##### 



Exhibit 4.13
 
 UNITED COMMERCIAL BANK,

as Issuer
 INDENTURE
 Dated as of June 21, 2007
 WILMINGTON TRUST COMPANY,
as Trustee
 FLOATING RATE JUNIOR SUBORDINATED DEBENTURES
 DUE 2022




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TABLE OF CONTENTS
 PageARTICLE I. DEFINITIONS
    
    
    1Section 1.1. Definitions
    
    
    1ARTICLE II. DEBENTURES
    
    
    5Section 2.1. Authentication and Dating
    
    
    5Section 2.2. Form of Trustees Certificate of Authentication
    
    
    6Section 2.3. Form and Denomination of Debentures
    
    
    6Section 2.4. Execution of Debentures
    
    
    6Section 2.5. Exchange and Registration of Transfer of Debentures
    
    
    7Section 2.6. Mutilated, Destroyed, Lost or Stolen Debentures
    
    
    9Section 2.7. Temporary Debentures
    
    
    10Section 2.8. Payment of Interest and Additional Interest
    
    
    10Section 2.9. Cancellation of Debentures Paid, etc
    
    
    12Section 2.10. Computation of Interest Rate
    
    
    12Section 2.11. CUSIP Numbers
    
    
    13Section 2.12. Regulation S Compliance
    
    
    13Section 2.13. Global Debentures
    
    
    14ARTICLE III. PARTICULAR COVENANTS OF THE BANK
    
    
    16Section 3.1. Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures
    
    
    16Section 3.2. Offices for Notices and Payments, etc
    
    
    16Section 3.3. Appointments to Fill Vacancies in Trustees Office
    
    
    17Section 3.4. Provision as to Paying Agent
    
    
    17Section 3.5. Certificate to Trustee
    
    
    18Section 3.6. Compliance with Consolidation Provisions
    
    
    18Section 3.7. Limitation on Dividends
    
    
    18Section 3.8. Federal Regulatory Approval Required
    
    
    18ARTICLE IV. SECURITYHOLDERS LISTS AND REPORTS BY THE BANK AND THE TRUSTEE
    
    
    19Section 4.1. Securityholders Lists
    
    
    19Section 4.2. Preservation and Disclosure of Lists
    
    
    19Section 4.3. Reports by the Bank
    
    
    20ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT
    
    
    20Section 5.1. Events of Default
    
    
    20Section 5.2. Acceleration of Maturity; Rescission and Annulment
    
    
    21Section 5.3. Defaults
    
    
    21Section 5.4. Trustee May File Proof of Claims
    
    
    22Section 5.5. Application of Moneys Collected by Trustee
    
    
    23Section 5.6. Proceedings by Securityholders
    
    
    23Section 5.7. Proceedings by Trustee
    
    
    24
 i




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PageSection 5.8. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver
    
