EX-4.2



 





Exhibit 4.2




LNB BANCORP, INC.

as Issuer




INDENTURE

Dated as of May 9, 2007




WELLS FARGO BANK, NATIONAL ASSOCIATION

As Trustee




JUNIOR SUBORDINATED DEBT SECURITIES




Due June 15, 2037





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 

	 	DEFINITIONS	 	 	 	 
	SECTION 1.01.

	 	Definitions
	 	 	1	 
	 

	 	ARTICLE II	 	 	 	 
	 

	 	DEBT SECURITIES	 	 	 	 
	SECTION 2.01.

	 	Authentication and Dating
	 	 	8	 
	SECTION 2.02.

	 	Form of Trustee’s Certificate of Authentication
	 	 	9	 
	SECTION 2.03.

	 	Form and Denomination of Debt Securities
	 	 	9	 
	SECTION 2.04.

	 	Execution of Debt Securities
	 	 	9	 
	SECTION 2.05.

	 	Exchange and Registration of Transfer of Debt Securities
	 	 	10	 
	SECTION 2.06.

	 	Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	13	 
	SECTION 2.07.

	 	Temporary Debt Securities
	 	 	13	 
	SECTION 2.08.

	 	Payment of Interest
	 	 	14	 
	SECTION 2.09.

	 	Cancellation of Debt Securities Paid, etc.
	 	 	15	 
	SECTION 2.10.

	 	Computation of Interest
	 	 	16	 
	SECTION 2.11.

	 	Extension of Interest Payment Period
	 	 	17	 
	SECTION 2.12.

	 	CUSIP Numbers
	 	 	18	 
	SECTION 2.13.

	 	Global Debentures
	 	 	18	 
	 

	 	ARTICLE III	 	 	 	 
	 

	 	PARTICULAR COVENANTS OF THE COMPANY	 	 	 	 
	SECTION 3.01.

	 	Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities
	 	 	20	 
	SECTION 3.02.

	 	Offices for Notices and Payments, etc.
	 	 	21	 
	SECTION 3.03.

	 	Appointments to Fill Vacancies in Trustee’s Office
	 	 	22	 
	SECTION 3.04.

	 	Provision as to Paying Agent
	 	 	22	 
	SECTION 3.05.

	 	Certificate to Trustee
	 	 	23	 
	SECTION 3.06.

	 	Additional Interest
	 	 	23	 
	SECTION 3.07.

	 	Compliance with Consolidation Provisions
	 	 	24	 
	SECTION 3.08.

	 	Limitation on Dividends
	 	 	24	 
	SECTION 3.09.

	 	Covenants as to the Trust
	 	 	24	 






-i-









 





TABLE OF CONTENTS
(CONTINUED)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE IV	 	 	 	 
	 

	 	LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	 	 	 	 
	SECTION 4.01.

	 	Securityholders’ Lists
	 	 	25	 
	SECTION 4.02.

	 	Preservation and Disclosure of Lists
	 	 	25	 
	SECTION 4.03.

	 	Financial and Other Information
	 	 	26	 
	 

	 	ARTICLE V	 	 	 	 
	 

	 	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT	 	 	 	 
	SECTION 5.01.

	 	Events of Default
	 	 	27	 
	SECTION 5.02.

	 	Payment of Debt Securities on Default; Suit Therefor
	 	 	29	 
	SECTION 5.03.

	 	Application of Moneys Collected by Trustee
	 	 	31	 
	SECTION 5.04.

	 	Proceedings by Securityholders
	 	 	31	 
	SECTION 5.05.

	 	Proceedings by Trustee
	 	 	31	 
	SECTION 5.06.

	 	Remedies Cumulative and Continuing
	 	 	32	 
	SECTION 5.07.

	 	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders
	 	 	32	 
	SECTION 5.08.

	 	Notice of Defaults
	 	 	33	 
	SECTION 5.09.

	 	Undertaking to Pay Costs
	 	 	33	 
	 

	 	ARTICLE VI	 	 	 	 
	 

	 	CONCERNING THE TRUSTEE	 	 	 	 
	SECTION 6.01.

	 	Duties and Responsibilities of Trustee
	 	 	34	 
	SECTION 6.02.

	 	Reliance on Documents, Opinions, etc.
	 	 	35	 
	SECTION 6.03.

	 	No Responsibility for Recitals, etc.
	 	 	36	 
	SECTION 6.04.

	 	Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities
	 	 	36	 
	SECTION 6.05.

	 	Moneys to be Held in Trust
	 	 	36	 
	SECTION 6.06.

	 	Compensation and Expenses of Trustee
	 	 	37	 
	SECTION 6.07.

	 	Officers’ Certificate as Evidence
	 	 	37	 
	SECTION 6.08.

	 	Eligibility of Trustee
	 	 	38	 
	SECTION 6.09.

	 	Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt Security Registrar
	 	 	38	 
	SECTION 6.10.

	 	Acceptance by Successor
	 	 	39	 






-ii-









 




TABLE OF CONTENTS
(CONTINUED)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 6.11.

	 	Succession by Merger, etc.
	 	 	40	 
	SECTION 6.12.

	 	Authenticating Agents
	 	 	41	 
	 

	 	ARTICLE VII	 	 	 	 
	 

	 	CONCERNING THE SECURITYHOLDERS	 	 	 	 
	SECTION 7.01.

	 	Action by Securityholders
	 	 	42	 
	SECTION 7.02.

	 	Proof of Execution by Securityholders
	 	 	43	 
	SECTION 7.03.

	 	Who Are Deemed Absolute Owners
	 	 	43	 
	SECTION 7.04.

	 	Debt Securities Owned by Company Deemed Not Outstanding
	 	 	43	 
	SECTION 7.05.

	 	Revocation of Consents; Future Securityholders Bound
	 	 	44	 
	 

	 	ARTICLE VIII	 	 	 	 
	 

	 	SECURITYHOLDERS’ MEETINGS	 	 	 	 
	SECTION 8.01.

	 	Purposes of Meetings
	 	 	44	 
	SECTION 8.02.

	 	Call of Meetings by Trustee
	 	 	45	 
	SECTION 8.03.

	 	Call of Meetings by Company or Securityholders
	 	 	45	 
	SECTION 8.04.

	 	Qualifications for Voting
	 	 	45	 
	SECTION 8.05.

	 	Regulations
	 	 	45	 
	SECTION 8.06.

	 	Voting
	 	 	46	 
	SECTION 8.07.

	 	Quorum; Actions
	 	 	46	 
	SECTION 8.08.

	 	Written Consent Without a Meeting
	 	 	47	 
	 

	 	ARTICLE IX	 	 	 	 
	 

	 	SUPPLEMENTAL INDENTURES	 	 	 	 
	SECTION 9.01.

	 	Supplemental Indentures without Consent of Securityholders
	 	 	47	 
	SECTION 9.02.

	 	Supplemental Indentures with Consent of Securityholders
	 	 	49	 
	SECTION 9.03.

	 	Effect of Supplemental Indentures
	 	 	50	 
	SECTION 9.04.

	 	Notation on Debt Securities
	 	 	50	 
	SECTION 9.05.

	 	Evidence of Compliance of Supplemental Indenture to be furnished to Trustee
	 	 	50	 
	 

	 	ARTICLE X	 	 	 	 
	 

	 	REDEMPTION OF SECURITIES	 	 	 	 
	SECTION 10.01.

	 	Optional Redemption
	 	 	50	 
	SECTION 10.02.

	 	Special Event Redemption
	 	 	51	 






-iii-









 





TABLE OF CONTENTS
(CONTINUED)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 10.03.

