trindentvi.htm


    


    


    


    


    


    HEARTLAND
      FINANCIAL USA, INC.,

    as
      Issuer

    


    


    


    


    


    


    INDENTURE

    Dated
      as of June 21, 2007

    


    


    


    WILMINGTON
      TRUST COMPANY,

    as
      Trustee

    


    


    


    


    FIXED/FLOATING
      RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

    


    


    DUE
      2037

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    Page

     

     

      	
              ARTICLE I. DEFINITIONS

            	
              1

               

            
	 	 
	 	
              Section 1.1

               

            	
              Definitions

               

            	
              1

               

            
	 	 	 	 
	
              ARTICLE II. DEBENTURES

               

            	
              8

               

            
	 	 	 	 
	 	
              Section 2.1.

               

            	
              Authentication and Dating

               

            	 
	 	
              Section 2.2.

               

            	
              Form of Trustee’s Certificate of Authentication

               

            	
              9

               

            
	 	
              Section 2.3.

               

            	
              Execution Debentures

               

            	
              9

               

            
	 	 Section
              2.4.        	
               Form
                and Denomination of Debentures    

               

            	                  
              9
	 	
              Section 2.5.

               

            	
              Exchange
                and Registration of Transfer of Debentures

               

            	
              10

               

            
	 	
              Section 2.6.

               

            	
              Mutilated, Destroyed, Lost or Stolen Debentures

               

            	
              12

               

            
	 	
              Section 2.7.

               

            	
              Temporary
                Debentures

               

            	
              12

               

            
	 	
              Section 2.8.

               

            	
              Payment of Interest and Additional Interest

               

            	
              13

               

            
	 	
              Section 2.9.

               

            	
              Cancellation of Debentures Paid, etc.

               

            	
              14

               

            
	 	
              Section 2.10.

               

            	
              Computation of Interest

               

            	
              14

               

            
	 	
              Section 2.11.

               

            	
              Extension of Interest Payment Period

               

            	
              16

               

            
	 	
              Section 2.12.

               

            	
              CUSIP Numbers

               

            	
              17

               

            
	 	 	 	 
	
              ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY

               

            	
              17

               

            
	 	 	 	 
	 	
              Section 3.1.

               

            	
              Payment of Principal, Premium and Interest; Agreed
                Treatment of the Debentures

               

            	
              17

               

            
	 	
              Section 3.2.

               

            	
              Offices for Notices and Payments, etc.

               

            	
              17

               

            
	 	
              Section 3.3.

               

            	
              Appointments to Fill Vacancies in Trustee’s Office 

               

            	
              18

               

            
	 	
              Section 3.4.

               

            	
              Provision as to Paying Agent

               

            	
              18

               

            
	 	
              Section 3.5.

               

            	
              Certificate to Trustee

               

            	
              19

               

            
	 	
              Section 3.6.

               

            	
              Additional Sums

               

            	
              19

               

            
	 	
              Section 3.7.

               

            	
              Compliance with Consolidation Provisions

               

            	
              19

               

            
	 	
              Section 3.8.

               

            	
              Limitation on Dividends

               

            	
              19

               

            
	 	
              Section 3.9.

               

            	
              Covenants as to the Trust

               

            	
              20

               

            
	 	
              Section 3.10.

               

            	
              Additional Junior Indebtedness

               

            	
              20

               

            
	 	
              Section 3.11.

               

            	
              Subsidiary; Insured Depository Institution

               

            	
              20

               

            
	 	 	 	 
	
              ARTICLE IV. SECURITYHOLDERS’ LISTS AND REPORTS BY THE
                COMPANY AND THE TRUSTEE

               

            	
              20

               

            
	 	 	 	 
	 	
              Section 4.1.

               

            	
              Securityholders’ Lists

               

            	
              20

               

            
	 	
              Section 4.2.

               

            	
              Preservation and Disclosure of Lists

               

            	
              21

               

            
	 	
              Section 4.3.

               

            	
              Reports by the Company

               

            	
              22

               

            
	 	 	 	 
	
              ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                UPON AN EVENT OF DEFAULT

               

            	
               

              22

               

            
	 	 	 	 
	 	
              Section 5.1.

               

            	
              Events of Default

               

            	
              22

               

            
	 	
              Section 5.2.

               

            	
              Payment of Debentures on Default; Suit Therefor

               

            	
              24

               

            
	 	
              Section 5.3.

               

            	
              Application of Moneys Collected by Trustee

               

            	
              25

               

            
	 	
              Section 5.4.

               

            	
              Proceedings by Securityholders

               

            	
              25

               

            
	 	
              Section 5.5.

               

            	
              Proceedings by Trustee

               

            	
              26

               

            
	 	
              Section 5.6.

               

            	
              Remedies Cumulative and Continuing; Delay or Omission
                Not
                a Waiver

               

            	
              26

               

            
	 	
              Section 5.7.

               

            	
              Direction of Proceedings and Waiver of Defaults
                by
                Majority of Securityholders

               

            	
               

              26

            
	 	
              Section 5.8.

               

            	
              Notice of Defaults

               

            	
              27

               

            
	 	
              Section 5.9.

               

            	
              Undertaking to Pay Costs

               

            	
              27

               

            
	 	 	 	 
	
              ARTICLE VI. CONCERNING THE TRUSTEE

               

            	
              27

               

            
	 	 
	 	
              Section 6.1.

