Exhibit




































Central Bancorp, Inc.
as Company










INDENTURE
Dated as of December 27, 2005




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
As Trustee




JUNIOR SUBORDINATED DEBT SECURITIES 


Due March 15, 2036



(8) Central   Bancorp,   Inc.
AU\4171308.5
358764-2






TABLE OF CONTENTS


	
				
	 
	 
	 
	Page

	ARTICLE I

	DEFINITIONS

	SECTION
	1.01.
	Definitions
	1

	ARTICLE II

	DEBT SECURITIES

	SECTION
	2.01.
	Authentication and Dating
	7

	SECTION
	2.02.
	Form of Trustee's Certificate of Authentication
	8

	SECTION
	2.03.
	Form and Denomination of Debt Securities
	8

	SECTION
	2.04.
	Execution of Debt Securities
	8

	SECTION
	2.05.
	Exchange and Registration of Transfer of Debt Securities
	9

	SECTION
	2.06.
	Mutilated, Destroyed, Lost or Stolen Debt Securities
	11

	SECTION
	2.07.
	Temporary Debt Securities
	12

	SECTION
	2.08.
	Payment of Interest
	12

	SECTION
	2.09.
	Cancellation of Debt Securities Paid, etc
	14

	SECTION
	2.10.
	Computation of Interest
	14

	SECTION
	2.11.
	Extension of Interest Payment Period
	15

	SECTION
	2.12.
	CUSIP Numbers
	16

	ARTICLE III

	PARTICULAR COVENANTS OF THE COMPANY

	SECTION
	3.01.
	Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities
	17

	SECTION
	3.02.
	Offices for Notices and Payments, etc
	17

	SECTION
	3.03.
	Appointmentsto Fill Vacancies in Trustee's Office
	18

	SECTION
	3.04.
	Provision as to Paying Agent..
	18

	SECTION
	3.05.
	Certificate to Trustee
	19

	SECTION
	3.06.
	Additional Interest
	19

	SECTION
	3.07.
	Compliance with Consolidation Provisions
	19

	SECTION
	3.08.
	Limitation on Dividends
	19

	SECTION
	3.09.
	Covenants as to the Trust
	20

	ARTICLE IV

	LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE

	SECTION
	4.01
	Securityholders' Lists
	20

	SECTION
	4.02
	Preservation and Disclosure of Lists
	20

	ARTICLE V

	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSUPON  AN EVENT OF DEFAULT

	SECTION
	5.01
	Events of Default  
	22

	SECTION
	5.02
	Payment of Debt Securities on Default; Suit Therefor
	24

	SECTION
	5.03
	Application of Moneys Collected by Trustee       
	25

	SECTION
	5.04
	Proceedings by Securityholders  
	25

	SECTION
	5.05
	Proceedings by Trustee      
	26





	
			
	 
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TABLE OF COTENTS
(CONTINUED)


	
				
	SECTION
	5.06
	Remedies Cumulative and Continuing 
	26

	SECTION
	5.07
	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders    
	26

	SECTION
	5.08
	Notice of Defaults
	27

	SECTION
	5.09
	Undertaking to Pay Costs 
	27

	ARTICLE VI

	CONCERNIG  THE TRUSTEE

	SECTION
	6.01
	Duties and Responsibilitiesof Trustee
	27

	SECTION
	6.02
	Reliance on Documents, Opinions, etc
	29

	SECTION
	6.03
	No Responsibility for Recitals, etc
	29

	SECTION
	6.04
	Trustee, AuthenticatingAgent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities
	30

	SECTION
	6.05
	Moneys to be Held in Trust
	30

	SECTION
	6.06
	Compensation and Expenses of Trustee
	30

	SECTION
	6.07
	Officers' Certificate as Evidence
	31

	SECTION
	6.08
	Eligibility of Trustee
	31

	SECTION
	6.09
	Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt Security Registrar
	31

	SECTION
	6.10
	Acceptanceby Successor
	33

	SECTION
	6.11
	Succession by Merger, etc
	33

	SECTION
	6.12
	Authenticating Agents
	34

	ARTICLE VII

	CONCERNINGTHE SECURITY HOLDERS

	SECTION
	7.01
	Action by Securityholders
	35

	SECTION
	7.02
	Proof of Execution by Securityholders
	35

	SECTION
	7.03
	Who Are Deemed Absolute Owners
	36

	SECTION
	7.04
	Debt Securities Owned by Company Deemed Not Outstanding
	36

	SECTION
	7.05
	Revocation of Consents; Future Securityholders Bound
	36

	ARTICLE VIII

	SECURITYHOLDERS' MEETINGS

	SECTION
	8.01
	Purposes of Meetings
	37

	SECTION
	8.02
	Call of Meetings by Trustee
	37

	SECTION
	8.03
	Call of Meetings by Company or Securityholders
	37

	SECTION
	8.04
	Qualifications for Voting
	37

	SECTION
	8.05
	Regulations
	38

	SECTION
	8.06
	Voting
	38

	SECTION
	8.07
	Quorum; Actions
	39

	SECTION
	8.08
	Written Consent Without a Meeting
	39

	ARTICLE IX

	SUPPLEMENTAL INDENTURES

	SECTION
	9.01
	Supplemental Indentures without Consent of Securityholders
	40

	SECTION
	9.02
	Supplemental Indentures with Consent of Securityholders
	41





	
			
	 
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TABLE OF COTENTS
(CONTINUED)


	
				
	SECTION
	9.03
	Effect of Supplemental Indentures
	42

	SECTION
	9.04
	Notation on Debt Securities
	42

	SECTION
	9.05
	Evidence of Compliance of Supplemental Indenture to be furnished to Trustee
	42

	ARTICLE X

	REDEMPTION OF SECURITIES

	SECTION
	10.01
	Optional Redemption 
	42

	SECTION
	10.02
	Special Event Redemption
	43

	SECTION
	10.03
	Notice of Redemption; Selection of Debt Securities
	43

	SECTION
	10.04
	Payment of Debt Securities Called for Redemption
	43

	ARTICLE XI

	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

	SECTION
	11.01
	Company May Consolidate, etc., on Certain Terms
	44

	SECTION
	11.02
	Successor Entity to be Substituted
	45

	SECTION
	11.03
	Opinion of Counsel to be Given to Trustee
	45

	ARTICLE XII

	SATISFACTIONAND DISCHARGE OF INDENTURE

	SECTION
	12.01
	Discharge of Indenture
	45

	SECTION
	12.02
	Deposited Moneys to be Held in Trust by Trustee
	46

	SECTION
	12.03
	Paying Agent to Repay Moneys Held
	46

	SECTION
	12.04
	Return of Unclaimed Moneys
	46

	ARTICLE XIII

	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

	SECTION
	13.01
	Indenture and Debt Securities Solely Corporate Obligations
	46

	ARTICLE XIV

	MISCELLANEOUSPROVISIONS

	SECTION
	14.01
	Successors   
	47

	SECTION
	14.02
	Official Acts by Successor Entity 
	47

	SECTION
	14.03
	Surrender of Company Powers
	47

	SECTION
	14.04
	Addresses for Notices, etc
	47

	SECTION
	14.05
	Governing Law
	47

	SECTION
	14.06
	Evidence of Compliance with Conditions Precedent..
	48

	SECTION
	14.07
	Non-Business Days
	48

	SECTION
	14.08
	Table of Contents, Headings, etc 
	48

	SECTION
	14.09
	Execution in Counterparts
	48

	SECTION
	14.10
	Severability
	48

	SECTION
	14.11
	Assignment
	49

	SECTION
	14.12
	Acknowledgmentof Rights
	49

	ARTICLE XV

	SUBORDINATION OF DEBT SECURITIES

	SECTION
	15.01
	Agreement to Subordinate
	49

	SECTION
	15.02
	Default on Senior Indebtedness
	50





	
			
	 
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TABLE OF COTENTS
(CONTINUED)


	
				
	SECTION
	15.03
	Liquidation; Dissolution; Bankruptcy
	50

	SECTION
	15.04
	Subrogation
	51

	SECTION
	15.05
	Trustee to Effectuate Subordination
	52

	SECTION
	15.06
	Notice by the Company
	52

	SECTION
	15.07
	Rights of the Trustee, Holders of Senior Indebtedness
	53

	SECTION
	15.08
	Subordination   May Not Be Impaired
	53

	 
	 
	 
	 

	EXHIBITS


	 
	 
	56

	EXHIBIT  
	A
	FORM  OF DEBT  SECURITY
	56







	
			
	 
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THIS  INDENTURE,   dated  as of December  27,  2005,  between  Central  Bancorp, Inc.,   a   bank   holding    company    incorporated    in   Texas   (hereinafter    sometimes    called   the "Company"},   and JPMorgan  Chase Bank, National  Association  as trustee  (hereinafter  sometimes called the "Trustee").


W I T N E S S E T H:


WHEREAS,   for its lawful  corporate  purposes,  the Company  has duly  authorized the   issuance   of  its  Junior   Subordinated    Debt   Securities   due  March    15,   2036   (the   "Debt Securities")   under  this  Indenture   and  to  provide,   among  other  things,   for  the  execution   and authentication,    delivery   and  administration    thereof,   the  Company   has   duly   authorized   the execution  of this Indenture.


NOW,  THEREFORE,   in consideration   of the premises,   and  the purchase  of the Debt  Securities  by the holders  thereof,  the Company  covenants  and agrees  with  the Trustee  for the  equal  and  proportionate   benefit  of  the  respective   holders   from  time  to  time  of  the  Debt Securities  as follows:


ARTICLE  I
 DEFINITIONS


SECTION  1.01.  Definitions.


The  terms  defined   in  this  Section   1.01  (except   as  herein   otherwise   expressly provided  or unless  the context  otherwise  requires)  for all purposes  of this Indenture  and of any indenture  supplemental  hereto  shall have the respective  meanings  specified  in this Section  1.01. All accounting  terms  used herein  and not expressly  defined  shall have the meanings  assigned  to such terms  in accordance  with generally  accepted  accounting  principles  and the term  "generally accepted  accounting  principles"   means  such  accounting  principles   as are generally  accepted  in the United  States at the time of any computation.  The words  "herein,"  "hereof  and  "hereunder" and other  words  of similar  import  refer  to this  Indenture  as a whole  and  not  to any particular Article,  Section or other subdivision.


"Additional  Interest"  shall have the meaning  set forth in Section  3.06. 


"Additional  Provisions"  shall have the meaning  set forth in Section  15.01. 


"Authenticating    Agent"  means  any  agent  or  agents  of  the  Trustee  which  at the time shall be appointed  and acting pursuant  to Section 6.12.


"Bankruptcy  Law" means  Title  11,   U.S. Code,  or any similar  federal  or state law for the relief of debtors.


"Board  of Directors"  means  the board  of directors  or the executive  committee  or any other duly authorized  designated  officers  of the Company.


"Board  Resolution"  means  a copy  of a resolution  certified  by the Secretary  or an Assistant  Secretary  of the Company  to have been duly adopted  by the Board  of Directors  and to be in full force and effect on the date of such certification  and delivered  to the Trustee.



	
			
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"Business  Day" means  any day other than a Saturday,  Sunday  or any other day on which  banking  institutions   in Wilmington,   Delaware,  New  York  City  or the  city  of  either  the Principal  Office  of the Trustee  or the principal  office  of the Company  are permitted  or required by any applicable  law  or executive  order to close.


"Calculation    Agent"   means   the   Person   identified     as   "Trustee"     in   the   first paragraph  hereof  with respect  to the Debt  Securities   and the Institutional   Trustee  with respect  to the Trust Securities.


"Capital  Securities"   means  undivided  beneficial   interests  in the assets  of the Trust which  are designated  as "TP Securities"    and rank pari passu  with Common  Securities    issued  by the Trust;   provided,    however,   that  if an  Event  of Default   (as  defined  in  the  Declaration)   has occurred  and  is  continuing,   the  rights  of  holders   of  such  Common   Securities   to  payment  in respect     of   distributions    and   payments    upon    liquidation,     redemption     and   otherwise     are subordinated  to the rights of holders  of such Capital  Securities.


"Capital  Securities  Guarantee"   means  the guarantee  agreement  that  the Company will enter into with JPMorgan   Chase Bank,  National  Association  or other  Persons  that  operates directly or indirectly  for the benefit  of holders  of Capital  Securities  of the Trust.


"Capital   Treatment  Event" means,  if the Company  is organized  and existing   under the laws of the United  States  or any state thereof  or the District  of Columbia,   the receipt  by the Company  and the Trust  of an Opinion  of Counsel  experienced  in such matters  to the effect that, as a result  of (a) any  amendment  to,  or change  in,  the  laws,  rules  or regulations   of the United States or any political   subdivision   thereof  or therein,  or any rules,  guidelines  or policies   of any applicable    regulatory    authority    for   the   Company    or   {b)    any   official    or   administrative pronouncement   or  action  or  decision    interpreting   or  applying   such  laws,   rules  or regulations, which   amendment    or  change   is   effective   or  which   pronouncement,     action   or  decision    is announced  on or after the date  of original  issuance  of the Debt  Securities,    there  is  more  than an insubstantial   risk  that,  within  90 days  of the receipt  of such opinion,   the  aggregate  Liquidation Amount  of the Capital  Securities  will  not be eligible  to be treated  by  the  Company  as "Tier  1 Capital"  (or the  then  equivalent  thereof)  for purposes  of the capital  adequacy   guidelines  of the Federal  Reserve  (or any  successor  regulatory  authority  with jurisdiction   over  bank  or financial holding  companies),   as then  in effect  and applicable  to the Company  (or if the Company  is not a bank holding  company,   such guidelines  applied  to the Company  as if the Company  were  subject to such  guidelines);    provided,   however,   that  the  inability  of  the  Company   to  treat  all  or  any portion  of the aggregate  Liquidation  Amount  of the Capital  Securities  as Tier  1  Capital  shall not constitute   the basis  for  a Capital  Treatment   Event,   if such  inability  results  from  the  Company having  cumulative  preferred  stock,  minority  interests  in consolidated   subsidiaries,   or any other class  of  security   or  interest  which  the  Federal   Reserve   or  OTS,   as  applicable,   may  now  or hereafter  accord  Tier  1    Capital  treatment  in excess  of the  amount  which  may  now  or hereafter qualify  for treatment   as Tier  1    Capital  under  applicable   capital  adequacy   guidelines;   provided further,  however,   that the distribution  of the Debt Securities  in connection  with the liquidation  of the Trust  by the Company  shall  not in and of itself constitute  a Capital  Treatment   Event  unless such liquidation  shall have occurred  in connection  with a Tax Event  or an Investment   Company Event.


"Certificate"   means   a certificate   signed  by  any  one  of  the  principal   executive officer,  the principal  financial  officer or the principal  accounting  officer  of the Company.


"Common   Securities"   means  undivided   beneficial   interests   in  the  assets  of  the Trust  which  are designated  as "Common  Securities"   and rank pari passu  with  Capital  Securities issued by the Trust; provided,   however,  that if an Event of Default  (as defined  in the Declaration) has occurred  and is continuing,   the rights  of holders  of such  Common  Securities  to payment  in respect    of   distributions    and   

	
			
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payments    upon    liquidation,     redemption     and   otherwise    are subordinated  to the rights of holders  of such Capital  Securities.


"Company"  means  Central  Bancorp,   Inc.,  a bank  holding   company  incorporated in Texas,  and,  subject to the provisions  of Article XI, shall include  its successors  and assigns.


"Debt  Security"  or "Debt  Securities"   has  the meaning  stated  in the first recital of this Indenture.


"Debt Security Register" has the meaning specified in Section 2.05.


"Declaration" means the Amended and Restated Declaration of Trust of the Trust dated as of December 27, 2005, as amended or supplemented from time to time.


"Default" means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


"Defaulted Interest" has the meaning set forth in Section 2.08. 


"Deferred Interest" has the meaning set forth in Section 2.11.


"Event  of  Default"  means  any  event  specified  in  Section  5.01,  which  has continued for the period of time, if  any, and after the  giving of the  notice, if any, therein designated.


"Extension Period" has the meaning set forth in Section 2.11.


"Federal Reserve" means the Board of Governors of the Federal Reserve System. 


"Fixed Rate" means a per annum rate of interest, equal to 6.255%  commencing
December 27, 2005.


"Fixed Rate Period" has the meaning assigned to it in Section 2.lO(a).


"Indenture" means  this  instrument  as  originally  executed  or,  if  amended  or supplemented as herein provided, as so amended or supplemented, or both.


"Initial Purchaser" means the initial purchaser of the Capital Securities.


"Institutional  Trustee"  has the meaning  set forth in the Declaration.


"Interest  Payment  Date"  means  March  15, June  15, September   15 and December
15 of each year, commencing  on March  15, 2006,  during the term of this Indenture.


"Interest   Payment   Period"   means   the  period   from   and   including   an  Interest Payment  Date, or in the case of the first Interest  Payment  Period,  the original  date of issuance  of the Debt  Securities,   to, but excluding,  the next  succeeding  Interest  Payment  Date or,  in the case of the last Interest  Payment  Period,  the Redemption   Date, Special  Redemption   Date or Maturity Date, as the case may be.


"Interest  Rate" means  the Fixed Rate and Variable  Rate,  as applicable.



	
			
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"Investment  Company  Event"  means  the receipt  by the Company  and the Trust  of an Opinion  of Counsel  experienced   in such  matters  to the effect  that,  as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there  is more than an insubstantial risk  that the Trust is or, within 90 days of the  date of such opinion  will be, considered an "investment company" that is required to be registered  under the  Investment Company Act of 1940, as amended, which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the original issuance of the Debt Securities.


"LIBOR" means the London Interbank Offered Rate for U.S. Dollar deposits in
Europe as determined by the Calculation Agent according to Section 2.1 O(b).


"LIBOR Banking Day" has the meaning set forth in Section 2.lO(b)(l). 


"LIBOR "Business Day" has the meaning set forth in Section 2.lO(b)(l). 


"LIBOR Determination Date" has the meaning set forth in Section 2.1 O(b ).


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


"Maturity Date" means March 15, 2036.


"Notice" has the meaning set forth in Section 2.11.


"Officers' Certificate" means a certificate signed by the Chairman of the Board, the Vice Chairman, the President or any Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall include the  statements  provided  for in  Section  14.06 if  and  to  the  extent  required by  the provisions of such Section.


"Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be  an employee  of or  counsel to  the  Company, or may  be  other  counsel  reasonablysatisfactory   to  the  Trustee.   Each   such  opinion   shall  include   the  statements   provided   for  in Section  14.06  if and to the extent required  by the provisions  of such Section.


"OTS"  means  the Office  of Thrift  Supervision   and any  successor  federal  agency that is primarily  responsible  for regulating  the activities  of savings  and loan holding  companies.


"Outstanding"   means,  when  used with reference  to Debt  Securities,  subject  to the provisions   of  Section   7.04,   as  of  any  particular   time,  all  Debt  Securities   authenticated    and delivered  by the Trustee  or the Authenticating  Agent under this Indenture,  except


(a)        Debt  Securities  theretofore  canceled  by the Trustee  or the Authenticating
Agent or delivered  to the Trustee  for cancellation;


(b)        Debt  Securities,   or  portions   thereof,  for  the  payment   or  redemption   of which  moneys  in the necessary   amount  shall  have  been  deposited   in trust  with  the  Trustee  or with  any Paying  Agent  (other  than the Company)  or shall have  been  set aside  and segregated  in trust by the Company  (if the Company  shall act as its own Paying  Agent);  provided,  that, if such Debt  Securities,  or portions  thereof, are to be redeemed  prior  to maturity  thereof, notice  of such redemption  shall have been given  as provided  in Articles  X and XIV or provision  satisfactory  to the Trustee  shall have been made for giving  such notice;  and



	
			
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(c)        Debt   Securities    paid   pursuant   to   Section   2.06   or   in   lieu   of  or   in substitution  for which other Debt  Securities  shall have been authenticated  and delivered  pursuant to  the  terms  of  Section   2.06   unless  proof   satisfactory    to  the  Company   and  the  Trustee   is presented  that any such Debt  Securities  are held by bona fide holders  in due course.


"Paying Agent"  has the meaning  set forth in Section   3.04(e).


"Person"     means    any    individual,     corporation,     limited     liability    company, partnership,  joint  venture,  association,  joint-stock   company,  trust, unincorporated   organization  or government  or any agency or political  subdivision  thereof.


"Predecessor  Security"  of any particular  Debt Security  means  every previous  Debt Security  evidencing  all or a portion  of the same  debt  as that  evidenced  by  such particular  Debt Security;  and, for the purposes  of this definition,  any Debt  Security  authenticated   and delivered under  Section   2.06  in  lieu  of  a  lost,  destroyed   or  stolen  Debt  Security   shall  be  deemed   to evidence  the same debt as the lost, destroyed  or stolen Debt Security.


