indenture.htm


    

      
         

        
          
          

          
            

          

        

         

      


      Exhibit
        4.1


      


      


       

      COMMUNITY
        BANCORP.,

      as
        Issuer

      


      


      
 

      INDENTURE

      Dated
        as of October 31, 2007

      


      


      


      WILMINGTON
        TRUST COMPANY,

      as
        Trustee

      


      


      


      


      FIXED/FLOATING
        RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

      


      


      DUE
        2037

      



      
        
          
          

        

        
          
          

          
            

          

        

         

      


      TABLE
        OF CONTENTS

      Page

       

      
        	
                ARTICLE
                  I. DEFINITIONS

                Section
                  1.1. Definitions.

                ARTICLE
                  II. DEBENTURES

                Section
                  2.1. Authentication
                  and
                  Dating

                Section
                  2.2. Form of
                  Trustee’s Certificate of
                  Authentication.

                Section
                  2.3. Form and
                  Denomination of
                  Debentures.

                Section
                  2.4. Execution
                  of
                  Debentures.

                Section
                  2.5. Exchange
                  and Registration of
                  Transfer of Debentures.

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

                Section
                  2.7. Temporary
                  Debentures.

                Section
                  2.8. Payment
                  of Interest and
                  Additional Interest.

                Section
                  2.9. Cancellation
                  of Debentures Paid,
                  etc.

                Section
                  2.10. Computation
                  of
                  Interest.

                Section
                  2.11. Extension
                  of Interest Payment
                  Period.

                Section
                  2.12. CUSIP
                  Numbers.

                ARTICLE
                  III. PARTICULAR COVENANTS OF THE COMPANY

                Section
                  3.1.Payment
                  of Principal, Premium and
                  Interest; Agreed Treatment of the Debentures.

                Section
                  3.2. Offices
                  for Notices and Payments,
                  etc.

                Section
                  3.3. Appointments
                  to Fill Vacancies in
                  Trustee’s Office.

                Section
                  3.4. Provision
                  as to Paying
                  Agent.

                Section
                  3.5. Certificate
                  to
                  Trustee.

                Section
                  3.6. Additional
                  Sums.

                Section
                  3.7. Compliance
                  with Consolidation
                  Provisions.

                Section
                  3.8. Limitation
                  on
                  Dividends.

                Section
                  3.9. Covenants
                  as to the
                  Trust.

                Section
                  3.10. Additional
                  Junior
                  Indebtedness.

                Section
                  3.11. Subsidiary;
                  Insured Depository
                  Institution.

                ARTICLE
                  IV. SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
                  TRUSTEE

                Section
                  4.1. Securityholders’
                  Lists.

                Section
                  4.2. Preservation
                  and Disclosure of
                  Lists.

                Section
                  4.3. Reports
                  by the
                  Company.

                ARTICLE
                  V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                  DEFAULT

                Section
                  5.1. Events of
                  Default.

                Section
                  5.2. Payment
                  of Debentures on Default;
                  Suit Therefor.

                Section
                  5.3. Application
                  of Moneys Collected
                  by Trustee.

                Section
                  5.4. Proceedings
                  by
                  Securityholders.

                Section
                  5.5. Proceedings
                  by
                  Trustee.

                Section
                  5.6.Remedies
                  Cumulative and
                  Continuing; Delay or Omission Not a Waiver.

                Section
                  5.7.Direction
                  of Proceedings and
                  Waiver of Defaults by Majority of Securityholders.

                Section
                  5.8. Notice of
                  Defaults.

                Section
                  5.9. Undertaking
                  to Pay
                  Costs.

                ARTICLE
                  VI. CONCERNING THE TRUSTEE

                Section
                  6.1. Duties and
                  Responsibilities of
                  Trustee.

                Section
                  6.2. Reliance
                  on Documents, Opinions,
                  etc.

                Section
                  6.3. No Responsibility
                  for Recitals,
                  etc.

                Section
                  6.4.Trustee,
                  Authenticating Agent,
                  Paying Agents, Transfer Agents or Registrar May Own
                  Debentures.

                Section
                  6.5. Moneys to
                  be Held in
                  Trust.

                Section
                  6.6. Compensation
                  and Expenses of
                  Trustee.

                Section
                  6.7. Officers’
Certificate
                  as
                  Evidence.

                Section
                  6.8. Eligibility
                  of
                  Trustee.

                Section
                  6.9. Resignation
                  or Removal of
                  Trustee

                Section
                  6.10. Acceptance
                  by Successor
                  Trustee.

                Section
                  6.11. Succession
                  by Merger,
                  etc.

                Section
                  6.12. Authenticating
                  Agents.

                ARTICLE
                  VII. CONCERNING THE SECURITYHOLDERS

                Section
                  7.1. Action by
                  Securityholders.

                Section
                  7.2. Proof of
                  Execution by
                  Securityholders.

                Section
                  7.3. Who Are
                  Deemed Absolute
                  Owners.

                Section
                  7.4.Debentures
                  Owned by Company
                  Deemed Not Outstanding.

                Section
                  7.5. Revocation
                  of Consents; Future
                  Holders Bound.

                ARTICLE
                  VIII. SECURITYHOLDERS’ MEETINGS

                Section
                  8.1. Purposes
                  of
                  Meetings.

                Section
                  8.2. Call of
                  Meetings by
                  Trustee.

                Section
                  8.3. Call of
                  Meetings by Company or
                  Securityholders.

                Section
                  8.4. Qualifications
                  for
                  Voting.

                Section
                  8.5. Regulations.

                Section
                  8.6. Voting.

                Section
                  8.7. Quorum;
                  Actions.

                ARTICLE
                  IX. SUPPLEMENTAL INDENTURES

                Section
                  9.1.Supplemental
                  Indentures without
                  Consent of Securityholders.

                Section
                  9.2.Supplemental
                  Indentures with
                  Consent of Securityholders.

                Section
                  9.3. Effect of
                  Supplemental
                  Indentures.

                Section
                  9.4. Notation
                  on
                  Debentures.

                Section
                  9.5.Evidence
                  of Compliance of
                  Supplemental Indenture to be Furnished to Trustee.

                ARTICLE
                  X. REDEMPTION OF SECURITIES

                Section
                  10.1. Optional
                  Redemption.

                Section
                  10.2. Special
                  Event
                  Redemption.

                Section
                  10.3. Notice of
                  Redemption; Selection
                  of Debentures.

                Section
                  10.4. Payment
                  of Debentures Called for
                  Redemption.

                ARTICLE
                  XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                Section
                  11.1. Company
                  May Consolidate, etc., on
                  Certain Terms.

                Section
                  11.2. Successor
                  Entity to be
                  Substituted.

                Section
                  11.3. Opinion
                  of Counsel to be Given to
                  Trustee.

                ARTICLE
                  XII. SATISFACTION AND DISCHARGE OF INDENTURE

                Section
                  12.1. Discharge
                  of
                  Indenture.

                Section
                  12.2. Deposited
                  Moneys to be Held in
                  Trust by Trustee.

                Section
                  12.3. Paying Agent
                  to Repay Moneys
                  Held.

                Section
                  12.4. Return of
                  Unclaimed
                  Moneys.

                ARTICLE
                  XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                  DIRECTORS

                Section
                  13.1. Indenture
                  and Debentures Solely
                  Corporate Obligations.

                ARTICLE
                  XIV. MISCELLANEOUS PROVISIONS

                Section
                  14.1. Successors.

                Section
                  14.2. Official
                  Acts by Successor
                  Entity.

                Section
                  14.3. Surrender
                  of Company
                  Powers.

                Section
                  14.4. Addresses
                  for Notices,
                  etc.

                Section
                  14.5. Governing
                  Law.

                Section
                  14.6. Evidence
                  of Compliance with
                  Conditions Precedent.

                Section
                  14.7. Table of
                  Contents, Headings,
                  etc.

                Section
                  14.8. Execution
                  in
                  Counterparts.

                Section
                  14.9. Separability.

                Section
                  14.10. Assignment.

                Section
                  14.11. Acknowledgment
                  of
                  Rights.

                ARTICLE
                  XV. SUBORDINATION OF DEBENTURES

                Section
                  15.1. Agreement
                  to
                  Subordinate.

                Section
                  15.2. Default
                  on Senior
                  Indebtedness.

                Section
                  15.3. Liquidation,
                  Dissolution,
                  Bankruptcy.

                Section
                  15.4. Subrogation.

                Section
                  15.5. Trustee
                  to Effectuate
                  Subordination.

                Section
                  15.6. Notice by
                  the
                  Company.

                Section
                  15.7. Rights of
                  the Trustee; Holders of
                  Senior Indebtedness.

                Section
                  15.8. Subordination
                  May Not Be
                  Impaired.

              	
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      Exhibit
        A                      Form
        of Fixed/Floating Rate Junior Subordinated Deferrable Interest
        Debenture

      Exhibit
        B                      Form
        of Certificate to Trustee

      Exhibit
        C                      Form
        of Quarterly Report

      


      



      
         

        
          
            

          

        

         

      


      THIS
        INDENTURE, dated as of October 31, 2007, between Community Bancorp., a
        Vermont corporation (the “Company”), and Wilmington Trust Company, a
        Delaware banking corporation, as debenture trustee (the
“Trustee”).

       

      WITNESSETH:

       

      WHEREAS,
        for its lawful corporate purposes, the Company has duly authorized the issuance
        of its Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
        due 2037 (the “Debentures”) under this Indenture to provide, among other
        things, for the execution and authentication, delivery and administration
        thereof, and the Company has duly authorized the execution of this Indenture;
        and

       

      WHEREAS,
        all acts and things necessary to make this Indenture a valid agreement according
        to its terms, have been done and performed;

       

      NOW,
        THEREFORE, This Indenture Witnesseth:

       

      In
        consideration of the premises, and the purchase of the Debentures 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
        Debentures as follows:

       

      ARTICLE
        I.

       

      DEFINITIONS

       

      Section
        1.1.  Definitions.  

       

      The
        terms
        defined in this Section 1.1 (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 1.1.  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.

       

      “Acceleration
        Event of Default” means an Event of Default under Section 5.1(a), (d),
        (e) or (f), whatever the reason for such Acceleration Event of Default and
        whether it shall be voluntary or involuntary or be effected by operation
        of law
        or pursuant to any judgment, decree or order of any court or any order, rule
        or
        regulation of any administrative or governmental body.

       

      “Additional
        Interest” has the meaning set forth in Section 2.11.

       

      “Additional
        Junior Indebtedness” means, without duplication and other than the
        Debentures, 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 that
        are
        eligible to qualify for Tier 1 capital treatment (or its then equivalent)
        for purposes of the capital adequacy guidelines of the Federal Reserve, 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 Additional Junior Indebtedness
        as Tier 1 capital shall not disqualify it as Additional Junior Indebtedness
        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 now or may hereafter accord Tier 1
        capital treatment (including the Debentures) in excess of the amount which
        may
        qualify for treatment as Tier 1 capital under applicable capital adequacy
        guidelines.

       

      “Additional
        Sums” has the meaning set forth in Section 3.6.

       

      “Affiliate”
        has the same meaning as given to that term in Rule 405 of the Securities
        Act or any successor rule thereunder.

       

      “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.

       

      “Business
        Day” means any day other than a Saturday, Sunday or any other day on which
        banking institutions in New York City or Wilmington, Delaware are permitted
        or
        required by any applicable law or executive order to close.

       

      “Capital
        Securities” means undivided beneficial interests in the assets of the Trust
        which rank paripassu with Common Securities issued by the
        Trust; provided, however, that upon the occurrence and continuance
        of an Event of Default (as defined in the Declaration), 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 enters
        into with Wilmington Trust Company, as guarantee trustee, or other Persons
        that
        operates directly or indirectly for the benefit of holders of Capital Securities
        of the Trust.

       

      “Capital
        Treatment 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 the occurrence of any amendment to, or change (including any announced
        prospective change) in, the laws, rules or regulations of the United States
        or
        any political subdivision thereof or therein, or as the result of 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 Debentures, there is more than an insubstantial risk that
        the
        Company will not, within 90 days of the date of such opinion, be entitled
        to
        treat an amount equal to the aggregate liquidation amount of the Capital
        Securities as “Tier 1 Capital” (or its then equivalent) for purposes of the
        capital adequacy guidelines of the Federal Reserve, as then in effect and
        applicable to the Company (or if the Company is not a bank holding company
        or
        otherwise is not subject to the Federal Reserve’s risk-based capital adequacy
        guidelines, 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 liquidation amount of the
        Capital Securities as Tier l 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;
providedfurther, however, that the distribution of
        Debentures in connection with the liquidation of the Trust 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 rank pari passu with Capital Securities issued by the Trust;
provided, however, that upon the occurrence and continuance of an
        Event of Default (as defined in the Declaration), 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.

       

      “Company”
        means Community Bancorp., a Vermont corporation, and, subject to the provisions
        of Article XI, shall include its successors and assigns.

       

      “Comparable
        Treasury Issue” means with respect to any Special Redemption Date the United
        States Treasury security selected by the Quotation Agent as having a maturity
        comparable to the Fixed Rate Period Remaining Life that would be utilized,
        at
        the time of selection and in accordance with customary financial practice,
        in
        pricing new issues of corporate debt securities of comparable maturity to
        the
        Fixed Rate Period Remaining Life.  If no United States Treasury
        security has a maturity which is within a period from three months before
        to
        three months after the Interest Payment Date in December 2012, the two most
        closely corresponding fixed, non-callable United States Treasury securities,
        as
        selected by the Quotation Agent, shall be used as the Comparable Treasury
        Issue,
        and the Treasury Rate shall be interpolated or extrapolated on a straight-line
        basis, rounding to the nearest month using such securities.

       

      “Comparable
        Treasury Price” means (a) the average of five Reference Treasury Dealer
        Quotations for such Special Redemption Date, after excluding the highest
        and
        lowest such Reference Treasury Dealer Quotations, or (b) if the Quotation
        Agent
        obtains fewer than five such Reference Treasury Dealer Quotations, the average
        of all such Quotations.

       

      “Coupon
        Rate” has the meaning set forth in Section 2.8.

       

      “Debenture”
        or “Debentures” has the meaning stated in the first recital of this
        Indenture.

       

      “Debenture
        Register” has the meaning specified in Section 2.5.

       

      “Declaration”
        means the Amended and Restated Declaration of Trust of the Trust, 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 2.8.

       

      “Determination
        Date” has the meaning set forth in Section 2.10.

       

      “Distribution
        Period” means (i) with respect to interest paid on the first Interest
        Payment Date, the period beginning on (and including) the date of original
        issuance and ending on (but excluding) the Interest Payment Date in December
        2007 and (ii) thereafter, with respect to interest paid on each successive
        Interest Payment Date, the period beginning on (and including) the preceding
        Interest Payment Date and ending on (but excluding) such current Interest
        Payment Date.

       

      “Event
        of Default” means any event specified in Section 5.1, 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, or its
        designated district bank, as applicable, and any successor federal agency
        that
        is primarily responsible for regulating the activities of bank holding
        companies.

       

      “Fixed
        Rate Period Remaining Life” means, with respect to any Debenture, the period
        from the Special Redemption Date for such Debenture to the Interest Payment
        Date
        in December 2012.

       

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

       

      “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 during the term of this Indenture, or if such day
        is not a Business Day, then the next succeeding Business Day (it being
        understood that interest accrues for any such non-Business Day during the
        applicable Distribution Period, beginning on or after December 15, 2012),
        commencing in December 2007.

       

      “Interest
        Rate” means for the Distribution Period beginning on (and including) the
        date of original issuance and ending on (but excluding) the Interest Payment
        Date in December 2012 the rate per annum of 7.56%, and for each Distribution
        Period beginning on or after the Interest Payment Date in December 2012,
        the
        Coupon Rate for such Distribution Period.

       

      “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
        the
        occurrence of a change in law or regulation or written change (including
        any
        announced prospective change) in interpretation or application of law or
        regulation by any legislative body, court, governmental agency or regulatory
        authority, there is more than an insubstantial risk that the Trust is or,
        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 issuance of the
        Debentures.

       

      “Liquidation
        Amount” means the stated amount of $1,000.00 per Trust
        Security.