               

            	
              Duties and Responsibilities of Trustee

               

            	
              27

               

            
	 	
              Section 6.2.

               

            	
              Reliance on Documents, Opinions, etc.

               

            	
              28

               

            
	 	
              Section 6.3.

               

            	
              No Responsibility for Recitals, etc.

               

            	
              29

               

            
	 	
              Section 6.4.

               

            	
              Trustee, Authenticating Agent, Paying Agents, Transfer
                Agents or Registrar May Own Debentures

               

            	
               

              29

            
	 	
              Section 6.5.

               

            	
              Moneys to be Held in Trust

               

            	
              30

               

            
	 	
              Section 6.6.

               

            	
              Compensation and Expenses of Trustee

               

            	
              30

               

            
	 	
              Section 6.7.

               

            	
              Officers' Certificate as Evidence

               

            	
              30

               

            
	 	
              Section 6.8.

               

            	
              Eligibility of Trustee

               

            	
              31

               

            
	 	
              Section 6.9.

               

            	
              Resignation or Removal of Trustee

               

            	
              31

               

            
	 	
              Section 6.10.

               

            	
              Acceptance of Successor Trustee

               

            	
              32

               

            
	 	
              Section 6.11.

               

            	
              Succession by Merger, etc

               

            	
              33

               

            
	 	
              Section 6.12.

               

            	
              Authenticating Agents

               

            	
              33

               

            
	 	 	 	 
	
              ARTICLE VII. CONCERNING THE SECURITYHOLDERS

               

            	
              34

               

            
	 	 	 	 
	 	
              Section 7.1.

               

            	
              Action by Securityholders

               

            	
              34

               

            
	 	
              Section 7.2.

               

            	
              Proof of Execution by Securityholders

               

            	
              34

               

            
	 	
              Section 7.3.

               

            	
              Who Are Deemed Absolute Owners

               

            	
              35

               

            
	 	
              Section 7.4.

               

            	
              Debentures Owned by Company Deemed Not Outstanding

               

            	
              35

               

            
	 	
              Section 7.5.

               

            	
              Revocation of Consents; Future Holders Bound

               

            	
              35

               

            
	 	 	 	 
	
              ARTICLE VIII. SECURITYHOLDERS’ MEETINGS

               

            	
              35

               

            
	 	 	 	 
	 	
              Section 8.1.

               

            	
              Purposes of Meetings

               

            	
              35

               

            
	 	
              Section 8.2.

               

            	
              Call of Meetings by Trustee

               

            	
              36

               

            
	 	
              Section 8.3.

               

            	
              Call of Meetings by Company or Securityholders

               

            	
              36

               

            
	 	
              Section 8.4.

               

            	
              Qualifications for Voting

               

            	
              36

               

            
	 	
              Section 8.5.

               

            	
              Regulations

               

            	
              36

               

            
	 	
              Section 8.6.

               

            	
              Voting

               

            	
              37

               

            
	 	
              Section 8.7.

               

            	
              Quorum; Actions

               

            	
              37

               

            
	 	 	 	 
	
              ARTICLE IX. SUPPLEMENTAL INDENTURES

               

            	
              38

               

            
	 	 	 	 
	 	
              Section 9.1.

               

            	
              Supplemental Indentures without Consent of
                Securityholders

               

            	
              38

               

            
	 	
              Section 9.2.

               

            	
              Supplemental Indentures with Consent of
                Securityholders

               

            	
              39

               

            
	 	
              Section 9.3.

               

            	
              Effect of Supplemental Indentures

               

            	
              40

               

            
	 	
              Section 9.4.

               

            	
              Notation on Debentures

               

            	
              40

               

            
	 	
              Section 9.5.

               

            	
              Evidence of Compliance of Supplemental Indenture
                to be
                Furnished to Trustee

               

            	
               

              40

            
	 	 	 	 
	
              ARTICLE X. REDEMPTION OF SECURITIES

               

            	
              40

               

            
	 	 	 	 
	 	
              Section 10.1.

               

            	
              Optional Redemption

               

            	
              40

               

            
	 	
              Section 10.2.

               

            	
              Special Event Redemption

               

            	
              40

               

            
	 	
              Section 10.3.

               

            	
              Notice of Redemption; Selection of Debentures

               

            	
              41

               

            
	 	
              Section 10.4.

               

            	
              Payment of Debentures Called for Redemption

               

            	
              41

               

            
	 	
              Section 10.5.

               

            	
              Make Whole

               

            	
              42

               

            
	 	 	 	 
	
              ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE
                AND
                LEASE

               

            	
              42

               

            
	 	 	 	 
	 	
              Section 11.1.

               

            	
              Company May Consolidate, etc., on Certain Terms

               

            	
              42

               

            
	 	
              Section 11.2.

               

            	
              Successor Entity to be Substituted

               

            	
              43

               

            
	 	
              Section 11.3.

               

            	
              Opinion of Counsel to be Given to Trustee

               

            	
              43

               

            
	 	 	 	 
	
              ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE

               

            	
              43

               

            
	 	 	 	 
	 	
              Section 12.1.

               

            	
              Discharge of Indenture

               

            	
              43

               

            
	 	
              Section 12.2.

               

            	
              Deposited Moneys to be Held in Trust by Trustee

               

            	
              44

               

            
	 	
              Section 12.3.

               

            	
              Paying Agent to Repay Moneys Held

               

            	
              44

               

            
	 	
              Section 12.4.