    
    24Section 5.9. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders
    
    
    24Section 5.10. Notice of Defaults
    
    
    25Section 5.11. Undertaking to Pay Costs
    
    
    25ARTICLE VI. CONCERNING THE TRUSTEE
    
    
    25Section 6.1. Duties and Responsibilities of Trustee
    
    
    25Section 6.2. Reliance on Documents, Opinions, etc
    
    
    26Section 6.3. No Responsibility for Recitals, etc
    
    
    27Section 6.4. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debentures
    
    
    27Section 6.5. Moneys to be Held in Trust
    
    
    27Section 6.6. Compensation and Expenses of Trustee
    
    
    27Section 6.7. Officers Certificate as Evidence
    
    
    28Section 6.8. Eligibility of Trustee
    
    
    28Section 6.9. Resignation or Removal of Trustee
    
    
    29Section 6.10. Acceptance by Successor Trustee
    
    
    30Section 6.11. Succession by Merger, etc
    
    
    30Section 6.12. Authenticating Agents
    
    
    31ARTICLE VII. CONCERNING THE SECURITYHOLDERS
    
    
    32Section 7.1. Action by Securityholders
    
    
    32Section 7.2. Proof of Execution by Securityholders
    
    
    32Section 7.3. Who Are Deemed Absolute Owners
    
    
    32Section 7.4. Debentures Owned by Bank Deemed Not Outstanding
    
    
    33Section 7.5. Revocation of Consents; Future Holders Bound
    
    
    33ARTICLE VIII. SECURITYHOLDERS MEETINGS
    
    
    33Section 8.1. Purposes of Meetings
    
    
    33Section 8.2. Call of Meetings by Trustee
    
    
    34Section 8.3. Call of Meetings by Bank or Securityholders
    
    
    34Section 8.4. Qualifications for Voting
    
    
    34Section 8.5. Regulations
    
    
    34Section 8.6. Voting
    
    
    34Section 8.7. Quorum; Actions
    
    
    35ARTICLE IX. SUPPLEMENTAL INDENTURES
    
    
    35Section 9.1. Supplemental Indentures without Consent of Securityholders
    
    
    35Section 9.2. Supplemental Indentures with Consent of Securityholders
    
    
    37Section 9.3. Effect of Supplemental Indentures
    
    
    37Section 9.4. Notation on Debentures
    
    
    37Section 9.5. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee
    
    
    37ARTICLE X. REDEMPTION OF SECURITIES
    
    
    38Section 10.1. Optional Redemption
    
    
    38Section 10.2. Notice of Redemption; Selection of Debentures
    
    
    38Section 10.3. Payment of Debentures Called for Redemption
    
    
    38
 ii




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PageARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
    
    
    39Section 11.1. Bank May Consolidate, etc., on Certain Terms
    
    
    39Section 11.2. Successor Entity to be Substituted
    
    
    39Section 11.3. Opinion of Counsel to be Given to Trustee
    
    
    39ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE
    
    
    40Section 12.1. Discharge of Indenture
    
    
    40Section 12.2. Deposited Moneys to be Held in Trust by Trustee
    
    
    40Section 12.3. Paying Agent to Repay Moneys Held
    
    
    40Section 12.4. Return of Unclaimed Moneys
    
    
    41ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
    
    
    41Section 13.1. Indenture and Debentures Solely Corporate Obligations
    
    
    41ARTICLE XIV. MISCELLANEOUS PROVISIONS
    
    
    41Section 14.1. Successors
    
    
    41Section 14.2. Official Acts by Successor Entity
    
    
    41Section 14.3. Surrender of Bank Powers
    
    
    41Section 14.4. Addresses for Notices, etc
    
    
    41Section 14.5. Governing Law
    
    
    42Section 14.6. Evidence of Compliance with Conditions Precedent
    
    
    42Section 14.7. Table of Contents, Headings, etc
    
    
    42Section 14.8. Execution in Counterparts
    
    
    42Section 14.9. Separability
    
    
    42Section 14.10. Assignment
    
    
    42ARTICLE XV. SUBORDINATION OF DEBENTURES
    
    
    42Section 15.1. Agreement to Subordinate
    
    
    42Section 15.2. Default on Senior Indebtedness
    
    
    43Section 15.3. Liquidation, Dissolution, Bankruptcy
    
    
    43Section 15.4. Subrogation
    
    
    44Section 15.5. Trustee to Effectuate Subordination
    
    
    45Section 15.6. Notice by the Bank
    
    
    45Section 15.7. Rights of the Trustee; Holders of Senior Indebtedness
    
    
    45Section 15.8. Subordination May Not Be Impaired
    
    
    46Exhibit A            Form of Floating Rate Junior Subordinated DebentureExhibit B            Form of Regulation S CertificateExhibit C            Form of Certificate to TrusteeExhibit D            Form of Quarterly Report
 iii




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Bank Trustee
  Debentures
    ARTICLE I.
 DEFINITIONS
 Section 1.1. Definitions
 Additional Interest
 Affiliate
 Applicable Depositary Procedures
 Authenticating Agent
 Bank
 Bankruptcy Law
 1




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Board of Directors
 Board Resolution
 Business Day
 Certificate
 Coupon Rate
 Debenture Debentures
 Debenture Register
 Default
 Defaulted Interest
 Depositary
 Depositary Participant
 Determination Date
 Distribution Compliance Period
 Distribution Period
 DTC
 Event of Default
 Exchange Act
 2




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Global Debenture
 FDIC
 Federal Reserve
 Indenture
 Interest Payment Date
 Interest Rate
 Maturity Date
 Officers Certificate
 Opinion of Counsel
 outstanding
  provided however
 3




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Permanent Debenture
 Person
 Predecessor Security
 Principal Office of the Trustee
 Redemption Date
 Redemption Price
 Regulation S
 Regulation S Certificate
 Release Date
 Responsible Officer
 Reuters Page LIBOR01
 Securities Act
 Securityholder
 Senior Indebtedness
 4




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pari passu
 State Nonmember Bank Securities Laws
 Subsidiary
 3-Month LIBOR
 Temporary Debenture
 Trustee
 ARTICLE II.
 DEBENTURES
 Section 2.1. Authentication and Dating .
 5




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Section 2.2. Form of Trustees Certificate of Authentication .
   