"Principal  Office  of the Trustee"  means  the office  of the Trustee,  at which  at any particular  time  its corporate  trust business  shall  be principally   administered,   which  at all times shall be located  within  the United  States and at the time of the execution  of this Indenture  shall be 600 Travis  Street, 50th Floor, Houston,  Texas 77002.


"Redemption  Date"  has the meaning  set forth in Section  10.01.


"Redemption   Price"  means  100% of the principal  amount  of the Debt  Securities being  redeemed  plus  accrued  and  unpaid  interest  on  such  Debt  Securities   to  the  Redemption Date.


"Responsible   Officer"  means,  with  respect  to the Trustee,  any  officer  within  the Principal  Office  of the Trustee  with direct  responsibility   for the administration   of the Indenture, including  any vice-president,   any assistant  vice-president,   any secretary,  any assistant  secretary, the treasurer,  any assistant  treasurer,   any trust  officer  or other  officer  of the Principal  Office  of the Trustee  customarily   performing   functions  similar  to those  performed   by  any  of the  above designated  officers  and also means,  with respect  to a particular  corporate  trust  matter,  any other officer  to whom  such  matter  is referred  because  of that  officer's  knowledge   of  and  familiarity with the particular  subject.


"Securityholder,"    "holder  of Debt  Securities"   or other  similar  terms,  means  any Person  in whose  name  at the time a particular  Debt  Security  is registered   on the Debt  Security Register.


"Senior   Indebtedness"   means,  with  respect  to  the  Company,   (i)  the  principal, premium,    if  any,   and  interest   in respect of  (A) indebtedness  of  the  Company  for money borrowed,  similar  obligations   arising  from  off-balance  sheet  guarantees  and  direct  credit substitutes and (B)  indebtedness evidenced by  securities,  debentures,  notes, bonds  or other similar instruments issued by the Company; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional  sale obligations of the Company and all obligations of the Company under any title retention agreement (but excluding trade accounts payable  arising in the ordinary course of business,  such  trade  accounts  payable  being  pari  passu  in  right  of  payment  to  the  Debt Securities); (iv) all obligations of the Company for the reimbursement of any letter of credit, any banker's acceptance, all obligations associated with derivative products such as interest rate and foreign   exchange  contracts  and  commodity  contracts,  any  security  purchase  facility,   any repurchase  agreement  or  similar  arrangement,  any  interest  rate  swap,  any  other  hedging arrangement, any obligation  under options or any similar credit or other transaction;  (v) all obligations of the type referred to in clauses  (i) through (iv) above of other Persons for the payment of which the Company is responsible or liable  as obligor, guarantor or otherwise; and (vi) all 

	
			
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obligations of the type referred to in clauses (i) through (v) above of other Persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, it is provided in the instrument creating or evidencing  the same or pursuant to which the same is outstanding, that such obligations are not superior or are pari passu in right of payment to the Debt Securities; provided, however, that Senior Indebtedness shall not include (1) any indebtedness, liabilities or obligations  of the Company, or any Subsidiary of the Company, under debt securities (or guarantees in respect of debt securities) initially issued after the date of this Indenture to any trust,  or a trustee of a trust, partnership or other entity  affiliated  with the Company that is, directly or indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under the Investment Company Act of 1940)  or other financing vehicle of the Company or any Subsidiary of the Company in connection with the issuance by that entity of preferred securities or  other  securities  in   transactions  substantially  similar  in   structure  to  the  transactions contemplated hereunder and in the Declaration;  (2) Debt  Securities issued  pursuant to  this Indenture and guarantees in respect of such Debt Securities; (3) obligations with respect to which (a)  in  the  instrument  creating  or  evidencing  the  same  or  pursuant  to  which  the  same  is outstanding, it is provided that such obligations are pari passu, junior or otherwise not superior in right of payment to the Debt Securities.


"Special  Event"  means  any of a Tax  Event,  an Investment   Company  Event  or a
Capital  Treatment  Event.


"Special  Redemption  Date" has the meaning  set forth in Section  10.02.


"Special  Redemption   Price"  means,  with  respect  to the  redemption   of any  Debt Security   following   a  Special   Event,   an  amount   in  cash  equal  to  103.525%    of  the  principal amount  of Debt  Securities   to be redeemed  prior  to March   15,  2007  and  thereafter   equal  to the percentage   of the principal  amount  of the Debt  Securities  that  is specified  below  for the Special Redemption   Date  plus,  in each case,  unpaid  interest  accrued  thereon  to the Special  Redemption Date:


	
		
	Special  Redemption   During  the
12-Month  Period  Beginning  March  15
	Percentage  of Principal  Amount

	 
	 

	2007
	103.140%

	2008
	102.355%

	2009
	101.570%

	2010
	100.785%

	2011 and thereafter
	100.000%






"Subsidiary"   means,  with  respect  to  any  Person,   (i)  any  corporation,   at  least  a majority  of the outstanding  voting  stock of which  is owned,  directly  or indirectly,  by such Person or by one or more  of its Subsidiaries,   or by such Person  and one or more  of its Subsidiaries,   (ii) any  general  partnership,   joint  venture  or  similar  entity,  at  least  a majority   of  the  outstanding partnership  or similar  interests  of which  shall at the time be owned  by such Person,  or by one or more  of  its  Subsidiaries,   or  by  such  Person  and  one  or  more  of  its  Subsidiaries,   and  (iii)  any limited  partnership   of which  such  Person  or any of its Subsidiaries   is a general  partner.  For the purposes   of  this   definition,    "voting   stock"   means   shares,   interests,   participations    or  other equivalents   in the  equity  interest  (however  designated)   in such  Person  having  ordinary  voting power  for the election  of a majority  of the directors  (or the equivalent)  of such Person,  other than shares,  interests,   participations   or  other  equivalents   having  such  power  only  by  reason  of  the occurrence  of a contingency.



	
			
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"Tax  Event"  means  the  receipt  by the  Company   and  the  Trust  of an Opinion  of Counsel  experienced  in such matters  to the effect that, as a result  of any amendment  to or change (including  any  announced  prospective   change)  in the  laws or any  regulations   thereunder   of the United  States  or any political  subdivision   or taxing  authority  thereof  or therein,  or as a result  of any official  administrative   pronouncement   (including  any private  letter  ruling,  technical  advice memorandum,   regulatory   procedure,   notice  or announcement   (an  "Administrative    Action"))  or judicial   decision  interpreting   or  applying  such  laws  or regulations,   regardless   of whether  such Administrative    Action   or judicial   decision   is  issued   to  or  in  connection    with   a  proceeding involving   the  Company   or  the  Trust  and  whether   or  not  subject  to  review  or  appeal,  which amendment,   clarification,   change,  Administrative   Action  or decision  is enacted,  promulgated   or announced,  in each  case on or after the date  of original  issuance  of the Debt  Securities,  there  is more than  an insubstantial   risk that: (i) the Trust  is, or will be within  90 days of the date of such opinion,  subject  to United  States  federal  income  tax with respect  to income  received  or accruedon the  Debt  Securities;   (ii)  interest  payable   by the  Company   on  the  Debt  Securities   is  not,  or within  90 days of the date  of such  opinion,   will  not be,  deductible  by the Company,   in  whole   or in  part,  for United  States  federal  income  tax purposes;   or (iii)  the  Trust  is,  or will  be within  90 days of the date of such  opinion,  subject  to or otherwise  required  to pay,  or required  to withhold from  distributions   to holders  of Trust  Securities,   more  than  a de minimis  amount  of other  taxes (including  withholding   taxes),  duties,   assessments   or other governmental   charges.


"Trust"   means  Central  Bancorp  Statutory  Trust  I,  the Delaware    statutory  trust,  or any other  similar  trust created  for the purpose  of issuing  Capital  Securities  in connection  with the issuance   of Debt  Securities  under this Indenture,   of which  the Company  is the sponsor.


"Trust  Indenture  Act"  means  the Trust  Indenture   Act  of  1939,  as amended   from time-to-time,    or any successor  legislation.


"Trust  Securities"   means   Common   Securities    and  Capital    Securities   of  Central
Bancorp  Statutory  Trust  I.


"Trustee" means the Person identified as "Trustee"  in the first paragraph hereof, and, subject to the provisions of Article VI hereof, shall also  include  its successors and assigns as Trustee hereunder.


"United States" means the United States of America and the District of Columbia. "U.S.   Person"   has the  meaning given  to  United  States Person  as set forth  in
Section 7701(a)(30)  of the Internal Revenue Code of 1986, as amended.


"Variable Rate" means a per annum rate of interest, equal to LIBOR plus 1.40%, as determined on the LIBOR Determination Date preceding each Interest Payment Date,  reset quarterly, commencing upon expiration of the Fixed Rate Period.


ARTICLE II
DEBT SECURITIES 


SECTION 2.01.    Authentication and Dating.


Upon the execution and delivery of this Indenture, or from time to time thereafter, Debt Securities in an aggregate principal amount not in excess of $26,805,000  may be executed and delivered by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Debt Securities to or upon the written order of the Company,  signed  by its Chairman of the Board of Directors,  Vice  Chairman,  President or Chief Financial Officer or one of its Vice Presidents, without any further action by the Company hereunder. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation  to such Debt Securities,  the Trustee shall be entitled to receive, 

	
			
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and (subject to  Section  6.01)   shall be fully protected  in relying upon  a copy of any  Board Resolution or Board Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an AssistantSecretary  or other officers  with  appropriate  delegated   authority  of the Company  as the case may be.


The Trustee  shall  have  the right  to decline  to authenticate   and  deliver  any Debt Securities  under this Section if the Trustee,  being advised by counsel,  determines   that such action may not lawfully  be taken or if a Responsible  Officer of the Trustee  in good faith shall determine that such  action would  expose  the Trustee  to personal  liability  to existing  Securityholders.     The Trustee  shall also be entitled  to receive  an opinion  of counsel  to the effect  that (1) all conditions precedent  to  the  execution,   delivery  and  authentication   of  the  Securities   have  been  complied with;  (2) the  Securities  are not  required  to be registered  under  the  Securities   Act;  and  (3) the Indenture  is not required  to be qualified  under the Trust Indenture  Act.


The definitive  Debt Securities  shall be typed, printed,  lithographed  or engraved  on steel engraved  borders  or may be produced  in any other manner,  all as determined  by the officers executing  such Debt  Securities,  as evidenced  by their execution  of such Debt  Securities.


SECTION  2.02.   Form of Trustee's   Certificate  of Authentication.


The  Trustee's   certificate   of  authentication    on  all  Debt   Securities   shall  be  m substantially  the following  form:


This is one of the Debt  Securities referred  to in the within-mentioned Indenture. 


JPMorgan   Chase  Bank,  National  Association,   not  in its  individual   capacity  but solely as Trustee
	
			
	By
	 
	 

	 
	Authorized  Signatory
	 






SECTION  2.03.   Form and Denomination  of Debt Securities.


The  Debt  Securities  shall  be substantially   in the form of Exhibit A hereto. The Debt  Securities shall be  in  registered,  certificated form without  coupons  and  in  minimum denominations of $100,000 and any multiple of $1,000 in excess thereof. The Debt Securities shall be numbered, lettered,  or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.


SECTION 2.04.   Execution of Debt Securities.


The Debt Securities shall be signed in the name and on behalf of the Company by the  manual or facsimile signature of any of its  Chairman of  the Board  of Directors,  Vice Chairman, President or Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal (if legally required), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized officer, shall be entitled to the benefits  of  this  Indenture   or  be  valid  or  obligatory   for  any  purpose.   Such  certificate   by  the Trustee  or the Authenticating   Agent  upon  any Debt  Security  executed  by the Company  shall be conclusive   evidence  

	
			
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that  the  Debt  Security  so  authenticated   has  been  duly  authenticated   and delivered  hereunder  and that the holder  is entitled to the benefits  of this Indenture.


In  case  any  officer  of  the  Company   who  shall  have  signed   any  of  the  Debt Securities  shall  cease  to be  such  officer  before  the  Debt  Securities  so  signed  shall  have  been authenticated   and  delivered  by the Trustee  or the Authenticating   Agent,  or disposed  of by the Company,  such Debt  Securities  nevertheless  may be authenticated   and delivered  or disposed  of as though  the Person  who  signed  such Debt  Securities  had not ceased  to be such  officer  of the Company;  and any Debt  Security  may be signed  on behalf  of the Company  by such Persons  as, at  the  actual  date  of  the  execution  of  such  Debt  Security,  shall  be  the  proper  officers  of  the Company,  although  at the date of the execution  of this Indenture  any such person  was not such an officer.
Every Debt Security  shall be dated the date of its authentication. 


SECTION  2.05.   Exchange  and Registration  of Transfer  of Debt  Securities.


The  Company  shall cause  to be kept,  at the office  or agency  maintained   for the purpose  of registration  of transfer  and  for exchange  as provided  in Section  3.02,  a register  (the "Debt  Security  Register")   for  the Debt  Securities  issued  hereunder   in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transferof all Debt Securities as provided in this Article II. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time.


Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by  the  Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security or Debt Securities which the Securityholder making the exchange shall be entitled to receive. Upon  due presentment  for registration of transfer of any Debt Security at the Principal Office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02,  the  Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security.


All Debt  Securities presented  for registration of  transfer  or  for  exchange or payment shall (if so required by the Company or the Trustee or the Authenticating Agent) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the holder or such holder's attorney duly authorized in writing.


Neither   the  Trustee   nor  the  Debt   Security   Registrar   shall  be  responsible    for ascertaining  whether  any transfer  hereunder  complies  with  the registration   provisions   of or any exemptions   from  the  Securities  Act  (under  and  as defined  in the  Declaration),   applicable   state securities  laws or the applicable  laws of any other jurisdiction,   ERISA,  the United  States Internal Revenue  Code  of  1986,  as amended,  or the  Investment   Company  Act  (under  and as defined  in the Declaration).


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

	
			
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The Company or the Trustee shall not be required  to exchange  or register a transfer of any Debt Security for a period of 15 days immediately preceding the date of selection of Debt Securities for redemption.


Notwithstanding the foregoing, Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security:


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  BY  ITS  ACCEPTANCE HEREOF AGREES TO  OFFER, SELL OR OTHERWISE TRANSFER  SUCH SECURITY 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)  TO  A  ''NON  U.S. PERSON"  IN  AN  "OFFSHORE  TRANSACTION"  PURSUANT  TO  REGULATION  S UNDER THE SECURITIES ACT, (D) 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) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY 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, 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 CLAUSES (D) OR (E) 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   COMP ANY.   THE   HOLDER    OF   THIS   SECURITY    BY   ITS ACCEPTANCE   HEREOF   AGREES   THAT  IT  WILL  COMPLY   WITH  THE  FOREGOING RESTRICTIONS.


THE   HOLDER    OF   THIS   SECURITY    BY   ITS   ACCEPTANCE     HEREOF AGREES,  REPRESENTS   AND  WARRANTS   THAT  IT WILL  NOT  ENGAGE  IN HEDGING TRANSACTIONS    INVOLVING   THIS  SECURITY   UNLESS  SUCH  TRANSACTIONS    ARE IN COMPLIANCE   WITH THE SECURITIES  ACT.


THE  HOLDER  OF THIS  SECURITY  BY ITS ACCEPTANCE   HEREOF  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   ("BRISA"),   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  

	
			
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INVESTMENT   IN THE ENTITY  AND NO PERSON  INVESTING   "PLAN  ASSETS" OF  ANY   PLAN   MAY   ACQUIRE    OR  HOLD   THIS   SECURITY    OR   ANY   INTEREST THEREIN,    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   IS  NOT  PROHIBITED   BY  SECTION   406  OF  BRISA  OR  SECTION   4975  OF THE  CODE  WITH  RESPECT   TO  SUCH  PURCHASE   OR HOLDING.    ANY  PURCHASER OR HOLDER  OF THIS  SECURITY  OR ANY INTEREST  THEREIN  WILL  BE DEEMED  TO HA VE REPRESENTED   BY ITS PURCHASE  AND HOLDING  THEREOF  THAT  EITHER  (i) IT IS NOT  AN  EMPLOYEE   BENEFIT  PLAN  WITHIN  THE  MEANING   OF SECTION  3(3) OF BRISA,  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   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  COMP ANY  AND TRUSTEE   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  BLOCKS   HA YING   A  PRINCIPAL   AMOUNT   OF  NOT  LESS  THAN   $100,000   AND MULTIPLES  OF $1,000  IN EXCESS  THEREOF.   ANY  ATTEMPTED   TRANSFER   OF THIS SECURITY   IN  A  BLOCK  HA YING  A  PRINCIPAL   AMOUNT   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    FOR   ANY   PURPOSE,   INCLUDING,    BUT   NOT   LIMITED   TO,  THE RECEIPT     OF   DISTRIBUTIONS      ON   THIS    SECURITY,     AND    SUCH    PURPORTED TRANSFEREE   SHALL  BE  DEEMED  TO  HA VE  NO  INTEREST  WHATSOEVER IN THIS SECURITY.


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.      THIS    OBLIGATION     IS SUBORDINATED   TO THE  CLAIMS  OF DEPOSITORS   AND THE  CLAIMS  OF GENERAL AND  SECURED   CREDITORS   OF  THE  COMPANY,   IS  INELIGIBLE   AS  COLLATERAL FOR   A  LOAN   BY  THE   COMP ANY   OR  ANY   OF  ITS  SUBSIDIARIES    AND   IS  NOT SECURED.


SECTION  2.06.    Mutilated,  Destroyed.  Lost or Stolen Debt Securities.


In case  any Debt  Security  shall become  mutilated  or be destroyed,   lost or stolen, the  Company   shall  execute,   and  upon  its  written  request   the  Trustee   shall  authenticate   and deliver,  a new Debt  Security  bearing  a number  not contemporaneously   outstanding,   in exchange and  substitution   for the mutilated  Debt  Security,  or in lieu  of and  in substitution   for the Debt Security  so destroyed,  lost or stolen.  In every  case  the applicant  for a substituted  Debt  Security shall furnish  to the Company  and the Trustee  such security  or indemnity  as may be required  by them to save each of them harmless,  and, in every case of destruction,   loss or theft,  the applicant shall   also   furnish   to   the  Company   and  the  Trustee   

	
			
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evidence   to   their   satisfaction   of  the destruction,  loss or theft of such Debt  Security  and of the ownership  thereof.


The Trustee  may  authenticate   any such substituted  Debt  Security  and deliver  the same upon the written request  or authorization  of any officer of the Company.  Upon  the issuance of any substituted  Debt  Security,  the Company  may require  the payment  of a sum sufficient  to cover  any  tax  or  other  governmental   charge  that  may  be  imposed   in relation  thereto  and  any other expenses  connected  therewith.  In case  any Debt Security  which  has  matured  or is about to mature  or has been  called  for redemption  in full shall become  mutilated  or be destroyed,  lost or stolen,  the  Company  may,  instead  of  issuing  a substitute   Debt  Security,  pay  or  authorize  the payment  of the same (without  surrender  thereof  except  in the case of a mutilated  Debt  Security) if the applicant  for such payment  shall furnish  to the Company  and the Trustee  such  security  or indemnity  as may be required  by them to save each of them harmless  and, in case of destruction, loss or theft,  evidence  satisfactory  to the Company  and to the Trustee  of the destruction,  loss or theft of such Security  and of the ownership  thereof.


Every  substituted  Debt  Security  issued  pursuant  to the provisions   of this Section 2.06  by virtue  of the fact that any such Debt  Security  is destroyed,  lost or stolen  shall  constitute an additional  contractual  obligation  of the Company,  whether  or not the destroyed,  lost or stolen Debt Security  shall be found at any time, and shall be entitled  to all the benefits  of this Indenture equally  and proportionately   with  any  and  all other  Debt  Securities   duly  issued  hereunder.  All Debt Securities  shall be held  and owned  upon the express  condition  that,  to the extent  permitted by  applicable   law,  the  foregoing  provisions   are  exclusive   with  respect  to  the  replacement   or payment  of mutilated,  destroyed,   lost or stolen  Debt  Securities   and  shall  preclude  any  and  all other  rights  or remedies  notwithstanding   any law or statute  existing  or hereafter  enacted  to the contrary  with respect  to the replacement  or payment  of negotiable  instruments  or other securities without  their surrender.


SECTION  2.07.   Temporary  Debt Securities.


