offices)            (Zip Code)

                      The First National Bank of Chicago
                     One First National Plaza, Suite 0286
                        Chicago, Illinois   60670-0286
            Attn:  Lynn A. Goldstein, Law Department (312) 732-6919
           (Name, address and telephone number of agent for service)

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

                           FIRST HAWAIIAN CAPITAL I 
              (Exact name of obligor as specified in its charter)


         Delaware                                      94-3284085
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                     identification number)

         First Hawaiian Bank Tower
         999 Bishop Street
         Honolulu, Hawaii                               96813
(Address of principal executive offices)               (Zip Code)


                      8.343% Capital Securities, Series B
                         (Title of Indenture Securities)

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.

                 Comptroller of Currency, Washington, D.C.,
                 Federal Deposit Insurance Corporation, 
                 Washington, D.C., The Board of Governors of
                 the Federal Reserve System, Washington, D.C.

                 (b)      Whether it is authorized to exercise
                 corporate trust powers.

                The trustee is authorized to exercise corporate
                trust powers.

Item 2.         Affiliations With the Obligor.  If the obligor
                is an affiliate of the trustee, describe each
                such affiliation.

                 No such affiliation exists with the trustee.

 
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 now in effect.*

                 2.  A copy of the certificates of authority of the
                     trustee to commence business.*

                 3.  A copy of the authorization of the trustee to
                     exercise corporate trust powers.*

                 4.  A copy of the existing by-laws of the trustee.*

                 5.  Not Applicable.

                 6.  The consent of the trustee required by
                     Section 321(b) of the Act.

                 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.


         Pursuant to the  requirements of the  Trust Indenture Act  of
         1939, as  amended, the trustee,  The First  National Bank  of
         Chicago,   a  national  banking   association  organized  and
         existing  under the laws of the United States of America, has
         duly caused  this Statement  of Eligibility  to be  signed on
         its behalf  by  the undersigned,  thereunto duly  authorized,
         all  in the  City of  Chicago and  State of Illinois,  on the
         15th day of October, 1997.


                                  The First National Bank of Chicago,
                                  Trustee

                                  By       /s/ Richard D. Manella

                                           Richard D. Manella
                                           Vice President and Senior Counsel
              





* Exhibits  1, 2, 3  and 4  are herein incorporated  by reference to  Exhibits
bearing  identical numbers in Item  16 of the  Form T-1 of  The First National
Bank  of Chicago, filed as Exhibit 25.1  to the Registration Statement on Form
S-3 of SunAmerica Inc.  filed with the Securities  and Exchange Commission  on
October 25, 1996 (Registration No. 333-14201).

                                   EXHIBIT 6



                      THE CONSENT OF THE TRUSTEE REQUIRED
                         BY SECTION 321(b) OF THE ACT


                                                   October 15, 1997 





Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In  connection  with  the  qualification of  the  Amended  and Restated  Trust
Agreement of  First Hawaiian Capital  I, the undersigned,  in accordance  with
Section  321(b)  of  the  Trust  Indenture Act  of  1939,  as  amended, hereby
consents that the  reports of examinations of the undersigned, made by Federal
or  State authorities authorized  to make such examinations,  may be furnished
by  such  authorities  to  the Securities  and  Exchange  Commission upon  its
request therefor.


                                          Very truly yours,

                                           The First National Bank of Chicago

                                  By:      /s/ Richard D. Manella

                                           Richard D. Manella
                                           Vice President and Senior Counsel
              

                                   EXHIBIT 7


Legal Title of Bank:  The First National Bank of    Call Date: 06/30/97  
                                                    ST-BK: 17-1630 FFIEC 031
                                                    Page RC-1
Address:              One First National Plaza, 
                      Ste 0303
City, State Zip:      Chicago, IL 60670    
FDIC Certificate No.  0/3/6/1/8
                      
Consolidated Report of Condition for Insured Commercial 
and State-Chartered Savings Banks for June 30, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise 
indicated, report the amount outstanding as of the last business 
day of the quarter.

Schedule RC-Balance Sheet

                                                                                                  C400
                                                         Dollar Amounts                              BIL MIL
                                                          in Thousands               RCFD              THOU
                                                          -------------               ----             ------

                                                C>                                                    
ASSETS
1.  Cash and balances due from depository
    institutions (from Schedule RC-A):
    a.  Noninterest-bearing balances
        and currency and coin  .                                               0081           4,415,563        1.a.
    b.  Interest-bearing
         balances . . . . . . . .                                              0071           7,049,275        1.b.
2.  Securities 
    a.   Held-to-maturity             
         securities(from Schedule RC-
         B, column A) . . . . . . . .                                              1754                   0        2.a.
    b.   Available-for-sale          
         securities (from Schedule
         RC-B, column D)  . . . . . .                                              1773           4,455,173        2.b.
3.  Federal funds sold and securities
    purchased under agreements to resell                                           1350           4,604,233        3.
4.  Loans and lease financing
    receivables:
    a:  Loans and leases, net of
        unearned income (from
        Schedule RC-C) . . . . . . .                 RCFD 2122    24,185,099                                       4.a.
    b.  LESS: Allowance for loan and
        lease losses . . . . . . . .                 RCFD 3123       423,419                                       4.b.
    c:  LESS: Allocated transfer
        risk reserve . . . . . . . .                 RCFD 3128             0                                       4.c.
    d:  Loans and leases, net of
        unearned income, allowance,
        and reserve (item 4.a minus
        4.b and 4.c) . . . . . . . .                                               2125           23,761,680       4.d.
5.  Trading assets (from Schedule RD-D) .                                          3545            6,930,216       5.