               

            	
              Return of Unclaimed Moneys

               

            	
              44

               

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

               

            	
              44

               

            
	 	 	 	 
	 	
              Section 13.1.

               

            	
              Indenture and Debentures Solely Corporate
                Obligations

               

            	
              44

               

            
	 	 	 	 
	
              ARTICLE XIV. MISCELLANEOUS PROVISIONS

               

            	
              45

               

            
	 	 	 	 
	 	
              Section 14.1.

               

            	
              Successors

               

            	
              45

               

            
	 	
              Section 14.2.

               

            	
              Official Acts by Successor Entity

               

            	
              45

               

            
	 	
              Section 14.3.

               

            	
              Surrender of Company Powers

               

            	
              45

               

            
	 	
              Section 14.4.

               

            	
              Addresses for Notices etc.

               

            	
              45

               

            
	 	
              Section 14.5

               

            	
              Governing Law

               

            	
              45

               

            
	 	
              Section 14.6.

               

            	
              Evidence of Compliance with Conditions Precedent

               

            	
              45

               

            
	 	
              Section 14.7.

               

            	
              Table of Contents, Headings, etc.

               

            	
              46

               

            
	 	
              Section 14.8.

               

            	
              Execution in Counterparts

               

            	
              46

               

            
	 	
              Section 14.9.

               

            	
              Separability

               

            	
              46

               

            
	 	
              Section.14.10.

               

            	
              Assignment

               

            	
              46

               

            
	 	
              Section 14.11. 

               

            	
              Acknowledgment of Rights

               

            	
              46

               

            
	 	 	 	 
	
              ARTICLE XV. SUBORDINATION OF DEBENTURES

               

            	
              46

               

            
	 	 	 	 
	 	
              Section 15.1.

               

            	
              Agreement to Subordinate

               

            	
              46

               

            
	 	
              Section 15.2.

               

            	
              Default on Senior Indebtedness

               

            	
              47

               

            
	 	
              Section 15.3.

               

            	
              Liquidation, Dissolution, Bankruptcy

               

            	
              47

               

            
	 	
              Section 15.4.

               

            	
              Subrogation

               

            	
              48

               

            
	 	
              Section 15.5.

               

            	
              Trustee to Effectuate Subordination

               

            	
              49

               

            
	 	
              Section 15.6.

               

            	
              Notice by the Company

               

            	
              49

               

            
	 	
              Section 15.7.

               

            	
              Rights of the Trustee; Holders of Senior
                Indebtedness

               

            	
              50

               

            
	 	
              Section 15.8.

               

            	
              Subordination May Not Be Impaired.

               

            	
              50

               

            


    

     

     Exhibit
      A                     Form
      of Fixed/Floating Rate Junior Subordinated Deferrable Interest
      Debenture

     
      Exhibit
      B                      Form
      of Certificate to Trustee

     
      Exhibit
      C                      Form
      of Quarterly Report

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      INDENTURE, dated as of June 21, 2007, between Heartland Financial USA,
      Inc., a Delaware corporation (the “Company”), and Wilmington Trust
      Company, a Delaware banking corporation, as debenture trustee (the
“Trustee”).

     

    WITNESSETH:

     

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

     

    WHEREAS,
      all acts and things necessary to make this Indenture a valid agreement according
      to its terms, have been done and performed;

     

    NOW,
      THEREFORE, This Indenture Witnesseth:

     

    In
      consideration of the premises, and the purchase of the Debentures 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
      Debentures as follows:

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    Section
      1.1.  Definitions.  

     

    The
      terms
      defined in this Section 1.1 (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 1.1.  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.

     

    “Acceleration
      Event of Default” means an Event of Default under Section 5.1(a), (d), (e)
      or (f), whatever the reason for such Acceleration Event of Default and whether
      it shall be voluntary or involuntary or be effected by operation of law or
      pursuant to any judgment, decree or order of any court or any order, rule or
      regulation of any administrative or governmental body.

     

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

     

    “Additional
      Junior Indebtedness” means, without duplication and other than the
      Debentures, any indebtedness, liabilities or obligations of the Company, or
      any
      Subsidiary of the Company, under debt securities (or guarantees in respect
      of
      debt securities) initially issued after the date of this Indenture to any trust,
      or a trustee of a trust, partnership or other entity affiliated with the Company
      that is, directly or indirectly, a finance subsidiary (as such term is defined
      in Rule 3a-5 under the Investment Company Act of 1940) or other financing
      vehicle of the Company or any Subsidiary of the Company in connection with
      the
      issuance by that entity of preferred securities or other securities that are
      eligible to qualify for Tier 1 capital treatment (or its then equivalent)
      for purposes of the capital adequacy guidelines of the Federal Reserve, as
      then
      in effect and applicable to the Company (or, if the Company is not a bank
      holding company, such guidelines applied to the Company as if the Company were
      subject to such guidelines); provided, however, that the inability
      of the Company to treat all or any portion of the Additional Junior Indebtedness
      as Tier 1 capital shall not disqualify it as Additional Junior Indebtedness
      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 now or may hereafter accord Tier 1
      capital treatment (including the Debentures) in excess of the amount which
      may
      qualify for treatment as Tier 1 capital under applicable capital adequacy
      guidelines.

     

    “Additional
      Sums” has the meaning set forth in Section 3.6.

