trindentvii.htm


    
 

     

    HEARTLAND
      FINANCIAL USA, INC.

     

    as
      Issuer

     

    INDENTURE

     

    Dated
      as
      of June 26, 2007

     

    WILMINGTON
      TRUST COMPANY

     

    as
      Trustee

     

    FLOATING
      RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2037

     

    


     


    
      
              

                  
      
      

                  
      
      

                            NY1
            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

              	
                10

              
	 	
                Section
                  2.04

              	
                Execution
                  of Debt Securities

              	
                10

              
	 	
                Section
                  2.05

              	
                Exchange
                  and Registration of Transfer of Debt Securities

              	
                11

              
	 	
                Section
                  2.06

              	
                Mutilated,
                  Destroyed, Lost or Stolen Debt Securities

              	
                14

              
	 	
                Section
                  2.07

              	
                Temporary
                  Debt Securities

              	
                15

              
	 	
                Section
                  2.08

              	
                Payment
                  of Interest

              	
                15

              
	 	
                Section
                  2.09

              	
                Cancellation
                  of Debt Securities Paid, etc.

              	
                16

              
	 	
                Section
                  2.10

              	
                Computation
                  of Interest

              	
                17

              
	 	
                Section
                  2.11

              	
                Extension
                  of Interest Payment Period

              	
                18

              
	 	
                Section
                  2.12

              	
                CUSIP
                  Numbers

              	
                19

              
	 	
                Section
                  2.13

              	
                Global
                  Debentures

              	
                19

              
	 	 	 	 
	
                ARTICLE
                  III  PARTICULAR COVENANTS OF THE COMPANY

              	
                22

              
	 	 	 	 
	 	
                Section
                  3.01

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

              	
                 

                22

              
	 	
                Section
                  3.02

              	
                Offices
                  for Notices and Payments, etc.

              	
                23

              
	 	
                Section
                  3.03

              	
                Appointments
                  to Fill Vacancies in Trustee’s Office

              	
                23

              
	 	
                Section
                  3.04

              	
                Provision
                  as to Paying Agent

              	
                23

              
	 	
                Section
                  3.05

              	
                Certificate
                  to Trustee

              	
                24

              
	 	
                Section
                  3.06

              	
                Additional
                  Amounts

              	
                24

              
	 	
                Section
                  3.07

              	
                Compliance
                  with Consolidation Provisions

              	
                25

              
	 	
                Section
                  3.08

              	
                Limitation
                  on Dividends

              	
                25

              
	 	
                Section
                  3.09

              	
                Covenants
                  as to the Trust

              	
                26

              
	 	 	 	 
	
                ARTICLE
                  IV  LISTS

              	
                26

              
	 	 	 	 
	 	
                Section
                  4.01

              	
                Securityholders’
                  Lists

              	
                26

              
	 	
                Section
                  4.02

              	
                Preservation
                  and Disclosure of Lists

              	
                26

              
	 	
                Section
                  4.03

              	
                Financial
                  and Other Information

              	
                28

              
	 	 	 	 
	
                ARTICLE
                  V  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

              	
                29

              
	 	 	 	 
	 	
                Section
                  5.01

              	
                Events
                  of Default

              	
                29

              
	 	
                Section
                  5.02

              	
                Payment
                  of Debt Securities on Default; Suit Therefor

              	
                31

              
	 	
                Section
                  5.03

              	
                Application
                  of Moneys Collected by Trustee

              	
                32

              
	 	
                Section
                  5.04

              	
                Proceedings
                  by Securityholders

              	
                33

              
	 	
                Section
                  5.05

              	
                Proceedings
                  by Trustee

              	
                33

              
	 	
                Section
                  5.06

              	
                Remedies
                  Cumulative and Continuing

              	
                33

              
	 	
                Section
                  5.07

              	
                Direction
                  of Proceedings and Waiver of Defaults by Majority of
                  Securityholders

              	
                 

                34

              
	 	
                Section
                  5.08

              	
                Notice
                  of Defaults

              	
                34

              
	 	
                Section
                  5.09

              	
                Undertaking
                  to Pay Costs

              	
                35

              
	 	 	 	 
	
                ARTICLE
                  VI CONCERNING THE TRUSTEE

              	
                35

              
	 	 
	 	
                Section
                  6.01

              	
                Duties
                  and Responsibilities of Trustee

              	
                35

              
	 	
                Section
                  6.02

              	
                Reliance
                  on Documents, Opinions, etc.

              	
                36

              
	 	
                Section
                  6.03

              	
                No
                  Responsibility for Recitals, etc.

              	
                37

              
	 	
                Section
                  6.04

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

              	
                 

                38

              
	 	
                Section
                  6.05

              	
                Moneys
                  to be Held in Trust

              	
                38

              
	 	
                Section
                  6.06

              	
                Compensation
                  and Expenses of Trustee

              	
                38

              
	 	
                Section
                  6.07

              	
                Officers’
                  Certificate as Evidence

              	
                39

              
	 	
                Section
                  6.08

              	
                Eligibility
                  of Trustee

              	
                39

              
	 	
                Section
                  6.09

              	
                Resignation
                  or Removal of Trustee

              	
                40

              
	 	
                Section
                  6.10

              	
                Acceptance
                  of Successor Trustee

              	
                41

              
	 	
                Section
                  6.11

              	
                Succession
                  by Merger, etc.

              	
                42

              
	 	
                Section
                  6.12

              	
                Authenticating
                  Agents

              	
                42

              
	 	 	 	 
	
                ARTICLE
                  VII  CONCERNING THE SECURITYHOLDERS

              	
                43

              
	 	 	 	 
	 	
                Section
                  7.01

              	
                Action
                  by  Securityholders

              	
                43

              
	 	
                Section
                  7.02

              	
                Proof
                  of Execution by Securityholders

              	
                44

              
	 	
                Section
                  7.03

              	
                Who
                  Are Deemed Absolute Owners

              	
                44

              
	 	
                Section
                  7.04

              	
                Debt
                  Securities Owned by Company Deemed Not Outstanding

              	
                45

              
	 	
                Section
                  7.05

              	
                Revocation
                  of Consents; Future Holders Bound

              	
                45

              
	 	 	 	 
	
                ARTICLE
                  VIII  SECURITYHOLDERS’ MEETINGS

              	
                45

              
	 	 	 	 
	 	
                Section
                  8.01

              	
                Purposes
                  of Meetings

              	
                45

              
	 	
                Section
                  8.02

              	
                Call
                  of Meetings by Trustee

              	
                46

              
	 	
                Section
                  8.03

              	
                Call
                  of Meetings by Company or Securityholders

              	
                46

              
	 	
                Section
                  8.04

              	
                Qualifications
                  for Voting

              	
                46

              
	 	
                Section
                  8.05

              	
                Regulations

              	
                46

              
	 	
                Section
                  8.06

              	
                Voting

              	
                47

              
	 	
                Section
                  8.07

              	
                Quorum;
                  Actions

              	
                48

              
	 	 	 	 
	
                ARTICLE
                  IX  SUPPLEMENTAL INDENTURES

              	
                48

              
	 	 	 	 
	 	
                Section
                  9.01

              	
                Supplemental
                  Indentures without Consent of Securityholders

              	
                48

              
	 	
                Section
                  9.02

              	
                Supplemental
                  Indentures with Consent of Securityholders

              	
                50

              
	 	
                Section
                  9.03

              	
                Effect
                  of Supplemental Indentures

              	
                51

              
	 	
                Section
                  9.04

              	
                Notation
                  on Debt Securities

              	
                51

              
	 	
                Section
                  9.05

              	
                Evidence
                  of Compliance of Supplemental Indenture to be Furnished to
                  Trustee

              	
                51

              
	 	 	 	 
	
                ARTICLE
                  X  REDEMPTION OF SECURITIES

              	
                52

              
	 	 	 	 
	 	
                Section
                  10.01

              	
                Optional
                  Redemption

              	
                52

              
	 	
                Section
                  10.02

              	
                Special
                  Event Redemption

              	
                52

              
	 	
                Section
                  10.03

              	
                Notice
                  of Redemption; Selection of Debt Securities

              	
                52

              
	 	
                Section
                  10.04

              	
                Payment
                  of Debt Securities Called for Redemption

              	
                53

              
	 	 	 	 
	
                ARTICLE
                  XI  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND
                  LEASE

              	
                53

              
	 	 	 	 
	 	
                Section
                  11.01

              	
                Company
                  May Consolidate, etc., on Certain Terms

              	
                53

              
	 	
                Section
                  11.02

              	
                Successor
                  Entity to be Substituted

              	
                54

              
	 	
                Section
                  11.03

              	
                Opinion
                  of Counsel to be Given to Trustee

              	
                55

              
	 	 	 	 
	
                ARTICLE
                  XII  SATISFACTION AND DISCHARGE OF INDENTURE

              	
                55

              
	 	 	 	 
	 	
                Section
                  12.01

              	
                Discharge
                  of Indenture

              	
                55

              
	 	
                Section
                  12.02

              	
                Deposited
                  Moneys to be Held in Trust by Trustee

              	
                56

              
	 	
                Section
                  12.03

              	
                Paying
                  Agent to Repay Moneys Held

              	
                56

              
	 	
                Section
                  12.04

              	
                Return
                  of Unclaimed Moneys

              	
                56

              
	 	 	 	 
	
                ARTICLE
                  XIII  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                  AND

                                           DIRECTORS

              	
                 

                56

              
	 	 	 	 
	 	
                Section
                  13.01

              	
                Indenture
                  and Debentures Solely Corporate Obligations

              	
                56

              
	 	 	 	 
	
                ARTICLE
                  XIV  MISCELLANEOUS PROVISIONS

              	
                57

              
	 	 	 	 
	 	
                Section
                  14.01

              	
                Successors

              	
                57

              
	 	
                Section
                  14.02

              	
                Official
                  Acts by Successor Entity

              	
                57

              
	 	
                Section
                  14.03

              	
                Surrender
                  of Company Powers

              	
                57

              
	 	
                Section
                  14.04

              	
                Addresses
                  for Notices etc.

