ex10-2.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    Exhibit
      10.2


    BNCCORP,
      INC.

    as
      Issuer

    


    


    


    


    


    


    


    


    INDENTURE

     

    Dated
      as
      of July 30, 2007

    


    


    


    WILMINGTON
      TRUST COMPANY

    as
      Trustee

    


    


    


    FLOATING
      RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2037

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  TABLE
            OF CONTENTS      

           
                    

      

    


    
      	
              ARTICLE
                I

            	
              DEFINITIONS 

            	
               1

            


    

     

    
      	
               

            	Section 1.01.    Definitions                                                                
	
               1

            


    

     

    
      	
              ARTICLE
                II

            	
              DEBT
                SECURITIES 

            	
               9

            


    

     

    
      	
               

            	Section 2.01.    Authentication
              and Dating 	
               9

            


    

     

    
      	
               

            	
              Section
                2.02.    Form of
                Trustee’s Certificate of Authentication 

            	
               9

            


    

     

    
      	
               

            	
              Section
                2.03.    Form and
                Denomination of Debt Securities 

            	
               9

            


    

     

    
      	
               

            	
              Section
                2.04.    Execution of
                Debt Securities

            	
              10

            


    

     

    
      	
               

            	
              Section
                2.05.    Exchange and
                Registration of Transfer of Debt Securities

            	
              10

            


    

     

    
      	
               

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

            	
              13

            


    

     

    
      	
               

            	
              Section
                2.07.    Temporary Debt
                Securities

            	
              14

            


    

     

    
      	
               

            	
              Section
                2.08.    Payment of
                Interest 

            	
              14

            


    

     

    
      	
               

            	
              Section
                2.09.    Cancellation
                of
                Debt Securities Paid, etc.

            	
              16

            


    

     

    
      	
               

            	
              Section
                2.10.    Computation of
                Interest

            	
              16

            


    

     

    
      	
               

            	
              Section
                2.11.    Extension of
                Interest Payment Period

            	
              18

            


    

     

    
      	
               

            	
              Section
                2.12.    CUSIP
                Numbers

            	
              18

            


    

     

    
      	
              ARTICLE III

            	PARTICULAR COVENANTS OF THE
              COMPANY	
              19

            


    

     

    
      	
               

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

            	
              19

            


    

     

    
      	
               

            	
              Section
                3.02.    Offices for
                Notices and Payments, etc.

            	
              19

            


    

     

    
      	
               

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

            	
              20

            


    

     

    
      	
               

            	
              Section
                3.04.    Provision as
                to
                Paying Agent

            	
              20

            


    

     

    
      	
               

            	
              Section
                3.05.    Certificate to
                Trustee

            	
              21

            


    

     

    
      	
               

            	
              Section
                3.06.    Additional
                Interest

            	
              21

            


    

     

    
      	
               

            	
              Section
                3.07.    Compliance with
                Consolidation Provisions

            	
              22

            


    

     

    
      	
               

            	
              Section
                3.08.    Limitation on
                Dividends

            	
              22

            


    

     

    
      	
               

            	
              Section
                3.09.    Covenants as
                to
                the Trust

            	
              22

            


    

     

    
      	
              ARTICLE IV 

            	
              LISTS
                AND REPORTS BY THE COMPANY AND THE TRUSTEE

            	
              23

            


    

     

    
      	
               

            	
              Section
                4.01.    Securityholders’
                Lists

            	
              23

            


    

     

    
      	
               

            	
              Section
                4.02.    Preservation
                and Disclosure of Lists

            	
              23

            


    

     

    
      	
               

            	
              Section
                4.03.    Financial and
                Other Information

            	
              24

            


    

     

    
      	
              ARTICLE V

            	
              REMEDIES
                OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                DEFAULT

            	
              25

            


    

     

    
      
        -i-

      

      
        
          

        

      

      
          

                  TABLE
            OF CONTENTS  

              (continued)  

                                                                                                        

               

        

      

    

     

    
      	 	 	 Page 


    

     

    
      	 	 Section
              5.01.   
              Events of Default	 25


    

     

    
      	
               

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

            	
              27

            


    

     

    
      	
               

            	
              Section
                5.03.    Application of
                Moneys Collected by Trustee

            	
              28

            


    

     

    
      	
               

            	
              Section
                5.04.    Proceedings by
                Securityholders

            	
              28

            


    

     

    
      	
               

            	
              Section
                5.05.    Proceedings by
                Trustee

            	
              29

            


    

     

    
      	
               

            	
              Section
                5.06.    Remedies
                Cumulative and Continuing

            	
              29

            


    

     

    
      	
               

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

            	
              29

            


    

     

    
      	
               

            	
              Section
                5.08.    Notice of
                Defaults

            	
              30

            


    

     

    
      	
               

            	
              Section
                5.09.    Undertaking to
                Pay Costs

            	
              30

            


    

     

    
      	
              ARTICLE VI

            	
              CONCERNING
                THE TRUSTEE

            	
              31

            


    

     

    
      	
               

            	
              Section
                6.01.    Duties and
                Responsibilities of Trustee

            	
              31

            


    

     

    
      	
               

            	
              Section
                6.02.    Reliance on
                Documents, Opinions, etc

            	
              32

            


    

     

    
      	
               

            	
              Section
                6.03.    No
                Responsibility for Recitals, etc

            	
              33

            


    

     

    
      	
               

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

            	
              33

            


    

     

    
      	
               

            	
              Section
                6.05.    Moneys to be
                Held in Trust

            	
              33

            


    

     

    
      	
               

            	
              Section
                6.06.    Compensation
                and Expenses of Trustee

            	
              34

            


    

     

    
      	
               

            	
              Section
                6.07.    Officers’
                Certificate as Evidence

            	
              34

            


    

     

    
      	
               

            	
              Section
                6.08.    Eligibility of
                Trustee

            	
              35

            


    

     

    
      	
               

            	
              Section
                6.09.    Resignation or
                Removal of Trustee

            	
              35

            


    

     

    
      	
               

            	
              Section
                6.10.    Acceptance by
                Successor Trustee

            	
              36

            


    

     

    
      	
               

            	
              Section
                6.11.    Succession by
                Merger, etc

            	
              37

            


    

     

    
      	
               

            	
              Section
                6.12.    Authenticating
                Agents

            	
              38

            


    

     

    
      	
              ARTICLE VII

            	
              CONCERNING
                THE SECURITYHOLDERS

            	
              39

            


    

     

    
      	
               

            	
              Section
                7.01.    Action by
                Securityholders

            	
              39

            


    

     

    
      	
               

            	
              Section
                7.02.    Proof of
                Execution by Securityholders

            	
              40

            


    

     

    
      	
               

            	
              Section
                7.03.    Who Are Deemed
                Absolute Owners

            	
              40

            


    

     

    
      	
               

            	
              Section
                7.04.    Debt Securities
                Owned by Company Deemed Not Outstanding

            	
              40

            


    

     

    
      	
               

            	
              Section
                7.05.    Revocation of
                Consents; Future Holders Bound

            	
              40

            


    

     


    
      
        -ii-

      

      
        
        

        
          

        

      

      
        
        

              

                  TABLE
            OF CONTENTS      

                     
             (continued)             

                                                                                               

        

      

    


    
      	 	 	 Page


    

     

    
      	
              ARTICLE VIII 

            	SECURITYHOLDERS’ MEETINGS	
              41

            


    

     

    
      	
               

            	Section 8.01.    Purposes
              of
              Meetings 	
              41

            


    

     

    
      	
               

            	
              Section
                8.02.    Call of
                Meetings by Trustee

            	
              41

            


    

     

    
      	
               

            	
              Section
                8.03.    Call of
                Meetings by Company or Securityholders

            	
              42

            


    

     

    
      	
               

            	
              Section
                8.04.    Qualifications
                for Voting

            	
              42

            


    

     

    
      	
               

            	
              Section
                8.05.    Regulations

            	
              42

            


    

     

    
      	
               

            	
              Section
                8.06.    Voting

            	
              43

            


    

     

    
      	
               

            	
              Section
                8.07.    Quorum;
                Actions

            	
              43

            


    

     

    
      	
              ARTICLE IX

            	
              SUPPLEMENTAL
                INDENTURES

            	
              44

            


    

     

    
      	
               

            	
              Section
                9.01.    Supplemental
                Indentures without Consent of Securityholders

            	
              44

            


    

     

    
      	
               

            	
              Section
                9.02.    Supplemental
                Indentures with Consent of Securityholders

            	
              45

            


    

     

    
      	
               

            	
              Section
                9.03.    Effect of
                Supplemental Indentures

            	
              46

            


    

     

    
      	
               

            	
              Section
                9.04.    Notation on
                Debt Securities

            	
              47

            


    

     

    
      	
               

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

            	
              47

            


    

     

    
      	
              ARTICLE X 

            	
              REDEMPTION
                OF SECURITIES

            	
              47

            


    

     

    
      	
               

            	
              Section
                10.01.    Optional
                Redemption

            	
              47

            


    

     

    
      	
               

            	
              Section
                10.02.    Special Event
                Redemption

            	
              47

            


    

     

    
      	
               

            	
              Section
                10.03.    Notice of
                Redemption; Selection of Debt Securities

            	
              47

            


    

     

    
      	
               

            	
              Section
                10.04.    Payment of Debt
                Securities Called for Redemption

            	
              48

            


    

     

    
      	
              ARTICLE XI 

            	
              CONSOLIDATION,
                MERGER, SALE, CONVEYANCE AND LEASE

            	
              49

            


    

     

    
      	
               

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

            	
              49

            


    

     

    
      	
               

            	
              Section
                11.02.    Successor
                Entity to be Substituted

            	
              49

            


    

     

    
      	
               

            	
              Section
                11.03.    Opinion of
                Counsel to be Given to Trustee

            	
              50

            


    

     

    
      	
              ARTICLE XII

            	SATISFACTION AND DISCHARGE
              OF
              INDENTURE	
              50

            


    

     

    
      	
               

            	
              Section
                12.01.    Discharge of
                Indenture

            	
              50

            


    

     

    
      	
               

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

            	
              51

            


    

     

    
      	
               

            	
              Section
                12.03.    Paying Agent
                to
                Repay Moneys Held

            	
              51

            


    

     

    
      	
               

            	
              Section
                12.04.    Return of
                Unclaimed Moneys

            	
              51

            


    

     

    
      
        
        

      

      
        
          
            
              -iii-

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
        
           

          
                    TABLE
              OF CONTENTS      

                       
               (continued)             

                                                                                                 

          

        

      

       

    

    
      	 	 	 Page


    

     

    
      	
              ARTICLE XIII

            	IMMUNITY OF INCORPORATORS,
              STOCKHOLDERS, OFFICERS AND DIRECTORS	
              51

            


    

     

    
      	
               

            	
              Section
                13.01.    Indenture and
                Debt Securities Solely Corporate Obligations

            	
              51

            


    

     

    
      	
              ARTICLE XIV

            	MISCELLANEOUS PROVISIONS	
              52

            