     

    “Affiliate”
      has the same meaning as given to that term in Rule 405 of the Securities
      Act or any successor rule thereunder.

     

    “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 New York City or Wilmington, Delaware are permitted
      or
      required by any applicable law or executive order to close.

     

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

     

    “Capital
      Securities Guarantee” means the guarantee agreement that the Company enters
      into with Wilmington Trust Company, as guarantee trustee, 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 the occurrence of any amendment to, or change (including any announced
      prospective 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 Debentures, there is more than an insubstantial risk that the
      Company will not, within 90 days of the date of such opinion, be entitled to
      treat an amount equal to the aggregate liquidation amount of the Capital
      Securities as “Tier 1 Capital” (or its then equivalent) for purposes of the
      capital adequacy guidelines of the Federal Reserve, as then in effect and
      applicable to the Company (or if the Company is not a bank holding company
      or
      otherwise is not subject to the Federal Reserve’s risk-based capital adequacy
      guidelines, such guidelines applied to the Company as if the Company were
      subject to such guidelines); provided, however, that the inability
      of the Company to treat all or any portion of the liquidation amount of the
      Capital Securities as Tier l 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;
providedfurther, however, that the distribution of
      Debentures in connection with the liquidation of the Trust shall not in and
      of
      itself constitute a Capital Treatment Event unless such liquidation shall have
      occurred in connection with a Tax Event or an Investment Company
      Event.

     

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

     

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

     

    “Company”
      means Heartland Financial USA, Inc., a Delaware corporation, and, subject to
      the
      provisions of Article XI, shall include its successors and
      assigns.

     

    “Comparable
      Treasury Issue” means with respect to any Special Redemption Date the United
      States Treasury security selected by the Quotation Agent as having a maturity
      comparable to the No Call Period Remaining Life that would be utilized, at
      the
      time of selection and in accordance with customary financial practice, in
      pricing new issues of corporate debt securities of comparable maturity to the
      No
      Call Period Remaining Life.  If no United States Treasury security has
      a maturity which is within a period from three months before to three months
      after the Interest Payment Date in June 2012, the two most closely corresponding
      fixed, non-callable United States Treasury securities, as selected by the
      Quotation Agent, shall be used as the Comparable Treasury Issue, and the
      Treasury Rate shall be interpolated or extrapolated on a straight-line basis,
      rounding to the nearest month using such securities.

     

    “Comparable
      Treasury Price” means (a) the average of five Reference Treasury Dealer
      Quotations for such Special Redemption Date, after excluding the highest and
      lowest such Reference Treasury Dealer Quotations, or (b) if the Quotation Agent
      obtains fewer than five such Reference Treasury Dealer Quotations, the average
      of all such Quotations.

     

    “Coupon
      Rate” has the meaning set forth in Section 2.8.

     

    “Debenture”
      or “Debentures” has the meaning stated in the first recital of this
      Indenture.

     

    “Debenture
      Register” has the meaning specified in Section 2.5.

     

    “Declaration”
      means the Amended and Restated Declaration of Trust of the Trust, 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 2.8.

     

    “Determining
      Swap Rate” has the meaning set forth in Section 10.5.

     

    “Distribution
      Period” means (i) with respect to interest paid on the first Interest
      Payment Date, the period beginning on (and including) the date of original
      issuance and ending on (but excluding) the Interest Payment Date in September
      2007 and (ii) thereafter, with respect to interest paid on each successive
      Interest Payment Date, the period beginning on (and including) the preceding
      Interest Payment Date and ending on (but excluding) such current Interest
      Payment Date.

     

    “Determination
      Date” has the meaning set forth in Section 2.10.

     

    “Event
      of Default” means any event specified in Section 5.1, continued for the
      period of time, if any, and after the giving of the notice, if any, therein
      designated.

     

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

     

    “Federal
      Reserve” means the Board of Governors of the Federal Reserve System, or its
      designated district bank, as applicable, and any successor federal agency that
      is primarily responsible for regulating the activities of bank holding
      companies.

     

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

     

    “Initial
      Swap Rate” has the meaning set forth in Section 10.5.

     

    “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 during the term of this Indenture, or if such day
      is not a Business Day, then the next succeeding Business Day (it being
      understood that interest accrues for any such non-Business Day, beginning on
      or
      after June 15, 2017), commencing in September 2007.

     

    “Interest
      Rate” means for the Distribution Period beginning on (and including) the
      date of original issuance and ending on (but excluding) the Interest Payment
      Date in June 2017 the rate per annum of 6.746%, and for each Distribution Period
      beginning on or after the Interest Payment Date in June 2017, the Coupon Rate
      for such Distribution Period.

     

    “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 the
      occurrence of a change in law or regulation or written change (including any
      announced prospective 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 issuance of the
      Debentures.

     

    “Liquidation
      Amount” means the stated amount of $1,000.00 per Trust
      Security.

     

    “Maturity
      Date” means September 15, 2037.

     

    “No
      Call Period Remaining Life” means, with respect to any Debenture, the period
      from the Special Redemption Date for such Debenture to the Interest Payment
      Date
      in June 2012.

     

    “Officers’
      Certificate” means a certificate signed by the Chairman of the Board, the
      Chief Executive Officer, the Vice Chairman, the President, any Managing Director
      or any Vice President, and by 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 14.6 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 14.6 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.