 Section 2.3. Form and Denomination of Debentures .
 Section 2.4. Execution of Debentures .
 6




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Section 2.5. Exchange and Registration of Transfer of Debentures . Debenture Register
     7




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IF THE DEBENTURE IS A GLOBAL DEBENTURE
     8




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Section 2.6. Mutilated, Destroyed, Lost or Stolen Debentures .
 9




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Section 2.7. Temporary Debentures .
 Section 2.8. Payment of Interest and Additional Interest .
 10




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Coupon Rate
 Defaulted
Interest
 provided however
 provided
  11




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Section 2.9. Cancellation of Debentures Paid, etc .
 Section 2.10. Computation of Interest Rate .
 3-Month LIBOR
     12




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Section 2.11. CUSIP Numbers . provided however
 Section 2.12. Regulation S Compliance .
 Temporary Debentures
  13




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Release Date Regulation S Certificate
 Permanent Debenture
 provided however
  provided however
 Section 2.13. Global Debentures .
  14




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15




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ARTICLE III.
 PARTICULAR COVENANTS OF THE BANK
 Section 3.1. Payment of Principal, Premium and Interest; Agreed Treatment of the
Debentures .
   Section 3.2. Offices for Notices and Payments, etc .
 16




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provided however
 Section 3.3. Appointments to Fill Vacancies in Trustees Office .
 Section 3.4. Provision as to Paying Agent .
        17




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Section 3.5. Certificate to Trustee . Exhibit C
 Section 3.6. Compliance with Consolidation Provisions .
 Section 3.7. Limitation on Dividends . pari passu pari passu
 Section 3.8. Federal Regulatory Approval Required
 18




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ARTICLE IV.
 SECURITYHOLDERS LISTS AND REPORTS
 BY THE BANK AND THE TRUSTEE
 Section 4.1. Securityholders Lists .
    Section 4.2. Preservation and Disclosure of Lists .
      19




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Section 4.3. Reports by the Bank .
 Exhibit D
 ARTICLE V.
 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
 UPON AN EVENT OF DEFAULT
 Section 5.1. Events of Default . Event of Default
   20




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Section 5.2. Acceleration of Maturity; Rescission and Annulment
   Section 5.3. Defaults. Default
     21




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Section 5.4. Trustee May File Proof of Claims.
      22




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Section 5.5. Application of Moneys Collected by Trustee .
    Section 5.6. Proceedings by Securityholders .
  23




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Section 5.7. Proceedings by Trustee .
 Section 5.8. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver .
 Section 5.9. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders . provided however
  24




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Section 5.10. Notice of Defaults . provided however
 Section 5.11. Undertaking to Pay Costs . provided however
 ARTICLE VI.
 CONCERNING THE TRUSTEE
 Section 6.1. Duties and Responsibilities of Trustee .
     25




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Section 6.2. Reliance on Documents, Opinions, etc .
       26




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provided however
   Section 6.3. No Responsibility for Recitals, etc .
 Section 6.4. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debentures .
 Section 6.5. Moneys to be Held in Trust .
 Section 6.6. Compensation and Expenses of Trustee .
 27




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Section 6.7. Officers Certificate as Evidence .
 Section 6.8. Eligibility of Trustee .
   28




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Section 6.9. Resignation or Removal of Trustee
        29




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Section 6.10. Acceptance by Successor Trustee .
     Section 6.11. Succession by Merger, etc . provided
  30




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provided however
 Section 6.12. Authenticating Agents . provided however
    31




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ARTICLE VII.
 CONCERNING THE SECURITYHOLDERS
 Section 7.1. Action by Securityholders .
 provided however
 Section 7.2. Proof of Execution by Securityholders .
  Section 7.3. Who Are Deemed Absolute Owners .
 32




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Section 7.4. Debentures Owned by Bank Deemed Not Outstanding . provided however
 Section 7.5. Revocation of Consents; Future Holders Bound .
 ARTICLE VIII.
 SECURITYHOLDERS MEETINGS
 Section 8.1. Purposes of Meetings .
     33




