##### 



Exhibit 4.8




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##### 



TABLE OF CONTENTS
 ARTICLE I DEFINITIONS
    
    
    1Section 1.01
    
    Definitions
    
    
    1ARTICLE II DEBT SECURITIES
    
    
    9Section 2.01
    
    Authentication and Dating
    
    
    9Section 2.02
    
    Form of Trustees Certificate of Authentication
    
    
    10Section 2.03
    
    Form and Denomination of Debt Securities
    
    
    10Section 2.04
    
    Execution of Debt Securities
    
    
    10Section 2.05
    
    Exchange and Registration of Transfer of Debt
Securities
    
    
    11Section 2.06
    
    Mutilated, Destroyed, Lost or Stolen Debt Securities
    
    
    14Section 2.07
    
    Temporary Debt Securities
    
    
    15Section 2.08
    
    Payment of Interest
    
    
    15Section 2.09
    
    Cancellation of Debt Securities Paid, etc
    
    
    17Section 2.10
    
    Computation of Interest
    
    
    17Section 2.11
    
    Extension of Interest Payment Period
    
    
    18Section 2.12
    
    CUSIP Numbers
    
    
    19Section 2.13
    
    Global Debentures
    
    
    19ARTICLE III PARTICULAR COVENANTS OF THE COMPANY
    
    
    22Section 3.01
    
    Payment of Principal, Premium and Interest; Agreed
Treatment of the Debt Securities
    
    
    22Section 3.02
    
    Offices for Notices and Payments, etc
    
    
    23Section 3.03
    
    Appointments to Fill Vacancies in Trustees Office
    
    
    23Section 3.04
    
    Provision as to Paying Agent
    
    
    23Section 3.05
    
    Certificate to Trustee
    
    
    24Section 3.06
    
    Additional Amounts
    
    
    25Section 3.07
    
    Compliance with Consolidation Provisions
    
    
    25Section 3.08
    
    Limitation on Dividends
    
    
    25Section 3.09
    
    Covenants as to the Trust
    
    
    26ARTICLE IV LISTS
    
    
    26Section 4.01
    
    Securityholders Lists
    
    
    26Section 4.02
    
    Preservation and Disclosure of Lists
    
    
    27Section 4.03
    
    Financial and Other Information
    
    
    28ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
    
    
    29Section 5.01
    
    Events of Default
    
    
    29Section 5.02
    
    Payment of Debt Securities on Default; Suit Therefor
    
    
    31Section 5.03
    
    Application of Moneys Collected by Trustee
    
    
    32
 i




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Section 5.04
    
    Proceedings by Securityholders
    
    
    33Section 5.05
    
    Proceedings by Trustee
    
    
    33Section 5.06
    
    Remedies Cumulative and Continuing
    
    
    33Section 5.07
    
    Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders
    
    
    34Section 5.08
    
    Notice of Defaults
    
    
    34Section 5.09
    
    Undertaking to Pay Costs
    
    
    35ARTICLE VI CONCERNING THE TRUSTEE
    
    
    35Section 6.01
    
    Duties and Responsibilities of Trustee
    
    
    35Section 6.02
    
    Reliance on Documents, Opinions, etc
    
    
    36Section 6.03
    
    No Responsibility for Recitals, etc
    
    
    37Section 6.04
    
    Trustee, Authenticating Agent, Paying Agents, Transfer
Agents or Registrar May Own Debt Securities
    
