Exhibit 10.6


	Exhibit 10.6





	








JUNIOR SUBORDINATED INDENTURE




between




SIMMONS FIRST NATIONAL CORPORATION




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee









Dated as of December 16, 2003





























	

TABLE OF CONTENTS



Page








	ARTICLE I	 	Definitions and Other Provisions of General Application	 	1




	 	 	SECTION 1.1.	 	Definitions	 	1
	 	 	SECTION 1.2.	 	Compliance Certificate and Opinions	 	10
	 	 	SECTION 1.3.	 	Forms of Documents Delivered to Trustee	 	11
	 	 	SECTION 1.4.	 	Acts of Holders	 	11
	 	 	SECTION 1.5.	 	Notices, Etc. to Trustee and Company	 	13
	 	 	SECTION 1.6.	 	Notice to Holders; Waiver	 	14
	 	 	SECTION 1.7.	 	Effect of Headings and Table of Contents	 	14
	 	 	SECTION 1.8.	 	Successors and Assigns	 	14
	 	 	SECTION 1.9.	 	Separability Clause	 	14
	 	 	SECTION 1.10.	 	Benefits of Indenture	 	14
	 	 	SECTION 1.11.	 	Governing Law	 	15
	 	 	SECTION 1.12.	 	Submission to Jurisdiction	 	15
	 	 	SECTION 1.13.	 	Non-Business Days	 	15





	ARTICLE II	 	Security Forms	 	15




	 	 	SECTION 2.1.	 	Form of Security	 	15
	 	 	SECTION 2.2.	 	Restricted Legend	 	21
	 	 	SECTION 2.3.	 	Form of Trustee’s Certificate of Authentication	 	23
	 	 	SECTION 2.4.	 	Temporary Securities	 	23
	 	 	SECTION 2.5.	 	Definitive Securities	 	24





	ARTICLE III	 	The Securities	 	24




	 	 	SECTION 3.1.	 	Payment of Principal and Interest	 	24
	 	 	SECTION 3.2.	 	Denominations	 	26
	 	 	SECTION 3.3.	 	Execution, Authentication, Delivery and Dating	 	26
	 	 	SECTION 3.4.	 	Global Securities	 	27
	 	 	SECTION 3.5.	 	Registration, Transfer and Exchange Generally	 	29
	 	 	SECTION 3.6.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	30
	 	 	SECTION 3.7.	 	Persons Deemed Owners	 	31
	 	 	SECTION 3.8.	 	Cancellation	 	31
	 	 	SECTION 3.9.	 	Deferrals of Interest Payment Dates	 	31
	 	 	SECTION 3.10.	 	Right of Set-Off	 	32
	 	 	SECTION 3.11.	 	Agreed Tax Treatment	 	32
	 	 	SECTION 3.12.	 	CUSIP Numbers	 	32






	

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	ARTICLE IV	 	Satisfaction and Discharge	 	33




	 	 	SECTION 4.1.	 	Satisfaction and Discharge of Indenture	 	33
	 	 	SECTION 4.2.	 	Application of Trust Money	 	34





	ARTICLE V	 	Remedies	 	34




	 	 	SECTION 5.1.	 	Events of Default	 	34
	 	 	SECTION 5.2.	 	Acceleration of Maturity; Rescission and Annulment	 	35
	 	 	SECTION 5.3.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	36
	 	 	SECTION 5.4.	 	Trustee May File Proofs of Claim	 	37
	 	 	SECTION 5.5.	 	Trustee May Enforce Claim Without Possession of Securities	 	37
	 	 	SECTION 5.6.	 	Application of Money Collected	 	37
	 	 	SECTION 5.7.	 	Limitation on Suits	 	38
	 	 	SECTION 5.8.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by Holders of Preferred Securities	 	 
39
	 	 	SECTION 5.9.	 	Restoration of Rights and Remedies	 	39
	 	 	SECTION 5.10.	 	Rights and Remedies Cumulative	 	39
	 	 	SECTION 5.11.	 	Delay or Omission Not Waiver	 	39
	 	 	SECTION 5.12.	 	Control by Holders	 	40
	 	 	SECTION 5.13.	 	Waiver of Past Defaults	 	40
	 	 	SECTION 5.14.	 	Undertaking for Costs	 	40
	 	 	SECTION 5.15.	 	Waiver of Usury, Stay or Extension Laws	 	41





	ARTICLE VI	 	The Trustee	 	41




	 	 	SECTION 6.1.	 	Corporate Trustee Required	 	41
	 	 	SECTION 6.2.	 	Certain Duties and Responsibilities	 	41
	 	 	SECTION 6.3.	 	Notice of Defaults	 	43
	 	 	SECTION 6.4.	 	Certain Rights of Trustee	 	43
	 	 	SECTION 6.5.	 	May Hold Securities	 	45
	 	 	SECTION 6.6.	 	Compensation; Reimbursement; Indemnity	 	45
	 	 	SECTION 6.7.	 	Resignation and Removal; Appointment of Successor	 	46
	 	 	SECTION 6.8.	 	Acceptance of Appointment by Successor	 	47
	 	 	SECTION 6.9.	 	Merger, Conversion, Consolidation or Succession to Business	 	47
	 	 	SECTION 6.10.	 	Not Responsible for Recitals or Issuance of Securities	 	47
	 	 	SECTION 6.11.	 	Appointment of Authenticating Agent	 	48





	ARTICLE VII	 	Holder’s Lists and Reports by Trustee and Company	 	49




	 	 	SECTION 7.1.	 	Company to Furnish Trustee Names and Addresses of Holders	 	49
	 	 	SECTION 7.2.	 	Preservation of Information, Communications to Holders	 	49
	 	 	SECTION 7.3.	 	Reports by Company	 	50






	

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	ARTICLE VIII	 	Consolidation, Merger, Conveyance, Transfer or Lease	 	50




	 	 	SECTION 8.1.	 	Company May Consolidate, Etc., Only on Certain Terms	 	50
	 	 	SECTION 8.2.	 	Successor Company Substituted	 	51





	ARTICLE IX	 	Supplemental Indentures	 	52




	 	 	SECTION 9.1.	 	Supplemental Indentures without Consent of Holders	 	52
	 	 	SECTION 9.2.	 	Supplemental Indentures with Consent of Holders	 	52
	 	 	SECTION 9.3.	 	Execution of Supplemental Indentures	 	53
	 	 	SECTION 9.4.	 	Effect of Supplemental Indentures	 	53
	 	 	SECTION 9.5.	 	Reference in Securities to Supplemental Indentures	 	53





	ARTICLE X	 	Covenants	 	54




	 	 	SECTION 10.1.	 	Payment of Principal, Premium and Interest	 	54
	 	 	SECTION 10.2.	 	Money for Security Payments to be Held in Trust	 	54
	 	 	SECTION 10.3.	 	Statement as to Compliance	 	55
	 	 	SECTION 10.4.	 	Calculation Agent	 	55
	 	 	SECTION 10.5.	 	Additional Tax Sums	 	56
	 	 	SECTION 10.6.	 	Additional Covenants	 	56
	 	 	SECTION 10.7.	 	Waiver of Covenants	 	57
	 	 	SECTION 10.8.	 	Treatment of Securities	 	57





	ARTICLE XI	 	Redemption of Securities	 	58




	 	 	SECTION 11.1.	 	Optional Redemption	 	58
	 	 	SECTION 11.2.	 	Special Event Redemption	 	58
	 	 	SECTION 11.3.	 	Election to Redeem; Notice to Trustee	 	58
	 	 	SECTION 11.4.	 	Selection of Securities to be Redeemed	 	58
	 	 	SECTION 11.5.	 	Notice of Redemption	 	59
	 	 	SECTION 11.6.	 	Deposit of Redemption Price	 	60
	 	 	SECTION 11.7.	 	Payment of Securities Called for Redemption	 	60





	ARTICLE XII	 	Subordination of Securities	 	60




	 	 	SECTION 12.1.	 	Securities Subordinate to Senior Debt	 	60
	 	 	SECTION 12.2.	 	No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc.	 	 
61
	 	 	SECTION 12.3.	 	Payment Permitted If No Default	 	62
	 	 	SECTION 12.4.	 	Subrogation to Rights of Holders of Senior Debt	 	62
	 	 	SECTION 12.5.	 	Provisions Solely to Define Relative Rights	 	63
	 	 	SECTION 12.6.	 	Trustee to Effectuate Subordination	 	63
	 	 	SECTION 12.7.	 	No Waiver of Subordination Provisions	 	63






	

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	 	 	SECTION 12.8.	 	Notice to Trustee	 	64
	 	 	SECTION 12.9.	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	65
	 	 	SECTION 12.10.	 	Trustee Not Fiduciary for Holders of Senior Debt	 	65
	 	 	SECTION 12.11.	 	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	 	65
	 	 	SECTION 12.12.	 	Article Applicable to Paying Agents	 	65





	ARTICLE XIII	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	 
65




	 	 	SECTION 13.1.	 	Indenture and Securities Solely Corporation Obligations	 	65






	


SCHEDULES








	Schedule A	 	Determination of LIBOR	 
	 
	Exhibit A	 	Form of Officer’s Certificate	 






	

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        JUNIOR
 SUBORDINATED INDENTURE, dated as of December 16, 2003, between SIMMONS FIRST NATIONAL CORPORATION, an
 Arkansas corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking
 corporation, as Trustee (in such capacity, the “Trustee”).



RECITALS OF THE COMPANY




        WHEREAS,
 the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance
 of its unsecured junior subordinated deferrable interest notes (the “Securities”) issued to evidence
 loans made to the Company of the proceeds from the issuance by Simmons First Capital Trust III, a Delaware
 statutory trust (the “Trust”), of undivided preferred beneficial interests in the assets of the
 Trust (the “Preferred Securities”) and undivided common beneficial interests in the assets of
 the Trust (the “Common Securities” and, collectively with the Preferred Securities, the “Trust
 Securities”), and to provide the terms and conditions upon which the Securities are to be authenticated,
 issued and delivered; and




        WHEREAS,
 all things necessary to make this Indenture a valid agreement of the Company, in accordance with its
 terms, have been done.




        Now,
 therefore, this Indenture Witnesseth:




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



ARTICLE I



Definitions and Other Provisions of General Application





        SECTION
 1.1.     Definitions.




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









	 	        (a) the terms defined in this Article I have the meanings assigned to them in this Article I;






	 	        (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;






	 	        (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;






	 	        (d) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture;






	

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	 	        (e) the words “hereby”, “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;






	 	        (f) a reference to the singular includes the plural and vice versa; and






	 	        (g) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.






	


        “Act”
 when used with respect to any Holder, has the meaning specified in Section 1.4(a).




        “Administrative
 Trustee” means, with respect to the Trust, a Person identified as an “Administrative Trustee” in
 the Trust Agreement, solely in its capacity as Administrative Trustee of the Trust under the Trust Agreement
 and not in its individual capacity, or its successor in interest in such capacity, or any successor
 Administrative Trustee appointed as therein provided.




        “Additional
 Interest” means the interest, if any, that shall accrue on any amounts payable on the Securities,
 the payment of which has not been made on the applicable Interest Payment Date and which shall accrue
 at the rate per annum specified or determined as specified in such Security.




        “Additional
 Tax Sums” has the meaning specified in Section 10.5.




        “Additional
 Taxes” means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax
 Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld
 by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that
 acquires a beneficial interest in, the Securities).




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




        “Applicable
 Depository Procedures” means, with respect to any transfer or transaction involving a Global Security
 or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each
 case to the extent applicable to such transaction and as in effect from time to time.




        “Authenticating
 Agent” means any Person authorized by the Trustee pursuant to Section 6.11 to act on behalf
 of the Trustee to authenticate the Securities.




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




        “Board
 of Directors” means the board of directors of the Company or any duly authorized committee of that
 board.



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        “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.




        “Business
 Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions
 in the City of New York are authorized or required by law or executive order to remain closed or (iii)
 a day on which the Corporate Trust Office of the Trustee is closed for business.




        “Calculation
 Agent” has the meaning specified in Section 10.4.




        “Capital
 Disqualification Event” means the receipt by the Company of an Opinion of Counsel experienced in
 such matters that, as a result of an amendment to or a change in law or regulation (including any announced
 prospective change) or a change in interpretation or application of law or regulation by any legislative
 body, court, governmental agency or regulatory authority, there is more than insubstantial risk that
 within ninety (90) days of the date of such opinion, the aggregate principal amount of the Securities
 will not be eligible to be treated by the Company as “Tier 1 Capital” (or the then equivalent) for purposes
 of the capital adequacy guidelines of the Federal Reserve or other “appropriate Federal banking agency”
 as such term is defined in 12 U.S.C. 1813(q), which amendment, change or prospective change becomes
 effective or would become effective, as the case may be, on or after the date of issuance of the Securities;
 provided, however, that the inability of the Company to treat all or any portion of the principal
 amount of the Securities as Tier 1 Capital shall not constitute the basis for a Capital Disqualification
 Event if such inability results from the Company having such Securities outstanding in an amount that
 for any reason is in excess of the amount which may now or hereafter qualify for treatment as Tier 1
 Capital under applicable capital adequacy guidelines.




        “Common
 Securities” has the meaning specified in the first recital of this Indenture.




        “Common
 Stock” means the common stock, par value $1.00 per share, of the Company.




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




        “Company
 Request” and “Company Order” mean, respectively, the written request or order signed in the
 name of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors,
 its Chief Executive Officer, President or a Vice President, and by its Chief Financial Officer, Treasurer,
 an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.





        “Corporate
 Trust Office” means the principal office of the Trustee at which at any particular time its corporate
 trust business shall be administered, which office at the date of this Indenture is located at 60 Wall
 Street, New York, New York 10005-2858, Attention: Corporate Trust and Agency Services.




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



3














	


        “Defaulted
 Interest” has the meaning specified in Section 3.1(c).




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




        “Depositary”
 means an organization registered as a clearing agency under the Exchange Act that is designated as Depositary
 by the Company or any successor thereto. DTC will be the initial Depositary.




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




        “Distributions”
 means amounts payable in respect of the Trust Securities as provided in the Trust Agreement and referred
 to therein as “Distributions.”




        “Dollar”
 or “$” means the currency of the United States of America that, as at the time of payment, is legal
 tender for the payment of public and private debts.




        “DTC”
 means The Depository Trust Company, a New York corporation.




        “Event
 of Default” has the meaning specified in Section 5.1.




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




        “Expiration
 Date” has the meaning specified in Section 1.4(h).




        “Extension
 Period” has the meaning specified in Section 3.9(a).



4














	


        “Federal
 Reserve” means the Board of Governors of the Federal Reserve System, the staff thereof, or a Federal
 Reserve Bank, acting through delegated authority, in each case under the rules, regulations and policies
 of the Federal Reserve System, or if at any time after the execution of this Indenture any such entity
 is not existing and performing the duties now assigned to it , any successor body performing similar
 duties or functions.




        “GAAP”
 means United States generally accepted accounting principles, consistently applied, from time to time
 in effect.




        “Global
 Security” means a Security that evidences all or part of the Securities, the ownership and transfers
 of which shall be made through book entries by a Depositary.