       

      “Maturity
        Date” means December 15, 2037.

       

      “Officers’
        Certificate” means a certificate signed by the Chairman of the Board, the
        Chief Executive Officer, the Vice Chairman, the President, any Managing Director
        or any Vice President, and by 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 14.6 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 reasonably
        satisfactory to the Trustee.  Each such opinion shall include the
        statements provided for in Section 14.6 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.

       

      The
        term
“outstanding,” when used with reference to Debentures, means, subject to
        the provisions of Section 7.4, as of any particular time, all Debentures
        authenticated and delivered by the Trustee or the Authenticating Agent under
        this Indenture, except:

       

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

       

      (b)           Debentures,
        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, however, that, if such Debentures, or portions
        thereof, are to be redeemed prior to maturity thereof, notice of such redemption
        shall have been given as provided in Section 10.3 or provision satisfactory
        to the Trustee shall have been made for giving such notice; and

       

      (c)           Debentures
        paid pursuant to Section 2.6 or in lieu of or in substitution for which
        other Debentures shall have been authenticated and delivered pursuant to
        the
        terms of Section 2.6 unless proof satisfactory to the Company and the
        Trustee is presented that any such Debentures are held by bona fide holders
        in
        due course.

       

      “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 Debenture means every previous Debenture
        evidencing all or a portion of the same debt as that evidenced by such
        particular Debenture; and, for purposes of this definition, any Debenture
        authenticated and delivered under Section 2.6 in lieu of a lost, destroyed
        or stolen Debenture shall be deemed to evidence the same debt as the lost,
        destroyed or stolen Debenture.

       

      “Primary
        Treasury Dealer” means either a nationally recognized primary United States
        Government securities dealer or an entity of recognized standing in matters
        pertaining to the quotation of treasury securities that is reasonably acceptable
        to the Company and the Trustee.

       

      “Principal
        Office of the Trustee,” or other similar term, means the office of the
        Trustee, at which at any particular time its corporate trust business shall
        be
        principally administered, which at the time of the execution of this Indenture
        shall be Rodney Square North, 1100 North Market Street, Wilmington,
        Delaware  19890-1600, Attention: Corporate Trust
        Administration.

       

      “Quotation
        Agent” means a designee of the Institutional Trustee who shall be a Primary
        Treasury Dealer.

       

      “Redemption
        Date” has the meaning set forth in Section 10.1.

       

      “Redemption
        Price” means 100% of the principal amount of the Debentures being redeemed,
        plus accrued and unpaid interest (including any Additional Interest) on such
        Debentures to the Redemption Date.

       

      “Reference
        Treasury Dealer” means (i) the Quotation Agent and (ii) any other Primary
        Treasury Dealer selected by the Trustee after consultation with the
        Company.

       

      “Reference
        Treasury Dealer Quotations” means, with respect to each Reference Treasury
        Dealer and any Redemption Date, the average, as determined by the Quotation
        Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed
        in each case as a percentage of its principal amount) quoted in writing to
        the
        Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York
        City
        time, on the third Business Day preceding such Redemption Date.

       

      “Responsible
        Officer” means, with respect to the Trustee, any officer within the
        Principal Office of the Trustee, 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
        Trust
        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.

       

      “Reuters
        Page LIBOR01” has the meaning set forth in Section 2.10.

       

      “Securities
        Act” means the Securities Act of 1933, as amended from time to time or any
        successor legislation.

       

      “Securityholder,”
        “holder of Debentures,” or other similar terms, means any Person in whose name
        at the time a particular Debenture is registered on the register kept by
        the
        Company or the Trustee for that purpose in accordance with the terms
        hereof.

       

      “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 all borrowed and purchased money 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; (iv) all obligations of
        the Company for the reimbursement of any letter of credit, any banker’s
        acceptance, 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 Company associated with derivative products such
        as interest and foreign exchange rate contracts, commodity contracts, and
        similar arrangements; (vi) all obligations of the type referred to in
        clauses (i) through (v) above of other Persons for the payment of which the
        Company is responsible or liable as obligor, guarantor or otherwise including,
        without limitation, similar obligations arising from off-balance sheet
        guarantees and direct credit substitutes; and (vii) all obligations of the
        type referred to in clauses (i) through (vi) 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.  Notwithstanding the
        foregoing, “Senior Indebtedness” shall not include (1) any Additional
        Junior Indebtedness, (2) Debentures issued pursuant to this Indenture and
        guarantees in respect of such Debentures, (3) trade accounts payable of the
        Company arising in the ordinary course of business (such trade accounts payable
        being pari passu in right of payment to the Debentures), or
        (4) 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 Debentures and (b) the Company, prior
        to the issuance thereof, has notified (and, if then required under the
        applicable guidelines of the regulating entity, has received approval from)
        the
        Federal Reserve (if the Company is a bank holding company) or the OTS (if
        the
        Company is a savings and loan holding company).  Senior Indebtedness
        shall continue to be Senior Indebtedness and be entitled to the subordination
        provisions irrespective of any amendment, modification or waiver of any term
        of
        such Senior Indebtedness.

       

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

       

      “Special
        Redemption Date” has the meaning set forth in Section 10.2.

       

      “Special
        Redemption Price” means (a) if the Special Redemption Date occurs
        before the Interest Payment Date in December 2012, the greater of
        (i) 107.5% of the principal amount of the Debentures, plus accrued and
        unpaid interest (including Additional Interest) on the Debentures to the
        Special
        Redemption Date, or (ii) as determined by the Quotation Agent, (A) the
        sum of the present values of the scheduled payments of principal and interest
        on
        the Debentures during the Fixed Rate Period Remaining Life of the Debentures
        (assuming the Debentures matured on the Interest Payment Date in December
        2012)
        discounted to the Special Redemption Date on a quarterly basis (assuming
        a
        360-day year consisting of twelve 30-day months) at the Treasury Rate, plus
        (B) accrued and unpaid interest (including Additional Interest) on the
        Debentures to such Special Redemption Date, or (b) if the Special
        Redemption Date occurs on or after the Interest Payment Date in December
        2012,
        100% of the principal amount of the Debentures being redeemed, plus accrued
        and
        unpaid interest (including any Additional Interest) on such Debentures to
        the
        Special Redemption Date.

       

      “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.

       

      “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, field service advice, regulatory procedure, notice or
        announcement, including any notice or announcement of intent to adopt such
        procedures or regulations) (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 Debentures, 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 accrued on the Debentures;
        (ii) interest payable by the Company on the Debentures 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 more than a de minimis amount of other taxes, duties
        or
        other governmental charges.

       

      “3-Month
        LIBOR” has the meaning set forth in Section 2.10.

       

      “Treasury
        Rate” means (i) the yield, under the heading which represents the average
        for the week immediately prior to the date of calculation, appearing in the
        most
        recently published statistical release designated H.15 (519) or any successor
        publication which is published weekly by the Federal Reserve and which
        establishes yields on actively traded United States Treasury securities adjusted
        to constant maturity under the caption “Treasury Constant Maturities,” for the
        maturity corresponding to the Fixed Rate Period Remaining Life (if no maturity
        is within three months before or after the Fixed Rate Period Remaining Life,
        yields for the two published maturities most closely corresponding to the
        Fixed
        Rate Period Remaining Life shall be determined and the Treasury Rate shall
        be
        interpolated or extrapolated from such yields on a straight-line basis, rounding
        to the nearest month) or (ii) if such release (or any successor release)
        is not
        published during the week preceding the calculation date or does not contain
        such yields, the rate per annum equal to the semi-annual equivalent yield
        to
        maturity of the Comparable Treasury Issue, calculated using a price for the
        Comparable Treasury Issue (expressed as a percentage of its principal amount)
        equal to the Comparable Treasury Price for such Special Redemption
        Date.  The Treasury Rate shall be calculated by the Quotation Agent on
        the third Business Day preceding the Special Redemption Date.

       

      “Trust”
        shall mean CMTV Statutory Trust I, a Delaware statutory trust, or any other
        similar trust created for the purpose of issuing Capital Securities in
        connection with the issuance of Debentures under this Indenture, of which
        the
        Company is the sponsor.

       

      “Trust
        Securities” means Common Securities and Capital Securities of the
        Trust.

       

      “Trustee”
        means Wilmington Trust Company, and, subject to the provisions of
        Article VI hereof, shall also include its successors and assigns as Trustee
        hereunder.

       

      ARTICLE
        II.

       

      DEBENTURES

       

      Section
        2.1.  Authentication
        and Dating.  

       

      Upon
        the
        execution and delivery of this Indenture, or from time to time thereafter,
        Debentures in an aggregate principal amount not in excess of $12,887,000.00
        may
        be executed and delivered by the Company to the Trustee for authentication,
        and
        the Trustee, upon receipt of a written authentication order from the Company,
        shall thereupon authenticate and make available for delivery said Debentures
        to
        or upon the written order of the Company, signed by its Chairman of the Board
        of
        Directors, Chief Executive Officer, Vice Chairman, the President, one of
        its
        Managing Directors or one of its Vice Presidents without any further action
        by
        the Company hereunder.  Notwithstanding anything to the contrary
        contained herein, the Trustee shall be fully protected in relying upon the
        aforementioned authentication order and written order in authenticating and
        delivering said Debentures.  In authenticating such Debentures, and
        accepting the additional responsibilities under this Indenture in relation
        to
        such Debentures, the Trustee shall be entitled to receive, and (subject to
        Section 6.1) shall be fully protected in relying upon:

       

      (a)  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 Assistant Secretary of the Company,
        as the
        case may be; and

       

      (b)  an
        Opinion of Counsel prepared in accordance with Section 14.6 which shall
        also state:

       

      (1)  that
        such
        Debentures, when authenticated and delivered by the Trustee and issued by
        the
        Company in each case in the manner and subject to any conditions specified
        in
        such Opinion of Counsel, will constitute valid and legally binding obligations
        of the Company, subject to or limited by applicable bankruptcy, insolvency,
        reorganization, conservatorship, receivership, moratorium and other statutory
        or
        decisional laws relating to or affecting creditors’ rights or the reorganization
        of financial institutions (including, without limitation, preference and
        fraudulent conveyance or transfer laws), heretofore or hereafter enacted
        or in
        effect, affecting the rights of creditors generally; and

       

      (2)  that
        all
        laws and requirements in respect of the execution and delivery by the Company
        of
        the Debentures have been complied with and that authentication and delivery
        of
        the Debentures by the Trustee will not violate the terms of this
        Indenture.

       

      The
        Trustee shall have the right to decline to authenticate and deliver any
        Debentures under this Section if the Trustee, being advised in writing 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
        holders.

       

      The
        definitive Debentures 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 Debentures, as evidenced by their execution of
        such
        Debentures.

       

      Section
        2.2.  Form
        of Trustee’s Certificate of
        Authentication.  

       

      The
        Trustee’s certificate of authentication on all Debentures shall be in
        substantially the following form:

       

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

       

      WILMINGTON
        TRUST COMPANY, as Trustee

       

      

By                                                                

      Authorized
        Signer

       

      Section
        2.3.  Form
        and Denomination of Debentures.  

       

      The
        Debentures shall be substantially in the form of Exhibit A attached
        hereto.  The Debentures shall be in registered, certificated form
        without coupons and in minimum denominations of $100,000.00 and any multiple
        of
        $1,000.00 in excess thereof.  Any attempted transfer of the Debentures
        in a block having an aggregate principal amount of less than $100,000.00
        shall
        be deemed to be void and of no legal effect whatsoever.  Any such
        purported transferee shall be deemed not to be a holder of such Debentures
        for
        any purpose, including, but not limited to the receipt of payments on such
        Debentures, and such purported transferee shall be deemed to have no interest
        whatsoever in such Debentures.  The Debentures 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
        2.4.  Execution
        of Debentures.  

       

      The
        Debentures shall be signed in the name and on behalf of the Company by the
        manual or facsimile signature of its Chairman of the Board of Directors,
        Chief
        Executive Officer, Vice Chairman, President, one of its Managing Directors
        or
        one of its Executive Vice Presidents, Senior Vice Presidents or Vice
        Presidents.  Only such Debentures 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
        signer, 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 Debenture executed by the Company shall be
        conclusive evidence that the Debenture 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 Debentures shall
        cease to be such officer before the Debentures so signed shall have been
        authenticated and delivered by the Trustee or the Authenticating Agent, or
        disposed of by the Company, such Debentures nevertheless may be authenticated
        and delivered or disposed of as though the Person who signed such Debentures
        had
        not ceased to be such officer of the Company; and any Debenture may be signed
        on
        behalf of the Company by such Persons as, at the actual date of the execution
        of
        such Debenture, 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
        Debenture shall be dated the date of its authentication.

       

      Section
        2.5.  Exchange
        and Registration of Transfer of
        Debentures.  

       

      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 3.2, a register (the “Debenture Register”) for the
        Debentures issued hereunder in which, subject to such reasonable regulations
        as
        it may prescribe, the Company shall provide for the registration and transfer
        of
        all Debentures as in this Article II provided.  The Debenture
        Register shall be in written form or in any other form capable of being
        converted into written form within a reasonable time.

       

      Debentures
        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 3.2, 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 Debenture
        or Debentures which the Securityholder making the exchange shall be entitled
        to
        receive.  Upon due presentment for registration of transfer of any
        Debenture at the Principal Office of the Trustee or at any office or agency
        of
        the Company maintained for such purpose as provided in Section 3.2, 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 Debenture for a like
        aggregate principal amount.  Registration or registration of transfer
        of any Debenture by the Trustee or by any agent of the Company appointed
        pursuant to Section 3.2, and delivery of such Debenture, shall be deemed to
        complete the registration or registration of transfer of such
        Debenture.

       

      All
        Debentures 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 the Trustee or the
        Authenticating Agent duly executed by the holder or his attorney duly authorized
        in writing.

       

      No
        service charge shall be made for any exchange or registration of transfer
        of
        Debentures, 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.

       

      The
        Company or the Trustee shall not be required to exchange or register a transfer
        of any Debenture for a period of 15 days next preceding the date of
        selection of Debentures for redemption.

       

      Notwithstanding
        anything herein to the contrary, Debentures may not be transferred except
        in
        compliance with the restricted securities legend set forth below, unless
        otherwise determined by the Company, upon the advice of counsel expert in
        securities law, in accordance with applicable law:

       

      THIS
        SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
        UNITED
        STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL
        DEPOSIT
        INSURANCE CORPORATION.

       

      THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
        SECURITIES LAW.  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 AND ANY APPLICABLE STATE SECURITIES
        LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
        OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
        (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
        UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
        NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
        RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
        (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
        SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
        ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
        INSTITUTIONAL 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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
        RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 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 THE SECURITIES OR
        ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR 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 THE SECURITIES OR ANY INTEREST
        THEREIN WILL BE DEEMED TO HAVE 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 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.

       

      THIS
        SECURITY WILL BE ISSUED AND MAY BE
        TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS
        THAN
        $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY
        ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL
        AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
        EFFECT WHATSOEVER.

       

      THE
        HOLDER OF THIS SECURITY AGREES THAT
        IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

       

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

       

      In
        case
        any Debenture 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 Debenture bearing a number not contemporaneously
        outstanding, in exchange and substitution for the mutilated Debenture, or
        in
        lieu of and in substitution for the Debenture so destroyed, lost or
        stolen.  In every case the applicant for a substituted Debenture 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 evidence to their satisfaction of the destruction, loss or theft
        of
        such Debenture and of the ownership thereof.

       

      The
        Trustee may authenticate any such substituted Debenture and deliver the same
        upon the written request or authorization of any officer of the
        Company.  Upon the issuance of any substituted Debenture, 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 Debenture 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 Debenture, pay or authorize the payment of the same (without
        surrender thereof except in the case of a mutilated Debenture) 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 Debenture and of the ownership
        thereof.

       

      Every
        substituted Debenture issued pursuant to the provisions of this Section 2.6
        by virtue of the fact that any such Debenture is destroyed, lost or stolen
        shall
        constitute an additional contractual obligation of the Company, whether or
        not
        the destroyed, lost or stolen Debenture 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 Debentures duly issued hereunder.  All Debentures
        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 Debentures
        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
        2.7.  Temporary
        Debentures.  