    
    38Section 6.05
    
    Moneys to be Held in Trust
    
    
    38Section 6.06
    
    Compensation and Expenses of Trustee
    
    
    38Section 6.07
    
    Officers Certificate as Evidence
    
    
    39Section 6.08
    
    Eligibility of Trustee
    
    
    39Section 6.09
    
    Resignation or Removal of Trustee
    
    
    40Section 6.10
    
    Acceptance by Successor Trustee
    
    
    41Section 6.11
    
    Succession by Merger, etc
    
    
    42Section 6.12
    
    Authenticating Agents
    
    
    42ARTICLE VII CONCERNING THE SECURITYHOLDERS
    
    
    43Section 7.01
    
    Action by Securityholders
    
    
    43Section 7.02
    
    Proof of Execution by Securityholders
    
    
    44Section 7.03
    
    Who Are Deemed Absolute Owners
    
    
    44Section 7.04
    
    Debt Securities Owned by Company Deemed Not
Outstanding
    
    
    45Section 7.05
    
    Revocation of Consents; Future Holders Bound
    
    
    45ARTICLE VIII SECURITYHOLDERS MEETINGS
    
    
    45Section 8.01
    
    Purposes of Meetings
    
    
    45Section 8.02
    
    Call of Meetings by Trustee
    
    
    46Section 8.03
    
    Call of Meetings by Company or Securityholders
    
    
    46Section 8.04
    
    Qualifications for Voting
    
    
    46Section 8.05
    
    Regulations
    
    
    46Section 8.06
    
    Voting
    
    
    47Section 8.07
    
    Quorum; Actions
    
    
    48ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    48Section 9.01
    
    Supplemental Indentures without Consent of
Securityholders
    
    
    48Section 9.02
    
    Supplemental Indentures with Consent of Securityholders
    
    
    50
 ii




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##### 



Section 9.03
    
    Effect of Supplemental Indentures
    
    
    51Section 9.04
    
    Notation on Debt Securities
    
    
    51Section 9.05
    
    Evidence of Compliance of Supplemental Indenture to
be
Furnished to Trustee
    
    
    51ARTICLE X REDEMPTION OF SECURITIES
    
    
    52Section 10.01
    
    Optional Redemption
    
    
    52Section 10.02
    
    Special Event Redemption
    
    
    52Section 10.03
    
    Notice of Redemption; Selection of Debt Securities
    
    
    52Section 10.04
    
    Payment of Debt Securities Called for Redemption
    
    
    53ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
    
    
    53Section 11.01
    
    Company May Consolidate, etc., on Certain Terms
    
    
    53Section 11.02
    
    Successor Entity to be Substituted
    
    
    54Section 11.03
    
    Opinion of Counsel to be Given to Trustee
    
    
    55ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE
    
    
    55Section 12.01
    
    Discharge of Indenture
    
    
    55Section 12.02
    
    Deposited Moneys to be Held in Trust by Trustee
    
    
    56Section 12.03
    
    Paying Agent to Repay Moneys Held
    
    
    56Section 12.04
    
    Return of Unclaimed Moneys
    
    
    56ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
    
    
    56Section 13.01
    
    Indenture and Debt Securities Solely Corporate
Obligations
    
    
    56ARTICLE XIV MISCELLANEOUS PROVISIONS
    
    
    57Section 14.01
    
    Successors
    
    
    57Section 14.02
    
    Official Acts by Successor Entity
    
    
    57Section 14.03
    
    Surrender of Company Powers
    
    
    57Section 14.04
    
    Addresses for Notices, etc
    
    
    57Section 14.05
    
    Governing Law
    
    
    57Section 14.06
    
    Evidence of Compliance with Conditions Precedent
    
    
    57Section 14.07
    
    Business Day Convention
    
    
    58Section 14.08
    
    Table of Contents, Headings, etc
    
    
    58Section 14.09
    
    Execution in Counterparts
    
    
    58Section 14.10
    
    Separability
    
    
    58Section 14.11
    
    Assignment
    
    
    59Section 14.12
    
    Acknowledgment of Rights
    
    
    59ARTICLE XV SUBORDINATION OF DEBT SECURITIES
    
    
    59
 iii




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##### 



Section 15.01
    
    Agreement to Subordinate
    
    
    59Section 15.02
    
    Default on Senior Indebtedness
    
    
    60Section 15.03
    
    Liquidation; Dissolution; Bankruptcy
    
    
    60Section 15.04
    
    Subrogation
    
    
    61Section 15.05
    
    Trustee to Effectuate Subordination
    
    
    62Section 15.06
    
    Notice by the Company
    
    
    62Section 15.07
    
    Rights of the Trustee; Holders of Senior Indebtedness
    
    
    63Section 15.08
    
    Subordination May Not Be Impaired
    
    
    63
 EXHIBITSEXHIBIT A
EXHIBIT B
    
    Form of Debt Security
Form of Certificate of Officer of the Company
 iv




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##### 



Definitions.