    

     

    
      	
               

            	
              Section
                14.01.    Successors

            	
              52

            


    

     

    
      	
               

            	
              Section
                14.02.    Official Acts
                by Successor Entity

            	
              52

            


    

     

    
      	
               

            	
              Section
                14.03.    Surrender of
                Company Powers

            	
              52

            


    

     

    
      	
               

            	
              Section
                14.04.    Addresses for
                Notices, etc

            	
              52

            


    

     

    
      	
               

            	
              Section
                14.05.    Governing
                Law

            	
              52

            


    

     

    
      	
               

            	
              Section
                14.06.    Evidence of
                Compliance with Conditions Precedent

            	
              53

            


    

     

    
      	
               

            	
              Section
                14.07.    Business Day
                Convention

            	
              53

            


    

     

    
      	
               

            	
              Section
                14.08.    Table of
                Contents, Headings, etc

            	
              53

            


    

     

    
      	
               

            	
              Section
                14.09.    Execution in
                Counterparts

            	
              53

            


    

     

    
      	
               

            	
              Section
                14.10.    Separability

            	
              54

            


    

     

    
      	
               

            	
              Section
                14.11.    Assignment

            	
              54

            


    

     

    
      	
               

            	
              Section
                14.12.    Acknowledgment
                of Rights

            	
              54

            


    

     

    
      	
              ARTICLE XV

            	SUBORDINATION OF DEBT
              SECURITIES	
              54

            


    

    


    
      	
               

            	
              Section
                15.01    Agreement to
                Subordinate

            	
              54

            


    

     

    
      	
               

            	
              Section
                15.02.    Default on
                Senior Indebtedness

            	
              55

            


    

     

    
      	
               

            	
              Section
                15.03.    Liquidation;
                Dissolution; Bankruptcy

            	
              55

            


    

     

    
      	
               

            	
              Section
                15.04.    Subrogation

            	
              56

            


    

     

    
      	
               

            	
              Section
                15.05.    Trustee to
                Effectuate Subordination

            	
              57

            


    

     

    
      	
               

            	
              Section
                15.06.    Notice by the
                Company

            	
              57

            


    

     

    
      	
               

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

            	
              58

            


    

     

    
      	
               

            	
              Section
                15.08.    Subordination
                May Not Be Impaired

            	
              59

            


    

     

    


    
      	
              EXHIBIT
                A

            	
              FORM
                OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE
                2037 

            	
              A-1

            


    

     

    
      	 EXHIBIT
              B 	 FORM
              OF CERTIFICATE OF OFFICER OF THE COMPANY	 B-1


    

     

                              
      
        
          -iv-

        

        
          
          

          
            

          

        

        
          
          

        

      



    THIS
      INDENTURE, dated as of July 30, 2007, between BNCCORP, Inc., a bank holding
      company incorporated in Delaware  (hereinafter sometimes called the
“Company”), and Wilmington Trust Company, a Delaware banking corporation, as
      trustee (hereinafter sometimes called the “Trustee”).

     

    W
      I T N E
      S S E T H :

     

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

     

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

     

                                
      ARTICLE
      I                                

     

    


     

    DEFINITIONS

     

    Section
      1.01.  Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    “Capital
      Securities Guarantee” means the guarantee agreement that the Company will enter
      into with Wilmington Trust Company or other Persons that operates directly
      or
      indirectly for the benefit of holders of Capital Securities of the
      Trust.

     

    “Capital
      Treatment Event” means the receipt by the Company and the Trust of an Opinion of
      Counsel experienced in such matters to the effect that, as a result of any
      amendment to, or change in, the laws, rules or regulations of the United States
      or any political subdivision thereof or therein, or as the result of any
      official or administrative pronouncement or action or decision interpreting
      or
      applying such laws, rules or regulations, which amendment or change is effective
      or which pronouncement, action or decision is announced on or after the date
      of
      original issuance of the Debt Securities, there is more than an insubstantial
      risk that the Company will not, within 90 days of the date of such opinion,
      be
      entitled to treat an amount equal to the aggregate Liquidation Amount of the
      Capital Securities as “Tier 1 Capital” (or the then equivalent thereof) for
      purposes of the capital adequacy guidelines of the Federal Reserve (or any
      successor regulatory authority with jurisdiction over bank holding companies),
      as then in effect and applicable to the Company, provided,
however, that the distribution of the Debt Securities in connection
      with
      the liquidation of the Trust by the Company shall not in and of itself
      constitute a Capital Treatment Event unless such liquidation shall have occurred
      in connection with a Tax Event or an Investment Company Event.

     

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

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Company”
      means BNCCORP, Inc., a bank holding company incorporated in Delaware, and,
      subject to the provisions of Article XI, shall include its successors and
      assigns.

     

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

     

    “Debt
      Security Register” has the meaning specified in Section 2.05.

     

    “Declaration”
      means the Amended and Restated Declaration of Trust of the Trust dated as of
      July 30, 2007, as amended or supplemented from time to time.

     

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

     

    “Defaulted
      Interest” has the meaning set forth in Section 2.08.

     

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

     

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

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Extension
      Period” has the meaning set forth in Section 2.11.

     

    “Federal
      Reserve” means the Board of Governors of the Federal Reserve
      System.

     

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

     

    “Institutional
      Trustee”  has the meaning set forth in the Declaration.

     

    “Interest
      Payment Date means January 1, April 1, July 1 and October 1 of each year,
      commencing on October 1, 2007, during the term of this Indenture.

     

    “Interest
      Period” has the meaning set forth in Section 2.08.

     

    “Interest
      Rate” means, with respect to any Interest Period, a per annum rate of interest
      equal to LIBOR, as determined on the LIBOR Determination Date for such Interest
      Period, plus 1.40%.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “LIBOR”
      means the London Interbank Offered Rate for three-month U.S. Dollar deposits
      in
      Europe as determined by the Calculation Agent according to
      Section 2.10(b).

     

    “LIBOR
      Banking Day” has the meaning set forth in Section 2.10(b)(1).

     

    “LIBOR
      Business Day” has the meaning set forth in Section 2.10(b)(1).

     

    “LIBOR
      Determination Date” has the meaning set forth in Section 2.10(b).

     

    “Liquidation
      Amount” means the stated amount of $1,000 per Trust Security.

     

    “Maturity
      Date” means October 1, 2037.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

     

    “Paying
      Agent” means any paying agent for the Debt Securities appointed pursuant to
      Section 3.04.

     

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

     

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

     

    “Principal
      Office of the Trustee” means the office of the Trustee, at which at any
      particular time its corporate trust business shall be principally administered,
      which at all times shall be located within the United States and at the time
      of
      the execution of this Indenture shall be Rodney Square North, 1100 North Market
      Street, Wilmington, Delaware 19890-0001.

     

     “Redemption
      Date” has the meaning set forth in Section 10.01.

     

    “Redemption
      Price” means 100% of the principal amount of the Debt Securities being redeemed
      plus accrued and unpaid interest on such Debt Securities to the Redemption
      Date
      or, in the case of redemption at maturity, the Maturity Date, or, in the case
      of
      a redemption due to the occurrence of a Special Event, to the Special Redemption
      Date if such Special Redemption Date is on or after October 1,
      2012.

     

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

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Senior
      Indebtedness” means, with respect to the Company, (i) the principal,
      premium, if any, and interest in respect of (A) indebtedness of the Company
      for money borrowed, similar obligations arising from off-balance sheet
      guarantees and direct credit substitutes and (B) indebtedness evidenced by
      securities, debentures, notes, bonds or other similar instruments issued by
      the
      Company; (ii) all capital lease obligations of the Company; (iii) all
      obligations of the Company issued or assumed as the deferred purchase price
      of
      property, all conditional sale obligations of the Company and all obligations
      of
      the Company under any title retention agreement (but excluding trade accounts
      payable arising in the ordinary course of business); (iv) all obligations
      of the Company for the reimbursement of any letter of credit, any banker’s
      acceptance, any security purchase facility, any repurchase agreement or similar
      arrangement, all obligations associated with derivative products such as
      interest rate and foreign exchange contracts and commodity contracts, any
      interest rate swap, any other hedging arrangement, any obligation under options
      or any similar credit or other transaction; (v) all obligations of the type
      referred to in clauses (i) through (iv) above of other Persons for the
      payment of which the Company is responsible or liable as obligor, guarantor
      or
      otherwise; and (vi) all obligations of the type referred to in clauses (i)
      through (v) above of other Persons secured by any lien on any property or asset
      of the Company (whether or not such obligation is assumed by the Company),
      whether incurred on or prior to the date of this Indenture or thereafter
      incurred, unless, with the prior approval of the Federal Reserve if not
      otherwise generally approved, it is provided in the instrument creating or
      evidencing the same or pursuant to which the same is outstanding, that such
      obligations are are pari passu, junior or otherwise not superior in
      right of payment to the Debt Securities ; provided, however, that Senior
      Indebtedness shall not include (A) any debt securities  issued to any
      trust other than the Trust (or a trustee of such trust) that is a
      financing  vehicle of the Company (a “financing entity”), in
      connection with the issuance by such financing entity of equity or other
      securities in transactions substantially similar in structure to the
      transactions contemplated hereunder and in the Declaration or (B) any guarantees
      of the Company in respect of the equity or other securities of any financing
      entity referred to in clause (A) above.

     

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

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    “Special
      Redemption Price” means, with respect to the redemption of any Debt Security
      following a Special Event, an amount in cash equal to the percentage for the
      principal amount of the Debt Securities that is specified below for the Special
      Redemption Date plus unpaid interest accrued thereon to the Special Redemption
      Date:

     

    
      	
              Special
                Event Redemption During Period Beginning On

               

            	
              Percentage
                of Principal Amount

            
	
              July
                30, 2007

            	
              104.40

            
	
              October
                1, 2008

            	
              103.52

            
	
              October
                1, 2009

            	
              102.64

            
	
              October
                1, 2010

            	
              101.76

            
	
              October
                1, 2011

            	
              100.88

            
	
              October
                1, 2012

            	
              100.00

            


    

    


    
       

    

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

     

    “Trust”
      means BNC Statutory Trust III, a Delaware statutory trust, or any other similar
      trust created for the purpose of issuing Capital Securities in connection with
      the issuance of Debt Securities under this Indenture, of which the Company
      is
      the sponsor.

     

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

     

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

     

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

     

    “United
      States” means the United States of America and the District of
      Columbia.

     

    “U.S.
      Person” has the meaning given to United States Person as set forth in Section
      7701(a)(30) of the Code.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

                             
      ARTICLE
      II                                

     

    


     

    DEBT
      SECURITIES

     

    Section
      2.01.  Authentication
      and Dating.