	 	Notice of Redemption; Selection of Debt Securities
	 	 	51	 
	SECTION 10.04.

	 	Payment of Debt Securities Called for Redemption
	 	 	52	 
	 

	 	ARTICLE XI	 	 	 	 
	 

	 	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	 	 	 	 
	SECTION 11.01.

	 	Company May Consolidate, etc., on Certain Terms
	 	 	52	 
	SECTION 11.02.

	 	Successor Entity to be Substituted
	 	 	53	 
	SECTION 11.03.

	 	Opinion of Counsel to be Given to Trustee
	 	 	54	 
	 

	 	ARTICLE XII	 	 	 	 
	 

	 	SATISFACTION AND DISCHARGE OF INDENTURE	 	 	 	 
	SECTION 12.01.

	 	Discharge of Indenture
	 	 	54	 
	SECTION 12.02.

	 	Deposited Moneys to be Held in Trust by Trustee
	 	 	54	 
	SECTION 12.03.

	 	Paying Agent to Repay Moneys Held
	 	 	55	 
	SECTION 12.04.

	 	Return of Unclaimed Moneys
	 	 	55	 
	 

	 	ARTICLE XIII	 	 	 	 
	 

	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	 	 	 
	SECTION 13.01.

	 	Indenture and Debt Securities Solely Corporate Obligations
	 	 	55	 
	 

	 	ARTICLE XIV	 	 	 	 
	 

	 	MISCELLANEOUS PROVISIONS	 	 	 	 
	SECTION 14.01.

	 	Successors
	 	 	56	 
	SECTION 14.02.

	 	Official Acts by Successor Entity
	 	 	56	 
	SECTION 14.03.

	 	Surrender of Company Powers
	 	 	56	 
	SECTION 14.04.

	 	Addresses for Notices, etc.
	 	 	56	 
	SECTION 14.05.

	 	Governing Law
	 	 	57	 
	SECTION 14.06.

	 	Evidence of Compliance with Conditions Precedent
	 	 	57	 
	SECTION 14.07.

	 	Non-Business Days
	 	 	57	 
	SECTION 14.08.

	 	Table of Contents, Headings, etc.
	 	 	58	 
	SECTION 14.09.

	 	Execution in Counterparts
	 	 	58	 
	SECTION 14.10.

	 	Severability
	 	 	58	 
	SECTION 14.11.

	 	Assignment
	 	 	58	 
	SECTION 14.12.

	 	Acknowledgment of Rights
	 	 	58	 






-iv-









 





TABLE OF CONTENTS
(CONTINUED)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE XV	 	 	 	 
	 

	 	SUBORDINATION OF DEBT SECURITIES	 	 	 	 
	SECTION 15.01.

	 	Agreement to Subordinate
	 	 	59	 
	SECTION 15.02.

	 	Default on Senior Indebtedness
	 	 	59	 
	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
	 	 	62	 
	SECTION 15.08.

	 	Subordination May Not Be Impaired
	 	 	63	 
	 
	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBIT A

	 	FORM OF DEBT SECURITY	 	 	 	 






-v-









 





     THIS INDENTURE, dated as of May 9, 2007, between LNB Bancorp, Inc., a financial holding
company incorporated in Ohio (hereinafter sometimes called the “Company”), and Wells Fargo Bank,
National Association, a national banking association with its principal place of business in the
State of Delaware, 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 Junior Subordinated Debt Securities due June 15, 2037 (the “Debt Securities”) under this
Indenture and to provide, among other things, for the execution and authentication, delivery and
administration thereof, the Company has duly authorized the execution of this Indenture.



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



ARTICLE I




DEFINITIONS




          SECTION 1.01. Definitions.




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



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



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



               “Applicable Depository Procedures” means, with respect to any transfer or transaction
involving a Global Debenture or beneficial interest therein, the rules and procedures of the
Depositary for such 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.



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



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



               “Capital Securities” means undivided beneficial interests in the assets of the Trust which
are
designated as “Capital Securities” and rank pari passu with Common Securities issued by the Trust;
provided, however, that if an Event of Default 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. The Capital Securities sold by the Trust to the initial purchaser pursuant to the
Purchase Agreement shall be issued in book entry form, registered in the name of Cede & Co., as
nominee on behalf of the Depository Trust Company, without coupons, and held by the Institutional
Trustee as custodian for the Depository Trust Company.



               “Capital Securities Guarantee” means the guarantee agreement that the Company will enter
into
with Wells Fargo Bank, National Association or other Persons that operates directly or indirectly
for the benefit of holders of Capital Securities of the Trust.



               “Capital Treatment Event” means the receipt by the Company and the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any amendment to, or change
in, the laws, rules or regulations of the United States or any political subdivision thereof or
therein, or as the result of any official or administrative pronouncement or action or decision
interpreting or applying such laws, rules or regulations, which amendment or change is effective or
which pronouncement, action or decision is announced on or after the date of original issuance of
the Debt Securities, there is more than an insubstantial risk that, within 90 days of the receipt
of such opinion, the aggregate Liquidation Amount of the Capital Securities will not be eligible to
be treated by the Company as “Tier 1 Capital” (or the then equivalent thereof) for purposes of the
capital adequacy guidelines of the Federal Reserve or OTS; as applicable (or any successor
regulatory authority with jurisdiction over bank, savings & loan or financial 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 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 cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the Federal Reserve or
OTS, as applicable, may now or hereafter accord Tier 1 Capital treatment in excess of the amount
which may now or hereafter qualify for treatment as Tier 1 Capital under applicable capital
adequacy guidelines; 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



-2-









 




itself constitute a Capital Treatment Event unless such liquidation shall have occurred in
connection with a Tax Event or an Investment Company Event.




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



               “Common Securities” means undivided beneficial interests in the assets of the Trust which
are
designated as “Common Securities” and rank pari passu with Capital Securities issued by the Trust;
provided, however, that if an Event of Default 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 LNB Bancorp, Inc., a financial holding company incorporated in Ohio, 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.



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



               “Declaration” means the Amended and Restated Declaration of Trust of the Trust dated as of
May
9, 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 Securities
Exchange Act of 1934 that is designated as Depositary by the Company or any successor thereto. 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 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 from time to time, or
any
successor legislation.



-3-









 





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



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



               “Fixed Rate” means a per annum rate of interest, equal to
          % commencing May 9, 2007.



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



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



               “Initial Purchaser” means the initial purchaser of the Capital Securities.



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



               “Interest Payment Date” means March 15, June 15, September 15 and
December 15 of each year,
commencing on September 15, 2007, during the term of this Indenture.



               “Interest Payment Period” means the period from and including an Interest Payment Date, or
in
the case of the first Interest Payment Period, the original date of issuance of the Debt
Securities, to, but excluding, the next succeeding Interest Payment Date or, in the case of the
last Interest Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as the
case may be.



               “Interest Rate” is defined to mean the Fixed Rate and Variable Rate, as applicable.



               “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 or prospective change becomes effective or would become
effective, as the case may be, on or after the date of the original issuance of the Debt
Securities.



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



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



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



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



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



-4-









 





               “Maturity Date” means June 15, 2037.



               “Notice” has the meaning set forth in Section 2.11.



               “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.



               “OTS” means the Office of Thrift Supervision and any successor federal agency that is
primarily responsible for regulating the activities of savings and loan holding companies.



               “Outstanding” means, when used with reference to Debt Securities, subject to the
provisions of
Section 7.04, 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.



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



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



               “Predecessor Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and delivered



-5-









 




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 919
North Market Street, Suite 1600, Wilmington, DE 19801.