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##### 



SM pari passu provided however,
  provided, however,
 2




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##### 



provided, further, however,
   pari passu provided, however,
         3




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##### 



provided, however,
  4




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##### 



provided,
  5




---



##### 



6




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##### 



pari passu provided, however,
    7




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##### 



Special Redemption During the 12-MonthPeriod Beginning November 23,
    
    Percentage of Principal Amount2006
    
    
    103.20
    %2007
    
    
    102.40
    %2008
    
    
    101.60
    %2009
    
    
    100.80
    %2010 and thereafter
    
    
    100.00
    %
   8




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##### 



Authentication and Dating.
   9




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##### 



Form of Trustees Certificate of Authentication.
   Wilmington Trust Company,      not in
its individual capacity      but
solely as trusteeBy:Authorized Officer Form and Denomination of Debt Securities.
  Execution of Debt Securities.
   10




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##### 



Exchange and Registration of Transfer of Debt
Securities.
     11




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##### 



THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER
THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER
OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE
COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE 144A), TO A PERSON THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF
SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND
SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANYS RIGHT PRIOR TO ANY SUCH OFFER, SALE
 12




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##### 



OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY
OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WELL
COMPLY WITH THE FOREGOING RESTRICTIONS.
 THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE
BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE) (EACH A PLAN), OR AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY PLANS INVESTMENT IN THE ENTITY AND NO
PERSON INVESTING PLAN ASSETS OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii)
SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
 THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000
AND MULTIPLES OF $1,000 IN
 13




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##### 



EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000
SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.
 THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR
FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE FDIC). THIS
OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED
CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.
 Mutilated, Destroyed, Lost or Stolen Debt
Securities.
    14




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##### 



Temporary Debt Securities.
  Payment of Interest.
  15




---



##### 



16




---



##### 



Cancellation of Debt Securities Paid, etc.
  Computation of Interest.
     17




---



##### 



Extension of Interest Payment Period.
  18




---



##### 



provided,
however, provided,
 CUSIP Numbers.
 provided,
 Global Debentures.
   19




---



##### 



20




---



##### 



Global Debentures shall bear the following legend on the face
thereof:
 THIS SECURITY IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (DTC) OR A
NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC)
MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN 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
 21




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##### 



REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
 
 Payment of Principal, Premium and Interest; Agreed Treatment of the
Debt Securities.
    22




---



##### 



pari passu
 Offices for Notices and Payments, etc.
  provided, however,
 Appointments to Fill Vacancies in Trustees Office.
  Provision as to Paying Agent.
  23




---



##### 



Certificate to Trustee.
  24




---



##### 



Additional Amounts.
  provided, however,
 Compliance with Consolidation Provisions.
  Limitation on Dividends.
 pari passu pari
passu
 25




---



##### 



pari
passu
 Covenants as to the Trust.
 provided however
 
 Securityholders Lists.
    26




---



##### 



Preservation and Disclosure of Lists.
      27




---



##### 



Financial and Other Information.
   28




---



##### 



Events of Default.
        29




---



##### 



ipso facto
 provided however
 30




---



##### 



Payment of Debt Securities on Default; Suit Therefor.
   31




---



##### 



Application of Moneys Collected by Trustee.
      32




---



##### 



Proceedings by Securityholders.
 provided
  Proceedings by Trustee.
  Remedies Cumulative and Continuing.
  33




---



##### 



Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders.
 provided however provided further ipso facto provided however provided, further
 Notice of Defaults.
  34




---



##### 



provided, that,
 Undertaking to Pay Costs.
  
 Duties and Responsibilities of Trustee.
    35




---



##### 



Reliance on Documents, Opinions, etc.
   36




---



##### 



provided however
  No Responsibility for Recitals, etc.
  37




---



##### 



Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debt Securities.
  Moneys to be Held in Trust.
  Compensation and Expenses of Trustee.
  38




---



##### 



Officers Certificate as Evidence.
  Eligibility of Trustee.
   39




---



##### 



Resignation or Removal of Trustee.
       40




---



##### 



Acceptance by Successor Trustee.
    41




---



##### 



Succession by Merger, etc.
 provided,
 provided however
 Authenticating Agents.
 provided however
 42




---



##### 



Action by Securityholders.
  43




---



##### 



provided however
 Proof of Execution by Securityholders.
   Who Are Deemed Absolute Owners.
  44




---



##### 



Debt Securities Owned by Company Deemed Not Outstanding.
 provided
 Revocation of Consents; Future Holders Bound.
  ARTICLE VIII
SECURITYHOLDERS MEETINGS
 Purposes of Meetings.
   45




---



##### 



Call of Meetings by Trustee.
  Call of Meetings by Company or Securityholders.
  Qualifications for Voting.
  Regulations.
  46