Pending  the preparation  of definitive  Debt  Securities,  the Company  may execute and the Trustee  shall authenticate  and make available  for delivery  temporary  Debt  Securities  that are typed, printed  or lithographed.  Temporary  Debt Securities  shall be issuable  in any authorized denomination,   and  substantially   in  the  form  of  the  definitive   Debt   Securities   but  with  such omissions,  insertions  and variations  as may  be appropriate  for temporary  Debt  Securities,  all as may be determined  by the Company.  Every  such  temporary  Debt  Security  shall  be executed  by the Company  and be authenticated   by the Trustee  upon the same conditions   and in substantially the  same   manner,   and   with   the   same   effect,   as  the   definitive    Debt   Securities.    Without unreasonable   delay,  the  Company  will execute  and deliver  to the Trustee  or the Authenticating Agent  definitive   Debt  Securities   and  thereupon   any  or  all  temporary   Debt  Securities   may  be surrendered  in exchange  therefor,  at the Principal  Office of the Trustee  or at any office  or agency maintained  by the Company  for such purpose  as provided  in Section  3.02,  and the Trustee  or the Authenticating   Agent  shall  authenticate   and  make  available   for delivery   in exchange   for such temporary  Debt  Securities  a like aggregate  principal  amount  of such  definitive  Debt  Securities. Such  exchange   shall  be  made  by  the  Company   at  its  own  expense   and  without   any  charge therefor   except   that  in  case  of  any  such  exchange   involving   a  registration    of  transfer   the Company  may  require  payment  of a sum  sufficient  to cover  any tax, fee or other  governmental charge   that  may  be  imposed   in  relation   thereto.   Until   so  exchanged,    the  temporary   Debt Securities  shall  in all respects  be entitled  to the same  benefits  under  this Indenture  as definitive Debt Securities  authenticated  and delivered  hereunder.


SECTION  2.08.   Payment  of Interest.



	
			
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During  the Fixed  Rate Period,  each Debt  Security  will bear  interest  at the Fixed Rate.  Thereafter  each Debt  Security  will bear  interest  at the then  applicable  Variable  Rate  from and including  each Interest  Payment  Date or, in the case of the first Interest  Payment  Period,  the original  date  of issuance  of  such  Debt  Security  to,  but  excluding,   the  next  succeeding   Interest Payment  Date  or, in the case  of the last Interest  Payment  Period,  the Redemption   Date,  Special Redemption   Date  or  Maturity   Date,  as  applicable,   on  the  principal   thereof,   on  any  overdue principal  and (to the extent that payment  of such interest  is enforceable  under  applicable  law) on Deferred   Interest   and  on  any  overdue   installment   of  interest   (including   Defaulted   Interest), payable  (subject  to the provisions  of Article  XII) on each Interest  Payment  Date commencing  on March  15, 2006.  Interest  and any Deferred  Interest  on any Debt  Security  that  is payable,  and is punctually  paid  or duly  provided   for by the  Company,  on  any  Interest  Payment  Date  shall  be paid to the Person  in whose  name  said Debt  Security  (or one or more  Predecessor   Securities)  is registered  at the close of business  on the regular  record  date for such interest  installment,  except that interest  and any Deferred  Interest payable  on the Maturity  Date shall be paid to the Person  to whom  principal  is paid.  In  case (i) the Maturity  Date of any Debt  Security  or (ii) the event that any  Debt   Security   or  portion   thereof   is  called   for  redemption   and  the  redemption   date  is subsequent  to a regular  record  date  with respect  to any Interest  Payment  Date  and  either  on or prior   to   such   Interest   Payment   Date,   interest   on  such   Debt   Security   will   be  paid   upon presentation  and surrender  of such Debt Security.


Any  interest  on any Debt  Security,  other  than  Deferred  Interest,  that  is payable, but is not punctually  paid  or duly provided  for by the Company,   on any  Interest  Payment  Date (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 shall  be paid  by  the  Company  to  the Persons  in whose  names  such  Debt  Securities   (or  their respective  Predecessor   Securities)  are registered  at the close of business  on a special  record  date for the payment  of such  Defaulted  Interest,  which  shall  be fixed  in the  following  manner:  the Company  shall  notify the Trustee  in writing  of the amount  of Defaulted  Interest  proposed  to be paid on each such Debt  Security  and the date of the proposed  payment,  and at the same time the Company  shall  deposit  with  the  Trustee  an  amount  of  money  equal   to  the  aggregate  amount proposed  to be paid  in respect  of such Defaulted  Interest  or shall make  arrangements   reasonably satisfactory   to  the  Trustee   for  such  deposit  prior  to  the  date  of  the  proposed   payment,   such money when deposited  to be held in trust for the benefit of the Persons  entitled  to such Defaulted Interest  as in this clause  provided.   Thereupon  the Trustee  shall  fix  a special  record  date  for the payment  of such  Defaulted  Interest  which  shall  not be more  than  fifteen  nor  less than  ten days prior  to the  date  of  the  proposed  payment  and  not  less  than  ten  days  after  the  receipt  by  the Trustee  of the notice  of the proposed  payment.  The Trustee  shall  promptly  notify  the Company of such  special  record  date  and,  in the  name  and  at the  expense  of the  Company,   shall  cause notice of the proposed  payment  of such Defaulted  Interest  and the special  record  date therefor  to be mailed,  first class postage  prepaid,  to each Securityholder  at his or her address  as it appears in the Debt  Security  Register,  not less than ten days prior to such special  record  date. Notice  of the proposed  payment  of such  Defaulted   Interest  and  the special  record  date  therefor  having  been mailed  as aforesaid,  such  Defaulted  Interest  shall  be paid  to the Persons  in whose  names  such Debt  Securities  (or their respective  Predecessor  Securities)  are registered  on such  special record date  and  thereafter   the  Company   shall  have  no  further  payment   obligation   in  respect  of  the Defaulted  Interest.


Any  interest  scheduled  to become  payable  on an Interest  Payment  Date occurring during  an Extension  Period  shall  not  be Defaulted  Interest  and  shall  be payable  on  such  other date as may be specified  in the terms of such Debt Securities.


The term  "regular  record  date"  as used in this Indenture shall mean the fifteenth day prior to the applicable Interest Payment Date whether or not such date is a Business Day.

	
			
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Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Debt Security.


SECTION 2.09.  Cancellation of Debt Securities Paid. etc.


All  Debt  Securities  surrendered  for  the  purpose  of  payment,  redemption, exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be  promptly   canceled   by  it,  and  no  Debt  Securities   shall  be  issued  in  lieu  thereof  except  as expressly  permitted  by any of the provisions   of this  Indenture.  The Trustee   shall  dispose  of all canceled   Debt   Securities   in  accordance   with   its  customary   practices,   unless   the  Company otherwise  directs  the  Trustee  in  writing,  in which  case  the  Trustee  shall  dispose  of such  Debt Securities  as directed  by the Company.  If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation.


SECTION 2.10.  Computation of Interest.


(a)       From December 27, 2005 until March 15,  2011  (the ''Fixed Rate Period"), the interest shall be computed on the basis of a 360-day year of twelve 30-day months and the amount payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.  Upon expiration of the Fixed Rate Period, the amount of interest payable for any Interest Payment Period will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period; provided, however, that upon the occurrence of a Special Event Redemption pursuant to Section 10.02 the amounts payable pursuant to this Indenture shall be calculated as set forth in the definition of Special Redemption Price.


(b)       Upon  expiration  of  the  Fixed  Rate  Period,  LIBOR,  for  any  Interest Payment Period, shall be determined by the Calculation Agent in accordance with the following provisions:


(1)        On the second LIBOR Business Day (provided, that on such day commercial banks are open for business (including dealings in foreign currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to March 15, June 15, September 15 and December 15 (or, with respect to the first Interest Payment Period upon expiration of the Fixed Rate Period, on March 15, 2011) (each such day, a "LIBOR Determination Date" for the following Interest Payment Period), the Calculation Agent shall obtain the rate for three-month U.S. Dollar deposits in Europe, which appears on Telerate Page 3750 (as defined in the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange Definitions) or such other page as may replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such other service or services as may be nominated by the British Banker's Association as the information vendor for the purpose of displaying London Interbank offered rates for U.S.  dollar deposits), as of 11:00  a.m. (London time) on such LIBOR Determination Date, and the rate so obtained shall be LIBOR for such Interest Payment Period.  "LIBOR Business Day" means  any day that  is not  a Saturday, Sunday or other  day  on which commercial banking institutions in The City of New York or Wilmington, Delaware are authorized or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a corrected 

	
			
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rate before 12:00 noon (London time) on the same LIBOR Determination Date, the corrected rate as so substituted will be LIBOR for that Interest Payment Period.


(2)        If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 or such other page as may replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such other service or services as may be nominated by the British Banker's  Association as the information vendor for the purpose of displaying London Interbank offered rates for U.S.  dollar deposits), the Calculation Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London Interbank market for three-month U.S. Dollar deposits in Europe (in an amount determined by the Calculation Agent) by reference to requests for quotations  as  of  approximately  11 :00   a.m.   (London  time)  on  the  LIBOR Determination Date made by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal the arithmetic mean of such quotations. If, on any LIBOR Determination Date,  only  one or none of the Reference Banks provide such a quotation, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in the City of New York (as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Date for three-month U.S. Dollar deposits in Europe at approximately 11 :00 a.m. (London time) (in  an  amount determined by  the  Calculation  Agent).  As  used herein, "Reference Banks" means  four major  banks  in the  London  Interbank market selected by the Calculation Agent.


(3)       If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR for the applicable Interest Payment Period shall be LIBOR in effect for the immediately preceding Interest Payment Period.


(c)       All percentages resulting from any calculations on the Debt Securities will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g.,  9.876545%  (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).


(d)       On each LIBOR Determination Date, the Calculation Agent shall notify, in writing, the Company and the Paying Agent of the applicable Variable Rate in effect for the related Interest Payment Period. The Calculation Agent shall, upon the request of the holder of any Debt Securities,  provide the Variable Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company and the Holders of the Debt Securities. The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Company as to the Variable Rate. The Company shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue discount and interest on the Debt Securities that is included in any payment and reportable for taxable income calculation purposes.


SECTION  2.11.   Extension  of Interest Payment  Period.


As long as it is acting  in good faith, and so long as no Event  of Default  pursuant to paragraphs   (c),  (e) or (f) of Section  5.01   of the Indenture  has  occurred  and  is continuing  the Company  shall  have  the  right,  from  time  to time  and  without  causing  an Event  of Default,   to defer payments  of interest  on the Debt  Securities  by extending  the interest  distribution  period  on the Debt  Securities  at any time and from time to time during  the term of the Debt  Securities,  for up to twenty  consecutive   quarterly  periods  (each  such  extended  interest  distribution   period,  an "Extension  Period"),  during  which 

	
			
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Extension  Period  no interest  shall be due and payable  (except any Additional  Interest  that  may  be due  and payable).   No Extension   Period  may  end on a date other  than  an Interest  Payment  Date  or extend  beyond  the Maturity  Date,  any Redemption   Date (to  the  extent  redeemed)   or  any  Special  Redemption   Date,  as  the  case  may  be.   During   any Extension   Period,  interest  will  continue  to accrue  on the Debt  Securities,   and  interest  on such accrued   interest   (such  accrued   interest   and  interest   thereon   referred   to  herein   as  "Deferred Interest")   will   accrue   at  an  annual   rate   equal   to  the  Interest   Rate   applicable   during   such Extension  Period,  compounded   quarterly  from the date such  Deferred  Interest  would  have  been payable  were  it not  for  the  Extension   Period,  to  the  extent  permitted   by  law.  No  interest  or Deferred  Interest  shall be due and payable  during  an Extension  Period,  except  at the end thereof. At  the  end  of  any  such  Extension   Period  the  Company   shall  pay  all  Deferred   Interest   then accrued  and  unpaid  on the  Debt  Securities;   provided,  however,   that  no  Extension   Period  may extend beyond  the Maturity  Date;  and provided  further,  however,  that during  any such Extension Period,   the  Company   shall  be  subject   to  the  restrictions    set  forth   in  Section   3.08   of  this Indenture.   Prior  to the  termination   of any  Extension   Period,  the  Company  may  further  extend such period,  provided,  that  such period  together  with  all such previous  and  further  consecutive extensions  thereof  shall  not  exceed  twenty  consecutive   quarterly  periods,   or extend  beyond  the Maturity   Date.  Upon  the  termination   of  any  Extension   Period   and  upon  the  payment   of  all Deferred  Interest,  the Company  may commence  a new Extension  Period,  subject  to the foregoing requirements.   The Company  must  give the Trustee  notice  of its election  to begin  such Extension Period  ("Notice")  no later than the regular  record  date applicable  to the next  succeeding  Interest Payment  date.  The Trustee  shall give notice of the Company's  election  to begin  a new Extension Period to the Securityholders   promptly  after receipt  of notice  from the Company  of its election  to begin or extend  an Extension  Period.


SECTION  2.12.    CUSIP Numbers.


The Company  in issuing  the Debt  Securities  may  use a "CUSIP"  number  (if then generally  in use), and, if so, the Trustee  shall use a "CUSIP"  number  in notices  of redemption  as a convenience  to Securityholders;   provided,  that any such notice  may state that no representation is  made  as  to  the  correctness   of  such  number  either  as  printed   on  the  Debt  Securities   or  as contained   in  any  notice  of  a  redemption   and  that  reliance   may  be  placed   only  on  the  other identification   numbers  printed  on  the  Debt  Securities,   and  any  such  redemption   shall  not  be affected  by  any defect  in or omission  of such numbers.   The Company  will promptly  notify  the Trustee  in writing  of any change  in the CUSIP  number.


SECTION  2.13.    Income Tax Certification.


As  a  condition   to  the  payment   of  any  principal   of  or  interest   on  the  Debt Securities   without   the  imposition   of  withholding   tax,  the  Trustee   shall  require  the  previous delivery   of  properly   completed   and  signed  applicable   U.S.  federal   income   tax  certifications (generally,  an Internal  Revenue  Service Form  W-9 (or applicable  successor  form) in the case of a person  that is a "United  States  person"  within  the meaning  of Section  7701  (a){30) of the Code (under   and  as  defined   in  the  Declaration)   or  an  Internal   Revenue   Service   Form   W-8   (or applicable  successor  form)  in the case of a person  that is not a "United  States person"  within  the meaning  of Section  7701 (a)(30) of the Code, and any other certification  acceptable  to it to enable the Trustee  or any Paying  Agent  to determine  their respective  duties  and  liabilities  with respect to any taxes  or other  charges  that they may be required  to pay, deduct  or withhold  in respect  of such Debt Securities.




ARTICLE  III
PARTICULAR   COVENANTS  OF THE COMP ANY

	
			
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SECTION  3.01.  Payment  of Principal,  Premium  and  Interest;  Agreed  Treatment  of the
Debt Securities.


(a)        The Company  covenants  and agrees that it will duly and punctually pay or cause to be paid all payments due on the Debt Securities at the place, at the respective times and in the manner provided in this Indenture and the Debt Securities. At the option of the Company, each installment of interest on the Debt Securities may be paid (i) by mailing checks for such interest payable to the order of the holders of Debt Securities entitled thereto as they appear on the Debt Security Register or (ii) by wire transfer to any account with a banking institution located in the United States designated by such holders to the Paying Agent no later than the related record date. Notwithstanding anything to the contrary contained in this Indenture or any Debt Security, if the Trust or the Trustee of the Trust is the holder of any Debt Security, then all payments in respect of such Debt Security shall be made by the  Company in immediately available funds when due.


(b)        The  Company will treat the  Debt Securities as  indebtedness, and  the interest payable in respect of such Debt Securities as interest, for all U.S. federal income tax purposes. As a condition to the payment of any principal of or interest on any Debt Security without the imposition of withholding tax, the Company shall require the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a Person that is a U.S. Person or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a Person that is not a U.S. Person and any other certification acceptable to it to enable the Company and the Trustee to determine their respective duties and liabilities with respect to any taxes or other charges that they may be required to pay or withhold in respect of such Debt Security or the holder of such Debt Security under any present or future law or regulation of the United States or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation.


(c)        As  of  the  date  of this  Indenture,   the  Company   represents   that  it has  no intention  to  exercise   its  right  under  Section  2.11  to  defer  payments   of  interest   on  the  Debt Securities  by commencing  an Extension  Period.


SECTION  3.02.   Offices  for Notices  and Payments,  etc.


So  long  as  any  of  the  Debt  Securities   remain   outstanding,   the  Company   will maintain  in New York, New York or Plano,  Texas an office or agency  where  the Debt  Securities may be presented  for payment,  an office  or agency  where  the Debt  Securities  may be presented for registration  of transfer  and for exchange  as provided  in this Indenture  and an office  or agency where notices  and demands  to or upon  the Company  in respect  of the Debt  Securities  or of this Indenture  may  be served.  The  Company  hereby  appoints  the Trustee  at JPMorgan  Chase  Bank, National  Association,   WSS  Window,  4 New  York Plaza,  Ground  Floor,  New  York,  New  York 10004, attention:  Worldwide  Securities  Services  (Houston)  -  Central  Bancorp  Statutory  Trust I as such office or agency.   In case the Company  shall fail to maintain  any such office  or agency in New  York,  New  York  or shall  fail  to give  such  notice  of the location  or of any  change  in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee.


In addition to any such office or agency, the Company may from time to time designate one or more other offices or agencies where the Debt Securities may be presented for registration of transfer and  for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designation, as the Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to 

	
			
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maintain any such office or agency in New York, New York for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof.


SECTION 3.03.   Appointments to Fill Vacancies in Trustee's Office.


The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.09, a Trustee, so that there shall at all times be a Trustee hereunder.


SECTION 3.04.   Provision as to Paying Agent.


(a)       If the Company shall appoint a Paying Agent other than the Trustee, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04:


(1)       that it will hold all sums held by it as such agent for the payment of all payments due on the Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities) in trust for the benefit of the holders of the Debt Securities;


(2)       that it will give the Trustee prompt written notice of any failure by the  Company (or by  any other obligor on  the Debt  Securities) to make  any payment on the Debt Securities when the same shall be due and payable; and
(3)        that  it will,  at  any  time  during  the  continuance   of  any  Event  of Default,  upon the written  request  of the Trustee,   forthwith  pay  to the Trustee  all sums so held in trust by such Paying Agent.


(b)        If the Company shaJl act as its own Paying Agent, it will,  on or before each due date of the payments due on the Debt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities a sum sufficient to pay such payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debt Securities) to make any payment on the Debt Securities when the same shall become due and payable.


Whenever the Company shall have one or more Paying Agents for the Debt Securities, it will, on or prior to each due date of the payments on the Debt Securities, deposit with a Paying Agent a sum sufficient to pay all payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is  the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act.


(c)       Anything  in  this  Section  3.04  to  the  contrary  notwithstanding,  the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debt Securities, or for any other reason, pay, or direct any Paying Agent to pay to the Trustee all sums held in trust by the Company or any such Paying Agent, such sums to be held by the Trustee upon the same terms and conditions herein contained.


(d)       Anything  in  this  Section  3.04  to  the  contrary  notwithstanding,  the agreement to hold sums in trust as provided in this Section 3.04  is subjectto Sections 12.03  and
12.04.


(e)       The Company hereby initially appoints the Trustee to act as Paying Agent
(the "Paying Agent").



	
			
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SECTION 3.05.   Certificate to Trustee.


The Company will deliver to the Trustee on or before 120 days after the end of each fiscal year, so long as Debt Securities are outstanding hereunder, a Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance of any covenants of the Company contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof.


SECTION 3.06.   Additional Interest.


If and for so long as the Trust is the holder of all Debt Securities and is subject to or otherwise required to pay, or is required to withhold from distributions to holders of Trust Securities, any  additional taxes  (including withholding taxes), duties,  assessments or other governmental charges as a result of a Tax Event, the Company will pay such additional amounts (the "Additional Interest") on the Debt Securities as shall be required so that the net amounts received and retained by the Trust for distribution to holders of Trust Securities after paying all taxes  (including  withholding   taxes),  duties,  assessments   or other  governmental   charges  will  be equal  to the amounts  the  Trust  would  have  received  and retained  for distribution   to holders  of Trust  Securities  after paying  alJ taxes  (including  withholding  taxes on distributions   to holders  of Trust  Securities),  duties,  assessments  or other  governmental  charges  if no such  additional  taxes, duties,   assessments    or   other   governmental    charges   had  been   imposed.   Whenever    in   this Indenture  or the Debt  Securities  there is a reference  in any context  to the payment  of principal  of or premium,  if any, or interest  on the Debt  Securities,  such mention  shall  be deemed  to include mention  of payments  of the Additional  Interest  provided  for in this paragraph  to the extent  that, in such context,  Additional  Interest  is, was or would be payable  in respect  thereof  pursuant  to the provisions   of  this  paragraph   and  express   mention   of  the  payment   of  Additional   Interest   (if applicable)   in any provisions   hereof  shall  not  be construed  as excluding  Additional   Interest  in those provisions  hereof where such express mention is not made; provided,  however, that, notwithstanding   anything  to the contrary  contained  in this  Indenture  or any Debt  Security,  the deferral  of the payment  of interest  during an Extension  Period  pursuant  to Section  2.11   shall not defer the payment  of any Additional  Interest that may be due and payable.