     

    The
      term
“outstanding,” when used with reference to Debentures, means, subject to
      the provisions of Section 7.4, as of any particular time, all Debentures
      authenticated and delivered by the Trustee or the Authenticating Agent under
      this Indenture, except:

     

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

     

    (b)           Debentures,
      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, however, that, if such Debentures, or portions
      thereof, are to be redeemed prior to maturity thereof, notice of such redemption
      shall have been given as provided in Section 10.3 or provision satisfactory
      to the Trustee shall have been made for giving such notice; and

     

    (c)           Debentures
      paid pursuant to Section 2.6 or in lieu of or in substitution for which
      other Debentures shall have been authenticated and delivered pursuant to the
      terms of Section 2.6 unless proof satisfactory to the Company and the
      Trustee is presented that any such Debentures are held by bona fide holders
      in
      due course.

     

    “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 Debenture means every previous Debenture
      evidencing all or a portion of the same debt as that evidenced by such
      particular Debenture; and, for purposes of this definition, any Debenture
      authenticated and delivered under Section 2.6 in lieu of a lost, destroyed
      or stolen Debenture shall be deemed to evidence the same debt as the lost,
      destroyed or stolen Debenture.

     

    “Primary
      Treasury Dealer” means either a nationally recognized primary United States
      Government securities dealer or an entity of recognized standing in matters
      pertaining to the quotation of treasury securities that is reasonably acceptable
      to the Company and the Trustee.

     

    “Principal
      Office of the Trustee,” or other similar term, means the office of the
      Trustee, at which at any particular time its corporate trust business shall
      be
      principally administered, which at the time of the execution of this Indenture
      shall be Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware  19890-1600, Attention: Corporate Trust
      Administration.

     

    “Quotation
      Agent” means a designee of the Institutional Trustee who shall be a Primary
      Treasury Dealer.

     

    “Redemption
      Date” has the meaning set forth in Section 10.1.

     

    “Redemption
      Price” means 100% of the principal amount of the Debentures being redeemed,
      plus accrued and unpaid interest (including any Additional Interest) on such
      Debentures to the Redemption Date.

     

    “Reference
      Treasury Dealer” means (i) the Quotation Agent and (ii) any other Primary
      Treasury Dealer selected by the Trustee after consultation with the
      Company.

     

    “Reference
      Treasury Dealer Quotations” means, with respect to each Reference Treasury
      Dealer and any Redemption Date, the average, as determined by the Quotation
      Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed
      in each case as a percentage of its principal amount) quoted in writing to
      the
      Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City
      time, on the third Business Day preceding such Redemption Date.

     

    “Responsible
      Officer” means, with respect to the Trustee, any officer within the
      Principal Office of the Trustee, 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 Trust
      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.

     

    “Reuters
      Page LIBOR01” has the meaning set forth in Section 2.10.

     

    “Securities
      Act” means the Securities Act of 1933, as amended from time to time or any
      successor legislation.

     

    “Securityholder,”
      “holder of Debentures,” or other similar terms, means any Person in whose name
      at the time a particular Debenture is registered on the register kept by the
      Company or the Trustee for that purpose in accordance with the terms
      hereof.

     

    “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 all borrowed and purchased money 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; (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 Company associated with derivative products such
      as interest and foreign exchange rate contracts, commodity contracts, and
      similar arrangements; (vi) all obligations of the type referred to in
      clauses (i) through (v) above of other Persons for the payment of which the
      Company is responsible or liable as obligor, guarantor or otherwise including,
      without limitation, similar obligations arising from off-balance sheet
      guarantees and direct credit substitutes; and (vii) all obligations of the
      type referred to in clauses (i) through (vi) 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.  Notwithstanding the
      foregoing, “Senior Indebtedness” shall not include (1) any Additional
      Junior Indebtedness, (2) Debentures issued pursuant to this Indenture and
      guarantees in respect of such Debentures, (3) trade accounts payable of the
      Company arising in the ordinary course of business (such trade accounts payable
      being pari passu in right of payment to the Debentures), or (4)
      obligations with respect to which (a) in the instrument creating or evidencing
      the same or pursuant to which the same is outstanding, it is provided that
      such
      obligations are pari passu, junior or otherwise not superior in right
      of payment to the Debentures and (b) the Company, prior to the issuance thereof,
      has notified (and, if then required under the applicable guidelines of the
      regulating entity, has received approval from) the Federal Reserve (if the
      Company is a bank holding company) or the OTS (if the Company is a savings
      and
      loan holding company).  Senior Indebtedness shall continue to be
      Senior Indebtedness and be entitled to the subordination provisions irrespective
      of any amendment, modification or waiver of any term of such Senior
      Indebtedness.

     

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

     

                   
      “Special Redemption Date” has the meaning set forth in Section
      10.2

     

    “Special
      Redemption Price” means (a) if the Special Redemption Date occurs
      before the Interest Payment Date in June 2012, the greater of (i) 107.5% of
      the principal amount of the Debentures, plus accrued and unpaid interest
      (including Additional Interest) on the Debentures to the Special Redemption
      Date, or (ii) as determined by the Quotation Agent, (A) the sum of the
      present values of the scheduled payments of principal and interest on the
      Debentures during the No Call Period Remaining Life of the Debentures (assuming
      the Debentures matured on the Interest Payment Date in June 2012) discounted
      to
      the Special Redemption Date on a quarterly basis (assuming a 360-day year
      consisting of twelve 30-day months) at the Treasury Rate, plus (B) accrued
      and unpaid interest (including Additional Interest) on the Debentures to such
      Special Redemption Date, or (b) if the Special Redemption Date occurs on or
      after the Interest Payment Date in June 2012, 100% of the principal amount
      of
      the Debentures being redeemed, plus accrued and unpaid interest (including
      any
      Additional Interest) on such Debentures to the 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.