              	
                57

              
	 	
                Section
                  14.05

              	
                Governing
                  Law

              	
                57

              
	 	
                Section
                  14.06

              	
                Evidence
                  of Compliance with Conditions Precedent

              	
                57

              
	 	
                Section
                  14.07

              	
                Business
                  Day Convention

              	
                58

              
	 	
                Section
                  14.08

              	
                Table
                  of Contents, Headings, etc.

              	
                58

              
	 	
                Section
                  14.09

              	
                Execution
                  in Counterparts

              	
                58

              
	 	
                Section.14.10

              	
                Separability

              	
                58

              
	 	
                Section
                  14.11

              	
                Assignment

              	
                59

              
	 	
                Section
                  14.12

              	
                Acknowledgment
                  of Rights

              	
                59

              
	 	 	 	 
	
                ARTICLE
                  XV  SUBORDINATION OF DEBT SECURITIES

              	
                59

              
	 	 	 	 
	 	
                Section
                  15.01

              	
                Agreement
                  to Subordinate

              	
                59

              
	 	
                Section
                  15.02

              	
                Default
                  on Senior Indebtedness

              	
                60

              
	 	
                Section
                  15.03

              	
                Liquidation;
                  Dissolution; Bankruptcy

              	
                60

              
	 	
                Section
                  15.04

              	
                Subrogation

              	
                61

              
	 	
                Section
                  15.05

              	
                Trustee
                  to Effectuate Subordination

              	
                62

              
	 	
                Section
                  15.06

              	
                Notice
                  by the Company

              	
                62

              
	 	
                Section
                  15.07

              	
                Rights
                  of the Trustee; Holders of Senior Indebtedness

              	
                63

              
	 	
                Section
                  15.08

              	
                Subordination
                  May Not Be Impaired.

              	
                63

              
	 	 	 	 
	
                EXHIBTS

              
	 	
                EXHIBIT
                  A

              	
                Form
                  of Debt Security

              	 
	 	
                EXHIBIT
                  B

              	
                Form
                  of Certificate of Officer of the Company

              	 
	 	 	 	 


      



    EXHIBITS

    EXHIBIT
      A                                Form
      of Debt Security

    EXHIBIT
      B                                Form
      of Certificate of Officer of the Company

    



    
      
              

                            
                          
      

                  
      
      

                            NY1
            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      INDENTURE, dated as of June 26, 2007, between Heartland Financial USA, Inc.,
      a
      bank holding company incorporated in the State of 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
      Amounts” has the meaning set forth in Section 3.06.

     

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

     

    “Administrative
      Action” has the meaning specified within the definition of “Tax Event” in this
      Section 1.01.

     

    “Applicable
      Depositary Procedures” means, with respect to any transfer or transaction
      involving a Book-Entry Capital Security or a Debt Security represented by a
      Global Debenture, the rules and procedures of the Depositary for such Book-Entry
      Capital Security or Debt Security represented by a Global Debenture, in each
      case to the extent applicable to such transaction and as in effect from time
      to
      time.

     

    “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.

     

    “Book-Entry
      Capital Security” means a Capital Security the ownership and transfers of which
      shall be reflected and made, as applicable, through book entries by the
      Depositary.

     

    “Business
      Day” means any day other than a Saturday, Sunday or any other day on which
      banking institutions in Wilmington, Delaware, The City of New York or Dubuque,
      Iowa are permitted or required by 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 “MMCapSSM”
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, if the Company is organized and existing under the laws
      of the United States or any state thereof or the District of Columbia, the
      receipt by the Company and the Trust of an Opinion of Counsel experienced in
      such matters to the effect that, as a result of 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 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
      inability of the Company to treat all or any portion of the aggregate
      Liquidation Amount of the Capital Securities as “Tier 1 Capital” shall not
      constitute the basis for a Capital Treatment Event if such inability results
      from the Company having preferred stock, minority interests in consolidated
      subsidiaries and any other class of security or interest which the Federal
      Reserve (or any successor regulatory authority with jurisdiction over bank
      holding companies) may now or hereafter accord “Tier 1 Capital” treatment that,
      in the aggregate, exceed the amount which may now or hereafter qualify for
      treatment as “Tier 1 Capital” under applicable capital adequacy guidelines of
      the Federal Reserve (or any successor regulatory authority with jurisdiction
      over bank holding companies); provided, further, however,
      that the distribution of the Debt Securities in connection with the liquidation
      of the Trust by the Company shall not in and of itself constitute a Capital
      Treatment Event unless such liquidation shall have occurred in connection with
      a
      Tax Event or an Investment Company Event.  For the avoidance of doubt,
      the inability of the Company to treat all or any portion of the aggregate
      Liquidation Amount of the Capital Securities as “Tier 1 Capital” as a result of
      the changes effected by the final rule adopted by the Federal Reserve on March
      1, 2005 shall not constitute the basis for a Capital Treatment
      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.

     

    “Company”
      means Heartland Financial USA, Inc., a bank holding company incorporated in
      the
      State of 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
      June 26, 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.

     

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

     

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

     

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

     

    “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.

     

    “Global
      Debenture” means a global certificate that evidences all or part of the Debt
      Securities the ownership and transfers of which shall be reflected and made,
      as
      applicable, through book entries by the Depositary and the Depositary
      Participants.

     

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

     

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

     

    “Interest
      Payment Date” means March 1, June 1, September 1 and December 1 of each year,
      commencing on September 1, 2007, subject to Section 14.07.

     

    “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 (or, in the case of the first Interest Period, 5.36%), plus 1.48%;
provided, however, that the Interest Rate for any Interest Period
      may not exceed the highest rate permitted by New York law, as the same may
      be
      modified by United States law of general application.

     

    “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.

     

    “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)(i).

     

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

     

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

     

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

     

    “Major
      Depository Institution Subsidiary” means any subsidiary of the Company that (i)
      is a depository institution and (ii) meets the definition of “significant
      subsidiary” within the meaning of Rule 405 under the Securities
      Act.

     

    “Maturity
      Date” means September 1, 2037, subject to Section 14.07.

     

    “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

     

    (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.

     

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

     

    “Optional
      Redemption Price” means an amount in cash equal to 100% of the principal amount
      of the Debt Securities being redeemed plus unpaid interest accrued on such
      Debt
      Securities to the related Optional Redemption Date.

     

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

     

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

     

    “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, DE 19890-0001.

     

    “Reference
      Banks” has the meaning set forth in Section 2.10(b)(ii).

     

    “Resale
      Restriction Termination Date” means, with respect to any Debt Security, the date
      which is the later of (i) two years (or such shorter period of time as permitted
      by Rule 144(k) under the Securities Act) after the later of (y) the date of
      original issuance of such Debt Security and (z) the last date on which the
      Company or any Affiliate (as defined in Rule 405 under the Securities Act)
      of
      the Company was the holder of such Debt Security (or any predecessor thereto)
      and (ii) such later date, if any, as may be required by any subsequent change
      in
      applicable law.

     

    “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.

     

    “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, as well as 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 and other accrued liabilities 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 the obligations of the type referred to in clauses (i)
      through (vi) above were 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 not superior or are pari passu 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.

     

    “Special
      Redemption Price” means, with respect to the redemption of any Debt Security
      following a Special Event, an amount in cash equal to 103.40% of the principal
      amount of Debt Securities to be redeemed prior to September 1, 2008 and
      thereafter equal to the percentage of the principal amount of the Debt
      Securities that is specified below for the Special Redemption Date plus, in
      each
      case, unpaid interest accrued thereon to the Special Redemption
      Date:

     

    
      	
              Special
                Redemption During the 12-Month

              Period
                Beginning September 1,

            	
               

              Percentage
                of Principal Amount

            
	
               2008

            	
              102.72%

            
	
               2009

            	
              102.04%

            
	
               2010

            	
              101.36%

            
	
               2011

            	
              100.68%

            
	
              2012
                and thereafter

            	
              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 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 one or more of its Subsidiaries
      or
      by such Person and one or more of its Subsidiaries, and (iii) any limited
      partnership of which such Person or any of its Subsidiaries is a general
      partner.  For the purposes of this definition, “voting stock” means
      shares, interests, participations or other equivalents in the equity interest
      (however designated) in such Person having ordinary voting power for the
      election of a majority of the directors (or the equivalent) of such Person,
      other than shares, interests, participations or other equivalents having such
      power only by reason of the occurrence of a contingency.

