Exhibit 10.3









	Exhibit 10.3




	








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	 	 
38
	 	 	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	 	39
	 	 	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	 	42
	 	 	SECTION 6.4.	 	Certain Rights of Trustee	 	43
	 	 	SECTION 6.5.	 	May Hold Securities	 	44
	 	 	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	 	46
	 	 	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	 	47





	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	 	51


	 	 	SECTION 9.1.	 	Supplemental Indentures without Consent of Holders	 	51
	 	 	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	 	64
	 	 	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
II, 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;






	


1















	 	        (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.



2















	


        “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.



7















	


        “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



Floating Rate
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 variable rate per annum, reset
quarterly, equal to LIBOR plus 2.80%, 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 variable rate per
annum, reset quarterly, equal to LIBOR plus 2.80%, 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 variable rate per annum, reset quarterly, equal to LIBOR plus 2.80%,
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 II 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.



        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 II (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.



18















	


        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, 2008, 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.



        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.



19















	


        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 variable
rate per annum, reset quarterly, equal to LIBOR plus 2.80% until paid or duly
provided for, 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 variable rate per
annum, reset quarterly, equal to LIBOR plus 2.80% 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.



        (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:



24















	 	        (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.



        (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.



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        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.



        (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.



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        (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.



        (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.



30















	


        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 variable rate
per annum, reset quarterly, equal to LIBOR plus 2.80%, 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;






	


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



33















	


        (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



        (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



34















	


        (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.



        (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:



35















	 	        (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.



        (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.



36















	


        (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:



        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.



37















	


        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.



        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.



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        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.



        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



39















	


        (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






	 	        (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.



41















	


        (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.






	


        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.



42















	


        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;



        (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;



43















	


        (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;



        (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.



44















	


        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.



        (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.



45















	


        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.



        (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.



46















	


        (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.



        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.



47















	


        (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.



        (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.



Dated:



48















			[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.



        (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.



49















	


        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;



        (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



50















	


        (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.



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:



51















	


        (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






	 	        (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;







	

52





















	


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.



53















	


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.



        (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.



54















	


        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, 2008, 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.



58















	


        (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.






	


        (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.



59















	


        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.



60















	


        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.



        (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.



63















	


        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.



        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.



64















	


        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 (except, with  respect to the
first interest payment period, on December 12, 2003) (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















	


Exhibit A



        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)	 
	







	


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	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.	 
	







	


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