        “Government
 Obligation” means (a) any security that is (i) a direct obligation of the United States of America
 of which the full faith and credit of the United States of America is pledged or (ii) an obligation
 of a Person controlled or supervised by and acting as an agency or instrumentality of the United States
 of America or the payment of which is unconditionally guaranteed as a full faith and credit obligation
 by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at
 the option of the issuer thereof, and (b) any depositary receipt issued by a bank (as defined in Section
 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation that is specified
 in clause (a) above and held by such bank for the account of the holder of such depositary receipt,
 or with respect to any specific payment of principal of or interest on any Government Obligation that
 is so specified and held, provided, that (except as required by law) such custodian is not authorized
 to make any deduction from the amount payable to the holder of such depositary receipt from any amount
 received by the custodian in respect of the Government Obligation or the specific payment of principal
 or interest evidenced by such depositary receipt.




        “Guarantee
 Agreement” means the Guarantee Agreement executed by the Company and Deutsche Bank Trust Company
 Americas, as Guarantee Trustee, contemporaneously with the execution and delivery of this Indenture,
 for the benefit of the holders of the Preferred Securities, as modified, amended or supplemented from
 time to time.




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




        “Indenture”
 means this instrument as originally executed or as it may from time to time be amended or supplemented
 by one or more amendments or indentures supplemental hereto entered into pursuant to the applicable
 provisions hereof.




        “Interest
 Payment Date” means March 30th, June 30th, September 30th and December
 30th of each year, commencing on March 30, 2004, during the term of this Indenture.





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




        “Investment
 Company Event” means the receipt by the Company 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 (including any announced
 prospective change) or a written change in interpretation or application of law or regulation by any
 legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial
 risk that the Trust is or, within ninety (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, 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 Securities.



5














	


        “LIBOR”
 has the meaning specified in Schedule A.




        “LIBOR
 Business Day” has the meaning specified in Schedule A.




        “LIBOR
 Determination Date” has the meaning specified in Schedule A.




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




        “Notice
 of Default” means a written notice of the kind specified in Section 5.1(c).




        “Office
 of Thrift Supervision” means the Office of Thrift Supervision, as from time to time constituted
 or, if at any time after the execution of this Indenture such Office is not existing and performing
 the duties now assigned to it, then the body performing such duties at such time.




        “Officers’
 Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
 the Chief Executive Officer, President or a Vice President, and by the Chief Financial Officer, Treasurer,
 an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the
 Trustee.




        “Opinion
 of Counsel” means a written opinion of counsel, who may also be counsel for or an employee of the
 Company or any Affiliate of the Company.




        “Original
 Issue Date” means the date of original issuance of each Security.




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









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






	 	        (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided, that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and






	

6














	 	        (iii) Securities that have been paid, or in substitution for or in lieu of which other Securities have been authenticated and delivered pursuant to the provisions of this Indenture, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company;






	


provided, that, in determining whether the Holders
 of the requisite principal amount of Outstanding Securities have given any request, demand, authorization,
 direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor
 upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed
 not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
 upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities
 that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities
 so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
 to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
 that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the
 Company or such other obligor. Notwithstanding anything herein to the contrary, Securities initially
 issued to the Trust that are owned by the Trust shall be deemed to be Outstanding notwithstanding the
 ownership by the Company or an Affiliate of any beneficial interest in the Trust.




        “Paying
 Agent” means the Trustee or any Person authorized by the Company to pay the principal of or any
 premium or interest on, or other amounts in respect of, any Securities on behalf of the Company.





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




        “Place
 of Payment” means, with respect to the Securities, the Corporate Trust Office of the Trustee.





        “Preferred
 Securities” has the meaning specified in the first recital of this Indenture.




        “Predecessor
 Security” of any particular Security means every previous Security evidencing all or a portion of
 the same debt as that evidenced by such particular Security. For the purposes of this definition, any
 security authenticated and delivered under Section 3.6 in lieu of a mutilated, destroyed, lost
 or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
 Security.




        “Proceeding”
 has the meaning specified in Section 12.2(b).




        “Property
 Trustee” means the Person identified as the “Property Trustee” in the Trust Agreement, solely in
 its capacity as Property Trustee of the Trust under the Trust Agreement and not in its individual capacity,
 or its successor in interest in such capacity, or any successor Property Trustee appointed as therein
 provided.



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        “Purchaser”
 means Credit Suisse First Boston, acting through its Cayman Islands branch, as purchaser of the Preferred
 Securities pursuant to the Subscription Agreement.




        “Redemption
 Date” means, when used with respect to any Security to be redeemed, the date fixed for such redemption
 by or pursuant to this Indenture.




        “Redemption
 Price” means, when used with respect to any Security to be redeemed, in whole or in part, the price
 at which such security or portion thereof is to be redeemed as fixed by or pursuant to this Indenture.





        “Reference
 Banks” has the meaning specified in Schedule A.




        “Regular
 Record Date” for the interest payable on any Interest Payment Date with respect to the Securities
 means the date that is fifteen (15) days preceding such Interest Payment Date (whether or not a Business
 Day).




        “Responsible
 Officer” means, with respect to the Trustee, any Senior Vice President, any Vice President, any
 Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer,
 any Trust Officer or Assistant Trust Officer, or any other officer of the Corporate Trust Department
 of the Trustee 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.




        “Rights
 Plan” means a plan of the Company providing for the issuance by the Company to all holders of its
 Common Stock of rights entitling the holders thereof to subscribe for or purchase shares of any class
 or series of capital stock of the Company which rights (i) are deemed to be transferred with such shares
 of such Common Stock and (ii) are also issued in respect of future issuances of such Common Stock, in
 each case until the occurrence of a specified event or events.




        “Securities”
 or “Security” means any debt securities or debt security, as the case may be, authenticated and
 delivered under this Indenture.




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




        “Securities
 Register” and “Securities Registrar” have the respective meanings specified in Section
 3.5(a).




        “Senior
 Debt” means the principal of and any premium and interest on (including interest accruing on or
 after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether
 or not such claim for post-petition interest is allowed in such proceeding) all Debt of the Company,
 whether incurred on or prior to the date of this Indenture or thereafter incurred, unless it is provided
 in the instrument creating or evidencing the same or pursuant to which the same is outstanding, that
 such obligations are not superior in right of payment to the Preferred Securities; provided, however,
 that if the Company is subject to the regulation and supervision of an “appropriate Federal banking
 agency” within the meaning of 12 U.S.C. 1813(q), the Company shall have received the approval of such
 appropriate Federal banking agency prior to issuing any such obligation; provided further, that
 Senior Debt shall not include any other debt securities, and guarantees in respect of such debt securities,
 issued to any trust other than the Trust (or a trustee of such trust), partnership or other entity affiliated
 with the Company that is a financing vehicle of the Company (a “financing entity”), in connection with
 the issuance by such financing entity of equity securities or other securities that are treated as equity
 capital for regulatory capital purposes guaranteed by the Company pursuant to an instrument that ranks
 pari passu with or junior in right of payment to the Indenture, including, without limitation, the debt
 securities of the Company issued under the Indenture, dated on or about June 24, 1997, between the Company
 and State Street Bank and Trust Company, as trustee, and the debt securities of the Company issued under
 each other Indenture, dated the date hereof, between the Company and Deutsche Bank Trust Company Americas,
 as trustee.



8














	


        “Special
 Event” means the occurrence of a Capital Disqualification Event, an Investment Company Event or
 a Tax Event.




        “Special
 Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant
 to Section 3.1(c)(i).




        “Stated
 Maturity” means December 30, 2033.




        “Subscription
 Agreement” means the Preferred Securities Subscription Agreement, dated as of December 16, 2003,
 by and among the Company, the Trust, the Purchaser and Credit Suisse First Boston LLC (as to certain
 provisions thereof).




        “Subsidiary”
 means a Person more than fifty percent (50%) of the outstanding voting stock or other voting interests
 of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by
 the Company and one or more other Subsidiaries. For purposes of this definition, “voting stock” means
 stock that ordinarily has voting power for the election of directors, whether at all times or only so
 long as no senior class of stock has such voting power by reason of any contingency.




        “Tax
 Event” means the receipt by the Company of an Opinion of Counsel experienced in such matters to
 the effect that, as a result of (a) 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 (b) any judicial decision or any official administrative pronouncement
 (including any private letter ruling, technical advice memorandum or field service advice) or regulatory
 procedure, including any notice or announcement of intent to adopt any such pronouncement or procedure
 (an “Administrative Action”), regardless of whether such judicial decision or Administrative Action
 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, change, judicial decision or Administrative Action is
 enacted, promulgated or announced, in each case, on or after the date of issuance of the Securities,
 there is more than an insubstantial risk that (i) the Trust is, or will be within ninety (90) days of
 the date of such opinion, subject to United States federal income tax with respect to income received
 or accrued on the Securities, (ii) interest payable by the Company on the Securities is not, or within
 ninety (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 ninety
 (90) days of the date of such opinion, subject to more than a de minimis amount of other taxes,
 duties or other governmental charges.



9














	


        “Trust”
 has the meaning specified in the first recital of this Indenture.




        “Trust
 Agreement” means the Amended and Restated Trust Agreement executed and delivered by the Company,
 the Property Trustee, Deutsche Bank Trust Company Delaware and the Administrative Trustees named therein,
 contemporaneously with the execution and delivery of this Indenture, for the benefit of the holders
 of the Trust Securities, as amended or supplemented from time to time.




        “Trustee”
 means the Person named as the “Trustee” in the first paragraph of this instrument, solely in
 its capacity as such and not in its individual capacity, until a successor Trustee shall have become
 such pursuant to the applicable provisions of this Indenture, and, thereafter, “Trustee” shall
 mean or include each Person who is then a Trustee hereunder.




        “Trust
 Indenture Act” means the Trust Indenture Act of 1939, as amended and as in effect on the date of
 this Indenture.




        “Trust
 Securities” has the meaning specified in the first recital of this Indenture.




        SECTION
 1.2.     Compliance Certificate and Opinions.




        (a)
 Upon any application or request by the Company to the Trustee to take any action under any provision
 of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
 conditions precedent (including covenants compliance with which constitutes a condition precedent),
 if any, provided for in this Indenture relating to the proposed action have been complied with and an
 Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including
 covenants compliance with which constitutes a condition precedent), if any, have been complied with,
 except that, in the case of any such application or request as to which the furnishing of such documents
 is specifically required by any provision of this Indenture relating to such particular application
 or request, no additional certificate or opinion need be furnished.




        (b)
 Every certificate with respect to compliance with a condition or covenant provided for in this Indenture
 (other than the certificate provided pursuant to Section 10.3) shall include:









	 	        (i) a statement by each individual signing such certificate or opinion that such individual has read such covenant or condition and the definitions herein relating thereto;






	 	        (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions of such individual contained in such certificate or opinion are based;






	 	        (iii) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and






	

10














	 	        (iv) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with.






	


        SECTION
 1.3.     Forms of Documents Delivered to Trustee.




        (a)
 In any case where several matters are required to be certified by, or covered by an opinion of, any
 specified Person, it is not necessary that all such matters be certified by, or covered by the opinion
 of, only one such Person, or that they be so certified or covered by only one document, but one such
 Person may certify or give an opinion with respect to some matters and one or more other such Persons
 as to other matters, and any such Person may certify or give an opinion as to such matters in one or
 several documents.




        (b)
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal
 matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows,
 or after reasonable inquiry should know, that the certificate or opinion or representations with respect
 to matters upon which his or her certificate or opinion is based are erroneous. Any such certificate
 or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or
 opinion of, or representations by, an officer or officers of the Company stating that the information
 with respect to such factual matters is in the possession of the Company, unless such counsel knows,
 or after reasonable inquiry should know, that the certificate or opinion or representations with respect
 to such matters are erroneous.




        (c)
 Where any Person is required to make, give or execute two or more applications, requests, consents,
 certificates, statements, opinions or other instruments under this Indenture, they may, but need not,
 be consolidated and form one instrument.




        (d)
 Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officers’ Certificate, Opinion
 of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional
 error or omission shall be discovered therein, a new document or instrument may be substituted therefor
 in corrected form with the same force and effect as if originally received in the corrected form and,
 irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document
 or instrument shall be deemed to have been executed and/or delivered as of the date or dates required
 with respect to the document or instrument for which it is substituted. Without limiting the generality
 of the foregoing, any Securities issued under the authority of such defective document or instrument
 shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture
 equally and ratably with all other Outstanding Securities.




        SECTION
 1.4.     Acts of Holders.




        (a)
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
 Indenture to be given to or taken by Holders may be embodied in and evidenced by one or more instruments
 of substantially similar tenor signed by such Holders in person or by an agent thereof duly appointed
 in writing; and, except as herein otherwise expressly provided, such action shall become effective when
 such instrument or instruments (including any appointment of an agent) is or are delivered to the Trustee,
 and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
 action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
 of the Holders signing such instrument or instruments. Proof of execution of any such instrument or
 of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive
 in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4.




11














	


        (b)
 The fact and date of the execution by any Person of any such instrument or writing may be proved by
 the affidavit of a witness of such execution or by the certificate of any notary public or other officer
 authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument
 or writing acknowledged to him or her the execution thereof. Where such execution is by a Person acting
 in other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient
 proof of his or her authority. The fact and date of the execution by any Person of any such instrument
 or writing, or the authority of the Person executing the same, may also be proved in any other manner
 that the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.





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




        (d)
 Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder
 of any Security shall bind every future Holder of the same Security and the Holder of every Security
 issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
 of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or
 not notation of such action is made upon such Security.




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




        (f)
 Except as set forth in paragraph (g) of this Section 1.4, the Company may set any day as a record
 date for the purpose of determining the Holders of Outstanding Securities entitled to give, make or
 take any request, demand, authorization, direction, notice, consent, waiver or other action provided
 or permitted by this Indenture to be given, made or taken by Holders of Securities. If any record date
 is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no
 other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders
 after such record date; provided, that no such action shall be effective hereunder unless taken
 on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal
 amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to
 prevent the Company from setting a new record date for any action for which a record date has previously
 been set pursuant to this paragraph (whereupon the record date previously set shall automatically and
 with no action by any Person be canceled and of no effect). Promptly after any record date is set pursuant
 to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed
 action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each
 Holder of Securities in the manner set forth in Section 1.6.




        (g)
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding
 Securities entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration
 of acceleration or rescission or annulment thereof referred to in Section 5.2, (iii) any request
 to institute proceedings referred to in Section 5.7(b) or (iv) any direction referred to in Section
 5.12. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
 on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request
 or direction, whether or not such Holders remain Holders after such record date; provided, that
 no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date
 by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing
 in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action
 for which a record date has previously been set pursuant to this paragraph (whereupon the record date
 previously set shall automatically and with no action by any Person be canceled and of no effect). Promptly
 after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
 cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
 to be given to the Company in writing and to each Holder of Securities in the manner set forth in Section
 1.6.



12














	


        (h)
 With respect to any record date set pursuant to paragraph (f) or (g) of this Section 1.4, the
 party hereto that sets such record date may designate any day as the “Expiration Date” and from
 time to time may change the Expiration Date to any earlier or later day; provided, that no such
 change shall be effective unless notice of the proposed new Expiration Date is given to the other party
 hereto in writing, and to each Holder of Securities in the manner set forth in Section 1.6, on
 or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
 record date set pursuant to this Section 1.4, the party hereto that set such record date shall
 be deemed to have initially designated the ninetieth (90th) day after such record date as the Expiration
 Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.
 Notwithstanding the foregoing, no Expiration Date shall be later than the one hundred and eightieth
 (180th) day after the applicable record date.