     

    Upon
      the
      execution and delivery of this Indenture, or from time to time thereafter,
      Debt
      Securities in an aggregate principal amount not in excess of $15,464,000 may
      be
      executed and delivered by the Company to the Trustee for authentication, and
      the
      Trustee shall thereupon authenticate and make available for delivery said Debt
      Securities to or upon the written order of the Company, signed by its Chairman
      of the Board of Directors, Vice Chairman, President or Chief Financial Officer
      or one of its Vice Presidents, without any further action by the Company
      hereunder.  In authenticating such Debt Securities, and accepting the
      additional responsibilities under this Indenture in relation to such Debt
      Securities, the Trustee shall be entitled to receive, and (subject to
      Section 6.01) shall be fully protected in relying upon a copy of any Board
      Resolution or Board Resolutions relating thereto and, if applicable, an
      appropriate record of any action taken pursuant to such resolution, in each
      case
      certified by the Secretary or an Assistant Secretary or other officer with
      appropriate delegated authority of the Company as the case may be.

     

    The
      Trustee shall have the right to decline to authenticate and deliver any Debt
      Securities under this Section if the Trustee, being advised by counsel,
      determines that such action may not lawfully be taken or if a Responsible
      Officer of the Trustee in good faith shall determine that such action would
      expose the Trustee to personal liability to existing
      securityholders.

     

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

     

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

     

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

     

    This
      certificate represents Debt Securities referred to in the within-mentioned
      Indenture.

     

    WILMINGTON
      TRUST COMPANY, not in its individual capacity but solely as trustee

     

    
      	
               

            	
              By_________________________

            


    

     

    
      	
               

            	
              Authorized
                Officer

            


    

     

    Section
      2.03.  Form
      and Denomination of Debt Securities.

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Section
      2.04.  Execution
      of Debt Securities.

     

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

     

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

     

    Every
      Debt Security shall be dated the date of its authentication.

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY
      ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
      ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
      (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
      OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
      THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
      (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
      ITS
      OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
      SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
      PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
      CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH
      THE
      INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.  THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY
      WITH
      THE FOREGOING RESTRICTIONS.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

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

     

    THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN'S INVESTMENT
      IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
      HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
      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, 84-14, THE
      NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(B)(17) OF ERISA
      OR
      ANOTHER APPLICABLE EXEMPTION.

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    THIS
      OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
      AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
      CORPORATION.  THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF
      DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY,
      IS
      INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
      AND IS NOT SECURED.

     

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

    

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

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

     

    Section
      2.07.  Temporary
      Debt Securities.

     

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

     

    Section
      2.08.  Payment
      of Interest.

     

    Each
      Debt
      Security will bear interest at the then applicable Interest Rate from and
      including each Interest Payment Date or, in the case of the first interest
      period, the original date of issuance of such Debt Security to, but excluding,
      the next succeeding Interest Payment Date or, in the case of the last interest
      period, the Redemption Date, Special Redemption Date or Maturity Date, as
      applicable (each such period, an “Interest Period”), on the principal thereof,
      on any overdue principal and (to the extent that payment of such interest is
      enforceable under applicable law) on Deferred Interest and on any overdue
      installment of interest (including Defaulted Interest), payable (subject to
      the
      provisions of Article XV) on each Interest Payment Date commencing on October
      1,
      2007, and on the Redemption Date, the Special Redemption Date or the Maturity
      Date, as the case may be.  Interest and any Deferred Interest on any
      Debt 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 such Debt
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on the regular record date for such interest installment, except that
      interest and any Deferred Interest payable on the Maturity Date, the Redemption
      Date or the Special Redemption Date, as the case may be, shall be paid to the
      Person to whom principal is paid.  In the event that any Debt Security
      or portion thereof is called for redemption and the redemption date is
      subsequent to a regular record date with respect to any Interest Payment Date
      and prior to such Interest Payment Date, interest on such Debt Security will
      be
      paid upon presentation and surrender of such Debt Security.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      2.09.  Cancellation
      of Debt Securities Paid, etc.

     

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

     

    Section
      2.10.  Computation
      of Interest.

     

    (a)           The
      amount of interest payable for any Interest Period will be computed on the
      basis
      of a 360-day year and the actual number of days elapsed in such Interest Period;
      provided, however, that upon the occurrence of a Special Event
      redemption pursuant to Section 10.02 the amounts payable pursuant to this
      Indenture shall be calculated as set forth in the definition of Special
      Redemption Price.

     

    (b)           LIBOR
      shall be determined by the Calculation Agent for each Interest Period in
      accordance with the following provisions:

     

    (1)           On
      the second LIBOR Business Day (provided, that on such day commercial
      banks are open for business (including dealings in foreign currency deposits)
      in
      London (a “LIBOR Banking Day”), and otherwise the next preceding LIBOR Business
      Day that is also a LIBOR Banking Day) prior to January 1, April 1, July 1 and
      October 1, as the case may be, immediately preceding the commencement of such
      Interest Period (or, in the case of the first Interest Period, prior to July
      30,
      2007) (each such day, a “LIBOR Determination Date”), LIBOR shall equal the rate,
      as obtained by the Calculation Agent for three-month U.S. Dollar deposits in
      Europe, which appears on Reuters Screen (as defined in the International Swaps
      and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange
      Definitions) LIBOR01 Page or such other page as may replace such Reuters Screen
      LIBOR01 Page, as of 11:00 a.m. (London time) on such LIBOR Determination Date,
      as reported by Bloomberg Financial Markets Commodities News (or any successor
      service).  “LIBOR Business Day” means any day that is not a Saturday,
      Sunday or other day on which commercial banking institutions in New York, New
      York or Wilmington, Delaware are authorized or obligated by law or executive
      order to be closed.  If such rate is superseded on Reuters Screen
      LIBOR01 Page by a corrected rate before 12:00 noon (London time) on the same
      LIBOR Determination Date, the corrected rate as so substituted will be the
      applicable LIBOR for that LIBOR Determination Date.

     

    (2)           If,
      on any LIBOR Determination Date, such rate does not appear on Reuters Screen
      LIBOR01 Page as reported by Bloomberg Financial Markets Commodities News or
      such
      other page as may replace such Reuters Screen LIBOR01 Page, the Calculation
      Agent shall determine the arithmetic mean of the offered quotations of the
      Reference Banks (as defined below) to leading banks in the London interbank
      market for three-month U.S. Dollar deposits in Europe (in an amount determined
      by the Calculation Agent) by reference to requests for quotations as of
      approximately 11:00 a.m. (London time) on the LIBOR Determination Date made
      by
      the Calculation Agent to the Reference Banks.  If, on any LIBOR
      Determination Date, at least two of the Reference Banks provide such quotations,
      LIBOR shall equal the arithmetic mean of such quotations.  If, on any
      LIBOR Determination Date, only one or none of the Reference Banks provide such
      a
      quotation, LIBOR shall be deemed to be the arithmetic mean of the offered
      quotations that at least two leading banks in the City of New York (as selected
      by the Calculation Agent) are quoting on the relevant LIBOR Determination Date
      for three-month U.S. Dollar deposits in Europe at approximately 11:00 a.m.
      (London time) (in an amount determined by the Calculation Agent). As used
      herein, “Reference Banks” means four major banks in the London interbank market
      selected by the Calculation Agent.

     

    
      
        
        

      

      
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    (3)           If
      the Calculation Agent is required but is unable to determine a rate in
      accordance with at least one of the procedures provided above, LIBOR shall
      be
      LIBOR in effect on the previous LIBOR Determination Date (whether or not LIBOR
      for such period was in fact determined on such LIBOR Determination
      Date).

     

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

     

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

     


    
      
        
        

      

      
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    Section
      2.11.  Extension
      of Interest Payment Period.

     

    So
      long
      as no Event of Default pursuant to Sections 5.01(b), (e) or (f) of this
      Indenture has occurred and is continuing, the Company shall have the right,
      from
      time to time and without causing an Event of Default, to defer payments of
      interest on the Debt Securities by extending the interest payment period on
      the
      Debt Securities at any time and from time to time during the term of the Debt
      Securities, for up to twenty consecutive quarterly periods (each such extended
      interest payment period, an “Extension Period”).  No Extension Period
      may end on a date other than an Interest Payment Date.  During any
      Extension Period, interest will continue to accrue on the Debt Securities,
      and
      interest on such accrued interest (such accrued interest and interest thereon
      referred to herein as “Deferred Interest”) will accrue, at the Interest Rate,
      compounded quarterly from the date such Deferred Interest would have been
      payable were it not for the Extension Period, both to the extent permitted
      by
      law.  No interest or Deferred Interest (except any Additional Interest
      that may be due and payable) shall be due and payable during an Extension
      Period, except at the end thereof.  At the end of any such Extension
      Period the Company shall pay all Deferred Interest then accrued and unpaid
      on
      the Debt Securities; provided, however, that no Extension Period
      may extend beyond the Maturity Date, Redemption Date or Special Redemption
      Date;
      and providedfurther, however, that during any such
      Extension Period, the Company shall be subject to the restrictions set forth
      in
      Section 3.08 of this Indenture.  Prior to the termination of any
      Extension Period, the Company may further extend such period, provided,
      that such period together with all such previous and further consecutive
      extensions thereof shall not exceed twenty consecutive quarterly
      periods.  Upon the termination of any Extension Period and upon the
      payment of all Deferred Interest, the Company may commence a new Extension
      Period, subject to the foregoing requirements.  The Company must give
      the Trustee notice of its election to begin such Extension Period at least
      one
      Business Day prior to the date such interest is payable, but in any event not
      later than the related regular record date.  The Trustee shall give
      notice of the Company’s election to begin a new Extension Period to the
      Securityholders.

     

    Section
      2.12.  CUSIP
      Numbers.

     

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

     


    
      
        
        

      

      
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      ARTICLE
      III                                

     

    


     

    PARTICULAR
      COVENANTS OF THE COMPANY

     

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

     

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

     

    (b)           The
      Company will treat the Debt Securities as indebtedness, and the interest payable
      in respect of such Debt Securities as interest, for all U.S. federal income
      tax
      purposes.  All payments in respect of such Debt 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.

     

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

     

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

     

    Section
      3.02.  Offices
      for Notices and Payments, etc.

     

    So
      long
      as any of the Debt Securities remain outstanding, the Company will maintain
      in
      Wilmington, Delaware or in Bismarck, North Dakota an office or agency where
      the
      Debt Securities may be presented for payment, an office or agency where the
      Debt
      Securities may be presented for registration of transfer and for exchange as
      provided in this Indenture and an office or agency where notices and demands
      to
      or upon the Company in respect of the Debt Securities or of this Indenture
      may
      be served.  The Company will give to the Trustee written notice of the
      location of any such office or agency and of any change of location
      thereof.  Until otherwise designated from time to time by the Company
      in a notice to the Trustee, or specified as contemplated by Section 2.05, such
      office or agency for all of the above purposes shall be the Principal Office
      of
      the Trustee.  In case the Company shall fail to maintain any such
      office or agency in Wilmington, Delaware or in Bismarck, North Dakota or shall
      fail to give such notice of the location or of any change in the location
      thereof, presentations and demands may be made and notices may be served at
      the
      Principal Office of the Trustee.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    In
      addition to any such office or agency, the Company may from time to time
      designate one or more offices or agencies outside Wilmington, Delaware or
      Bismarck, North Dakota where the Debt Securities may be presented for
      registration of transfer and for exchange in the manner provided in this
      Indenture, and the Company may from time to time rescind such designation,
      as
      the Company may deem desirable or expedient; provided, however,
      that no such designation or rescission shall in any manner relieve the Company
      of its obligation to maintain any such office or agency in Wilmington, Delaware
      or in Bismarck, North Dakota for the purposes above mentioned.  The
      Company will give to the Trustee prompt written notice of any such designation
      or rescission thereof.