     

    “Tax
      Event” means the receipt by the Company and the Trust of an Opinion of Counsel
      experienced in such matters to the effect that, as a result of any amendment
      to
      or change (including any announced prospective change) in the laws or any
      regulations thereunder of the United States or any political subdivision or
      taxing authority thereof or therein, or as a result of any official
      administrative pronouncement (including any private letter ruling, technical
      advice memorandum, 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) if the Company is organized and existing under the
      laws of the United States or any state thereof or the District of Columbia,
      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 Heartland Financial Statutory Trust VII, the Delaware statutory trust,
      or
      any other similar trust created for the purpose of issuing Capital Securities
      in
      connection with the issuance of Debt Securities under this Indenture, of which
      the Company is the sponsor.

     

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

     

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

     

    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 $20,619,000 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 officers with appropriate delegated
      authority of the Company as the case may be.

     

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

     

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

     

    Section
      2.04  Execution
      of Debt Securities.

     

    The
      Debt
      Securities shall be signed in the name and on behalf of the Company by the
      manual or facsimile signature of its Chairman of the Board of Directors, Vice
      Chairman, President or Chief Financial Officer or one of its Executive Vice
      Presidents, Senior Vice Presidents or Vice Presidents, under its corporate
      seal
      (if legally required) which may be affixed thereto or printed, engraved or
      otherwise reproduced thereon, by facsimile or otherwise, and which need not
      be
      attested.  Only such Debt Securities as shall bear thereon a
      certificate of authentication substantially in the form herein before recited,
      executed by the Trustee or the Authenticating Agent by the manual or facsimile
      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.

     

    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 other than exchanges pursuant to Section 2.07,
      Section 9.04 or Section 10.04 not involving any transfer.

     

    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 prior to the Resale
      Restriction Termination Date except in compliance with the 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 OR
      ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF,
      AS
      THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
      OR
      ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF
      (i)
      TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER
      THE
      SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF
      AND
      (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE
      405
      UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR
      SUCH
      INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER
      DATE,
      IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, 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), (7) OR (8) OF
      RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
      INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
      ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
      OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
      SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
      OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES
      ACTOR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
      PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE
      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 OR ANY
      INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE
      CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.

     

    THE
      HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
      ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, 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 OR PARTICIPATION HEREIN, UNLESS SUCH
      PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
      90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
      THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
      406
      OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
      HOLDING.  ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR
      PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
      HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN
      EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
      TO
      WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
      ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
      USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
      OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
      UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
      APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     

    IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
      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 MINIMUM DENOMINATIONS
      OF
      $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF.  ANY ATTEMPTED
      TRANSFER OF THIS SECURITY IN DENOMINATIONS 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 OR ANY INTEREST OR
      PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
      OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH
      PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
      SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

     

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

     

    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 (i) in the
      case
      of the initial Interest Period, for the period from, and including, the date
      of
      original issuance of such Debt Security to, but excluding, the initial Interest
      Payment Date and (ii) thereafter, for the period from, and including, the first
      day following the end of the preceding Interest Period to, but excluding, the
      applicable Interest Payment Date or, in the case of the last Interest Period,
      the related Optional 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 and on the
      Maturity Date, any Optional Redemption Date or the Special Redemption 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 by the
      Company, 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,
      any
      Optional Redemption Date or the Special Redemption Date, as the case may be,
      other than any Interest Payment Date shall be paid to the Person to whom
      principal is paid.  In case (i) the Maturity Date of any Debt
      Security or (ii) any Debt Security or portion thereof is called for
      redemption and the related Optional Redemption Date or the Special Redemption
      Date, as the case may be, is subsequent to the 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.

     

    Any
      interest on any Debt Security, other than Deferred Interest, that is payable,
      but is not punctually paid or duly provided for by the Company, on any Interest
      Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
      payable to the holder on the relevant regular record date by virtue of having
      been such holder, and such Defaulted Interest shall be paid by the Company
      to
      the Persons in whose names such Debt Securities (or their respective Predecessor
      Securities) are registered at the close of business on a special record date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner:  the Company shall notify the Trustee in writing of the amount
      of Defaulted Interest proposed to be paid on each such Debt Security and the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements reasonably
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as provided in this
      paragraph.  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 day 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.

     

    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.

     

    (b)  LIBOR
      shall be determined by the Calculation Agent for each Interest Period (other
      than the first Interest Period, in which case LIBOR will be 5.36% per annum)
      in
      accordance with the following provisions:

     

    (i)  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 the Interest Payment Date that commences
      such Interest Period (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 Telerate (as defined in the
      International Swaps and Derivatives Association, Inc. 2000 Interest Rate and
      Currency Exchange Definitions) page 3750 or such other page as may replace
      such
      page 3750, 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 (“Telerate Page 3750”).  “LIBOR Business Day” means any day
      that is not a Saturday, Sunday or other day on which commercial banking
      institutions in The City of New York or Wilmington, Delaware are authorized
      or
      obligated by law or executive order to be closed.  If such rate is
      superseded on Telerate Page 3750 by a corrected rate before 12:00 noon (London
      time) on such LIBOR Determination Date, the corrected rate as so substituted
      will be LIBOR for such LIBOR Determination Date.

     

    (ii)  If,
      on
      such LIBOR Determination Date, such rate does not appear on Telerate Page 3750,
      the Calculation Agent shall determine the arithmetic mean of the offered
      quotations of the Reference Banks 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 such LIBOR Determination Date made
      by
      the Calculation Agent to the Reference Banks.  If, on such LIBOR
      Determination Date, at least two of the Reference Banks provide such quotations,
      LIBOR shall equal the arithmetic mean of such quotations.  If, on such
      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 such 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.

     

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

     

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

     

    (d)  On
      each
      LIBOR Determination Date, the Calculation Agent shall notify, in writing, the
      Company and the Paying Agent of the applicable Interest Rate that applies to
      the
      related Interest Period.  The Calculation Agent shall, upon the
      request of a holder of any Debt Securities, inform such holder of the Interest
      Rate that applies to the related Interest Period.  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
      applicable 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.

     

    Section
      2.11  Extension
      of Interest Payment Period.

     

    So
      long
      as no Event of Default pursuant to Sections 5.01(b), (e), (f), (g), (h) or
      (i)
      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 20 consecutive quarterly periods (each such
      extended interest payment period, together with all previous and further
      consecutive extensions thereof, is referred to herein as an “Extension
      Period”).  No Extension Period may end on a date other than an
      Interest Payment Date or extend beyond the Maturity Date, any Optional
      Redemption Date or the Special Redemption Date, as the case may
      be.  During any Extension Period, interest will continue to accrue on
      the Debt Securities, and interest on such accrued interest (such accrued
      interest and interest thereon referred to herein as “Deferred Interest”) will
      accrue at an annual rate equal to the Interest Rate applicable during such
      Extension Period, compounded quarterly from the date such Deferred Interest
      would have been payable were it not for the Extension Period, to the extent
      permitted by applicable law.  No interest or Deferred Interest (except
      any Additional Amounts 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 Extension Period, the Company shall pay all Deferred Interest then accrued
      and unpaid on the Debt Securities; provided, however, that during
      any Extension Period, the Company shall be subject to the restrictions set
      forth
      in Section 3.08.  Prior to the termination of any Extension Period,
      the Company may further extend such Extension Period, provided, that no
      Extension Period (including all previous and further consecutive extensions
      that
      are part of such Extension Period) shall exceed 20 consecutive quarterly
      periods.  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 or extend an Extension Period no
      later than the close of business on the fifteenth Business Day prior to the
      applicable Interest Payment Date.  The Trustee shall give notice of
      the Company’s election to begin or extend an Extension Period to the
      Securityholders, promptly after receipt of notice from the Company of its
      election to begin or extend an Extension Period.

    


    Section
      2.12  CUSIP
      Numbers.

     

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

     

    Section
      2.13  Global
      Debentures.

     

    (a)  Upon
      the
      election of an owner of beneficial interests in outstanding Debt Securities,
      the
      Debt Securities owned by such beneficial owner shall be issued in the form
      of
      one or more Global Debentures.  Each Global Debenture issued under
      this Indenture shall be registered in the name of the Depositary designated
      by
      the Company for such Global Debenture or a nominee of such Depositary and
      delivered to such Depositary or a nominee thereof or custodian therefor, and
      each such Global Debenture shall constitute a single Debt Security for all
      purposes of this Indenture.