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




        Any
 request, demand, authorization, direction, notice, consent, waiver, Act of Holders, or other document
 provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:





        (a)
 the Trustee by any Holder, any holder of Preferred Securities or the Company shall be sufficient for
 every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
 Corporate Trust Office, or




        (b)
 the Company by the Trustee, any Holder or any holder of Preferred Securities shall be sufficient for
 every purpose hereunder if in writing and mailed, first class, postage prepaid, to the Company addressed
 to it at P.O. Box 7009, Pine Bluff, Arkansas 71611, Attn: Chief Financial Officer, or at any other address
 previously furnished in writing to the Trustee by the Company.



13














	


        SECTION
 1.6.     Notice to Holders; Waiver.




        Where
 this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
 (unless otherwise herein expressly provided) if in writing and mailed, first class, postage prepaid,
 to each Holder affected by such event to the address of such Holder as it appears in the Securities
 Register, not later than the latest date, and not earlier than the earliest date, prescribed for the
 giving of such notice. If, by reason of the suspension of or irregularities in regular mail service
 or for any other reason, it shall be impossible or impracticable to mail notice of any event to Holders
 when said notice is required to be given pursuant to any provision of this Indenture, then any manner
 of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
 of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such
 notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
 of such notice with respect to other Holders. Where this Indenture provides for notice in any manner,
 such notice may be waived in writing by the Person entitled to receive such notice, either before or
 after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
 shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity
 of any action taken in reliance upon such waiver.




        SECTION
 1.7.     Effect of Headings and Table of Contents.




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




        SECTION
 1.8.     Successors and Assigns.




        This
 Indenture shall be binding upon and shall inure to the benefit of any successor to the Company and the
 Trustee, including any successor by operation of law. Except in connection with a transaction involving
 the Company that is permitted under Article VIII and pursuant to which the assignee agrees in
 writing to perform the Company’s obligations hereunder, the Company shall not assign its obligations
 hereunder.




        SECTION
 1.9.     Separability Clause.




        If
 any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the
 validity, legality and enforceability of the remaining provisions shall not in any way be affected or
 impaired thereby, and there shall be deemed substituted for the provision at issue a valid, legal and
 enforceable provision as similar as possible to the provision at issue.




        SECTION
 1.10.     Benefits of Indenture.




        Nothing
 in this Indenture or in the Securities, express or implied, shall give to any Person, other than the
 parties hereto and their successors and assigns, the holders of Senior Debt, the Holders of the Securities
 and, to the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13,
 9.2 and 10.7, the holders of Preferred Securities, any benefit or any legal or equitable
 right, remedy or claim under this Indenture.



14














	


        SECTION
 1.11.     Governing Law.




        This
 Indenture and the rights and obligations of each of the Holders, the Company and the Trustee shall be
 construed and enforced in accordance with and governed by the laws of the State of New York without
 reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law).





        SECTION
 1.12.     Submission to Jurisdiction.




        ANY
 LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS
 INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY
 OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
 SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY ACCEPTS,
 FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION
 OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
 CONNECTION WITH THIS INDENTURE.




        SECTION
 1.13.     Non-Business Days.




        If
 any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business
 Day, then (notwithstanding any other provision of this Indenture or the Securities) payment of interest,
 premium or principal or other amounts in respect of such Security shall not be made on such date, but
 shall be made on the next succeeding Business Day (and no interest shall accrue in respect of the amounts
 whose payment is so delayed for the period from and after such Interest Payment Date, Redemption Date
 or Stated Maturity, as the case may be, until such next succeeding Business Day) except that, if such
 Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately
 preceding Business Day, in each case with the same force and effect as if made on the Interest Payment
 Date or Redemption Date or at the Stated Maturity.



ARTICLE II



Security Forms




        SECTION
 2.1.     Form of Security.




        Any
 Security issued hereunder shall be in substantially the following form:



SIMMONS FIRST NATIONAL CORPORATION



Junior Subordinated Note due 2033








	No. _____________	$__________






	

15














	


        Simmons
 First National Corporation, a corporation organized and existing under the laws of Arkansas (hereinafter
 called the “Company,” which term includes any successor Person under the Indenture hereinafter
 referred to), for value received, hereby promises to pay to _______________, or registered assigns,
 the principal sum of $__________ Dollars [if the Security is a Global Security, then insert—
 or such other principal amount represented hereby as may be set forth in the records of the Securities
 Registrar hereinafter referred to in accordance with the Indenture] on December 30, 2033. The Company
 further promises to pay interest on said principal sum from December 16, 2003, or from the most recent
 Interest Payment Date to which interest has been paid or duly provided for, quarterly (subject to deferral
 as set forth herein) in arrears on March 30th, June 30th, September 30th and December 30th of each year,
 commencing on March 30, 2004, or if any such day is not a Business Day, on the next succeeding Business
 Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period
 from and after such Interest Payment Date until such next succeeding Business Day), except that, if
 such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately
 preceding Business Day, in each case, with the same force and effect as if made on the Interest Payment
 Date, at a fixed rate per annum equal to 6.97% through the Interest Payment Date in December, 2010,
 and a variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% thereafter, together with
 Additional Tax Sums, if any, as provided in Section 10.5 of the Indenture, until the principal
 hereof is paid or duly provided for or made available for payment; provided, that any overdue
 principal, premium or Additional Tax Sums and any overdue installment of interest shall bear Additional
 Interest (to the extent that the payment of such interest shall be legally enforceable) at a fixed rate
 per annum equal to 6.97% through the Interest Payment Date in December, 2010, and a variable rate per
 annum, reset quarterly, equal to LIBOR plus 2.80% thereafter, compounded quarterly, from the dates such
 amounts are due until they are paid or made available for payment, and such interest shall be payable
 on demand.




        The
 amount of interest payable shall be computed on the basis of a 360-day year and the actual number of
 days elapsed in the relevant interest period. The amount of interest payable for any full interest period
 shall be computed by dividing the applicable rate per annum by four. The interest so payable, and punctually
 paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid
 to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
 close of business on the Regular Record Date for such interest installment. Any such interest not so
 punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular
 Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
 Securities) is registered at the close of business on a Special Record Date for the payment of such
 Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities
 not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful
 manner not inconsistent with the requirements of any securities exchange on which the Securities may
 be listed, and upon such notice as may be required by such exchange, all as more fully provided in the
 Indenture.




        So
 long as no Event of Default has occurred and is continuing, the Company shall have the right, at any
 time and from time to time during the term of this Security, to defer the payment of interest on this
 Security for a period of up to twenty (20) consecutive quarterly interest payment periods (each such
 period, an “Extension Period”), during which Extension Period(s), no interest shall be due and
 payable (except any Additional Tax Sums that may be due and payable). No Extension Period shall end
 on a date other than an Interest Payment Date, and no Extension Period shall extend beyond the Stated
 Maturity of the principal of this Security. No interest shall be due and payable during an Extension
 Period (except any Additional Tax Sums that may be due and payable), 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 payment of such interest would be legally enforceable)
 at a fixed rate per annum equal to 6.97% through the Interest Payment Date in December, 2010, and a
 variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% thereafter, compounded quarterly,
 from the dates on which amounts would have otherwise been due and payable until paid or made available
 for payment. At the end of any such Extension Period, the Company shall pay all interest then accrued
 and unpaid on this Security, together with such Additional Interest. Prior to the termination of any
 such Extension Period, the Company may further defer the payment of interest; provided, that
 (i) all such previous and further extensions comprising such Extension Period do not exceed twenty (20)
 quarterly interest payment periods, (ii) no Extension Period shall end on a date other than an Interest
 Payment Date and (iii) no Extension Period shall extend beyond the Stated Maturity of the principal
 of this Security. Upon the termination of any such Extension Period and upon the payment of all accrued
 and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may
 elect to begin a new Extension Period; provided, that (i) such Extension Period does not exceed
 twenty (20) quarterly interest payment periods, (ii) no Extension Period shall end on a date other than
 an Interest Payment Date and (iii) no Extension Period shall extend beyond the Stated Maturity of the
 principal of this Security. The Company shall give the Holder of this Security and the Trustee written
 notice of its election to begin any such Extension Period at least one Business Day prior to the next
 succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral
 or, so long as this Security is held by the Trust, at least one Business Day prior to the earlier of
 (i) the next succeeding date on which Distributions on the Preferred Securities of Simmons First Capital
 Trust III would be payable but for such deferral and (ii) the date on which the Property Trustee of
 such Trust is required to give notice to any securities exchange or other applicable self-regulatory
 organization or to holders of such Preferred Securities of the record date for the payment of such Distributions.




16














	


        During
 any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on,
 or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital
 stock or (ii) make any payment of principal of or any interest or premium on or repay, repurchase or
 redeem any debt securities of the Company that rank pari passu in all respects with or junior
 in interest to this Security (other than, with respect to clauses (i) and (ii) above, (a) repurchases,
 redemptions or other acquisitions of shares of capital stock of the Company in connection with (1) any
 employment contract, benefit plan or other similar arrangement with or for the benefit of any one or
 more employees, officers, directors or consultants, (2) a dividend reinvestment or stockholder stock
 purchase plan or (3) 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 an 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
 Rights Plan, the issuance of rights, stock or other property under any Rights Plan, or the redemption
 or repurchase of rights pursuant thereto or (e) any dividend in the form of stock, warrants, options
 or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options
 or other rights is the same stock as that on which the dividend is being paid or ranks pari passu
 with or junior to such stock).



17














	


        Payment
 of principal of, premium, if any, and interest on this Security shall be made in such coin or currency
 of the United States of America as at the time of payment is legal tender for payment of public and
 private debts. Payments of principal, premium, if any, and interest due at the Maturity of this Security
 shall be made at the Place of Payment upon surrender of such Securities to the Paying Agent, and payments
 of interest shall be made, subject to such surrender where applicable, by wire transfer at such place
 and to such account at a banking institution in the United States as may be designated in writing to
 the Paying Agent at least ten (10) Business Days prior to the date for payment by the Person entitled
 thereto unless proper written transfer instructions have not been received by the relevant record date,
 in which case such payments shall be made by check mailed to the address of such Person as such address
 shall appear in the Security Register. Notwithstanding the foregoing, so long as the holder of this
 Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest
 (including any overdue installment of interest and Additional Tax Sums, if any) on this Security will
 be made at such place and to such account as may be designated by the Property Trustee.




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




        Unless
 the certificate of authentication hereon has been executed by the Trustee by manual signature, this
 Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
 purpose.




        This
 Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued
 under the Junior Subordinated Indenture, dated as of December 16, 2003 (the “Indenture”), between
 the Company and Deutsche Bank Trust Company Americas, as Trustee (in such capacity, the “Trustee,”
 which term includes any successor trustee under the Indenture), to which Indenture and all indentures
 supplemental thereto reference is hereby made for a statement of the respective rights, limitations
 of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt
 and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated
 and delivered.



18














	


        All
 terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement,
 dated as of December 16, 2003 (as modified, amended or supplemented from time to time, the “Trust
 Agreement”), relating to Simmons First Capital Trust III (the “Trust”), among the Company,
 as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued
 pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement,
 as the case may be.




        The
 Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more
 than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period
 shall be satisfactory to the Trustee) on or after December 30, 2010, and subject to the terms and conditions
 of Article XI of the Indenture, redeem this Security in whole at any time or in part from time
 to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together,
 in the case of any such redemption, with accrued interest, including any Additional Interest, to but
 excluding the date fixed for redemption; provided, that the Company shall have received the prior approval
 of the Federal Reserve if then required.




        In
 addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its
 option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
 of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this
 Security, in whole but not in part, subject to the terms and conditions of Article XI of the
 Indenture at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof,
 together, in the case of any such redemption, with accrued interest, including any Additional Interest,
 to but excluding the date fixed for redemption; provided, that the Company shall have received
 the prior approval of the Federal Reserve if then required.




        In
 the event of redemption of this Security in part only, a new Security or Securities for the unredeemed
 portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less
 than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected
 not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities
 not previously called for redemption, by such method as the Trustee shall deem fair and appropriate
 and which may provide for the selection for redemption of a portion of the principal amount of any Security.





        The
 Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time
 to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the
 rights and obligations of the Company and of the Holders of the Securities, with the consent of the
 Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture
 also contains provisions permitting Holders of specified percentages in principal amount of the Securities,
 on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions
 of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent
 or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all
 future Holders of this Security and of any Security issued upon the registration of transfer hereof
 or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
 upon this Security.



19














	


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




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




        The
 Securities are issuable only in registered form without coupons in minimum denominations of $100,000
 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain
 limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of
 Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering
 the same.




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




        The
 Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
 this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
 and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.





        The
 Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and
 any Person that acquires a beneficial interest in, this Security agree that, for United States federal,
 state and local tax purposes, it is intended that this Security constitute indebtedness.




        This
 Security shall be construed and enforced in accordance with and governed by the laws of the State of
 New York, without reference to its conflict of laws provisions (other than Section 5-1401 of the General
 Obligations Law).




        IN
 WITNESS WHEREOF, the Company has caused this instrument to be duly executed.









			SIMMONS FIRST NATIONAL CORPORATION


By:
        ——————————————
Name:
Title:






	

20














	


        SECTION
 2.2.     Restricted Legend.




        (a)
 Any Security issued hereunder shall bear a legend in substantially the following form:









	 	“[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.






	 	UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]






	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.






	 	THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.






	

21














	 	THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.






	 	THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS SECURITY, OR ANY INTEREST THEREIN, 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.






	

22














	 	THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”).”






	


        (b)
 The above legend shall not be removed from any Security unless there is delivered to the Company satisfactory
 evidence, which may include an opinion of counsel, as may be reasonably required to ensure that any
 future transfers thereof may be made without restriction under the provisions of the Securities Act
 and other applicable law. Upon provision of such satisfactory evidence, the Company shall execute and
 deliver to the Trustee, and the Trustee shall deliver, at the written direction of the Company, a Security
 that does not bear the legend.




        SECTION
 2.3.     Form of Trustee’s Certificate of Authentication.




        The
 Trustee’s certificates of authentication shall be in substantially the following form:




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




Dated:









			DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


By:
        ——————————————
                     Authorized officer






	


        SECTION
 2.4.     Temporary Securities.




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



23














	


        (b)
 If temporary Securities are issued, the Company will cause definitive Securities to be prepared without
 unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be
 exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency
 of the Company designated for that purpose without charge to the Holder. Upon surrender for cancellation
 of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate
 and deliver in exchange therefor one or more definitive Securities of any authorized denominations having
 the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities.
 Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits
 under this Indenture as definitive Securities.




        SECTION
 2.5.     Definitive Securities.




        The
 Securities issued on the Original Issue Date shall be in definitive form. The definitive Securities
 shall be printed, lithographed or engraved, or produced by any combination of these methods, if required
 by any securities exchange on which the Securities may be listed, on a steel engraved border or steel
 engraved borders or may be produced in any other manner permitted by the rules of any securities exchange
 on which the Securities may be listed, all as determined by the officers executing such Securities,
 as evidenced by their execution of such Securities.



ARTICLE III



The Securities




        SECTION
 3.1.     Payment of Principal and Interest.




        (a)
 The unpaid principal amount of the Securities shall bear interest at a fixed rate per annum equal to
 6.97% through the Interest Payment Date in December, 2010, and a variable rate per annum, reset quarterly,
 equal to LIBOR plus 2.80% thereafter, such interest to accrue from the Original Issue Date or from the
 most recent Interest Payment Date to which interest has been paid or duly provided for, and any overdue
 principal, premium or Additional Tax Sums and any overdue installment of interest shall bear Additional
 Interest (to the extent payment of such interest would be legally enforceable) at a fixed rate per annum
 equal to 6.97% through the Interest Payment Date in December, 2010, and a variable rate per annum, reset
 quarterly, equal to LIBOR plus 2.80% thereafter, from the dates such amounts are due until they are
 paid or funds for the payment thereof are made available for payment.