SECTION  3.07.   Compliance  with Consolidation  Provisions.


The  Company   will  not,  while  any  of  the  Debt  Securities   remain   outstanding, consolidate  with, or merge  into any other Person,  or merge  into itself, or sell, convey,  transfer  or otherwise  dispose  of all or substantially   all of its property  or capital  stock  to any other  Person unless the provisions  of Article XI hereof  are complied  with.


SECTION  3.08.   Limitation  on Dividends.


If Debt Securities are initially issued to the Trust or a trustee of such Trust in connection with  the  issuance of Trust  Securities by  the  Trust (regardless of whether Debt Securities continue to be held by such Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending the interest distribution period as provided herein and such period,  or any extension thereof, shall have commenced and be continuing, then the Company may not (A) declare or pay any dividends or distributions on,  or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (B) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem 

	
			
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any debt securities of the Company that rank pari passu  in all respects with or junior  in interest to the Debt Securities or (C) make any payment under any guarantees of the Company that rank pari passu in all respects with or junior in interest to the Capital Securities Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in connection with any employment contract,  benefit plan or  other similar arrangement with  or for  the benefit of one or more employees, officers, directors or consultants, (II)  in connection with a dividend reinvestment or stockholder stock purchase plan or (III)  in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any exchange, reclassification, combination or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's  capital  stock or of any class or series of the Company's   indebtedness  for any  class  or  series  of  the  Company's   capital  stock,  (c)  the  purchase   of  fractional   interests  in shares of the Company's  capital  stock pursuant  to the conversion  or exchange  provisions  of such capital  stock  or the security  being  converted  or exchanged,  (d) any declaration   of a dividend  in connection  with  any stockholder's   rights  plan,  or the issuance  of rights,  stock  or other  property under any stockholder'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).


SECTION 3.09.   Covenants as to the Trust.


For  so long  as such Trust Securities remain outstanding, the  Company shall maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the  Company under this Indenture that is a  U.S.  Person  may succeed to  the Company's ownership of such Common Securities. The Company, as owner of the Common Securities, shall use commercially reasonable efforts to cause the Trust (a) to remain a statutory trust, except in connection with a distribution of Debt Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes and (c) to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debt Securities.


ARTICLE IV
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 


SECTION 4.01.   Securitvholders' Lists.


The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:
(a)       on each regular record date for an Interest Payment Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Securityholders of the Debt Securities as of such record date; and


(b)       at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, except that no such lists need be furnished under this Section 4.01 so long as the Trustee is in possession thereof by reason of its acting as Debt Security registrar.


SECTION 4.02.   Preservation and Disclosure of Lists.



	
			
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(a)       The  Trustee  shall  preserve,  in  as  current  a  form  as  is  reasonably practicable, all information as to the names and addresses of the holders of Debt Securities (1) contained in the most recent list furnished to it as provided in Section 4.01 or (2) received by it inthe capacity  of Debt  Securities  registrar  (if so acting)  hereunder.  The  Trustee  may  destroy  any list furnished  to it as provided  in Section 4.01 upon receipt  of a new list  so furnished.


(b)        In case three or more holders  of Debt  Securities  (hereinafter  referred  to as "applicants")  apply  in writing  to the Trustee  and furnish to the Trustee  reasonable  proof that each such applicant  has owned  a Debt  Security  for a period  of at least six months  preceding  the date of such  application,   and such  application   states  that  the applicants   desire  to communicate   with other  holders  of Debt  Securities  with  respect  to their  rights  under  this  Indenture  or under  such Debt  Securities   and  is accompanied   by a copy  of  the  form  of  proxy  or  other  communication which such applicants  propose  to transmit,   then the Trustee  shall within  five Business  Days after the receipt of such application,   at the election  of the Company,  either:


(1)        afford  such  applicants  access  to  the  information   preserved  at  the time  by  the  Trustee  in  accordance  with  the provisions   of  subsection   (a)  of this Section  4.02,  or


(2)        inform  such applicants  as to the approximate  number  of holders  of Debt  Securities  whose  names  and addresses  appear  in the  information  preserved at the time by the Trustee  in accordance  with the provisions   of subsection   (a) of this   Section    4.02,     and   as   to   the   approximate    cost   of   mailing    to   such Securityholders   the  form  of proxy  or  other  communication,    if any,  specified   in such application.


If   the  Company  shall  elect  not  to  afford  such  applicants  access  to  such information, the  Trustee  shall,  upon  the  written  request  of  such  applicants,  mail  to  each Securityholder of Debt Securities whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is  specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants, and file with the Securities and Exchange Commission, if permitted or required by applicable law, together with a copy of the material to be mailed, a written statement of the Company to the effect that such mailing would be contrary to the best interests of the holders of all Debt Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If said Commission, as permitted or required by applicable law, after opportunity for a hearing upon the objections specified  in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, said Commission shall  find, after notice  and opportunity for hearing,  that  all the  objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.


(c)       Each and every holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Paying Agent shall be held accountable by reason of the disclosure of any such informationas to the names  and addresses  of the holders  of Debt Securities  in accordance  with the provisions of subsection  (b) of this Section 4.02, regardless  of the source from which  such information  was derived,  and  that  the Trustee  shall  not be held  accountable   by reason  of mailing  any material pursuant  to a request made under said subsection  (b).



	
			
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ARTICLEV
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT


SECTION  5.01.   Events  of Default.


The following  events shall be "Events of Default"  with respect  to Debt  Securities: (a)    the Company   defaults   in  the  payment   of  any  interest   upon  any  Debt Security  when  it becomes  due  and  payable  (unless  the  Company   has  elected  and  may  defer interest  payments  pursuant  to Section  2.11   ),  and continuance  of such default  for a period  of 30 days;  for the avoidance  of doubt,  an extension  of any interest  distribution  period  by the Company in accordance  with Section  2.11   of this Indenture  shall not constitute  a default  under  this clause 5.0l(a);    or


(b)        the Company  defaults  in the payment  of all or any part of the principal  of (or premium,  if any, on) any Debt Securities  as and when the same shall become  due and payable either  at maturity,   upon  redemption,  by declaration   of acceleration   pursuant  to Section  5.01   of this Indenture  or otherwise;   or


(c)        the  Company   defaults   in  the  payment   of  any  interest   upon  any  Debt Security when it becomes  due and payable  following  the nonpayment  of any such interest  for 20 or more consecutive  quarterly  periods;  or


(d)        the  Company   defaults   in  the  performance   of,  or  breaches,   any  of  its covenants   or  agreements   in  Sections  3.06,   3.07,   3.08  or  3.09   of  this  Indenture   (other  than  a covenant  or  agreement   a default  in  whose  performance   or  whose  breach  is  elsewhere   in  this Section specifically  dealt with),  and continuance  of such default  or breach  for a period  of 90 days after there has been  given,  by registered  or certified  mail,  to the Company  by the Trustee  or to the Company  and the Trustee  by the holders   of not less than 25% in aggregate  principal  amount of  the  outstanding   Debt   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)        a court having jurisdiction   in the premises  shaU  enter a decree or order for relief   in  respect  of  the  Company   in  an  involuntary   case  under   any  applicable   bankruptcy, insolvency  or  other  similar  law  now  or hereafter   in effect,  or  appoints   a receiver,   liquidator, assignee,   custodian,   trustee,   sequestrator   (or  similar   official)   of  the  Company   or  for  any substantial  part  of  its property,   or orders  the winding-up   or  liquidation   of its  affairs  and such decree or order shall remain unstayed  and in effect for a period  of 90 consecutive  days;  or


(f)        the  Company   shall   commence   a  voluntary   case   under   any  applicable bankruptcy,   insolvency  or other similar  law  now or hereafter  in effect,  shall  consent  to the entry of  an  order  for  relief   in  an  involuntary   case  under   any  such  law,   or  shall   consent   to  the appointment    of  or  taking   possession    by  a  receiver,   liquidator,    assignee,   trustee,   custodian, sequestrator   (or other  similar  official)  of the Company  or of any  substantial  part  of its property, or shall make any general  assignment  for the benefit  of creditors,  or shall  fail generally  to pay its debts as they become  due; or


(g)        the  Trust   shall  have  voluntarily   or  involuntarily    liquidated,    dissolved, wound-up   its business   or  otherwise   terminated   its  existence   except  in  connection   with  (1) the distribution   of  the  Debt  Securities   to  holders   of  the  Trust   Securities   in  liquidation   of  their interests  in the Trust,  (2) the redemption   of all of the outstanding   Trust  Securities  or (3) certain mergers,  consolidations   or amalgamations,   each as permitted  by the Declaration.



	
			
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If an Event of Default specified under clause (c) of this Section 5.01  occurs and is continuing with respect to the Debt Securities, then, and in each and every such case, unless the principal of the Debt Securities shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of the Debt Securities and any premium and interest accrued, but unpaid, thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.   If an Event of Default specified under clause (e) or (f) of this Section 5.01 occurs, then, in each and every such case, the entire principal amount of the Debt Securities and any premium and interest accrued, but unpaid, thereon shall ipso facto  become immediately due and payable without  further action. Notwithstanding anything to the contrary in this Section 5.01, if at any time during the period in which this Indenture remains in force and effect, the Company ceases or elects to cease to be subject to  the  supervision  and  regulations  of  the  Federal  Reserve,  OTS,  OCC  or  similar regulatory authority overseeing bank, thrift, savings and loan or financial holding companies or similar institutions requiring specifications for the treatment of capital similar in nature to the capital  adequacy  guidelines under  the  Federal Reserve  rules  and  regulations,  then  the  first sentence of this paragraph shall be deemed to include clauses (a), (b) and (d) under this Section 5.01  as an Event of Default resulting in an acceleration of payment of the Debt Securities to the same extent as provided herein for clause (c).


With respect to clause (d) of this Section 5.01,  the Company agrees that in the event of a breach by the Company of its covenants or agreements mentioned therein, any remedy at law or in damages may prove inadequate and therefore the Company agrees that the Trustee shall be entitled to injunctive relief against the Company in the event of any breach or threatened breach by the Company, in addition to any other relief (including damages)  available to the Trustee under this Indenture or under law.


The foregoing provisions, however, are subject to the condition that if, at any time after the principal of the Debt Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided,  (i) the Company shall pay or shall deposit with  the Trustee a sum sufficient  to  pay  all  matured  installments  of  interest upon  all  the  Debt  Securities  and  all payments on the Debt Securities which shall have become due otherwise than by acceleration (with interest upon all such payments and Deferred Interest, to the extent permitted by law) and such  amount  as  shall  be  sufficient  to cover  reasonable  compensation   to the  Trustee  and  each predecessor  Trustee,  their respective  agents,  attorneys  and counsel,  and all other  amounts  due to the Trustee  pursuant  to Section  6.06,   if any,  and (ii) all Events  of Default  under  this  Indenture, other than the non-payment  of the payments  on Debt  Securities  which  shall have become  due by acceleration,   shall  have  been  cured,  waived  or  otherwise  remedied   as provided  herein,  and  in each  and every  such  case  the  holders  of a majority  in aggregate  principal   amount  of the Debt Securities  then outstanding,  by written  notice  to the Company  and to the Trustee,  may waive  all defaults  and  rescind  and  annul  such  declaration   and  its consequences,   but  no  such  waiver  or rescission  and  annulment  shall  extend  to or shall  affect  any  subsequent  default  or shall  impair any right consequent  thereon;  provided,  however,  that if the Debt  Securities  are held by the Trust or a trustee  of the Trust, such waiver  or rescission  and annulment  shall  not be effective  until the holders  of a majority  in aggregate  liquidation  amount  of the outstanding  Capital  Securities  of the Trust shall have consented  to such waiver or rescission  and annulment.


In case the Trustee  shall have proceeded  to enforce  any right  under this Indenture and such proceedings   shall  have  been  discontinued   or abandoned  because  of such rescission  or annulment  or for any other  reason  or shall have  been  determined  adversely   to the Trustee,  then and in every such case the Company,  the Trustee  and the holders  of the Debt  Securities  shall be restored  respectively   to their  several positions  and rights  hereunder,  and all rights,  remedies  and powers  of the  Company,  the Trustee  and  the  holders  of the  Debt  Securities   shall  continue  as though no such proceeding  had been taken.

	
			
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SECTION  5.02.   Payment  of Debt Securities  on Default;  Suit Therefor.


The Company  covenants  that upon the occurrence  of an Event  of Default pursuant to clause  5.0l(a),   5.0l{b)  or 5.0l(c),   and upon  demand  of the Trustee,  the Company  will pay to the Trustee,  for the benefit of the holders  of the Debt Securities,  the whole  amount that then shall have become  due and payable  on all Debt  Securities  including  Deferred  Interest  accrued  on the Debt  Securities;  and,  in addition  thereto,  such further  amount  as shall be sufficient  to cover the costs and expenses  of collection,  including  a reasonable  compensation   to the Trustee,  its agents, attorneys  and counsel,  and any other amounts  due to the Trustee  under  Section  6.06. In case the Company  shall  fail  forthwith  to pay  such  amounts  upon  such  demand,   the Trustee,  in its own name and as trustee  of an express  trust, shall be entitled  and empowered  to institute  any actions or proceedings   at  law or in equity  for the collection  of the  sums  so due  and  unpaid,  and may prosecute  any such action  or proceeding  to judgment   or final decree,  and may  enforce  any such judgment  or final decree  against  the Company  or any other  obligor  on such Debt  Securities  and collect  in the manner  provided  by law out of the property  of the Company  or any other  obligor on such Debt Securities  wherever  situated the moneys  adjudged  or decreed  to be payable.


In  case   there   shall   be  pending   proceedings    for   the   bankruptcy    or  for   the reorganization   of the  Company  or any  other  obligor  on  the Debt  Securities   under  Bankruptcy Law,  or in case  a receiver  or trustee  shall have been appointed  for the property  of the Company or  such  other  obligor,  or  in the  case  of  any  other  similar  judicial   proceedings   relative  to the Company   or  other  obligor   upon  the  Debt  Securities,   or  to  the  creditors   or  property   of  the Company  or such  other  obligor,  the Trustee,   irrespective   of whether   the principal  of the Debt Securities  shall then be due and payable  as therein  expressed  or by declaration  of acceleration  or otherwise  and irrespective   of whether  the Trustee  shall  have  made  any demand  pursuant  to the provisions   of  this  Section   5.02,   shall  be  entitled   and  empowered,    by  intervention    in  such proceedings   or otherwise,  to file and prove  a claim  or claims  for the whole  amount  of principal and  interest   owing  and  unpaid   in respect  of  the  Debt  Securities   and,  in  case  of  any judicial proceedings,   to file such proofs  of claim  and other papers  or documents   as may  be necessary  or advisable   in  order   to  have   the  claims   of  the  Trustee   (including   any   claim   for  reasonable compensation   to the Trustee  and each predecessor   Trustee,  and their  respective  agents,  attorneys and counsel,  and for reimbursement   of all other  amounts  due to the Trustee  under  Section  6.06) and of the Securityholders   allowed  in such judicial   proceedings   relative  to the Company  or any other obligor  on the Debt  Securities,  or to the creditors  or property  of the Company  or such other obligor,  unless  prohibited  by applicable   law and regulations,   to vote  on behalf  of the holders  of the   Debt   Securities    in   any   election    of   a   trustee   or   a   standby    trustee    in   arrangement, reorganization,   liquidation   or other  bankruptcy  or insolvency  proceedings   or Person  performing similar  functions   in comparable   proceedings,   and  to  collect  and  receive   any  moneys   or  other property  payable  or deliverable  on any such claims,  and to distribute  the same after the deduction of its charges  and expenses;  and any receiver,  assignee  or trustee  in bankruptcy   or reorganization is hereby  authorized  by each  of the Securityholders   to make  such payments   to the Trustee,  and, in·  the  event  that  the  Trustee   shall  consent   to  the  making   of  such  payments   directly   to  the Securityholders,   to pay  to the  Trustee  such  amounts  as  shall  be  sufficient   to cover  reasonable compensation   to the Trustee,  each predecessor   Trustee  and their  respective   agents,  attorneys  and counsel,  and all other  amounts  due to the Trustee  under Section  6.06.


Nothing  herein  contained  shall  be construed  to authorize  the Trustee  to authorize or  consent  to  or  accept  or  adopt  on  behalf  of  any  Securityholder    any  plan  of  reorganization, arrangement,   adjustment  or composition   affecting  the Debt  Securities  or the rights  of any holder thereof  or to authorize  the Trustee  to vote  in respect  of the claim  of any  Securityholder   in any such proceeding.



	
			
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All rights  of action  and of asserting  claims  under  this  Indenture,   or under  any of the Debt  Securities,  may  be enforced  by the Trustee  without  the possession   of any of the Debt Securities,   or  the  production   thereof  at  any  trial  or  other  proceeding   relative   thereto,  and  any such suit or proceeding  instituted  by the Trustee  shall be brought  in its own name  as trustee  of an express  trust,  and any recovery  of judgment   shall  be for the ratable  benefit  of the holders  of the Debt Securities.


In  any proceedings   brought  by the  Trustee  (and  also  any  proceedings   involving the  interpretation   of  any provision   of this  Indenture   to which  the Trustee   shall  be a party)  the Trustee   shall  be  held  to  represent   all  the  holders   of  the  Debt  Securities,   and  it  shall  not  be necessary  to make any holders  of the Debt  Securities  parties  to any such proceedings.


SECTION  5.03.   Application  of Moneys  Collected  by Trustee.


Any  moneys  collected  by the Trustee  shall  be  applied  in the  following   order,  at the date or dates  fixed  by the Trustee  for the distribution   of such  moneys,  upon  presentation   of the  several  Debt   Securities   in  respect   of  which  moneys   have  been  collected,   and  stamping thereon  the payment,  if only partially  paid, and upon surrender  thereof  if fully paid:


First:  To the payment  of costs  and expenses  incurred  by, and  reasonable   fees of, the Trustee,  its agents,  attorneys  and counsel,  and of all other  amounts  due to the Trustee  under Section 6.06;


Second:  To the payment  of all Senior  Indebtedness   of the Company  if and to the extent required by Article XV;


Third: To the payment of the amounts then due and unpaid upon Debt Securities, in respect of which or for the benefit of which money has been collected,  ratably, without preference or priority of any kind, according to the amounts due on such Debt Securities;  and
Fourth: The balance, if any, to the Company. 
SECTION 5.04.   Proceedings by Securityholders.


No holder of any Debt Security shalJ have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debt Securities and unless the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding shall  have  given  the  Trustee a  written request  to  institute  such  action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, that no holder of Debt Securities shall have any right to prejudice the rights of any other holder of Debt Securities, obtain priority or preference over any other such holder or enforce any right under this Indenture except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debt Securities.


Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debt Security to receive payment of the principal of, premium, if any, and interest on such Debt Security when due, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

	
			
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SECTION 5.05.   Proceedings by Trustee.


In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect  and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.
SECTION  5.06.   Remedies  Cumulative  and Continuing.


Except  as otherwise  provided   in Section  2.06,   all powers  and remedies   given  by this  Article  V to the Trustee  or to the  Securityholders   shall,  to the  extent  permitted   by law,  be deemed  cumulative   and not exclusive  of any other  powers  and remedies  available  to the Trustee or  the  holders   of  the  Debt   Securities,   by  judicial   proceedings    or  otherwise,   to  enforce   the performance   or  observance   of  the  covenants   and  agreements   contained   in  this  Indenture   or otherwise  established  with respect  to the Debt  Securities,  and no delay or omission  of the Trustee or of any holder  of any of the Debt  Securities  to exercise  any right  or power  accruing  upon  any Event  of Default  occurring  and continuing  as aforesaid  shall  impair  any  such  right  or power,  or shall be construed  to be a waiver  of any such default  or an acquiescence   therein;  and,  subject  to the provisions   of Section  5.04,  every power  and remedy  given by this Article  V or by law to the Trustee  or to the  Securityholders   may  be exercised   from  time  to time,  and  as often  as shall  be deemed  expedient,  by the Trustee  or by the Securityholders.
SECTION  5.07.   Direction    of  Proceedings    and   Waiver   of   Defaults    by   Majority    of
Securityholders.