       

      Pending
        the preparation of definitive Debentures, the Company may execute and the
        Trustee shall authenticate and make available for delivery temporary Debentures
        that are typed, printed or lithographed.  Temporary Debentures shall
        be issuable in any authorized denomination, and substantially in the form
        of the
        definitive Debentures in lieu of which they are issued but with such omissions,
        insertions and variations as may be appropriate for temporary Debentures,
        all as
        may be determined by the Company.  Every such temporary Debenture
        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 Debentures.  Without unreasonable delay the Company
        will execute and deliver to the Trustee or the Authenticating Agent definitive
        Debentures and thereupon any or all temporary Debentures may be surrendered
        in
        exchange therefor, at the principal corporate trust office of the Trustee
        or at
        any office or agency maintained by the Company for such purpose as provided
        in
        Section 3.2, and the Trustee or the Authenticating Agent shall authenticate
        and make available for delivery in exchange for such temporary Debentures
        a like
        aggregate principal amount of such definitive Debentures.  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 Debentures shall in all
        respects be entitled to the same benefits under this Indenture as definitive
        Debentures authenticated and delivered hereunder.

       

      Section
        2.8.  Payment
        of Interest and Additional Interest.  

       

      Interest
        at the Interest Rate and any Additional Interest on any Debenture that is
        payable, and is punctually paid or duly provided for, on any Interest Payment
        Date for Debentures shall be paid to the Person in whose name said Debenture
        (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 Additional Interest payable on the Maturity Date shall be paid to the
        Person
        to whom principal is paid.

       

      Each
        Debenture shall bear interest for the period beginning on (and including)
        the
        date of original issuance and ending on (but excluding) the Interest Payment
        Date in December 2012 at a rate per annum of 7.56%, and shall bear interest
        for
        each successive Distribution Period beginning on or after the Interest Payment
        Date in December 2012 at a rate per annum equal to the 3-Month LIBOR, determined
        as described in Section 2.10, plus 2.85% (the “Coupon Rate”),
        applied to the principal amount thereof, until the principal thereof becomes
        due
        and payable, and on any overdue principal and to the extent that payment
        of such
        interest is enforceable under applicable law (without duplication) on any
        overdue installment of interest (including Additional Interest) at the Interest
        Rate in effect for each applicable period compounded
        quarterly.  Interest shall be payable (subject to any relevant
        Extension Period) quarterly in arrears on each Interest Payment Date with
        the
        first installment of interest to be paid on the Interest Payment Date in
        December 2007.

       

      Any
        interest on any Debenture, including Additional Interest, that is payable,
        but
        is not punctually paid or duly provided for, 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 Debentures (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 at least 25 days
        prior
        to the date of the proposed payment of the amount of Defaulted Interest proposed
        to be paid on each such Debenture and the date of the proposed payment, and
        at
        the same time the Company shall deposit with the Trustee an amount of money
        equal to the aggregate amount proposed to be paid in respect of such Defaulted
        Interest or shall make arrangements satisfactory to the Trustee for such
        deposit
        prior to the date of the proposed payment, such money when deposited to be
        held
        in trust for the benefit of the Persons entitled to such Defaulted Interest
        as
        in this clause provided.  Thereupon the Trustee shall fix a special
        record date for the payment of such Defaulted Interest which shall not be
        more
        than 15 nor less than 10 days prior to the date of the proposed payment and
        not
        less than 10 days after the receipt by the Trustee of the notice of the proposed
        payment.  The Trustee shall promptly notify the Company of such
        special record date and, in the name and at the expense of the Company, shall
        cause notice of the proposed payment of such Defaulted Interest and the special
        record date therefor to be mailed, first class postage prepaid, to each
        Securityholder at its address as it appears in the Debenture Register, not
        less
        than 10 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 Debentures (or their respective Predecessor
        Securities) are registered on such special record date and shall be no longer
        payable.

       

      The
        Company may make payment of any Defaulted Interest on any Debentures in any
        other lawful manner after notice given by the Company to the Trustee of the
        proposed payment method; provided, however, the Trustee in its
        sole discretion deems such payment method to be practical.

       

      Any
        interest (including Additional 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 Debentures.

       

      The
        term
“regular record date” as used in this Section shall mean the close of business
        on the 15th Business Day preceding the applicable Interest Payment
        Date.

       

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

       

      Section
        2.9.  Cancellation
        of Debentures Paid, etc.  

       

      All
        Debentures 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 or any Authenticating Agent, shall be promptly
        canceled by it, and no Debentures shall be issued in lieu thereof except
        as
        expressly permitted by any of the provisions of this Indenture.  All
        Debentures canceled by any Authenticating Agent shall be delivered to the
        Trustee.  The Trustee shall destroy all canceled Debentures unless the
        Company otherwise directs the Trustee in writing.  If the Company
        shall acquire any of the Debentures, however, such acquisition shall not
        operate
        as a redemption or satisfaction of the indebtedness represented by such
        Debentures unless and until the same are surrendered to the Trustee for
        cancellation.

       

      Section
        2.10.  Computation
        of Interest.  

       

      The
        amount of interest payable (i) for any Distribution Period commencing on or
        after the date of original issuance but before the Interest Payment Date
        in
        December 2012 will be computed on the basis of a 360-day year of twelve 30-day
        months, and (ii) for the Distribution Period commencing on the Interest
        Payment Date in December 2012 and each succeeding Distribution Period will
        be
        calculated by applying the Interest Rate to the principal amount outstanding
        at
        the commencement of the Distribution Period on the basis of the actual number
        of
        days in the Distribution Period concerned divided by 360.  All
        percentages resulting from any calculations on the Debentures 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)).

       

      (a)  “3-Month
        LIBOR” means the London interbank offered interest rate for three-month,
        U.S. dollar deposits determined by the Trustee in the following order of
        priority:

       

      (1)           the
        rate (expressed as a percentage per annum) for U.S. dollar deposits having
        a
        three-month maturity that appears on Reuters Page LIBOR01 as of 11:00 a.m.
        (London time) on the related Determination Date (as defined
        below).  “Reuters Page LIBOR01” means the display designated as
“LIBOR01” on Reuters or such other page as may replace Reuters Page LIBOR01 on
        that service or such other service or services as may be nominated by the
        British Bankers’ Association as the information vendor for the purpose of
        displaying London interbank offered rates for U.S. dollar deposits;

       

      (2)           if
        such rate cannot be identified on the related Determination Date, the Trustee
        will request the principal London offices of four leading banks in the London
        interbank market to provide such banks’ offered quotations (expressed as
        percentages per annum) to prime banks in the London interbank market for
        U.S.
        dollar deposits having a three-month maturity as of 11:00 a.m. (London
        time) on such Determination Date.  If at least two quotations are
        provided, 3-Month LIBOR will be the arithmetic mean of such
        quotations;

       

      (3)           if
        fewer than two such quotations are provided as requested in clause (2)
        above, the Trustee will request four major New York City banks to provide
        such
        banks’ offered quotations (expressed as percentages per annum) to leading
        European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on
        such Determination Date.  If at least two such quotations are
        provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
        and

       

      (4)           if
        fewer than two such quotations are provided as requested in clause (3)
        above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
        Distribution Period immediately preceding such current Distribution
        Period.

       

      If
        the
        rate for U.S. dollar deposits having a three-month maturity that initially
        appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
        related Determination Date is superseded on the Reuters Page LIBOR01 by a
        corrected rate by 12:00 noon (London time) on such Determination Date, then
        the corrected rate as so substituted on the applicable page will be the
        applicable 3-Month LIBOR for such Determination Date.

       

      (b)           The
        Interest Rate for any Distribution Period will at no time be higher than
        the
        maximum rate then permitted by New York law as the same may be modified by
        United States law.

       

      (c)  “Determination
        Date” means the date that is two London Banking Days (i.e., a business day
        in which dealings in deposits in U.S. dollars are transacted in the London
        interbank market) preceding the particular Distribution Period for which
        a
        Coupon Rate is being determined.

       

      (d)  The
        Trustee shall notify the Company, the Institutional Trustee and any securities
        exchange or interdealer quotation system on which the Capital Securities
        are
        listed, of the Coupon Rate and the Determination Date for each Distribution
        Period, in each case as soon as practicable after the determination thereof
        but
        in no event later than the thirtieth (30th) day of the relevant Distribution
        Period.  Failure to notify the Company, the Institutional Trustee or
        any securities exchange or interdealer quotation system, or any defect in
        said
        notice, shall not affect the obligation of the Company to make payment on
        the
        Debentures at the applicable Coupon Rate.  Any error in the
        calculation of the Coupon Rate by the Trustee may be corrected at any time
        by
        notice delivered as above provided.  Upon the request of a holder of a
        Debenture, the Trustee shall provide the Coupon Rate then in effect and,
        if
        determined, the Coupon Rate for the next Distribution Period.

       

      (e)  Subject
        to the corrective rights set forth above, all certificates, communications,
        opinions, determinations, calculations, quotations and decisions given,
        expressed, made or obtained for the purposes of the provisions relating to
        the
        payment and calculation of interest on the Debentures and distributions on
        the
        Capital Securities by the Trustee or the Institutional Trustee will (in the
        absence of willful default, bad faith and manifest error) be final, conclusive
        and binding on the Trust, the Company and all of the holders of the Debentures
        and the Capital Securities, and no liability shall (in the absence of willful
        default, bad faith or manifest error) attach to the Trustee or the Institutional
        Trustee in connection with the exercise or non-exercise by either of them
        or
        their respective powers, duties and discretion.

       

      Section
        2.11.  Extension
        of Interest Payment Period.  

       

      So
        long
        as no Acceleration Event of Default 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 Debentures by extending the
        interest payment period on the Debentures at any time and from time to time
        during the term of the Debentures, for up to 20 consecutive quarterly
        periods (each such extended interest payment period, an “Extension
        Period”), during which Extension Period no interest (including Additional
        Interest) shall be due and payable (except any Additional Sums that may be
        due
        and payable).  No Extension Period may end on a date other than an
        Interest Payment Date.  During an Extension Period, interest will
        continue to accrue on the Debentures, and interest on such accrued interest
        will
        accrue at an annual rate equal to the Interest Rate in effect for such Extension
        Period, compounded quarterly from the date such interest would have been
        payable
        were it not for the Extension Period, to the extent permitted by law (such
        interest referred to herein as “Additional Interest”).  At the
        end of any such Extension Period the Company shall pay all interest then
        accrued
        and unpaid on the Debentures (together with Additional Interest thereon);
        provided, however, that no Extension Period may extend beyond the
        Maturity Date; providedfurther, however, that during any
        such Extension Period, the Company shall not and shall not permit any Affiliate
        to (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 or such Affiliate’s capital stock (other than payments of dividends or
        distributions to the Company or payments of dividends from direct or indirect
        subsidiaries of the Company to their parent corporations, which also shall
        be
        direct or indirect subsidiaries of the Company) or make any guarantee payments
        with respect to the foregoing or (ii) make any payment of principal of or
        interest or premium, if any, on or repay, repurchase or redeem any debt
        securities of the Company or any Affiliate that rank pari passu in all
        respects with or junior in interest to the Debentures (other than, with respect
        to clauses (i) or (ii) above, (a) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Company in connection with
        any
        employment contract, benefit plan or other similar arrangement with or for
        the
        benefit of one or more employees, officers, directors or consultants, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or in
        connection with the issuance of capital stock of the 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 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 stockholders’ rights plan, or the issuance of
        rights, stock or other property under any stockholders’ rights plan, or the
        redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional
        shares
        issued in connection therewith, (f) payments of principal or interest on
        debt securities or payments of cash dividends or distributions on any capital
        stock issued by an Affiliate that is not, in whole or in part, a subsidiary
        of
        the Company (or any redemptions, repurchases or liquidation payments on such
        stock or securities), or (g) payments under the Capital Securities
        Guarantee).  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
        20 consecutive quarterly periods, or extend beyond the Maturity
        Date.  Upon the termination of any Extension Period and upon the
        payment of all accrued and unpaid interest and Additional Interest, the Company
        may commence a new Extension Period, subject to the foregoing
        requirements.  No interest or Additional Interest shall be due and
        payable during an Extension Period, except at the end thereof, but each
        installment of interest that would otherwise have been due and payable during
        such Extension Period shall bear Additional Interest to the extent permitted
        by
        applicable law.  The Company must give the Trustee notice of its
        election to begin or extend an Extension Period by the close of business
        at
        least 15 Business Days prior to the Interest Payment Date with respect to
        which
        interest on the Debentures would have been payable except for the election
        to
        begin or extend such Extension Period.  The Trustee shall give notice
        of the Company’s election to begin a new Extension Period to the
        Securityholders.

       

      Section
        2.12.  CUSIP
        Numbers.  

       

      The
        Company in issuing the Debentures may use “CUSIP” numbers (if then generally in
        use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption
        as a convenience to Securityholders; provided, however, that any such notice
        may
        state that no representation is made as to the correctness of such numbers
        either as printed on the Debentures or as contained in any notice of a
        redemption and that reliance may be placed only on the other identification
        numbers printed on the Debentures, 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
        numbers.

       

      ARTICLE
        III.

       

      PARTICULAR
        COVENANTS OF THE COMPANY

       

      Section
        3.1.  Payment
        of Principal, Premium and Interest; Agreed Treatment of the
        Debentures.

       

      (a)  The
        Company covenants and agrees that it will duly and punctually pay or cause
        to be
        paid the principal of and premium, if any, and interest and any Additional
        Interest and other payments on the Debentures at the place, at the respective
        times and in the manner provided in this Indenture and the Debentures. Each
        installment of interest on the Debentures may be paid (i) by mailing checks
        for such interest payable to the order of the holders of Debentures entitled
        thereto as they appear on the registry books of the Company if a request
        for a
        wire transfer has not been received by the Company or (ii) by wire transfer
        to any account with a banking institution located in the United States
        designated in writing by such Person to the paying agent no later than the
        related record date.  Notwithstanding the foregoing, so long as the
        holder of this Debenture is the Institutional Trustee, the payment of the
        principal of and interest on this Debenture will be made in immediately
        available funds at such place and to such account as may be designated by
        the
        Institutional Trustee.

       

      (b)  The
        Company will treat the Debentures as indebtedness, and the amounts payable
        in
        respect of the principal amount of such Debentures as interest, for all United
        States federal income tax purposes.  All payments in respect of such
        Debentures will be made free and clear of United States withholding tax to
        any
        beneficial owner thereof that has provided an Internal Revenue Service Form
        W8
        BEN (or any substitute or successor form) establishing its non-United States
        status for United States federal income tax purposes.

       

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

       

      (d)  As
        of the
        date of this Indenture, the Company believes that the likelihood that it
        would
        exercise its right under Section 2.11 to defer payments of interest on the
        Debentures by commencing an Extension Period at any time during which the
        Debentures are outstanding is remote because of the restrictions that would
        be
        imposed on the Company’s ability to declare or pay dividends or distributions
        on, or to redeem, purchase or make a liquidation payment with respect to,
        any of
        its outstanding equity and on the Company’s ability to make any payments of
        principal of or interest on, or repurchase or redeem, any of its debt securities
        that rank pari passu in all respects with (or junior in interest to)
        the Debentures.

       

      Section
        3.2.  Offices
        for Notices and Payments, etc.  

       

      So
        long
        as any of the Debentures remain outstanding, the Company will maintain in
        Wilmington, Delaware, an office or agency where the Debentures may be presented
        for payment, an office or agency where the Debentures may be presented for
        registration of transfer and for exchange as in this Indenture provided and
        an
        office or agency where notices and demands to or upon the Company in respect
        of
        the Debentures or of this Indenture may be served.  The Company will
        give to the Trustee written notice of the location of any such office or
        agency
        and of any change of location thereof.  Until otherwise designated
        from time to time by the Company in a notice to the Trustee, or specified
        as
        contemplated by Section 2.5, such office or agency for all of the above purposes
        shall be the office or agency of the Trustee.  In case the Company
        shall fail to maintain any such office or agency in Wilmington, Delaware,
        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 offices or agencies outside Wilmington, Delaware, where
        the Debentures 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 maintain any such office
        or
        agency in Wilmington, Delaware, for the purposes above mentioned.  The
        Company will give to the Trustee prompt written notice of any such designation
        or rescission thereof.