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



               “Redemption Price” means 100% of the principal amount of the Debt Securities being
redeemed
plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of
a redemption due to the occurrence of a Special Event to the Special Redemption Date if such
Special Redemption Date is on or after June 15, 2017.



               “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 from time to time, or any
successor legislation.



               “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 and (B) indebtedness
evidenced by securities, debentures, notes, bonds or other similar instruments issued by the
Company; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional sale obligations of
the Company and all obligations of the Company under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (iv) all obligations of the
Company for the reimbursement of any letter of credit, any banker’s acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any interest rate swap, any
other hedging arrangement, any obligation under options or any similar credit or other transaction;
(v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for
the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and
(vi) all obligations of the type referred to in clauses (i) through (v) above of other Persons
secured by any lien on any property or asset of the Company (whether or not such obligation is
assumed by the Company), whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless (1) with the prior



-6-









 




approval of the Federal Reserve or OTS, as applicable, if not otherwise generally approved, in
the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is
provided that such obligations are not superior or are pari passu in right of payment to the Debt
Securities; or (2) the Federal Reserve or OTS, as applicable, shall hereafter classify or
otherwise recognize any such obligation as pari passu or subordinate to the Debt Securities.




               “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 (1) if the Special Redemption Date is before
June 15, 2017,
One Hundred Five Percent (105%) of the principal amount of the Debt Securities to be redeemed plus
any accrued and unpaid interest thereon to the date of such redemption or (2) if the Special
Redemption Date is on or after June 15, 2017, the Redemption Price for such Special Redemption
Date.



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



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



-7-









 




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 LNB Trust II, 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 LNB Trust II.



               “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 Internal Revenue Code of 1986, as amended.



               “Variable Rate” means a per annum rate of interest, equal to LIBOR plus 1.48%, as
determined
on the LIBOR Determination Date preceding each Interest Payment Date, reset quarterly, commencing
upon expiration of the Fixed Rate Period.



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 $10,310,000 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



-8-









 







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 is one of the Debt Securities referred to in the within-mentioned Indenture.



     WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee



	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






          SECTION 2.03. Form and Denomination of Debt Securities.



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



          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, by facsimile or otherwise, and which need not be attested. Only such Debt Securities as
shall bear thereon a certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the Authenticating Agent by the manual signature of an authorized
officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debt Security
executed by the Company shall be conclusive evidence that the Debt Security so authenticated has
been duly authenticated and delivered hereunder and that the Securityholder 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.



-9-









 





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



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




     The Trustee, in its capacity as “Debt Security Registrar”, 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 Debt Security
Registrar 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 Securityholder or
such Securityholder’s attorney duly authorized in writing.



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



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



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



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED



-10-









 







OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON IN AN “OFFSHORE TRANSACTION” PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
(a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (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 CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY
BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.



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



     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT
IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND
NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER



-11-









 







OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A
PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF
AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.



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



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



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



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




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



     The Trustee may authenticate any such substituted Debt Security and deliver the same upon the
written request or authorization of any officer of the Company. Upon the issuance of any
substituted Debt Security, the Company may require the payment of a sum sufficient to cover



-12-









 







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.



-13-









 





          SECTION 2.08. Payment of Interest.




     During the Fixed Rate Period, each Debt Security will bear interest at the Fixed Rate from and
including each Interest Payment Date or, in the case of the first Interest Payment Period, the
original date of issuance of such Debt Security to, but excluding, the next succeeding Interest
Payment Date or, in the case of the last Interest Payment Period, the Redemption Date, or Special
Redemption Date, as applicable, 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 on each Interest
Payment Date, commencing September 15, 2007. Upon expiration of the Fixed Rate Period, each Debt
Security will bear interest at the then applicable Variable Rate from and including each Interest
Payment Date to, but excluding, the next succeeding Interest Payment Date or, in the case of the
last Interest Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as
applicable, 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 on each Interest Payment Date.
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 said Debt Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that interest and any
Deferred Interest payable on the Maturity Date, the Redemption Date (to the extent redeemed) or the
Special Redemption Date shall be paid to the Person to whom principal is paid. In the event that
any Debt Security or portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and either on or 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 registered Securityholder on the
relevant regular record date by virtue of having been such Securityholder, 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 in this clause
provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than fifteen nor less than ten days prior to the date of the
proposed payment and not less than ten days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid,
to each Securityholder at his



-14-









 







or her address as it appears in the Debt Security Register, not less than ten days prior to
such special record date. Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Debt Securities (or their respective Predecessor Securities) are
registered on such special record date and thereafter the Company shall have no further payment
obligation in respect of the Defaulted Interest.



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



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



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



          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) From May 9, 2007 until June 15, 2017 (the “Fixed Rate Period”), the
interest shall be
computed on the basis of a 360-day year of twelve 30-day months and the amount payable for any
partial period shall be computed on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months. Upon expiration of the Fixed Rate Period, the amount of interest payable for
any Interest Payment Period will be computed on the basis of a 360-day year and the actual number
of days elapsed in the relevant interest period; provided, however, that upon the
occurrence of a Special Event Redemption pursuant to Section 10.02 the amounts payable pursuant to
this Indenture shall be calculated as set forth in the definition of Special Redemption Price.



               (b) Upon expiration of the Fixed Rate Period, LIBOR, for any Interest Payment Period, shall be
determined by the Calculation Agent in accordance with the following provisions:



-15-









 






     (1) On the second LIBOR Business Day (provided, that on such day commercial
banks are open for business (including dealings in foreign currency deposits) in
London (a “LIBOR Banking Day”), and otherwise the next preceding LIBOR Business Day
that is also a LIBOR Banking Day) prior to the March 15, June 15, September 15 and
December 15 commencement date of each such Interest Payment Period (or, with respect
to the first Interest Payment Period subsequent to the Fixed Rate Period, on June
15, 2017) (each such day, a “LIBOR Determination Date” for such Interest Payment
Period), the Calculation Agent shall obtain the rate for three-month U.S. Dollar
deposits in Europe, which appears on Reuters Screen LIBOR 01 Page (as defined in the
International Swaps and Derivatives Association, Inc. 2000 Interest Rate and
Currency Exchange Definitions) or such other page as may replace such page, as of
11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg
Financial Markets Commodities News or any successor service (“Reuters Screen”), and
the rate so obtained shall be LIBOR for such Interest Payment Period. “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 Reuters Screen by a corrected rate before 12:00 noon (London time) on
the same LIBOR Determination Date, the corrected rate as so substituted will be
LIBOR for that Interest Payment Period.




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




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



-16-









 







one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being rounded upward).



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



          SECTION 2.11. Extension of Interest Payment Period.