6.  Premises and fixed assets (including
    capitalized leases) . . . . . . . . .                                           2145             705,704        6.
7.  Other real estate owned (from         
    Schedule RC-M)  . . . . . . . . . . .                                           2150               7,960        7.
8.  Investments in unconsolidated          
    subsidiaries and associated companies
    (from Schedule RC-M)  . . . . . . . .                                           2130              64,504        8.
9.  Customers' liability to this bank on
    acceptances outstanding . . . . . . .                                           2155             562,251        9.
10. Intangible assets (from              
    Schedule RC-M)  . . . . . . . . . . .                                           2143             283,716       10.
11. Other assets (from Schedule
    RC-F)   . . . . . . . . . . . . . . .                                           2160           1,997,778       11.
12. Total assets (sum of items 1
    through 11)   . . . . . . . . . . . .                                           2170          54,837,423       12.


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

 Includes cash items in process of collection and unposted debits.
 Includes time certificates of deposti not held for trading.




Legal Title of Bank:   The First National Bank of    Call Date: 06/30/97  
                                                     ST-BK: 17-1630 FFIEC 031
                                                     Page RC-2
Address:               One First National Plaza,
                       Ste 0303
City, State Zip:       Chicago, IL 60670
FDIC Certificate No.   0/3/6/1/8
                      
Schedule RC-Continued


                                                    Dollar Amounts in
                                                        Thousands                               Bil Mil Thou
                                                     ---------------                            ------------

                                                                                                          
LIABILITIES
13. Deposits:
    a.  In domestic offices (sum of   
        totals of columns A and C from
        Schedule RC-E, part 1)  . . .                                                 RCON 2200          21,852,164       13.a
        (1) Noninterest-bearing .                  RCON 6631    9,474,510                                             13.a.1
        (2) Interest-bearing  . . . .                  RCON 6636   12,377,654                                             13.a.2
    b.  In foreign offices, Edge and
        Agreement subsidiaries, and
        IBFs (from Schedule RC-E Part
        II) . . . . . . . . . . . . .                                                 RCFN 2200          13,756,280       13.b
        (1)  Noninterest bearing  . .                  RCFN 6631     330,030                                              13.b.1
        (2)  Interest-bearing   . . .                  RCFN 6636  13,426,250                                              13.b.2
14.     Federal funds purchased and                                                   RCFD 2800          3,827,159        14
        securities sold under
        agreements to repurchase:
15. a.  Demand notes issued to the U.S.
        Treasury . . . . . . . . . . .                                                RCON 2840             40,307         15.a.
    b.  Trading Liabilities (from  
        Schedule RC-D)  . . . . . . .                                                 RCFD 3548          4,985,577        15.b.
16.     Other borrowed money:
    a.  With original maturity of one
        year or less  . . . . . . . .                                                 RCFD 2332          2,337,018        16.a
    b.  With original maturity of more than
        one year through three years                                                   A547               265,393         16.b
    c.  With a remaining maturity of
        more than three years . . . .                                                  A548               322,175         16.c
17.     Not applicable  . . . . . . . 
18.     Bank's liability on acceptance 
        executed and outstanding  . .                                                  RCFD 2920          562,251          18
19.     Subordinated notes and
        debentures  . . . . . . .                                                  RCFD 3200          1,700,000         19
20.     Other liabilities (from
        Schedule RC-G)  . . . . . . .                                                  RCFD 2930          929,875           20
21.     Total liabilities (sum of items 
        13 through 20)  . . . . . . .                                                  RCFD 2948          50,618,199        21
22.     Not applicable  . . . . . . .             
EQUITY CAPITAL
23.     Perpetual preferred stock and  
        related surplus . . . . . . .                                                  RCFD 3838          0                 23

24.     Common stock  . . . . . . . .                                                 RCFD 3230            200,858         24
25.     Surplus (exclude all surplus
        related to preferred stock) .                                                 RCFD 3839          2,948,616         25
26.a.   Undivided profits and capital
        reserves  . . . . . . . . . .                                                 RCFD 3632          1,059,214         26.a.
    b.  Net unrealized holding gains
        (losses) on available-for-sale
        securities  . . . . . . . . .                                                 RCFD 8434             12,788         26.b.
27.     Cumulative foreign currency 
        translation adjustments . . .                                                 RCFD 3284             (2,252)        27
28.     Total equity capital (sum of
        items 23 through 27)  . . . .                                                 RCFD 3210           4,219,224        28
29.     Total liabilities and equity  
        capital (sum of items 21 and
        28) . . . . . . . . . . . . .                                                 RCFD 3300          54,837,423        29
Memorandum
To be reported only with the March
Report of Condition.
1.  Indicate in the box at the right                                                                                      Number
    the number of the statement below
    that best describes the most comprehensive 
    level  of auditing work performed for the
    bank by independent external auditors as 
    of any date during 1996 . . . . . . . . . .                 RCFD 6724                  N/A                             M.1.



         1 =  Independent audit of the bank conducted in accordance
              with generally accepted auditing standards by a certified
              public accounting firm which submits a report on the bank
         2 =  Independent audit of the bank's parent holding company
              conducted in accordance with generally accepted auditing
              standards by a certified public accounting firm which
              submits a report on the consolidated holding company
              (but not on the bank separately)
         3 =  Directors' examination of the bank conducted in
              accordance with generally accepted auditing standards
              by a certified public accounting firm (may be required by
              state chartering authority)
         4 =  Directors' examination of the bank performed by other
              external auditors (may be required by state chartering
              authority)
         5 =  Review of the bank's financial statements by external
              auditors
         6 =  Compilation of the bank's financial statements by
              external auditors
         7 =  Other audit procedures (excluding tax preparation work)
         8 =  No external audit work

         ------------
         [FN]            
          Includes total demand deposits and noninterest-bearing time 
              and savings deposits.
          Includes limited-life preferred stock and related surplus.