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Section 8.2. Call of Meetings by Trustee .
 Section 8.3. Call of Meetings by Bank or Securityholders .
 Section 8.4. Qualifications for Voting .
 Section 8.5. Regulations .
  provided however
 Section 8.6. Voting .
 34




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Section 8.7. Quorum; Actions . provided however
 provided however
  ARTICLE IX.
 SUPPLEMENTAL INDENTURES
 Section 9.1. Supplemental Indentures without Consent of Securityholders .
 35




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provided however
 provided
 provided however
      36




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Section 9.2. Supplemental Indentures with Consent of Securityholders . provided however
    Section 9.3. Effect of Supplemental Indentures .
 Section 9.4. Notation on Debentures .
 Section 9.5. Evidence of Compliance of Supplemental Indenture to be Furnished to
Trustee .
 37




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ARTICLE X.
 REDEMPTION OF SECURITIES
 Section 10.1. Optional Redemption .
 Section 10.2. Notice of Redemption; Selection of Debentures .
    Section 10.3. Payment of Debentures Called for Redemption .
 38




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ARTICLE XI.
 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
 Section 11.1. Bank May Consolidate, etc., on Certain Terms . provided however
 Section 11.2. Successor Entity to be Substituted .
 Section 11.3. Opinion of Counsel to be Given to Trustee .
 39




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ARTICLE XII.
 SATISFACTION AND DISCHARGE OF INDENTURE
 Section 12.1. Discharge of Indenture .
 (a)
    
    the Bank shall deliver to the Trustee for cancellation all Debentures
theretofore authenticated (other than any Debentures which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.6)
and not theretofore canceled, or(b)
    
    all the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and
payable within 1 year or are to be called for redemption within 1 year under
arrangements satisfactory to the Trustee for the giving of notice of redemption, and
the Bank shall deposit with the Trustee, in trust, funds, which shall be immediately
due and payable, sufficient to pay at maturity or upon redemption all of the Debentures
(other than any Debentures which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.6) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and premium, if any,
and interest due or to become due to such date of maturity or redemption date, as the
case may be, but excluding, however, the amount of any moneys for the payment of
principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid
to the Bank in
accordance with the provisions of Section 12.4, or (2) paid to any state or to the
District of Columbia pursuant to its unclaimed property or similar laws,
  Section 12.2. Deposited Moneys to be Held in Trust by Trustee .
 Section 12.3. Paying Agent to Repay Moneys Held .
 40




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Section 12.4. Return of Unclaimed Moneys .
 ARTICLE XIII.
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
 OFFICERS AND DIRECTORS
 Section 13.1. Indenture and Debentures Solely Corporate Obligations .
 ARTICLE XIV.
 MISCELLANEOUS PROVISIONS
 Section 14.1. Successors .
 Section 14.2. Official Acts by Successor Entity .
 Section 14.3. Surrender of Bank Powers .
 Section 14.4. Addresses for Notices, etc .
 41




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Section 14.5. Governing Law .
 Section 14.6. Evidence of Compliance with Conditions Precedent .
  Section 14.7. Table of Contents, Headings, etc .
 Section 14.8. Execution in Counterparts .
 Section 14.9. Separability .
 Section 14.10. Assignment .
 ARTICLE XV.
 SUBORDINATION OF DEBENTURES
 Section 15.1. Agreement to Subordinate .
 42




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Section 15.2. Default on Senior Indebtedness .
  Section 15.3. Liquidation, Dissolution, Bankruptcy . pro rata
  43




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Section 15.4. Subrogation .
  44




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Section 15.5. Trustee to Effectuate Subordination .
 Section 15.6. Notice by the Bank . provided however
  Section 15.7. Rights of the Trustee; Holders of Senior Indebtedness .
 45




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Section 15.8. Subordination May Not Be Impaired .
  Signatures appear on the following page
 46




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UNITED COMMERCIAL BANKByName:Title: WILMINGTON TRUST COMPANY, as TrusteeByName:Title: 47




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EXHIBIT A
 FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBENTURE
  IF THE DEBENTURE IS A GLOBAL DEBENTURE
      A-1




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A-2




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[CUSIP NO. [___] **
     
 A-3




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provided however
  A-4




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pari passu
   Signatures appear on the following page
 A-5




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UNITED COMMERCIAL BANKByName:Title: CERTIFICATE OF AUTHENTICATION
  WILMINGTON TRUST COMPANY, as TrusteeBy:Authorized Officer A-6




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provided however
  A-7




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A-8




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A-9




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EXHIBIT B
 FORM OF
 REGULATION S CERTIFICATE
  
    PREFERRED TERM SECURITIES XXVI, LTD.By:Name:Title:
 B-1




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EXHIBIT C
 FORM OF CERTIFICATE TO TRUSTEE
  1.
    