     So long as no Event of Default leading to an acceleration event pursuant to paragraphs (c),
(e) (f) or (g) of Section 5.01 of the Indenture has occurred and is continuing, the Company shall
have the right under the Indenture, from time to time and without causing an Event of Default, to
defer payments of interest on the Debt Securities by extending the interest distribution period on
the Debt Securities at any time and from time to time during the term of the Debt Securities, for
up to twenty consecutive quarterly periods (each such extended interest distribution period, an
“Extension Period”), during which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). No Extension Period may end on a date other than
an Interest Payment Date or extend beyond the Maturity Date, any Redemption Date (to the extent
redeemed) or any Special Redemption Date. During any Extension Period, interest will continue to
accrue on the Debt Securities, and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as “Deferred Interest”) will accrue at 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 law. No interest or Deferred Interest shall be due and payable during an Extension
Period, except at the end thereof. At the end of any such Extension Period the Company shall pay
all Deferred Interest then accrued and unpaid on the Debt Securities; provided,
however, that no Extension Period may extend beyond the Maturity Date, Redemption Date (to
the extent redeemed) or Special Redemption Date; and provided further,
however, that during any such Extension Period, the Company shall be subject to the
restrictions set forth in Section 3.08 of this Indenture. Prior to the termination of any Extension
Period, the Company may further extend such period, provided, that such period together
with all such previous and further consecutive extensions thereof shall not exceed twenty
consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date (to the extent
redeemed) or Special Redemption Date. Upon the termination of any Extension Period and upon the
payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the
foregoing requirements. The Company must give the Trustee notice of its election to begin such
Extension Period (“Notice”) not later than the related regular record date for the relevant
Interest Payment Date. The Notice shall describe, in reasonable detail, why the Company has
elected to begin an Extension Period. The Notice shall acknowledge and affirm



-17-









 







the Company’s understanding that it is prohibited from issuing dividends and other
distributions during the Extension Period. Upon receipt of the Notice, an Initial Purchaser shall
have the right, at its sole discretion, to disclose the name of the Company, the fact that the
Company has elected to begin an Extension Period and other information that such Initial Purchaser,
at its sole discretion, deems relevant to the Company’s election to begin an Extension Period. The
Trustee shall give notice of the Company’s election to begin a new Extension Period to the
Securityholders.



          SECTION 2.12. CUSIP Numbers.




     The Company in issuing the 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 a holder of Outstanding Debt Securities, which election need not be
in writing, the Debt Securities owned by such holder shall be issued in the form of one or more
Global Debentures registered in the name of the Depositary or its nominee. 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 thereof 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 registered, 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, (iii)
the Company executes and delivers to the Trustee a company order stating that the Company elects to
terminate the book-entry system through the Depositary or (iv) an Event of Default shall have
occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii)
or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all
owners of beneficial interests in such Global Debenture of the occurrence of such event and of the
availability of Debt Securities to such owners of beneficial interests requesting the same. Upon
the issuance of such Debt Securities and the registration in the Debt Security Register of such
Debt Securities in the names of the holders of the beneficial interests therein, the Trustee shall
recognize such holders of beneficial interests as holders thereof.



-18-









 





               (c) If any Global Debenture is to be exchanged for other Debt Securities or canceled in part,
or if another Debt Security 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 in this Article II or (ii) the principal amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or
equal to the principal amount of such other 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 depository
procedures, shall instruct the Depositary or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender or adjustment of a Global Debenture by the
Depositary, accompanied by registration instructions, the Company shall execute and the Trustee
shall authenticate and deliver any Debt Securities issuable in exchange for such Global Debenture
(or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall
not be liable for any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions.



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



               (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 Depository 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
Security Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes
of this Indenture relating to a Global Debenture (including the payment of principal and interest
thereon and the giving of instructions or directions by owners of beneficial interests therein and
the giving of notices) as the sole holder of the Debt Security and shall have no obligations to the
owners of beneficial interests therein. Neither the Trustee nor the Debt Security Registrar shall
have any liability in respect of any transfers affected by the Depositary.



-19-









 





               (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 holder of any beneficial interest in any Global Debenture held on its behalf by a
Depositary shall have any rights under this Indenture with respect to such Global Debenture, and
such Depositary may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the owner of such Global Debenture for all purposes whatsoever. None of the Company,
the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a Global 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 a Depositary or impair, as between
a Depositary and such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as holder of any Debt
Security.



ARTICLE III




PARTICULAR COVENANTS OF THE COMPANY




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




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



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



               (c) As of the date of this Indenture, the Company 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



-20-









 







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 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 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 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 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 for the purposes above mentioned. The Company will give to the Trustee prompt written
notice of any such designation or rescission thereof.



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




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



          SECTION 3.04. Provision as to Paying Agent.




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




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



-21-









 






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




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



               (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of
the payments due on the Debt Securities, set aside, segregate and hold in trust for the benefit of
the Securityholders a sum sufficient to pay 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 (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 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 Interest.




     If and for so long as the Trust is the holder of all Debt Securities and is subject to or
otherwise required to pay, or is required to withhold from distributions to holders of Trust
Securities, any additional taxes (including withholding taxes), duties, assessments or other
governmental charges as a result of a Tax Event, the Company will pay such additional amounts (the



-22-









 




“Additional Interest”) on the Debt Securities as shall be required so that the net amounts
received and retained by the Trust for distribution to holders of Trust Securities after paying all
taxes (including withholding taxes on distributions to holders of Trust Securities), duties,
assessments or other governmental charges will be equal to the amounts the Trust would have
received and retained for distribution to holders of Trust Securities after paying all taxes
(including withholding taxes on distributions to holders of Trust Securities), duties, assessments
or other governmental charges if no such additional taxes, duties, assessments or other
governmental charges had been imposed. Whenever in this Indenture or the Debt Securities there is a
reference in any context to the payment of principal of or premium, if any, or interest on the Debt
Securities, such mention shall be deemed to include mention of payments of the Additional Interest
provided for in this paragraph to the extent that, in such context, Additional Interest is, was or
would be payable in respect thereof pursuant to the provisions of this paragraph and express
mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such express mention is
not made, provided, however, that, 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 Interest
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 Debt Securities are initially issued to the Trust or a trustee of such Trust in connection
with the issuance of Trust Securities by the Trust (regardless of whether Debt Securities continue
to be held by such Trust) and (i) there shall have occurred and be continuing an Event of Default,
(ii) the Company shall be in default with respect to its payment of any obligations under the
Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer
payments of interest on the Debt Securities by extending the interest distribution 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 or (B)
make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all respects with or junior in interest
to the Debt Securities or (C) make any payment under any guarantees of the Company that rank pari
passu in all respects with or junior in interest to the Capital Securities Guarantee (other than
(a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in
connection with any employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, (II) in connection with a
dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance
of capital stock of the Company (or securities convertible into or exercisable for such capital
stock), as consideration in an acquisition transaction entered into prior to the occurrence of (i),
(ii) or (iii) above, (b) as a result of any exchange,




-23-









 




reclassification, combination 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).




     SECTION 3.09. Covenants as to the Trust.


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




ARTICLE IV




LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE




     SECTION 4.01. Securityholders’ Lists.


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




          (a) on each regular record date for an Interest Payment Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Securityholders 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 Securityholders (1) contained in the most recent
list furnished to it as provided in Section 4.01 or (2) received by it in the capacity




-24-









 







of Debt
Security 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 Securityholders (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 Securityholders 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:





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




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


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




          (c) Each and every Securityholder, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any Paying Agent shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Securityholders in accordance with the provisions of subsection (b)




-25-









 







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.



          The Company shall deliver to each Securityholder (1) each Report on Form 10-K and Form 10-Q
prepared by the Company and filed with the Securities and Exchange Commission in accordance with
the Exchange Act within 7 days after the filing thereof, (2) if the Company is not then (y) subject
to Section 13 or 15(d) of the Exchange Act or (z) exempt from reporting pursuant to Rule 12g3-2(b)
thereunder, the Company shall be required to provide within 45 days of the end of each calendar
quarterly period and 90 days after the end of each calendar year, the information required to be
provided by Rule 144A(d)(4) under the Securities Act and (3) within 30 days after the end of the
fiscal year of the Company, Form 1099 or such other annual U.S. federal income tax information
statement required by the Code containing such information with regard to the Debt Securities held
by such Securityholder as is required by the Code and the income tax regulations of the U.S.
Treasury thereunder.




          The Company will cause copies of its regulatory reports to be delivered to the Holder promptly
following their filing with the Federal Reserve.