     

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

     

    (c)  If
      any
      Global Debenture is to be exchanged for Debt Securities in certificated form
      or
      canceled in part, or if a Debt Security in certificated form is to be exchanged
      in whole or in part for a beneficial interest in any Global Debenture, then
      either (i) such Global Debenture shall be so surrendered for exchange or
      cancellation as provided herein or (ii) the principal amount thereof shall
      be
      reduced or increased, subject to Section 2.03, by an amount equal to the portion
      thereof to be so exchanged or canceled, or equal to the principal amount of
      such
      Debt Security to be so exchanged for a beneficial interest therein, as the
      case
      may be, by means of an appropriate adjustment made on the records of the Debt
      Security registrar, whereupon the Trustee, in accordance with the Applicable
      Depositary Procedures, shall instruct the Depositary or its authorized
      representative to make a corresponding adjustment to its
      records.  Upon any such surrender or adjustment of a Global Debenture
      by the Depositary, accompanied by registration instructions, the Company shall
      execute and the Trustee shall authenticate and deliver Debt Securities issuable
      in exchange for such Global Debenture (or any portion thereof) in accordance
      with the instructions of the Depositary.  The Trustee may conclusively
      rely on, and shall be fully protected in relying on, such
      instructions.

     

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

     

    (e)  Debt
      Securities distributed to holders of Book-Entry Capital Securities (as defined
      in the Declaration) upon the dissolution of the Trust shall be distributed
      in
      the form of one or more Global Debentures registered in the name of the
      Depositary or its nominee, and deposited with the Debt Securities registrar,
      as
      custodian for such Depositary, or with such Depositary, for credit by the
      Depositary to the owners of beneficial interests in such Book-Entry Capital
      Securities.  Debt Securities distributed to holders of Capital
      Securities in certificated form upon the dissolution of the Trust shall be
      issued in certificated form.

     

    (f)  The
      Depositary or its nominee, as the registered owner of a Global Debenture, shall
      be the holder of such Global Debenture for all purposes under this Indenture
      and
      the Debt Securities, and owners of beneficial interests in a Global Debenture
      shall hold such interests pursuant to the Applicable Depositary
      Procedures.  Accordingly, any such owner’s beneficial interest in a
      Global Debenture shall be shown only on, and the transfer of such interest
      shall
      be effected only through, records maintained by the Depositary or its nominee
      or
      its Depositary Participants.  The Debt Securities registrar and the
      Trustee shall be entitled to deal with the Depositary for all purposes of this
      Indenture relating to a Global Debenture as the sole holder of the Debt Security
      and shall have no obligation to any beneficial owner of a Global
      Debenture.  Neither the Trustee nor the Debt Securities registrar
      shall have any liability in respect of any transfers affected by the Depositary
      or its Depositary Participants.

     

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

     

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

     

    (i)  Global
      Debentures shall bear the following legend on the face thereof:

     

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

     

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

     

    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 in respect of the Debt Securities at the place, at the
      respective times and in the manner provided in this Indenture and the Debt
      Securities.  Payment of the principal of and premium, if any, and
      interest on the Debt Securities due on the Maturity Date, any Optional
      Redemption Date or the Special Redemption Date, as the case may be, will be
      made
      by the Company in immediately available funds against presentation and surrender
      of such Debt Securities.  At the option of the Company, each
      installment of interest on the Debt Securities due on an Interest Payment Date
      other than the Maturity Date, any Optional Redemption Date or the Special
      Redemption Date, as the case may be, 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 of
      immediately available funds to any account with a banking institution located
      in
      the United States designated by such holders to the Paying Agent no later than
      the related record date.  Notwithstanding anything to the contrary
      contained in this Indenture or any Debt Security, if the Trust or the trustee
      of
      the Trust is the holder of any Debt Security, then all payments in respect
      of
      such Debt Security shall be made by the Company in immediately available funds
      when due.

     

    (b)  The
      Company will treat the Debt Securities as indebtedness, and the interest payable
      in respect of such Debt Securities (including any Additional Amounts) 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 provided, that (i) any beneficial owner thereof that is a “United States
      person” within the meaning of Section 7701(a)(30) of the Code (A) has provided
      an Internal Revenue Service Form W-9 (or any substitute or successor form)
      in
      the manner required establishing its status as a “United States person” for U.S.
      federal income tax purposes, and (B) the Internal Revenue Service has neither
      notified the Issuer that the taxpayer identification number furnished by such
      beneficial owner is incorrect nor notified the Issuer that there is
      underreporting by such beneficial owner, and (ii) any beneficial owner thereof
      that is not a “United States person” within the meaning of Section 7701(a)(30)
      of the Code has provided an Internal Revenue Service Form W-8 BEN, Internal
      Revenue Service Form W-8ECI, or Internal Revenue Service Form W-8EXP, as
      applicable (or any substitute or successor form) in the manner required
      establishing its non-U.S. status for U.S. federal income tax
      purposes.

     

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

     

    (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 Dubuque, Iowa 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 Dubuque, Iowa, or shall fail
      to
      give such notice of the location or of any change in the location thereof,
      presentations and demands may be made and notices may be served at the Principal
      Office of the Trustee.

     

    In
      addition to any such office or agency, the Company may from time to time
      designate one or more offices or agencies outside Wilmington, Delaware or
      Dubuque, Iowa 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
      Dubuque, Iowa 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,

     

    (i)  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;

     

    (ii)  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

     

    (iii)  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
      make such payments so becoming due and will notify the Trustee in writing of
      any
      failure to take such action and of any failure by the Company (or by any other
      obligor under the Debt Securities) to make any payment on the Debt Securities
      when the same shall become due and payable.

     

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

     

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

     

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

     

    (e)  The
      Company hereby initially appoints the Trustee to act as paying agent for the
      Debt Securities (the “Paying Agent”).

     

    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 of the Company contained herein, stating
      whether or not they have knowledge of any such default and, if so, specifying
      each such default of which the signers have knowledge and the nature
      thereof.

     

    Section
      3.06  Additional
      Amounts.

     

    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 Amounts”) on the
      Debt Securities or the Trust Securities, as the case may be, as shall be
      required so that the net amounts received and retained by the holders of Debt
      Securities or Trust Securities, as the case may be, after payment of all taxes
      (including withholding taxes), duties, assessments or other governmental
      charges, will be equal to the amounts that such holders would have received
      and
      retained had no such taxes (including withholding taxes), duties, assessments
      or
      other governmental charges been imposed.

     

    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 Amounts provided for in this Section to the extent that, in such
      context, Additional Amounts are, were or would be payable in respect thereof
      pursuant to the provisions of this Section and express mention of the payment
      of
      Additional Amounts (if applicable) in any provisions hereof shall not be
      construed as excluding Additional Amounts in those provisions hereof where
      such
      express mention is not made, provided, however, that,
      notwithstanding anything to the contrary contained in this Indenture or any
      Debt
      Security, the deferral of the payment of interest during an Extension Period
      pursuant to Section 2.11 shall not defer the payment of any Additional Amounts
      that may be due and payable.

     

    Section
      3.07  Compliance
      with Consolidation Provisions.

     

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

     

    Section
      3.08  Limitation
      on Dividends.

     

    If
      (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 premium, if
      any, or interest on or repay, repurchase or redeem any debt securities of the
      Company that rank pari passu in all respects with or junior in interest
      to the Debt Securities or (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 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 mergers, consolidations
      or amalgamations, each as permitted by the Declaration, (b) to otherwise
      continue to be classified as a grantor trust for United States federal income
      tax purposes and (c) to cause each holder of Trust Securities to be treated
      as
      owning an undivided beneficial interest in the Debt Securities.

     

    ARTICLE
      IV

     

    LISTS

     

    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:

     

    (i)  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

     

    (ii)  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 none of the Company, the Trustee or 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, by hardcopy or electronic transmission, to each
      Securityholder (i) each Report on Form 10-K and Form 10-Q, if any, prepared
      by
      the Company and filed with the Securities and Exchange Commission in accordance
      with the Exchange Act within 10 Business Days after the filing thereof or (ii)
      if the Company is (a) not then subject to Section 13 or 15(d) of the Exchange
      Act (a “Private Entity”) or (b) exempt from reporting pursuant to Rule 12g3-2(b)
      thereunder, the information required by Rule 144A(d)(4) under the Securities
      Act.  Notwithstanding the foregoing, so long as a Holder of the Debt
      Securities is Citigroup Global Markets Inc. or an entity that holds a pool
      of
      trust preferred securities and/or debt securities as collateral for its
      securities or a trustee thereof, and the Company is (i) a Private Entity that,
      on the date of original issuance of the Debt Securities, is required to provide
      audited consolidated financial statements to its primary regulatory authority,
      (ii) a Private Entity that, on the date of original issuance of the Debt
      Securities, is not required to provide audited consolidated financial statements
      to its primary regulatory authority but subsequently becomes subject to the
      audited consolidated financial statement reporting requirements of that
      regulatory authority or (iii) subject to Section 13 or 15(d) of the Exchange
      Act
      on the date of original issuance of the Debt Securities or becomes so subject
      after the date hereof but subsequently becomes a Private Entity, then, within
      90
      days after the end of each fiscal year, beginning with the fiscal year in which
      the Debt Securities were originally issued if the Company was then subject
      to
      (x) Section 13 or 15(d) of the Exchange Act or (y) audited consolidated
      financial statement reporting requirements of its primary regulatory authority
      or, otherwise, the earliest fiscal year in which the Company becomes subject
      to
      (1) Section 13 or 15(d) of the Exchange Act or (2) the audited consolidated
      financial statement reporting requirements of its primary regulatory authority,
      the Company shall deliver, by hardcopy or electronic transmission, to each
      Securityholder, unless otherwise provided pursuant to the preceding sentence,
      (A) a copy of the Company’s audited consolidated financial statements (including
      balance sheet and income statement) covering the related annual period and
      (B)
      the report of the independent accountants with respect to such financial
      statements.  In addition to the foregoing, the Company shall deliver
      to each Securityholder 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 Debt Securities is Citigroup Global Markets Inc.
      or an
      entity that holds a pool of trust preferred securities and/or debt securities
      or
      a trustee thereof, the Company will cause copies of its reports on Form FR
      Y-9C
      and FR Y-9LP to be delivered to such Holder promptly following their filing
      with
      the Federal Reserve.