       

      Section
        3.3.  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 6.9, a Trustee, so that
        there shall at all times be a Trustee hereunder.

       

      Section
        3.4.  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 3.4,

       

      (1)  that
        it
        will hold all sums held by it as such agent for the payment of the principal
        of
        and premium, if any, or interest, if any, on the Debentures (whether such
        sums
        have been paid to it by the Company or by any other obligor on the Debentures)
        in trust for the benefit of the holders of the Debentures;

       

      (2)  that
        it
        will give the Trustee prompt written notice of any failure by the Company
        (or by
        any other obligor on the Debentures) to make any payment of the principal
        of and
        premium, if any, or interest, if any, on the Debentures 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 shall act as its own paying agent, it will, on or before each due
        date
        of the principal of and premium, if any, or interest or other payments, if
        any,
        on the Debentures, set aside, segregate and hold in trust for the benefit
        of the
        holders of the Debentures a sum sufficient to pay such principal, premium,
        interest or other 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 Debentures) to make any payment of the principal
        of and premium, if any, or interest or other payments, if any, on the Debentures
        when the same shall become due and payable.

       

      Whenever
        the Company shall have one or more paying agents for the Debentures, it will,
        on
        or prior to each due date of the principal of and premium, if any, or interest,
        if any, on the Debentures, deposit with a paying agent a sum sufficient to
        pay
        the principal, premium, interest or other 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 3.4 to the contrary notwithstanding, the Company may, at
        any time, for the purpose of obtaining a satisfaction and discharge with
        respect
        to the Debentures, 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 trusts herein
        contained.

       

      (d)  Anything
        in this Section 3.4 to the contrary notwithstanding, the agreement to hold
        sums in trust as provided in this Section 3.4 is subject to
        Sections 12.3 and 12.4.

       

      Section
        3.5.  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 Debentures 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
        during
        such fiscal year by the Company in the performance of any covenants 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 and status thereof.  A form of this Certificate is attached
        hereto as Exhibit B.

       

      Section
        3.6.  Additional
        Sums.  

       

      If
        and
        for so long as the Trust is the holder of all Debentures and the Trust is
        required to pay 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 (“Additional Sums”) on the
        Debentures as shall be required so that the net amounts received and retained
        by
        the Trust after paying taxes (including withholding taxes), duties, assessments
        or other governmental charges will be equal to the amounts the Trust would
        have
        received if no such taxes, duties, assessments or other governmental charges
        had
        been imposed.  Whenever in this Indenture or the Debentures there is a
        reference in any context to the payment of principal of or interest on the
        Debentures, such mention shall be deemed to include mention of payments of
        the
        Additional Sums provided for in this paragraph to the extent that, in such
        context, Additional Sums are, were or would be payable in respect thereof
        pursuant to the provisions of this paragraph and express mention of the payment
        of Additional Sums (if applicable) in any provisions hereof shall not be
        construed as excluding Additional Sums in those provisions hereof where such
        express mention is not made; provided, however, that the deferral
        of the payment of interest during an Extension Period pursuant to
        Section 2.11 shall not defer the payment of any Additional Sums that may be
        due and payable.

       

      Section
        3.7.  Compliance
        with Consolidation Provisions.  

       

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

       

      Section
        3.8.  Limitation
        on Dividends.  

       

      If
        Debentures 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 Debentures 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 Debentures by extending the
        interest payment period as provided herein and such period, or any extension
        thereof, shall be continuing, then the Company shall not, and shall not allow
        any Affiliate of the Company to, (x) 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 its Affiliates’ capital
        stock (other than payments of dividends or distributions to the Company or
        payments of dividends from direct or indirect subsidiaries of the Company
        to
        their parent corporations, which also shall be direct or indirect subsidiaries
        of the Company) or make any guarantee payments with respect to the foregoing
        or
        (y) make any payment of principal of or interest or premium, if any, on or
        repay, repurchase or redeem any debt securities of the Company or any Affiliate
        that rank pari passu in all respects with or junior in interest to the
        Debentures (other than, with respect to clauses (x) and (y)
        above,  (1) repurchases, redemptions or other acquisitions of
        shares of capital stock of the Company in connection with any employment
        contract, benefit plan or other similar arrangement with or for the benefit
        of
        one or more employees, officers, directors or consultants, in connection
        with a
        dividend reinvestment or stockholder stock purchase plan or in connection
        with
        the issuance of capital stock of the 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, if any,
        (2) as a result of any exchange or conversion of any class or series of the
        Company’s capital stock (or any capital stock of a subsidiary of the Company)
        for any class or series of the Company’s capital stock or of any class or series
        of the Company’s indebtedness for any class or series of the Company’s capital
        stock, (3) 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, (4) any declaration of
        a dividend in connection with any stockholders’ rights plan, or the issuance of
        rights, stock or other property under any stockholders’ rights plan, or the
        redemption or repurchase of rights pursuant thereto, (5) 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 and any cash payments in lieu of fractional
        shares
        issued in connection therewith, (6) payments of principal or interest on
        debt securities or payments of cash dividends or distributions on any capital
        stock issued by an Affiliate that is not, in whole or in part, a subsidiary
        of
        the Company (or any redemptions, repurchases or liquidation payments on such
        stock or securities), or (7) payments under the Capital Securities
        Guarantee).

       

      Section
        3.9.  Covenants
        as to the Trust.  

       

      For
        so
        long as the 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 may succeed to the
        Company’s ownership of such Common Securities.  The Company, as owner
        of the Common Securities, shall, except in connection with a distribution
        of
        Debentures 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, cause the
        Trust  (a) to remain a statutory trust, (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 Debentures.

       

      Section
        3.10.  Additional
        Junior Indebtedness.  

       

      The
        Company shall not, and it shall not cause or permit any Subsidiary of the
        Company to, incur, issue or be obligated on any Additional Junior Indebtedness,
        either directly or indirectly, by way of guarantee, suretyship or otherwise,
        other than Additional Junior Indebtedness (i) that, by its terms, is
        expressly stated to be either junior and subordinate or pari passu in
        all respects to the Debentures, and (ii) of which the Company has notified
        (and, if then required under the applicable guidelines of the regulating
        entity,
        has received approval from) the Federal Reserve, if the Company is a bank
        holding company, or the OTS, if the Company is a savings and loan holding
        company.

       

      Section
        3.11.  Subsidiary;
        Insured Depository Institution.  

       

      So
        long
        as any of the Debentures remain outstanding, at least one operating Subsidiary
        of the Company shall be an insured depository institution, as such term is
        defined in Section 3(c)(2) of the Federal Deposit Insurance Act, as
        amended.

       

      ARTICLE
        IV.

       

      SECURITYHOLDERS’
        LISTS AND REPORTS

       

      BY
        THE COMPANY AND THE TRUSTEE

       

      Section
        4.1.  Securityholders’
        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 the Debentures, a list, in such form as the Trustee
        may
        reasonably require, of the names and addresses of the Securityholders of
        the
        Debentures 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 4.1 so long as the
        Trustee is in possession thereof by reason of its acting as Debenture
        registrar.

       

      Section
        4.2.  Preservation
        and Disclosure of Lists.

       

      (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 Debentures
        (1) contained in the most recent list furnished to it as provided in
        Section 4.1 or (2) received by it in the capacity of Debentures
        registrar (if so acting) hereunder.  The Trustee may destroy any list
        furnished to it as provided in Section 4.1 upon receipt of a new list so
        furnished.

       

      (b)  In
        case
        three or more holders of Debentures (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 Debenture for a period of at least 6 months
        preceding the date of such application, and such application states that
        the
        applicants desire to communicate with other holders of Debentures with respect
        to their rights under this Indenture or under such Debentures 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 5 Business Days after
        the
        receipt of such application, at its election, 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 4.2, or

       

      (2)  inform
        such applicants as to the approximate number of holders of Debentures 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 4.2, 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
        Trustee 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 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 4.2 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 to
        the
        effect that, in the opinion of the Trustee, such mailing would be contrary
        to
        the best interests of the holders of all Debentures, 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 Debentures, 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
        information as to the names and addresses of the holders of Debentures in
        accordance with the provisions of subsection (b) of this Section 4.2,
        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).

       

      Section
        4.3.  Reports
        by the Company.  

       

      (a)  The
        Company shall furnish to the holders of the Capital Securities and to
        prospective purchasers of the Capital Securities, upon their request, the
        information required to be furnished pursuant to Rule 144A(d)(4) under the
        Securities Act.

       

      (b)  The
        Company shall furnish to (i) Wilmington Trust Company, with a copy to FTN
        Financial Capital Markets and Keefe, Bruyette & Woods, Inc., and
        (ii) any beneficial owner of the Capital Securities reasonably identified
        to the Company, a completed quarterly report in the form attached hereto
        as
Exhibit C, which report shall be so furnished by the Company not
        later than 50 days after the end of each of the first three fiscal quarters
        of
        each fiscal year of the Company and not later than 100 days after the end
        of
        each fiscal year of the Company along with a copy of the Company’s most recently
        filed (1) FR Y-9C filed with the Federal Reserve if the Company is a bank
        holding company, (2) FR Y-9SP filed with the Federal Reserve if the Company
        is a small bank holding company or (3) H-(b)11 filed with the OTS if the
        Company is a savings and loan holding company.

       

      ARTICLE
        V.

       

      REMEDIES
        OF THE TRUSTEE AND SECURITYHOLDERS

       

      UPON
        AN EVENT OF DEFAULT

       

      Section
        5.1.  Events
        of Default.  

       

      “Event
        of
        Default,” wherever used herein, means any one of the following events (whatever
        the reason for such Event of Default and whether it shall be voluntary or
        involuntary or be effected by operation of law or pursuant to any judgment,
        decree or order of any court or any order, rule or regulation of any
        administrative or governmental body):

       

      (a)  the
        Company defaults in the payment of any interest upon any Debenture, including
        any Additional Interest in respect thereof, following the nonpayment of any
        such
        interest for twenty or more consecutive Distribution Periods; or

       

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

       

      (c)  the
        Company defaults in the performance of, or breaches, any of its covenants
        or
        agreements in this Indenture or in the terms of the Debentures established
        as
        contemplated in 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
        60 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
        at
        least 25% in aggregate principal amount of the outstanding Debentures, 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

       

      (d)  a
        court
        of competent jurisdiction shall enter a decree or order for relief in respect
        of
        the Company in an involuntary case under any applicable bankruptcy, insolvency,
        reorganization or other similar law now or hereafter in effect, or appointing
        a
        receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
        official) of the Company or for any substantial part of its property, or
        ordering 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

       

      (e)  the
        Company shall commence a voluntary case under any applicable bankruptcy,
        insolvency, reorganization 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

       

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

       

      If
        an
        Acceleration Event of Default occurs and is continuing with respect to the
        Debentures, then, and in each and every such case, unless the principal of
        the
        Debentures shall have already become due and payable, either the Trustee
        or the
        holders of not less than 25% in aggregate principal amount of the Debentures
        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
        Debentures and the interest accrued 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 under Section 5.1(b) or (c)
        occurs and is continuing with respect to the Debentures, then, and in each
        and
        every such case, unless the principal of the Debentures shall have already
        become due and payable, either the Trustee or the holders of not less than
        25%
        in aggregate principal amount of the Debentures then outstanding hereunder,
        by
        notice in writing to the Company (and to the Trustee if given by
        Securityholders), may proceed to remedy the default or breach thereunder
        by such
        appropriate judicial proceedings as the Trustee or such holders shall deem
        most
        effectual to remedy the defaulted covenant or enforce the provisions of this
        Indenture so breached, either by suit in equity or by action at law, for
        damages
        or otherwise.

       

      The
        foregoing provisions, however, are subject to the condition that if, at any
        time
        after the principal of the Debentures 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 Debentures and the principal
        of
        and premium, if any, on the Debentures which shall have become due otherwise
        than by acceleration (with interest upon such principal and premium, if any,
        and
        Additional Interest) 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 6.6, if any, and (ii) all Events of Default under this
        Indenture, other than the non-payment of the principal of or premium, if
        any, on
        Debentures which shall have become due by acceleration, shall have been cured,
        waived or otherwise remedied as provided herein -- then and in every such
        case the holders of a majority in aggregate principal amount of the Debentures
        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.

       

      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 Debentures 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 Debentures shall continue
        as
        though no such proceeding had been taken.

       

      Section
        5.2.  Payment
        of Debentures on Default; Suit Therefor.  

       

      The
        Company covenants that upon the occurrence of an Event of Default pursuant
        to
        Section 5.1(a) or (b) then, upon demand of the Trustee, the Company will
        pay to the Trustee, for the benefit of the holders of the Debentures the
        whole
        amount that then shall have become due and payable on all Debentures for
        principal and premium, if any, or interest, or both, as the case may be,
        with
        Additional Interest accrued on the Debentures (to the extent that payment
        of
        such interest is enforceable under applicable law and, if the Debentures
        are
        held by the Trust or a trustee of such Trust, without duplication of any
        other
        amounts paid by the Trust or a trustee in respect thereof); 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 6.6.  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 Debentures and collect in the manner provided by
        law
        out of the property of the Company or any other obligor on such Debentures
        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 Debentures 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 Debentures,
        or to
        the creditors or property of the Company or such other obligor, the Trustee,
        irrespective of whether the principal of the Debentures 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 5.2, shall be entitled and empowered, by
        intervention in such proceedings or otherwise,

       

      
        	
                 

              	
                (i)

              	
                to
                  file and prove a claim or claims for the whole amount of principal
                  and
                  interest owing and unpaid in respect of the
                  Debentures,

              


      

       

      
        	
                 

              	
                (ii)

              	
                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 6.6), and of the Securityholders allowed in
                  such judicial proceedings relative to the Company or any other
                  obligor on
                  the Debentures, 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 Debentures 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,

              


      

       

      
        	
                 

              	
                (iii)

              	
                to
                  collect and receive any moneys or other property payable or deliverable
                  on
                  any such claims, and

              


      

       

      
        	
                 

              	
                (iv)

              	
                to
                  distribute the same after the deduction of its charges and
                  expenses.

              


      

       

      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 6.6.

       

      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 Debentures
        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.

       

      All
        rights of action and of asserting claims under this Indenture, or under any
        of
        the Debentures, may be enforced by the Trustee without the possession of
        any of
        the Debentures, 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
        Debentures.

       

      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
        Debentures, and it shall not be necessary to make any holders of the Debentures
        parties to any such proceedings.

       

      Section
        5.3.  Application
        of Moneys Collected by Trustee.  

       

      Any
        moneys collected by the Trustee pursuant to this Article V 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 Debentures
        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 6.6;

       

      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 Debentures for principal
        (and premium, if any), and interest on the Debentures, 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 Debentures
        (including Additional Interest); and

       

      Fourth:  The
        balance, if any, to the Company.

       

      Section
        5.4.  Proceedings
        by Securityholders.  

       

      No
        holder
        of any Debenture shall 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
        Debentures and unless the holders of not less than 25% in aggregate principal
        amount of the Debentures 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.

       

      Notwithstanding
        any other provisions in this Indenture, however, the right of any holder
        of any
        Debenture to receive payment of the principal of, premium, if any, and interest,
        on such Debenture 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
        and by accepting a Debenture hereunder it is expressly understood, intended
        and
        covenanted by the taker and holder of every Debenture with every other such
        taker and holder and the Trustee, that no one or more holders of Debentures
        shall have any right in any manner whatsoever by virtue or by availing itself
        of
        any provision of this Indenture to affect, disturb or prejudice the rights
        of
        the holders of any other Debentures, or to obtain or seek to obtain priority
        over or preference to any other such holder, or to enforce any right under
        this
        Indenture, except in the manner herein provided and for the equal, ratable
        and
        common benefit of all holders of Debentures.  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.

       

      Section
        5.5.  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
        5.6.  Remedies
        Cumulative and Continuing; Delay or Omission Not a
        Waiver.  

       

      Except
        as
        otherwise provided in Section 2.6, 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 Debentures, 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 Debentures, and no delay or omission of the Trustee or
        of
        any holder of any of the Debentures to exercise any right, remedy or power
        accruing upon any Event of Default occurring and continuing as aforesaid
        shall
        impair any such right, remedy 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 5.4, 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 (in accordance with
        its
        duties under Section 6.1) or by the Securityholders.