ARTICLE V




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF

DEFAULT




     SECTION 5.01. Events of Default.



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




          (a) the Company defaults in the payment of any interest upon any Debt Security when it becomes
due and payable (unless the Company has elected and may defer interest payments pursuant to Section
2.11), and continuance of such default for a period of 30 days; for the avoidance of doubt, an
extension of any interest distribution 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 all or any part of the principal of (or premium, if
any, on) any Debt Securities as and when the same shall become due and payable either at maturity,
upon redemption, by declaration of acceleration pursuant to Section 5.01 of this Indenture or
otherwise; or




          (c) the Company defaults in the payment of any interest upon any Debt Security when it becomes
due and payable following the nonpayment of any such interest for 20 or more consecutive quarterly
periods; or




-26-









 








          (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, and continuance of such default
or breach for a period of 30 days after there has been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by the holders of 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 similar official) of the Company or for any substantial part of its
property, or orders the winding-up or liquidation of its affairs and such decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or




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




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



   If an Event of Default specified under clause (c) of this Section 5.01 occurs and is
continuing with respect to the Debt Securities, then, and in each and every such case, unless the
principal of the Debt Securities shall have already become due and payable, 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, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of Default specified
under clause (e), (f) or (g) of this Section 5.01 occurs, then, in each and every such case, the
entire principal amount of the Debt Securities and any premium and interest accrued, but unpaid,
thereon shall ipso facto become immediately due and payable without further action.
Notwithstanding anything to the contrary in this Section 5.01, if at any time during the period in
which this Indenture remains in force and effect, the Company ceases or elects to cease to be
subject to the supervision and regulations of the Federal Reserve, OTS, OCC or similar regulatory
authority overseeing bank, thrift, savings and loan or financial holding companies or similar
institutions requiring specifications for the treatment of capital similar in nature to the capital
adequacy guidelines under the Federal Reserve rules and regulations, then the first sentence of
this paragraph shall be deemed to include clauses (a), (b) and (d) under this Section 5.01 as an
Event




-27-









 







of Default resulting in an acceleration of payment of the Debt Securities to the same extent
as provided herein for clause (c).



   Anything in this Section 5.01 to the contrary notwithstanding, if an Event of Default
specified under clause (d) occurs and is continuing, then, and in each and every such case, the
Trustee, in its own name and as trustee of an express trust, shall pursue all available remedies at
law and/or
equity against the Company. The Company acknowledges and affirms that in the event of breach
of such covenants and agreements referenced in clause (d) of this Section 5.01, the damages to the
holders of the Debt Securities and the Capital Securities may be difficult or impossible to
ascertain. Therefore, in addition to any remedies available at law for breach of any or all of
said covenants or agreements, the holders of the Debt Securities and the Capital Securities shall
be entitled to injunctive or other equitable relief in connection with the violation of any such
covenants or agreements referenced in Section 5.01(d).



   The foregoing provisions, however, are subject to the condition that if, at any time after the
principal of the Debt Securities shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, (i) the Company shall pay or shall deposit with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Debt Securities and all payments on the
Debt Securities which shall have become due otherwise than by acceleration (with interest upon all
such payments and Deferred Interest, to the extent permitted by law) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and all other amounts due to the Trustee pursuant to
Section 6.06, if any, and (ii) all Events of Default under this Indenture, other than the
non-payment of the payments on Debt Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and in every such case the
holders of a majority in aggregate principal amount of the Debt Securities then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent thereon; 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 Securityholders shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of the Company, the
Trustee and the Securityholders 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 under paragraphs (c),
(e), (f) or (g) of Section 5.01 of the Indenture, the Company will pay to the Trustee, for the
benefit of the Securityholders, 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,


-28-









 






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 declaration of 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 Securityholders 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


-29-









 






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 Securityholders.



   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 Securityholders, and it shall not be necessary to make any
Securityholders 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 on such Debt Securities; and



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




     SECTION 5.04. Proceedings by Securityholders.


   No Securityholder shall have any right to institute any suit, action or proceeding for any
remedy hereunder, unless such Securityholder 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 Securityholder shall have any right to prejudice the rights of any other
Securityholder, obtain priority or preference over any other such Securityholder or enforce any
right under this Indenture except in the manner herein provided and for the equal, ratable and
common benefit of all Securityholders.



   Notwithstanding any other provisions in this Indenture, however, the right of any
Securityholder to receive payment of the principal of, premium, if any, and interest on such Debt
Security when due, or to institute suit for the enforcement of any such payment, shall not be
impaired or affected without the consent of such Securityholder. 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.




-30-









 








          SECTION 5.05. Proceedings by Trustee.




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



          SECTION 5.06. Remedies Cumulative and Continuing.




     Except as otherwise provided in Section 2.06, all powers and remedies given by this Article V
to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the Trustee or the
Securityholders, 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 Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.04, every power and remedy given
by this Article V or by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.



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




     The holders of a majority in aggregate principal amount of the Debt Securities affected
(voting as one class) at the time outstanding 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 being advised by counsel shall
determine that the action so directed would be unjustly prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the action or
proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of
the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding may on behalf of the holders of all of the Debt Securities waive (or modify
any previously granted waiver of) any past default or Event of Default and its consequences, except
a default (a) in the payment of principal of,



-31-









 







premium, if any, or interest on any of the Debt
Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended
without the consent of the holder of each Debt Security affected, or (c) in respect of the
covenants contained in Section 3.09; provided, however, that if the Debt Securities
are held by the Trust or a trustee of the Trust, such waiver or modification to such waiver shall
not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of
the Trust shall have consented to such waiver or modification to such waiver; provided,
further, that if the consent of the holder of each
outstanding Debt Security is required, such waiver 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 Securityholders 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 5.07, said Default or Event of Default shall for all purposes of the Debt
Securities and this Indenture be deemed to have been cured and to be not continuing.



          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 Securityholders appear
upon the Debt Security Register, notice of all Defaults with respect to the Debt Securities
actually known to the Trustee, unless such Defaults shall have been cured before the giving of such
notice (the term “Defaults” for the purpose of this Section 5.08 being hereby defined to be the
events specified in subsections (a), (b), (c), (d), (e), (f) and (g) of Section 5.01, not including
periods of grace, if any, provided for therein); provided, that, except in the case of
default in the payment of the principal of, premium, if any, or interest on any of the Debt
Securities, the Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding of such notice is
in the interests of the Securityholders.



          SECTION 5.09. Undertaking to Pay Costs.




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



-32-









 







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, except
that:




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




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




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




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




               (c) the Trustee shall not be liable with respect to any action taken or omitted to
be taken by
it in good faith, in accordance with the direction of the Securityholders pursuant to Section 5.07,
relating to the time, method and place of conducting any proceeding for any



-33-









 







remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;




               (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
Securityholder, except with respect to an Event of Default pursuant to Sections 5.01 (a) or 5.01
(b) hereof (other than an Event of Default resulting from the default in the payment of Additional
Interest or premium, if any, if the Trustee does not have actual knowledge or written notice that
such payment is due and payable), of which the Trustee shall be deemed to have knowledge; and




               (e) in the absence of bad faith on the part of the Trustee, the Trustee may seek
and rely on
reasonable instructions from the Company.



     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



-34-









 







(that
has not been cured or waived) to exercise with respect to the Debt Securities such of the rights
and powers vested in it by this Indenture, and to use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs;




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




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



          SECTION 6.03. No Responsibility for Recitals, etc.




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



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




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



          SECTION 6.05. Moneys to be Held in Trust.




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



-35-









 







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.