                                                                   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 FIRST NATIONAL BANK OF CHICAGO
              (Exact name of trustee as specified in its charter)

    A National Banking Association                          36-0899825
                                                            (I.R.S. employer
                                                      identification number)

One First National Plaza, Chicago, Illinois                   60670-0126
         (Address of principal executive offices)             (Zip Code)

                      The First National Bank of Chicago
                     One First National Plaza, Suite 0286
                        Chicago, Illinois   60670-0286
            Attn:  Lynn A. Goldstein, Law Department (312) 732-6919
           (Name, address and telephone number of agent for service)

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

                             FIRST HAWAIIAN, INC. 
              (Exact name of obligor as specified in its charter)


         Delaware                                         99-0156159
   (State or other jurisdiction of                       (I.R.S. employer
   incorporation or organization)                  identification number)


         First Hawaiian Bank Tower
         999 Bishop Street
         Honolulu, Hawaii                                  96813
(Address of principal executive offices)                  (Zip Code)


                        Guarantee of Capital Securities
                        (Title of Indenture Securities)

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.

                 Comptroller of Currency, Washington, D.C.,
                 Federal Deposit Insurance Corporation, 
                 Washington, D.C., The Board of Governors of
                 the Federal Reserve System, Washington, D.C.

                 (b)      Whether it is authorized to exercise
                 corporate trust powers.

                 The trustee is authorized to exercise corporate
                 trust powers.

Item 2.          Affiliations With the Obligor.  If the obligor
                 is an affiliate of the trustee, describe each
                 such affiliation.

                 No such affiliation exists with the trustee.

 
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 now in effect.*

                 2.  A copy of the certificates of authority of the
                     trustee to commence business.*

                 3.  A copy of the authorization of the trustee to
                     exercise corporate trust powers.*

                 4.  A copy of the existing by-laws of the trustee.*

                 5.  Not Applicable.

                 6.  The consent of the trustee required by
                     Section 321(b) of the Act.

                 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.


         Pursuant to the  requirements of the  Trust Indenture Act  of
         1939, as  amended, the trustee,  The First  National Bank  of
         Chicago,   a  national  banking   association  organized  and
         existing  under the laws of the United States of America, has
         duly caused  this Statement  of Eligibility  to be  signed on
         its behalf  by  the undersigned,  thereunto duly  authorized,
         all  in the  City of  Chicago and  State of Illinois,  on the
         15th day of October, 1997.


                                  The First National Bank of Chicago,
                                  Trustee

                                  By       /s/ Steve M. Husbands

                                           Name:   Steve M. Husbands
                                           Title:  Assistant Vice President







* Exhibits  1, 2, 3  and 4  are herein incorporated  by reference to  Exhibits
bearing  identical numbers in Item  16 of the  Form T-1 of  The First National
Bank  of Chicago, filed as Exhibit 25.1  to the Registration Statement on Form
S-3 of SunAmerica Inc.  filed with the Securities  and Exchange Commission  on
October 25, 1996 (Registration No. 333-14201).

                                   EXHIBIT 6



                      THE CONSENT OF THE TRUSTEE REQUIRED
                         BY SECTION 321(b) OF THE ACT


                                                 October 15, 1997



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In connection with the qualification of a Guarantee of First Hawaiian, Inc.,
relating  to  the  Capital  Securities  of  First  Hawaiian  Capital  I,  the
undersigned, in accordance with Section 321(b)  of the Trust Indenture Act  of
1939, as  amended, hereby  consents that the  reports of  examinations of  the
undersigned,  made by  Federal or  State authorities  authorized to  make such
examinations,  may  be furnished  by  such authorities  to the  Securities and
Exchange Commission upon its request therefor.


                                 Very truly yours,

                                 The First National Bank of Chicago

                                  By:      /s/ Steve M. Husbands

                                           Name:   Steve M. Husbands
                                           Title:  Assistant Vice President 




                                                    EXHIBIT 7

Legal Title of Bank:    The First National Bank of    Call Date: 06/30/97  
                          Chicago                     ST-BK: 17-1630 FFIEC 031
Address:                One First National Plaza,     Page RC-1
                        Ste 0303
City, State Zip:        Chicago, IL 60670
FDIC Certificate No.    0/3/6/1/8
                         

Consolidated Report of Condition for Insured Commercial 
and State-Chartered Savings Banks for June 30, 1997

All schedules are to be reported in thousands of dollars. Unless 
otherwise indicated, report the amount outstanding as of the last
business day of the quarter.

Schedule RC-Balance Sheet

                                                                                                            C400
                                                                                                           ______     
                                                              Dollar Amounts                              BIL MIL
                                                               in Thousands               RCFD              THOU
                                                              -------------               ----             ------

                                                                                                                
            ASSETS
            1.  Cash and balances due from depository
                institutions (from Schedule RC-A):  
              a.  Noninterest-bearing balances and                                        
                  currency and coin . . . . . . .                                      0081           4,415,563         1.a.
              b.  Interest-bearing balances . . .                                      0071           7,049,275         1.b.
            2.  Securities:
              a.  Held-to-maturity securities(from                                    
                  Schedule RC-B, column A)  . . . . .                                      1754                   0         2.a.
              b.  Available-for-sale securities (from                                     
                  Schedule RC-B, column D)  . . . . .                                      1773           4,455,173         2.b.
            3.  Federal funds sold and securities                                         
                purchased under agreements to resell . .                                   1350           4,604,233         3.
            4.  Loans and lease financing
                receivables:
              a:  Loans and leases, net of unearned                                                                         
                  income (from Schedule RC-C) . . . .  RCFD 2122 24,185,099                                                 4.a.  
              b.  LESS: Allowance for loan and lease                                                                        
                  losses  . . . . . . . . . . . . . .  RCFD 3123   423,419                                                  4.b.
              c:  LESS: Allocated transfer risk                                                                  
                  reserve . . . . . . . . . . . . . .  RCFD 3128    0                                                       4.c.
              d:  Loans and leases, net of unearned                                      
                  income, allowance, and reserve
                  (item 4.a minus 4.b and 4.c)  . . .                                      2125          23,761,680         4.d.
            5.  Trading assets (from Schedule RD-D) .                                      3545           6,930,216           5.
            6.  Premises and fixed assets (including 
                capitalized leases)   . . . . . . . .                                      2154             705,704           6.