        (b)
 Interest and Additional Interest on any Security that is payable, and is punctually paid or duly provided
 for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
 more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
 interest, except that interest and any Additional Interest payable on the Stated Maturity (or any date
 of principal repayment upon early maturity) of the principal of a Security or on a Redemption Date shall
 be paid to the Person to whom principal is paid. The initial payment of interest on any Security that
 is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided
 in such Security.



24














	


        (c)
 Any interest on any Security that is due and payable, but is not timely paid or duly provided for, on
 any Interest Payment Date for Securities (herein called “Defaulted Interest”) shall forthwith
 cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having
 been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case,
 as provided in paragraph (i) or (ii) below:









	 	        (i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. At least thirty (30) days prior to the date of the proposed payment, the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the 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. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (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 Holder of a Security at the address of such Holder as it appears in the Securities Register not less than ten (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 so mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities (or their respective Predecessor Securities) are registered on such Special Record Date; or






	 	        (ii) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee.






	


        (d)
 Payments of interest on the Securities shall include interest accrued to but excluding the respective
 Interest Payment Dates. Interest payments for the Securities shall be computed and paid on the basis
 of a 360-day year and the actual number of days elapsed in the relevant interest period.




        (e)
 Payment of principal of, premium, if any, and interest on the Securities shall be made in such coin
 or currency of the United States of America as at the time of payment is legal tender for payment of
 public and private debts. Payments of principal, premium, if any, and interest due at the Maturity of
 such Securities shall be made at the Place of Payment upon surrender of such Securities to the Paying
 Agent and payments of interest shall be made subject to such surrender where applicable, by wire transfer
 at such place and to such account at a banking institution in the United States as may be designated
 in writing to the Paying Agent at least ten (10) Business Days prior to the date for payment by the
 Person entitled thereto unless proper written transfer instructions have not been received by the relevant
 record date, in which case such payments shall be made by check mailed to the address of such Person
 as such address shall appear in the Security Register. Notwithstanding the foregoing, so long as the
 holder of the Security is the Property Trustee, the payment of the principal of (and premium if any)
 and interest (including any overdue installment of interest and Additional Tax Sums, if any) on the
 Security will be made at such place and to such account as may be designated by the Property Trustee.




25














	


        (f)
 Subject to the foregoing provisions of this Section 3.1, each Security delivered under this Indenture
 upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest
 accrued and unpaid, and to accrue, that were carried by such other Security.




        SECTION
 3.2.     Denominations.




        The
 Securities shall be in registered form without coupons and shall be issuable in minimum denominations
 of $100,000 and any integral multiple of $1,000 in excess thereof.




        SECTION
 3.3.     Execution, Authentication, Delivery and Dating.




        (a)
 At any time and from time to time after the execution and delivery of this Indenture, the Company may
 deliver Securities in an aggregate principal amount (including all then Outstanding Securities) not
 in excess of $10,310,000 executed by the Company to the Trustee for authentication, together with a
 Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
 with the Company Order shall authenticate and deliver such Securities. In authenticating such Securities,
 and accepting the additional responsibilities under this Indenture in relation to such Securities, the
 Trustee shall be entitled to receive, and shall be fully protected in relying upon:









	 	        (i) a copy of any Board Resolution relating thereto; and






	 	        (ii) an Opinion of Counsel stating that such Securities, when authenticated and delivered by the Trustee and issued by the Company 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.






	


        (b)
 The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman
 of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, its Secretary
 or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be
 manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at
 any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals
 or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities
 or did not hold such offices at the date of such Securities.



26














	


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




        (d)
 Each Security shall be dated the date of its authentication.




        SECTION
 3.4.     Global Securities.




        (a)
 Upon the election of the Holder after the Original Issue Date, which election need not be in writing,
 the Securities owned by such Holder shall be issued in the form of one or more Global Securities registered
 in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall
 be registered in the name of the Depositary designated by the Company for such Global Security or a
 nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each
 such Global Security shall constitute a single Security for all purposes of this Indenture.




        (b)
 Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole
 or in part for Securities registered, and no transfer of a Global Security in whole or in part may be
 registered, in the name of any Person other than the Depositary for such Global Security or a nominee
 thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary
 is no longer willing or able to properly discharge its responsibilities as Depositary with respect to
 such Global Security, and no qualified successor is appointed by the Company within ninety (90) days
 of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered
 under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining
 knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating
 that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of
 Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause
 (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary
 to notify all owners of beneficial interests in such Global Security of the occurrence of such event
 and of the availability of Securities to such owners of beneficial interests requesting the same. Upon
 the issuance of such Securities and the registration in the Securities Register of such Securities in
 the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders
 of beneficial interests as Holders.




        (c)
 If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security
 is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either
 (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article
 III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the
 portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security
 to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate
 adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with
 the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative
 to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global
 Security by the Depositary, accompanied by registration instructions, the Company shall execute and
 the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security
 (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not
 be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
 fully protected in relying on, such instructions.



27














	


        (d)
 Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in
 lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of,
 and shall be, a Global Security, unless such Security is registered in the name of a Person other than
 the Depositary for such Global Security or a nominee thereof.




        (e)
 Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust
 Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global
 Securities registered in the name of a Depositary or its nominee, and deposited with the Securities
 Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to
 the respective accounts of the beneficial owners of the Securities represented thereby (or such other
 accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry
 Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security
 or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.





        (f)
 The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of
 such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial
 interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures.
 Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the
 transfer of such interest shall be effected only through, records maintained by the Depositary or its
 nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to
 deal with the Depositary for all purposes of this Indenture relating to a Global Security (including
 the payment of principal and interest thereon and the giving of instructions or directions by owners
 of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall
 have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities
 Registrar shall have any liability in respect of any transfers effected by the Depositary.




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



28














	


        (h)
 No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall
 have any rights under this Indenture with respect to such Global Security, and such Depositary may be
 treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such
 Global Security for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company
 or the Trustee will have any responsibility or liability for any aspect of the records relating to or
 payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising
 or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing,
 nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from
 giving effect to any written certification, proxy or other authorization furnished by a Depositary or
 impair, as between a Depositary and such holders of beneficial interests, the operation of customary
 practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.





        SECTION
 3.5.     Registration, Transfer and Exchange Generally.




        (a)
 The Trustee shall cause to be kept at the Corporate Trust Office a register (the “Securities Register”)
 in which the registrar and transfer agent with respect to the Securities (the “Securities Registrar”),
 subject to such reasonable regulations as it may prescribe, shall provide for the registration of Securities
 and of transfers and exchanges of Securities. The Trustee shall at all times also be the Securities
 Registrar. The provisions of Article VI shall apply to the Trustee in its role as Securities
 Registrar.




        (b)
 Upon surrender for registration of transfer of any Security at the offices or agencies of the Company
 designated for that purpose the Company shall execute, and the Trustee shall authenticate and deliver,
 in the name of the designated transferee or transferees, one or more new Securities of any authorized
 denominations of like tenor and aggregate principal amount.




        (c)
 At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations,
 of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such
 office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute,
 and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is
 entitled to receive.




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




        (e)
 Every Security presented or surrendered for transfer or exchange shall (if so required by the Company
 or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory
 to the Company and the Securities Registrar, duly executed by the Holder thereof or such Holder’s attorney
 duly authorized in writing.




        (f)
 No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company
 may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
 in connection with any transfer or exchange of Securities.



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        (g)
 Neither the Company nor the Trustee shall be required pursuant to the provisions of this Section
 3.5 to issue, register the transfer of or exchange any Security during a period beginning at the
 opening of business fifteen (15) days before the day of selection for redemption of Securities pursuant
 to Article XI and ending at the close of business on the day of mailing of the notice of redemption
 or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or
 in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to
 be redeemed.




        (h)
 The Company shall designate an office or offices or agency or agencies where Securities may be surrendered
 for registration or transfer or exchange. The Company initially designates the Corporate Trust Office
 as its office and agency for such purposes. The Company shall give prompt written notice to the Trustee
 and to the Holders of any change in the location of any such office or agency.




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




        (a)
 If any mutilated Security is surrendered to the Trustee together with such security or indemnity as
 may be required by the Company or the Trustee to save each of them harmless, the Company shall execute
 and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and
 aggregate principal amount and bearing a number not contemporaneously outstanding.




        (b)
 If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of
 the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required
 by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee
 that such Security has been acquired by a bona fide purchaser, the Company shall execute and
 upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed,
 lost or stolen Security, a new Security of like tenor and aggregate principal amount as such destroyed,
 lost or stolen Security, and bearing a number not contemporaneously outstanding.




        (c)
 If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable,
 the Company in its discretion may, instead of issuing a new Security, pay such Security.




        (d)
 Upon the issuance of any new Security under this Section 3.6, 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 (including the fees and expenses of the Trustee) connected therewith.




        (e)
 Every new Security issued pursuant to this Section 3.6 in lieu of any mutilated, destroyed, lost
 or stolen Security shall constitute an original additional contractual obligation of the Company, whether
 or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone,
 and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
 all other Securities duly issued hereunder.



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        (f)
 The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all
 other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or
 stolen Securities.




        SECTION
 3.7.     Persons Deemed Owners.




        The
 Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name
 any Security is registered as the owner of such Security for the purpose of receiving payment of principal
 of and any interest on such Security and for all other purposes whatsoever, and neither the Company,
 the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.





        SECTION
 3.8.     Cancellation.




        All
 Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person
 other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered
 directly to the Trustee for any such purpose shall be promptly canceled by it. The Company may at any
 time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
 that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be
 promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for
 any Securities canceled as provided in this Section 3.8, except as expressly permitted by this
 Indenture. All canceled Securities shall be disposed of by the Trustee in accordance with its customary
 practices and the Trustee shall deliver to the Company a certificate of such disposition.




        SECTION
 3.9.     Deferrals of Interest Payment Dates.




        (a)
 So long as no Event of Default has occurred and is continuing, the Company shall have the right, at
 any time and from time to time during the term of the Security, to defer the payment of interest on
 the Securities for a period of up to twenty (20) consecutive quarterly interest payment periods (each
 such period, an “Extension Period”), during which Extension Period(s), the Company shall have
 the right to make no payments or partial payments of interest (including Additional Interest) on any
 Interest Payment Date (except any Additional Tax Sums that otherwise may be due and payable). No Extension
 Period shall end on a date other than an Interest Payment Date and no Extension Period shall extend
 beyond the Stated Maturity of the principal of the Securities. No interest shall be due and payable
 during an Extension Period, except at the end thereof, but each installment of interest that would otherwise
 have been due and payable during such Extension Period shall bear Additional Interest (to the extent
 payment of such interest would be legally enforceable) at a fixed rate per annum equal to 6.97% through
 the Interest Payment Date in December 2010, and a variable rate per annum, reset quarterly, equal to
 LIBOR plus 2.80% thereafter, compounded quarterly, from the dates on which amounts would have otherwise
 been due and payable until paid or until funds for the payment thereof have been made available for
 payment. At the end of any such Extension Period, the Company shall pay all interest then accrued and
 unpaid on the Securities together with such Additional Interest. Prior to the termination of any such
 Extension Period, the Company may extend such Extension Period and further defer the payment of interest;
 provided, that (i) all such previous and further extensions comprising such Extension Period
 do not exceed twenty (20) quarterly interest payment periods, (ii) no Extension Period shall end on
 a date other than an Interest Payment Date and (iii) no Extension Period shall extend beyond the Stated
 Maturity of the principal of the Securities. Upon the termination of any such Extension Period and upon
 the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest
 Payment Date, the Company may elect to begin a new Extension Period; provided, that (i) such
 Extension Period does not exceed twenty (20) quarterly interest payment periods, (ii) no Extension Period
 shall end on a date other than an Interest Payment Date and (iii) no Extension Period shall extend beyond
 the Stated Maturity of the principal of the Securities. The Company shall give the Holders of the Securities
 and the Trustee written notice of its election to begin any such Extension Period at least one Business
 Day prior to the next succeeding Interest Payment Date on which interest on the Securities would be
 payable but for such deferral or, so long as any Securities are held by the Trust, at least one Business
 Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities
 of such Trust would be payable but for such deferral and (ii) the date on which the Property Trustee
 of such Trust is required to give notice to any securities exchange or other applicable self-regulatory
 organization or to holders of such Preferred Securities of the record date for the payment of such Distributions.




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        (b)
 In connection with any such Extension Period, the Company shall be subject to the restrictions set forth
 in Section 10.6(a).




        SECTION
 3.10.     Right of Set-Off.




        Notwithstanding
 anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise
 required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently
 on the date of such payment making, a payment under the Guarantee Agreement relating to such Security
 or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of
 this Indenture.




        SECTION
 3.11.     Agreed Tax Treatment.




        Each
 Security issued hereunder shall provide that the Company and, by its acceptance or acquisition of a
 Security or a beneficial interest therein, the Holder of, and any Person that acquires a direct or indirect
 beneficial interest in, such Security, intend and agree to treat such Security as indebtedness of the
 Company for United States Federal, state and local tax purposes and to treat the Preferred Securities
 (including but not limited to all payments and proceeds with respect to the Preferred Securities) as
 an undivided beneficial ownership interest in the Securities (and payments and proceeds therefrom, respectively)
 for United States Federal, state and local tax purposes. The provisions of this Indenture shall be interpreted
 to further this intention and agreement of the parties.




        SECTION
 3.12.     CUSIP Numbers.




        The
 Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the
 Trustee shall use “CUSIP” numbers in notices of redemption and other similar or related materials as
 a convenience to Holders; provided, that any such notice or other materials may state that no
 representation is made as to the correctness of such numbers either as printed on the Securities or
 as contained in any notice of redemption or other materials and that reliance may be placed only on
 the other identification numbers printed on the Securities, and any such redemption shall not be affected
 by any defect in or omission of such numbers.



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ARTICLE IV



Satisfaction and Discharge




        SECTION
 4.1.     Satisfaction and Discharge of Indenture.




        This
 Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights
 of registration of transfer or exchange of Securities herein expressly provided for and as otherwise
 provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company,
 shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when





        (a)
 either









	 	        (i) all Securities theretofore authenticated and delivered (other than (A) Securities that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.6 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.2) have been delivered to the Trustee for cancellation; or






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






	 	        (A) have become due and payable, or






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






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






	 	and the Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose (x) an amount in the currency or currencies in which the Securities are payable, (y) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (z) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest (including any Additional Interest) to the date of such deposit (in the case of Securities that have become due
and payable) or to the Stated Maturity (or any date of principal repayment upon early maturity) or Redemption Date, as the case may be;






	

33














	


        (b)
 the Company has paid or caused to be paid all other sums payable hereunder by the Company; and





        (c)
 the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
 that all conditions precedent herein provided for relating to the satisfaction and discharge of this
 Indenture have been complied with.




        Notwithstanding
 the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
 Section 6.6, the obligations of the Company to any Authenticating Agent under Section 6.11
 and, if money shall have been deposited with the Trustee pursuant to subclause (a)(ii) of this Section
 4.1, the obligations of the Trustee under Section 4.2 and Section 10.2(e) shall survive.





        SECTION
 4.2.     Application of Trust Money.