     

    “Swap
      Redemption Price” has the meaning set forth in
      Section 10.5.

     

    “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, field service advice, regulatory procedure, notice or
      announcement, including any notice or announcement of intent to adopt such
      procedures or regulations) (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 Debentures, 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 Debentures;
      (ii) interest payable by the Company on the Debentures 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 more than a de minimis amount of other taxes, duties or
      other governmental charges.

     

    “3-Month
      LIBOR” has the meaning set forth in Section 2.10.

     

    “Treasury
      Rate” means (i) the yield, under the heading which represents the average
      for the week immediately prior to the date of calculation, appearing in the
      most
      recently published statistical release designated H.15 (519) or any successor
      publication which is published weekly by the Federal Reserve and which
      establishes yields on actively traded United States Treasury securities adjusted
      to constant maturity under the caption “Treasury Constant Maturities,” for the
      maturity corresponding to the No Call Period Remaining Life (if no maturity
      is
      within three months before or after the No Call Period Remaining Life, yields
      for the two published maturities most closely corresponding to the No Call
      Period Remaining Life shall be determined and the Treasury Rate shall be
      interpolated or extrapolated from such yields on a straight-line basis, rounding
      to the nearest month) or (ii) if such release (or any successor release) is
      not
      published during the week preceding the calculation date or does not contain
      such yields, the rate per annum equal to the semi-annual equivalent yield to
      maturity of the Comparable Treasury Issue, calculated using a price for the
      Comparable Treasury Issue (expressed as a percentage of its principal amount)
      equal to the Comparable Treasury Price for such Special Redemption
      Date.  The Treasury Rate shall be calculated by the Quotation Agent on
      the third Business Day preceding the Special Redemption Date.

     

    “Trust”
      shall mean Heartland Financial Statutory Trust VI, a Delaware statutory
      trust, or any other similar trust created for the purpose of issuing Capital
      Securities in connection with the issuance of Debentures under this Indenture,
      of which the Company is the sponsor.

     

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

     

    “Trustee”
      means Wilmington Trust Company, and, subject to the provisions of
      Article VI hereof, shall also include its successors and assigns as Trustee
      hereunder.

     

    ARTICLE
      II.

     

    DEBENTURES

     

    Section
      2.1.  Authentication
      and Dating.  

     

    Upon
      the
      execution and delivery of this Indenture, or from time to time thereafter,
      Debentures in an aggregate principal amount not in excess of $20,619,000.00
      may
      be executed and delivered by the Company to the Trustee for authentication,
      and
      the Trustee, upon receipt of a written authentication order from the Company,
      shall thereupon authenticate and make available for delivery said Debentures
      to
      or upon the written order of the Company, signed by its Chairman of the Board
      of
      Directors, Chief Executive Officer, Vice Chairman, the President, one of its
      Managing Directors or one of its Vice Presidents without any further action
      by
      the Company hereunder.  Notwithstanding anything to the contrary
      contained herein, the Trustee shall be fully protected in relying upon the
      aforementioned authentication order and written order in authenticating and
      delivering said Debentures.  In authenticating such Debentures, and
      accepting the additional responsibilities under this Indenture in relation
      to
      such Debentures, the Trustee shall be entitled to receive, and (subject to
      Section 6.1) shall be fully protected in relying upon:

     

    (a)  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 of the Company, as
      the
      case may be; and

     

    (b)  an
      Opinion of Counsel prepared in accordance with Section 14.6 which shall
      also state:

     

    (1)  that
      such
      Debentures, when authenticated and delivered by the Trustee and issued by the
      Company in each case in the manner and subject to any conditions specified
      in
      such Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company, subject to or limited by applicable bankruptcy, insolvency,
      reorganization, conservatorship, receivership, moratorium and other statutory
      or
      decisional laws relating to or affecting creditors’ rights or the reorganization
      of financial institutions (including, without limitation, preference and
      fraudulent conveyance or transfer laws), heretofore or hereafter enacted or
      in
      effect, affecting the rights of creditors generally; and

     

    (2)  that
      all
      laws and requirements in respect of the execution and delivery by the Company
      of
      the Debentures have been complied with and that authentication and delivery
      of
      the Debentures by the Trustee will not violate the terms of this
      Indenture.

     

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

     

    The
      definitive Debentures 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 Debentures, as evidenced by their execution of
      such
      Debentures.

     

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

     

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

     

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

     

    WILMINGTON
      TRUST COMPANY, as Trustee

     

    By                                                                

    Authorized
      Signer

     

    Section
      2.3.  Form
      and Denomination of Debentures.  

     

    The
      Debentures shall be substantially in the form of Exhibit A attached
      hereto.  The Debentures shall be in registered, certificated form
      without coupons and in minimum denominations of $100,000.00 and any multiple
      of
      $1,000.00 in excess thereof.  Any attempted transfer of the Debentures
      in a block having an aggregate principal amount of less than $100,000.00 shall
      be deemed to be void and of no legal effect whatsoever.  Any such
      purported transferee shall be deemed not to be a holder of such Debentures
      for
      any purpose, including, but not limited to the receipt of payments on such
      Debentures, and such purported transferee shall be deemed to have no interest
      whatsoever in such Debentures.  The Debentures 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
      2.4.  Execution
      of Debentures.  