       

      Section
        5.7.  Direction
        of Proceedings and Waiver of Defaults by Majority of
        Securityholders.  

       

      The
        holders of a majority in aggregate principal amount of the Debentures affected
        (voting as one class) at the time outstanding shall have the right to direct
        the
        time, method, and place of conducting any proceeding for any remedy available
        to
        the Trustee, or exercising any trust or power conferred on the Trustee with
        respect to such Debentures; provided, however, that (subject to
        the provisions of Section 6.1) the Trustee shall have the right to decline
        to follow any such direction if the Trustee 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.

       

      The
        holders of a majority in aggregate principal amount of the Debentures at
        the
        time outstanding may on behalf of the holders of all of the Debentures 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 Debentures, (b) in respect of
        covenants or provisions hereof which cannot be modified or amended without
        the
        consent of the holder of each Debenture affected, or (c) in respect of the
        covenants contained in Section 3.9; provided, however, that
        if the Debentures are held by the Trust or a trustee of such trust, such
        waiver
        or modification to such waiver shall not be effective until the holders of
        a
        majority in Liquidation Amount of 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 Debenture
        is required, such waiver shall not be effective until each holder of the
        Trust
        Securities of the Trust shall have consented to such waiver.  Upon any
        such waiver, the 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
        Debentures shall be restored to their former positions and rights hereunder,
        respectively; but no 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, said default or Event of Default shall for all purposes of
        the
        Debentures and this Indenture be deemed to have been cured and to be not
        continuing.

       

      Section
        5.8.  Notice
        of Defaults.  

       

      The
        Trustee shall, within 90 days after the actual knowledge by a Responsible
        Officer of the Trustee of the occurrence of a default with respect to the
        Debentures, mail to all Securityholders, as the names and addresses of such
        holders appear upon the Debenture Register, notice of all defaults with respect
        to the Debentures 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 5.8 being hereby defined to be the events specified in
        clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including
        periods of grace, if any, provided for therein); provided,
however, that, except in the case of default in the payment of the
        principal of, premium, if any, or interest on any of the Debentures, 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
        5.9.  Undertaking
        to Pay Costs.  

       

      All
        parties to this Indenture agree, and each holder of any Debenture by his
        acceptance thereof shall be deemed to have agreed, that any court may in
        its
        discretion require, in any suit for the enforcement of any right or remedy
        under
        this Indenture, or in any suit against the Trustee for any action taken or
        omitted by it as Trustee, the filing by any party litigant in such suit of
        an
        undertaking to pay the costs of such suit, and that such court may in its
        discretion assess reasonable costs, including reasonable attorneys’ fees 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;
        provided, however, that the provisions of this Section 5.9
        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 Debentures outstanding, or 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 Debenture against the
        Company on or after the same shall have become due and payable.

       

      ARTICLE
        VI.

       

      CONCERNING
        THE TRUSTEE

       

      Section
        6.1.  Duties
        and Responsibilities of Trustee.  

       

      With
        respect to the holders of Debentures issued hereunder, the Trustee, prior
        to the
        occurrence of an Event of Default with respect to the Debentures and after
        the
        curing or waiving of all Events of Default which may have occurred, with
        respect
        to the Debentures, undertakes to perform such duties and only such duties
        as are
        specifically set forth in this Indenture, and no implied covenants shall
        be read
        into this Indenture against the Trustee.  In case an Event of Default
        with respect to the Debentures 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 care and skill in their exercise,
        as a prudent man would exercise or use under the circumstances in the conduct
        of
        his 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 Debentures 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 Debentures 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 Debentures 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 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; and

       

      (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 5.7, 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.

       

      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, if there is ground for believing that the repayment of such funds
        or
        liability is not assured to it under the terms of this Indenture or indemnity
        satisfactory to the Trustee against such risk is not reasonably assured to
        it.

       

      Section
        6.2.  Reliance
        on Documents, Opinions, etc.  

       

      Except
        as
        otherwise provided in Section 6.1:

       

      (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 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 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 Debentures (that has not been cured or waived)
        to
        exercise with respect to Debentures 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 man would exercise or use under the circumstances
        in the
        conduct of his 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 Debentures
        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;

       

      (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; and

       

      (h)  with
        the
        exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall not
        be
        charged with knowledge of any Default or Event of Default with respect to
        the
        Debentures unless a 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
        Debentures or by any holder of the Debentures.

       

      Section
        6.3.  No
        Responsibility for Recitals, etc.  

       

      The
        recitals contained herein and in the Debentures (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 Debentures.  The Trustee and
        the Authenticating Agent shall not be accountable for the use or application
        by
        the Company of any Debentures or the proceeds of any Debentures authenticated
        and delivered by the Trustee or the Authenticating Agent in conformity with
        the
        provisions of this Indenture.

       

      Section
        6.4.  Trustee,
        Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
        Debentures.  

       

      The
        Trustee or any Authenticating Agent or any paying agent or any transfer agent
        or
        any Debenture registrar, in its individual or any other capacity, may become
        the
        owner or pledgee of Debentures with the same rights it would have if it were
        not
        Trustee, Authenticating Agent, paying agent, transfer agent or Debenture
        registrar.

       

      Section
        6.5.  Moneys
        to be Held in Trust.  

       

      Subject
        to the provisions of Section 12.4, 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 shall be paid from time
        to
        time upon the written order of the Company, signed by the Chairman of the
        Board
        of Directors, the Chief Executive Officer, the President, a Managing Director,
        a
        Vice President, the Treasurer or an Assistant Treasurer of the
        Company.

       

      Section
        6.6.  Compensation
        and Expenses of Trustee.  

       

      The
        Company covenants and agrees to pay or reimburse the Trustee upon its request
        for all 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 expenses and disbursements of its counsel
        and of all Persons not regularly in its employ) except any such expense,
        disbursement or advance as may arise from its negligence or willful
        misconduct.  For purposes of clarification, this Section 6.6 does
        not contemplate the payment by the Company of acceptance or annual
        administration fees owing to the Trustee pursuant to the services to be provided
        by the Trustee under this Indenture or the fees and expenses of the Trustee’s
        counsel in connection with the closing of the transactions contemplated by
        this
        Indenture.  The Company also covenants to indemnify each of the
        Trustee or 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) incurred without negligence or willful misconduct
        on the
        part of the Trustee and 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 of liability.  The obligations of the Company
        under this Section 6.6 to compensate and indemnify the Trustee and to pay
        or reimburse the Trustee for expenses, disbursements and advances shall
        constitute additional indebtedness hereunder.  Such additional
        indebtedness shall be secured by a lien prior to that of the Debentures upon
        all
        property and funds held or collected by the Trustee as such, except funds
        held
        in trust for the benefit of the holders of particular Debentures.

       

      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 Section 5.1(d), (e) or (f), 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 Debenture 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 Debentures or otherwise
        advance
        funds to or on behalf of the Company.

       

      Section
        6.7.  Officers’
        Certificate as Evidence.  

       

      Except
        as
        otherwise provided in Sections 6.1 and 6.2, 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 or willful
        misconduct 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 or willful misconduct 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
        6.8.  Eligibility
        of Trustee.  

       

      The
        Trustee hereunder shall at all times be a corporation organized and doing
        business under the laws of the United States of America or any state or
        territory thereof or of the District of Columbia or a corporation or other
        Person authorized under such laws to exercise corporate trust powers, having
        (or
        whose obligations under this Indenture are guaranteed by an affiliate having)
        a
        combined capital and surplus of at least 50 million U.S. dollars
        ($50,000,000.00) and subject to supervision or examination by federal, state,
        territorial, or District of Columbia authority.  If such corporation
        publishes reports of condition at least annually, pursuant to law or to the
        requirements of the aforesaid supervising or examining authority, then for
        the
        purposes of this Section 6.8 the combined capital and surplus of such
        corporation shall be deemed to be its combined capital and surplus as set
        forth
        in its most recent 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.

       

      In
        case
        at any time the Trustee shall cease to be eligible in accordance with the
        provisions of this Section 6.8, the Trustee shall resign immediately in the
        manner and with the effect specified in Section 6.9.

       

      If
        the
        Trustee has or shall acquire any “conflicting interest” within the meaning of §
310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate
        such interest or resign, to the extent and in the manner described by this
        Indenture.

       

      Section
        6.9.  Resignation
        or Removal of Trustee

       

      (a)  The
        Trustee, or any trustee or trustees hereafter appointed, 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 Debentures at
        their addresses as they shall appear on the Debenture Register.  Upon
        receiving such notice of resignation, the Company shall promptly appoint
        a
        successor trustee or trustees by written instrument, in duplicate, executed
        by
        order of its Board of Directors, one copy of which instrument shall be delivered
        to the resigning Trustee and one copy to the successor Trustee.  If no
        successor Trustee 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 Trustee may petition any court of competent
        jurisdiction for the appointment of a successor Trustee, or any Securityholder
        who has been a bona fide holder of a Debenture or Debentures for at least
        six
        months may, subject to the provisions of Section 5.9, on behalf of himself
        and all others similarly situated, petition any such court for the appointment
        of a successor Trustee.  Such court may thereupon, after such notice,
        if any, as it may deem proper and prescribe, appoint a successor
        Trustee.

       

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

       

      (1)  the
        Trustee shall fail to comply with the provisions of Section 6.8 after
        written request therefor by the Company or by any Securityholder who has
        been a
        bona fide holder of a Debenture or Debentures for at least 6 months,
        or

       

      (2)  the
        Trustee shall cease to be eligible in accordance with the provisions of
        Section 6.8 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 as bankrupt
        or
        insolvent, or a receiver of the Trustee or of its property shall be appointed,
        or any public officer shall take charge or control of the Trustee or of its
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation,

       

      then,
        in
        any such case, 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 5.9, any Securityholder who has been a bona fide holder of a
        Debenture or Debentures for at least 6 months may, on behalf of himself 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 successor
        Trustee.

       

      (c)  Upon
        prior written notice to the Company and the Trustee, the holders of a majority
        in aggregate principal amount of the Debentures 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 10 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 6.9 provided, may petition any court of
        competent jurisdiction for an appointment of a successor.

       

      (d)  Any
        resignation or removal of the Trustee and appointment of a successor Trustee
        pursuant to any of the provisions of this Section shall become effective
        upon
        acceptance of appointment by the successor Trustee as provided in
        Section 6.10.

       

      Section
        6.10.  Acceptance
        by Successor Trustee.  

       

      Any
        successor Trustee appointed as provided in Section 6.9 shall execute,
        acknowledge and deliver to the Company and to its predecessor Trustee an
        instrument accepting such appointment hereunder, and thereupon the resignation
        or removal of the retiring Trustee shall become effective and such successor
        Trustee, without any further act, deed or conveyance, shall become vested
        with
        all the rights, powers, duties and obligations with respect to the Debentures
        of
        its predecessor hereunder, with like effect as if originally named as Trustee
        herein; but, nevertheless, on the written request of the Company or of the
        successor Trustee, the Trustee ceasing to act shall, upon payment of any
        amounts
        then due it pursuant to the provisions of Section 6.6, execute and deliver
        an instrument transferring to such successor Trustee all the rights and powers
        of the Trustee so ceasing to act and shall duly assign, transfer and deliver
        to
        such successor Trustee all property and money held by such retiring Trustee
        thereunder.  Upon request of any such successor Trustee, the Company
        shall execute any and all instruments in writing for more fully and certainly
        vesting in and confirming to such successor Trustee all such rights and
        powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien
        upon all property or funds held or collected by such Trustee to secure any
        amounts then due it pursuant to the provisions of Section 6.6.

       

      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 Debentures 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 unless
        at
        the time of such acceptance such successor Trustee shall be eligible under
        the
        provisions of Section 6.8.

       

      In
        no
        event shall a retiring Trustee be liable for the acts or omissions of any
        successor Trustee hereunder.

       

      Upon
        acceptance of appointment by a successor Trustee as provided in this
        Section 6.10, the Company shall mail notice of the succession of such
        Trustee hereunder to the holders of Debentures at their addresses as they
        shall
        appear on the Debenture Register.  If the Company fails to mail such
        notice within 10 Business Days after the acceptance of appointment by the
        successor Trustee, the successor Trustee shall cause such notice to be mailed
        at
        the expense of the Company.

       

      Section
        6.11.  Succession
        by Merger, etc.  

       

      Any
        corporation into which the Trustee may be merged or converted or with which
        it
        may be consolidated, or any corporation resulting from any merger, conversion
        or
        consolidation to which the Trustee shall be a party, or any corporation
        succeeding to all or substantially all of the corporate trust business of
        the
        Trustee, shall be the successor 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 such corporation 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 Debentures 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 Debentures so
        authenticated; and in case at that time any of the Debentures shall not have
        been authenticated, any successor to the Trustee may authenticate such
        Debentures 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 Debentures 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 Debentures 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 Debentures 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 Debentures; provided, however, 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
        Debentures.  Any such Authenticating Agent shall at all times be a
        corporation 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 $50,000,000.00 and being subject to supervision or
        examination by federal, state, territorial or District of Columbia
        authority.  If such corporation publishes reports of condition at
        least annually pursuant to law or the requirements of such authority, then
        for
        the purposes of this Section 6.12 the combined capital and surplus of such
        corporation shall be deemed to be its combined capital and surplus as set
        forth
        in its most recent report of condition so published.  If at any time
        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
        corporation into which any Authenticating Agent may be merged or converted
        or
        with which it may be consolidated, or any corporation resulting from any
        merger,
        consolidation or conversion to which any Authenticating Agent shall be a
        party,
        or any corporation 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 corporation is otherwise
        eligible under 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
        Debentures 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 Debentures as the names and addresses of such holders appear on
        the
        Debenture 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 Debentures of its
        predecessor hereunder, with like effect as if originally named as Authenticating
        Agent herein.

       

      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.

       

      ARTICLE
        VII.

       

      CONCERNING
        THE SECURITYHOLDERS

       

      Section
        7.1.  Action
        by Securityholders.  

       

      Whenever
        in this Indenture it is provided that the holders of a specified percentage
        in
        aggregate principal amount of the Debentures 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 in person or by agent or proxy appointed
        in writing, or (b) by the record of such holders of Debentures voting in
        favor thereof at any meeting of such Securityholders duly called and held
        in
        accordance with the provisions of Article VIII, or (c) by a
        combination of such instrument or instruments and any such record of such
        a
        meeting of such Securityholders 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, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debentures 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 Debentures 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
        Debentures 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
        6
        months after the record date.

       

      Section
        7.2.  Proof
        of Execution by Securityholders.  

       

      Subject
        to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
        any instrument by a Securityholder or his agent or proxy shall be sufficient
        if
        made in accordance with such 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 Debentures shall be proved by the Debenture
        Register or by a certificate of the Debenture registrar.  The Trustee
        may require such additional proof of any matter referred to in this Section
        as
        it shall deem necessary.

       

      The
        record of any Securityholders’ meeting shall be proved in the manner provided in
        Section 8.6.

       

      Section
        7.3.  Who
        Are Deemed Absolute Owners.  

       

      Prior
        to
        due presentment for registration of transfer of any Debenture, the Company,
        the
        Trustee, any Authenticating Agent, any paying agent, any transfer agent and
        any
        Debenture registrar may deem the Person in whose name such Debenture shall
        be
        registered upon the Debenture Register to be, and may treat him as, the absolute
        owner of such Debenture (whether or not such Debenture shall be overdue)
        for the
        purpose of receiving payment of or on account of the principal of, premium,
        if
        any, and interest on such Debenture 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 Debenture registrar shall be affected by any notice
        to the contrary.  All such payments so made to any holder for the time
        being or upon his 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 Debenture.

       

      Section
        7.4.  Debentures
        Owned by Company Deemed Not Outstanding.  