            7.  Other real estate owned (from                       
                Schedule RC-M)  . . . . . . . . . . .                                      2150               7,960           7. 
            8.  Investments in unconsolidated                                             
                subsidiaries and associated companies
                (from Schedule RC-M)  . . . . . . . .                                      2130              64,504           8.
            9.  Customers' liability to this bank on 
                acceptances outstanding   . . . . . .                                      2155             562,251           9.
            10. Intangible assets (from Schedule RC-
                M)  . . . . . . . . . . . . . . . . .                                      2143             283,716          10.
            11. Other assets (from Schedule RC-F) . .                                      2160           1,997,778          11.
            12. Total assets (sum of items 1 through  
                11)   . . . . . . . . . . . . . . . .                                      2170           54,837,42          12.


            -------------
            
             Includes cash items in process of collection and unposted
                 debits.
             Includes time certificates of deposit not held for trading.




Legal Title of Bank:   The First National Bank of    Call Date: 06/30/97  
                         Chicago                     ST-BK: 17-1630 FFIEC 031
                                                     Page RC-2
Address:               One First National Plaza,
                       Ste 0303 
City, State Zip:       Chicago, IL  60670
FDIC Certificate No.   0/3/6/1/8

Schedule RC-Continued

                                                Dollar Amounts in
                                                    Thousands                                      Bil Mil Thou
                                                 ---------------                                   ------------

                                                                                                              
            LIABILITIES
            13. Deposits:
              a.  In domestic                                                        
                  offices (sum of
                  totals of columns
                  A and C from
                  Schedule RC-E,
                  part 1) . . . . .                                                   RCON 2200          21,852,164       13.a
                (1) Noninterest-     
                bearing   . . .           RCON 6631   9,474,510                                                       13.a.1
                (2) Interest-
                bearing   . . . . .           RCON 6636  12,377,654                                                       13.a.2
              b.  In foreign
                  offices, Edge and
                  Agreement
                  subsidiaries, and
                  IBFs (from
                  Schedule RC-E
                  Part II)  . . . .                                                   RCFN 2200          13,756,280       13.b
                (1)  Noninterest          
                     bearing  . . .           RCFN 6631     330,030                                                       13.b.1
                (2)  Interest-     
                     bearing  . . .           RCFN 6636  13,426,250                                                       13.b.2
            14. Federal funds 
                purchased and
                securities sold
                under agreements to
                repurchase:
            15. a.  Demand notes                                                      
                    issued to the
                    U.S. Treasury .                                                   RCON 2840              40,307       15.a. 
              b.  Trading                                                             
                  Liabilities (from
                  Schedule RC-D)  .                                                   RCFD 3548           4,985,577       15.b.
            16. Other borrowed
                money:

              a:  With original                                                      
                  maturity of one
                  year or less  . .                                                   RCFD 2332        2,337,018        16.a
              b.  With original
                  maturity of more than
                  one year through
                  three years . . .                                                   A547               265,393        16.b
              c.  With a remaining                                                  
                  maturity of more
                  than three years                                                    A548               322,175        16.c
            17. Not applicable
            18. Bank's liability on
                acceptance executed
                and outstanding   .                                                   RCFD 2920          562,251        18
            19. Subordinated notes
                and debentures  
            20. Other liabilities                                                     RCFD 3200        1,700,000        19
                (from Schedule RC-
                G)  . . . . . . . .                                                   RCFD 2930          929,875        20
            21. Total liabilities
                (sum of items 13
                through 20)   . . .                                                   RCFD 2948       50,618,199        21
            22. Not applicable  . .                        
            EQUITY CAPITAL
            23. Perpetual preferred
                stock and related
                surplus   . . . . .                                                   RCFD 3838                0        23
            24. Common stock  . . .                                                   RCFD 3230          200,858        24
            25. Surplus (exclude
                all surplus related
                to preferred stock)                                                   RCFD 3839        2,948,616        25   
            26. a.  Undivided
                    profits and
                    capital reserves                                                  RCFD 3632        1,059,214        26.a. 
              b.  Net unrealized
                  holding gains
                  (losses) on
                  available-for-
                  sale securities .                                                   RCFD 8434           12,788        26.b.
            27. Cumulative foreign
                currency
                translation
                adjustments   . . .                                                   RCFD 3284           (2,252)       27
            28. Total equity
                capital (sum of
                items 23 through
                27)   . . . . . . .                                                   RCFD 3210        4,219,224        28
            29. Total liabilities
                and equity capital
                (sum of items 21
                and 28)   . . . . .                                                   RCFD 3300       54,837,423        29

            Memorandum
            To be reported only
            with the March Report
            of Condition.
            1.  Indicate in the box                                                                                       Number
                at the right the
                number of the
                statement below
                that best describes
                the most comprehensive
                level of auditing work
                performed for the
                bank by independent
                external
                auditors as of any
                date during 
                1996. . .  .                               RCFD 6724                  N/A                                  M.1.
                
         1 =  Independent audit of the bank conducted in accordance
              with generally accepted auditing standards by a certified
              public accounting firm which submits a report on the bank
         2 =  Independent audit of the bank's parent holding company
              conducted in accordance with generally accepted auditing
              standards by a certified public accounting firm which
              submits a report on the consolidated holding company
              (but not on the bank separately)
         3 =  Directors' examination of the bank conducted in
              accordance with generally accepted auditing standards
              by a certified public accounting firm (may be required by
              state chartering authority)
          4 = Directors' examination of the bank performed by other
              external auditors (may be required by state chartering 
              authority)
          5 = Review of the bank's financial statements by external auditors
          6 = Compilation of the bank's financial statements by external
              auditors
          7 = Other audit procedures (excluding tax preparation work)
          8 = No external audit work

         ------------
         
          Includes total demand deposits and noninterest-bearing
              time and savings deposits.
          Includes limited-life preferred stock and related surplus.