The  holders  of  a majority   in aggregate   principal   amount  of  the  Debt  Securities affected  (voting  as one class)  at the time outstanding   and, if the Debt  Securities   are held  by the Trust  or a trustee  of the Trust,  the holders  of a majority  in aggregate   liquidation   amount  of the outstanding   Capital  Securities   of the  Trust  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 such Debt  Securities;  provided,   however, that if the Debt  Securities  are held  by the Trust  or a trustee  of the Trust,  such  time,  method  and place  or such exercise,   as the case may be, may not be so directed  until  the holders  of a majority in  aggregate   liquidation   amount  of  the  outstanding   Capital  Securities   of  the  Trust  shall  have directed  such time, method  and place  or such exercise,  as the case may be; provided,  further,  that (subject  to the provisions   of  Section  6.01)  the Trustee  shall  have  the  right  to decline to follow any  such  direction if the Trustee being advised by counsel shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities  at the time outstanding may on behalf of the holders of all of the Debt Securities waive (or modify  any previously granted waiver of) any past default or Event of Default and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained in Section 3.09; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification  to  such  waiver;   provided, further, that if the consent of the holder of each outstanding Debt Security is required, such 

	
			
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waiver or modification to such waiver shall not be effective until each holder of the outstanding Capital Securities of the Trust shall have consented to such waiver  or modification   to such waiver.  Upon  any  such  waiver  or modification to such waiver,  the  Default  or  Event  of Default covered thereby shall be deemed   to be cured for all purposes of this  Indenture and the Company,  the Trustee  and the holders  of the Debt  Securities shall be restored  to their  former  positions  and rights  hereunder,  respectively;   but no such waiver or  modification to such waiver shall extend to any subsequent or other Default or Event of Default or  impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been  waived as permitted by this Section 5.07, said Default or Event of Default shall for all purposes of the Debt  Securities and this Indenture be deemed to have been cured and to be not continuing.
SECTION  5.08.   Notice  of Defaults.


The Trustee  shall,  within  90 days after a Responsible   Officer  of the Trustee  shall have  actual  knowledge  or received  written  notice  of the occurrence   of a Default  with respect  to the  Debt  Securities,   mail  to  all  Securityholders,    as  the  names  and  addresses   of  such  holders appear  upon the Debt  Security  Register,  notice  of all Defaults  with respect  to the Debt  Securities known  to the Trustee,  unless  such defaults  shall have been cured before  the giving  of such notice (the term  "defaults"  for the purpose  of this  Section  5.08 being  hereby  defined  to be the events specified  in subsections   (a),  (b),  (c),  (d),  (e)  and  (f)  of  Section  5.01,  not  including  periods  of grace, if any, provided  for therein);  provided,  that, except  in the case of default  in the payment  of the principal  of, premium,  if any, or interest  on any of the Debt  Securities,  the Trustee  shall  be protected  in withholding   such  notice  if and so  long  as a Responsible   Officer  of the Trustee  in good   faith   determines    that   the   withholding    of   such   notice    is   in  the  interests  of  the Securityholders.
SECTION 5.09.   Undertaking to Pay Costs.


All parties to this Indenture agree, and each holder of any Debt Security by such holder's 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 and expenses, 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 5.09  shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder,  or group of Securityholders, holding  in  the  aggregate more  than  10% in  principal  amount  of the Debt Securities (or, if such Debt Securities are held by the Trust or a trustee of the Trust, more than 10% in liquidation amount of the outstanding Capital Securities), to any suit instituted  by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Debt Security against the Company on or after the same shall have become due and payable, or to any suit instituted in accordance with Section 14.12.
ARTICLE  VI 
CONCERNING THE TRUSTEE


SECTION  6.01.   Duties  and Responsibilities   of Trustee.


With respect  to the holders  of Debt  Securities  issued  hereunder,  the Trustee,  prior to the occurrence  of an Event  of Default  with respect  to the Debt  Securities  and after the curing or waiving  of all Events  of Default  which may have occurred,  with respect  to the Debt  Securities, undertakes   to  perform   such  duties   and  only  such  duties  as  are  specifically   set  forth  in  this Indenture.  In case  an Event  of Default  with respect  to the Debt  Securities   has occurred  (which has not been cured or waived),  the Trustee  shall exercise  such of the rights  and powers  vested  in it by  this  Indenture,   and  use  the  same  degree  of 

	
			
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care  and  skill  in their  exercise,   as  a prudent person  would   exercise   or  use  under  the  circumstances   in  the  conduct   of  such  person's   own affairs.


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


(a)        prior  to the  occurrence   of an  Event  of Default   with  respect  to  the Debt Securities  and after the curing  or waiving  of all Events  of Default  which may have occurred


(1)        the duties  and obligations   of the Trustee  with  respect  to the Debt Securities  shall  be determined  solely by the express  provisions   of this Indenture, and the Trustee  shall not be liable  except  for the performance   of such  duties  and obligations  with  respect  to the Debt  Securities  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 the part of the Trustee,  the 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 Trustee  and conforming   to the requirements   of this  Indenture;  but,  in the case  of any  such  certificates   or opinions  which  by  any  provision   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  on their  face to the requirements  of this Indenture;


(b)        the Trustee  shall not be liable for any error of judgment   made in good faith by a Responsible  Officer  or Officers  of the Trustee,  unless  it shall be proved  that the Trustee  was negligent  in ascertaining  the pertinent  facts;


(c)        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 the Securityholders   pursuant  to Section  5.07,   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;


(d)        the Trustee  shall  not be charged  with knowledge   of any Default  or Event of Default  with  respect  to the Debt  Securities  unless  either  (1)   a Responsible   Officer  shall  have actual  knowledge   of such  Default  or Event  of Default  or  (2) written  notice  of  such  Default  or Event  of Default  shall  have  been  given  to the Trustee  by the Company   or any other  obligor  on the Debt  Securities  or by any  holder  of the Debt  Securities,   except  with  respect  to an Event  of Default  pursuant  to Sections  5.0l(a),   5.0l(b)   or 5.0l(c)   hereof  (other  than  an Event  of Default resulting  from the default  in the payment  of Additional  Interest  or premium,   if any, if the Trustee does  not  have  actual  knowledge   or  written  notice  that  such  payment   is  due  and  payable),   of which  the Trustee  shall be deemed  to have knowledge;  and


(e)        in the  absence  of bad  faith or gross  negligence   on the part  of the Trustee, the Trustee  may seek and rely on reasonable  instructions  from the Company.


None  of  the  provisions   contained   in this  Indenture   shall  require  the  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.

	
			
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SECTION  6.02.   Reliance  on Documents.  Opinions,  etc.


Except  as otherwise  provided  in Section  6.01:


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


(b)        any request,  direction,  order or demand  of the Company  mentioned  herein shall  be  sufficiently   evidenced   by  an  Officers'   Certificate   (unless   other   evidence   in  respect thereof  be  herein  specifically   prescribed);   and  any  Board  Resolution   may  be  evidenced   to the Trustee  by a copy thereof  certified  by the Secretary  or an Assistant  Secretary  of the Company;


(c)        the  Trustee  may  consult  with  counsel  of  its  selection   and  any  advice  or 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  accordance   with  such advice or Opinion  of Counsel;


(d)        the  Trustee  shall  be  under  no  obligation   to exercise  any  of  the  rights  or powers   vested   in  it  by  this  Indenture  at  the  request,  order  or  direction  of  any  of  the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs,  expenses and liabilities which may be incurred therein or thereby;


(e)       the Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debt Securities (that has not been cured or waived) to exercise with respect to the Debt Securities such of the rights and powers vested in it by this Indenture, and to 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 such person's  own affairs;


(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,  consent,  order,  approval,  bond,  debenture,   coupon  or other  paper  or  document,   unless requested   in writing  to do  so by  the holders  of  not  less  than  a majority   in aggregate  principal amount   of  the  outstanding   Debt   Securities   affected   thereby;   provided,   however,   that  if  the payment  within  a reasonable  time to the Trustee  of the costs,  expenses  or liabilities  likely  to be incurred  by it in the making  of such investigation   is, in the opinion  of the Trustee,  not reasonably assured  to the  Trustee  by the  security  afforded  to it by the  terms  of this  Indenture,   the Trustee may   require   reasonable    indemnity    against   such   expense   or  liability   as  a  condition    to  so proceeding;  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   (including   any  Authenticating Agent) or attorneys,  and the 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.


SECTION  6.03.   No Responsibility for Recitals,  etc.



	
			
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The recitals  contained  herein  and in the Debt  Securities  (except  in the certificate of authentication   of the Trustee  or the Authenticating   Agent)  shall  be taken  as the statements   of the  Company   and  the  Trustee   and  the  Authenticating   Agent  assume  no  responsibility    for  the correctness  of the same.  The Trustee  and the Authenticating   Agent  make  no representations   as to the  validity   or  sufficiency   of  this  Indenture   or  of  the  Debt  Securities.    The  Trustee   and  the Authenticating   Agent  shall not be accountable   for the use or application  by the Company  of any Debt  Securities  or the proceeds  of any Debt  Securities  authenticated   and delivered  by the Trustee or the Authenticating   Agent  in conformity  with the provisions  of this Indenture.


SECTION  6.04.   Trustee,   Authenticating    Agent,   Paying   Agents,    Transfer   Agents   or
Registrar  May Own Debt  Securities.


The  Trustee  or  any  Authenticating   Agent  or  any  Paying   Agent  or  any  transfer agent  or  any  Debt  Security  registrar,   in its  individual   or  any  other  capacity,   may  become  the owner  or pledge  of Debt  Securities  with  the  same  rights  it would  have  if it were  not  Trustee, Authenticating   Agent, Paying  Agent,  transfer  agent or Debt  Security  registrar.


SECTION  6.05.   Moneys to be Held in Trust.


Subject  to the provisions   of Section  12.04,  all moneys  received  by the Trustee  or any Paying  Agent  shall,  until used or applied  as herein  provided,  be held  in trust  for the purpose for which  they  were  received,  but need  not be segregated  from  other  funds  except  to the extent required  by law. The Trustee  and any Paying  Agent  shall be under  no liability  for interest  on any money  received  by  it hereunder   except  as otherwise   agreed  in writing  with  the  Company.   So long as no Event  of Default  shall  have  occurred  and  be continuing,   all interest  allowed  on any such moneys,  if any, shall  be paid  from time  to time to the Company  upon  the written  order  ofthe  Company,   signed   by  the  Chairman   of  the  Board  of  Directors,   the  President,   the  Chief Operating  Officer,  a Vice President,  the Treasurer  or an Assistant  Treasurer  of the Company.


SECTION  6.06.   Compensation   and Expenses  of Trustee.


Other  than  as  provided   in  the  Fee  Agreement   of  even  date  herewith   between Cohen  Bros.  & Company, the Trustee, the Company and Delaware Trustee (as defined in the Declaration), the Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the  provisions of this Indenture   (including   the   reasonable   compensation   and   the   reasonable   expenses   and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance that arises from its negligence, willful misconduct or bad faith. The Company also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee), except to the extent such loss, damage, claim, liability or expense results from the negligence, willful misconduct or bad faith of such indemnitee, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in the premises. The obligations of the  Company under this Section 6.06 to  compensate  and indemnify the Trustee  and to  pay  or  reimburse  the Trustee  for documented  expenses,  disbursements  and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by (and the Company hereby grants and 

	
			
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pledges to the Trustee) a lien prior to that of the Debt Securities upon al] property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debt Securities.


Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in subsections (e), (t) or (g) of Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the  services  are intended to constitute  expenses  of  administration  under  any  applicable  federal  or  state  bankruptcy, insolvency or other similar law.


The provisions of this Section shall survive the resignation or removal of the
Trustee and the defeasance or other termination of this Indenture.


Notwithstanding anything in this Indenture or any Debt Security to the contrary, the Trustee shall have no obligation whatsoever to advance funds to pay any principal of or interest on or other amounts with respect to the Debt Securities or otherwise advance funds to or on behalf of the Company.


SECTION  6.07.   Officers'  Certificate  as Evidence.


Except   as  otherwise    provided    in   Sections   6.01    and   6.02,   whenever    in   the administration   of the provisions  of this Indenture  the Trustee  shall deem  it necessary  or desirable that  a matter  be  proved  or  established   prior  to taking  or  omitting   any  action  hereunder,   such matter  (unless  other  evidence   in respect  thereof  be herein  specifically   prescribed)   may,  in the absence  of negligence,   willful  misconduct   or bad  faith on the part  of the Trustee,   be deemed  to be conclusively   proved  and established   by an Officers'  Certificate   delivered  to the Trustee,  and such  certificate,  in the  absence  of negligence,  willful  misconduct   or bad  faith  on the part of the Trustee,   shall  be  full  warrant  to  the  Trustee   for  any  action  taken  or  omitted   by  it under  the provisions  of this Indenture  upon the faith thereof.
SECTION  6.08.   Eligibility  of Trustee.


The  Trustee   hereunder   shall  at  all times be  a U.S.  Person  that  is a banking corporation or national association organized and doing business under the laws of the United States of America or any state thereof or of the District of Columbia and authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal,  state, or District of Columbia authority. If such corporation or national association 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 6.08  the combined capital and surplus of such corporation  or national association shall be deemed to  be its combined capital and surplus as set forth in its most recent records of condition so published.


The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee, notwithstanding that such corporation or national association shall be otherwise eligible and qualified under this Article.


In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.09.


If the Trustee has or shall acquire any "conflicting interest" within the meaning of
§  31 O(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this Indenture.
SECTION 6.09.   Resignation or Removal of Trustee, Calculation Agent. Paying Agent or
Debt Security Registrar.



	
			
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(a)       The Trustee, or any trustee or trustees hereafter appointed, the Calculation Agent, the Paying Agent and any Debt Security Registrar may at any time resign by giving written  notice  of  such  resignation  to  the  Company  and  by  mailing  notice  thereof, at  the Company's expense, to the holders of the Debt Securities at their addresses as they shall appear on the Debt Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor or successors by written instrument, in duplicate, executed by order of its Board of Directors, one copy of which instrument shall be delivered to the resigning party and one  copy  to the  successor.  If no successor shall have been so appointed and have accepted appointment within  30 days after  the mailing  of such notice  of resignation  to  the  affected Securityholders, the resigning party may petition any court of competent jurisdiction  for the appointment of a successor, or any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, subject to the provisions of Section 5.09, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor.


(b)       In case at any time any of the following shall occur:


(1)       the  Trustee shall fail to comply with  the provisions  of the  last paragraph of Section 6.08 after written request therefor by the Company or by any Securityholder who has  been  a bona fide holder  of  a Debt  Security  or Debt Securities for at least six months,


(2)       the  Trustee  shall  cease  to  be  eligible  in  accordance  with  the provisions of Section 6.08  and shall fail to resign after written request therefor by the Company or by any such Securityholder, or


(3)       the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee  or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservationor  liquidation, 


then, in any such case, the Company may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the provisions of Section 5.09,  if no successor Trustee shall have been so appointed and have accepted appointment within 30 days of the occurrence of any of (1), (2) or (3) above, any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, on behalf of himself or herself and all others similarly situated, petition  any court of competent jurisdiction  for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee.


(c)       Upon prior written notice to the Company and the Trustee, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may at any time remove the Trustee and nominate a successor Trustee, which shall be deemed appointed as successor Trustee unless within ten Business Days after such nomination the Company objects thereto, in which case or in the case of a failure by such holders to nominate a successor Trustee, the Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.09 provided, may petition any court of competent jurisdiction for an appointment of a successor.


(d)       Any resignation or removal of the  Trustee,  the  Calculation Agent,  the

	
			
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Paying Agent and any Debt Security Registrar and appointment of a successor pursuant to any of the provisions  of this Section  6.09 shall become  effective  upon acceptance  of appointment   by the successor  as provided  in Section  6.10.
SECTION  6.10.   Acceptance  by Successor.


Any   successor    Trustee,    Calculation    Agent,   Paying   Agent   or  Debt   Security Registrar  appointed   as provided   in Section  6.09  shall  execute,   acknowledge   and  deliver  to the Company   and  to  its  predecessor    an  instrument   accepting   such  appointment    hereunder,   and thereupon   the  resignation   or  removal   of  the  retiring   party   shall  become   effective   and  such successor,  without  any further  act,  deed  or conveyance,   shall  become  vested  with  all the rights, powers,  duties  and obligations   with  respect  to the Debt  Securities  of its predecessor   hereunder, with  like  effect  as  if originally  named  herein;  but,  nevertheless,   on  the  written  request  of  the Company  or of the successor,  the party  ceasing  to act shall,  upon  payment  of the amounts  then due it pursuant  to the provisions   of Section  6.06,  execute  and deliver  an instrument  transferring to such  successor   all the rights  and powers  of the party  so ceasing  to act and  shall  duly  assign, transfer   and  deliver   to  such  successor   all  property   and  money   held  by  such  retiring   party hereunder.   Upon  reasonable  request  of any such  successor,  the Company   shall  execute  any and all  instruments    in  writing   for  more   fully  and  certainly   vesting   in  and  confirming    to  such successor  all such  rights  and powers.  Any party  ceasing  to act shall,  nevertheless,   retain  a lien upon  all property  or  funds  held  or collected  to secure  any  amounts  then  due  it pursuant  to the provisions  of Section  6.06.


If  a successor Trustee is appointed, the Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental hereto which 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 Debt  Securities as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and 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  Trust 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.


No successor Trustee shall accept appointment as provided in this Section 6.10 unless at the time of such acceptance such successor Trustee shall be eligible and qualified under the provisions of Section 6.08.


In no event shall a retiring Trustee, Calculation Agent, Paying Agent or Debt
Security Registrar be liable for the acts or omissions of any successor hereunder.


Upon  acceptance  of  appointment  by  a  successor  Trustee,  Calculation  Agent, Paying Agent or Debt Security Registrar as provided in this Section 6.10,   the Company shall mail notice of the succession to the holders of Debt Securities at their addresses as they shall appear on the  Debt Security Register. If  the  Company  fails to mail  such notice within  ten Business Days after the acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Company.


SECTION  6.11.   Succession  by Merger, etc.


Any  Person  into which  the 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  the  Trustee  shall  be  a party,  or  any  Person  succeeding   to all  or  substantially   all of  the corporate  trust  business  of 

	
			
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the Trustee,  shall  be the  successor  of the Trustee  hereunder   without the  execution  or filing  of any  paper  or  any  further  act on the part  of any  of the parties  hereto; provided,  that such Person  shall be otherwise  eligible  and qualified  under this Article.


In case at the time such successor  to the Trustee  shall  succeed  to the trusts  created by this Indenture  any of the Debt  Securities  shall have been  authenticated   but not  delivered,  any such  successor   to  the  Trustee   may  adopt  the  certificate   of  authentication    of  any  predecessor Trustee,   and  deliver  such  Debt  Securities  so  authenticated;   and  in case  at that  time  any of the Debt  Securities  shall not have been  authenticated,   any successor  to the Trustee  may  authenticate such  Debt  Securities   either  in  the  name  of  any  predecessor   hereunder   or  in  the  name  of  the successor  Trustee;   and  in  all  such  cases  such  certificates   shall  have  the  full  force  which  it is anywhere  in the Debt  Securities   or in this  Indenture  provided  that  the  certificate   of the Trustee shall  have;  provided,   however,   that  the  right  to  adopt  the  certificate   of  authentication    of  any predecessor  Trustee  or authenticate   Debt  Securities  in the name  of any predecessor   Trustee  shall apply only to its successor  or successors  by merger,  conversion  or consolidation.


SECTION  6.12.   Authenticating   Agents.


There  may  be one  or more  Authenticating   Agents  appointed  by the Trustee  upon the request  of the  Company  with  power  to act on  its behalf  and  subject  to  its direction  in the authentication   and  delivery  of Debt  Securities   issued  upon  exchange   or registration   of transfer thereof  as fully  to all intents  and purposes   as though  any  such  Authenticating   Agent  had  been expressly  authorized  to authenticate   and deliver  Debt  Securities;   provided,  that the Trustee  shall have  no  liability  to  the  Company   for any  acts  or  omissions   of the  Authenticating    Agent  with respect  to the  authentication    and  delivery  of  Debt  Securities.   Any  such  Authenticating   Agent shall at all times be a Person  organized  and doing  business  under  the laws of the United  States or of any state or territory  thereof  or of the District  of Columbia  authorized   under  such  laws to act as  Authenticating   Agent,  having  a  combined   capital  and  surplus  of  at  least  $50,000,000   and being  subject  to supervision   or examination   by federal,  state,  territorial   or District  of Columbia authority.  If such Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 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 an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section.


Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligibleunder this Section  6.12 without  the execution  or filing of any paper  or any further  act on the part of the parties  hereto  or such Authenticating   Agent.