     

    


    ARTICLE
      V

     

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS

     

    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 Amounts in respect thereof, following the nonpayment
      of
      any such interest for twenty or more consecutive Interest 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, whether at maturity, upon redemption, by acceleration of maturity
      pursuant to Section 5.01 of this Indenture 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, appointment
      or order shall remain unstayed and in effect for a period of 90 consecutive
      days; or

     

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

     

    (g)  a
      court
      or administrative or governmental agency or body shall enter a decree or order
      for the appointment of a receiver of a Major Depository Institution Subsidiary
      or all or substantially all of its property in any liquidation, insolvency
      or
      similar proceeding with respect to such Major Depository Institution Subsidiary
      or all or substantially all of its property; or

     

    (h)  a
      Major
      Depository Institution Subsidiary shall consent to the appointment of a receiver
      for it or all or substantially all of its property in any liquidation,
      insolvency or similar proceeding with respect to it or all or substantially
      all
      of its property; or

     

    (i)  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) 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), (f), (g),
      (h) or (i) 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 ipsofacto 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 in respect of Debt Securities which shall have
      become due by acceleration, shall have been cured, waived or otherwise remedied
      as provided herein, then, in each and every such case, the holders of a majority
      in aggregate principal amount of the Debt Securities then outstanding, by
      written notice to the Company and to the Trustee, may waive all defaults and
      rescind and annul such 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; provided, however,
      that if the Debt Securities are held by the Trust or a trustee of the Trust,
      such waiver or rescission and annulment shall not be effective until the holders
      of a majority in aggregate liquidation amount of the outstanding Capital
      Securities of the Trust shall have consented to such waiver or rescission and
      annulment.

     

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

     

    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.

     

    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 upon 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, the right of any holder of any Debt
      Security to receive payment of the principal of and 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.

     

    Section
      5.05  Proceedings
      by Trustee.

     

    In
      case
      of an Event of Default, 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 at the time outstanding and, if the Debt Securities are held by the
      Trust or a trustee of the Trust, the holders of a majority in aggregate
      liquidation amount of the outstanding Capital Securities of the Trust shall
      have
      the right to direct the time, method and place of conducting any proceeding
      for
      any remedy available to the Trustee, or exercising any trust or power conferred
      on the Trustee with respect to such Debt Securities; provided,
however, that if the Debt Securities are held by the Trust or a trustee
      of the Trust, such time, method and place or such exercise, as the case may
      be,
      may not be so directed until the holders of a majority in aggregate liquidation
      amount of the outstanding Capital Securities of the Trust shall have directed
      such time, method and place or such exercise, as the case may be;
provided, further, that (subject to the provisions of Section
      6.01) the Trustee shall have the right to decline to follow any such direction
      if the Trustee 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
ipsofacto 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 or 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 aggregate liquidation
      amount of the outstanding Capital 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 or modification to such waiver shall not be effective until each
      holder of the outstanding Capital Securities of the Trust shall have consented
      to such waiver or modification to such waiver.  Upon any such waiver
      or modification to such waiver, the Default or Event of Default covered thereby
      shall be deemed to be cured for all purposes of this Indenture and the Company,
      the Trustee and the holders of the Debt Securities shall be restored to their
      former positions and rights hereunder, respectively; but no such waiver or
      modification to such waiver shall extend to any subsequent or other Default
      or
      Event of Default or impair any right consequent thereon.  Whenever any
      Default or Event of Default hereunder shall have been waived as permitted by
      this Section, said Default or Event of Default shall for all purposes of the
      Debt Securities and this Indenture be deemed to have been cured and to be not
      continuing.

     

    Section
      5.08  Notice
      of Defaults.

     

    The
      Trustee shall, within 90 days after a Responsible Officer of the Trustee shall
      have actual knowledge or received written notice of the occurrence of a default
      with respect to the Debt Securities, mail to all Securityholders, as the names
      and addresses of such holders appear upon the Debt Security Register, notice
      of
      all defaults with respect to the Debt Securities known to the Trustee, unless
      such defaults shall have been cured before the giving of such notice (the term
      “default” for the purpose of this Section is 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 or 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 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 outstanding Debt Securities (or, if such Debt Securities are held by the
      Trust or a trustee of the Trust, more than 10% in liquidation amount of the
      outstanding Capital Securities), to any suit instituted by any Securityholder
      for the enforcement of the payment of the principal of or premium, if any,
      or
      interest on any Debt Security against the Company on or after the same shall
      have become due and payable or to any suit instituted in accordance with Section
      14.12.

     

    ARTICLE
      VI

     

    CONCERNING
      THE TRUSTEE

     

    Section
      6.01  Duties
      and Responsibilities of Trustee.

     

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

     

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

     

    (i)  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

     

    (ii)  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 that the Trustee shall be deemed to have knowledge
      of any 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 Amounts if the Trustee does not have actual knowledge or written
      notice that such payment is due and payable) .

     

    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.

     

    Section
      6.02  Reliance
      on Documents, Opinions, etc.

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

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

     

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

     

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

     

    (e)  the
      Trustee shall not be liable for any action taken or omitted by it in good faith
      and reasonably believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Indenture; nothing contained herein
      shall, however, relieve the Trustee of the obligation, upon the occurrence
      of an
      Event of Default with respect to the Debt Securities (which 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 a
      majority in aggregate principal amount of the outstanding Debt Securities
      affected thereby; provided, however, that if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities likely
      to
      be incurred by it in the making of such investigation is, in the opinion of
      the
      Trustee, not reasonably assured to the Trustee by the security afforded to
      it by
      the terms of this Indenture, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to so proceeding;
      and

     

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

     

    Section
      6.03  No
      Responsibility for Recitals, etc.

     

    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, any Authenticating Agent, any Paying Agent, 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.

     

    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, willful misconduct or bad faith.  The Company also
      covenants to indemnify each of the Trustee (including in its individual
      capacity) and any predecessor Trustee (and its officers, agents, directors
      and
      employees) for, and to hold it harmless against, any and all loss, damage,
      claim, liability or expense including taxes (other than taxes based on the
      income of the Trustee), except to the extent such loss, damage, claim, liability
      or expense results from the negligence, willful misconduct or bad faith of
      such
      indemnitee, arising out of or in connection with the acceptance or
      administration of this trust, including the costs and expenses of defending
      itself against any claim or liability in the premises.  The
      obligations of the Company under this Section 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 clause (e), (f), (g), (h) or (i) of Section 5.01, the
      expenses (including the reasonable charges and expenses of its counsel) and
      the
      compensation for the services are intended to constitute expenses of
      administration under any applicable federal or state bankruptcy, insolvency
      or
      other similar law.

     

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

     

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

     

    Section
      6.07  Officers’
      Certificate as Evidence.

     

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

     

    Section
      6.08  Eligibility
      of Trustee.

     

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

     

    (i)  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;

     

    (ii)  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

     

    (iii)  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 (i), (ii) or
      (iii) above, any Securityholder who has been a bona fide holder of a Debt
      Security or Debt Securities for at least six months may, on behalf of himself
      or
      herself and all others similarly situated, petition any court of competent
      jurisdiction for the removal of the Trustee and the appointment of a successor
      Trustee.  Such court may thereupon, after such notice, if any, as it
      may deem proper and prescribe, remove the Trustee and appoint a successor
      Trustee.

     

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

     

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

     

    Section
      6.10  Acceptance
      by Successor Trustee.

     

    Any
      successor Trustee appointed as provided in Section 6.09 shall execute,
      acknowledge and deliver to the Company and to its predecessor Trustee an
      indenture supplemental hereto which shall contain such provisions as shall
      be
      deemed necessary or desirable to confirm that all of the rights, powers, trusts
      and duties of the retiring Trustee shall be vested in the successor Trustee,
      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.

     

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

     

    In
      no
      event shall a retiring Trustee 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,
      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.

     

    Section
      6.11  Succession
      by Merger, etc.

     

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

     

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

     

    Section
      6.12  Authenticating
      Agents.