                                                                  EXHIBIT 99.1
                                    FORM OF

                             LETTER OF TRANSMITTAL

                           FIRST HAWAIIAN CAPITAL I
                             OFFER TO EXCHANGE ITS
                      8.343% CAPITAL SECURITIES, SERIES B
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                      FOR ANY AND ALL OF ITS OUTSTANDING
                      8.343% CAPITAL SECURITIES, SERIES A
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
                          PURSUANT TO THE PROSPECTUS
                            DATED October __, 1997

  THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
          CITY TIME, ON ________, 1997, UNLESS THE OFFER IS EXTENDED.

                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS
                      THE FIRST NATIONAL BANK OF CHICAGO

 By Registered or Certified Mail:           By Hand/Overnight Delivery:

The First National Bank of Chicago      The First National Bank of Chicago
  One First National Plaza, Suite        c/o First Chicago Trust Company 
               0126                                 of New York
   Chicago, Illinois  60670-0126             14 Wall Street, 8th Floor
  Attn:  Corporate Trust Services            New York, New York 10005
             Division                         Attn:  Corporate Trust
                                                  Administration


                  TO CONFIRM BY TELEPHONE OR FOR INFORMATION:

                                (212) 240-8801

                           FACSIMILE TRANSMISSIONS:
                         (Eligible Institutions Only)

                                (212) 240-8938


     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

     THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

     Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus (as defined below).

     This Letter of Transmittal is to be completed by holders of Old Capital
Securities (as defined below) either if Old Capital Securities are to be
forwarded herewith or if tenders of Old Capital Securities are to be made by
book-entry transfer to an account maintained by The First National Bank of
Chicago (the "Exchange Agent") at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering Old Capital Securities" in the Prospectus.

     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
a timely basis 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

                    ALL TENDERING HOLDERS COMPLETE THIS BOX



                                    DESCRIPTION OF OLD CAPITAL SECURITIES TENDERED


                                                        OLD CAPITAL SECURITIES      PRINCIPAL AMOUNT OF OLD CAPITAL
PLEASE PRINT NAME AND ADDRESS OF                           TENDERED (ATTACH        SECURITIES TENDERED (IF PRINCIPAL
 REGISTERED HOLDER (PLEASE FILL       CERTIFICATE         ADDITIONAL LIST IF       AMOUNT OF OLD CAPITAL SECURITIES
            IF BLANK)                NUMBER(S)            NECESSARY)                  LESS THAN ALL)

                                                                        




TOTAL AMOUNT TENDERED:


____________________

   Need not be completed by book-entry holders.

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

/ /  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:

     Name of Registered Holder(s)
                                 -------------------------------------------

     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 ITS 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:
        --------------------------------------------------------------------

Ladies and Gentlemen:

     The undersigned hereby tenders to First Hawaiian Capital I, a Delaware
statutory business trust (the "Trust"), and First Hawaiian, Inc., a Delaware
corporation, as Depositor (the "Corporation"), the above described aggregate
liquidation amount of the Trust's 8.343% Capital Securities, Series A (the
"Old Capital Securities") in exchange for a like aggregate liquidation amount
of the Trust's 8.343% Capital Securities, Series B (the "New 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 October __, 1997 (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, constitute 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 Trust 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 Corporation and the Trust 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 Corporation or the Trust together with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Trust,
upon receipt by the Exchange Agent, as the undersigned's agent, of the New
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 Trust, and (iii)
receive for the account of the Trust 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 TRUST 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 CORPORATION, THE TRUST 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(s) and address(es) of the registered holder(s) 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 number(s) 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.

     The undersigned understands that tenders of Old Capital Securities
pursuant to any one of the procedures described in "The Exchange
Offer--Procedures for Tendering Old Capital Securities" in the Prospectus and
in the instructions to this Letter of Transmittal, will, upon the Company's
and the Trust's acceptance for exchange of such tendered Old Capital
Securities, constitute a binding agreement between the undersigned, the
Corporation and the Trust 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 Corporation and the Trust 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 New Capital
Securities be issued in the name(s) of the undersigned or, in the case of a
book-entry transfer of Old Capital Securities, that such New 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," please deliver New
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 CORPORATION OR THE TRUST, (II) ANY
NEW 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 NEW 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
NEW 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 INTERPRETIVE 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 NEW 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 CORPORATION AND THE TRUST 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 (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW 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, SUBJECT TO CERTAIN EXCEPTIONS, 180 DAYS
AFTER THE DATE OF THE FIRST ISSUANCE OF THE NEW CAPITAL SECURITIES.  IN THAT
REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD CAPITAL SECURITIES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD CAPITAL SECURITIES AND
EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE
FROM THE CORPORATION 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 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, SUCH
PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF NEW CAPITAL SECURITIES
PURSUANT TO THE PROSPECTUS UNTIL THE CORPORATION AND THE TRUST HAVE AMENDED
OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND
HAVE FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE
PARTICIPATING BROKER-DEALER OR THE CORPORATION OR THE TRUST HAS GIVEN NOTICE
THAT THE SALE OF THE NEW CAPITAL SECURITIES MAY BE RESUMED, AS THE CASE MAY
BE. 

     Each New Capital Security will pay cumulative Distributions from June
30, 1997. Holders of the Old Capital Securities whose Old Capital Securities
are accepted for exchange will not receive 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
June 30, 1997.

     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.