        Subject
 to the provisions of Section 10.2(e), all money deposited with the Trustee pursuant to Section
 4.1 shall be held in trust and applied by the Trustee, in accordance with the provisions of the
 Securities and this Indenture, to the payment in accordance with Section 3.1, either directly
 or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
 determine, to the Persons entitled thereto, of the principal and any premium and interest (including
 any Additional Interest) for the payment of which such money or obligations have been deposited with
 or received by the Trustee. Moneys held by the Trustee under this Section 4.2 shall not be subject
 to the claims of holders of Senior Debt under Article XII.



ARTICLE V



Remedies




        SECTION
 5.1.     Events of Default.




        “Event
 of Default” means, wherever used herein with respect to the Securities, 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)
 default in the payment of any interest upon any Security, including any Additional Interest in respect
 thereof, when it becomes due and payable, and continuance of such default for a period of thirty (30)
 days (subject to the deferral of any due date in the case of an Extension Period); or




        (b)
 default in the payment of the principal of or any premium on any Security at its Maturity; or




34














	


        (c)
 default in the performance, or breach, of any covenant or warranty of the Company in this Indenture
 and continuance of such default or breach for a period of thirty (30) 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 twenty five percent (25%) in aggregate principal amount of the Outstanding Securities
 a written notice specifying such default or breach and requiring it to be remedied and stating that
 such notice is a “Notice of Default” hereunder; or




        (d)
 the entry by a court having jurisdiction in the premises of a decree or order adjudging the Company
 a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
 adjustment or composition of or in respect of the Company in an involuntary case under any applicable
 Federal or state bankruptcy, insolvency, reorganization or other similar law, or appointing a custodian,
 receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of
 any substantial part of its property, or ordering the winding up or liquidation of its affairs, and
 the continuance of any such decree or order for relief or any such other decree or order unstayed and
 in effect for a period of sixty (60) consecutive days; or




        (e)
 the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent
 by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing
 by the Company of a petition or answer or consent seeking reorganization or relief under any applicable
 Federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to
 the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
 liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
 part of its property, or the making by it of an assignment for the benefit of creditors, or the admission
 by it in writing of its inability to pay its debts generally as they become due and its willingness
 to be adjudicated a bankrupt or insolvent, or the taking of corporate action by the Company in furtherance
 of any such action; or




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




        SECTION
 5.2.     Acceleration of Maturity; Rescission and Annulment.




        (a)
 If an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders
 of not less than twenty five percent (25%) in aggregate principal amount of the Outstanding Securities
 may declare the principal amount of all the Securities to be due and payable immediately, by a notice
 in writing to the Company (and to the Trustee if given by Holders), provided, that if, upon an Event
 of Default, the Trustee or the Holders of not less than twenty five percent (25%) in principal amount
 of the Outstanding Securities fail to declare the principal of all the Outstanding Securities to be
 immediately due and payable, the holders of at least twenty five percent (25%) in aggregate Liquidation
 Amount (as defined in the Trust Agreement) of the Preferred Securities then outstanding shall have the
 right to make such declaration by a notice in writing to the Property Trustee, the Company and the Trustee;
 and upon any such declaration the principal amount of and the accrued interest (including any Additional
 Interest) on all the Securities shall become immediately due and payable.



35














	


        (b)
 At any time after such a declaration of acceleration with respect to Securities has been made and before
 a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided
 in this Article V, the Holders of a majority in aggregate principal amount of the Outstanding
 Securities, by written notice to the Indenture Trustee, or the Holders of a majority in aggregate liquidation
 amount of the Preferred Securities, by written notice to the Property Trustee, the Company and the Trustee,
 may rescind and annul such declaration and its consequences if:









	 	        (i) the Company has paid or deposited with the Trustee a sum sufficient to pay:






	 	(A) 	all overdue installments of interest on all Securities,






	 	(B) 	any accrued Additional Interest on all Securities,






	 	(C) 	the principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Securities, and






	 	(D) 	all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Property Trustee and their agents and counsel; and






	 	        (ii) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13;






	


provided, that if the Holders of such Securities
 fail to annul such declaration and waive such default, the holders of not less than a majority in aggregate
 Liquidation Amount (as defined in the Trust Agreement) of the Preferred Securities then outstanding
 shall also have the right to rescind and annul such declaration and its consequences by written notice
 to the Property Trustee, the Company and the Trustee, subject to the satisfaction of the conditions
 set forth in paragraph (b) of this Section 5.2. No such rescission shall affect any subsequent
 default or impair any right consequent thereon.




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





        (a)
 The Company covenants that upon the occurrence of an Event of Default pursuant to sections 5.1 (a) or
 5.1 (b), the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
 of such Securities, the whole amount then due and payable on such Securities for principal and any premium
 and interest (including any Additional Interest) and, in addition thereto, all amounts owing the Trustee
 under Section 6.6.



36














	


        (b)
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and
 as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
 due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same
 against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed
 to be payable in the manner provided by law out of the property of the Company or any other obligor
 upon the Securities, wherever situated.




        (c)
 If an Event of Default with respect to Securities occurs and is continuing, the Trustee may in its discretion
 proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate
 judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,
 whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the
 exercise of any power granted herein, or to enforce any other proper remedy.




        SECTION
 5.4.     Trustee May File Proofs of Claim.




        In
 case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
 composition or similar judicial proceeding relative to the Company (or any other obligor upon the Securities),
 its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such
 proceeding or otherwise, to take any and all actions authorized hereunder in order to have claims of
 the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized
 to collect and receive any moneys or other property payable or deliverable on any such claims and to
 distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
 similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
 to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly
 to the Holders, to first pay to the Trustee any amount due it for the reasonable compensation, expenses,
 disbursements and advances of the Trustee, its agents and counsel, and any other amounts owing the Trustee,
 any predecessor Trustee and other Persons under Section 6.6.




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





        All
 rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by
 the Trustee without the possession of any of the Securities or the production thereof in any proceeding
 relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name
 as trustee of an express trust, and any recovery of judgment shall, subject to Article XII and
 after provision for the payment of all the amounts owing the Trustee, any predecessor Trustee and other
 Persons under Section 6.6, be for the ratable benefit of the Holders of the Securities in respect
 of which such judgment has been recovered.




        SECTION
 5.6.     Application of Money Collected.




        Any
 money or property collected or to be applied by the Trustee with respect to the Securities pursuant
 to this Article V shall be applied in the following order, at the date or dates fixed by the
 Trustee and, in case of the distribution of such money or property on account of principal or any premium
 or interest (including any Additional Interest), upon presentation of the Securities and the notation
 thereon of the payment if only partially paid and upon surrender thereof if fully paid:



37














	


        FIRST:
 To the payment of all amounts due the Trustee, any predecessor Trustee and other Persons under Section
 6.6;




        SECOND:
 To the payment of all Senior Debt of the Company if and to the extent required by Article XII.





        THIRD:
 Subject to Article XII, to the payment of the amounts then due and unpaid upon the Securities
 for principal and any premium and interest (including any Additional Interest) in respect of which or
 for the benefit of which such money has been collected, ratably, without preference or priority of any
 kind, according to the amounts due and payable on the Securities for principal and any premium and interest
 (including any Additional Interest), respectively; and




        FOURTH:
 The balance, if any, to the Person or Persons entitled thereto.




        SECTION
 5.7.     Limitation on Suits.




        Subject
 to Section 5.8, no Holder of any Securities shall have any right to institute any proceeding,
 judicial or otherwise, with respect to this Indenture or for the appointment of a custodian, receiver,
 assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder,
 unless:




        (a)
 such Holder has previously given written notice to the Trustee of a continuing Event of Default with
 respect to the Securities;




        (b)
 the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
 shall have made written request to the Trustee to institute proceedings in respect of such Event of
 Default in its own name as Trustee hereunder;




        (c)
 such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses
 and liabilities to be incurred in compliance with such request;




        (d)
 the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute
 any such proceeding for sixty (60) days; and




        (e)
 no direction inconsistent with such written request has been given to the Trustee during such sixty
 (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities;





it being understood and intended that no one or more
 of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of,
 any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities,
 or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce
 any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
 of all such Holders.



38














	


        SECTION
 5.8.     Unconditional Right of Holders to Receive Principal, Premium and
 Interest; Direct Action by Holders of Preferred Securities.




        Notwithstanding
 any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute
 and unconditional, to receive payment of the principal of and any premium on such Security at its Maturity
 and payment of interest (including any Additional Interest) on such Security when due and payable and
 to institute suit for the enforcement of any such payment, and such right shall not be impaired without
 the consent of such Holder. Any registered holder of the Preferred Securities shall have the right,
 upon the occurrence of an Event of Default described in Section 5.1(a) or Section 5.1(b),
 to institute a suit directly against the Company for enforcement of payment to such holder of principal
 of and any premium and interest (including any Additional Interest) on the Securities having a principal
 amount equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred
 Securities held by such holder.




        SECTION
 5.9.     Restoration of Rights and Remedies.




        If
 the Trustee, any Holder or any holder of Preferred Securities has instituted any proceeding to enforce
 any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for
 any reason, or has been determined adversely to the Trustee, such Holder or such holder of Preferred
 Securities, then and in every such case the Company, the Trustee, such Holders and such holder of Preferred
 Securities shall, subject to any determination in such proceeding, be restored severally and respectively
 to their former positions hereunder, and thereafter all rights and remedies of the Trustee, such Holder
 and such holder of Preferred Securities shall continue as though no such proceeding had been instituted.





        SECTION
 5.10.     Rights and Remedies Cumulative.




        Except
 as otherwise provided in Section 3.6(f), no right or remedy herein conferred upon or reserved
 to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right
 and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
 and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
 or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
 or employment of any other appropriate right or remedy.




        SECTION
 5.11.     Delay or Omission Not Waiver.




        No
 delay or omission of the Trustee, any Holder of any Securities or any holder of any Preferred Security
 to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
 or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
 given by this Article V or by law to the Trustee or to the Holders and the right and remedy given
 to the holders of Preferred Securities by Section 5.8 may be exercised from time to time, and
 as often as may be deemed expedient, by the Trustee, the Holders or the holders of Preferred Securities,
 as the case may be.



39














	


        SECTION
 5.12.     Control by Holders.




        The
 Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:





        (a)
 such direction shall not be in conflict with any rule of law or with this Indenture,




        (b)
 the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such
 direction, and




        (c)
 subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow
 such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably
 determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in
 any such direction or would involve the Trustee in personal liability.




        SECTION
 5.13.     Waiver of Past Defaults.




        (a)
 The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
 and the holders of a majority in aggregate Liquidation Amount (as defined in the Trust Agreement) of
 the Preferred Securities may waive any past Event of Default hereunder and its consequences except an
 Event of Default:









	 	        (i) in the payment of the principal of or any premium or interest (including any Additional Interest) on any Security (unless such Event of Default has been cured and the Company has paid to or deposited with the Trustee a sum sufficient to pay all installments of interest (including any Additional Interest) due and past due and all principal of and any premium on all Securities due otherwise than by acceleration), or






	 	        (ii) in respect of a covenant or provision hereof that under Article IX cannot be modified or amended without the consent of each Holder of any Outstanding Security.






	


        (b)
 Any such waiver shall be deemed to be on behalf of the Holders of all the Securities or, in the case
 of a waiver by holders of Preferred Securities issued by such Trust, by all holders of Preferred Securities.





        (c)
 Upon any such waiver, such Event of Default shall cease to exist and any Event of Default arising therefrom
 shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend
 to any subsequent or other Event of Default or impair any right consequent thereon.




        SECTION
 5.14.     Undertaking for Costs.




        All
 parties to this Indenture agree, and each Holder of any Security by his or her acceptance thereof shall
 be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement
 of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken
 or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay
 the costs of such suit, and that such court may in its discretion assess reasonable costs, including
 reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard
 to the merits and good faith of the claims or defenses made by such party litigant; but the provisions
 of this Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit instituted
 by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) in aggregate
 principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement
 of the payment of the principal of or any premium on the Security after the Stated Maturity or any interest
 (including any Additional Interest) on any Security after it is due and payable.



40














	


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




        The
 Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
 or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or
 extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants
 or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
 expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay
 or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
 of every such power as though no such law had been enacted.



ARTICLE VI



The Trustee




        SECTION
 6.1.     Corporate Trustee Required.




        There
 shall at all times be a Trustee hereunder with respect to the Securities. The Trustee shall be a corporation
 organized and doing business under the laws of the United States or of any state thereof, authorized
 to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject
 to supervision or examination by Federal or state authority and having an office within the United States.
 If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
 of such supervising or examining authority, then, for the purposes of this Section 6.1, the combined
 capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
 forth in its most recent report of condition so published. If at any time the Trustee shall cease to
 be eligible in accordance with the provisions of this Section 6.1, it shall resign immediately
 in the manner and with the effect hereinafter specified in this Article VI.




        SECTION
 6.2.     Certain Duties and Responsibilities.




        (a)
 Except during the continuance of an Event of Default:









	 	        (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and






	

41














	 	        (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, that in the case of any such certificates or opinions that 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 substantially conform on their face to the requirements of this Indenture.






	


        (b)
 If an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall, prior
 to the receipt of directions, if any, from the Holders of at least a majority in aggregate principal
 amount of the Outstanding Securities, exercise such of the rights and powers vested in it by this Indenture,
 and use the same degree of care and skill in its exercise, as a prudent person would exercise or use
 under the circumstances in the conduct of such person’s own affairs.




        (c)
 Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or
 risk its own funds or otherwise incur any financial liability in the performance of any of its duties
 hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
 believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
 assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating
 to the conduct or affecting the liability of or affording protection to the Trustee shall be subject
 to the provisions of this Section 6.2. To the extent that, at law or in equity, the Trustee has
 duties and liabilities relating to the Holders, the Trustee shall not be liable to any Holder for the
 Trustee’s good faith reliance on the provisions of this Indenture. The provisions of this Indenture,
 to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law
 or in equity, are agreed by the Company and the Holders to replace such other duties and liabilities
 of the Trustee.




        (d)
 No provisions of this Indenture shall be construed to relieve the Trustee from liability with respect
 to matters that are within the authority of the Trustee under this Indenture for its own negligent action,
 negligent failure to act or willful misconduct, except that:









	 	        (i) the Trustee shall not be liable for any error or judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;






	 	        (ii) 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 Holders of at least a majority in aggregate principal amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee under this Indenture; and






	 	        (iii) the Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company and money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.






	

42














	


        SECTION
 6.3.     Notice of Defaults.




        Within
 ninety (90) days after the occurrence of any default actually known to the Trustee, the Trustee shall
 give the Holders notice of such default unless such default shall have been cured or waived; provided,
 that except in the case of a default in the payment of the principal of or any premium or interest on
 any Securities, the Trustee shall be fully protected in withholding the notice if and so long as the
 board of directors, the executive committee or a trust committee of directors and/or Responsible Officers
 of the Trustee in good faith determines that withholding the notice is in the interest of holders of
 Securities; and provided, that in the case of any default of the character specified in Section
 5.1(c), no such notice to Holders shall be given until at least thirty (30) days after the occurrence
 thereof. For the purpose of this Section 6.3, the term “default” means any event which is, or
 after notice or lapse of time or both would become, an Event of Default.




        SECTION
 6.4.     Certain Rights of Trustee.