     Other than as provided in the Fee Agreement of even date herewith, 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 6.06 to compensate and indemnify the
Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured
by (and the Company hereby grants and pledges to the Trustee) a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Debt Securities.



     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in
subsections (d), (e) or (f) 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.



          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



-36-









 







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 6.08 the combined capital and surplus of such
corporation or national association shall be deemed to be its combined capital and surplus as set
forth in its most recent records of condition so published.



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



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



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



          SECTION 6.09. Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt
Security Registrar.





               (a) The Trustee, or any trustee or trustees hereafter appointed, the Calculation
Agent, the
Paying Agent and any Debt Security Registrar 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
Securityholders 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 or successors
by written instrument, in duplicate, executed by order of its Board of Directors, one copy of which
instrument shall be delivered to the resigning party and one copy to the successor. If no successor
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 party may petition any court
of competent jurisdiction for the appointment of a successor, 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. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor.




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



-37-









 






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




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




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


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





               (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 Securityholder to nominate a successor Trustee, the Trustee so
removed or any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of
this Section 6.09 provided, may petition any court of competent jurisdiction for an appointment of
a successor.




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



          SECTION 6.10. Acceptance by Successor.




     Any successor Trustee, Calculation Agent, Paying Agent or Debt Security Registrar appointed as
provided in Section 6.09 shall execute, acknowledge and deliver to the Company and to its
predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or
removal of the retiring party shall become effective and such successor, 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 herein; but, nevertheless, on the written request of the Company or of the successor, the



-38-









 







party 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 all the rights and
powers of the party so ceasing to act and shall duly assign, transfer and deliver to such
successor all property and money held by such retiring party hereunder. Upon request of any such
successor, the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor all such rights and powers. Any party ceasing
to act shall, nevertheless, retain a lien upon all property or funds held or collected to secure
any amounts then due it pursuant to the provisions of Section 6.06.



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



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



     In no event shall a retiring Trustee, Calculation Agent, Paying Agent or Debt Security
Registrar be liable for the acts or omissions of any successor hereunder.



     Upon acceptance of appointment by a successor Trustee, Calculation Agent, Paying Agent or Debt
Security Registrar as provided in this Section 6.10, the Company shall mail notice of the
succession to the Securityholders 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, the successor shall cause such notice to be mailed at the expense of
the Company.



          SECTION 6.11. Succession by Merger, etc.




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



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



-39-









 







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, 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 Person
organized and doing business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of at least $50,000,000 and being subject to supervision or
examination by federal, state, territorial or District of Columbia authority. If such Person
publishes reports of condition at least annually pursuant to law or the requirements of such
authority, then for the purposes of this Section 6.12 the combined capital and surplus of such
Person 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 Person into which any Authenticating Agent may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any Person 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 Person is otherwise eligible under this Section 6.12 without the
execution or filing of any paper or any further act on the part of the parties hereto or such
Authenticating Agent.



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



     Other than as provided in the Fee Agreement of even date herewith, the Company agrees to pay
to any Authenticating Agent from time to time reasonable compensation for its services. Any



-40-









 







Authenticating Agent shall have no responsibility or liability for any action taken by it as such
in accordance with the directions of the Trustee and shall receive such reasonable indemnity as it
may require against the costs, expenses and liabilities incurred in furtherance of its duties
under this Section 6.12.



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 Securityholders 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 holders 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



-41-









 







Trustee may require such additional proof of any matter referred to in this Section as it shall
deem necessary.



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



          SECTION 7.03. Who Are Deemed Absolute Owners.




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



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




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



          SECTION 7.05. Revocation of Consents; Future Securityholders 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 Securityholder
(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



-42-









 







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 holders and upon all future Securityholder 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 New York or Wilmington, Delaware, as the
Trustee shall determine. Notice of every meeting of the Securityholders, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to Securityholder 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



-43-









 







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 for such meeting and may call
such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided
in Section 8.02.



          SECTION 8.04. Qualifications for Voting.




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



          SECTION 8.05. Regulations.




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



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



     Subject to the provisions of Section 7.04, at any meeting each Securityholder 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 Securityholder; 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 Securityholders with respect to which
such meeting is being held shall be by written ballots on which shall be subscribed the signatures
of such Securityholders 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



-44-









 







proceedings of
each meeting of Securityholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the Debt Securities voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.



          SECTION 8.07. Quorum; Actions.




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



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



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



-45-









 





          SECTION 8.08. Written Consent Without a Meeting.




     Whenever under this Indenture, Securityholders are required or permitted to take any action by
vote, such action may be taken without a meeting on written consent, setting forth the action so
taken, signed by the Securityholders of all outstanding Debt Securities entitled to vote thereon.
No consent shall be effective to take the action referred to therein unless, within sixty days of
the earliest dated consent delivered in the manner required by this paragraph to the Trustee,
written consents signed by a sufficient number of Securityholders to take action are delivered to
the Trustee at its Principal Office. Delivery made to the Trustee at its Principal Office, shall
be by hand or by certificated or registered mail, return receipt requested. Written consent thus
given by the Securityholders of such number of Debt Securities as is required hereunder, shall have
the same effect as a valid vote of Securityholders of such number of Debt Securities.



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 Person to the Company, or successive
successions,
and the assumption by the successor Person of the covenants, agreements and obligations of the
Company, pursuant to Article XI hereof;




               (b) to add to the covenants of the Company such further covenants, restrictions or
conditions
for the protection of the Securityholders as the Board of Directors shall consider to be for the
protection of the Securityholders, 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 or amend 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 Securityholders;




               (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



-46-









 







that no registration of Debt Securities is required under the Securities Act of 1933, as
amended); 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 Securityholders);




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




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




               (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 Securityholders.



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



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



          SECTION 9.02. Supplemental Indentures with Consent of Securityholders.




     With the consent (evidenced as provided in Section 7.01) of the holders of not less than a
majority in aggregate principal amount of the Debt Securities at the time outstanding affected by
such supplemental indenture (voting as a class), the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act,
then in effect, applicable to indentures qualified thereunder) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the Securityholders;
provided, however, that no such supplemental indenture shall without such consent
of the holders of each Debt Security then outstanding and affected thereby (i) extend the 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



-47-









 







or
currency other than United States Dollars, or impair or affect the right of any Securityholder to
institute suit for payment thereof or impair the right of repayment, if any, at the option of the
Securityholder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are
required to consent to any such supplemental indenture; and provided, further, that
if the Debt Securities are held by the Trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in Liquidation 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 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



          SECTION 9.03. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture pursuant to the provisions of this Article
IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Securityholders 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.



-48-









 





          SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be furnished to
Trustee.




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



ARTICLE X




REDEMPTION OF SECURITIES




          SECTION 10.01. Optional Redemption.




     At any time the Company shall have the right, subject to the receipt by the Company of prior
approval from any regulatory authority with jurisdiction over the Company if such approval is then
required under applicable capital guidelines or policies of such regulatory authority, 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 Payment Periods terminating on or prior to such date) from
time to time in part, on any March 15, June 15, September 15 or December 15 on or after June 15,
2017 (the “Redemption Date”), at the Redemption Price.



          SECTION 10.02. Special Event Redemption.




     If a Special Event shall occur and be continuing, the Company shall have the right, subject to
the receipt by the Company of prior approval from any regulatory authority with jurisdiction over
the Company if such approval is then required under applicable capital guidelines or policies of
such regulatory authority, to redeem the Debt Securities, in whole or 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 Securityholders 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 Securityholder 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 redemption price (or manner of calculation of



-49-









 







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 Redemption Date or the Special Redemption Date
specified in the notice of redemption given as provided in this Section, the Company will deposit
with the Trustee or with one or more Paying Agents an amount of money sufficient to redeem on the
redemption date all the Debt Securities so called for redemption at the appropriate redemption
price, together with unpaid interest accrued to such date.