                              HOLDER(S) SIGN HERE
                         (SEE INSTRUCTIONS 2, 5 AND 6)
     (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

     Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Old Capital Securities hereby tendered or on a
security position listing, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information as
may be required by the Trust or the 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(S) OF HOLDER(S))

Date: _______________, 1997

Name(s)
         -------------------------------------------------------------------

         -------------------------------------------------------------------
                                (PLEASE PRINT)

Capacity (full title)
                     -------------------------------------------------------

Address
         -------------------------------------------------------------------

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

         -------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

Area Code and Telephone Number
                              ----------------------------------------------

- ----------------------------------------------------------------------------
               (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))

                           GUARANTEE OF SIGNATURE(S)
                          (SEE INSTRUCTIONS 2 AND 5)

- ----------------------------------------------------------------------------
                            (AUTHORIZED SIGNATURE)

Date: _______________, 1997

Name of Firm
            ----------------------------------------------------------------


Capacity (full title)
                     -------------------------------------------------------
                                (PLEASE PRINT)

Address
         -------------------------------------------------------------------

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

         -------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

Area Code and Telephone Number
                              ----------------------------------------------

                        SPECIAL ISSUANCE INSTRUCTIONS 
                         (SEE INSTRUCTIONS 1, 5 AND 6)

To be completed ONLY if the New Capital Securities are to be issued in the
name of someone other than the registered holder of the Old Capital
Securities whose name(s) appear(s) above.

Issue New Capital Securities to:

Name(s)
         -------------------------------------------------------------------
Address
         -------------------------------------------------------------------

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

         -------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

Area Code and Telephone Number
                              ----------------------------------------------

- ----------------------------------------------------------------------------
                         (TAX IDENTIFICATION OR SOCIAL
                              SECURITY NUMBER(S))

                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 1, 5 AND 6)

To be completed ONLY if New Capital Securities are to be sent to someone
other than the registered holder of the Old Capital Securities whose name(s)
appear(s) above, or such registered holder(s) at an address other than that
shown above.

Mail New Capital Securities to: 

Name(s)
         -------------------------------------------------------------------

Address
         -------------------------------------------------------------------

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

         -------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

Area Code and Telephone Number
                              ----------------------------------------------

- ----------------------------------------------------------------------------
                            (TAX IDENTIFICATION OR 
                          SOCIAL SECURITY NUMBER(S))

                                 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 in
"The Exchange Offer--Procedures for Tendering Old Capital Securities" in the
Prospectus. Certificates, or timely 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.

     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 a timely basis, 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 in "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, 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), 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 five New York Stock Exchange,
Inc. 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.

     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.

     Neither the Corporation nor the Trust will accept any alternative,
conditional or contingent tenders. Each tendering holder, by execution of a
Letter of Transmittal (or facsimile 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(s) 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(s) on this Letter of Transmittal. See Instruction 5.

     3.  INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Capital Securities" is inadequate, the Certificate
number(s) and/or the principal 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. If less than all the Old
Capital Securities evidenced by any Certificate submitted are to be tendered,
fill in the principal amount of Old Capital Securities which are to be
tendered in the box entitled "Principal Amount of Old Capital Securities
Tendered (if less than all)." In such case, new Certificate(s) for the
remainder of the Old Capital Securities that were evidenced by your old
Certificate(s) will only be sent to the holder of the Old Capital Security,
promptly after the Expiration Date. 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 on or prior to that time, a written,
telegraphic, telex 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 principal 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 in "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, telex 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 in the
Prospectus under "The Exchange Offer--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 Corporation
and the Trust, in their sole discretion, whose determination shall be final
and binding on all parties. The Corporation and the Trust, any affiliates or
assigns of the Corporation and the Trust, the Exchange Agent or any other
person shall not 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
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(s) of the
Old Capital Securities tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s) 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
name(s) on several Certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal (or facsimiles 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 Corporation and the Trust, in their sole
discretion, of such persons' authority to so act.

     When this Letter of Transmittal is signed by the registered owner(s) of
the Old Capital Securities listed and transmitted hereby, no endorsement(s)
of Certificate(s) or separate bond power(s) are required unless New Capital
Securities are to be issued in the name of a person other than the registered
holder(s). Signature(s) on such Certificate(s) or bond power(s) must be
guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Old Capital Securities listed, the Certificates
must be endorsed or accompanied by appropriate bond powers, signed exactly as
the name or names of the registered owner(s) appear(s) on the Certificates,
and also must be accompanied by such opinions of counsel, certifications and
other information as the Corporation or the Trust for the Old Capital
Securities 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 New Capital
Securities are to be issued in the name of a person other than the signer of
this Letter of Transmittal, or if New 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. See Instruction 4.

     7.  IRREGULARITIES. The Corporation and the Trust 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 Corporation and the Trust 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 Corporation and the Trust, be unlawful. The Corporation and
the Trust 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--Certain Conditions to the Exchange Offer" or any
conditions 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 Corporation's and the Trust'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 Corporation, the Trust, any affiliates or assigns of the
Corporation, the Trust, the Exchange Agent, or any other person shall not be
under any 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 Certificate(s)
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
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) 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, New 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 ON OR PRIOR
TO THE EXPIRATION DATE.

                                                                  EXHIBIT 99.2

                                    FORM OF

                         NOTICE OF GUARANTEED DELIVERY
                                 FOR TENDER OF
                      8.343% CAPITAL SECURITIES, SERIES A
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
                                      OF
                           FIRST HAWAIIAN CAPITAL I
                     FULLY AND UNCONDITIONALLY GUARANTEED
                            BY FIRST HAWAIIAN, INC.


          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 8.343% Capital Securities, Series A (the "Old
Capital Securities") of First Hawaiian Capital I, a Delaware statutory
business trust (the "Trust") are not immediately available, (ii) Old Capital
Securities, the Letter of Transmittal and all other required documents cannot
be delivered to The First National Bank of Chicago (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 a timely basis.  This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent.  See "The Exchange Offer--Procedures for
Tendering Old Capital Securities" in the Prospectus.