       

      In
        determining whether the holders of the requisite aggregate principal amount
        of
        Debentures have concurred in any direction, consent or waiver under this
        Indenture, Debentures which are owned by the Company or any other obligor
        on the
        Debentures or by any Person directly or indirectly controlling or controlled
        by
        or under direct or indirect common control with the Company or any other
        obligor
        on the Debentures shall be disregarded and deemed not to be outstanding for
        the
        purpose of any such determination; provided, however, that for the
        purposes of determining whether the Trustee shall be protected in relying
        on any
        such direction, consent or waiver, only Debentures which a Responsible Officer
        of the Trustee actually knows are so owned shall be so
        disregarded.  Debentures so owned which have been pledged in good
        faith may be regarded as outstanding for the purposes of this Section 7.4
        if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
        right to vote such Debentures 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
        7.5.  Revocation
        of Consents; Future Holders Bound.  

       

      At
        any
        time prior to (but not after) the evidencing to the Trustee, as provided
        in
        Section 7.1, of the taking of any action by the holders of the percentage
        in aggregate principal amount of the Debentures specified in this Indenture
        in
        connection with such action, any holder (in cases where no record date has
        been
        set pursuant to Section 7.1) or any holder as of an applicable record date
        (in cases where a record date has been set pursuant to Section 7.1) of a
        Debenture (or any Debenture 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 Debentures 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 7.2, revoke such
        action so far as concerns such Debenture (or so far as concerns the principal
        amount represented by any exchanged or substituted Debenture).  Except
        as aforesaid any such action taken by the holder of any Debenture shall be
        conclusive and binding upon such holder and upon all future holders and owners
        of such Debenture, and of any Debenture issued in exchange or substitution
        therefor or on registration of transfer thereof, irrespective of whether
        or not
        any notation in regard thereto is made upon such Debenture or any Debenture
        issued in exchange or substitution therefor.

       

      ARTICLE
        VIII.

       

      SECURITYHOLDERS’
        MEETINGS

       

      Section
        8.1.  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 9.2; 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 Debentures under any other
        provision of this Indenture or under applicable law.

       

      Section
        8.2.  Call
        of Meetings by Trustee.  

       

      The
        Trustee may at any time call a meeting of Securityholders to take any action
        specified in Section 8.1, to be held at such time and at such place 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 Debentures affected at their addresses as they shall appear
        on the
        Debentures Register and, if the Company is not a holder of Debentures, to
        the
        Company.  Such notice shall be mailed not less than 20 nor more than
        180 days prior to the date fixed for the meeting.

       

      Section
        8.3.  Call
        of Meetings by Company or Securityholders.  

       

      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 Debentures, 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 for such meeting and may call such meeting to take any action authorized
        in Section 8.1, by mailing notice thereof as provided in
        Section 8.2.

       

      Section
        8.4.  Qualifications
        for Voting.  

       

      To
        be
        entitled to vote at any meeting of Securityholders a Person shall (a) be a
        holder of one or more Debentures with respect to which the meeting is being
        held
        or (b) a Person appointed by an instrument in writing as proxy by a holder
        of one or more such Debentures.  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
        8.5.  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 Debentures 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 think fit.

       

      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 8.3, 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 of the
        meeting.

       

      Subject
        to the provisions of Section 7.4, at any meeting each holder of Debentures
        with respect to which such meeting is being held or proxy therefor shall
        be
        entitled to one vote for each $1,000.00 principal amount of Debentures held
        or
        represented by him; provided, however, that no vote shall be cast
        or counted at any meeting in respect of any Debenture 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 Debentures held by him or instruments in writing
        as
        aforesaid duly designating him as the Person to vote on behalf of other
        Securityholders.  Any meeting of Securityholders duly called pursuant
        to the provisions of Section 8.2 or 8.3 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
        8.6.  Voting.  

       

      The
        vote
        upon any resolution submitted to any meeting of holders of Debentures 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 Debentures 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 8.2.  The record shall show the serial numbers of the
        Debentures 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.

       

      Section
        8.7.  Quorum;
        Actions.  

       

      The
        Persons entitled to vote a majority in principal amount of the Debentures
        then
        outstanding 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
        not less than a specified percentage in principal amount of the Debentures
        then
        outstanding, the Persons holding or representing such specified percentage
        in
        principal amount of the Debentures then outstanding 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 8.2, except
        that such notice need be given only once not less than 5 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 principal amount of the Debentures then outstanding
        which
        shall constitute a quorum.

       

      Except
        as
        limited by the provisos in the first paragraph of Section 9.2, 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 a majority in principal amount of the Debentures then outstanding;
        provided, however, that, except as limited by the provisos in the
        first paragraph of Section 9.2, any resolution with respect to any consent,
        waiver, request, demand, notice, authorization, direction or other action
        which
        this Indenture expressly provides may be given by the holders of not less
        than a
        specified percentage in principal amount of the Debentures then outstanding
        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 a
        not less than such specified percentage in principal amount of the Debentures
        then outstanding.

       

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

       

      ARTICLE
        IX.

       

      SUPPLEMENTAL
        INDENTURES

       

      Section
        9.1.  Supplemental
        Indentures without Consent of
        Securityholders.  

       

      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 Debentures as the Board of Directors
        shall
        consider to be for the protection of the holders of such Debentures, 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 such
        other provisions in regard to matters or questions arising under this Indenture;
        provided that any such action shall not materially adversely affect the
        interests of the holders of the Debentures;

       

      (d)  to
        add
        to, delete from, or revise the terms of Debentures, including, without
        limitation, any terms relating to the issuance, exchange, registration or
        transfer of Debentures, including to provide for transfer procedures and
        restrictions substantially similar to those applicable to the Capital Securities
        as required by Section 2.5 (for purposes of assuring that no registration
        of Debentures is required under the Securities Act); provided,
however, that any such action shall not adversely affect the interests
        of
        the holders of the Debentures then outstanding (it being understood, for
        purposes of this proviso, that transfer restrictions on Debentures substantially
        similar to those that were applicable to Capital Securities shall not be
        deemed
        to materially adversely affect the holders of the Debentures);

       

      (e)  to
        evidence and provide for the acceptance of appointment hereunder by a successor
        Trustee with respect to the Debentures 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;

       

      (f)  to
        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 Debentures, to establish the form of any certifications required to be
        furnished pursuant to the terms of this Indenture or the Debentures, or to
        add
        to the rights of the holders of Debentures.

       

      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 9.1 may
        be executed by the Company and the Trustee without the consent of the holders
        of
        any of the Debentures at the time outstanding, notwithstanding any of the
        provisions of Section 9.2.

       

      Section
        9.2.  Supplemental
        Indentures with Consent of
        Securityholders.  

       

      With
        the
        consent (evidenced as provided in Section 7.1) of the holders of not less
        than a majority in aggregate principal amount of the Debentures at the time
        outstanding affected by such supplemental indenture (voting as a class),
        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
        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
        Debentures; provided, however, that no such supplemental indenture
        shall without the consent of the holders of each Debenture then outstanding
        and
        affected thereby (i) change the fixed maturity of any Debenture, or reduce
        the principal amount thereof or any premium thereon, or reduce the rate or
        extend the time of payment of interest thereon, or reduce any amount payable
        on
        redemption thereof or make the principal thereof or any interest or premium
        thereon payable in any coin or currency other than that provided in the
        Debentures, 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 Debentures the
        holders of which are required to consent to any such supplemental indenture;
        providedfurther, however, that if the Debentures are held
        by a trust or a trustee of such trust, such supplemental indenture shall
        not be
        effective until the holders of a majority in Liquidation Amount of Trust
        Securities shall have consented to such supplemental indenture;
providedfurther, however, that if the consent of the
        Securityholder of each outstanding Debenture is required, such supplemental
        indenture shall not be effective until each holder of the Trust 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 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 upon the Debenture
        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 9.2 to approve the particular form of any proposed supplemental
        indenture, but it shall be sufficient if such consent shall approve the
        substance thereof.

       

      Section
        9.3.  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 Debentures 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
        9.4.  Notation
        on Debentures.  

       

      Debentures
        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 Debentures 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 Debentures then
        outstanding.

       

      Section
        9.5.  Evidence
        of Compliance of Supplemental Indenture to be Furnished to
        Trustee.  

       

      The
        Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in
        addition to the documents required by Section 14.6, 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 of
        Counsel 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.

       

      ARTICLE
        X.

       

      REDEMPTION
        OF SECURITIES

       

      Section
        10.1.  Optional
        Redemption.  

       

      The
        Company shall have the right (subject to the receipt by the Company of prior
        approval (i) if the Company is a bank holding company, from the Federal
        Reserve, if then required under applicable capital guidelines or policies
        of the
        Federal Reserve or (ii) if the Company is a savings and loan holding
        company, from the OTS, if then required under applicable capital guidelines
        or
        policies of the OTS) to redeem the Debentures, in whole or in part, but in
        all
        cases in a principal amount with integral multiples of $1,000.00, on any
        Interest Payment Date on or after the Interest Payment Date in December 2012
        (the “Redemption Date”), at the Redemption Price.

       

      Section
        10.2.  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 (i) if the Company
        is a bank holding company, from the Federal Reserve, if then required under
        applicable capital guidelines or policies of the Federal Reserve or (ii) if
        the Company is a savings and loan holding company, from the OTS, if then
        required under applicable capital guidelines or policies of the OTS) to redeem
        the Debentures in whole, but not in part, at any Interest Payment Date, within
        120 days following the occurrence of such Special Event (the “Special
        Redemption Date”) at the Special Redemption Price.  If the Special
        Event redemption occurs prior to the Interest Payment Date in December 2012,
        the
        Company shall appoint a Quotation Agent, which shall be a designee of the
        Institutional Trustee, for the purpose of performing the services contemplated
        in, or by reference in, the definition of Special Redemption
        Price.  Any error in the calculation of the Special Redemption Price
        by the Quotation Agent or the Trustee may be corrected at any time by notice
        delivered to the Company and the holders of the Debentures.  Subject
        to the corrective rights set forth above, all certificates, communications,
        opinions, determinations, calculations, quotations and decisions given,
        expressed, made or obtained for the purposes of the provisions relating to
        the
        payment and calculation of the Special Redemption Price on the Debentures
        by the
        Trustee or the Quotation Agent, as the case may be, shall (in the absence
        of
        willful default, bad faith or manifest error) be final, conclusive and binding
        on the holders of the Debentures and the Company, and no liability shall
        attach
        (except as provided above) to the Trustee or the Quotation Agent in connection
        with the exercise or non-exercise by any of them of their respective powers,
        duties and discretion.

       

      Section
        10.3.  Notice
        of Redemption; Selection of Debentures.  

       

      In
        case
        the Company shall desire to exercise the right to redeem all, or, as the
        case
        may be, any part of the Debentures, it shall cause to be mailed a notice
        of such
        redemption at least 30 and not more than 60 days prior to the Redemption
        Date or the Special Redemption Date to the holders of Debentures so to be
        redeemed as a whole or in part at their last addresses as the same appear
        on the
        Debenture 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 Debenture designated for
        redemption as a whole or in part shall not affect the validity of the
        proceedings for the redemption of any other Debenture.

       

      Each
        such
        notice of redemption shall specify the CUSIP number, if any, of the Debentures
        to be redeemed, the Redemption Date or the Special Redemption Date, as
        applicable, the Redemption Price or the Special Redemption Price, as applicable,
        at which Debentures are to be redeemed, the place or places of payment, that
        payment will be made upon presentation and surrender of such Debentures,
        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
        Debentures are to be redeemed the notice of redemption shall specify the
        numbers
        of the Debentures to be redeemed.  In case the Debentures are to be
        redeemed 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 Debenture, a new Debenture
        or
        Debentures 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 Special Redemption
        Date,
        as applicable, 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
        or
        the Special Redemption Date, as applicable, all the Debentures so called
        for
        redemption at the appropriate Redemption Price or Special Redemption
        Price.

       

      If
        all,
        or less than all, the Debentures are to be redeemed, the Company will give
        the
        Trustee notice not less than 45 nor more than 60 days, respectively, prior
        to the Redemption Date or Special Redemption Date, as applicable, as to the
        aggregate principal amount of Debentures to be redeemed and the Trustee shall
        select, in such manner as in its sole discretion it shall deem appropriate
        and
        fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
        to
        be redeemed.

       

      Section
        10.4.  Payment
        of Debentures Called for Redemption.  

       

      If
        notice
        of redemption has been given as provided in Section 10.3, the Debentures or
        portions of Debentures with respect to which such notice has been given shall
        become due and payable on the Redemption Date or Special Redemption Date,
        as
        applicable, and at the place or places stated in such notice at the applicable
        Redemption Price or Special Redemption Price and on and after said date (unless
        the Company shall default in the payment of such Debentures at the Redemption
        Price or Special Redemption Price, as applicable) interest on the Debentures
        or
        portions of Debentures so called for redemption shall cease to
        accrue.  On presentation and surrender of such Debentures at a place
        of payment specified in said notice, such Debentures or the specified portions
        thereof shall be paid and redeemed by the Company at the applicable Redemption
        Price or Special Redemption Price.

       

      Upon
        presentation of any Debenture 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 Debenture or Debentures of
        authorized denominations, in principal amount equal to the unredeemed portion
        of
        the Debenture so presented.

       

      ARTICLE
        XI.

       

      CONSOLIDATION,
        MERGER, SALE, CONVEYANCE AND LEASE

       

      Section
        11.1.  Company
        May Consolidate, etc., on Certain Terms.  

       

      Nothing
        contained in this Indenture or in the Debentures shall prevent any consolidation
        or merger of the Company with or into any other Person (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 the property
        of
        the Company or its successor or successors as an entirety, or substantially
        as
        an entirety, to any other Person (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, upon any such consolidation, merger (where the Company is not the
        surviving corporation), sale, conveyance, transfer or other disposition,
        the due
        and punctual payment of the principal of (and premium, if any) and interest
        on
        all of the Debentures in accordance with their terms, according to their
        tenor,
        and the due and punctual performance and observance of all the covenants
        and
        conditions of this Indenture to be kept or performed by the Company, shall
        be
        expressly assumed by supplemental indenture satisfactory in form to the Trustee
        executed and delivered to the Trustee by the entity formed by such
        consolidation, or into which the Company shall have been merged, or by the
        entity which shall have acquired such property.

       

      Section
        11.2.  Successor
        Entity to be Substituted.  

       

      In
        case
        of any such consolidation, merger, sale, conveyance, transfer or other
        disposition and upon the assumption by the successor entity, by supplemental
        indenture, executed and delivered to the Trustee and 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 Debentures 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
        Debentures.  Such successor entity thereupon may cause to be signed,
        and may issue in its own name, any or all of the Debentures 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 Debentures 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 Debentures which such successor
        entity thereafter shall cause to be signed and delivered to the Trustee or
        the
        Authenticating Agent for that purpose.  All the Debentures so issued
        shall in all respects have the same legal rank and benefit under this Indenture
        as the Debentures theretofore or thereafter issued in accordance with the
        terms
        of this Indenture as though all of such Debentures had been issued at the
        date
        of the execution hereof.

       

      Section
        11.3.  Opinion
        of Counsel to be Given to Trustee.  

       

      The
        Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive,
        in addition to the Opinion of Counsel required by Section 9.5, 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
        12.1.  Discharge
        of Indenture.  

       

      When

       

      
        	
                 

              	
                (a)

              	
                the
                  Company shall deliver to the Trustee for cancellation all Debentures
                  theretofore authenticated (other than any Debentures which shall
                  have been
                  destroyed, lost or stolen and which shall have been replaced or
                  paid as
                  provided in Section 2.6) and not theretofore canceled,
                  or

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  the Debentures not theretofore canceled or delivered to the Trustee
                  for
                  cancellation shall have become due and payable, or are by their
                  terms to
                  become due and payable within 1 year or are to be called for redemption
                  within 1 year under arrangements satisfactory to the Trustee for
                  the
                  giving of notice of redemption, and the 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 Debentures
                  (other than any Debentures which shall have been destroyed, lost
                  or stolen
                  and which shall have been replaced or paid as provided in
                  Section 2.6) not theretofore canceled or delivered to the Trustee for
                  cancellation, including principal and premium, if any, and interest
                  due or
                  to become due to such date of maturity or redemption date, as the
                  case may
                  be, but excluding, however, the amount of any moneys for the payment
                  of
                  principal of, and premium, if any, or interest on the Debentures
                  (1) theretofore repaid to the Company in accordance with the
                  provisions of Section 12.4, or (2) paid to any state or to the
                  District of Columbia pursuant to its unclaimed property or similar
                  laws,

              


      

       

      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 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
        survive until such Debentures shall mature and be paid.  Thereafter,
        Sections 6.6 and 12.4 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 agrees to
        reimburse the Trustee for any costs or expenses thereafter reasonably and
        properly incurred by the Trustee in connection with this Indenture or the
        Debentures.