Any  Authenticating    Agent  may  at  any  time  resign  by  giving  written   notice  of resignation   to  the  Trustee   and  to  the  Company.   The  Trustee   may  at  any  time  terminate   the agency  of any Authenticating   Agent  with respect  to the Debt  Securities  by giving  written  notice of termination   to such Authenticating   Agent  and to the Company.  Upon  receiving   such  a notice of resignation  or upon  such a termination,   or in case at any time  any Authenticating   Agent  shall cease  to  be  eligible   under  this  Section   6.12,   the  Trustee   may,  and  upon   the  request   of  the Company  shall,  promptly  appoint  a successor   Authenticating   Agent  eligible  under  this  Section 6.12,  shall give written  notice  of such appointment  to the Company  and shall  mail notice of such appointment  to all holders  of Debt  Securities  as the names  and 

	
			
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addresses  of such holders  appear on  the  Debt   Security   Register.   Any   successor   Authenticating    Agent   upon   acceptance   of  its appointment   hereunder   shall  become  vested  with  all rights,  powers,  duties  and  responsibilities with respect  to the Debt  Securities  of its predecessor   hereunder,   with  like  effect  as if originally named  as Authenticating   Agent herein.


Other  than  as  provided   in  the  Fee  Agreement   of  even  date  herewith   between Cohen  Bros.  & Company, the Company, the Trustee and Delaware Trustee (as defined in the Declaration), the Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee and shall  receive  such  reasonable  indemnity  as  it  may require  against  the  costs,  expenses  and liabilities incurred in furtherance of its duties under this Section 6.12.


ARTICLE VII 
CONCERNINGTHESECURITYHOLDERS


SECTION 7.01.   Action by Securitvholders.


Whenever  in  this  Indenture  it  is  provided  that  the  holders  of  a  specified percentage  in  aggregate  principal  amount  of  the  Debt  Securities  or  aggregate  Liquidation Amount of the Capital Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders or holders of Capital Securities, as the case may be, in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Debt Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of Article Vill or of such holders of Capital Securities duly called and held in accordance with the provisions of the Declaration, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholders or holders of Capital Securities, as the case may be, or (d) by any other method the Trustee deems satisfactory.


If the Company shall solicit from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, theCompany  may, at its option,  as evidenced  by an Officers'  Certificate,  fix in advance  a record  date for such Debt  Securities   for the determination   of Securityholders   entitled  to give  such  request, demand,  authorization,   direction,   notice,  consent,   waiver  or  other  action  or  revocation   of  the same,  but  the  Company  shall  have  no  obligation  to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debt Securities shall be computed as  of the  record date; provided,  however,  that  no  such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.


SECTION 7.02.   Proof of Execution by Securityholders.


Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or such Securityholder's agent or proxy shall be sufficient if made in accordance with such 

	
			
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reasonable rules and regulations as may be prescribed by the Trustee or  in  such manner  as shall be satisfactory to  the  Trustee.  The  ownership  of Debt Securities shall be proved by the Debt Security Register or by a certificate of the Debt Security Registrar. The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.


SECTION 7 .03.   Who Are Deemed Absolute Owners.


Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and any Debt  Security registrar may  deem  the Person  in  whose name  such  Debt  Security shall be registered upon the Debt Security Register to be,  and may treat such Person as, the absolute owner of such Debt Security (whether or not such Debt Security shall  be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Debt Security and for all other purposes;  and neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon such holder's order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security


SECTION 7.04.   Debt Securities Owned by Company Deemed Not Outstanding.


In determining whether the holders of the requisite aggregate principal amount of Debt Securities have concurred in any direction, consent or waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (other than the Trust) or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debt Securities and that the pledgee is not the Company or any such other obligor or Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.


SECTION 7.05.   Revocation of Consents; Future Securityholders Bound.


At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debt Securities specified in this Indenture in connection with such action,  any holder (in cases where no record date has been set pursuant to Section 7.01) or any holder as of an applicable record date (in cases where a record date has been set pursuant to Section 7.01) of a Debt Security (or any Debt Security issued in whole or in part in exchange or substitution therefor) the  serial  number of which is shown by the  evidence to  be  included in the Debt Securities the holders of which have consented to such action may, by filing written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding  as provided in Section 7.02, revoke such action so far as concerns such Debt Security (or so far as concerns the principal  amount  represented  by  any  exchanged  or  substituted  Debt  Security).  Except  as aforesaid any such action taken by the holder of any Debt Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Debt Security, and of any Debt  Security issued  in  exchange or substitution therefor  or on registration  of transfer thereof, 

	
			
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irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor.


ARTICLE VIII 
SECURITYHOLDERS'MEETINGS


SECTION 8.01.   Purposes of Meetings.


A meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article VIII for any of the following purposes:


(a)       to  give  any notice to  the  Company or  to  the  Trustee,  or to  give  any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article V;


(b)        to remove   the  Trustee   and  nominate   a successor   trustee  pursuant   to  the provisions  of Article  VI;


(c)        to  consent   to  the  execution   of  an  indenture   or  indentures   supplemental hereto  pursuant  to the provisions  of Section  9.02;   or


(d)        to  take  any  other  action  authorized   to  be  taken  by  or  on  behalf  of  the holders  of  any  specified   aggregate   principal   amount   of  such  Debt  Securities   under  any  other provision  of this Indenture  or under  applicable  law.


SECTION  8.02.     Call of Meetings  by Trustee.


The Trustee  may  at any time call a meeting  of Securityholders   to take  any action specified  in Section  8.01,  to be held  at such time and at such place  in The City of New  York, the Borough   of  Manhattan,   or  Houston,   Texas,   as  the  Trustee   shall  determine.   Notice   of  every meeting   of  the  Securityholders,    setting  forth  the  time  and  the  place  of  such  meeting   and  in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Debt Securities affected at their addresses as they shall appear on the Debt Securities Register. Such notice shall be mailed not less than 20 nor more than 180 days prior to the date fixed for the meeting.


SECTION 8.03.  Call of Meetings by Company or Securitvholders.


In case at any time the Company pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debt Securities, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place in for such meeting  and may  call such meeting  to take any action authorized  in Section  8.01,  by mailing notice thereof as provided in Section 8.02.


SECTION 8.04.   Qualifications for Voting.


To be entitled to vote at any meeting of Securityholders a Person shall be (a) a holder of one or more Debt Securities with respect to which the meeting is being held or (b) a Person appointed by an 

	
			
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instrument in writing as proxy by a holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


SECTION 8.05. Regulations.


Notwithstanding any other provisions of this Indenture,  the Trustee may make such reasonable regulations as it may deem advisable for any meeting  of Securityholders,  in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission  and examination of proxies,certificates  and other  evidence  of the right to vote, and such other matters  concerning  the conduct of the meeting  as it shall deem appropriate.


The Trustee  shall,  by an instrument  in writing,  appoint  a temporary   chairman  of the meeting,  unless  the meeting  shall have been  called by the Company  or by Securityholders   as provided  in Section  8.03,  in which  case the Company  or the Securityholders   calling  the meeting, as the case  may  be, shall  in like manner  appoint  a temporary  chairman.   A permanent   chairman and a permanent   secretary  of the meeting  shall be elected by majority  vote  at the meeting.


Subject  to  the  provisions   of  Section  7.04,   at  any  meeting   each  holder  of  Debt Securities  with respect  to which  such meeting  is being  held or proxy  therefor  shall  be entitled  to one vote  for each $1,000  principal  amount  of Debt  Securities  held  or represented   by such holder; provided,  however,  that  no vote  shall  be cast or counted  at any meeting  in respect  of any Debt Security   challenged   as  not  outstanding   and  ruled  by  the  chairman   of  the  meeting   to  be  not outstanding.  The chairman  of the meeting  shall have no right  to vote other  than by virtue  of Debt Securities  held  by  such  chairman   or instruments   in writing  as  aforesaid  duly  designating   such chairman    as   the   Person    to   vote   on   behalf   of   other    Securityholders.      Any   meeting    of Securityholders   duly called  pursuant  to the provisions  of Section  8.02 or 8.03 may be adjourned from  time to time  by a majority  of those  present,  whether  or not constituting   a quorum,  and the meeting  may be held as so adjourned  without  further  notice.


SECTION  8.06.    Voting.


The  vote  upon   any  resolution   submitted   to  any  meeting   of  holders   of  Debt Securities  with respect  to which  such meeting  is being  held  shall be by written  ballots  on which shall  be subscribed   the  signatures   of such  holders  or of their  representatives   by  proxy  and  the serial  number  or  numbers  of the  Debt  Securities  held  or represented   by  them.  The  permanent chairman  of the meeting  shall  appoint  two  inspectors  of votes  who  shall  count  all votes  cast  at the meeting  for or against  any resolution  and who  shall  make  and  file  with  the  secretary  of the meeting  their  verified  written  reports  in triplicate  of all votes  cast  at  the  meeting.   A record  in duplicate   of  the  proceedings    of  each  meeting   of  Securityholders    shall  be  prepared   by  the secretary   of  the  meeting   and  there  shall  be  attached  to  said  record  the  original  reports  of  the inspectors   of votes  on  any  vote  by ballot  taken  thereat  and  affidavits   by  one  or more  Persons having  knowledge   of the facts setting  forth a copy of the notice  of the meeting  and showing  that said notice  was mailed  as provided  in Section  8.02.  The record  shall  show  the serial  numbers  of the Debt  Securities  voting  in favor  of or against  any resolution.  The  record  shall  be signed  and verified  by the affidavits  of the permanent  chairman  and secretary  of the meeting  and one of the duplicates  shall be delivered  to the Company  and the other  to the Trustee  to be preserved  by the Trustee,  the latter to have  attached  thereto  the ballots  voted at the meeting.    Any record  so signed and verified  shall be conclusive  evidence  of the matters  therein  stated.



	
			
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SECTION  8.07.   Quorum;  Actions.


The  Persons  entitled   to vote  a majority   in  outstanding   principal   amount  of  the Debt  Securities  shall  constitute  a quorum  for a meeting  of Securityholders;    provided,  however, that  if  any  action  is  to  be  taken  at  such  meeting   with  respect   to  a  consent,   waiver,   request, demand,  notice,  authorization,   direction  or other action which  may be given  by the holders  of notless  than  a  specified   percentage   in  outstanding   principal   amount   of  the  Debt  Securities,   the Persons  holding  or representing   such specified  percentage  in outstanding  principal  amount  of the Debt  Securities  will  constitute  a quorum.  In the  absence  of a quorum  within  30 minutes  of the time   appointed    for   any   such   meeting,   the   meeting   shall,    if  convened    at   the   request   of Securityholders,   be dissolved.   In any other case the meeting  may be adjourned  for a period  of not less  than   10  days   as  determined    by  the  permanent    chairman   of  the  meeting   prior   to  the adjournment   of such  meeting.   In the  absence  of a quorum  at any such  adjourned  meeting,  such adjourned  meeting  may  be further  adjourned  for a period  of not  less  than  10 days  as determined by the permanent   chairman  of the meeting  prior  to the adjournment   of such  adjourned  meeting. Notice  of the reconvening   of any adjourned  meeting  shall  be given  as provided   in Section  8.02, except that such notice  need be given only once not less than five days prior  to the date on which the meeting  is scheduled   to be reconvened.   Notice  of the reconvening   of an adjourned   meeting shall  state  expressly  the  percentage,   as provided   above,   of the  outstanding   principal   amount  of the Debt Securities  which  shall constitute  a quorum.


Except   as  limited   by  the  proviso   in  the  first  paragraph   of  Section   9.02,    any resolution  presented   to a meeting  or adjourned  meeting  duly  reconvened   at which  a quorum  is present  as  aforesaid  may  be  adopted  by  the  affirmative   vote  of the  holders   of not  less  than  a majority  in outstanding  principal  amount  of the Debt  Securities;  provided,  however,   that,  except as limited  by the proviso  in the first paragraph  of Section  9.02,   any resolution  with respect  to any consent,   waiver,   request,   demand,    notice,   authorization,    direction   or  other   action   that   this Indenture  expressly  provides  may be given by the holders  of not less than  a specified  percentage in  outstanding   principal   amount   of  the  Debt   Securities   may  be  adopted   at  a  meeting   or  an adjourned  meeting   duly reconvened   and  at which  a quorum  is present  as aforesaid  only by  the affirmative  vote of the holders  of not less than such specified  percentage   in outstanding  principal amount  of the Debt  Securities.


Any   resolution   passed   or  decision   taken   at  any  meeting   of  holders   of  Debt Securities  duly held  in accordance  with  this  Section  shall be binding  on all the Securityholders, whether  or not present  or represented  at the meeting.


SECTION  8.08.    Written  Consent  Without  a Meeting.


Whenever  under  this  Indenture,   Securityholders   are required  or permitted  to take any action  by vote,  such action  may be taken without  a meeting  on written  consent,   setting  forth the  action  so taken,  signed  by the  Securityholders   of all outstanding   Debt  Securities   entitled  to vote  thereon.    No  consent  shall  be effective  to take  the action  referred  to therein  unless,  within sixty days of the earliest  dated consent  delivered  in the manner  required  by this paragraph  to the Trustee,  written  consents   signed  by  a  sufficient   number  of  Securityholders    to  take  action  are delivered  to the  Trustee   at  its Principal   Office.    Delivery  made  to the  Trustee   at  its Principal Office,  shall  be by hand  or by certificated   or registered  mail,  return  receipt  requested.    Written consent  thus  given  by  the  Securityholders    of  such  number   of  Debt   Securities   as  is  required hereunder,  shall  have  the same effect  as a valid vote  of Securityholders   of such number  of Debt Securities.



	
			
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ARTICLE  IX SUPPLEMENTAL   INDENTURES


SECTION  9.01.     Supplemental   Indentures  without  Consent  of Securitvholders.


The Company,   when authorized  by a Board Resolution,   and the Trustee  may from time to time  and at any time  enter  into an indenture  or indentures  supplemental   hereto,  without the consent  of the Securityholders,   for one or more of the following  purposes:


(a)to   evidence    the   succession    of   another   Person    to   the   Company,    or successive  successions,   and the assumption  by the successor  Person  of the covenants,  agreements and obligations  of the Company,  pursuant  to Article  XI hereof;
(b)to   add   to   the   covenants    of   the   Company    such   further   covenants, restrictions   or  conditions   for  the  protection   of  the  holders   of  Debt  Securities   as the  Board  of Directors  shall  consider   to be for the protection   of the  holders  of  such  Debt  Securities,   and  to make  the occurrence,   or the occurrence   and continuance,   of a Default  in any  of such  additional covenants,   restrictions   or conditions  a Default  or an Event  of Default  permitting   the enforcement of all  or  any  of the  several  remedies   provided   in  this  Indenture   as  herein  set  forth;   provided, however,    that   in   respect    of   any   such   additional    covenant,    restriction    or  condition    such supplemental   indenture  may  provide  for a particular  period  of grace  after  default  (which  period may be shorter  or longer  than that  allowed  in the case  of other  defaults)  or may  provide  for an immediate   enforcement   upon  such  default  or  may  limit  the  remedies   available   to  the  Trustee upon such default;
(c)to cure any ambiguity  or to correct  or supplement   any provision  contained herein  or in any supplemental   indenture  which  may  be defective  or inconsistent   with  any other provision   contained  herein  or  in any  supplemental   indenture,   or to make  or  amend  such  other provisions  in regard  to matters  or questions  arising  under  this Indenture;  provided,  that any such action shall not adversely  affect the interests  of the holders  of the Debt  Securities;
(d)to  add  to,  delete  from,  or revise  the  terms  of  Debt  Securities,   including, without  limitation,  any terms  relating  to the issuance,  exchange,   registration   or transfer  of Debt Securities,  including   to provide   for transfer  procedures   and  restrictions   substantially   similar  to those  applicable  to the Capital  Securities,   as required  by  Section  2.05   (for  purposes  of assuring that no registration   of Debt  Securities  is required  under  the Securities  Act of  1933, as amended); provided,   that  any such  action  shall  not adversely  affect  the interests  of the holders  of the Debt Securities   then   outstanding   (it  being   understood,    for  purposes   of  this  proviso,    that  transfer restrictions  on Debt  Securities  substantially   similar  to those  applicable  to Capital  Securities  shall not be deemed  to adversely  affect the holders  of the Debt  Securities);
(e)to evidence  and provide  for the acceptance  of appointment   hereunder  by a successor   Trustee   with   respect   to  the  Debt   Securities   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  6.1 O;
(f)o make  any  change  (other  than  as elsewhere   provided   in this  paragraph)
that does not adversely  affect the rights  of any Securityholder   in any material  respect;  or
(g)to  provide   for  the  issuance   of  and  establish   the  form   and  terms   and conditions   of  the  Debt   Securities,   to  establish   the  form  of  any  certifications    required   to  be furnished  pursuant  to the terms  of this Indenture  or the Debt  Securities,   or to add to the rights  of the holders  of Debt  Securities..







The  Trustee  is hereby  authorized   to join  with  the  Company   in the  execution   of any such  supplemental   indenture,   to make  any  further  appropriate   agreements   and  stipulations which  may  be therein  contained   and to accept  the  conveyance,   transfer  and  assignment   of any property  thereunder,  but the Trustee  shall not be obligated  to, but may in its discretion,  enter into any  such  supplemental   indenture   which  affects  the  Trustee's   own  rights,  duties  or  immunities under this Indenture  or otherwise.


Any supplemental   indenture  authorized  by the provisions  of this Section  9.01 may be executed  by the  Company  and  the Trustee  without  the  consent  of the holders  of any  of the Debt Securities  at the time outstanding,  notwithstanding   any of the provisions   of Section  9 .02.
·
SECTION    9.02.   Supplemental   Indentures  with Consent  of Securitvholders,


With  the consent  (evidenced   as provided   in Section  7.01)  of the  holders  of not less than  a majority  in aggregate  principal  amount  of the Debt  Securities  at the time outstanding affected  by such supplemental   indenture,  the Company,  when  authorized  by a Board  Resolution, and  the  Trustee  may  from  time  to time  and  at  any  time  enter  into  an  indenture   or  indentures supplemental   hereto  (which  shall  conform  to the provisions   of the Trust  Indenture   Act,  then  in effect, applicable  to indentures  qualified  thereunder)   for the purpose  of adding  any provisions  to or  changing   in  any  manner   or  eliminating   any  of  the  provisions   of  this  Indenture   or  of  any supplemental   indenture   or  of  modifying   in  any  manner  the  rights  of  the  holders   of  the  Debt Securities;  provided,  however,  that no such supplemental   indenture  shall without  such consent  of the holders  of each Debt  Security  then  outstanding   and affected  thereby  (i) change  the Maturity Date  of any Debt  Security,  or reduce  the principal  amount  thereof  or any  premium   thereon,  or reduce  the rate  (or manner  of calculation   of the  rate)  or extend  the time  of payment  of interest thereon,  or reduce  (other  than  as a result  of the maturity  or earlier  redemption   of any such Debt Security  in accordance  with  the terms  of this Indenture  and  such Debt  Security)  or increase  the aggregate  principal  amount  of Debt  Securities  then outstanding,   or change  any of the redemption provisions,  or make  the principal  thereof  or any interest  or premium  thereon  payable  in any coin or currency  other  than United  States  Dollars,  or impair  or affect  the right  of any Securityholder to institute  suit for payment  thereof  or impair  the right  of repayment,   if any, at the option  of the holder,   or  (ii)  reduce   the  aforesaid   percentage   of  Debt   Securities   the  holders   of  which   are required  to  consent to any such supplemental indenture; and provided, further, that if the Debt Securities are held by the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of the outstanding Capital Securities shall have consented to such supplemental indenture; provided,  further, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the outstanding Capital Securities shall have consented to such supplemental indenture.
Upon    the   request    of   the   Company    accompanied     by   a   Board    Resolution authorizing   the  execution   of  any  such  supplemental   indenture,   and  upon  the  filing  with  the Trustee   of  evidence   of  the  consent   of  Securityholders    (and  holders   of  Capital   Securities,   if required)   as  aforesaid,   the  Trustee   shall  join   with   the  Company    in  the  execution   of  such supplemental   indenture   unless   such  supplemental   indenture   affects   the  Trustee's   own  rights, duties  or  immunities   under  this  Indenture   or  otherwise,   in which  case  the  Trustee   may  in  its discretion,  but shall not be obligated  to, enter into such supplemental   indenture.


Promptly    after    the   execution    by   the   Company    and   the   Trustee    of   any supplemental   indenture  pursuant  to the provisions   of this  Section,  the Trustee  shall  transmit  by mail,  first  class  postage  prepaid,   a notice,  prepared   by  the  Company,   setting  forth  in  general terms  the  substance  of such  supplemental   indenture,  to the  Securityholders    as their  names  and addresses  appear 

	
			
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upon the Debt  Security  Register.  Any failure of the Trustee  to mail such notice, or any  defect  therein,  shall  not,  however,   in any  way  impair  or  affect  the  validity  of any  such supplemental  indenture.