     

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

     

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

     

    Section
      3.04.  Provision
      as to Paying Agent.

     

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

     

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

     

    (2)           that
      it will give the Trustee prompt written notice of any failure by the Company
      (or
      by any other obligor on the Debt Securities) to make any payment on the Debt
      Securities when the same shall be due and payable; and

     

    (3)           that
      it will, at any time during the continuance of any Event of Default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so held
      in
      trust by such Paying Agent.

     

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

    

     

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

     

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

     

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

    

     

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

     

    
      
        
        

      

      
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    Section
      3.05.  Certificate
      to Trustee.

     

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

     

    Section
      3.06.  Additional
      Interest.

     

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

     

    
      
        
        

      

      
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    Section
      3.07.  Compliance
      with Consolidation Provisions.

     

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

     

    Section
      3.08.  Limitation
      on Dividends.

     

    If
      (i) there shall have occurred and be continuing a Default or an Event of
      Default, (ii) the Company shall be in default with respect to its payment
      of any obligations under the Capital Securities Guarantee or (iii) the
      Company shall have given notice of its election to defer payments of interest
      on
      the Debt Securities by extending the interest payment period as provided herein
      and such period, or any extension thereof, shall have commenced and be
      continuing, then the Company may not (A) declare or pay any dividends or
      distributions on, or redeem, purchase, acquire, or make a liquidation payment
      with respect to, any of the Company’s capital stock, (B) make any payment of
      principal of or interest or premium, if any, on or repay, repurchase or redeem
      any debt securities of the Company that rank pari passu
      in all respects with or junior in interest to the Debt Securities
      or (C) make any payment under any guarantees of the Company that rank pari
      passu in all respects with or junior in interest to the Capital Securities
      Guarantee (other than (a) repurchases, redemptions or other acquisitions of
      shares of capital stock of the Company (I) in connection with any employment
      contract, benefit plan or other similar arrangement with or for the benefit
      of
      one or more employees, officers, directors or consultants, (II) in connection
      with a dividend reinvestment or stockholder stock purchase plan or (III) in
      connection with the issuance of capital stock of the Company (or securities
      convertible into or exercisable for such capital stock) as consideration in
      an
      acquisition transaction entered into prior to the occurrence of (i), (ii) or
      (iii) above, (b) as a result of any exchange or conversion of any class or
      series of the Company’s capital stock (or any capital stock of a subsidiary of
      the Company) for any class or series of the Company’s capital stock or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock, (c) the purchase of fractional interests in shares of
      the Company’s capital stock pursuant to the conversion or exchange provisions of
      such capital stock or the security being converted or exchanged, (d) any
      declaration of a dividend in connection with any stockholder’s rights plan, or
      the issuance of rights, stock or other property under any stockholder’s rights
      plan, or the redemption or repurchase of rights pursuant thereto or (e) any
      dividend in the form of stock, warrants, options or other rights where the
      dividend stock or the stock issuable upon exercise of such warrants, options
      or
      other rights is the same stock as that on which the dividend is being paid
      or
      ranks pari passu with or junior in interest to such
      stock).

     

    Section
      3.09.  Covenants
      as to the Trust.

     

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

     

    
      
        
        

      

      
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      ARTICLE
      IV                                

     

    


     

    LISTS
      AND
      REPORTS BY THE COMPANY AND THE TRUSTEE

     

    Section
      4.01.  Securityholders’
      Lists.

     

    The
      Company covenants and agrees that it will furnish or cause to be furnished
      to
      the Trustee:

     

    (a)           on
      each regular record date for an Interest Payment Date, a list, in such form
      as
      the Trustee may reasonably require, of the names and addresses of the
      Securityholders of the Debt Securities as of such record date; and

     

    (b)           at
      such other times as the Trustee may request in writing, within 30 days after
      the
      receipt by the Company of any such request, a list of similar form and content
      as of a date not more than 15 days prior to the time such list is
      furnished;

     

    except
      that no such lists need be furnished under this Section 4.01 so long as the
      Trustee is in possession thereof by reason of its acting as Debt Security
      registrar.

     

    Section
      4.02.  Preservation
      and Disclosure of Lists.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      4.03.  Financial
      and Other Information.

     

    (a)           The
      Company shall deliver to each holder of the Debt Securities and the Capital
      Securities (1) if the Company or any of its Subsidiaries is not then (x) subject
      to Section 13 or 15(d) of the Exchange Act or (y) exempt from reporting pursuant
      to Rule 12g3-2(b) thereunder, the information required by Rule 144A(d)(4) under
      the Securities Act, (2) if the Company is not then required to file Form FR
      Y-9C, the audited annual financial statements (or, if no audited financial
      statements are prepared, the unaudited financial statements) of the Company
      and
      any Subsidiaries within 90 days after the end of the fiscal year, and (3) within
      30 days after the end of the fiscal year of the Company, Form 1099 or such
      other
      annual U.S. federal income tax information statement required by the Code,
      containing such information with regard to the Debt Securities held by such
      holder as is required by the Code and the income tax regulations of the U.S.
      Treasury thereunder.

     

    (b)           If
      and so long as the holder of the Capital Securities is an entity that holds
      a
      pool of trust preferred securities, debt securities and/or similar securities
      or
      a trustee thereof, the Company will cause copies of its reports on Form FR
      Y-9C
      to be delivered to the holder promptly following their filing with the Federal
      Reserve.

     

    
      
        
        

      

      
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      ARTICLE
      V                                

     

    


     

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

     

    Section
      5.01.  Events
      of Default.

     

    The
      following events shall be “Events of Default” with respect to Debt
      Securities:

     

    (a)           the
      Company defaults in the payment of any interest upon any Debt Security when
      it
      becomes due and payable, and continuance of such default for a period of 30
      days; for the avoidance of doubt, an extension of any interest payment period
      by
      the Company in accordance with Section 2.11 of this Indenture shall not
      constitute a default under this clause 5.01(a); or

     

    (b)           the
      Company defaults in the payment of any interest upon any Debt Security,
      including any Additional Interest in respect thereof, following the nonpayment
      of any such interest for twenty (20) or more consecutive quarterly interest
      payment periods; or

     

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

     

    (d)           the
      Company defaults in the performance of, or breaches, any of its covenants or
      agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture (other than
      a
      covenant or agreement a default in whose performance or whose breach is
      elsewhere in this Section specifically dealt with), and continuance of such
      default or breach for a period of 90 days after there has been given, by
      registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the holders of not less than 25% in aggregate principal
      amount of the outstanding Debt Securities, a written notice specifying such
      default or breach and requiring it to be remedied and stating that such notice
      is a “Notice of Default” hereunder; or

     

    (e)           a
      court having jurisdiction in the premises shall enter a decree or order for
      relief in respect of the Company in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator
      (or
      other similar official) of the Company or for any substantial part of its
      property, or orders the winding-up or liquidation of its affairs and such decree
      or order shall remain unstayed and in effect for a period of 90 consecutive
      days; or

     

    
      
        
        

      

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

     

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

     

    If
      an
      Event of Default specified under clause (b) of this Section 5.01 occurs and
      is
      continuing with respect to the Debt Securities, then, in each and every such
      case, either the Trustee or the holders of not less than 25% in aggregate
      principal amount of the Debt Securities then outstanding hereunder, by notice
      in
      writing to the Company (and to the Trustee if given by Securityholders), may
      declare the entire principal of the Debt Securities and any premium and interest
      accrued, but unpaid, thereon to be due and payable immediately, and upon any
      such declaration the same shall become immediately due and
      payable.  If an Event of Default specified under clause (e) or (f) of
      this Section 5.01 occurs, then, in each and every such case, the entire
      principal amount of the Debt Securities and any premium and interest accrued,
      but unpaid, thereon shall ipso facto become immediately due and payable without
      further action.

     

    The
      foregoing provisions, however, are subject to the condition that if, at any
      time
      after the principal of the Debt Securities shall have become due by
      acceleration, and before any judgment or decree for the payment of the moneys
      due shall have been obtained or entered as hereinafter provided, (i) the
      Company shall pay or shall deposit with the Trustee a sum sufficient to pay
      all
      matured installments of interest upon all the Debt Securities and all payments
      on the Debt Securities which shall have become due otherwise than by
      acceleration (with interest upon all such payments and Deferred Interest, to
      the
      extent permitted by law) and such amount as shall be sufficient to cover
      reasonable compensation to the Trustee and each predecessor Trustee, their
      respective agents, attorneys and counsel, and all other amounts due to the
      Trustee pursuant to Section 6.06, if any, and (ii) all Events of
      Default under this Indenture, other than the non-payment of the payments on
      Debt
      Securities which shall have become due by acceleration, shall have been cured,
      waived or otherwise remedied as provided herein, then and in every such case
      the
      holders of a majority in aggregate principal amount of the Debt Securities
      then
      outstanding, by written notice to the Company and to the Trustee, may waive
      all
      defaults and rescind and annul such acceleration and its consequences, but
      no
      such waiver or rescission and annulment shall extend to or shall affect any
      subsequent default or shall impair any right consequent thereon.

     

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

     

    
      
        
        

      

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

     

    The
      Company covenants that upon the occurrence of an Event of Default pursuant
      to
      clause (b) of Section 5.01 and upon demand of the Trustee, the Company will
      pay
      to the Trustee, for the benefit of the holders of the Debt Securities, the
      whole
      amount that then shall have become due and payable on all Debt Securities,
      including Deferred Interest accrued on the Debt Securities; and, in addition
      thereto, such further amount as shall be sufficient to cover the costs and
      expenses of collection, including a reasonable compensation to the Trustee,
      its
      agents, attorneys and counsel, and any other amounts due to the Trustee under
      Section 6.06.  In case the Company shall fail forthwith to pay
      such amounts upon such demand, the Trustee, in its own name and as trustee
      of an
      express trust, shall be entitled and empowered to institute any actions or
      proceedings at law or in equity for the collection of the sums so due and
      unpaid, and may prosecute any such action or proceeding to judgment or final
      decree, and may enforce any such judgment or final decree against the Company
      or
      any other obligor on such Debt Securities and collect in the manner provided
      by
      law out of the property of the Company or any other obligor on such Debt
      Securities wherever situated the moneys adjudged or decreed to be
      payable.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      5.03.  Application
      of Moneys Collected by Trustee.