    In my capacity as an officer of the Bank, I would normally have knowledge of
any default by the Bank during the last fiscal year in the performance of any covenants
of the Bank contained in the Indenture.2.
    
    [To my knowledge, the Bank is not in default in the performance of any
covenants contained in the Indenture.or, alternatively:I am aware of the default(s) in the performance of covenants in the Indentures, as
specified below.]
    Name:Title:
 C-1




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EXHIBIT D
 FORM OF QUARTERLY REPORT
 
 
 Tier 1 to Risk Weighted Assets
    
    
    
    %Non-Performing Assets to Loans and OREO
    
    
    
    %Ratio of Reserves to Non-Performing Loans
    
    
    
    %Ratio of Net Charge-Offs to Loans
    
    
    
    %Return on Average Assets (annualized)**
    
    
    
    %Net Interest Margin (annualized)**
    
    
    
    %Efficiency Ratio
    
    
    
    %Ratio of Loans to Assets
    
    
    
    %Ratio of Loans to Deposits
    
    
    
    %Total Assets
    
    $Year to Date Income
    
    $
 
 *A
    
    table describing the quarterly report calculation procedures is provided on page C-2**
    
    To annualize Return on Average Assets and Net Interest Margin do the following:1st
    
    Quarter-multiply income statement item by 4, then divide by balance sheet item(s)2nd
    
    Quarter-multiply income statement item by 2,then divide by balance sheet item(s)3rd
    
    Quarter-divide income statement item by 3, then multiply by 4, then divide by
balance sheet item(s)4th
    
    Quarter-should already be an annual numberNO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS cc:
    
    FTN Financial Capital Markets
    
    Keefe, Bruyette & Woods, Inc.845 Crossover Lane, Suite 150
    
    787 7th Avenue, 4th FloorMemphis, Tennessee 38117
    
    New York, New York 10019\Attention: Structured Finance Group
    
    Attention: Mitchell Kleinman, General Counsel
 D-1




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Report Item
    
    Description of CalculationTier 1 Capital to Risk
Weighted Assets
    
    Tier 1 Risk Ratio: Core Capital (Tier 1)/Risk-Adjusted
AssetsNon-Performing Assets to
Loans and OREO
    
    Total Nonperforming Assets (NPLs+Foreclosed
Real Estate+Other Nonaccrual & Repossessed
Assets)/ Total Loans + Foreclosed Real
EstateRatio of Reserves to
Non-Performing Loans
    
    Total Loan Loss and Allocated Transfer Risk
Reserves/ Total Nonperforming Loans
(Nonaccrual + Restructured)Ratio of Net Charge-Offs to
Loans
    
    Net charge offs for the period as a
percentage of average loans.Return on Assets
    
    Net Income as a percentage of Assets.Net Interest Margin
    
    (Net Interest Income Fully Taxable
Equivalent, if available / Average Earning
Assets)Efficiency Ratio
    
    (Noninterest Expense)/ (Net Interest Income
Fully Taxable Equivalent, if available, plus
Noninterest Income)Ratio of Loans to Assets
    
    Total Loans & Leases (Net of Unearned Income
& Gross of Reserve)/ Total AssetsRatio of Loans to Deposits
    
    Total Loans & Leases (Net of Unearned Income
& Gross of Reserve)/ Total Deposits
(Includes Domestic and Foreign Deposits)Total Assets
    
    The sum of total assets. Includes cash and
balances due from depository institutions;
securities; federal funds sold and
securities purchased under agreements to
resell; loans and lease financing
receivables; trading assets; premises and
fixed assets; other real estate owned;
investments in unconsolidated subsidiaries
and associated companies; customers
liability on acceptances outstanding;
intangible assets; and other assets.Net Income
    
    The sum of income (loss) before
extraordinary items and other adjustments
and extraordinary items; and other
adjustments, net of income taxes.
 D-2