     

    There
      may
      be one or more Authenticating Agents appointed by the Trustee upon the request
      of the Company with power to act on its behalf and subject to its direction
      in
      the authentication and delivery of Debt Securities issued upon exchange or
      registration of transfer thereof as fully to all intents and purposes as though
      any such Authenticating Agent had been expressly authorized to authenticate
      and
      deliver Debt Securities; provided, however, that the Trustee shall
      have no liability to the Company for any acts or omissions of the Authenticating
      Agent with respect to the authentication and delivery of Debt
      Securities.  Any such Authenticating Agent shall at all times be a
      corporation organized and doing business under the laws of the United States
      or
      of any state 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 or District of Columbia authority.  If such corporation
      publishes reports of condition at least annually pursuant to law or the
      requirements of such authority, then for the purposes of this Section 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 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, the Trustee may, and upon the request
      of the Company shall, promptly appoint a successor Authenticating Agent eligible
      under this Section, 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 of its predecessor hereunder, with like effect as if originally
      named as Authenticating Agent herein.

     

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

     

    ARTICLE
      VII

     

    CONCERNING
      THE SECURITYHOLDERS

     

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

     

    If
      the
      Company shall solicit from the Securityholders any request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, 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.

     

    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 and premium, if any, and interest on such Debt Security
      and
      for all other purposes; and none of the Company, the Trustee, any Authenticating
      Agent, any Paying Agent, any transfer agent or 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 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.

     

    ARTICLE
      VIII

     

    SECURITYHOLDERS’
      MEETINGS

     

    Section
      8.01  Purposes
      of Meetings.

     

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

     

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

     

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

     

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

     

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

     

    Section
      8.02  Call
      of Meetings by Trustee.

     

    The
      Trustee may at any time call a meeting of Securityholders to take any action
      specified in Section 8.01, to be held at such time and at such place in The
      City
      of New York, the Borough of Manhattan, or 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.

     

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

     

    Section
      8.05  Regulations.

     

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

     

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

     

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

     

    Section
      8.06  Voting.

     

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

     

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

     

    Section
      8.07  Quorum;
      Actions.

     

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

     

    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.

     

    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 adversely affect the interests
      of the holders of the Debt Securities then outstanding;

     

    (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 adversely affect the interests
      of the holders of the Debt Securities then outstanding (it being understood,
      for
      purposes of this proviso, that transfer restrictions on Debt Securities
      substantially similar to those applicable to Capital Securities shall not be
      deemed to adversely affect the holders of the Debt Securities);

     

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

     

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

     

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

     

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

     

    Any
      supplemental indenture authorized by the provisions of this Section 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 a majority
      in
      aggregate principal amount of the Debt Securities at the time outstanding
      affected by such supplemental indenture, the Company, when authorized by a
      Board
      Resolution, and the Trustee may from time to time and at any time enter into
      an
      indenture or indentures supplemental hereto (which shall conform to the
      provisions of the Trust Indenture Act, then in effect, applicable to indentures
      qualified thereunder) for the purpose of adding any provisions to or changing
      in
      any manner or eliminating any of the provisions of this Indenture or of any
      supplemental indenture or of modifying in any manner the rights of the holders
      of the Debt Securities; provided, however, that no such
      supplemental indenture shall, without the consent of the holders of each Debt
      Security then outstanding and affected thereby, (i) change the Maturity Date
      of
      any Debt Security, or reduce the principal amount thereof or any premium
      thereon, or reduce the rate (or manner of calculation of the rate) or extend
      the
      time of payment of interest thereon, or reduce (other than as a result of the
      maturity or earlier redemption of any such Debt Security in accordance with
      the
      terms of this Indenture and such Debt Security) or increase the aggregate
      principal amount of Debt Securities then outstanding, or change any of the
      redemption provisions, or make the principal thereof or any interest or premium
      thereon payable in any coin or currency other than United States Dollars, or
      impair or affect the right of any Securityholder to institute suit for payment
      thereof, or (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 the trustee of the Trust, such supplemental indenture shall not be
      effective until the holders of a majority in aggregate liquidation amount of
      the
      outstanding Capital Securities shall have consented to such supplemental
      indenture; provided, further, that if the consent of the
      Securityholder of each outstanding Debt Security is required, such supplemental
      indenture shall not be effective until each holder of the outstanding Capital
      Securities shall have consented to such supplemental indenture.

     

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

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Trustee shall transmit by mail,
      first class postage prepaid, a notice, prepared by the Company, setting forth
      in
      general terms the substance of such supplemental indenture, to the
      Securityholders as their names and addresses appear 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
      to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such consent shall approve the substance thereof.

     

    Section
      9.03  Effect
      of Supplemental Indentures.

     

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

     

    Section
      9.04  Notation
      on Debt Securities.

     

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

     

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

     

    The
      Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition
      to the documents required by Section 14.06, receive an Officers’ Certificate as
      conclusive evidence that any supplemental indenture executed pursuant hereto
      complies with the requirements of this Article IX.  The Trustee shall
      also 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.

     

    The
      Company shall have the right, subject to the receipt by the Company of the
      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 (provided that all accrued and unpaid interest has been paid on all
      Debt Securities for all Interest Periods terminating on or prior to such date)
      from time to time in part, on any Interest Payment Date on or after September
      1,
      2012 (each, an “Optional Redemption Date”), at the Optional 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, or cause the Trustee to mail (at the expense of the Company), a
      notice of such redemption at least 30 and not more than 60 days prior to the
      date fixed for redemption to the holders of Debt Securities so to be redeemed
      as
      a whole or in part at their last addresses as the same appear on the Debt
      Security Register.  Such mailing shall be by first class
      mail.  The notice if mailed in the manner herein provided shall be
      conclusively presumed to have been duly given, whether or not the holder
      receives such notice.  In any case, failure to give such notice by
      mail or any defect in the notice to the holder of any Debt Security designated
      for redemption as a whole or in part shall not affect the validity of the
      proceedings for the redemption of any other Debt Security.

     

    Each
      such
      notice of redemption shall specify the CUSIP number, if any, of the Debt
      Securities to be redeemed, the date fixed for redemption, the price (or manner
      of calculation of the price) at which Debt Securities are to be redeemed, the
      place or places of payment, that payment will be made upon presentation and
      surrender of such Debt Securities, that interest accrued to the date fixed
      for
      redemption will be paid as specified in said notice, and that on and after
      said
      date interest thereon or on the portions thereof to be redeemed will cease
      to
      accrue. If less than all the Debt Securities are to be redeemed, the notice
      of
      redemption shall specify the numbers of the Debt Securities to be
      redeemed.  In case the Debt Securities are to 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 Optional 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 such date all the Debt
      Securities so called for redemption at the applicable price therefor, together
      with unpaid interest accrued to such date.

     

    The
      Company will give the Trustee notice not less than 45 nor more than 75 days
      prior to the date fixed for redemption as to the 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 related Optional Redemption Date or Special
      Redemption Date (as the case may be) and at the place or places stated in such
      notice at the applicable price therefor, together with unpaid interest accrued
      thereon to said Optional Redemption Date or the Special Redemption Date (as
      the
      case may be), and on and after said Optional Redemption Date or the Special
      Redemption Date (as the case may be) (unless the Company shall default in the
      payment of such Debt Securities at the redemption price, together with unpaid
      interest accrued thereon to said date) interest on the Debt Securities or
      portions of Debt Securities so called for redemption shall cease to
      accrue.  On presentation and surrender of such Debt Securities at a
      place of payment specified in said notice, such Debt Securities or the specified
      portions thereof shall be paid and redeemed by the Company at the applicable
      price therefor, together with unpaid interest, if any, accrued thereon to said
      Optional Redemption Date or the Special Redemption Date (as the case may be);
      provided, however, that interest payable on any Interest Payment
      Date on or prior to said Optional Redemption Date or the Special Redemption
      Date
      will be paid to the holders on the relevant regular record date.

     

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

     

    ARTICLE
      XI

     

    CONSOLIDATION,
      MERGER, SALE, CONVEYANCE AND LEASE

     

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

     

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

     

    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 corporation, 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 corporation 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
      corporation 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 corporation 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 corporation thereafter shall cause to be signed
      and delivered to the Trustee or the Authenticating Agent for that
      purpose.  All the Debt Securities so issued shall in all respects have
      the same legal rank and benefit under this Indenture as the Debt Securities
      theretofore or thereafter issued in accordance with the terms of this Indenture
      as though all of such Debt Securities had been issued at the date of the
      execution hereof.

     

    Section
      11.03  Opinion
      of Counsel to be Given to Trustee.

     

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

     

    ARTICLE
      XII

     

    SATISFACTION
      AND DISCHARGE OF INDENTURE

     

    Section
      12.01  Discharge
      of Indenture.

     

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

     

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

     

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

     

    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 1398 Central Avenue, Dubuque, Iowa 52001, Attention: John K.
      Schmidt.  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, DE 19890-0001, Attention: Corporate Capital
      Markets.

     

    Section
      14.05  Governing
      Law.

     

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

     

    Section
      14.06  Evidence
      of Compliance with Conditions Precedent.

     

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

     

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

     

    Section
      14.07  Business
      Day Convention.

     

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

     

    Section
      14.08  Table
      of Contents, Headings, etc.

     

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

     

    Section
      14.09  Execution
      in Counterparts.

     

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

     

    Section
      14.10  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,
      illegal or unenforceable provision had never been contained herein or
      therein.