It shall not be necessary for the consent of the Securityholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but  it shall be sufficient if such consent shall approve the substance thereof.


SECTION 9.03.  Effect of Supplemental Indentures.


Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Debt Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


SECTION 9.04. Notation on Debt Securities.


Debt   Securities   authenticated   and   delivered   after   the   execution   of   any supplemental indenture pursuant to the provisions of this Article IX may bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities so modified as to conform, in the  opinion  of the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee or the Authenticating Agent and delivered in exchange  for the Debt Securities then outstanding.


SECTION 9.05.  Evidence of Compliance of Supplemental Indenture to be furnished to
Trustee.


The Trustee, subject to the provisions of Sections 6.01 and 6.02,  shall, in addition to the documents required by Section 14.06, receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements  of this Article  IX.  The Trustee  shall receive  an Opinion ofCounsel  as conclusive  evidence  that any supplemental  indenture  executed  pursuant  to this Article IX  is  authorized   or permitted   by,  and  conforms   to,  the  terms  of  this  Article  IX  and  that  it is proper for the Trustee  under the provisions  of this Article  IX to join  in the execution  thereof.




ARTICLEX REDEMPTION OF SECURITIES


SECTION  10.01.    Optional  Redemption.


At  any  time  the  Company   shall  have  the  right,   subject   to  the  receipt    by  the Company  of prior  approval   from  any regulatory   authority  with jurisdiction   over the Company  if such approval   is then  required  under  applicable  capital  guidelines  or policies   of such  regulatory authority,   to  redeem   the  Debt  Securities,    in  whole  or  (provided   that  all  accrued   and  unpaid interest  has  been  paid  on  all Debt  Securities  for all Interest  Periods  terminating   on  or prior  to such date)  from  time  to time  in part,  on any March  15,  June  15,   September   15 or December   15 on or after March  15,  2011    (the "Redemption  Date"),  at the Redemption  Price.

	
			
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SECTION  10.02.  Special  Event Redemption.


If a Special Event shall occur and be continuing,  the Company shall have the right, subject to the receipt by the Company of prior approval from any regulatory authority with jurisdiction over the Company if such approval is then required under applicable capital guidelines or policies of such regulatory authority, to redeem the Debt Securities, in whole or in part, at any time within 90 days following the occurrence of such Special Event (the "Special Redemption Date"), at the Special Redemption Price.


SECTION 10.03.  Notice of Redemption; Selection of Debt Securities.


In case the Company shall desire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities, it shall fix a date for redemption and shall mail, or cause the Trustee to mail  (at the expense of the Company) a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the holders of Debt Securities so to be redeemed as a whole or in part at their last addresses as the same appear on the Debt Security Register.  Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Debt Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security.


Each such notice of redemption shall specify the CUSIP number, if any, of the Debt Securities to be redeemed, the date fixed for redemption, the redemption price (or manner of calculation of the price) at which Debt Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue.  If less than all the Debt Securities are to be redeemed the notice of redemption shall specify the numbers of the Debt Securities to be redeemed. In case the Debt Securities are to beredeemed  in part  only,  the  notice  of redemption   shall  state  the portion  of the principal   amount thereof  to be  redeemed   and  shall  state  that  on  and  after  the  date  fixed  for redemption,   upon surrender   of  such  Debt  Security,   a new  Debt  Security  or Debt  Securities   in principal   amount equal to the unredeemed  portion  thereof will be issued.


Prior  to  10:00   a.m.  New  York  City time  on the  Redemption   Date  or the  Special Redemption   Date  specified   in the  notice  of  redemption   given  as provided   in this  Section,  the Company  will  deposit  with the Trustee  or with one or more  Paying  Agents  an amount  of money sufficient  to redeem  on the redemption  date all the Debt  Securities  so called  for redemption  at the appropriate  redemption  price,  together  with unpaid  interest  accrued  to such date.


The Company  will give the Trustee  notice  not less than 45 nor more  than  60 days prior to the Redemption   Date  as to the Redemption   Price  at which  the Debt  Securities  are to be redeemed  and the aggregate  principal  amount  of Debt  Securities  to be redeemed  and the Trustee shall  select,  in such manner  as in its sole discretion  it shall  deem  appropriate   and fair, the Debt Securities  or portions  thereof  (in integral  multiples  of $1,000)  to be redeemed.


SECTION  10.04.    Payment  of Debt  Securities  Called  for Redemption.


If notice of redemption has been given as provided in Section  10.03,  the Debt Securities or portions of Debt Securities with respect to which such notice has been given shall become due and payable on the Redemption Date or the Special Redemption Date (as the case may be) and at the place or places stated in 

	
			
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such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said Redemption Date or the Special Redemption Date (unless the Company shall default in the payment of such Debt Securities at the redemption price, together with unpaid interest accrued thereon to said date) interest on the Debt Securities or portions of Debt Securities so called for redemption shall cease to accrue. On presentation and surrender of such Debt Securities at a place of payment specified in said notice, such Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with  unpaid interest accrued thereon to the RedemptionDate or the Special Redemption Date (as the case may be).


Upon presentation of any Debt Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of authorized denominations in principal amount equal to the unredeemed portion of the Debt Security so presented.




ARTICLE XI CONSOLIDATION,MERGER, SALE, CONVEYANCE AND LEASE


SECTION 11.01.   Company May Consolidate. etc., on Certain Terms.


Nothing contained in this Indenture or in the Debt Securities shall prevent any consolidation or merger of the  Company with or into any other corporation  or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property or capital stock of the Company or its successor or successors to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however,  that the  Company hereby covenants  and agrees that,  (i) upon  any such consolidation, merger (where the Company is not the surviving corporation),  sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia (unless such corporation has  (1) agreed to make all payments due in respect of the Debt Securities or, if outstanding,  the  Capital  Securities and Capital  Securities Guarantee  without  withholding or deduction for, or on account of, any taxes, duties,  assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such  corporation  or  any  political  subdivision  or  taxing  authority  thereof  or  therein  unless required by  applicable  law,  in  which case  such  corporation  shall  have  agreed to pay  such additional amounts as shall be required so that the net amounts received and retained by the holders of such Debt Securities or Capital Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained  had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed, (2) irrevocably and unconditionally consented and submitted to the jurisdiction  of any United States federal court or New York state court, in each case located in The City of New York, Borough of Manhattan, in respect of any action, suit or proceeding against it arising out of or in connection with  this Indenture,  the Debt  Securities, the Capital  Securities Guarantee or the Declaration and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above) and such corporation expressly assumes all of the obligations of the Company under the Debt Securities, this  Indenture, the Capital Securities Guarantee and the Declaration and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing.

	
			
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SECTION 11.02.  Successor Entity to be Substituted.


In case of any such consolidation, merger, sale,  conveyance,  transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entity, by supplemental indenture,  executed and delivered to the Trustee and reasonably  satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed  or observed by the Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms,  conditions and limitations in this Indenture prescribed,  the Trustee or the Authenticating Agent  shall authenticate  and deliver  any Debt  Securities  which  previously   shall have been  signed and  delivered  by  the  officers  of the  Company,  to the Trustee   or  the  Authenticating    Agent  for authentication,   and  any Debt  Securities  which  such  successor  entity  thereafter   shall  cause  to be signed  and  delivered  to the Trustee  or the Authenticating   Agent  for that  purpose.  All the Debt Securities  so issued  shall in all respects  have the same legal rank and benefit  under this Indenture as  the  Debt  Securities   theretofore   or  thereafter   issued  in  accordance   with  the  terms  of  this Indenture   as  though   all  of  such  Debt  Securities   had  been  issued  at  the  date  of  the  execution hereof.


SECTION   11.03.   Opinion  of Counsel  to be Given to Trustee.


The Trustee,  subject  to the provisions   of Sections  6.01  and  6.02,  shall  receive,  in addition   to  the  Opinion   of  Counsel   required   by  Section   9.05,   an   Opinion   of  Counsel   as conclusive    evidence    that   any   consolidation,     merger,   sale,   conveyance,    transfer    or   other disposition,   and any assumption,   permitted   or required  by the terms  of this  Article  XI complies with the provisions  of this Article  XI.




ARTICLE  XII
SATISFACTION   AND DISCHARGE   OF INDENTURE 


SECTION   12.01.  Discharge  of Indenture.


When   (a)  the  Company   shall  deliver   to  the  Trustee   for  cancellation    all  Debt Securities   theretofore    authenticated    (other   than   any  Debt   Securities   which   shall  have  been destroyed,  lost or stolen  and which  shall have been  replaced  or paid  as provided  in Section  2.06) and not theretofore  canceled,  or (b) all the Debt  Securities  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  one year or are to be called  for redemption   within  one year under arrangements   satisfactory  to the Trustee  for the giving  of notice  of redemption,   and the Company 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 Debt  Securities  (other  than  any Debt Securities  which  shall  have been  destroyed,  lost or stolen  and which  shall  have been  replaced  or paid  as  provided   in  Section   2.06)  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  Debt Securities  (1)  theretofore   repaid  to the  Company  in accordance   with  the  provisions   of  Section 12.04, or (2) paid 

	
			
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to any state or to the District  of Columbia  pursuant  to its unclaimed  property  or similar  laws,  and if in the case  of either  clause  (a) or clause  (b) the  Company   shall  also pay  or cause  to  be paid  all other  sums  payable  hereunder   by  the  Company,   then  this  Indenture   shall cease  to be of  further  effect  except  for the provisions   of  Sections  2.05,   2.06,  3.01,    3.02,   3.04, 6.06,  6.09  and  12.04  hereof,  which  shall  survive  until  such  Debt  Securities   shall  mature  or are redeemed,   as the  case  may  be,  and  are  paid  in full.  Thereafter,   Sections   6.06,  6.09   and  12.04 shall  survive,   and  the  Trustee,   on  demand   of  the  Company    accompanied    by  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,  and at  the   cost   and   expense    of   the   Company,    shall   execute   proper   instruments    acknowledging satisfaction   of  and  discharging    this  Indenture,   the  Company,   however,   hereby   agreeing   to reimburse  the  Trustee  for any  costs  or expenses  thereafter  reasonably   and properly  incurred  by the Trustee  in connection  with this Indenture  or the Debt  Securities.


SECTION   12.02.  Deposited  Moneys  to be Held in Trust by Trustee.


Subject  to the provisions   of Section  12.04,  all moneys  deposited  with  the Trustee pursuant  to Section  12.01  shall be held in trust and applied  by it to the payment,  either directly  or through  any  Paying  Agent  (including   the  Company  if acting  as its  own  Paying  Agent),  to the holders   of  the  particular   Debt  Securities   for  the  payment   of  which   such  moneys   have  been deposited   with   the  Trustee,   of  all  sums  due  and  to  become   due  thereon   for  principal,   and premium,  if any, and interest.


SECTION   12.03.    Paying  Agent  to Repay  Moneys  Held.


Upon  the satisfaction  and discharge  of this Indenture,  all moneys  then held by any Paying   Agent   of  the  Debt   Securities   (other   than   the  Trustee)   shall,   upon   demand   of  the Company,  be repaid  to the  Company  or paid  to the Trustee,  and  thereupon   such  Paying  Agent shall be released  from all further  liability  with respect  to such moneys.


SECTION   12.04.    Return  of Unclaimed  Moneys.


Any  moneys   deposited   with  or  paid  to  the  Trustee   or  any  Paying   Agent   for payment  of the principal  of, and premium,   if any, or interest  on Debt  Securities  and not applied but  remaining   unclaimed   by  the  holders  of  Debt  Securities   for  two  years  after  the  date  upon which  the principal  of, and premium,  if any, or interest  on such Debt  Securities,  as the case may be,  shall have  become  due  and payable,  shall  be repaid  to the Company  by the Trustee  or such Paying  Agent  on written  demand;  and  the holder  of any  of the Debt  Securities   shall  thereafter look only to the Company  for any payment  which  such holder  may  be entitled  to collect  and  all liability  of the Trustee  or such Paying  Agent with respect  to such moneys  shall thereupon  cease.




ARTICLE  XIII
IMMUNITY   OF INCORPORATORS, STOCKHOLDERS,OFFICERS  AND DIRECTORS 


SECTION   13.01.    Indenture  and Debt  Securities  Solely Corporate  Obligations.


No recourse  for the payment  of the principal  of or premium,   if any, or interest  on any  Debt  Security,   or  for  any  claim  based   thereon   or  otherwise   in  respect   thereof,  and  no recourse  under  or upon  any obligation,  covenant  or agreement  of the Company  in this Indenture or in any supplemental   indenture,  or in any such Debt  Security,  or because  of the creation  of any indebtedness   represented   thereby,  shall  be  had  against  any  incorporator,   stockholder,   officer, director,   employee   or  agent,   as  such,   past,  present   or  future,   of  the  Company    or  of  any predecessor  or successor  corporation  of the Company,  

	
			
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either  directly  or through  the Company  or any successor  corporation   of the Company,  whether  by virtue  of any constitution,   statute  or rule of  law,  or by  the  enforcement   of  any  assessment   or  penalty   or  otherwise;   it being  expresslyunderstood   that  all such  liability  is hereby  expressly  waived  and released  as a condition  of, and as a consideration   for, the execution  of this Indenture  and the issue of the Debt  Securities




ARTICLE XIV 
MISCELLANEOUS PROVISIONS


SECTION   14.01.    Successors.


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


SECTION  14.02.   Official  Acts by Successor  Entity.


Any act or proceeding   by any provision  of this Indenture  authorized  or required  to be done or performed  by any board,  committee  or officer  of the Company  shall and may be done and performed  with like force and effect by the like board,  committee,  officer  or other authorized Person  of any entity that shall at the time be the lawful successor  of the Company.


SECTION   14.03.    Surrender  of Company  Powers.


The  Company  by instrument   in writing  executed  by authority  of 2/3  (two-thirds) of its Board  of Directors  and delivered  to the Trustee  may  surrender  any of the powers  reserved to  the  Company   and  thereupon   such  power   so  surrendered   shall   terminate   both   as  to  the Company  and as to any permitted  successor.


SECTION  14.04.    Addresses  for Notices,  etc.


Any  notice  or  demand  which  by  any  provision   of  this  Indenture   is required   or permitted  to be given or served  by the Trustee  or by the Securityholders   on the Company  may be given  or served  in writing,  duly  signed  by the party  giving  such  notice,  and  shall  be delivered, telecopied  (which  telecopy  shall be followed  by notice  delivered  or mailed  by first class mail)  or mailed  by first class mail to the Company  at:
Central  Bancorp,  Inc.
4555 W.  Walnut  Street
Garland,  Texas 75042
Attention:   Keith Ward


Any  notice,  direction,  request  or demand  by any  Securityholder   or the  Company to or upon the Trustee  shall be deemed  to have  been sufficiently  given  or made,  for all purposes, if given or made  in writing  at the office of JPMorgan  Chase Bank, National  Association   at:


600 Travis  Street, 50th Floor
Houston,  Texas 77002
Attn: Worldwide  Securities  Services  -  Central  Bancorp  Statutory  Trust  I


SECTION  14.05.  Governing  Law.

	
			
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This  Indenture  and the Debt  Securities  shall  each be governed  by, and construed in  accordance   with,  the  laws  of  the  State  of  New  Y ork,  without   regard   to  conflict  of  laws principles  of said State other than Section  5-1401  of the New York General  Obligations  Law.


SECTION  14.06.    Evidence  of Compliance  with Conditions  Precedent.


Upon  any  application   or  demand  by  the  Company   to  the  Trustee   to  take  any action under  any of the provisions  of this Indenture,  the Company  shall  furnish  to the Trustee  an Officers'  Certificate   stating  that  in the  opinion  of  the  signers  all conditions   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 have been  complied  with  (except  that no such Opinion  of Counsel  is required  to be furnished  to the Trustee  in connection   with  the authentication   and issuance  of Debt  Securities  issued  on the date ofthis  Indenture).


Each  certificate   or  opinion  provided   for  in  this  Indenture   and  delivered   to  the Trustee  with  respect  to compliance   with  a condition  or covenant  provided   for in this  Indenture (except  certificates   delivered   pursuant   to  Section   3.05)  shall  include   (a)  a  statement   that  the person making  such certificate   or opinion  has read such covenant  or condition  and the definitions relating   thereto;   (b)  a  brief   statement   as  to  the  nature   and  scope   of  the   examination    or investigation  upon  which  the statements  or opinions  contained  in such  certificate  or opinion  are based;  (c) a statement  that,  in the opinion  of such person,  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 (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


SECTION 14.07.     Non-Business Days.


Notwithstanding  anything  to  the  contrary  contained  herein,  if  any  Interest Payment Date, other than on the Maturity Date, any Redemption Date or the Special Redemption Date, falls on a day that is not a Business Day, then any interest payable will be paid on, and such Interest Payment Date will be moved to, the next succeeding Business Day, and additional interest will accrue for each day that such payment is delayed as a result thereof.  If the Maturity Date,  any Redemption Date or the Special Redemption Date falls on a day that is not a Business Day, then the principal, premium, if any, and/or interest payable on such date will be paid on the next succeeding Business Day, and no additional interest will accrue in respect of such payment made on such next succeeding Business Day.


SECTION 14.08.   Table of Contents, Headings, etc.


The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


SECTION 14.09.   Execution in Counterparts.


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


SECTION 14.10.   Severabilitv.



	
			
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In case any one or more of the provisions contained in this Indenture or in the Debt Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such  invalidity,  illegality  or  unenforceability  shall  not  affect  any  other  provisions  of  this Indenture or  of  such Debt  Securities, but  this  Indenture and  such Debt  Securities  shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


SECTION 14.11.   Assignment.


Subject to Article XI, the Company will have the right at all times to assign any of its rights or obligations under this Indenture and the Debt Securities to a direct or indirect wholly owned Subsidiary of the Company; provided, however, that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing,  this Indenture is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns.  This Indenture may not otherwise be assigned by the parties thereto.


SECTION 14.12.   Acknowledgment of Rights.


The Company acknowledges that, with respect to any Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debt Securities held as the assets of the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of the Trust have  so  directed  in  writing  such  Institutional  Trustee,  a  holder  of  record  of  such  Capital Securities may to the fullest extent permitted by law institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without  first instituting any legal proceedings against such Institutional Trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the  failure of the  Company to pay  interest  (or premium,  if  any) or principal on the Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the  Company for enforcement of payment  to such holder  directly of the principal of (or premium, if any) or interest on the Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debt Securities.


ARTICLE  XV 
SUBORDINATION   OF DEBT  SECURITIES


SECTION   15.01.   Agreement  to Subordinate.


The  Company  covenants   and  agrees,  and  each  holder  of Debt  Securities   issued hereunder    and   under   any   supplemental     indenture    (the   "Additional    Provisions")    by   such Securityholder's   acceptance  thereof  likewise  covenants  and  agrees,  that  all Debt  Securities  shall be  issued  subject  to  the  provisions   of  this  Article  XV;  and  each  holder   of  a  Debt  Security, whether   upon  original  issue  or  upon  transfer  or  assignment   thereof,  accepts  and  agrees  to be bound  by such provisions.


The payment  by the Company  of the payments  due  on all Debt Securities issued hereunder and under any Additional Provisions shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred.

	
			
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No provision of this Article XV shall prevent the occurrence of any Default or
Event of Default hereunder.


SECTION 15.02.   Default on Senior Indebtedness.


In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company following any applicable grace period, or in the event that the maturity of any Senior Indebtedness of the Company has been accelerated because of a default, and such acceleration has not been rescinded or canceled and such Senior Indebtedness has not been paid in full, then, in either case, no payment shall be made by the Company with respect to the payments due on the Debt Securities.


In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.02, such payment shall, subject to Section 15.06, be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.


SECTION 15.03.   Liquidation; Dissolution; Bankruptcy.


Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,   insolvency,   receivership   or other  proceedings,   all  amounts  due  upon  all Senior Indebtedness   of  the  Company   shall  first  be  paid  in  full,  or  payment   thereof  provided   for  in money  in accordance  with  its terms,  before  any payment  is made  by the Company  on the Debt Securities;   and  upon  any  such  dissolution   or winding-up   or  liquidation   or reorganization,    any payment  by  the  Company,   or distribution   of assets  of the  Company   of  any  kind  or character, whether  in cash,  property  or  securities,   to which  the  Securityholders   or  the  Trustee  would  be entitled  to receive  from the Company,  except  for the provisions  of this Article  XV, shall be paid by the  Company,   or by  any  receiver,  trustee  in bankruptcy,   liquidating   trustee,  agent  or  other Person  making  such payment  or distribution,   or by the Securityholders   or by the Trustee  under this  Indenture   if received   by  them  or  it,  directly  to  the holders  of  Senior  Indebtedness   of  the Company  (pro rata to such holders  on the basis of the respective  amounts  of Senior Indebtedness held by such holders,  as calculated  by the Company)  or their representative   or representatives,   or to the trustee  or trustees  under  any indenture  pursuant  to which  any instruments  evidencing  such Senior Indebtedness  may have been  issued, as their respective  interests  may  appear,  to the extent necessary  to pay such Senior  Indebtedness  in full, in money  or money's  worth,  after giving  effect to  any  concurrent   payment   or  distribution   to  or  for the  holders  of  such  Senior  Indebtedness, before  any payment  or distribution  is made to the Securityholders.