       

      Section
        12.2.  Deposited
        Moneys to be Held in Trust by Trustee.  

       

      Subject
        to the provisions of Section 12.4, all moneys deposited with the Trustee
        pursuant to Section 12.1 shall be held in trust in a non-interest bearing
        account 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 Debentures 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
        12.3.  Paying
        Agent to Repay Moneys Held.  

       

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

       

      Section
        12.4.  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 Debentures and not
        applied
        but remaining unclaimed by the holders of Debentures for 2 years after the
        date
        upon which the principal of, and premium, if any, or interest on such
        Debentures, as the case may be, shall have become due and payable, shall,
        subject to applicable escheatment laws, be repaid to the Company by the Trustee
        or such paying agent on written demand; and the holder of any of the Debentures
        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
        13.1.  Indenture
        and Debentures Solely Corporate
        Obligations.  

       

      No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debenture, 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
        Debenture, or because of the creation of any indebtedness represented thereby,
        shall be had against any incorporator, stockholder, employee, officer or
        director, as such, past, present or future, of the Company or of any successor
        Person of the Company, either directly or through the Company or any successor
        Person 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
        expressly understood 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 Debentures.

       

      ARTICLE
        XIV.

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        14.1.  Successors.  

       

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

       

      Section
        14.2.  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
        14.3.  Surrender
        of Company Powers.  

       

      The
        Company by instrument in writing executed by authority of at least 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
        14.4.  Addresses
        for Notices, etc.  

       

      Any
        notice, consent, direction, request, authorization, waiver or demand which
        by
        any provision of this Indenture is required or permitted to be given, made,
        furnished or served by the Trustee or by the Securityholders on or to the
        Company may be given or served in writing by being deposited postage prepaid by
        registered or certified mail in a post office letter box addressed (until
        another address is filed by the Company, with the Trustee for the purpose)
        to
        the Company, 4811 U.S. Route #5, Derby, Vermont  05829,
        Attention:  Stephen P. Marsh.  Any notice, consent,
        direction, request, authorization, waiver 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 the
        Trustee, addressed to the Trustee, Rodney Square North, 1100 North Market
        Street, Wilmington, Delaware  19890-1600,
        Attention:  Corporate Trust Administration.  Any notice,
        consent, direction, request, authorization, waiver or demand on or to any
        Securityholder shall be deemed to have been sufficiently given or made, for
        all
        purposes, if given or made in writing at the address set forth in the Debenture
        Register.

       

      Section
        14.5.  Governing
        Law.  

       

      This
        Indenture and each Debenture shall be deemed to be a contract made under
        the law
        of the State of New York, and for all purposes shall be governed by and
        construed in accordance with the law of said State, without regard to conflict
        of laws principles thereof.

       

      Section
        14.6.  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.

       

      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 shall include (1) a statement that the person making such
        certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, he has made
        such examination or investigation as is necessary to enable him to express
        an
        informed opinion as to whether or not such covenant or condition has been
        complied with; and (4) a statement as to whether or not in the opinion of
        such person, such condition or covenant has been complied with.

       

      Section
        14.7.  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
        14.8.  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
        14.9.  Separability.  

       

      In
        case
        any one or more of the provisions contained in this Indenture or in the
        Debentures 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 Debentures, but this Indenture
        and such Debentures shall be construed as if such invalid or illegal or
        unenforceable provision had never been contained herein or therein.

       

      Section
        14.10.  Assignment.  

       

      The
        Company will have the right at all times to assign any of its rights or
        obligations under this Indenture to a direct or indirect wholly owned Subsidiary
        of the Company, provided 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 hereto.

       

      Section
        14.11.  Acknowledgment
        of Rights.  

       

      The
        Company agrees that, with respect to any Debentures 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 Debentures
        held as the assets of such Trust after the holders of a majority in Liquidation
        Amount of the Capital Securities of such Trust have so directed 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 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 Debentures
        on the date such interest (or premium, if any) or principal is otherwise
        payable
        (or in the case of redemption, on the redemption date), the Company agrees
        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 Debentures
        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 Debentures.

       

      ARTICLE
        XV.

       

      SUBORDINATION
        OF DEBENTURES

       

      Section
        15.1.  Agreement
        to Subordinate.  

       

      The
        Company covenants and agrees, and each holder of Debentures by such
        Securityholder’s acceptance thereof likewise covenants and agrees, that all
        Debentures shall be issued subject to the provisions of this Article XV;
        and each holder of a Debenture, 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 principal of, and premium, if any, and interest
        on
        all Debentures 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; provided,
        however, that the Debentures shall rank pari passu in all
        material respects with any current indebtedness, liabilities or obligations
        of
        the Company, or any Subsidiary of the Company, under debt securities (or
        guarantees in respect of debt securities) issued 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 that are eligible to qualify for
        Tier 1 capital treatment (or its then equivalent) for purposes of the
        capital adequacy guidelines of the Federal Reserve, as then in effect and
        applicable to the Company.

       

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

       

      Section
        15.2.  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 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 principal (including
        redemption) of, or premium, if any, or interest on the Debentures.

       

      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 15.2, such payment shall, subject to Section 15.7, 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
        15.3.  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
        account
        of the principal (and premium, if any) or interest on the
        Debentures.  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 (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 or to the
        Trustee.

       

      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 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 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, 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 Debentures to the payment of all Senior Indebtedness, that
        may at
        the time be outstanding, provided that (i) such Senior Indebtedness is
        assumed by the new corporation, if any, resulting from any such reorganization
        or readjustment, and (ii) 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 or transfer 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 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 15.2 or
        in this Section shall apply to claims of, or payments to, the Trustee under
        or
        pursuant to Section 6.6 of this Indenture.

       

      Section
        15.4.  Subrogation.  

       

      Subject
        to the payment in full of all Senior Indebtedness, 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 the principal of (and premium,
        if
        any) and interest on the Debentures shall be paid in full.  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
        Debentures 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 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 or in the
        Debentures is intended to or shall impair, as between the Company, its creditors
        other than the holders of Senior Indebtedness, and the holders of the
        Debentures, the obligation of the Company, which is absolute and unconditional,
        to pay to the holders of the Debentures the principal of (and premium, if
        any)
        and interest on the Debentures 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 Debentures and creditors of the Company, other
        than
        the holders of Senior Indebtedness, nor shall anything herein or therein
        prevent
        the Trustee or the holder of any Debenture 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.

       

      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
        15.5.  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
        15.6.  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 monies to or by the Trustee in
        respect of the Debentures pursuant to the provisions of this
        Article XV.  Notwithstanding the provisions of this
        Article XV or any other provision of this Indenture, the Trustee shall not
        be charged with knowledge of the existence of any facts that would prohibit
        the
        making of any payment of monies to or by the Trustee in respect of the
        Debentures 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 at least
        2
        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 Debenture), 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 2 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 to be a holder of Senior Indebtedness (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.

       

      Section
        15.7.  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 shall deprive the Trustee of any of its rights
        as such
        holder.

       

      With
        respect to the holders of Senior Indebtedness, 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 against the Trustee.  The Trustee shall not 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 6.6.

       

      Section
        15.8.  Subordination
        May Not Be Impaired.  

       

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

       

      Without
        in any way limiting the generality of the foregoing paragraph, the holders
        of
        Senior Indebtedness may, at any time and from time to time, without the consent
        of or notice to the Trustee or the 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 Debentures to the holders of such Senior Indebtedness,
        do any
        one or more of the following:  (i) change the manner, place or
        terms of payment or extend the time of payment of, or renew or alter, 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; (ii) sell, exchange, release or
        otherwise deal with any property pledged, mortgaged or otherwise securing
        such
        Senior Indebtedness; (iii) release any Person liable in any manner for the
        collection of such Senior Indebtedness; and (iv) exercise or refrain from
        exercising any rights against the Company, and any other Person.

       

      Signatures
        appear on the following page

       


      
        
          
          

        

        
          
          

          
            

          

        

         

      


      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.

       

      COMMUNITY
        BANCORP.

      


      


      By 
        /s/Richard C. White

      Name: 
Richard
        C.
        White

      Title: 
Chairman
&
        CEO

      


      


      WILMINGTON
        TRUST COMPANY, as Trustee

      


      


      By 
        /s/ W. T. Morris, II

       

         Name:
        W. Thomas
        Morris, II

         Title: 
        Assistant Vice President


      
        
          
          

        

        
          
          

          
            

          

        

         

      


      EXHIBIT
        A

       

      FORM
        OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
        DEBENTURE

       

      [FORM
        OF
        FACE OF SECURITY]

       

      THIS
        SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
        UNITED
        STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL
        DEPOSIT
        INSURANCE CORPORATION.

       

      THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
        SECURITIES LAW.  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 AND ANY APPLICABLE STATE SECURITIES
        LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
        OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
        (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
        UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
        NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
        RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
        (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
        SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
        ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
        INSTITUTIONAL 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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
        RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER
        OR
        HOLDER IS ELIGIBLE FOR 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 THE SECURITIES OR ANY INTEREST
        THEREIN WILL BE DEEMED TO HAVE 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 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.

       

      THIS
        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
        AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
        $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY
        IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00
        SHALL
        BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

       

      THE
        HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
        RESTRICTIONS.

       

      IN
        CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
        TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED
        BY THE
        INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
        RESTRICTIONS.

       

      Fixed/Floating
        Rate Junior Subordinated Deferrable Interest Debenture

       

      of

       

      Community
        Bancorp.

       

      October 31,
        2007

       

      Community
        Bancorp., a Vermont corporation (the “Company” which term includes any successor
        Person under the Indenture hereinafter referred to), for value received promises
        to pay to Wilmington Trust Company, not in its individual capacity but solely
        as
        Institutional Trustee for CMTV Statutory Trust I (the “Holder”) or
        registered assigns, the principal sum of twelve million eight hundred
        eighty-seven thousand dollars ($12,887,000.00) on December 15, 2037, and to
        pay interest on said principal sum from October 31, 2007, or from the most
        recent Interest Payment Date (as defined below) 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
        of each year or if such day is not a Business Day, then the next succeeding
        Business Day (each such date, an “Interest Payment Date”) (it being understood
        that interest accrues for any such non-Business Day during the applicable
        Distribution Period, beginning on or after December 15, 2012), commencing
        on the Interest Payment Date in December 2007, at an annual rate equal to
        7.56%
        beginning on (and including) the date of original issuance and ending on
        (but
        excluding) the Interest Payment Date in December 2012 and at an annual rate
        for
        each successive period beginning on (and including) the Interest Payment
        Date in
        December 2012, and each succeeding Interest Payment Date, and ending on (but
        excluding) the next succeeding Interest Payment Date (each a “Distribution
        Period”), equal to 3-Month LIBOR, determined as described below, plus 2.85% (the
        “Coupon Rate”), applied to the principal amount hereof, until the principal
        hereof is paid or duly provided for or made available for payment, 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 (including Additional Interest) at the Interest Rate in effect for
        each
        applicable period, compounded quarterly, from the dates such amounts are
        due
        until they are paid or made available for payment.  The amount of
        interest payable (i) for any Distribution Period commencing on or after the
        date of original issuance but before the Interest Payment Date in December
        2012
        will be computed on the basis of a 360-day year of twelve 30-day months,
        and
        (ii) for the Distribution Period commencing on the Interest Payment Date in
        December 2012 and each succeeding Distribution Period will be computed on
        the
        basis of the actual number of days in the Distribution Period concerned divided
        by 360.  The interest installment so payable, and punctually paid or
        duly provided for, on any Interest Payment Date will, as provided in the
        Indenture, be paid to the Person in whose name this Debenture (or one or
        more
        Predecessor Securities) is registered at the close of business on the regular
        record date for such interest installment, which shall be fifteen Business
        Days
        prior to the day on which the relevant Interest Payment Date
        occurs.  Any such interest installment not so punctually paid or duly
        provided for shall forthwith cease to be payable to the Holder on such regular
        record date and may be paid to the Person in whose name this Debenture (or
        one
        or more Predecessor Securities) is registered at the close of business on
        a
        special record date.

       

      “3-Month
        LIBOR” as used herein, means the London interbank offered interest rate for
        three-month U.S. dollar deposits determined by the Trustee in the following
        order of priority:  (i) the rate (expressed as a percentage per annum)
        for U.S. dollar deposits having a three-month maturity that appears on Reuters
        Page LIBOR01 as of 11:00 a.m. (London time) on the related Determination
        Date
        (“Reuters Page LIBOR01” means the display designated as “LIBOR01” on Reuters or
        such other page as may replace Reuters Page LIBOR01 on that service or such
        other service or services as may be nominated by the British Bankers’
Association as the information vendor for the purpose of displaying London
        interbank offered rates for U.S. dollar deposits); (ii) if such rate cannot
        be
        identified on the related Determination Date, the Trustee will request the
        principal London offices of four leading banks in the London interbank market
        to
        provide such banks’ offered quotations (expressed as percentages per annum) to
        prime banks in the London interbank market for U.S. dollar deposits having
        a
        three-month maturity as of 11:00 a.m. (London time) on such Determination
        Date.  If at least two quotations are provided, 3-Month LIBOR will be
        the arithmetic mean of such quotations; (iii) if fewer than two such
        quotations are provided as requested in clause (ii) above, the Trustee will
        request four major New York City banks to provide such banks’ offered quotations
        (expressed as percentages per annum) to leading European banks for loans
        in U.S.
        dollars as of 11:00 a.m. (London time) on such Determination Date.  If
        at least two such quotations are provided, 3-Month LIBOR will be the arithmetic
        mean of such quotations; and (iv) if fewer than two such quotations are
        provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
        LIBOR determined with respect to the Distribution Period immediately preceding
        such current Distribution Period.  If the rate for U.S. dollar
        deposits having a three-month maturity that initially appears on Reuters
        Page
        LIBOR01 as of 11:00 a.m. (London time) on the related Determination Date
        is
        superseded on the Reuters Page LIBOR01 by a corrected rate by 12:00 noon
        (London
        time) on such Determination Date, then the corrected rate as so substituted
        on
        the applicable page will be the applicable 3-Month LIBOR for such Determination
        Date.  As used herein, “Determination Date” means the date that is two
        London Banking Days (i.e., a business day in which dealings in deposits in
        U.S.
        dollars are transacted in the London interbank market) preceding the
        commencement of the relevant Distribution Period.

       

      The
        Interest Rate for any Distribution Period will at no time be higher than
        the
        maximum rate then permitted by New York law as the same may be modified by
        United States law.

       

      All
        percentages resulting from any calculations on the Debentures 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)).

       

      The
        principal of and interest on this Debenture 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 by check mailed to the registered holder at such address as shall appear
        in
        the Debenture Register if a request for a wire transfer by such holder has
        not
        been received by the Company or by wire transfer to an account appropriately
        designated by the holder hereof.  Notwithstanding the foregoing, so
        long as the holder of this Debenture is the Institutional Trustee, the payment
        of the principal of and interest on this Debenture will be made in immediately
        available funds at such place and to such account as may be designated by
        the
        Trustee.