        Subject
 to the provisions of Section 6.2:




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





        (b)
 if (i) in performing its duties under this Indenture the Trustee is required to decide between alternative
 courses of action, (ii) in construing any of the provisions of this Indenture the Trustee finds ambiguous
 or inconsistent with any other provisions contained herein or (iii) the Trustee is unsure of the application
 of any provision of this Indenture, then, except as to any matter as to which the Holders are entitled
 to decide under the terms of this Indenture, the Trustee shall deliver a notice to the Company requesting
 the Company’s written instruction as to the course of action to be taken and the Trustee shall take
 such action, or refrain from taking such action, as the Trustee shall be instructed in writing to take,
 or to refrain from taking, by the Company; provided, that if the Trustee does not receive such
 instructions from the Company within ten Business Days after it has delivered such notice or such reasonably
 shorter period of time set forth in such notice the Trustee may, but shall be under no duty to, take
 such action, or refrain from taking such action, as the Trustee shall deem advisable and in the best
 interests of the Holders, in which event the Trustee shall have no liability except for its own negligence,
 bad faith or willful misconduct;




        (c)
 any request or direction of the Company shall be sufficiently evidenced by a Company Request or Company
 Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;





        (d)
 the Trustee may consult with counsel (which counsel may be counsel to the Trustee, the Company or any
 of its Affiliates, and may include any of its employees) and the advice of such counsel or any Opinion
 of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered
 or omitted by it hereunder in good faith and in reliance thereon;



43














	


        (e)
 the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
 Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such
 Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against
 the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be
 incurred by it in compliance with such request or direction, including reasonable advances as may be
 requested by the Trustee;




        (f)
 the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
 certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
 indenture, note or other paper or document, but the Trustee in its discretion may make such inquiry
 or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
 make such inquiry or investigation, it shall be entitled to examine the books, records and premises
 of the Company, personally or by agent or attorney;




        (g)
 the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
 directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible
 for any misconduct or negligence on the part of any such agent, attorney, custodian or nominee appointed
 with due care by it hereunder;




        (h)
 whenever in the administration of this Indenture the Trustee shall deem it desirable to receive instructions
 with respect to enforcing any remedy or right or taking any other action with respect to enforcing any
 remedy or right hereunder, the Trustees (i) may request instructions from the Holders (which instructions
 may only be given by the Holders of the same aggregate principal amount of Outstanding Securities as
 would be entitled to direct the Trustee under this Indenture in respect of such remedy, right or action),
 (ii) may refrain from enforcing such remedy or right or taking such action until such instructions are
 received and (iii) shall be protected in acting in accordance with such instructions;




        (i)
 except as otherwise expressly provided by this Indenture, the Trustee shall not be under any obligation
 to take any action that is discretionary under the provisions of this Indenture;




        (j)
 without prejudice to any other rights available to the Trustee under applicable law, when the Trustee
 incurs expenses or renders services in connection with any bankruptcy, insolvency or other proceeding
 referred to in clauses (d) or (e) of the definition of Event of Default, such expenses (including legal
 fees and expenses of its agents and counsel) and the compensation for such services are intended to
 constitute expenses of administration under any bankruptcy laws or law relating to creditors rights
 generally;




        (k)
 whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
 proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless
 other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively
 rely upon an Officers’ Certificate addressing such matter, which, upon receipt of such request, shall
 be promptly delivered by the Company;



44














	


        (l)
 the Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible
 Officer of the Trustee shall have actual knowledge or (ii) the Trustee shall have received notice thereof
 from the Company or a Holder; and




        (m)
 in the event that the Trustee is also acting as Paying Agent, Authenticating Agent or Securities Registrar
 hereunder, the rights and protections afforded to the Trustee pursuant to this Article VI shall
 also be afforded such Paying Agent, Authenticating Agent, or Securities Registrar.




        SECTION
 6.5.     May Hold Securities.




        The
 Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of
 the Company, in its individual or any other capacity, may become the owner or pledgee of Securities
 and may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating
 Agent, Paying Agent, Securities Registrar or such other agent.




        SECTION
 6.6.     Compensation; Reimbursement; Indemnity.




        (a)
 The Company agrees









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






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






	 	        (iii) to the fullest extent permitted by applicable law, to indemnify the Trustee and its Affiliates, and their officers, directors, shareholders, agents, representatives and employees for, and to hold them harmless against, any loss, damage, liability, tax (other than income, franchise or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty, expense or claim of any kind or nature whatsoever incurred without negligence, bad faith or willful misconduct on its part arising out of or in connection with the acceptance or administration of this trust or the performance of the Trustee’s duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.






	


        (b)
 To secure the Company’s payment obligations in this Section 6.6, the Trustee shall have a lien prior
 to the Securities on all money or property held or collected by the Trustee, other than money or property
 held in trust to pay principal and interest on particular Securities. Such lien shall survive the satisfaction
 and discharge of this Indenture or the resignation or removal of the Trustee.



45














	


        (c)
 The obligations of the Company under this Section 6.6 shall survive the satisfaction and discharge
 of this Indenture and the earlier resignation or removal of the Trustee.




        (d)
 In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or
 damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has
 been advised of the likelihood of such loss or damage and regardless of the form of action.




        (e)
 In no event shall the Trustee be liable for any failure or delay in the performance of its obligations
 hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood,
 war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any
 laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the
 providing of the services contemplated by this Indenture.




        SECTION
 6.7.     Resignation and Removal; Appointment of Successor.




        (a)
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this
 Article VI shall become effective until the acceptance of appointment by the successor Trustee
 under Section 6.8.




        (b)
 The Trustee may resign at any time by giving written notice thereof to the Company.




        (c)
 Unless an Event of Default shall have occurred and be continuing, the Trustee may be removed at any
 time by the Company by a Board Resolution. If an Event of Default shall have occurred and be continuing,
 the Trustee may be removed by Act of the Holders of a majority in aggregate principal amount of the
 Outstanding Securities, delivered to the Trustee and to the Company.




        (d)
 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in
 the office of Trustee for any reason, at a time when no Event of Default shall have occurred and be
 continuing, the Company, by a Board Resolution, shall promptly appoint a successor Trustee, and such
 successor Trustee and the retiring Trustee shall comply with the applicable requirements of Section
 6.8. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
 occur in the office of Trustee for any reason, at a time when an Event of Default shall have occurred
 and be continuing, the Holders, by Act of the Holders of a majority in aggregate principal amount of
 the Outstanding Securities, shall promptly appoint a successor Trustee, and such successor Trustee and
 the retiring Trustee shall comply with the applicable requirements of Section 6.8. If no successor
 Trustee shall have been so appointed by the Company or the Holders and accepted appointment within sixty
 (60) days after the giving of a notice of resignation by the Trustee or the removal of the Trustee in
 the manner required by Section 6.8, any Holder who has been a bona fide Holder of a Security
 for at least six months may, on behalf of such Holder and all others similarly situated, and any resigning
 Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment
 of a successor Trustee.



46














	


        (e)
 The Company shall give notice to all Holders in the manner provided in Section 1.6 of each resignation
 and each removal of the Trustee and each appointment of a successor Trustee. Each notice shall include
 the name of the successor Trustee and the address of its Corporate Trust Office.




        SECTION
 6.8.     Acceptance of Appointment by Successor.




        (a)
 In case of the appointment hereunder of a successor Trustee, each successor Trustee so appointed shall
 execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
 such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective
 and such successor Trustee, without any further act, deed or conveyance, shall become vested with all
 the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or
 the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
 an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
 Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money
 held by such retiring Trustee hereunder.




        (b)
 Upon request of any such successor Trustee, the Company shall execute any and all instruments for more
 fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts
 referred to in paragraph (a) of this Section 6.8.




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




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





        Any
 Person into which the Trustee may be merged or converted or with which it may be consolidated, or any
 Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
 or any Person succeeding to all or substantially all of the corporate trust business of the Trustee,
 shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any
 further act on the part of any of the parties hereto, provided, that such Person shall be otherwise
 qualified and eligible under this Article VI. In case any Securities shall have been authenticated,
 but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
 or as otherwise provided above in this Section 6.9 to such authenticating Trustee may adopt such
 authentication and deliver the Securities so authenticated, and in case any Securities shall not have
 been authenticated, any successor to the Trustee may authenticate such Securities either in the name
 of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate
 of authentication shall have the full force which it is provided anywhere in the Securities or in this
 Indenture that the certificate of the Trustee shall have.




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





        The
 recitals contained herein and in the Securities, except the Trustee’s certificates of authentication,
 shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent
 assumes any responsibility for their correctness. The Trustee makes no representations as to the validity
 or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
 shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.




47














	


        SECTION
 6.11.     Appointment of Authenticating Agent.




        (a)
 The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall
 be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue
 and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section
 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
 be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
 is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
 certificate of authentication, such reference shall be deemed to include authentication and delivery
 on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
 the Company and shall at all times be a corporation organized and doing business under the laws of the
 United States of America, or of any State or Territory thereof or the District of Columbia, authorized
 under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than
 $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating
 Agent publishes reports of condition at least annually pursuant to law or to the requirements of said
 supervising or examining authority, then for the purposes of this Section 6.11 the combined capital
 and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
 forth in its most recent report of condition so published. If at any time an Authenticating Agent shall
 cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating
 Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.





        (b)
 Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated,
 or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent
 shall be a party, or any Person succeeding to all or substantially all of the corporate trust business
 of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such Person
 shall be otherwise eligible under this Section 6.11, without the execution or filing of any paper
 or any further act on the part of the Trustee or the Authenticating Agent.




        (c)
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to
 the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written
 notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation
 or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
 in accordance with the provisions of this Section 6.11, the Trustee may appoint a successor Authenticating
 Agent eligible under the provisions of this Section 6.11, which shall be acceptable to the Company,
 and shall give notice of such appointment to all Holders. Any successor Authenticating Agent upon acceptance
 of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
 hereunder, with like effect as if originally named as an Authenticating Agent.



48














	


        (d)
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for
 its services under this Section 6.11 in such amounts as the Company and the Authenticating Agent
 shall agree from time to time.




        (e)
 If an appointment of an Authenticating Agent is made pursuant to this Section 6.11, the Securities
 may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative
 certificate of authentication in the following form:




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









			[DEUTSCHE BANK TRUST COMPANY AMERICAS], not in its individual capacity, but solely as Trustee


——————————————
Authenticating Agent


By:
        ——————————————
        Authorized Officer 






	

ARTICLE VII



Holder’s Lists and Reports by Trustee and Company





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





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




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




        (b)
 at such other times as the Trustee may request in writing, within thirty (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 fifteen
 (15) days prior to the time such list is furnished, in each case to the extent such information is in
 the possession or control of the Company and has not otherwise been received by the Trustee in its capacity
 as Securities Registrar.




        SECTION
 7.2.     Preservation of Information, Communications to Holders.





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



49














	


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




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




        SECTION
 7.3.     Reports by Company.




        (a)
 During any period in which the Company is not subject to and in compliance with Section 13 or 15 (d)
 of the Exchange Act, or the Company is not exempt from such reporting requirements pursuant to and in
 compliance with Rule 12g3-2(b) under the Exchange Act, the Company shall furnish to the Holders and
 to prospective purchasers of Securities, upon their request, the information required to be furnished
 pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and,
 so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property
 Trustee, reports on Form FR Y-9C, FR Y-9LP and FR Y-6 promptly following their filing with the Federal
 Reserve.




        (b)
 The Company shall furnish to (i) the Holders and to subsequent holders of Securities, (ii) the Purchaser
 and (iii) any beneficial owner of the Securities reasonably identified to the Company (which identification
 may be made either by such beneficial owner or by Credit Suisse First Boston LLC or the Purchaser),
 a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial
 statements referenced in such Exhibit, which certificate and financial statements shall be so furnished
 by the Company not later than forty five (45) days after the end of each of the first three fiscal quarters
 of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal
 year of the Company during the term of this Indenture.



ARTICLE VIII



Consolidation, Merger, Conveyance, Transfer or Lease





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





        The
 Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties
 and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge
 into the Company or convey, transfer or lease its properties and assets substantially as an entirety
 to the Company, unless:




        (a)
 if the Company shall consolidate with or merge into another Person or convey, transfer or lease its
 properties and assets substantially as an entirety to any Person, the entity formed by such consolidation
 or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases,
 the properties and assets of the Company substantially as an entirety shall be an entity organized and
 existing under the laws of the United States of America or any State or Territory thereof or the District
 of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered
 to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the
 principal of and any premium and interest (including any Additional Interest) on all the Securities
 and the performance of every covenant of this Indenture on the part of the Company to be performed or
 observed;



50














	


        (b)
 immediately after giving effect to such transaction, no Event of Default, and no event that, after notice
 or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing;
 and




        (c)
 the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
 that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required
 in connection with such transaction, any such supplemental indenture comply with this Article VIII
 and that all conditions precedent herein provided for relating to such transaction have been complied
 with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive
 evidence that such transaction complies with this Section 8.1.




        SECTION
 8.2.     Successor Company Substituted.




        (a)
 Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer
 or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance
 with Section 8.1 and the execution and delivery to the Trustee of the supplemental indenture
 described in Section 8.1(a), the successor entity formed by such consolidation or into which
 the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
 substituted for, and may exercise every right and power of, the Company under this Indenture with the
 same effect as if such successor Person had been named as the Company herein; and in the event of any
 such conveyance or transfer, following the execution and delivery of such supplemental indenture, the
 Company shall be discharged from all obligations and covenants under the Indenture and the Securities.





        (b)
 Such successor Person may cause to be executed, and may issue either in its own name or in the name
 of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been
 signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead
 of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed,
 the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed
 and delivered by the officers of the Company to the Trustee for authentication, and any Securities that
 such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf.
 All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture
 as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture.





        (c)
 In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and
 form may be made in the Securities thereafter to be issued as may be appropriate to reflect such occurrence.




51














	

ARTICLE IX



Supplemental Indentures




        SECTION
 9.1.     Supplemental Indentures without Consent of Holders.




        Without
 the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at
 any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably
 satisfactory to the Trustee, for any of the following purposes:




        (a)
 to evidence the succession of another Person to the Company, and the assumption by any such successor
 of the covenants of the Company herein and in the Securities; or




        (b)
 to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent
 with any other provision herein, or to make any other provisions with respect to matters or questions
 arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture,
 provided, that such action pursuant to this clause (b) shall not adversely affect in any material
 respect the interests of any Holders or the holders of the Preferred Securities; or




        (c)
 to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default,
 provided, that such action pursuant to this clause (c) shall not adversely affect in any material
 respect the interests of any Holders or the holders of the Preferred Securities; or




        (d)
 to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall
 be necessary to ensure that the Securities are treated as indebtedness of the Company for United States
 Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not
 adversely affect in any material respect the interests of any Holders or the holders of the Preferred
 Securities.




        SECTION
 9.2.     Supplemental Indentures with Consent of Holders.




        (a)
 With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding
 Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
 by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto
 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
 of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture;
 provided, that no such supplemental indenture shall, without the consent of the Holder of each
 Outstanding Security,









	 	        (i) change the Stated Maturity of the principal or any premium of any Security or change the date of payment of any installment of interest (including any Additional Interest) on any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after such date, or






	

52














	 	        (ii) reduce the percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with any provision of this Indenture or of defaults hereunder and their consequences provided for in this Indenture, or






	 	        (iii) modify any of the provisions of this Section 9.2, Section 5.13 or Section 10.7, except to increase any percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security;






	


provided, further, that, so long as any Preferred
 Securities remain outstanding, no amendment under this Section 9.2 shall be effective until the
 holders of a majority in Liquidation Amount (as defined in the Trust Agreement) of the Trust Securities
 shall have consented to such amendment; provided, further, that if the consent of the holder
 of each Outstanding Security is required for any amendment under this Indenture, such amendment shall
 not be effective until the holder of each Outstanding Trust Security shall have consented to such amendment.