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



          SECTION 10.04. Payment of Debt Securities Called for Redemption.




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



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



-50-









 





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 Capital Securities and 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 Securityholders or holders
of Capital 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
Securityholders or holders of Capital Securities 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 City of New York, Borough of
Manhattan, 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 entity, by supplemental
indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the



-51-









 







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



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




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



ARTICLE XII




SATISFACTION AND DISCHARGE OF INDENTURE




          SECTION 12.01. Discharge of Indenture.




     When (a) the Company shall deliver to the Trustee for cancellation all Debt Securities
theretofore authenticated (other than any Debt Securities which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore
canceled, or (b) all the Debt Securities not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity
or upon redemption all of the Debt Securities (other than any Debt Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06)
not theretofore canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity or redemption date, as
the case may be, but excluding, however, the amount of any moneys for the payment of principal of,
and premium, if any, or interest on the Debt



-52-









 







Securities (1) theretofore repaid to the Company in accordance with the provisions of Section
12.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property
or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect except for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04,
6.06, 6.09 and 12.04 hereof, which shall survive until such Debt Securities shall mature or are
redeemed, as the case may be, and are paid 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, and premium, if any, and
interest.



          SECTION 12.03. Paying Agent to Repay Moneys Held.




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



          SECTION 12.04. Return of Unclaimed Moneys.




     Any moneys deposited with or paid to the Trustee or any Paying Agent for payment of the
principal of, and premium, if any, or interest on Debt Securities and not applied but remaining
unclaimed by the Securityholders 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 Securityholder may be entitled to collect and all liability of the Trustee or such
Paying Agent with respect to such moneys shall thereupon cease.



-53-









 





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
hereunder 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:



-54-









 





LNB Bancorp, Inc.

457 Broadway

Lorain, Ohio 44052

Attention: Terry M. White




     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 Wells Fargo Bank, National Association at:



919 North Market Street

Suite 1600

Wilmington, DE 19801




Attention: Corporate Trust Division




          SECTION 14.05. Governing Law.




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



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



          SECTION 14.07. Non-Business Days.




     Notwithstanding anything to the contrary contained herein, if any Interest Payment Date, other
than on the Maturity Date, any Redemption Date or the Special Redemption Date, falls on a day that
is not a Business Day, then any interest payable will be paid on, and such Interest Payment Date
will be moved to, the next succeeding Business Day, and additional interest will accrue for each
day that such payment is delayed as a result thereof. If the Maturity Date, any Redemption



-55-









 







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 (except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding 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. Severability.




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



          SECTION 14.11. Assignment.




     Subject to Article XI, the Company will have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the
Company; provided, 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 the
Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its
rights under this Indenture as the Securityholder held as the assets of the Trust after the holders
of a majority in Liquidation Amount of the Capital Securities of the Trust have so directed in
writing such Institutional Trustee, a holder of record of such Capital Securities may to the
fullest extent permitted by law institute legal proceedings directly against the Company to enforce
such Institutional Trustee’s rights under this Indenture without first instituting any legal
proceedings against such Institutional Trustee or any other Person. Notwithstanding the foregoing,
if an Event of Default has occurred and is continuing and such event is attributable to the failure
of the Company to pay interest (or premium, if any) or principal on the Debt Securities on the date
such interest (or premium, if any) or principal is otherwise due and payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of record of Capital
Securities of the Trust may directly institute a proceeding against the Company for enforcement of
payment to such holder directly of the principal of (or premium, if any) or



-56-









 







interest on the Debt Securities having an aggregate principal amount equal to the aggregate
Liquidation Amount of the Capital Securities of such holder on or after the respective due date
specified in the Debt Securities.



ARTICLE XV




SUBORDINATION OF DEBT SECURITIES




          SECTION 15.01. Agreement to Subordinate.




     The Company covenants and agrees, and each holder of Debt Securities issued hereunder and
under any supplemental indenture (the “Additional Provisions”) by such Securityholder’s acceptance
thereof likewise covenants and agrees, that all Debt Securities shall be issued subject to the
provisions of this Article XV; and each Securityholder, 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 payment due on any Senior Indebtedness of the Company
following any applicable grace period, or in the event that the maturity of any Senior Indebtedness
of the Company has been accelerated because of a default, and such acceleration has not been
rescinded or canceled and such Senior Indebtedness has not been paid in full, then, in either case,
no payment shall be made by the Company with respect to the payments due on the Debt Securities.



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



          SECTION 15.03. Liquidation; Dissolution; Bankruptcy.




     Upon any payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any dissolution or winding-up



-57-









 







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



     In the event that, notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee before all Senior Indebtedness 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 or 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 15.03 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article



-58-









 







XI of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.



          SECTION 15.04. Subrogation.




     Subject to the payment in full of all Senior Indebtedness of the Company, the Securityholders
shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such Senior Indebtedness
until all payments due on the Debt Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash,
property or securities to which the Securityholders or the Trustee would be entitled except for the
provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to
or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee,
shall, as between the Company, its creditors other than holders of Senior Indebtedness of the
Company, and the Securityholders 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 Securityholders, 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 Securityholders, the
obligation of the Company, which is absolute and unconditional, to pay to the Securityholders 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 Securityholders 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



-59-









 







effectuate the subordination provided in this Article XV and appoints the Trustee such
Securityholder’s attorney-in-fact for any and all such purposes.



          SECTION 15.06. Notice by the Company.




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



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



          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



-60-









 







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 Securityholder to the holders of such Senior Indebtedness, do any
one or more of the following: (a) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any
manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing such Senior Indebtedness; (c) release any Person
liable in any manner for the collection of such Senior Indebtedness; and (d) exercise or refrain
from exercising any rights against the Company, and any other Person.



     Wells Fargo Bank, National Association, in its capacity as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions herein above set forth.



-61-









 





     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.



	 	 	 	 	 	 	 
	 	 	LNB Bancorp, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






EXHIBIT A




FORM OF JUNIOR SUBORDINATED DEBT SECURITY




DUE 2037




[FORM OF FACE OF SECURITY]




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



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



A-1









 





     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT
IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND
NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii)
SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.



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



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



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



A-2









 





Form of Junior Subordinated Debt Security due 2037




of




LNB Bancorp, Inc.