     

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

     

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

     

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

     

    Third:  To
      the payment of the amounts then due and unpaid upon Debt Securities, in respect
      of which or for the benefit of which money has been collected, ratably, without
      preference or priority of any kind, according to the amounts due on such Debt
      Securities; and

     

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

     

    Section
      5.04.  Proceedings
      by Securityholders.

     

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

     

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

     

    
      
        
        

      

      
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    Section
      5.05.  Proceedings
      by Trustee.

     

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

     

    Section
      5.06.  Remedies
      Cumulative and Continuing.

     

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

     

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

     

    The
      holders of a majority in aggregate principal amount of the Debt Securities
      affected (voting as one class) at the time outstanding shall have the right
      to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred on the
      Trustee with respect to such Debt Securities; provided, however,
      that (subject to the provisions of Section 6.01) the Trustee shall have the
      right to decline to follow any such direction if the Trustee shall determine
      that the action so directed would be unjustly prejudicial to the holders not
      taking part in such direction or if the Trustee being advised by counsel
      determines that the action or proceeding so directed may not lawfully be taken
      or if a Responsible Officer of the Trustee shall determine that the action
      or
      proceedings so directed would involve the Trustee in personal
      liability.  Prior to any declaration of acceleration, or ipso facto
      acceleration, of the maturity of the Debt Securities, the holders of a majority
      in aggregate principal amount of the Debt Securities at the time outstanding
      may
      on behalf of the holders of all of the Debt Securities waive (or modify any
      previously granted waiver of) any past Default or Event of Default and its
      consequences, except a default (a) in the payment of principal of, premium,
      if any, or interest on any of the Debt Securities, (b) in respect of
      covenants or provisions hereof which cannot be modified or amended without
      the
      consent of the holder of each Debt Security affected, or (c)  in respect of
      the covenants contained in Section 3.09; provided, however, that
      if the Debt Securities are held by the Trust or a trustee of the Trust, such
      waiver or modification to such waiver shall not be effective until the holders
      of a majority in liquidation preference of the Trust Securities of the Trust
      shall have consented to such waiver or modification to such waiver;
provided, further, that if the consent of the holder of each
      outstanding Debt Security is required, such waiver shall not be effective until
      each holder of the Trust Securities of the Trust shall have consented to such
      waiver.  Upon any such waiver, the Default or Event of Default covered
      thereby shall be deemed to be cured for all purposes of this Indenture and
      the
      Company, the Trustee and the holders of the Debt Securities shall be restored
      to
      their former positions and rights hereunder, respectively; but no such waiver
      shall extend to any subsequent or other Default or Event of Default or impair
      any right consequent thereon.  Whenever any Default or Event of
      Default hereunder shall have been waived as permitted by this Section 5.07,
      said
      Default or Event of Default shall for all purposes of the Debt Securities and
      this Indenture be deemed to have been cured and to be not
      continuing.

     

    
      
        
        

      

      
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    Section
      5.08.  Notice
      of Defaults.

     

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

     

    Section
      5.09.  Undertaking
      to Pay Costs.

     

    All
      parties to this Indenture agree, and each holder of any Debt Security by such
      holder’s acceptance thereof shall be deemed to have agreed, that any court may
      in its discretion require, in any suit for the enforcement of any right or
      remedy under this Indenture, or in any suit against the Trustee for any action
      taken or omitted by it as Trustee, the filing by any party litigant in such
      suit
      of an undertaking to pay the costs of such suit, and that such court may in
      its
      discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant;
      but
      the provisions of this Section 5.09 shall not apply to any suit instituted
      by
      the Trustee, to any suit instituted by any Securityholder, or group of
      Securityholders, holding in the aggregate more than 10% in principal amount
      of
      the Debt Securities outstanding, or to any suit instituted by any Securityholder
      for the enforcement of the payment of the principal of (or premium, if any)
      or
      interest on any Debt Security against the Company on or after the same shall
      have become due and payable.

     

    
      
        
        

      

      
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      ARTICLE
      VI                                

     

    


     

    CONCERNING
      THE TRUSTEE

     

    Section
      6.01.  Duties
      and Responsibilities of Trustee.

     

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

     

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

     

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

     

    (1)           the
      duties and obligations of the Trustee with respect to the Debt Securities shall
      be determined solely by the express provisions of this Indenture, and the
      Trustee shall not be liable except for the performance of such duties and
      obligations with respect to the Debt Securities as are specifically set forth
      in
      this Indenture, and no implied covenants or obligations shall be read into
      this
      Indenture against the Trustee; and

     

    (2)           in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions expressed therein, upon any certificates or opinions furnished to
      the
      Trustee and conforming to the requirements of this Indenture; but, in the case
      of any such certificates or opinions which by any provision hereof are
      specifically required to be furnished to the Trustee, the Trustee shall be
      under
      a duty to examine the same to determine whether or not they conform on their
      face to the requirements of this Indenture;

     

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

     

    (c)           the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith, in accordance with the direction of the
      Securityholders pursuant to Section 5.07, relating to the time, method and
      place
      of conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred upon the Trustee, under this Indenture;
      and

     

    (d)           the
      Trustee shall not be charged with knowledge of any Default or Event of Default
      with respect to the Debt Securities unless either (1) a Responsible Officer
      shall have actual knowledge of such Default or Event of Default or (2) written
      notice of such Default or Event of Default shall have been given to the Trustee
      by the Company or any other obligor on the Debt Securities or by any holder
      of
      the Debt Securities, except with respect to an Event of Default pursuant to
      Sections 5.01(a), 5.01(b) or 5.01(c) hereof (other than an Event of Default
      resulting from the default in the payment of Additional Interest or premium,
      if
      any, if the Trustee does not have actual knowledge or written notice that such
      payment is due and payable), of which the Trustee shall be deemed to have
      knowledge.

     

    None
      of
      the provisions contained in this Indenture shall require the Trustee to expend
      or risk its own funds or otherwise incur personal financial liability in the
      performance of any of its duties or in the exercise of any of its rights or
      powers.

     

    
      
        
        

      

      
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    Section
      6.02.  Reliance
      on Documents, Opinions, etc.

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

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

     

    (c)           the
      Trustee may consult with counsel of its selection and any advice or Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken, suffered or omitted by it hereunder in good faith and in
      accordance with such advice or Opinion of Counsel;

     

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

     

    (e)           the
      Trustee shall not be liable for any action taken or omitted by it in good faith
      and believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Indenture; nothing contained herein shall, however,
      relieve the Trustee of the obligation, upon the occurrence of an Event of
      Default with respect to the Debt Securities (that has not been cured or waived)
      to exercise with respect to the Debt Securities such of the rights and powers
      vested in it by this Indenture, and to use the same degree of care and skill
      in
      their exercise, as a prudent person would exercise or use under the
      circumstances in the conduct of such person’s own affairs;

     

    (f)           the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond, debenture, coupon or other
      paper or document, unless requested in writing to do so by the holders of not
      less than a majority in principal amount of the outstanding Debt Securities
      affected thereby; provided, however, that if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities likely
      to
      be incurred by it in the making of such investigation is, in the opinion of
      the
      Trustee, not reasonably assured to the Trustee by the security afforded to
      it by
      the terms of this Indenture, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to so proceeding;
      and

     

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

     

    
      
        
        

      

      
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    Section
      6.03.  No
      Responsibility for Recitals, etc.

     

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

     

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

     

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

     

    Section
      6.05.  Moneys
      to be Held in Trust.

     

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

     

    
      
        
        

      

      
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    Section
      6.06.  Compensation
      and Expenses of Trustee.

     

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

     

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

     

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

     

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

     

    Section
      6.07.  Officers’
      Certificate as Evidence.

     

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

     

    
      
        
        

      

      
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    Section
      6.08.  Eligibility
      of Trustee.

     

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

     

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

     

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

     

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

     

    Section
      6.09.  Resignation
      or Removal of Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (d)           Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section 6.09 shall become effective
      upon acceptance of appointment by the successor Trustee as provided in Section
      6.10.

     

    Section
      6.10.  Acceptance
      by Successor Trustee.

     

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

     

    If
      a
      successor Trustee is appointed, the Company, the retiring Trustee and
      the  successor Trustee shall execute and deliver an indenture
      supplemental hereto which shall contain such provisions as shall be deemed
      necessary or desirable to confirm that all the rights, powers, trusts and duties
      of the retiring Trustee with respect to the Debt Securities as to which the
      predecessor Trustee is not retiring shall continue to be vested in the
      predecessor Trustee, and shall add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the administration
      of the Trust hereunder by more than one Trustee, it being understood that
      nothing herein or in such supplemental indenture shall constitute such Trustees
      co-trustees of the same trust and that each such Trustee shall be Trustee of
      a
      trust or trusts hereunder separate and apart from any trust or trusts hereunder
      administered by any other such Trustee.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      6.11.  Succession
      by Merger, etc.

     

    Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      all or substantially all of the corporate trust business of the Trustee, shall
      be the successor of the Trustee hereunder without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto;
provided, that such Person shall be otherwise eligible and qualified
      under this Article.

     

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

     

    
      
        
        

      

      
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    Section
      6.12.  Authenticating
      Agents.

     

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

     

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

     

    Any
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Company.  The Trustee may at any
      time terminate the agency of any Authenticating Agent with respect to the Debt
      Securities by giving written notice of termination to such Authenticating Agent
      and to the Company.  Upon receiving such a notice of resignation or
      upon such a termination, or in case at any time any Authenticating Agent shall
      cease to be eligible under this Section 6.12, the Trustee may, and upon the
      request of the Company shall, promptly appoint a successor Authenticating Agent
      eligible under this Section 6.12, shall give written notice of such appointment
      to the Company and shall mail notice of such appointment to all holders of
      Debt
      Securities as the names and addresses of such holders appear on the Debt
      Security Register.  Any successor Authenticating Agent upon acceptance
      of its appointment hereunder shall become vested with all rights, powers, duties
      and responsibilities with respect to the Debt Securities of its predecessor
      hereunder, with like effect as if originally named as Authenticating Agent
      herein.

     

    The
      Company agrees to pay to any Authenticating Agent from time to time reasonable
      compensation for its services.  Any Authenticating Agent shall have no
      responsibility or liability for any action taken by it as such in accordance
      with the directions of the Trustee.

     

    
      
        
        

      

      
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      ARTICLE
      VII                                

     

    


     

    CONCERNING
      THE SECURITYHOLDERS

     

    Section
      7.01.  Action
      by Securityholders.

     

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

     

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

     

    
      
        
        

      

      
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    Section
      7.02.  Proof
      of Execution by Securityholders.

     

    Subject
      to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of
      any
      instrument by a Securityholder or such Securityholder’s agent or proxy shall be
      sufficient if made in accordance with such reasonable rules and regulations
      as
      may be prescribed by the Trustee or in such manner as shall be satisfactory
      to
      the Trustee.  The ownership of Debt Securities shall be proved by the
      Debt Security Register or by a certificate of the Debt Security
      registrar.  The Trustee may require such additional proof of any
      matter referred to in this Section as it shall deem necessary.