                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                      THE FIRST NATIONAL BANK OF CHICAGO

   By Registered or Certified Mail:            By Hand/Overnight Delivery:

  The First National Bank of Chicago        The First National Bank of Chicago
 One First National Plaza, Suite 0126      One First National Plaza, Suite 0126
    Chicago, Illinois  60670-0126             Chicago, Illinois  60670-0126
   Attn:  Corporate Trust Services           Attn:  Corporate Trust Services
               Division                                  Division

                  TO CONFIRM BY TELEPHONE OR FOR INFORMATION:

                                (212) 240-8801

                           FACSIMILE TRANSMISSIONS:

                                (212) 240-8938

          DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA FACSIMILE TO A NUMBER 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.

Ladies and Gentlemen:

          The undersigned hereby tenders to First Hawaiian Capital I, a
Delaware statutory business trust (the "Trust'), upon the terms and subject
to the conditions set forth in the Prospectus dated October __ , 1997 (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 principal
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--Procedures for Tendering Old Capital Securities."


Aggregate Principal                       Name(s) of Registered Holder(s):
Amount Tendered:


Certificate No(s).                        Address(es):
(if available):                           Area Code and Telephone Number(s):

If Old Capital Securities will be tendered by book-entry transfer, provide
the following information:

Signature(s):____________________________________________________

DTC Account Number:______________________________________________

Date:____________________________________________________________


              THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED

                                   GUARANTEE
                   (NOT TO BE 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 or 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 one of its addresses
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 one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereto)
and any other required documents within five business days after the date of
execution of this Notice of Guaranteed Delivery.

          The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Capital Securities tendered hereby to the Exchange
Agent within the time period set forth above and that failure to do so could
result in 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 SENT 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 THE REQUIRED DOCUMENTS.

                                                                  EXHIBIT 99.3

                                                                 _______, 1997
                                    FORM OF

                           EXCHANGE AGENT AGREEMENT


The First National Bank of Chicago
One First National Plaza - Suite 0126
Chicago, Illinois  60670

Ladies and Gentlemen:

          First Hawaiian Capital I, a Delaware statutory business trust (the
"Trust"), and First Hawaiian, Inc., a Delaware corporation, as Depositor (the
"Corporation"), propose to make an offer (the "Exchange Offer") to exchange
an aggregate liquidation amount of the Trust's 8.343% Capital Securities,
Series A (the "Old Capital Securities") for a like aggregate liquidation
amount of the Trust's 8.343% Capital Securities, Series B (the "New Capital
Securities").  The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated  ___________, 1997 (as the
same may be amended or supplemented from time to time, the "Prospectus"),
proposed to be distributed to all record holders of the Old Capital
Securities.  The Old Capital Securities and the New Capital Securities are
collectively referred to herein as the "Capital Securities".

          Each of the Corporation and the Trust hereby appoints The First
National Bank of Chicago to act as exchange agent (the "Exchange Agent") in
connection with the Exchange Offer.  References hereinafter to "you" shall
refer to The First National Bank of Chicago.

          The Exchange Offer is expected to be commenced by the Corporation
and the Trust on or about  __________, 1997.  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 instructions with
respect to the delivery of certificates for Old Capital Securities tendered
in connection therewith.

          The Exchange Offer shall expire at 5:00 P.M., New York City time,
on _______,  1997 unless the Exchange Offer is extended by the Trust (the
"Expiration Date"). Any delay in acceptance, extension, termination, or
amendment of the Exchange Offer, will be followed promptly by oral 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.

          The Trust expressly reserves the right to amend or terminate the
Exchange Offer, and the right 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 "The Exchange Offer -- Conditions to the Exchange Offer." 

          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" or as specifically set forth herein; 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 and
certificates for Old Capital Securities (or confirmation of book-entry
transfer into your account at the Book-Entry Transfer Facility) and any 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 duly 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 prior approval of any Administrative Trustee of the
Trust (such approval, if given orally, to be confirmed in writing) or any
other party designated by such Trustee 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 Letter of Transmittal and in the section of the Prospectus captioned
"The Exchange Offer -- Procedures for Tendering Old Capital Securities", 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 any Trustee of the Trust shall approve as having been
properly tendered shall be considered to be properly tendered (such approval,
if given orally, shall be confirmed in writing).

          6.  You shall advise the Trust with respect to any Old Capital
Securities received subsequent to the Expiration Date and accept the Trust's
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 so to act is
     submitted; and

          (c)  from persons other than the registered holder of Old Capital
     Securities provided that customary transfer requirements, including
     evidence of payment of 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 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, an Administrative Trustee, on behalf of the Trust, will
notify you (such notice if given orally, to be confirmed in writing) of its
acceptance, promptly after the Expiration Date, of all Old Capital Securities
properly tendered, and you, on behalf of the Trust, will exchange such Old
Capital Securities for New Capital Securities and cause such Old Capital
Securities to be cancelled.  Delivery of New Capital Securities will be made
on behalf of the Trust by you at the rate of $1,000 principal amount of New
Capital Securities for each $1,000 principal amount of Old Capital Securities
tendered promptly after notice (such notice, if given orally, to be confirmed
in writing) of acceptance of said Old Capital Securities by the Trust;
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 and any other required
documents.  You shall issue New Capital Securities only in denominations of
$1,000 or any integral multiple 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 prior to the
Expiration Date.

          10.  The Trust 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.  

          11.  If, pursuant to the Exchange Offer, the Trust 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 appropriate book-entry
transfer), together with 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,
unaccepted Old Capital Securities or for New Capital Securities shall be
forwarded by (a) first-class certified mail, return receipt requested under a
blanket surety bond protecting you and the Trust 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 each 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)  shall have no duties or obligations other than those
     specifically set forth herein or as may be subsequently agreed to in
     writing by you and the Trust;

          (b)  will be regarded as making no representations and having no
     responsibilities as to the validity, sufficiency, value or genuineness
     of any of the certificates or the Old Capital Securities represented
     thereby deposited with you pursuant to the Exchange Offer, and will not
     be required to and will make no representation as to the validity, value
     or genuineness of the Exchange Offer;

          (c)  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;

          (d)  may rely on and shall be protected in acting in reliance upon
     any certificate, instrument, opinion, notice, letter, telegram or other
     document or security delivered to you and reasonably believed by you in
     good faith to be genuine and to have been signed by the proper party or
     parties;

          (e)  may act upon any tender, statement, request, comment,
     agreement or other instrument whatsoever not only as to its due
     execution and validity and 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 presented by a proper person or persons;

          (f)  may rely on and shall be protected in acting upon written or
     oral instructions from any officer of the Trust;

          (g)  may consult with your counsel with respect to any questions
     relating to your duties and responsibilities and the advice or opinion
     of such counsel shall be full and complete authorization and protection
     in respect of any action taken, suffered or omitted to be taken by you
     hereunder in good faith and in accordance with the advice or opinion of
     such counsel; and

          (h)  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.