     LNB Bancorp, Inc., a financial holding company incorporated in Ohio (the “Company”), for value
received promises to pay to Wells Fargo Bank, National Association, not in its individual capacity
but solely as Institutional Trustee for LNB Trust II, a Delaware statutory trust (the
“Securityholder”), or registered assigns, the principal sum of Ten Million Three Hundred Ten
Thousand Dollars ($10,310,000) on June 15, 2037 and to pay interest on said principal sum from May
9, 2007, or from the most recent interest payment date (each such date, an “Interest Payment Date”)
to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on March 15, June 15, September 15 and December 15 of each year commencing
September 15, 2007, at the rate of _______% (the “Fixed Rate”) per annum until June
15, 2017 (the “Fixed Rate Period”) and thereafter at a variable per annum rate equal to LIBOR (as defined in the Indenture) plus
1.48% (the “Variable Rate”) (“Interest Rate” is defined to include the Fixed Rate and the Variable Rate, as applicable) (provided, however, that the Interest Rate for any Interest Payment
Period may not exceed the highest rate permitted by New York law, as the same may be modified by
United States law of general applicability) until the principal hereof shall have become due and
payable, and on any overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of interest at an
annual rate equal to the Interest Rate in effect for each such Extension Period compounded
quarterly. The amount of interest payable on any Interest Payment Date shall be computed during the Fixed Rate Period on the
basis of a 360-day year of twelve 30-day months, and thereafter on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period.
Notwithstanding anything to the contrary contained herein, if any Interest Payment Date, other than
on the Maturity Date, any Redemption Date (to the extent redeemed) or the Special Redemption Date,
falls on a day that is not a Business Day, then any interest payable will be paid on, and such
Interest Payment Date will be moved to, the next succeeding Business Day, and additional interest
will accrue for each day that such payment is delayed as a result thereof. If the Maturity Date,
any Redemption Date or the Special Redemption Date falls on a day that is not a Business Day, then
the principal, premium, if any, and/or interest payable on such date will be paid on the next
succeeding Business Day, and no additional interest will accrue (except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately preceding Business
Day). The interest installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Debt Security (or one or more Predecessor Securities, as defined in said Indenture) is registered
at the close of business on the regular record date for such interest installment, except that
interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom
principal is paid. Any such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Securityholders on such regular record date and may
be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities)
is registered at the close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the registered Securityholders
not less than 10 days prior to such special record date, all as more fully provided



A-3









 







in the
Indenture. The principal of and interest on this Debt Security shall be payable at the office or
agency of the Trustee (or other Paying Agent appointed by the Company) maintained for that purpose
in any coin or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to the registered
Securityholder 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, the 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.



     Upon submission of Notice (as defined in the Indenture) and so long as no Event of Default
pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture has occurred and is
continuing, the Company shall have the right under the Indenture, from time to time and without
causing an Event of Default, to defer payments of interest on the Debt Securities by extending the
interest distribution 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 distribution period, an “Extension Period”), during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and payable). During any
Extension Period, interest will continue to accrue on the Debt Securities, and interest on such
accrued interest (such accrued interest and interest thereon referred to herein as “Deferred
Interest”) will accrue at 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 law. No Extension Period may end
on a date other than an Interest Payment Date. At the end of any such Extension Period the Company
shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided,
however, that no Extension Period may extend beyond the Maturity Date, Redemption Date (to
the extent redeemed) or Special Redemption Date; and provided, further, however,
during any such 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 or (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 the applicable Extension Period, (b) as a result of any exchange, reclassification,
combination 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



A-4









 







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
period, provided, that such period together with all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity
Date, Redemption Date (to the extent redeemed) or Special Redemption Date. Upon the termination of
any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but Deferred Interest shall
accrue upon each installment of interest that would otherwise have been due and payable during such
Extension Period until such installment is paid. The Company must give the Trustee notice of its
election to begin or extend an Extension Period (“Notice”) not later than the related regular
record date for the relevant Interest Payment Date. The Notice shall describe, in reasonable
detail, why the Company has elected to begin an Extension Period. The Notice shall acknowledge and
affirm the Company’s understanding that it is prohibited from issuing dividends and other
distributions during the Extension Period. Upon receipt of the Notice, an Initial Purchaser shall
have the right, at its sole discretion, to disclose the name of the Company, the fact that the
Company has elected to begin an Extension Period and other information that such Initial Purchaser,
at its sole discretion, deems relevant to the Company’s election to begin an Extension Period. The
Trustee shall give notice of the Company’s election to begin a new Extension Period to the
Securityholders.



     The indebtedness evidenced by this Debt Security is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness,
and this Debt Security is issued subject to the provisions of the Indenture with respect thereto.
Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Securityholder’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 Securityholder’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 Securityholder 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.



A-5









 





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



	 	 	 	 	 	 	 
	 	 	LNB Bancorp, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Dated:                                      
  , 2007




CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association, not in its

individual capacity but solely as the Trustee

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






Dated:                                      
  , 2007




A-6









 








[FORM OF REVERSE OF SECURITY]




     This Debt Security is one of a duly authorized series of Debt Securities of the Company, all
issued or to be issued pursuant to an Indenture (the “Indenture”), dated as of May 9, 2007, duly
executed and delivered between the Company and Wells Fargo Bank, National Association, as Trustee
(the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Debt Securities (referred to herein
as the “Debt Securities”) of which this Debt Security is a part. The summary of the terms of this
Debt Security contained herein does not purport to be complete and is qualified by reference to the
Indenture.



     Upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital
Treatment Event (each a “Special Event”), this Debt Security may become due and payable, in whole
or in part, at any time, within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event (the “Special Redemption Date”), as the case may be, at
the Special Redemption Price. In the event that the Special Redemption Date falls on a day after the Fixed Rate Period but prior
to the LIBOR Determination Date for any Interest Payment Period, then the Company shall be required
to pay to Securityholders, on the Business Day following such LIBOR Determination Date, any
additional amount of interest that would have been payable on the Special Redemption Date had the
amount of interest determined on such LIBOR Determination Date been known on the first day of such
Interest Payment Period. The Company shall also have the right to redeem this Debt Security at the
option of the Company, in whole or in part, on any March 15, June 15, September 15 or December 15
on or after June 15, 2017 (a “Redemption Date”), at the Redemption Price.



     Any redemption pursuant to the preceding paragraph will be made, subject to the receipt by the
Company of prior approval from any regulatory authority with jurisdiction over the Company if such
approval is then required under applicable capital guidelines or policies of such regulatory
authority, upon not less than 30 days’ nor more than 60 days’ notice. If the Debt Securities are
only partially redeemed by the Company, the Debt Securities will be redeemed pro rata or by
lot or by any other method utilized by the Trustee.



     “Redemption Price” means 100% of the principal amount of the Debt Securities being redeemed
plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of
a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such
Special Redemption Date is on or after June 15, 2017.



     “Special Redemption Price” means (1) if the Special Redemption Date is before June 15, 2017,
One Hundred Five Percent (105%) of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption and (2) if the Special Redemption Date is on or
after June 15, 2017, the Redemption Price for such Special Redemption Date.



     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 Securityholder
hereof upon the cancellation hereof.



A-7









 





     Upon the occurrence of an Event of Default pursuant to paragraphs (c), (e), (f) or (g), of
Section 5.01 of the Indenture, the principal of all of the Debt Securities may be declared, and in
certain cases shall ipso facto become, due and payable, and upon such acceleration shall become
due and payable, in the manner, with the effect and subject to the conditions provided in the
Indenture.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Debt Securities at the
time outstanding affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Securityholders; 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 that of the United States
that at the time of payment is legal tender for payment of public and private debts, or impair or
affect the right of any Securityholder to institute suit for the payment thereof, or (ii) reduce
the aforesaid percentage of Debt Securities, the holders of which are required to consent to any
such supplemental indenture. The Indenture also contains provisions permitting the holders of a
majority in aggregate principal amount of the Debt Securities at the time outstanding, on behalf of
all of the Securityholders, 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 registered
holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Securityholder and upon all future holders and owners of this Debt Security and
of any Debt Security issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is
made upon this Debt Security.



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



     As provided in the Indenture and subject to certain limitations herein and therein set forth,
this Debt Security is transferable by the registered holder hereof on the Debt Security Register of
the Company, upon surrender of this Debt Security for registration of transfer at the office or
agency of the Trustee in Wilmington, Delaware accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder
hereof or such Securityholder’s attorney duly authorized in writing, and thereupon one or



A-8









 







more new
Debt Securities of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be made
for any such registration of transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation thereto.



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



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



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



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



     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW).




A-9