     

    The
      record of any Securityholders’ meeting shall be proved in the manner provided in
      Section 8.06.

     

    Section
      7.03.  Who
      Are Deemed Absolute Owners.

     

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

     

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

     

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

     

    Section
      7.05.  Revocation
      of Consents; Future Holders Bound.

     

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

     

    
      
        
        

      

      
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      ARTICLE
      VIII                                

     

    


     

    SECURITYHOLDERS’
      MEETINGS

     

    Section
      8.01.  Purposes
      of Meetings.

     

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

     

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

     

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

     

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

     

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

     

    Section
      8.02.  Call
      of Meetings by Trustee.

     

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

     

    
      
        
        

      

      
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    Section
      8.03.  Call
      of Meetings by Company or Securityholders.

     

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

     

    Section
      8.04.  Qualifications
      for Voting.

     

    To
      be
      entitled to vote at any meeting of Securityholders a Person shall be (a) a
      holder of one or more Debt Securities with respect to which the meeting is
      being
      held or (b) a Person appointed by an instrument in writing as proxy by a holder
      of one or more such Debt Securities.  The only Persons who shall be
      entitled to be present or to speak at any meeting of Securityholders shall
      be
      the Persons entitled to vote at such meeting and their counsel and any
      representatives of the Trustee and its counsel and any representatives of the
      Company and its counsel.

     

    Section
      8.05.  Regulations.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      8.06.  Voting.

     

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

     

    Any
      record so signed and verified shall be conclusive evidence of the matters
      therein stated.

     

    Section
      8.07.  Quorum;
      Actions.

     

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

     

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

     

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

     

    
      
        
        

      

      
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                              ARTICLE
      IX                                

     

    


     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01.  Supplemental
      Indentures without Consent of Securityholders.

     

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

     

    (a)           to
      evidence the succession of another corporation to the Company, or successive
      successions, and the assumption by the successor corporation of the covenants,
      agreements and obligations of the Company, pursuant to Article XI
      hereof;

     

    (b)           to
      add to the covenants of the Company such further covenants, restrictions or
      conditions for the protection of the holders of Debt Securities as the Board
      of
      Directors shall consider to be for the protection of the holders of such Debt
      Securities, and to make the occurrence, or the occurrence and continuance,
      of a
      Default in any of such additional covenants, restrictions or conditions a
      Default or an Event of Default permitting the enforcement of all or any of
      the
      several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional
      covenant, restriction or condition such supplemental indenture may provide
      for a
      particular period of grace after Default (which period may be shorter or longer
      than that allowed in the case of other Defaults) or may provide for an immediate
      enforcement upon such Default or may limit the remedies available to the Trustee
      upon such default;

     

    (c)           to
      cure any ambiguity or to correct or supplement any provision contained herein
      or
      in any supplemental indenture which may be defective or inconsistent with any
      other provision contained herein or in any supplemental indenture, or to make
      such other provisions in regard to matters or questions arising under this
      Indenture; provided, that any such action shall not materially adversely
      affect the interests of the holders of the Debt Securities;

     

    (d)           to
      add to, delete from, or revise the terms of Debt Securities, including, without
      limitation, any terms relating to the issuance, exchange, registration or
      transfer of Debt Securities, including to provide for transfer procedures and
      restrictions substantially similar to those applicable to the Capital
      Securities, as required by Section 2.05 (for purposes of assuring that no
      registration of Debt Securities is required under the Securities Act;
provided, that any such action shall not materially adversely affect the
      interests of the holders of the Debt Securities then outstanding (it being
      understood, for purposes of this proviso, that transfer restrictions on Debt
      Securities substantially similar to those applicable to Capital Securities
      shall
      not be deemed to materially adversely affect the holders of the Debt
      Securities);

     

    (e)           to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Debt Securities and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to provide for or facilitate
      the administration of the trusts hereunder by more than one Trustee, pursuant
      to
      the requirements of Section 6.10;

     

    (f)           to
      make any change (other than as elsewhere provided in this paragraph) that does
      not adversely affect the rights of any Securityholder in any material respect;
      or

     

    
      
        
        

      

      
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    (g)           to
      provide for the issuance of and establish the form and terms and conditions
      of
      the Debt Securities, to establish the form of any certifications required to
      be
      furnished pursuant to the terms of this Indenture or the Debt Securities, or
      to
      add to the rights of the holders of Debt Securities.

     

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

     

    Any
      supplemental indenture authorized by the provisions of this Section 9.01 may
      be
      executed by the Company and the Trustee without the consent of the holders
      of
      any of the Debt Securities at the time outstanding, notwithstanding any of
      the
      provisions of Section 9.02.

     

    Section
      9.02.  Supplemental
      Indentures with Consent of Securityholders.

     

    With
      the
      consent (evidenced as provided in Section 7.01) of the holders of not less
      than
      a majority in aggregate principal amount of the Debt Securities at the time
      outstanding affected by such supplemental indenture (voting as a class), the
      Company, when authorized by a Board Resolution, and the Trustee may from time
      to
      time and at any time enter into an indenture or indentures supplemental hereto
      (which shall conform to the provisions of the Trust Indenture Act, then in
      effect, applicable to indentures qualified thereunder) for the purpose of adding
      any provisions to or changing in any manner or eliminating any of the provisions
      of this Indenture or of any supplemental indenture or of modifying in any manner
      the rights of the holders of the Debt Securities; provided,
however, that no such supplemental indenture shall without such consent
      of the holders of each Debt Security then outstanding and affected thereby
      (i) extend the fixed maturity of any Debt Security, or reduce the principal
      amount thereof or any premium thereon, or reduce the rate or extend the time
      of
      payment of interest thereon, or reduce any amount payable on redemption thereof
      or make the principal thereof or any interest or premium thereon payable in
      any
      coin or currency other than that provided in the Debt Securities, or impair
      or
      affect the right of any Securityholder to institute suit for payment thereof
      or
      impair the right of repayment, if any, at the option of the holder, or
      (ii) reduce the aforesaid percentage of Debt Securities the holders of
      which are required to consent to any such supplemental indenture; and
provided, further, that if the Debt Securities are held by the
      Trust or a trustee of such trust, such supplemental indenture shall not be
      effective until the holders of a majority in liquidation preference of the
      Trust
      Securities shall have consented to such supplemental indenture; provided,
further, that if the consent of the Securityholder of each outstanding
      Debt Security is required, such supplemental indenture shall not be effective
      until each holder of the Trust Securities shall have consented to such
      supplemental indenture.

     

    Upon
      the
      request of the Company accompanied by a Board Resolution authorizing the
      execution of any such supplemental indenture, and upon the filing with the
      Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee
      shall join with the Company in the execution of such supplemental indenture
      unless such supplemental indenture affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise, in which case the Trustee may
      in
      its discretion, but shall not be obligated to, enter into such supplemental
      indenture.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Trustee shall transmit by mail,
      first class postage prepaid, a notice, prepared by the Company, setting forth
      in
      general terms the substance of such supplemental indenture, to the
      Securityholders as their names and addresses appear upon the Debt Security
      Register.  Any failure of the Trustee to mail such notice, or any
      defect therein, shall not, however, in any way impair or affect the validity
      of
      any such supplemental indenture.

     

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

     

    Section
      9.03.  Effect
      of Supplemental Indentures.

     

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

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    Section
      9.04.  Notation
      on Debt Securities.

     

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

     

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

     

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

     

                             
      ARTICLE
      X                                

     

    


     

    REDEMPTION
      OF SECURITIES

     

    Section
      10.01.  Optional
      Redemption.

     

    At
      any
      time the Company shall have the right, subject to the receipt by the Company
      of
      prior approval from the Federal Reserve, if then required under applicable
      capital guidelines or policies of the Federal Reserve, to redeem the Debt
      Securities, in whole or in part, on any January 1, April 1, July 1 and October
      1
      on or after October 1, 2012 (the “Redemption Date”), at the Redemption
      Price.

     

    Section
      10.02.  Special
      Event Redemption.

     

    If
      a
      Special Event shall occur and be continuing, the Company shall have the right,
      subject to the receipt by the Company of prior approval from the Federal Reserve
      if then required under applicable capital guidelines or policies of the Federal
      Reserve, to redeem the Debt Securities, in whole but not in part, at any time
      within 90 days following the occurrence of such Special Event (the “Special
      Redemption Date”), at the Special Redemption Price.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Section
      10.04.  Payment
      of Debt Securities Called for Redemption.

     

    If
      notice
      of redemption has been given as provided in Section 10.03, the Debt Securities
      or portions of Debt Securities with respect to which such notice has been given
      shall become due and payable on the Redemption Date or the Special Redemption
      Date (as the case may be) and at the place or places stated in such notice
      at
      the applicable redemption price, together with interest accrued to the date
      fixed for redemption, and on and after said Redemption Date or the Special
      Redemption Date (unless the Company shall default in the payment of such Debt
      Securities at the redemption price, together with interest accrued to said
      date)
      interest on the Debt Securities or portions of Debt Securities so called for
      redemption shall cease to accrue.  On presentation and surrender of
      such Debt Securities at a place of payment specified in said notice, such Debt
      Securities or the specified portions thereof shall be paid and redeemed by
      the
      Company at the applicable redemption price, together with interest accrued
      thereon to the Redemption Date or the Special Redemption Date (as the case
      may
      be).

     

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

     

    
      
        
        

      

      
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      ARTICLE
      XI                                

     

    


     

    CONSOLIDATION,
      MERGER, SALE, CONVEYANCE AND LEASE

     

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

     

    Nothing
      contained in this Indenture or in the Debt Securities shall prevent any
      consolidation or merger of the Company with or into any other corporation or
      corporations (whether or not affiliated with the Company) or successive
      consolidations or mergers in which the Company or its successor or successors
      shall be a party or parties, or shall prevent any sale, conveyance, transfer
      or
      other disposition of the property or capital stock of the Company or its
      successor or successors as an entirety, or substantially as an entirety, to
      any
      other corporation (whether or not affiliated with the Company, or its successor
      or successors) authorized to acquire and operate the same; provided,
however, that the Company hereby covenants and agrees that, upon any
      such
      consolidation, merger (where the Company is not the surviving corporation),
      sale, conveyance, transfer or other disposition, the due and punctual payment
      of
      all payments due on all of the Debt Securities in accordance with their terms,
      according to their tenor, and the due and punctual performance and observance
      of
      all the covenants and conditions of this Indenture to be kept or performed
      by
      the Company, shall be expressly assumed by supplemental indenture reasonably
      satisfactory in form to the Trustee executed and delivered to the Trustee by
      the
      entity formed by such consolidation, or into which the Company shall have been
      merged, or by the entity which shall have acquired such property or capital
      stock.

     

    Section
      11.02.  Successor
      Entity to be Substituted.

     

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

     

    
      
        
        

      

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

     

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

     

                              
      ARTICLE
      XII                                

     

    


     

    SATISFACTION
      AND DISCHARGE OF INDENTURE

     

    Section
      12.01.  Discharge
      of Indenture.