     

    The
      Debentures 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, Chief
      Executive Officer, Vice Chairman, President, one of its Managing Directors
      or
      one of its Executive Vice Presidents, Senior Vice Presidents or Vice
      Presidents.  Only such Debentures 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
      signer, 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 Debenture executed by the Company shall be
      conclusive evidence that the Debenture so authenticated has been duly
      authenticated and delivered hereunder and that the holder is entitled to the
      benefits of this Indenture.

     

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

     

    Every
      Debenture shall be dated the date of its authentication.

     

    Section
      2.5.  Exchange
      and Registration of Transfer of
      Debentures.  

     

    The
      Company shall cause to be kept, at the office or agency maintained for the
      purpose of registration of transfer and for exchange as provided in
      Section 3.2, a register (the “Debenture Register”) for the
      Debentures issued hereunder in which, subject to such reasonable regulations
      as
      it may prescribe, the Company shall provide for the registration and transfer
      of
      all Debentures as in this Article II provided.  The Debenture
      Register shall be in written form or in any other form capable of being
      converted into written form within a reasonable time.

     

    Debentures
      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 3.2, 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 Debenture
      or Debentures which the Securityholder making the exchange shall be entitled
      to
      receive.  Upon due presentment for registration of transfer of any
      Debenture at the Principal Office of the Trustee or at any office or agency
      of
      the Company maintained for such purpose as provided in Section 3.2, 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 Debenture for a like
      aggregate principal amount.  Registration or registration of transfer
      of any Debenture by the Trustee or by any agent of the Company appointed
      pursuant to Section 3.2, and delivery of such Debenture, shall be deemed to
      complete the registration or registration of transfer of such
      Debenture.

     

    All
      Debentures 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 the Trustee or the
      Authenticating Agent duly executed by the holder or his attorney duly authorized
      in writing.

     

    No
      service charge shall be made for any exchange or registration of transfer of
      Debentures, 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 Debenture for a period of 15 days next preceding the date of
      selection of Debentures for redemption.

     

    Notwithstanding
      anything herein to the contrary, Debentures may not be transferred except in
      compliance with the restricted securities legend set forth below, unless
      otherwise determined by the Company, upon the advice of counsel expert in
      securities law, in accordance with applicable law:

     

    THIS
      SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED
      STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
      INSURANCE CORPORATION.

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW.  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 AND ANY APPLICABLE STATE SECURITIES
      LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
      OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
      (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
      UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
      NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
      RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
      (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
      SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
      ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
      INSTITUTIONAL 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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 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 THE SECURITIES OR
      ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR 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 THE SECURITIES OR ANY INTEREST
      THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF
      THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
      SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL
      NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
      SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
      ADMINISTRATIVE EXEMPTION.

     

    THIS
      SECURITY WILL BE ISSUED AND MAY BE
      TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS
      THAN
      $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY
      ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL
      AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
      EFFECT WHATSOEVER.

     

    THE
      HOLDER OF THIS SECURITY AGREES THAT
      IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

     

    Section
      2.6.  Mutilated,
      Destroyed, Lost or Stolen Debentures.  

     

    In
      case
      any Debenture 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 Debenture bearing a number not contemporaneously
      outstanding, in exchange and substitution for the mutilated Debenture, or in
      lieu of and in substitution for the Debenture so destroyed, lost or
      stolen.  In every case the applicant for a substituted Debenture 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 Debenture and of the ownership thereof.

     

    The
      Trustee may authenticate any such substituted Debenture and deliver the same
      upon the written request or authorization of any officer of the
      Company.  Upon the issuance of any substituted Debenture, the Company
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses connected therewith.  In case any Debenture 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 Debenture, pay or authorize the payment of the same (without
      surrender thereof except in the case of a mutilated Debenture) 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 Debenture and of the ownership
      thereof.

     

    Every
      substituted Debenture issued pursuant to the provisions of this Section 2.6
      by virtue of the fact that any such Debenture is destroyed, lost or stolen
      shall
      constitute an additional contractual obligation of the Company, whether or
      not
      the destroyed, lost or stolen Debenture 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 Debentures duly issued hereunder.  All Debentures
      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 Debentures 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
      2.7.  Temporary
      Debentures.  

     

    Pending
      the preparation of definitive Debentures, the Company may execute and the
      Trustee shall authenticate and make available for delivery temporary Debentures
      that are typed, printed or lithographed.  Temporary Debentures shall
      be issuable in any authorized denomination, and substantially in the form of
      the
      definitive Debentures in lieu of which they are issued but with such omissions,
      insertions and variations as may be appropriate for temporary Debentures, all
      as
      may be determined by the Company.  Every such temporary Debenture
      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 Debentures.  Without unreasonable delay the Company
      will execute and deliver to the Trustee or the Authenticating Agent definitive
      Debentures and thereupon any or all temporary Debentures may be surrendered
      in
      exchange therefor, at the principal corporate trust office of the Trustee or
      at
      any office or agency maintained by the Company for such purpose as provided
      in
      Section 3.2, and the Trustee or the Authenticating Agent shall authenticate
      and make available for delivery in exchange for such temporary Debentures a
      like
      aggregate principal amount of such definitive Debentures.  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 Debentures shall in all
      respects be entitled to the same benefits under this Indenture as definitive
      Debentures authenticated and delivered hereunder.