---



##### 



provided however
 Voting.
   47




---



##### 



Quorum; Actions.
 provided however
 provided however
  ARTICLE IX
SUPPLEMENTAL INDENTURES
 Supplemental Indentures without Consent of Securityholders.
  48




---



##### 



provided however
 provided
 provided
     49




---



##### 



Supplemental Indentures with Consent of Securityholders.
 provided, however, provided, further, provided, further,
  50




---



##### 



Effect of Supplemental Indentures.
  Notation on Debt Securities.
  Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.
  51




---



##### 



Optional Redemption.
  Special Event Redemption.
  Notice of Redemption; Selection of Debt Securities.
   52




---



##### 



Payment of Debt Securities Called for Redemption.
 provided, however,
  
 Company May Consolidate, etc., on Certain Terms.
  53




---



##### 



provided, however,
 Successor Entity to be Substituted.
  54




---



##### 



Opinion of Counsel to be Given to Trustee.
  
 Discharge of Indenture.
  55




---



##### 



Deposited Moneys to be Held in Trust by Trustee.
  Paying Agent to Repay Moneys Held.
  Return of Unclaimed Moneys.
  
 Indenture and Debt Securities Solely Corporate
Obligations.
  56




---



##### 



Successors.
  Official Acts by Successor Entity.
  Surrender of Company Powers.
  Addresses for Notices, etc.
  Governing Law.
  Evidence of Compliance with Conditions Precedent.
  57




---



##### 



Business Day Convention.
  Table of Contents, Headings, etc.
  Execution in Counterparts.
  Separability.
  58




---



##### 



Assignment.
 provided, however,
 Acknowledgment of Rights.
  
 Agreement to Subordinate.
   59




---



##### 



Default on Senior Indebtedness.
   Liquidation; Dissolution; Bankruptcy.
  60




---



##### 



provided,
 Subrogation.
  61




---



##### 



Trustee to Effectuate Subordination.
  Notice by the Company.
  62




---



##### 



provided, however,
  Rights of the Trustee; Holders of Senior Indebtedness.
    Subordination May Not Be Impaired.
  63




---



##### 



64




---



##### 



UCBH HOLDINGS, INC.By:
    
    /s/ Dennis WuName:
    
    Dennis WuTitle:
    
    Executive Vice President,Chief Financial OfficerWILMINGTON TRUST COMPANY,as TrusteeBy:Name:Title:




---



##### 



UCBH HOLDINGS, INC.By:Name:Title:WILMINGTON TRUST COMPANY,as TrusteeBy:
    
    /s/ Geoffrey J. LewisName:
    
    Geoffrey J. LewisTitle:
    
    Financial Services Officer




---



##### 



Exhibit A




---



##### 



[THIS SECURITY IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (DTC) OR A NOMINEE OF
DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR
BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.] 1
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER
THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER
OF THIS
 
 1
    
    Only applicable if this Debt Security is a Global Debt Security. A-1




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##### 



SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE
COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE 144A), TO A PERSON THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF
SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND
SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANYS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY
BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,
BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE
FOREGOING RESTRICTIONS.
 THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE
BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE) (EACH A PLAN), OR AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY PLANS INVESTMENT IN THE ENTITY AND NO
PERSON INVESTING PLAN ASSETS OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS
 A-2




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##### 



SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE
AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE EXEMPTION.
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
 THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000
AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN
DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.
ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN.
 THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR
FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE FDIC). THIS
OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED
CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.
 
  A-3




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(provided
   A-4




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##### 



provided, however, pari passu pari passu
 A-5




---



##### 



pari passu provided,
    A-6




---



##### 



A-7




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##### 



UCBH HOLDINGS, INC.By:Name:Title:
 
   WILMINGTON TRUST COMPANY,not in its individual capacity but solely as
the TrusteeBy:Authorized Officer
 
 A-8




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A-9




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##### 



Special Redemption During the 12-MonthPeriod Beginning November 23,
    
    
    
    
    
    Percentage of Principal Amount2006
    
    
    
    
    
    
    103.20
    %2007
    
    
    
    
    
    
    102.40
    %2008
    
    
    
    
    
    
    101.60
    %2009
    
    
    
    
    
    
    100.80
    %2010 and thereafter
    
    
    
    
    
    
    100.00
    %
 ipso facto
 provided, however,
 A-10




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##### 



A-11




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##### 



A-12




---



##### 



Exhibit B




---



##### 



specify each such default and the nature thereof .
   
 Name:Title:
 B-1