     

    When
      (a)
      the Company shall deliver to the Trustee for cancellation all Debt Securities
      theretofore authenticated (other than any Debt Securities which shall have
      been
      destroyed, lost or stolen and which shall have been replaced or paid as provided
      in Section 2.06) and not theretofore canceled, or (b) all the Debt Securities
      not theretofore canceled or delivered to the Trustee for cancellation shall
      have
      become due and payable, or are by their terms to become due and payable within
      one year or are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption, and the
      Company shall deposit with the Trustee, in trust, funds, which shall be
      immediately due and payable, sufficient to pay at maturity or upon redemption
      all of the Debt Securities (other than any Debt Securities which shall have
      been
      destroyed, lost or stolen and which shall have been replaced or paid as provided
      in Section 2.06) not theretofore canceled or delivered to the Trustee for
      cancellation, including principal and premium, if any, and interest due or
      to
      become due to such date of maturity or redemption date, as the case may be,
      but
      excluding, however, the amount of any moneys for the payment of principal of,
      and premium, if any, or interest on the Debt Securities (1) theretofore repaid
      to the Company in accordance with the provisions of Section 12.04, or (2) paid
      to any state or to the District of Columbia pursuant to its unclaimed property
      or similar laws, and if in the case of either clause (a) or clause (b) the
      Company shall also pay or cause to be paid all other sums payable hereunder
      by
      the Company, then this Indenture shall cease to be of further effect except
      for
      the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04
      hereof, which shall survive until such Debt Securities shall mature or are
      redeemed, as the case may be, and are paid.  Thereafter, Sections
      6.06, 6.09 and 12.04 shall survive, and the Trustee, on demand of the Company
      accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating
      that all conditions precedent herein provided for relating to the satisfaction
      and discharge of this Indenture have been complied with, and at the cost and
      expense of the Company, shall execute proper instruments acknowledging
      satisfaction of and discharging this Indenture, the Company, however, hereby
      agreeing to reimburse the Trustee for any costs or expenses thereafter
      reasonably and properly incurred by the Trustee in connection with this
      Indenture or the Debt Securities.

     

    
      
        
        

      

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

     

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

     

    Section
      12.03.  Paying
      Agent to Repay Moneys Held.

     

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

     

    Section
      12.04.  Return
      of Unclaimed Moneys.

     

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

     

                  
      ARTICLE
      XIII                                

     

    


     

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    Section
      13.01.  Indenture
      and Debt Securities Solely Corporate Obligations.

     

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

     

    
      
        
        

      

      
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      ARTICLE
      XIV                                           

     

    


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      14.01.  Successors.

     

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

     

    Section
      14.02.  Official
      Acts by Successor Entity.

     

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

     

    Section
      14.03.  Surrender
      of Company Powers.

     

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

     

    Section
      14.04.  Addresses
      for Notices, etc.

     

    Any
      notice or demand which by any provision of this Indenture is required or
      permitted to be given or served by the Trustee or by the Securityholders on
      the
      Company may be given or served in writing by being deposited postage prepaid
      by
      registered or certified mail in a post office letter box addressed (until
      another address is filed by the Company with the Trustee for such purpose)
      to
      the Company at:

     

    
      	
               

            	
              322
                East Main

            


    

    
      	
               

            	
              Bismarck,
                North Dakota 58501

            


    

    Attention:
      Annette Eckroth

     

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

     

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

    Attention:
      Corporate Capital Markets

     

    Section
      14.05.  Governing
      Law.

     

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

     

    
      
        
        

      

      
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    Section
      14.06.  Evidence
      of Compliance with Conditions Precedent.

     

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

     

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

     

    Section
      14.07.  Business
      Day Convention..

     

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

     

    Section
      14.08.  Table
      of Contents, Headings, etc.

     

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

     

    Section
      14.09.  Execution
      in Counterparts.

     

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

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    Section
      14.10.  Separability.

     

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

     

    Section
      14.11.  Assignment.

     

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

     

    Section
      14.12.  Acknowledgment
      of Rights.

     

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

     

                       
      ARTICLE
      XV                                

     

    


     

    SUBORDINATION
      OF DEBT SECURITIES

     

    Section
      15.01.  Agreement
      to Subordinate.

     

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

     

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

     

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

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    Section
      15.02.  Default
      on Senior Indebtedness.

     

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

     

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

     

    Section
      15.03.  Liquidation;
      Dissolution; Bankruptcy.

     

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

     

    In
      the
      event that, notwithstanding the foregoing, any payment or distribution of assets
      of the Company of any kind or character, whether in cash, property or
      securities, prohibited by the foregoing, shall be received by the Trustee or
      any
      Securityholder before all Senior Indebtedness of the Company is paid in full,
      or
      provision is made for such payment in money in accordance with its terms, such
      payment or distribution shall be held in trust for the benefit of and shall
      be
      paid over or delivered to the holders of such Senior Indebtedness or their
      representative or representatives, or to the trustee or trustees under any
      indenture pursuant to which any instruments evidencing such Senior Indebtedness
      may have been issued, as their respective interests may appear, as calculated
      by
      the Company, for application to the payment of all Senior Indebtedness of the
      Company remaining unpaid to the extent necessary to pay such Senior Indebtedness
      in full in money in accordance with its terms, after giving effect to any
      concurrent payment or distribution to or for the benefit of the holders of
      such
      Senior Indebtedness.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

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

     

    Section
      15.04.  Subrogation.

     

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

     

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

     

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

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    Section
      15.05.  Trustee
      to Effectuate Subordination.

     

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

     

    Section
      15.06.  Notice
      by the Company.

     

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

     

    The
      Trustee, subject to the provisions of Article VI of this Indenture, shall be
      entitled to conclusively rely on the delivery to it of a written notice by
      a
      Person representing himself or herself to be a holder of Senior Indebtedness
      of
      the Company (or a trustee or representative on behalf of such holder) to
      establish that such notice has been given by a holder of such Senior
      Indebtedness or a trustee or representative on behalf of any such holder or
      holders.  In the event that the Trustee determines in good faith that
      further evidence is required with respect to the right of any Person as a holder
      of such Senior Indebtedness to participate in any payment or distribution
      pursuant to this Article XV, the Trustee may request such Person to furnish
      evidence to the reasonable satisfaction of the Trustee as to the amount of
      such
      Senior Indebtedness held by such Person, the extent to which such Person is
      entitled to participate in such payment or distribution and any other facts
      pertinent to the rights of such Person under this Article XV, and, if such
      evidence is not furnished, the Trustee may defer any payment to such Person
      pending judicial determination as to the right of such Person to receive such
      payment.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    Section
      15.08.  Subordination
      May Not Be Impaired.

     

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

     

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

     

    Wilmington
      Trust Company, in its capacity as Trustee, hereby accepts the trusts in this
      Indenture declared and provided, upon the terms and conditions herein above
      set
      forth.

     


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


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

     

    
      	
               

            	
              BNCCORP,
                INC.

            


    

     

    
      	
               

            	
              By
                /s/ Gregory K.
                Cleveland                                        
                 

            	 	 


    

     

    
      	
               

            	
              Name:  Gregory
                K. Cleveland

            


    

     

    
      	
               

            	
              Title:  President
                and Chief Executive Officer

            


    

     

    
      	
               

            	
              WILMINGTON
                TRUST COMPANY, as Trustee

            


    

     

    
      	
               

            	
              By
                /s/ Geoffrey J.
                Lewis                                                 
                

            	 	 


    

     

    
      	
               

            	
              Name:
                Geoffrey J. Lewis

            


    

     

    
      	
               

            	
              Title:
                Financial Services Officer

            


    

     


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    FORM
      OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE
      2037

     

    [FORM
      OF FACE OF SECURITY]

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY
      ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
      ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
      (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
      OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
      THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
      (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
      ITS
      OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
      SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
      PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
      CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH
      THE
      INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.  THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY
      WITH
      THE FOREGOING RESTRICTIONS.

     

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

     

    THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN'S INVESTMENT
      IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
      HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
      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, 84-14, THE
      NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(B)(17) OF ERISA
      OR
      ANOTHER APPLICABLE EXEMPTION.

     

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

     

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

     

    THIS
      OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
      AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
      CORPORATION.  THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF
      DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY,
      IS
      INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
      AND IS NOT SECURED.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Floating
      Rate Junior Subordinated Debt Security due 2037

     

    of

     

    BNCCORP,
      INC.

     

    BNCCORP,
      Inc., a bank holding company incorporated in Delaware (the “Company”), for value
      received promises to pay to Wilmington Trust Company, not in its individual
      capacity but solely as Institutional Trustee for BNC Statutory Trust III, a
      Delaware statutory trust (the “Holder”), or registered assigns, the principal
      sum of FIFTEEN MILLION FOUR HUNDRED SIXTY-FOUR THOUSAND Dollars ($15,464,000)
      on
      October 1, 2037 and to pay interest on said principal sum from July 30,
      2007, or from the most recent interest payment date (each such date, an
“Interest Payment Date”) to which interest has been paid or duly provided for,
      quarterly (subject to deferral as set forth herein) in arrears on January 1,
      April 1, July 1 and October 1 of each year commencing October 1, 2007, at a
      variable per annum rate equal to LIBOR (as defined in the Indenture) plus 1.40%
      (the “Interest Rate”) until the principal hereof shall have become due and
      payable, and on any overdue principal and (without duplication and to the extent
      that payment of such interest is enforceable under applicable law) on any
      overdue installment of interest at an annual rate equal to the Interest Rate
      in
      effect for each such Extension Period compounded quarterly.  The
      amount of interest payable on any Interest Payment Date shall be computed on
      the
      basis of a 360-day year and the actual number of days elapsed in the relevant
      interest period.  Notwithstanding anything to the contrary contained
      herein, if any Interest Payment Date, other than the Maturity Date, any
      Redemption Date or the Special Redemption Date, falls on a day that is not
      a
      Business Day, then any interest payable will be paid on, and such Interest
      Payment Date will be moved to, the next succeeding Business Day, and additional
      interest will accrue for each day that such payment is delayed as a result
      thereof.  If the Maturity Date, any Redemption Date or the Special
      Redemption Date falls on a day that is not a Business Day, then the principal,
      premium, if any, and/or interest payable on such date will be paid on the next
      succeeding Business Day, and no additional interest will accrue in respect
      of
      such payment made on such next succeeding Business Day.  The interest
      installment so payable, and punctually paid or duly provided for, on any
      Interest Payment Date will, as provided in the Indenture, be paid to the Person
      in whose name this Debt Security (or one or more Predecessor Securities, as
      defined in said Indenture) is registered at the close of business on the regular
      record date for such interest installment, except that interest and any Deferred
      Interest payable on the Maturity Date shall be paid to the Person to whom
      principal is paid.  Any such interest installment not punctually paid
      or duly provided for shall forthwith cease to be payable to the registered
      holders on such regular record date and may be paid to the Person in whose
      name
      this Debt Security (or one or more Predecessor Debt Securities) is registered
      at
      the close of business on a special record date to be fixed by the Trustee for
      the payment of such defaulted interest, notice whereof shall be given to the
      registered holders of the Debt Securities not less than 10 days prior to such
      special record date, all as more fully provided in the Indenture.  The
      principal of and interest on this Debt Security shall be payable at the office
      or agency of the Trustee (or other paying agent appointed by the Company)
      maintained for that purpose in any coin or currency of the United States of
      America that at the time of payment is legal tender for payment of public and
      private debts; provided, however, that payment of interest may be
      made at the option of the Company by check mailed to the registered holder
      at
      such address as shall appear in the Debt Security Register or by wire transfer
      to an account appropriately designated by the holder
      hereof.  Notwithstanding the foregoing, so long as the holder of this
      Debt Security is the Institutional Trustee, the payment of the principal of
      and
      interest on this Debt Security will be made in immediately available funds
      at
      such place and to such account as may be designated by the Trustee.