        (b)
 It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular
 form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the
 substance thereof.




        SECTION
 9.3.     Execution of Supplemental Indentures.




        In
 executing or accepting the additional trusts created by any supplemental indenture permitted by this
 Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee
 shall be entitled to receive, and shall be fully protected in conclusively relying upon, an Officers’
 Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
 or permitted by this Indenture, and that all conditions precedent herein provided for relating to such
 action have been complied with. The Trustee may, but shall not be obligated to, enter into any such
 supplemental indenture that affects the Trustee’s own rights, duties, indemnities or immunities under
 this Indenture or otherwise. Copies of the final form of each supplemental indenture shall be delivered
 by the Trustee at the expense of the Company to each Holder, and, if the Trustee is the Property Trustee,
 to each holder of Preferred Securities, promptly after the execution thereof.




        SECTION
 9.4.     Effect of Supplemental Indentures.




        Upon
 the execution of any supplemental indenture under this Article IX, this Indenture shall be modified
 in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all
 purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
 shall be bound thereby.




        SECTION
 9.5.     Reference in Securities to Supplemental Indentures.




        Securities
 authenticated and delivered after the execution of any supplemental indenture pursuant to this Article
 IX may, and shall if required by the Company, bear a notation in form approved by the Company as
 to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities
 so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be
 prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
 Outstanding Securities.



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ARTICLE X



Covenants




        SECTION
 10.1.     Payment of Principal, Premium and Interest.




        The
 Company covenants and agrees for the benefit of the Securities that it will duly and punctually pay
 the principal of and any premium and interest (including any Additional Interest) on the Securities
 in accordance with the terms of the Securities and this Indenture.




        SECTION
 10.2.     Money for Security Payments to be Held in Trust.




        (a)
 If the Company shall at any time act as its own Paying Agent with respect to the Securities, it will,
 on or before each due date of the principal of and any premium or interest (including any Additional
 Interest) on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto
 a sum sufficient to pay the principal and any premium or interest (including Additional Interest) so
 becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided,
 and will promptly notify the Trustee in writing of its failure so to act.




        (b)
 Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m., New York City
 time, on each due date of the principal of or any premium or interest (including any Additional Interest)
 on any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
 as provided in the Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will
 promptly notify the Trustee of its failure so to act.




        (c)
 The Company will cause each Paying Agent for the Securities other than the Trustee to execute and deliver
 to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
 provisions of this Section 10.2, that such Paying Agent will (i) comply with the provisions of
 the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default
 by the Company (or any other obligor upon the Securities) in the making of any payment in respect of
 the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held
 in trust by such Paying Agent for payment in respect of the Securities.




        (d)
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture
 or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all
 sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the
 same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such
 payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability
 with respect to such money.



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        (e)
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the
 payment of the principal of and any premium or interest (including any Additional Interest) on any Security
 and remaining unclaimed for two years after such principal and any premium or interest has become due
 and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned
 or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company)
 shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed
 property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an
 unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee
 or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
 shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required
 to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper
 published in the English language, customarily published on each Business Day and of general circulation
 in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that,
 after a date specified therein, which shall not be less than thirty (30) days from the date of such
 publication, any unclaimed balance of such money then remaining will be repaid to the Company.





        SECTION
 10.3.     Statement as to Compliance.




        The
 Company shall deliver to the Trustee, within one hundred and twenty (120) days after the end of each
 fiscal year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding
 fiscal year, stating whether or not to the knowledge of the signers thereof the Company is in default
 in the performance or observance of any of the terms, provisions and conditions of this Indenture (without
 regard to any period of grace or requirement of notice provided hereunder), and if the Company shall
 be in default, specifying all such defaults and the nature and status thereof of which they may have
 knowledge.




        SECTION
 10.4.     Calculation Agent.




        (a)
 The Company hereby agrees that for so long as any of the Securities remain Outstanding, there will at
 all times be an agent appointed to calculate LIBOR in respect of each Interest Payment Date in accordance
 with the terms of Schedule A (the “Calculation Agent”). The Company has initially appointed
 the Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Payment Date. The
 Calculation Agent may be removed by the Company at any time. So long as the Property Trustee holds any
 of the Securities, the Calculation Agent shall be the Property Trustee. If the Calculation Agent is
 unable or unwilling to act as such or is removed by the Company, the Company will promptly appoint as
 a replacement Calculation Agent the London office of a leading bank which is engaged in transactions
 in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled
 by or under common control with the Company or its Affiliates. The Calculation Agent may not resign
 its duties without a successor having been duly appointed.




        (b)
 The Calculation Agent shall be required to agree that, as soon as possible after 11:00 a.m. (London
 time) on each LIBOR Determination Date (as defined in Schedule A), but in no event later than
 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date, the
 Calculation Agent will calculate the interest rate (rounded to the nearest cent, with half a cent being
 rounded upwards) for the related Interest Payment Date, and will communicate such rate and amount to
 the Company, the Trustee, each Paying Agent and the Depositary. The Calculation Agent will also specify
 to the Company the quotations upon which the foregoing rates and amounts are based and, in any event,
 the Calculation Agent shall notify the Company before 5:00 p.m. (London time) on each LIBOR Determination
 Date that either: (i) it has determined or is in the process of determining the foregoing rates and
 amounts or (ii) it has not determined and is not in the process of determining the foregoing rates and
 amounts, together with its reasons therefor. The Calculation Agent’s determination of the foregoing
 rates and amounts for any Interest Payment Date will (in the absence of manifest error) be final and
 binding upon all parties. For the sole purpose of calculating the interest rate for the Securities,
 “Business Day” shall be defined as any day on which dealings in deposits in Dollars are transacted in
 the London interbank market.



55














	


        SECTION
 10.5.     Additional Tax Sums.




        So
 long as no Event of Default has occurred and is continuing, if (a) the Trust is the Holder of all of
 the Outstanding Securities and (b) a Tax Event described in clause (i) or (iii) in the definition of
 Tax Event in Section 1.1 hereof has occurred and is continuing, the Company shall pay to the
 Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as the
 Trust (or its permitted successor or assignee) is the registered holder of the Outstanding Securities,
 such amounts as may be necessary in order that the amount of Distributions (including any Additional
 Interest Amount (as defined in the Trust Agreement)) then due and payable by the Trust on the Preferred
 Securities and Common Securities that at any time remain outstanding in accordance with the terms thereof
 shall not be reduced as a result of any Additional Taxes arising from such Tax Event (additional such
 amounts payable by the Company to the Trust, the “Additional Tax Sums”). Whenever in this Indenture
 or the Securities there is a reference in any context to the payment of principal of or interest on
 the Securities, such mention shall be deemed to include mention of the payments of the Additional Tax
 Sums provided for in this Section 10.5 to the extent that, in such context, Additional Tax Sums
 are, were or would be payable in respect thereof pursuant to the provisions of this Section 10.5
 and express mention of the payment of Additional Tax Sums (if applicable) in any provisions hereof shall
 not be construed as excluding Additional Tax Sums in those provisions hereof where such express mention
 is not made; provided, that the deferral of the payment of interest pursuant to Section 3.9
 on the Securities shall not defer the payment of any Additional Tax Sums that may be due and payable.





        SECTION
 10.6.     Additional Covenants.




        (a)
 The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have
 occurred and be continuing or the Company shall have given notice of its election to begin an Extension
 Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period,
 or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions
 on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company’s
 capital stock, or (ii) make any payment of principal of or any interest or premium on or repay, repurchase
 or redeem any debt securities of the Company that rank pari passu in all respects with or junior
 in interest to the Securities (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 any one or more employees,
 officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock
 purchase plan or in connection with the issuance of capital stock of the 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 an 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 Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption
 or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options
 or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options
 or other rights is the same stock as that on which the dividend is being paid or ranks pari passu
 with or junior to such stock).



56














	


        (b)
 The Company also covenants with each Holder of Securities (i) to hold, directly or indirectly, one hundred
 percent (100%) of the Common Securities of the Trust, provided, that any permitted successor
 of the Company hereunder may succeed to the Company’s ownership of such Common Securities, (ii) as holder
 of such Common Securities, not to voluntarily dissolve, wind-up or liquidate the Trust other than (A)
 in connection with a distribution of the Securities to the holders of the Preferred Securities in liquidation
 of the Trust, (B) in connection with the redemption of the Preferred Securities or (C) in connection
 with certain mergers, consolidations or amalgamations permitted by the Trust Agreement and (iii) to
 use its reasonable commercial efforts, consistent with the terms and provisions of the Trust Agreement,
 to cause the Trust to continue to be taxable as a grantor trust and not as a corporation for United
 States Federal income tax purposes.




        SECTION
 10.7.     Waiver of Covenants.




        The
 Company may omit in any particular instance to comply with any covenant or condition contained in Section
 10.6 if, before or after the time for such compliance, the Holders of at least a majority in aggregate
 principal amount of the Outstanding Securities shall, by Act of such Holders, and at least a majority
 of the aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred Securities
 then outstanding, by consent of such holders, either waive such compliance in such instance or generally
 waive compliance with such covenant or condition, but no such waiver shall extend to or affect such
 covenant or condition except to the extent so expressly waived, and, until such waiver shall become
 effective, the obligations of the Company in respect of any such covenant or condition shall remain
 in full force and effect.




        SECTION
 10.8.     Treatment of Securities.




        The
 Company will treat the Securities as indebtedness, and the amounts payable in respect of the principal
 amount of such Securities as interest, for all U.S. federal income tax purposes. All payments in respect
 of the Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof
 that has provided an Internal Revenue Service Form W-8BEN (or any substitute or successor form) establishing
 its non-U.S. status for U.S. federal income tax purposes.



57














	

ARTICLE XI



Redemption of Securities




        SECTION
 11.1.     Optional Redemption.




        The
 Company may, at its option, on any Interest Payment Date, on or after December 30, 2010, redeem the
 Securities in whole at any time or in part from time to time, at a Redemption Price equal to one hundred
 percent (100%) of the principal amount thereof (or of the redeemed portion thereof, as applicable),
 together, in the case of any such redemption, with accrued interest, including any Additional Interest,
 to but excluding the date fixed for redemption; provided, that the Company shall have received
 the prior approval of the Federal Reserve with respect to such redemption if then required.




        SECTION
 11.2.     Special Event Redemption.




        Upon
 the occurrence and during the continuation of a Special Event, the Company may, at its option, redeem
 the Securities, in whole but not in part, at a Redemption Price equal to one hundred percent (100%)
 of the principal amount thereof, together, in the case of any such redemption, with accrued interest,
 including any Additional Interest, to but excluding the date fixed for redemption; provided,
 that the Company shall have received the prior approval of the Federal Reserve with respect to such
 redemption if then required.




        SECTION
 11.3.     Election to Redeem; Notice to Trustee.




        The
 election of the Company to redeem any Securities, in whole or in part, shall be evidenced by or pursuant
 to a Board Resolution. In case of any redemption at the election of the Company, the Company shall,
 not less than forty five (45) days and not more than seventy five (75) days prior to the Redemption
 Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and the Property
 Trustee under the Trust Agreement in writing of such date and of the principal amount of the Securities
 to be redeemed and provide the additional information required to be included in the notice or notices
 contemplated by Section 11.5. In the case of any redemption of Securities, in whole or in part,
 (a) prior to the expiration of any restriction on such redemption provided in this Indenture or the
 Securities or (b) pursuant to an election of the Company which is subject to a condition specified in
 this Indenture or the Securities, the Company shall furnish the Trustee with an Officers’ Certificate
 and an Opinion of Counsel evidencing compliance with such restriction or condition.




        SECTION
 11.4.     Selection of Securities to be Redeemed.




        (a)
 If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be
 selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding
 Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate
 and which may provide for the selection for redemption of a portion of the principal amount of any or
 each Security, provided, that the unredeemed portion of the principal amount of any Security
 shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
 for such Security.



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        (b)
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and,
 in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to
 the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only
 in part, to the portion of the principal amount of such Security that has been or is to be redeemed.





        (c)
 The provisions of paragraphs (a) and (b) of this Section 11.4 shall not apply with respect to
 any redemption affecting only a single Security, whether such Security is to be redeemed in whole or
 in part. In the case of any such redemption in part, the unredeemed portion of the principal amount
 of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized
 denomination) for such Security.




        SECTION
 11.5.     Notice of Redemption.




        (a)
 Notice of redemption shall be given not later than the thirtieth (30th) day, and not earlier than the
 sixtieth (60th) day, prior to the Redemption Date to each Holder of Securities to be redeemed, in whole
 or in part (unless a shorter notice shall be satisfactory to the Property Trustee under the related
 Trust Agreement).




        (b)
 With respect to Securities to be redeemed, in whole or in part, each notice of redemption shall state:










	 	        (i) the Redemption Date;






	 	        (ii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price, as calculated by the Company, together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);






	 	        (iii) if less than all Outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed;






	 	        (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that any interest (including any Additional Interest) on such Security or such portion, as the case may be, shall cease to accrue on and after said date; and






	 	        (v) the place or places where such Securities are to be surrendered for payment of the Redemption Price.






	

59














	


        (c)
 Notice of redemption of Securities to be redeemed, in whole or in part, at the election of the Company
 shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense
 of the Company and shall be irrevocable. The notice if mailed in the manner provided above shall be
 conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any
 case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security
 designated for redemption as a whole or in part shall not affect the validity of the proceedings for
 the redemption of any other Security.




        SECTION
 11.6.     Deposit of Redemption Price.




        Prior
 to 10:00 a.m., New York City time, on the Redemption Date specified in the notice of redemption given
 as provided in Section 11.5, the Company will deposit with the Trustee or with one or more Paying
 Agents (or if the Company is acting as its own Paying Agent, the Company will segregate and hold in
 trust as provided in Section 10.2) an amount of money sufficient to pay the Redemption Price
 of, and any accrued interest (including any Additional Interest) on, all the Securities (or portions
 thereof) that are to be redeemed on that date.




        SECTION
 11.7.     Payment of Securities Called for Redemption.




        (a)
 If any notice of redemption has been given as provided in Section 11.5, the Securities or portion
 of Securities with respect to which such notice has been given shall become due and payable on the date
 and at the place or places stated in such notice at the applicable Redemption Price, together with accrued
 interest (including any Additional Interest) to the Redemption Date. On presentation and surrender of
 such Securities at a Place of Payment specified in such notice, the Securities or the specified portions
 thereof shall be paid and redeemed by the Company at the applicable Redemption Price, together with
 accrued interest (including any Additional Interest) to the Redemption Date.




        (b)
 Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall
 authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities,
 of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Security
 so presented and having the same Original Issue Date, Stated Maturity and terms.




        (c)
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
 principal of and any premium on such Security shall, until paid, bear interest from the Redemption Date
 at the rate prescribed therefor in the Security.



ARTICLE XII



Subordination of Securities




        SECTION
 12.1.     Securities Subordinate to Senior Debt.




        The
 Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants
 and agrees, that, to the extent and in the manner hereinafter set forth in this Article XII,
 the payment of the principal of and any premium and interest (including any Additional Interest) on
 each and all of the Securities are hereby expressly made subordinate and subject in right of payment
 to the prior payment in full of all Senior Debt.



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




        (a)
 In the event and during the continuation of any default by the Company in the payment of any principal
 of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the
 same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration
 of acceleration or otherwise, then, upon written notice of such default to the Company by the holders
 of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or
 waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities,
 by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium
 or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption,
 repayment, retirement, purchase or other acquisition of any of the Securities.