       

      So
        long
        as no Acceleration Event of Default 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 Debentures by extending the
        interest payment period on the Debentures at any time and from time to time
        during the term of the Debentures, for up to 20 consecutive quarterly
        periods (each such extended interest payment period, an “Extension Period”),
        during which Extension Period no interest (including Additional Interest)
        shall
        be due and payable (except any Additional Sums that may be due and
        payable).  No Extension Period may end on a date other than an
        Interest Payment Date.  During an Extension Period, interest will
        continue to accrue on the Debentures, and interest on such accrued interest
        will
        accrue at an annual rate equal to the Interest Rate in effect for such Extension
        Period, compounded quarterly from the date such interest would have been
        payable
        were it not for the Extension Period, to the extent permitted by law (such
        interest referred to herein as “Additional Interest”).  At the end of
        any such Extension Period the Company shall pay all interest then accrued
        and
        unpaid on the Debentures (together with Additional Interest thereon);
provided, however, that no Extension Period may extend beyond the
        Maturity Date; providedfurther, however, that during any
        such Extension Period, the Company shall not and shall not permit any Affiliate
        to engage in any of the activities or transactions described on the reverse
        side
        hereof and in the 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 20 consecutive quarterly periods, or extend beyond
        the Maturity Date.  Upon the termination of any Extension Period and
        upon the payment of all accrued and unpaid interest and Additional Interest,
        the
        Company may commence a new Extension Period, subject to the foregoing
        requirements.  No interest or Additional Interest shall be due and
        payable during an Extension Period, except at the end thereof, but each
        installment of interest that would otherwise have been due and payable during
        such Extension Period shall bear Additional Interest.  The Company
        must give the Trustee notice of its election to begin or extend an Extension
        Period by the close of business at least 15 Business Days prior to the Interest
        Payment Date with respect to which interest on the Debentures would have
        been
        payable except for the election to begin or extend such Extension
        Period.

       

      The
        indebtedness evidenced by this Debenture 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 Debenture is issued subject to
        the
        provisions of the Indenture with respect thereto.  Each holder of this
        Debenture, by accepting the same, (a) agrees to and shall be bound by such
        provisions, (b) authorizes and directs the Trustee on his or her behalf to
        take such action as may be necessary or appropriate to acknowledge or effectuate
        the subordination so provided and (c) appoints the Trustee his or her
        attorney-in-fact for any and all such purposes.  Each holder hereof,
        by his or her acceptance hereof, hereby waives all notice of the acceptance
        of
        the subordination provisions contained herein and in the Indenture by each
        holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
        and waives reliance by each such holder upon said provisions.

       

      This
        Debenture shall not be entitled to any benefit under the Indenture hereinafter
        referred to, 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 Debenture are continued on the reverse side hereof and
        such
        provisions shall for all purposes have the same effect as though fully set
        forth
        at this place.

       


      
        
          
          

        

        
          
          

          
            

          

        

         

      


      IN
        WITNESS WHEREOF, the Company has duly executed this certificate.

       

      COMMUNITY
        BANCORP.

      


      


      By

      Name:

      Title:

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      WILMINGTON
        TRUST COMPANY, as Trustee

      


      


      By:

      Authorized
        Officer

      



      
        
          
          

        

        
          
          

          
            

          

        

         

      


      [FORM
        OF
        REVERSE OF DEBENTURE]

      


      This
        Debenture is one of the fixed/floating rate junior subordinated deferrable
        interest debentures of the Company, all issued or to be issued under and
        pursuant to the Indenture dated as of October 31, 2007 (the “Indenture”),
        duly executed and delivered between the Company and the Trustee, to which
        Indenture 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 Debentures.  The Debentures are limited
        in aggregate principal amount as specified in the Indenture.

       

      Upon
        the
        occurrence and continuation of a Special Event prior to the Interest Payment
        Date in December 2012, the Company shall have the right to redeem the Debentures
        in whole, but not in part, at any Interest Payment Date, within 120 days
        following the occurrence of such Special Event, at the Special Redemption
        Price.

       

      In
        addition, the Company shall have the right to redeem the Debentures, in whole
        or
        in part, but in all cases in a principal amount with integral multiples of
        $1,000.00, on any Interest Payment Date on or after the Interest Payment
        Date in
        December 2012, at the Redemption Price.

       

      Prior
        to
        10:00 a.m. New York City time on the Redemption Date or Special Redemption
        Date,
        as applicable, 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
        or
        the Special Redemption Date, as applicable, all the Debentures so called
        for
        redemption at the appropriate Redemption Price or Special Redemption
        Price.

       

      If
        all,
        or less than all, the Debentures are to be redeemed, the Company will give
        the
        Trustee notice not less than 45 nor more than 60 days, respectively, prior
        to the Redemption Date or Special Redemption Date, as applicable, as to the
        aggregate principal amount of Debentures to be redeemed and the Trustee shall
        select, in such manner as in its sole discretion it shall deem appropriate
        and
        fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
        to
        be redeemed.

       

      Notwithstanding
        the foregoing, any redemption of Debentures by the Company shall be subject
        to
        the receipt of any and all required regulatory approvals.

       

      In
        case
        an Acceleration Event of Default shall have occurred and be continuing, upon
        demand of the Trustee, the principal of all of the Debentures shall become
        due
        and payable 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 Debentures at the time outstanding, to execute supplemental indentures
        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
        Debentures; provided, however, that no such supplemental indenture
        shall without the consent of the holders of each Debenture then outstanding
        and
        affected thereby (i) change the fixed maturity of any Debenture, or reduce
        the principal amount thereof or any premium thereon, or reduce the rate or
        extend the time of payment of interest thereon, or reduce any amount payable
        on
        redemption thereof or make the principal thereof or any interest or premium
        thereon payable in any coin or currency other than that provided in the
        Debentures, 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 Debentures 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 Debentures at the time outstanding on behalf
        of the holders of all of the Debentures to 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 Debentures, (b) in respect of covenants or
        provisions hereof or of the Indenture which cannot be modified or amended
        without the consent of the holder of each Debenture affected, or (c) in
        respect of the covenants contained in Section 3.9 of the Indenture;
provided, however, that if the Debentures are held by the Trust or
        a trustee of such trust, such waiver or modification to such waiver shall
        not be
        effective until the holders of a majority in Liquidation Amount of 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 Debenture is required, such waiver shall not be effective
        until each holder of the Trust Securities of the Trust shall have consented
        to
        such waiver.  Upon any such waiver, the default covered thereby shall
        be deemed to be cured for all purposes of the Indenture and the Company,
        the
        Trustee and the holders of the Debentures shall be restored to their former
        positions and rights hereunder, respectively; but no 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 the Indenture, said default
        or
        Event of Default shall for all purposes of the Debentures and the Indenture
        be
        deemed to have been cured and to be not continuing.

       

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

       

      The
        Company has agreed that if Debentures 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 Debentures 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
        Debentures by extending the interest payment period as provided herein and
        such
        Extension Period, or any extension thereof, shall be continuing, then the
        Company shall not, and shall not allow any Affiliate of the Company to,
        (x) 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 its Affiliates’ capital stock (other than payments of dividends
        or distributions to the Company or payments of dividends from direct or indirect
        subsidiaries of the Company to their parent corporations, which also shall
        be
        direct or indirect subsidiaries of the Company) or make any guarantee payments
        with respect to the foregoing or (y) make any payment of principal of or
        interest or premium, if any, on or repay, repurchase or redeem any debt
        securities of the Company or any Affiliate that rank pari passu in all
        respects with or junior in interest to the Debentures (other than, with respect
        to clauses (x) and (y) above,  (1) repurchases, redemptions or
        other acquisitions of shares of capital stock of the Company in connection
        with
        any employment contract, benefit plan or other similar arrangement with or
        for
        the benefit of one or more employees, officers, directors or consultants,
        in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or in
        connection with the issuance of capital stock of the 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,
        if any, (2) as a result of any exchange or conversion of any class or
        series of the Company’s capital stock (or any capital stock of a subsidiary of
        the Company) for any class or series of the Company’s capital stock or of any
        class or series of the Company’s indebtedness for any class or series of the
        Company’s capital stock, (3) 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, (4) any
        declaration of a dividend in connection with any stockholders’ rights plan, or
        the issuance of rights, stock or other property under any stockholders’ rights
        plan, or the redemption or repurchase of rights pursuant thereto, (5) 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 and any cash payments in
        lieu of fractional shares issued in connection therewith, (6) payments of
        principal or interest on debt securities or payments of cash dividends or
        distributions on any capital stock issued by an Affiliate that is not, in
        whole
        or in part, a subsidiary of the Company (or any redemptions, repurchases
        or
        liquidation payments on such stock or securities), or (7) payments under
        the Capital Securities Guarantee).

       

      The
        Debentures are issuable only in registered, certificated form without coupons
        and in minimum denominations of $100,000.00 and any multiple of $1,000.00
        in
        excess thereof.  As provided in the Indenture and subject to the
        transfer restrictions and limitations as may be contained herein and therein
        from time to time, this Debenture is transferable by the holder hereof on
        the
        Debenture Register of the Company.  Upon due presentment for
        registration of transfer of any Debenture at the Principal Office of the
        Trustee
        or at any office or agency of the Company maintained for such purpose as
        provided in Section 3.2 of the Indenture, 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 Debenture for a like aggregate principal
        amount.  All Debentures 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
        the Trustee or the Authenticating Agent duly executed by the holder or his
        attorney duly authorized in writing.  No service charge shall be made
        for any exchange or registration of transfer of Debentures, 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.

       

      Prior
        to
        due presentment for registration of transfer of any Debenture, the Company,
        the
        Trustee, any Authenticating Agent, any paying agent, any transfer agent and
        any
        Debenture registrar may deem the Person in whose name such Debenture shall
        be
        registered upon the Debenture Register to be, and may treat him as, the absolute
        owner of such Debenture (whether or not such Debenture shall be overdue)
        for the
        purpose of receiving payment of or on account of the principal of, premium,
        if
        any, and interest on such Debenture 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 Debenture registrar shall be affected by any notice
        to the contrary.  All such payments so made to any holder for the time
        being or upon his 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 Debenture.

       

      No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debenture, 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 the Indenture or in any supplemental indenture, or in any such
        Debenture, or because of the creation of any indebtedness represented thereby,
        shall be had against any incorporator, stockholder, employee, officer or
        director, as such, past, present or future, of the Company or of any successor
        Person of the Company, either directly or through the Company or any successor
        Person 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
        expressly understood that all such liability is hereby expressly waived and
        released as a condition of, and as a consideration for, the execution of
        the
        Indenture and the issue of the Debentures.

       

      Capitalized
        terms used and not defined in this Debenture shall have the meanings assigned
        in
        the Indenture dated as of the date of original issuance of this Debenture
        between the Trustee and the Company.

       

      THE
        INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
        PRINCIPLES THEREOF.


      
        
          
          

        

        
          
          

          
            

          

        

         

      


      EXHIBIT
        B

      


      FORM
        OF CERTIFICATE TO TRUSTEE

      


      Pursuant
        to Section 3.5 of the
        Indenture between Community Bancorp., as the Company (the “Company”), and
        Wilmington Trust Company, as Trustee, dated as of October 31, 2007 (the
“Indenture”), the undersigned hereby certifies as follows:

      
        	
                1.  

              	
                In
                  my capacity as an officer of the Company, I would normally have
                  knowledge
                  of any default by the Company during the last fiscal year in the
                  performance of any covenants of the Company contained in the
                  Indenture.

              


      

      
        	
                2.  

              	
                [To
                  my knowledge, the Company is not in default in the performance
                  of any
                  covenants contained in the
                  Indenture.

              


      

      or,
        alternatively:

      I
        am
        aware of the default(s) in the performance of covenants in the Indentures,
        as
        specified below.]

      Capitalized
        terms used herein, and not
        otherwise defined herein, have the respective meanings ascribed thereto in
        the
        Indenture.

      IN
        WITNESS WHEREOF, the undersigned has
        executed this Certificate.

      


      Date:

      


      


      ______________________________

      Name:

      Title:


      
        
          
          

        

        
          
          

          
            

          

        

         

      


      EXHIBIT
        C

      


      FORM
        OF QUARTERLY REPORT

      


      Wilmington
        Trust Company

      1100
        N.
        Market Street

      Wilmington,
        Delaware  19890

      Attention:
        Corporate Trust Administration - PreTSL

      


      BANK
        HOLDING COMPANY

      As
        of
        [March 31, June 30, September 30 or December 31], 20__

       

      
        
          	
                  Tier
                    1 to Risk Weighted Assets

                	
                  _________%

                
	 	 
	
                  Ratio
                    of Double Leverage

                	
                  _________%

                
	 	 
	
                  Non-Performing
                    Assets to Loans and OREO

                	
                  _________%

                
	 	 
	
                  Ratio
                    of Reserves to Non-Performing Loans

                	
                  _________%

                
	 	 
	
                  Ratio
                    of Net Charge-Offs to Loans

                	
                  _________%

                
	 	 
	
                  Return
                    on Average Assets (annualized)**

                	
                  _________%

                
	 	 
	
                  Net
                    Interest Margin (annualized)**

                	
                  _________%

                
	 	 
	
                  Efficiency
                    Ratio

                	
                  _________%

                
	 	 
	
                  Ratio
                    of Loans to Assets

                	
                  _________%

                
	 	 
	
                  Ratio
                    of Loans to Deposits

                	
                  _________%

                
	 	 
	
                  Total
                    Assets

                	
                  $__________

                
	 	 
	
                  Year
                    to Date Income

                	
                  $__________

                


        



      *A
        table
        describing the quarterly report calculation procedures is provided on page
        C-2

      


      **
        To
        annualize Return on Average Assets and Net Interest Margin do the
        following:

      1st
        Quarter-multiply
        income statement item by 4, then divide by balance sheet item(s)

      2nd
        Quarter-multiply
        income statement item by 2, then divide by balance sheet item(s)

      3rd
        Quarter-divide
        income statement item by 3, then multiply by 4, then divide by balance sheet
        item(s)

      4th
        Quarter-should
        already be an annual number

      NO
        ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS

      


      cc:           FTN
        Financial Capital
        Markets                                                                      Keefe,
        Bruyette & Woods, Inc.

      845
        Crossover Lane, Suite
        150                                                                       787
        7th Avenue, 4th Floor

      Memphis,
        Tennessee  38117                                                                           New
        York, New York  10019

      Attention:  Structured
        Finance
        Group                                                           Attention:  Mitchell
        Kleinman, General Counsel


      
        
          
          

        

        
          
          

          
            

          

        

         

      


      Financial
        Definitions

      


      


      
        	
                Report
                  Item

              	
                 

                Description
                  of Calculation

              
	
                “Tier
                  1 Capital” to Risk Weighted Assets

              	
                Tier
                  1 Risk Ratio:  Core Capital (Tier 1)/ Risk-Adjusted
                  Assets

              
	
                Ratio
                  of Double Leverage

              	
                Total
                  equity investments in subsidiaries divided by the total equity
                  capital.  This field is calculated at the parent company
                  level.  “Subsidiaries” include bank, bank holding company, and
                  nonbank subsidiaries.

              
	
                Non-Performing
                  Assets to Loans and OREO

              	
                Total
                  Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                  Repossessed Assets)/ Total Loans + Foreclosed Real
                  Estate

              
	
                Ratio
                  of Reserves to Non-Performing Loans

              	
                Total
                  Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                  Loans
                  (Nonaccrual + Restructured)

              
	
                Ratio
                  of Net Charge-Offs to Loans

              	
                Net
                  charge offs for the period as a percentage of average
                  loans.

              
	
                Return
                  on Assets

              	
                Net
                  Income as a percentage of Assets.

              
	
                Net
                  Interest Margin

              	
                (Net
                  Interest Income Fully Taxable Equivalent, if available / Average
                  Earning
                  Assets)

              
	
                Efficiency
                  Ratio

              	
                (Noninterest
                  Expense)/ (Net  Interest Income Fully Taxable Equivalent, if
                  available, plus Noninterest Income)

              
	
                Ratio
                  of Loans to Assets

              	
                Total
                  Loans & Leases (Net of Unearned Income & Gross of Reserve)/ Total
                  Assets

              
	
                Ratio
                  of Loans to Deposits

              	
                Total
                  Loans & Leases (Net of Unearned Income & Gross of Reserve)/ Total
                  Deposits (Includes Domestic and Foreign Deposits)

              
	
                Total
                  Assets

              	
                The
                  sum of total assets.  Includes cash and balances due from
                  depository institutions; securities; federal funds sold and securities
                  purchased under agreements to resell; loans and lease financing
                  receivables; trading assets; premises and fixed assets; other real
                  estate
                  owned; investments in unconsolidated subsidiaries and associated
                  companies; customer’s liability on acceptances outstanding; intangible
                  assets; and other assets.

              
	
                Net
                  Income

              	
                The
                  sum of income (loss) before extraordinary items and other adjustments
                  and
                  extraordinary items; and other adjustments, net of income
                  taxes.