          15.  You shall take such action as may from time to time be
requested by the Trust or its counsel (and such other action as you may
reasonably deem appropriate) to furnish copies of the Prospectus, the Letter
of Transmittal and the Notice of Guaranteed Delivery (as defined in the
Prospectus) or such other forms as may be approved from time to time by the
Trust, 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 Trust 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 First Hawaiian
Capital I, 999 Bishop Street, Honolulu, Hawaii 96813, telephone number (808)
525-7000.

          16.  You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to the Trust and such person or
persons as it may request, daily (and more frequently during the week
immediately preceding the Expiration Date and if otherwise requested) up to
and including the Expiration Date, as to the number of 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.  In addition, you will also inform, and cooperate in making
available to, the Trust or any such other person or persons upon oral request
made from time to time prior to the Expiration Date of such other information
as it or he or she reasonably requests. Such cooperation shall include,
without limitation, the granting by you to the Trust and such person as the
Trust may request of access to those persons on your staff who are
responsible for receiving tenders, in order to ensure that immediately prior
to the Expiration Date the Trust shall have received information in
sufficient detail to enable it to decide whether to extend the Exchange
Offer.  You shall prepare a final list of all persons whose tenders were
accepted, the aggregate principal amount of Old Capital Securities tendered,
the aggregate principal amount of Old Capital Securities accepted and deliver
said list to the Trust.

          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 Trust or destroying and providing the
Trust with written certification as to their destruction.

          18.  You hereby expressly waive any lien, encumbrance or right of
set-off whatsoever that you may have with respect to funds deposited with you
for the payment of transfer taxes by reasons of amounts, if any, borrowed by
the Trust, the Corporation or any of its subsidiaries or affiliates pursuant
to any loan or credit agreement with you or for compensation owed to you
hereunder.

          19.  For services rendered as Exchange Agent hereunder, you shall
be entitled to such compensation as set forth on Schedule I attached hereto.

          20.  You hereby acknowledge receipt of the Prospectus and the
Letter of Transmittal and further acknowledge that you have examined each of
them.  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.

          21.  The Corporation covenants and agrees to indemnify and hold you
harmless in your capacity as Exchange Agent hereunder against any loss,
liability, cost or expense, including reasonable attorneys' fees and
expenses, arising out of or in connection with any act, omission, delay or
refusal made by you in reliance upon any signature, endorsement, assignment,
certificate, order, request, notice, instruction or other instrument or
document reasonably believed by you in good faith 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 Corporation
shall not be liable for indemnification or otherwise for any loss, liability,
cost or expense to the extent arising out of your gross negligence or willful
misconduct.  In no case shall the Corporation be liable under this indemnity
with respect to any claim against you unless the Corporation shall be
notified by you, by letter 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 notice of commencement of action.  The Corporation shall be
entitled to participate at its own expense in the defense of any such claim
or other action, and, if the Corporation so elects, the Corporation shall
assume the defense of any suit brought to enforce any such claim.  In the
event that the Corporation shall assume the defense of any such suit, the
Corporation shall not be liable for the fees and expenses of any additional
counsel thereafter retained by you so long as the Corporation shall retain
counsel reasonably satisfactory to you to defend such suit.

          22.  You shall arrange to comply with all requirements under the
tax laws of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the
Internal Revenue Service. 

          23.  You shall deliver or cause to be delivered, in a timely
manner, to each governmental authority to which any transfer taxes are
payable in respect of the exchange of Old Capital Securities, your check in
the amount of all transfer taxes so payable, and the Corporation shall
reimburse you for the amount of any and all transfer taxes payable in respect
of the exchange of Old Capital Securities; provided, however, that you shall
reimburse the Corporation for amounts refunded to you in respect of your
payment of any such transfer taxes, at such time as such refund is received
by you.

          24.  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.

          25.  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 shall constitute one and the same agreement.

          26.  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.

          27.  This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled 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.

          28.  Unless otherwise provided herein, all notices, requests and
other communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given to such party, addressed to
it, at its address or telecopy number set forth in the Prospectus, in the
case of the Company and the Trust, and set forth below in the case of the
Exchange Agent:

          If to the Exchange Agent:

               The First National Bank of Chicago
               One First National Plaza - Suite 0126
               Chicago, Illinois  60670-0126

               Facsimile: (312) 407-1708
               Attention: Lawrence Dillard

          29.  Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days following the Expiration Date. 
Notwithstanding the foregoing, Paragraphs 17, 19, 21 and 23 shall survive the
termination of this Agreement.  Upon any termination of this Agreement, you
shall promptly deliver to the Trust any certificates for Capital Securities,
funds or property then held by you as Exchange Agent under this Agreement.

          30.  This Agreement shall be binding and effective as of the date
hereof.

          Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.

                                           FIRST HAWAIIAN CAPITAL I


                                           By:
                                              ------------------------------
                                              Name:
                                              Title: Administrative Trustee


                                           FIRST HAWAIIAN, INC.



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



Accepted as the date
first above written:

THE FIRST NATIONAL BANK OF CHICAGO, as Exchange Agent


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

                                  SCHEDULE I

                                     FEES