        (b)
 In the event of a bankruptcy, insolvency or other proceeding described in clause (d) or (e) of the definition
 of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”),
 all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings)
 shall first be paid in full before any payment or distribution, whether in cash, securities or other
 property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution,
 whether in cash, securities or other property (other than securities of the Company or any other entity
 provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least
 to the extent provided in these subordination provisions with respect to the indebtedness evidenced
 by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued
 in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but
 for these subordination provisions) be payable or deliverable in respect of the Securities shall be
 paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing
 among such holders until all Senior Debt (including any interest thereon accruing after the commencement
 of any Proceeding) shall have been paid in full.




        (c)
 In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt,
 the Holders of the Securities, together with the holders of any obligations of the Company ranking on
 a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company
 the amounts at the time due and owing on account of unpaid principal of and any premium and interest
 (including any Additional Interest) on the Securities and such other obligations before any payment
 or other distribution, whether in cash, property or otherwise, shall be made on account of any capital
 stock or any obligations of the Company ranking junior to the Securities and such other obligations.
 If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether
 in cash, securities or other property (other than securities of the Company or any other entity provided
 for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the
 extent provided in these subordination provisions with respect to the indebtedness evidenced by the
 Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in
 respect thereof under any such plan of reorganization or readjustment) shall be received by the Trustee
 or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been
 paid in full, such payment or distribution or security shall be received in trust for the benefit of,
 and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding
 in accordance with the priorities then existing among such holders for application to the payment of
 all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any
 interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure
 of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder
 of Senior Debt is hereby irrevocably authorized to endorse or assign the same.



61














	


        (d)
 The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including
 the delivery of this Indenture to an agent for any holders of Senior Debt or consent to the filing of
 a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders
 of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate
 to assure the effectiveness of the subordination effected by these provisions.




        (e)
 The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers
 of any secured creditor of the Company in respect of any security interest the creation of which is
 not prohibited by the provisions of this Indenture.




        (f)
 The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or
 ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting,
 respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.





        SECTION
 12.3.     Payment Permitted If No Default.




        Nothing
 contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall
 prevent (a) the Company, at any time, except during the pendency of the conditions described in paragraph
 (a) of Section 12.2 or of any Proceeding referred to in Section 12.2, from making
 payments at any time of principal of and any premium or interest (including any Additional Interest)
 on the Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to
 the payment of or on account of the principal of and any premium or interest (including any Additional
 Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such
 application by the Trustee, it did not have knowledge (in accordance with Section 12.8) that
 such payment would have been prohibited by the provisions of this Article XII, except as provided
 in Section 12.8.




        SECTION
 12.4.     Subrogation to Rights of Holders of Senior Debt.




        Subject
 to the payment in full of all amounts due or to become due on all Senior Debt, or the provision for
 such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
 Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions
 made to the holders of such Senior Debt pursuant to the provisions of this Article XII (equally
 and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated
 to Senior Debt of the Company to substantially the same extent as the Securities are subordinated to
 the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions
 made to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments
 and distributions of cash, property and securities applicable to the Senior Debt until the principal
 of and any premium and interest (including any Additional Interest) on the Securities shall be paid
 in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior
 Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would
 be entitled except for the provisions of this Article XII, and no payments made pursuant to the
 provisions of this Article XII to the holders of Senior Debt by Holders of the Securities or
 the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt, and the Holders
 of the Securities, be deemed to be a payment or distribution by the Company to or on account of the
 Senior Debt.



62














	


        SECTION
 12.5.     Provisions Solely to Define Relative Rights.




        The
 provisions of this Article XII are and are intended solely for the purpose of defining the relative
 rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other
 hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities
 is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations
 of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal
 of and any premium and interest (including any Additional Interest) on the Securities as and when the
 same shall become due and payable in accordance with their terms, (b) affect the relative rights against
 the Company of the Holders of the Securities and creditors of the Company other than their rights in
 relation to the holders of Senior Debt or (c) prevent the Trustee or the Holder of any Security (or
 to the extent expressly provided herein, the holder of any Preferred Security) from exercising all remedies
 otherwise permitted by applicable law upon default under this Indenture, including filing and voting
 claims in any Proceeding, subject to the rights, if any, under this Article XII of the holders
 of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee
 or such Holder.




        SECTION
 12.6.     Trustee to Effectuate Subordination.




        Each
 Holder of a Security by his or her acceptance thereof 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
 provided in this Article XII and appoints the Trustee his or her attorney-in-fact for any and
 all such purposes.




        SECTION
 12.7.     No Waiver of Subordination Provisions.




        (a)
 No right of any present or future holder of any Senior Debt 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 be otherwise charged with.



63














	


        (b)
 Without in any way limiting the generality of paragraph (a) of this Section 12.7, the holders
 of Senior Debt may, at any time and from to time, without the consent of or notice to the Trustee or
 the Holders of the Securities, without incurring responsibility to such Holders of the Securities and
 without impairing or releasing the subordination provided in this Article XII or the obligations
 hereunder of such Holders of the Securities to the holders of Senior Debt, do any one or more of the
 following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew
 or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument
 evidencing the same or any agreement under which Senior Debt is outstanding, (ii) sell, exchange, release
 or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt, (iii) release
 any Person liable in any manner for the payment of Senior Debt and (iv) exercise or refrain from exercising
 any rights against the Company and any other Person.




        SECTION
 12.8.     Notice to Trustee.




        (a)
 The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known
 to the Company that would prohibit the making of any payment to or by the Trustee in respect of the
 Securities. Notwithstanding the provisions of this Article XII or any other provision of this
 Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would
 prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until
 a Responsible Officer of the Trustee shall have received written notice thereof from the Company or
 a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that
 if the Trustee shall not have received the notice provided for in this Section 12.8 at least
 two Business Days prior to the date upon which by the terms hereof any monies may become payable for
 any purpose (including, the payment of the principal of and any premium on or interest (including any
 Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding,
 the Trustee shall have full power and authority to receive such monies and to apply the same to the
 purpose for which they were received and shall not be affected by any notice to the contrary that may
 be received by it within two Business Days prior to such date.




        (b)
 The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing
 himself or herself to be a holder of Senior Debt (or a trustee, agent, representative or attorney-in-fact
 therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee, agent,
 representative or attorney-in-fact therefor). 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 Senior Debt
 to participate in any payment or distribution pursuant to this Article XII, the Trustee may request
 such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
 Debt 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 XII,
 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.



64














	


        SECTION
 12.9.     Reliance on Judicial Order or Certificate of Liquidating Agent.





        Upon
 any payment or distribution of assets of the Company referred to in this Article XII, the Trustee
 and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered
 by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the
 trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
 agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders
 of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or
 distribution, the holders of the Senior Debt 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 XII.




        SECTION
 12.10.     Trustee Not Fiduciary for Holders of Senior Debt.




        The
 Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty
 to the holders of Senior Debt and shall not be liable to any such holders if it shall in good faith
 mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person
 cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this
 Article XII or otherwise.




        SECTION
 12.11.     Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
 Rights.




        The
 Trustee in its individual capacity shall be entitled to all the rights set forth in this Article
 XII with respect to any Senior Debt that may at any time be held by it, to the same extent as any
 other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights
 as such holder.




        SECTION
 12.12.     Article Applicable to Paying Agents.




        If
 at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be
 then acting hereunder, the term “Trustee” as used in this Article XII shall in such case
 (unless the context otherwise requires) be construed as extending to and including such Paying Agent
 within its meaning as fully for all intents and purposes as if such Paying Agent were named in this
 Article XII in addition to or in place of the Trustee; provided, that Sections
 12.8 and 12.11 shall not apply to the Company or any Affiliate of the Company if the Company
 or such Affiliate acts as Paying Agent.



ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS
 AND DIRECTORS




        SECTION
 13.1.     Indenture and Securities Solely Corporation Obligations.





        No
 recourse for the payment of the principal of or premium, if any, or interest on any Security, or for
 any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
 covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any such
 Security, or because of the creation of any indebtedness represented thereby, shall be had against any
 incorporator, stockholder, officer, director, employee or agent, as such, past, present or future, of
 the Company or of any predecessor or successor corporation of the Company, either directly or through
 the Company or any successor corporation of the Company, whether by virtue of any constitution, statute
 or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being 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 Securities.



65














	


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




* * * *



66














	


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









			SIMMONS FIRST NATIONAL CORPORATION

By:  /s/ J. Thomas May
        ——————————————
        J. Thomas May
        Chairman, President and Chief Executive Officer







			DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Trustee


By:  /s/ Wanda Camacho
        ——————————————
        Name:
        Title: 






	

67














	

Schedule A



DETERMINATION OF LIBOR




        With
 respect to the Securities, the London interbank offered rate (“LIBOR”) shall be determined by
 the Calculation Agent in accordance with the following provisions (in each case rounded to the nearest
 .000001%):




(1) On the second LIBOR Business Day (as defined below)
 prior to an Interest Payment Date beginning with the Interest Payment Date in December, 2010 (each such
 day, a “LIBOR Determination Date”), LIBOR for any given security shall, for the following interest
 payment period, equal the rate, as obtained by the Calculation Agent from Bloomberg Financial Markets
 Commodities News, for three-month Eurodollar deposits that appears on Dow Jones Telerate Page 3750 (as
 defined in the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and Currency
 Exchange Definitions), or such other page as may replace such Page 3750, as of 11:00 a.m. (London time)
 on such LIBOR Determination Date.




(2) If, on any LIBOR Determination Date, such rate
 does not appear on Dow Jones Telerate Page 3750 or such other page as may replace such Page 3750, the
 Calculation Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks
 (as defined below) to leading banks in the London interbank market for three-month Eurodollar deposits
 in an amount determined by the Calculation Agent by reference to requests for quotations as of approximately
 11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent to the Reference
 Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations,
 LIBOR shall equal such arithmetic mean of such quotations. If, on any LIBOR Determination Date, only
 one or none of the Reference Banks provide such quotations, LIBOR shall be deemed to be the arithmetic
 mean of the offered quotations that leading banks in the City of New York selected by the Calculation
 Agent are quoting on the relevant LIBOR Determination Date for three-month Eurodollar deposits in an
 amount determined by the Calculation Agent by reference to the principal London offices of leading banks
 in the London interbank market; provided that, if the Calculation Agent is required but is unable
 to determine a rate in accordance with at least one of the procedures provided above, LIBOR shall be
 LIBOR as determined on the previous LIBOR Determination Date.




(3) As used herein: “Reference Banks” means
 four major banks in the London interbank market selected by the Calculation Agent; and “LIBOR Business
 Day” means a day on which commercial banks are open for business (including dealings in foreign
 exchange and foreign currency deposits) in London.



Schedule A-1














	

Exhibit A



Officer’s Certificate




        The
 undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies,
 pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of December 16, 2003, among
 Simmons First National Corporation (the “Company”) and Deutsche Bank Trust Company Americas, as trustee,
 that, as of [date], [20__], the Company had the following ratios and balances:




BANK HOLDING COMPANY
As of [Quarterly Financial
 Dates]








	Tier 1 Risk Weighted Assets	 	 	 	 	%
	 	


	 
	Ratio of Double Leverage	 	 	 	 	%
	 	


	 
	Non-Performing Assets to Loans and OREO	 	 	 	 	%
	 	


	 
	Tangible Common Equity as a Percentage of Tangible Assets	 	 	 	 	%
	 	


	 
	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	 	 	 	 	%
	 	


	 
	Double Leverage (exclude trust preferred as equity)	 	 	 	 	%
	 	


	 
	Total Assets	 	 	$	 	 
	 	


	 
	Year to Date Income	 	 	$	 	 
	 	


	 






	


* A table describing the quarterly report calculation
 procedures is provided on page __




[FOR FISCAL YEAR END: Attached hereto are the
 audited consolidated financial statements (including the balance sheet, income statement and statement
 of cash flows, and notes thereto, together with the report of the independent accountants thereon) of
 the Company and its consolidated subsidiaries for the three years ended _______, 20___.]




[FOR FISCAL QUARTER END: Attached hereto are
 the unaudited consolidated and consolidating financial statements (including the balance sheet and income
 statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__.





The financial statements fairly present in all material
 respects, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position
 of the Company and its consolidated subsidiaries, and the results of operations and changes in financial
 condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and
 such financial statements have been prepared in accordance with GAAP consistently applied throughout
 the period involved (expect as otherwise noted therein).



Ex. A-1














	


        IN
 WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of this _____ day of _____________,
 20__










			——————————————
Name:
Title:


Simmons First National Corporation
P.O. Box 7009
Pine Bluff, Arkansas 71611
(870) 541-1350






	

Ex. A-2














	

Financial Definitions








	



	Report Item 	 	Corresponding FRY-9C or LP Line Items with Line
Item corresponding Schedules 	 	Description of Calculation 	 
	



	Tier 1 Risk Weighted Assets	 	BHCK7206
Schedule HC-R	 	Tier 1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted Assets	 
	



	Ratio of Double Leverage	 	(BHCP0365)/(BCHCP3210)
Schedule PC in the LP	 	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 non-bank subsidiaries.	 
	



	Non-Performing Assets to Loans and OREO	 	(BHCK5525-BHCK3506+BHCK5526-
BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)
Schedules HC-C, HC-M & HC-N	 	Total Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual & Repossessed Assets)/Total Loans+Foreclosed Real Estate	 
	



	Tangible Common Equity as a Percentage of Tangible Assets	 	(BHDM3210-BHCK3163)/(BHCK2170-
BHCK3163)
Schedule HC	 	(Equity Capital – Goodwill)/(Total Assets – Goodwill)	 
	



	Ratio of Reserves to Non-Performing Loans	 	(BHCK3123+BHCK3128)/(BHCK5525-
BHCK3506+BHCK5526-BHCK3507)
Schedules HC & HC-N & HC-R	 	Total Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming Loans (Nonaccrual + Restructured)	 
	



	Ratio of Net Charge-Offs to Loans	 	(BHCK4635-BHCK4605)/(BHCK3516)
Schedules HC-B & HC-K	 	Net charge offs for the period as a percentage of average loans.	 
	



	Return on Average Assets (annualized)	 	(BHCK4340/BHCK3368)
Schedules HI & HC-K	 	Net Income as a percentage of Assets.	 
	



	Net Interest Margin (annualized)	 	(BHCK4519)/(BHCK3515+BHCK3365+
BHCK3516+BHCK3401+BHCKB985)
Schedules HI Memorandum and HC-K	 	(Net Interest Income Fully Taxable Equivalent, if available/Average Earning Assets)	 
	



	Efficiency Ratio	 	(BHCK4093)/(BHCK4519+BHCK4079)
Schedule HI	 	(Non-interest Expense)/(Net Interest Income Fully Taxable Equivalent, if available, plus Non-interest Income)	 
	



	Ratio of Loans to Assets	 	(BHCKB528+BHCK5369)/(BHCK2170)
Schedule HC	 	Total Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total Assets	 
	



	Ratio of Loans to Deposits	 	(BHCKB528+BHCK5369)/(BHDM6631+
BHDM6636+BHFN6631+BHFN6636)
Schedule HC	 	Total Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total Deposits (Includes Domestic and Foreign Deposits)	 
	









	

1













	



	Total Assets	 	(BHCK2170)
Schedule HC	 	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	 	(BHCK4300)
Schedule HI	 	The sum of income (loss)before extraordinary items and other adjustments and extraordinary items; and other adjustments, net of income taxes.	 
	









	

2