     

    Section
      14.11  Assignment.

     

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

     

    Section
      14.12  Acknowledgment
      of Rights.

     

    The
      Company acknowledges that, with respect to any Debt Securities held by the
      Trust
      or a trustee of the Trust, if such 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 aggregate liquidation amount
      of
      the outstanding Capital Securities of the Trust have so directed in writing
      such
      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 trustee’s rights under this Indenture without first
      instituting any legal proceedings against such trustee or any other
      Person.  Notwithstanding the foregoing, if an Event of Default has
      occurred and is continuing and such event is attributable to the failure of
      the
      Company to pay interest or premium, if any, on or principal of the Debt
      Securities on the date such interest, premium, if any, or principal is otherwise
      due and payable (or, in the case of redemption, on the related Optional
      Redemption Date or the Special Redemption Date (as the case may be)), the
      Company acknowledges that a holder of outstanding 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 (or Optional Redemption Date or Special Redemption
      Date (as the case may be)) 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 holder’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.

     

    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 amount 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 or any Securityholder when such payment is prohibited by the preceding
      paragraph of this Section, 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 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, winding-up, 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, winding-up, 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.

     

    For
      purposes of this Article XV, the words “cash, property or securities” shall not
      be deemed to include shares of stock of the Company as reorganized or
      readjusted, or securities of the Company or any other corporation provided
      for
      by a plan of reorganization or readjustment, the payment of which is
      subordinated at least to the extent provided in this Article XV with respect
      to
      the Debt Securities to the payment of all Senior Indebtedness of the Company,
      that may at the time be outstanding, provided, that (a) such Senior
      Indebtedness is assumed by the new corporation, if any, resulting from any
      such
      reorganization or readjustment, and (b) the rights of the holders of such Senior
      Indebtedness are not, without the consent of such holders, altered by such
      reorganization or readjustment.  The consolidation of the Company
      with, or the merger of the Company into, another corporation or the liquidation
      or dissolution of the Company following the conveyance, transfer or other
      disposition of its property as an entirety, or substantially as an entirety,
      to
      another corporation upon the terms and conditions provided for in Article XI
      of
      this Indenture shall not be deemed a dissolution, winding-up, liquidation or
      reorganization for the purposes of this Section 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 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.

     

    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 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.

     

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

     

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

     

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

     

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

     

    Section
      15.08  Subordination
      May Not Be Impaired.

     

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

     

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

     


    
      
              

                  
      
      

                  
      
      

                            NY1
            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

    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.

     

    HEARTLAND
      FINANCIAL USA, INC.

     

    By:   /s/                                                    

    Name: 
      John K. Schmidt

    Title:   
      EVP - COO - CFO

     

    WILMINGTON
      TRUST COMPANY,

    as
      Trustee

     

    By:   /s/                                                    

    Name: 
      Christopher J. Slaybaugh

    Title:   
      Senior Financial Services Officer


    
      
              

                                      
                          
      

                  
      
      

                            NY1
            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      A

     

    FORM
      OF
      DEBT SECURITY

     

    [FORM
      OF
      FACE OF SECURITY]

     

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

     

    UNLESS
      THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

     

    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 OR
      ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF,
      AS
      THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
      OR
      ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF
      (i)
      TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER
      THE
      SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF
      AND
      (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE
      405
      UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR
      SUCH
      INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER
      DATE,
      IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, 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), (7) OR (8) OF
      RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
      INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
      ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
      OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
      SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
      OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT
      OR
      (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER,
      SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE 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 OR ANY INTEREST OR PARTICIPATION
      HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT
      IT
      WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

     

    THE
      HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
      ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, 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 OR PARTICIPATION HEREIN, UNLESS SUCH
      PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
      90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
      THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
      406
      OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
      HOLDING.  ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR
      PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
      HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN
      EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
      TO
      WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
      ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
      USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
      OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
      UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
      APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     

    IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
      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 MINIMUM DENOMINATIONS
      OF
      $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF.  ANY ATTEMPTED
      TRANSFER OF THIS SECURITY IN DENOMINATIONS 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 OR ANY INTEREST OR
      PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
      OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH
      PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
      SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

     

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

     

    

      

    

      
      1
        Only applicable if
        this Debt Security is a Global Debt Security.

    


    
      
              

                                      
                          
      

                  
      
      

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            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                                                                                  
      Floating Rate Junior Subordinated Debt Security due 2037

     

    of

    HEARTLAND
      FINANCIAL USA, INC.

     

    Heartland
      Financial USA, Inc., a bank holding company incorporated in the State of
      Delaware (the “Company”, which term includes any successor permitted under the
      Indenture (as defined herein)), for value received, promises to pay to
      Wilmington Trust Company, not in its individual capacity but solely as
      Institutional Trustee for Heartland Financial Statutory Trust VII, a Delaware
      statutory trust, or registered assigns, the principal amount of ______________
      Dollars ($______________) on September 1, 2037 (the “Maturity Date”) (or any
      Optional Redemption Date or the Special Redemption Date, each as defined herein,
      or any earlier date of acceleration of the maturity of this Debt Security),
      and
      to pay interest on the outstanding principal amount of this Debt Security from
      June 26, 2007, or from the most recent Interest Payment Date (as defined below)
      to which interest has been paid or duly provided for, quarterly (subject to
      deferral as set forth herein) in arrears on March 1, June 1, September 1 and
      December 1 of each year, commencing on September 1, 2007 (each, an “Interest
      Payment Date”), at a rate per annum, which, with respect to any Interest Period
      (as defined in the Indenture), will be equal to LIBOR (as defined in the
      Indenture), as determined on the LIBOR Determination Date (as defined in the
      Indenture) for such Interest Period (or, in the case of the first Interest
      Period, will be 5.36%), plus 1.48% (the “Interest Rate”) (provided that
      the Interest Rate for any Interest Period may not exceed the highest rate
      permitted by New York law, as the same may be modified by United States law
      of
      general application) until the principal hereof shall have been paid or duly
      provided for, 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 then applicable
      Interest Rate, compounded quarterly.  The amount of interest payable
      for any Interest Period shall be computed on the basis of a 360-day year and
      the
      actual number of days elapsed in such Interest Period.

     

    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 the Indenture) is registered at the close of business on the
      “regular record date” for such interest installment, which shall be the
      fifteenth day prior to such Interest Payment Date, whether or not such day
      is a
      Business Day (as defined herein).  Any such interest installment
      (other than Deferred Interest (as defined herein)) not punctually paid or duly
      provided for shall forthwith cease to be payable to the holders on such regular
      record date and may be paid to the Person in whose name this Debt Security
      (or
      one or more Predecessor 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 holders of the Debt Securities
      not less than 10 days prior to such special record date, all as more fully
      provided in the Indenture.

     

    Payment
      of the principal of and premium, if any, and interest on this Debt Security
      due
      on the Maturity Date, any Optional Redemption Date or the Special Redemption
      Date, as the case may be, shall be made in immediately available funds against
      presentation and surrender of this Debt Security at the office or agency of
      the
      Trustee maintained for that purpose in Wilmington, Delaware, or at the office
      or
      agency of any other Paying Agent appointed by the Company maintained for that
      purpose in Wilmington, Delaware or Dubuque, Iowa.  Payment of interest
      on this Debt Security due on any Interest Payment Date other than the Maturity
      Date, any Optional Redemption Date or the Special Redemption Date, as the case
      may be, shall be made at the option of the Company by check mailed to the holder
      thereof at such address as shall appear in the Debt Security Register or by
      wire
      transfer of immediately available funds to an account appropriately designated
      by the holder hereof.  Notwithstanding the foregoing, so long as the
      holder of this Debt Security is the Institutional Trustee, payment of the
      principal of and premium, if any, and interest on this Debt Security shall
      be
      made in immediately available funds when due at such place and to such account
      as may be designated by the Institutional Trustee.  All payments in
      respect of this Debt Security shall be payable in any coin or currency of the
      United States of America that at the time of payment is legal tender for payment
      of public and private debts.

     

    Notwithstanding
      anything to the contrary contained herein, if any Interest Payment Date, other
      than the Maturity Date, any Optional 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 Optional
      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.