In the  event  that,  notwithstanding   the  foregoing,   any  payment  or distribution   of assets   of  the  Company   of  any  kind   or  character,   whether   in  cash,  property   or  securities, prohibited  by the foregoing,   shall  be received  by the Trustee  before  all Senior  Indebtedness   of the Company  is paid in full,  or provision  is made for such payment  in money  in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over  or  delivered  to  the  holders  of  such  Senior  Indebtedness  or  their  representative  or representatives,  or  to  the  trustee  or  trustees  under  

	
			
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any  indenture  pursuant  to  which  any instruments evidencing such Senior Indebtedness may have been  issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the  extent necessary to pay  such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.


For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of  the  Company  or  any  other  corporation  provided  for  by  a  plan  of  reorganization  or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with  respect  to  the  Debt  Securities to  the  payment of  all  Senior  Indebtedness  of  the Company, that may at the time be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (b) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or other disposition of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XI  of  this  Indenture  shall  not  be deemed  a  dissolution, winding-up,  liquidation  or reorganization for the purposes of this Section 15.03  if such other corporation shall, as a part of such consolidation,  merger,  conveyance or  transfer,  comply  with  the  conditions  stated  in Article XI of this Indenture.  Nothing in Section  15.02  or in this Section  15.03  shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06  of this Indenture.


SECTION 15.04.   Subrogation.


Subject to the payment in full of all Senior Indebtedness of the Company, the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until all payments due on the Debt Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the  Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debt Securities be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It  is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Debt Securities,  on the one hand, and the holders of such Senior Indebtedness, on the other hand.


Nothing  contained  in  this  Article  XV  or  elsewhere  in  this  Indenture,  any Additional Provisions or in the Debt Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debt Securities all payments on the Debt Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debt Securities and creditors of the Company, other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of any Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.



	
			
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Upon any payment or distribution of assets of the Company referred to in this Article XV,  the  Trustee,  subject to  the provisions  of  Article  VI of  this  Indenture,  and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction  in which such dissolution, winding-up, liquidation or reorganization proceedings  are pending,  or  a  certificate  of  the  receiver,  trustee  in bankruptcy,  liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.


SECTION 15.05.   Trustee to Effectuate Subordination.


Each Securityholder by such Securityholder's acceptance thereof authorizes and directs the Trustee on such Securityholder's behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XV and appoints the Trustee such Securityholder's attorney-in-fact for any and all such purposes.


SECTION 15.06.   Notice by the Company.


The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Trustee  in respect of the Debt Securities pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture or any Additional Provisions,  the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions  of this Article  XV, unless  and until a Responsible  Officer  of the Trustee  at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 15.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes 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.


The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or herself  to be  a holder of  Senior Indebtedness  of  the  Company  (or  a  trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative  on behalf  of any  such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such 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 XV, 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.



	
			
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SECTION 15.07.   Rights of the Trustee, Holders of Senior Indebtedness.


The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it, to the same extent as any  other  holder   of  Senior   Indebtedness,    and  nothing   in  this  Indenture   or  any  Additional Provisions  shall deprive  the Trustee  of any of its rights as such holder.


With  respect  to the holders  of Senior  Indebtedness   of the  Company,  the Trustee undertakes  to perform  or to observe  only such of its covenants  and obligations   as are specifically set forth in this Article  XV,  and no implied  covenants  or obligations   with respect  to the holders of such Senior Indebtedness   shall be read into this Indenture  or any Additional  Provisions  against the Trustee.  The Trustee  shall not owe or be deemed  to owe any fiduciary  duty to the holders  of such  Senior   Indebtedness   and,  subject  to  the  provisions   of  Article   VI  of  this  Indenture,   the Trustee  shall not be liable  to any holder of such Senior Indebtedness   if it shall pay over or deliver to Securityholders,    the  Company  or any  other  Person  money  or assets  to which  any  holder  of such Senior Indebtedness   shall be entitled  by virtue of this Article  XV or otherwise.


Nothing  in this  Article  XV  shall  apply  to claims  of, or payments   to, the Trustee under or pursuant  to Section  6.06.


SECTION  15.08.  Subordination   May Not Be Impaired.


No  right   of  any  present   or  future   holder   of  any  Senior   Indebtedness    of  the Company  to enforce  subordination   as herein provided   shall at any time in any way be prejudiced or impaired  by any act or failure to act on the part of the Company,  or by any act or failure  to act, in good  faith,  by  any  such  holder,  or by any noncompliance   by the  Company,  with  the terms, provisions   and covenants   of this  Indenture,  regardless  of any  knowledge   thereof  that  any  such holder may have or otherwise  be charged  with.


Without  in any way limiting  the generality  of the foregoing  paragraph,  the holders of  Senior  Indebtedness   of  the  Company  may,  at any  time  and  from  time  to time,  without  the consent  of or notice  to the Trustee  or the Securityholders,   without  incurring  responsibility   to the Securityholders   and without  impairing  or releasing   the subordination   provided  in this Article  XV or the obligations   hereunder  of the holders  of the Debt  Securities  to the  holders  of such  Senior Indebtedness,   do  any  one  or more  of the  following:   (a)  change  the  manner,  place  or terms  of payment   or  extend  the  time  of  payment   of,  or  renew  or  alter,  such  Senior  Indebtedness,    or otherwise    amend  or  supplement   in  any  manner   such  Senior   Indebtedness   or  any  instrument evidencing   the  same  or  any  agreement   under  which  such  Senior  Indebtedness   is outstanding; (b) sell,  exchange,  release  or otherwise  deal with  any property  pledged,  mortgaged  or otherwise securing  such Senior  Indebtedness;   (c) release  any Person  liable in any manner  for the collection of such  Senior  Indebtedness;   and  (d) exercise  or refrain  from  exercising   any  rights  against  the Company,  and any other Person.


JPMorgan  Chase  Bank,  National  Association,   in its capacity  as Trustee,  hereby accepts  the trusts  in this Indenture  declared  and provided,  upon  the terms  and conditions  herein above set forth.IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.



	
			
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.


























































	
			
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IN  WITNESS   WHEREOF,  the  parties  hereto  have  caused  this  Indenture   to  be duly executed  by their respective  officers  thereunto  duly  authorized,  as of the day and year first above written.
























	
			
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EXHIBIT  A


FORM OF JUNIOR SUBORDINATED DEBT SECURITY
DUE2035


[FORM OF FACE OF SECURITY]


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  BY  ITS  ACCEPTANCE HEREOF  AGREES TO  OFFER, SELL OR OTHERWISE TRANSFER  SUCH  SECURITY 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)  TO  A  "NON U.S. PERSON"  IN  AN   "OFFSHORE  TRANSACTION"  PURSUANT   TO  REGULATION   S UNDER THE SECURITIES ACT, (D) 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) OR (7) OF RULE 501  UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY 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, 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 CLAUSES (D) OR (E) 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 BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


THE HOLDER  OF THIS  SECURITY BY ITS ACCEPTANCE  HEREOF  AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.


THE HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  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 THEREIN,     UNLESS    SUCH    PURCHASER     OR   HOLDER     



	
			
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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   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  THEREIN  WILL  BE DEEMED  TO HA VE REPRESENTED   BY ITS PURCHASE   AND HQLDING  THEREOF  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   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   COMPANY    AND   TRUSTEE    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 BLOCKS   HA YING   A   PRINCIPAL    AMOUNT    OF  NOT   LESS   THAN    $100,000    AND MULTIPLES   OF $1,000   IN EXCESS  THEREOF.   ANY ATTEMPTED   TRANSFER   OF THIS SECURITY   IN  A  BLOCK   HA YING  A  PRINCIPAL   AMOUNT   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    FOR   ANY   PURPOSE,    INCLUDING,    BUT   NOT   LIMITED   TO,   THE RECEIPT    OF    DISTRIBUTIONS      ON    THIS    SECURITY,      AND    SUCH    PURPORTED TRANSFEREE   SHALL  BE  DEEMED  TO  HAVE  NO  INTEREST   WHATSOEVER    IN THIS SECURITY.


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.        THIS      OBLIGATION       IS SUBORDINATED   TO THE  CLAIMS  OF DEPOSITORS   AND  THE  CLAIMS  OF GENERAL AND  SECURED   CREDITORS   OF  THE  COMPANY,   IS  INELIGIBLE    AS  COLLATERAL FOR   A  LOAN   BY   THE   COMP ANY   OR  ANY   OF  ITS  SUBSIDIARIES    AND   IS  NOT SECURED.


Form of Junior  Subordinated  Debt Security  due 2035 of
Central  Bancorp,   Inc.


Central  Bancorp,  Inc.,  a bank  holding  company  incorporated   in Texas  (the  "Company"), for  value  received  promises   to pay  to JPMorgan   Chase  Bank,  National   Association,   not  in its individual   capacity  but  solely  as  Institutional   Trustee   for Central  Bancorp   Statutory  Trust  I,  a Delaware   statutory  trust  (the  "Holder"),   or registered   assigns,  the principal   sum  of Twenty  Six Million  Eight  Hundred  Five  Thousand  Dollars  on March   15,   2036  and  to pay  interest  on  said principal  sum from December  27, 2005,  or from the most recent  interest  payment  date (each such date, an "Interest  Payment  Date")  to which  interest  has been  paid  or duly provided  for, quarterly (subject   to  deferral   as  set  forth  herein)  in  arrears  on  March   15,   June   15,   September    15   and December   15   



	
			
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of  each  year  commencing   March   15, 2006,  at  the  rate  of  6.255%   (the  "Fixed Rate")  per annum  until March  15,  2011   (the ''Fixed  Rate Period'')  and thereafter  at a variable  per annum  rate  equal  to LIBOR  (as defined  in the Indenture)  plus  1.40%  (the  ''Variable   Rate"  and together  with  the Fixed  Rate  the  "Interest  Rate'')  (provided,   however,   that  the  Interest  Rate  for any Interest  Payment  Period  may not exceed  the highest  rate permitted  by New  York  law, as the same  may  be modified  by United  States  law of general  applicability)   until  the principal  hereof shall  have become  due  and payable,  and on any overdue  principal  and  (without  duplication   and to the extent  that payment  of such  interest  is enforceable  under  applicable   law)  on any  overdue installment   of  interest   at  an  annual  rate  equal  to  the  Interest   Rate   in  effect   for  each  such Extension   Period   compounded    quarterly.    The   amount   of  interest   payable   on  any   Interest Payment  Date  shall be computed  during  the Fixed  Rate Period  on the basis  of a 360-day  year of twelve   30-day  months  and  the amount  payable  for any partial  period  shall  be computed   on the basis of the number  of days elapsed  in a 360 day year of twelve  30 day months,  and thereafter  on the basis of a 360-day  year and the actual number  of days elapsed  in the relevant  interest  period.
Notwithstanding    anything  to the contrary  contained  herein,  if any Interest Payment Date, other
than on the Maturity Date, any Redemption Date or the Special Redemption Date, falls on a day that is not a Business Day, then any interest payable will be paid on, and such Interest Payment Date will be moved to, the next succeeding Business Day, and additional interest will accrue for each day that such payment is delayed as a result thereof.  If the Maturity Date, any Redemption Date or the Special Redemption Date falls on a day that is not a Business Day, then the principal, premium,  if any,  and/or interest payable on such date will be paid  on the next  succeeding Business Day, and no additional interest will accrue in respect of such payment made on such next succeeding Business Day.  The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date wiU, as provided in the Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, except that interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such regular record date and may be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Debt Securities not less than 10  days prior to such special record date,  all  as  more  fully  provided   in  the  Indenture.   The  principal   of  and  interest   on  this  Debt Security  shall be payable  at the office  or agency  of the Trustee  (or other Paying  Agent  appointed by  the  Company)   maintained   for that  purpose  in any  coin  or currency   of the  United  States  of America  that  at the  time  of payment   is  legal  tender  for payment   of public   and  private  debts; provided,  however,  that payment  of interest  may be made at the option  of the Company  by check mailed  to the registered  holder  at such address  as shall appear  in the Debt  Security  Register  or by wire transfer  or immediately   available  funds to an account  appropriately   designated  by the holder hereof.  Notwithstanding    the  foregoing,   so  long   as  the  holder   of  this  Debt   Security   is  the Institutional   Trustee,  payment  of the principal  of and premium,  if any,  and interest  on this Debt Security   shall  be  made   in  immediately   available   funds  when  due  at  such  place  and  to  such account  as may  be designated   by the Institutional   Trustee.  All payments   in respect  of this Debt Security  shall be payable  in any coin or currency  of the United  States  of America  that  at the time of payment  is legal tender  for payment  of public  and private  debts.


Upon  submission   of Notice  (as  defined  in the  Indenture)   and  so  long  as  it is acting  in good   faith,   and  so  long   as  no  Event   of  Default   pursuant   to  paragraphs    (c),   (e)  or  (f)  of Section  5.01  of the Indenture  has occurred  and is continuing,   the Company  shall  have  the right, from time to time and without causing an Event of Default, to defer payments of interest on the Debt Securities by extending the interest distribution period on the Debt Securities at any time and from time to time during the term of the Debt Securities, for up to 20 consecutive quarterly periods (each such extended interest distribution period, an 



	
			
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"Extension Period"), during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any Extension Period, interest will continue to accrue on the Debt Securities, and  interest on  such accrued interest (such  accrued interest  and  interest thereon referred to herein as "Deferred Interest") will accrue at an annual rate equal to the Interest Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however, that no Extension Period may extend beyond the Maturity Date, any Redemption Date (to the extent redeemed), or any Special Redemption Date; and provided, further, however, during any such Extension Period, the Company may not (i) declare or pay  any dividends  or distributions  on,  or redeem, purchase,  acquire, or make  a liquidation  payment with  respect  to, any  of  the  Company's  capital  stock  or  (ii)  make  any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities or (iii) make any payment under any guarantees of the Company that rank in all respects pari passu with or junior in respect to the Capital Securities Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock),  as  consideration  in  an  acquisition  transaction  entered  into  prior  to  the  applicable Extension Period, (b) as a result of any exchange, reclassification, combination or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's  indebtedness   for any class  or series  of the Company's  capital  stock,  (c) the purchase of  fractional   interests   in shares  of  the  Company's   capital  stock  pursuant   to  the  conversion   or exchange  provisions   of such capital  stock  or the security  being  converted   or exchanged,   (d) any declaration   of  a dividend   in connection   with  any  stockholder's   rights  plan,  or  the  issuance   of rights,   stock   or  other   property   under   any  stockholder'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 Extension  Period,  the Company  may  further  extend  such  Extension  Period;  provided,  that  no  Extension  Period (including all previous and further consecutive extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each installment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. The Company must give the Trustee notice of its election to begin or extend an Extension Period no later than the regular record date applicable to the next succeeding Interest Payment Date.


The  indebtedness  evidenced by  this  Debt  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 Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debt 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 action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such holder's attorney-in-fact for any and all such purposes. Each holder hereof, by such holder's acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior 



	
			
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Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.


The   Company   waives   diligence,   presentment,   demand   for   payment,   notice   of nonpayment, notice of protest, and all other demands and notices.


This Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to and shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee.


The provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.


[FORM  OF REVERSE  OF SECURITY]


This  Debt  Security  is one of a duly  authorized  series  of Debt  Securities  of the Company, all issued  or to be  issued  pursuant  to an Indenture  (the  "Indenture"),   dated  as of December   27, 2005,  duly  executed  and delivered  between  the Company  and JPMorgan   Chase  Bank,  National Association,    as  Trustee   (the  "Trustee"),   to  which  Indenture   and  all  indentures   supplemental thereto  reference  is hereby  made  for a description  of the rights,  limitations  of rights,  obligations, duties  and  immunities   thereunder   of  the  Trustee,  the  Company   and  the  holders   of  the  Debt Securities  (referred  to herein  as the "Debt  Securities")  of which  this Debt  Security  is a part.  The summary  of the terms of this Debt Security  contained  herein  does not purport  to be complete  and is qualified  by reference  to the Indenture.


Upon  the occurrence  and continuation   of a Tax Event,  an Investment   Company  Event  or a Capital  Treatment   Event  (each  a "Special  Event"),  this  Debt  Security   may  become   due  and payable,   in whole  or in part,  at any time,  within  90 days  following  the occurrence   of such  Tax Event,  Investment  Company  Event  or Capital  Treatment  Event  (the "Special   Redemption  Date"), as the case may be, at the Special  Redemption  Price.


The  Company  shall  also have  the right  to redeem  this Debt  Security  at the option  of the Company,  in whole  or in part,  on any March  15,  June  15,   September   15   or December   15 on or after March  15,  2011   (a "Redemption   Date"),  at the Redemption  Price.


Any redemption  pursuant  to the preceding  paragraph  will be made,  subject  to the receipt by  the  Company   of  prior   approval   from  any  regulatory   authority   with  jurisdiction    over  the Company  if such approval  is then required  under  applicable  capital  guidelines  or policies  of such regulatory   authority,   upon  not  less  than  30  days'  nor  more  than  60  days'  notice.  If  the Debt Securities are only partially redeemed by the Company, the Debt Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee.


"Redemption Price" means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities to the Redemption Date.


"Special Redemption Price" means, with respect to the redemption of any Debt Security following a Special Event, an amount in cash equal to 103.525% of the principal amount of Debt Securities to be redeemed prior to March 15,  2007 and thereafter equal to the percentage of the principal amount of the Debt Securities that is specified below for the Special Redemption Date plus, in each case, unpaid interest accrued thereon to the Special Redemption Date:





	
			
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	Special Redemption During the
12-Month Period Beginning March 15
	



Percentage of Principal Amount

	2007
	

103.140%

	2008
	102.355
	%

	2009
	101.57
	%

	2010
	100.785%

	2011 and thereafter
	100
	%






In the event ofredemption    of this Debt  Security  in part only,  a new Debt Security  or Debt Securities  for the unredeemed  portion  hereof will be issued in the name of the holder  hereof  upon the cancellation  hereof.


In  certain   cases  where   an  Event  of  Default,   as  defined   in  the  Indenture,   shall  have occurred  and be continuing,   the principal  of all of the Debt  Securities  may  be declared,  and,  in certain   cases,   shall   ipso   facto   become,   due   and   payable,    and   upon   such   declaration    of acceleration   shall  become  due  and  payable,   in  each  case,  in the manner, with the effect and subject to the conditions provided in the Indenture.


The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected thereby, as specified in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debt Securities; provided, however, that no such supplemental indenture shall, among other things, without the consent of the holders of each Debt Security then outstanding and affected thereby (i) change the Maturity Date of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the  maturity or earlier redemption  of any  such Debt Security in accordance with the terms of the Indenture and such Debt Security) or increase the aggregate principal  amount  of  Debt  Securities  then  outstanding,  or  change  any  of  the  redemption provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than United States Dollars, or impair or affect the right of any holder of Debt Securities to institute suit for the payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities, the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding, on behalf of all of the holders of the Debt Securities, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except (a) a default in payments due in respect of any of the Debt Securities, (b) in respect of covenants or provisions of the Indenture which cannot be modified or amended without the consent of the holder of each Debt  Security  affected,  or  (c) in  respect of  the  covenants  of  the  Company  relating  to  its ownership of Common Securities of the Trust. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debt Security.





	
			
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No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay all payments due on this Debt Security at the time and place and at the rate and in the money herein prescribed.
As provided in the  Indenture and subject to certain limitations herein  and therein set forth, this Debt Security is transferable by the registered holder hereof on the Debt Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office or  agency of the Trustee in Houston,  Texas accompanied by  a written  instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder hereof or such holder's attorney duly authorized in writing,  and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.


Prior to due presentment for registration of transfer of this Debt Security, the Company, the Trustee,  any Authenticating Agent,  any Paying  Agent,  any transfer  agent  and the  Debt Security registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing hereon) for the purpose of receiving payment of the principal of and premium,  if any, and interest on this Debt Security and for all other purposes, and neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary.


No recourse shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise,  all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.


The Debt Securities are issuable only in registered certificated form without coupons. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debt Securities are  exchangeable  for  a  like  aggregate  principal  amount  of  Debt  Securities of  a different authorized denomination, as requested by the holder surrendering the same.


All terms used in this Debt Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF {OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).





	
			
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