     

    So
      long
      as no Event of Default pursuant to Sections 5.01(b), (e) or (f) of the Indenture
      has occurred and is continuing, the Company shall have the right, from time
      to
      time and without causing an Event of Default, to defer payments of interest
      on
      the Debt Securities by extending the interest payment period on the Debt
      Securities at any time and from time to time during the term of the Debt
      Securities, for up to 20 consecutive quarterly periods (each such extended
      interest payment period, an “Extension Period”), during which Extension Period
      no interest shall be due and payable (except any Additional Interest that may
      be
      due and payable).  During any Extension Period, interest will continue
      to accrue on the Debt Securities, and interest on such accrued interest (such
      accrued interest and interest thereon referred to herein as “Deferred Interest”)
      will accrue, at the Interest Rate, compounded quarterly from the date such
      Deferred Interest would have been payable were it not for the Extension Period,
      both to the extent permitted by law.  No Extension Period may end on a
      date other than an Interest Payment Date.  At the end of any such
      Extension Period the Company shall pay all Deferred Interest then accrued and
      unpaid on the Debt Securities; provided, however, that no
      Extension Period may extend beyond the Maturity Date, Redemption Date or Special
      Redemption Date and provided, further, however, during any
      such Extension Period, the Company may not (A) declare or pay any dividends
      or
      distributions on, or redeem, purchase, acquire, or make a liquidation payment
      with respect to, any of the Company’s capital stock, (B) make any payment on or
      repay, repurchase or redeem any debt securities of the Company that rank
pari passu in all respects with or junior in interest to the Debt
      Securities or (C) make any payment under any guarantees of the Company that
      rank
pari passu in all respects with or junior in interest to the Capital
      Securities Guarantee (other than (a) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company (I) in connection with
      any employment contract, benefit plan or other similar arrangement with or
      for
      the benefit of one or more employees, officers, directors or consultants, (II)
      in connection with a dividend reinvestment or stockholder stock purchase plan
      or
      (III) in connection with the issuance of capital stock of the Company (or
      securities convertible into or exercisable for such capital stock) as
      consideration in an acquisition transaction entered into prior to the occurrence
      of an event set forth in clause (i), (ii) or (iii) of Section 3.08 of the
      Indenture, (b) as a result of any exchange or conversion of any class or series
      of the Company’s capital stock (or any capital stock of a subsidiary of the
      Company) for any class or series of the Company’s capital stock or of any class
      or series of the Company’s indebtedness for any class or series of the Company’s
      capital stock, (c) the purchase of fractional interests in shares of the
      Company’s capital stock pursuant to the conversion or exchange provisions of
      such capital stock or the security being converted or exchanged, (d) any
      declaration of a dividend in connection with any stockholder’s rights plan, or
      the issuance of rights, stock or other property under any stockholder’s rights
      plan, or the redemption or repurchase of rights pursuant thereto or (e) any
      dividend in the form of stock, warrants, options or other rights where the
      dividend stock or the stock issuable upon exercise of such warrants, options
      or
      other rights is the same stock as that on which the dividend is being paid
      or
      ranks pari passu with or junior in interest to such
      stock).  Prior to the termination of any Extension Period, the Company
      may further extend such period, provided, that such period together with
      all such previous and further consecutive extensions thereof shall not exceed
      20
      consecutive quarterly periods, or extend beyond the Maturity
      Date.  Upon the termination of any Extension Period and upon the
      payment of all Deferred Interest, the Company may commence a new Extension
      Period, subject to the foregoing requirements. No interest or Deferred Interest
      shall be due and payable during an Extension Period, except at the end thereof,
      but interest shall accrue upon each installment of interest that would otherwise
      have been due and payable during such Extension Period until such installment
      is
      paid. The Company must give the Trustee notice of its election to begin such
      Extension Period at least one Business Day prior to the date such interest
      is
      payable, but in any event not later than the related regular record
      date.

     

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

     

    The
      Company waives demand, presentment for payment, notice of nonpayment, notice
      of
      protest, and any other notice in taking any action to collect amounts called
      for
      hereunder.

     

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

     

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

     

    This
      Debt
      Security may contain more than one counterpart of the signature page and this
      Debt Security may be executed and authenticated by the affixing of the signature
      of a proper officer of the Company, and the signature of the Trustee providing
      authentication, to any of such counterpart signature pages.  All of
      such counterpart signature pages shall be read as though one, and they shall
      have the same force and effect as though the Company had executed, and the
      Trustee had authenticated, a single signature page.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
               

            	
              BNCCORP,
                INC.

            


    

     

    
      	
               

            	
              By:

            	 	 


    

     

    
      	
               

            	
              Name:  Gregory
                K. Cleveland

            


    

     

    
      	
               

            	
              Title:  President
                and Chief Executive Officer

            


    

     

    Dated:  __________________,
      ________

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      certificate represents Debt Securities referred to in the within-mentioned
      Indenture.

     

    WILMINGTON
      TRUST COMPANY, not in its individual capacity but solely as the
      Trustee

     

    
      	
               

            	
              By:

            	 	 


    

     

    
      	
               

            	
              Authorized
                Officer

            


    

     

    Dated:
      __________________, ______

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF REVERSE OF SECURITY]

     

    This
      Debt
      Security is one of a duly authorized series of Debt Securities of the Company,
      all issued or to be issued pursuant to an Indenture (the “Indenture”), dated as
      of July 30, 2007, duly executed and delivered between the Company and Wilmington
      Trust Company, as Trustee (the “Trustee”), to which Indenture and all indentures
      supplemental thereto reference is hereby made for a description of the rights,
      limitations of rights, obligations, duties and immunities thereunder of the
      Trustee, the Company and the holders of the Debt Securities (referred to herein
      as the “Debt Securities”) of which this Debt Security is a part.  The
      summary of the terms of this Debt Security contained herein does not purport
      to
      be complete and is qualified by reference to the Indenture.

     

    Upon
      the
      occurrence and continuation of a Tax Event, an Investment Company Event or
      a
      Capital Treatment Event, this Debt Security may become due and payable, in
      whole
      but not in part, at any time, within 90 days following the occurrence of such
      Tax Event, Investment Company Event or Capital Treatment Event (the “Special
      Redemption Date”), as the case may be, at the Special Redemption
      Price.  The Company shall also have the right to redeem this Debt
      Security at the option of the Company, in whole or in part, on any January
      1,
      April 1, July 1 and October 1 on or after October 1, 2012 (a “Redemption Date”),
      at the Redemption Price.

     

    Any
      redemption pursuant to the preceding paragraph will be made, subject to the
      receipt by the Company of prior approval from the Board of Governors of the
      Federal Reserve System (the “Federal Reserve”) if then required under applicable
      capital guidelines or policies of the Federal Reserve, upon not less than 30
      days’ nor more than 60 days’ notice.  If the Debt Securities are only
      partially redeemed by the Company, the Debt Securities will be redeemed pro
      rata or by lot or by any other method utilized by the
      Trustee.

     

    “Redemption
      Price” means 100% of the principal amount of the Debt Securities being redeemed
      plus accrued and unpaid interest on such Debt Securities to the Redemption
      Date
      or, in the case of a redemption due to the occurrence of a Special Event, to
      the
      Special Redemption Date if such Special Redemption Date is on or after October
      1, 2012.

     

    “Special
      Redemption Price” means, with respect to the redemption of any Debt Security
      following a Special Event, an amount in cash equal to the percentage of the
      principal amount of the Debt Securities that is specified below for the Special
      Redemption Date plus unpaid interest accrued thereon to the Special Redemption
      Date:

     

    
      	
              Special
                Event Redemption During Period Beginning On

               

            	
              Percentage
                of Principal Amount

            
	
              July
                30, 2007

            	
              104.40

            
	
              October
                1, 2008

            	
              103.52

            
	
              October
                1, 2009

            	
              102.64

            
	
              October
                1, 2010

            	
              101.76

            
	
              October
                1, 2011

            	
              100.88

            
	
              October
                1, 2012

            	
              100.00

            


    

    


     

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

     

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

     

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

     

    No
      reference herein to the Indenture and no provision of this Debt Security or
      of
      the Indenture shall alter or impair the obligation of the Company, which is
      absolute and unconditional, to pay all payments due on this Debt Security at
      the
      time and place and at the rate and in the money herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations herein and therein
      set forth, this Debt Security is transferable by the registered holder hereof
      on
      the Debt Security Register of the Company, upon surrender of this Debt Security
      for registration of transfer at the office or agency of the Trustee in
      Wilmington, Delaware accompanied by a written instrument or instruments of
      transfer in form satisfactory to the Company or the Trustee duly executed by
      the
      registered holder hereof or such holder’s attorney duly authorized in writing,
      and thereupon one or more new Debt Securities of authorized denominations and
      for the same aggregate principal amount will be issued to the designated
      transferee or transferees.  No service charge will be made for any
      such registration of transfer, but the Company may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in relation
      thereto.

     

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

     

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

     

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

     

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

     

    THE
      LAW
      OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES,
      WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  EXHIBIT
            B      
    

      

    


    FORM
      OF
      CERTIFICATE

    OF
      OFFICER

    OF

    BNCCORP,
      INC.

    


    Pursuant
      to Section 3.05 of the
      Indenture between BNCCORP, INC., as issuer (the “Company”), and Wilmington Trust
      Company, as trustee, dated as of July 30, 2007 (as amended or supplemented
      from
      time to time, the “Indenture”), the undersigned certifies that he/she is a
      principal executive officer, principal financial officer or principal accounting
      officer of the Company and in the course of the performance by the undersigned
      of his/her duties as an officer of the Company, the undersigned would normally
      have knowledge of any default by the Company in the performance of any covenants
      contained in the Indenture, and the undersigned hereby further certifies that
      he/she has no knowledge of any such default for the year 20__ [,except as
      follows: specify each such default and the nature
      thereof].

    


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

    


    IN
      WITNESS WHEREOF, the undersigned has
      executed this Certificate as of ___________, 20__.

    


    
      	 	
              _______________________________

            	 
	 	
              Name:
                ______________________

              Title:  _______________________