     

    So
      long
      as no Event of Default pursuant to Sections 5.01(b), (e), (f), (g), (h) or
      (i)
      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, together with all previous and further
      consecutive extensions thereof, is referred to herein as an “Extension
      Period”).  No Extension Period may end on a date other than an
      Interest Payment Date or extend beyond the Maturity Date, any Optional
      Redemption Date or the Special Redemption Date, as the case may
      be.  During any Extension Period, interest will continue to accrue on
      the Debt Securities, and interest on such accrued interest (such accrued
      interest and interest thereon referred to herein as “Deferred Interest”) will
      accrue at an annual rate equal to the Interest Rate applicable during such
      Extension Period, compounded quarterly from the date such Deferred Interest
      would have been payable were it not for the Extension Period, to the extent
      permitted by applicable law.  No interest or Deferred Interest (except
      any Additional Amounts (as defined in the Indenture) 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 Extension Period, the Company shall pay
      all Deferred Interest then accrued and unpaid on the Debt Securities;
provided, however, that during any Extension Period, the Company
      may not (i) declare or pay any dividends or distributions on, or redeem,
      purchase, acquire, or make a liquidation payment with respect to, any of the
      Company’s capital stock, (ii) make any payment of principal of or premium, if
      any, or interest on or repay, repurchase or redeem any debt securities of the
      Company that rank pari passu in all respects with or junior in interest
      to the Debt Securities or (iii) make any payment under any guarantees of the
      Company that rank in all respects pari passu with or junior in respect
      to the Capital Securities Guarantee   (other than (a)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Company (A) in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of one or more employees, officers,
      directors or consultants, (B) in connection with a dividend reinvestment or
      stockholder stock purchase plan or (C) in connection with the issuance of
      capital stock of the Company (or securities convertible into or exercisable
      for
      such capital stock), as consideration in an acquisition transaction entered
      into
      prior to such Extension Period, (b) as a result of any exchange or conversion
      of
      any class or series of the Company’s capital stock (or any capital stock of a
      subsidiary of the Company) for any class or series of the Company’s capital
      stock or of any class or series of the Company’s indebtedness for any class or
      series of the Company’s capital stock, (c) the purchase of fractional interests
      in shares of the Company’s capital stock pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (d) any declaration of a dividend in connection with any stockholder’s rights
      plan, or the issuance of rights, stock or other property under any stockholder’s
      rights plan, or the redemption or repurchase of rights pursuant thereto or
      (e)
      any dividend in the form of stock, warrants, options or other rights where
      the
      dividend stock or the stock issuable upon exercise of such warrants, options
      or
      other rights is the same stock as that on which the dividend is being paid
      or
      ranks pari passu with or junior to such stock).  Prior to the
      termination of any Extension Period, the Company may further extend such
      Extension Period, provided, that no Extension Period (including all
      previous and further consecutive extensions that are part of such Extension
      Period) shall exceed 20 consecutive quarterly periods.  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 or extend an Extension Period no later than the close
      of
      business on the fifteenth Business Day prior to the applicable Interest Payment
      Date.

     

    The
      indebtedness evidenced by this Debt Security is, to the extent provided in
      the
      Indenture, subordinate and junior in right of payment to the prior payment
      in
      full of all Senior Indebtedness (as defined in the Indenture), 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 diligence, presentment, demand for payment, notice of nonpayment,
      notice of protest, and all other demands and notices.

     

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

     

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

     

    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.

     

    HEARTLAND
      FINANCIAL USA, INC.

     

    By:    ___________________________

    Name: 
      

    Title:                                                  
      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:  ______________________, ____


    
      
              

                                      
                          
      

                  
      
      

                            NY1
            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE OF SECURITY]

     

    This
      Debt
      Security is one of a duly authorized series of debt securities of the Company
      (collectively, the “Debt Securities”), all issued or to be issued pursuant to an
      Indenture (the “Indenture”), dated as of June 26, 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 of which this Debt Security is a
      part.

     

    Upon
      the
      occurrence and continuation of a Tax Event, an Investment Company Event or
      a
      Capital Treatment Event (each, a “Special Event”), the Company shall have the
      right to redeem this Debt Security, at its option, in whole with all other
      Debt
      Securities 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 (as defined herein).

     

    The
      Company shall also have the right to redeem this Debt Security at its option,
      in
      whole or (provided that all accrued and unpaid interest has been paid on all
      Debt Securities for all Interest Periods terminating on or prior to such date)
      from time to time in part, on any Interest Payment Date on or after September
      1,
      2012 (each, an “Optional Redemption Date”), at the Optional Redemption Price (as
      defined herein).

     

    Any
      redemption pursuant to the preceding two paragraphs will be made, subject to
      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’ prior written notice.  If the Debt
      Securities are only partially redeemed by the Company, the Debt Securities
      will
      be redeemed pro rata or by any other method utilized by the
      Trustee.  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.

     

    “Optional
      Redemption Price” means an amount in cash equal to 100% of the principal amount
      of this Debt Security being redeemed plus unpaid interest accrued thereon to
      the
      related Optional Redemption Date.

     

    “Special
      Redemption Price” means, with respect to the redemption of this Debt Security
      following a Special Event, an amount in cash equal to 103.40% of the principal
      amount of this Debt Security to be redeemed prior to September 1, 2008 and
      thereafter equal to the percentage of the principal amount of this Debt Security
      that is specified below for the Special Redemption Date plus, in each case,
      unpaid interest accrued thereon to the Special Redemption Date:

     


    
      
              

                                      
                          
      

                  
      
      

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            6185770v.6              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Special
                Redemption During the 12-Month

              Period
                Beginning September 1,

            	
               

              Percentage
                of Principal Amount

            
	
              2008

            	
              102.72%

            
	
              2009

            	
              102.04%

            
	
              2010

            	
              101.36%

            
	
              2011

            	
              100.68%

            
	
              2012
                and thereafter

            	
              100.00%

            


    

    


     

    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, and,
      in
      certain cases, shall ipsofacto become, due and payable, and upon
      any such declaration of acceleration shall become due and payable, in each
      case,
      in the manner, with the effect and subject to the conditions provided in the
      Indenture.

     

    The
      Indenture contains provisions permitting the Company and the Trustee, with
      the
      consent of the holders of a majority in aggregate principal amount of the Debt
      Securities at the time outstanding affected thereby, as specified in the
      Indenture, to execute supplemental indentures for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      the Indenture or of any supplemental indenture or of modifying in any manner
      the
      rights of the holders of the Debt Securities; provided, however,
      that no such supplemental indenture shall, among other things, without the
      consent of the holders of each Debt Security then outstanding and affected
      thereby (i) change the Maturity Date of any Debt Security, or reduce the
      principal amount thereof or any premium thereon, or reduce the rate (or manner
      of calculation of the rate) or extend the time of payment of interest thereon,
      or reduce (other than as a result of the maturity or earlier redemption of
      any
      such Debt Security in accordance with the terms of the Indenture and such Debt
      Security) or increase the aggregate principal amount of Debt Securities then
      outstanding, or change any of the redemption provisions, or make the principal
      thereof or any interest or premium thereon payable in any coin or currency
      other
      than United States Dollars, or impair or affect the right of any holder to
      institute suit for 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 the holders of all the Debt
      Securities, to waive any past default in the performance of any of the covenants
      contained in the Indenture, or established pursuant to the Indenture, and its
      consequences, except (a) a default in payments due in respect of any of the
      Debt Securities, (b) in respect of covenants or provisions of the Indenture
      which cannot be modified or amended without the consent of the holder of each
      Debt Security affected, or (c) in respect of the covenants of the Company
      relating to its ownership of Common Securities of the Trust.  Any such
      consent or waiver by the 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 make 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 holder hereof on the Debt
      Security Register (as defined in the Indenture) of the Company, upon surrender
      of this Debt Security for registration of transfer at the office or agency
      of
      the Trustee in Wilmington, Delaware, or at any other office or agency of the
      Company in Wilmington, Delaware or Dubuque, Iowa, accompanied by a written
      instrument or instruments of transfer in form satisfactory to the Company or
      the
      Trustee duly executed by the 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 or the
      Trustee may require payment of a sum sufficient to cover any tax, fee or other
      governmental charge payable in relation thereto as specified in the
      Indenture.

     

    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 holder hereof as the absolute
      owner hereof (whether or not this Debt Security shall be overdue and
      notwithstanding any notice of ownership or writing hereon) for the purpose
      of
      receiving payment of the principal of and premium, if any, and interest on
      this
      Debt Security and for all other purposes, and none of the Company, the Trustee,
      any Authenticating Agent, any Paying Agent, any transfer agent or any Debt
      Security registrar shall be affected by any notice to the contrary.

     

    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 different authorized denominations, as requested
      by
      the holder surrendering the same.

     

    The
      Debt
      Securities are issuable only in registered certificated form without
      coupons.

     

    No
      recourse shall be had for the payment of the principal of or premium, if any,
      or
      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, director, employee or agent, past, present
      or future, as such, of the Company or of any predecessor or 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,
      all such liability being, by the acceptance hereof and as part of the
      consideration for the issuance hereof, expressly waived and
      released.

     

    All
      terms
      used but not defined in this Debt Security shall have the meanings assigned
      to
      them in the Indenture.

     

    THIS
      DEBT
      SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SAID STATE
      OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     


    
      
              

                                      
                          
      

                  
      
      

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    EXHIBIT
      B

     

    


     

    FORM
      OF
      CERTIFICATE OF OFFICER OF THE COMPANY

     

    


     

    Pursuant
      to Section 3.05 of the Indenture, dated as of June 26, 2007 (as amended or
      supplemented from time to time, the “Indenture”), between Heartland Financial
      USA, Inc., as issuer (the “Company”), and Wilmington Trust Company, as trustee,
      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 default for the fiscal year ending on __________, 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 assigned thereto in the Indenture.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as
      of

     

    ____________,
      20____.

     

    


     

    _________________________________

     

    Name:

     

    Title:

     


    
      
              

                  B-      
      

                  
      
      

                            NY1
            6185770v.6