     

    Section
      2.8.  Payment
      of Interest and Additional Interest.  

     

    Interest
      at the Interest Rate and any Additional Interest on any Debenture that is
      payable, and is punctually paid or duly provided for, on any Interest Payment
      Date for Debentures shall be paid to the Person in whose name said Debenture
      (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 Additional Interest payable on the Maturity Date shall be paid to the Person
      to whom principal is paid.

     

    Each
      Debenture shall bear interest for the period beginning on (and including) the
      date of original issuance and ending on (but excluding) the Interest Payment
      Date in June 2017 at a rate per annum of 6.746%, and shall bear interest for
      each successive Distribution Period beginning on or after the Interest Payment
      Date in June 2017 at a rate per annum equal to the 3-Month LIBOR, determined
      as
      described in Section 2.10, plus 1.48% (the “Coupon Rate”), applied
      to the principal amount thereof, until the principal thereof becomes due and
      payable, and on any overdue principal and to the extent that payment of such
      interest is enforceable under applicable law (without duplication) on any
      overdue installment of interest (including Additional Interest) at the Interest
      Rate in effect for each applicable period compounded
      quarterly.  Interest shall be payable (subject to any relevant
      Extension Period) quarterly in arrears on each Interest Payment Date with the
      first installment of interest to be paid on the Interest Payment Date in
      September 2007.

     

    Any
      interest on any Debenture, including Additional Interest, that is payable,
      but
      is not punctually paid or duly provided for, on any Interest Payment Date
      (herein called “Defaulted Interest”) shall forthwith cease to be payable
      to the registered holder on the relevant regular record date by virtue of having
      been such holder; and such Defaulted Interest shall be paid by the Company
      to
      the Persons in whose names such Debentures (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 at least 25 days prior
      to the date of the proposed payment of the amount of Defaulted Interest proposed
      to be paid on each such Debenture and the date of the proposed payment, and
      at
      the same time the Company shall deposit with the Trustee an amount of money
      equal to the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such deposit
      prior to the date of the proposed payment, such money when deposited to be
      held
      in trust for the benefit of the Persons entitled to such Defaulted Interest
      as
      in this clause provided.  Thereupon the Trustee shall fix a special
      record date for the payment of such Defaulted Interest which shall not be more
      than 15 nor less than 10 days prior to the date of the proposed payment and
      not
      less than 10 days after the receipt by the Trustee of the notice of the proposed
      payment.  The Trustee shall promptly notify the Company of such
      special record date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the special
      record date therefor to be mailed, first class postage prepaid, to each
      Securityholder at its address as it appears in the Debenture Register, not
      less
      than 10 days prior to such special record date.  Notice of the
      proposed payment of such Defaulted Interest and the special record date therefor
      having been mailed as aforesaid, such Defaulted Interest shall be paid to the
      Persons in whose names such Debentures (or their respective Predecessor
      Securities) are registered on such special record date and shall be no longer
      payable.

     

    The
      Company may make payment of any Defaulted Interest on any Debentures in any
      other lawful manner after notice given by the Company to the Trustee of the
      proposed payment method; provided, however, the Trustee in its
      sole discretion deems such payment method to be practical.

     

    Any
      interest (including Additional 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 Debentures.

     

    The
      term
“regular record date” as used in this Section shall mean the close of business
      on the 15th Business Day preceding the applicable Interest Payment
      Date.

     

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

     

    Section
      2.9.  Cancellation
      of Debentures Paid, etc.  

     

    All
      Debentures 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 Debentures shall be issued in lieu thereof except as
      expressly permitted by any of the provisions of this Indenture.  All
      Debentures canceled by any Authenticating Agent shall be delivered to the
      Trustee.  The Trustee shall destroy all canceled Debentures unless the
      Company otherwise directs the Trustee in writing.  If the Company
      shall acquire any of the Debentures, however, such acquisition shall not operate
      as a redemption or satisfaction of the indebtedness represented by such
      Debentures unless and until the same are surrendered to the Trustee for
      cancellation.

     

    Section
      2.10.  Computation
      of Interest.  

     

    The
      amount of interest payable (i) for any Distribution Period commencing on or
      after the date of original issuance but before the Interest Payment Date in
      June
      2017 will be computed on the basis of a 360-day year of twelve 30-day months,
      and (ii) for the Distribution Period commencing on the Interest Payment
      Date in June 2017 and each succeeding Distribution Period will be calculated
      by
      applying the Interest Rate to the principal amount outstanding at the
      commencement of the Distribution Period on the basis of the actual number of
      days in the Distribution Period concerned divided by 360.  All
      percentages resulting from any calculations on the Debentures will be rounded,
      if necessary, to the nearest one hundred-thousandth of a percentage point,
      with
      five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
      .09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts
      used
      in or resulting from such calculation will be rounded to the nearest cent (with
      one-half cent being rounded upward)).

     

    (a)  “3-Month
      LIBOR” means the London interbank offered interest rate for three-month,
      U.S. dollar deposits determined by the Trustee in the following order of
      priority:

     

    (1)           the
      rate (expressed as a percentage per annum) for U.S. dollar deposits having
      a
      three-month maturity that appears on Reuters Page LIBOR01 as of 11:00 a.m.
      (London time) on the related Determination Date (as defined
      below).  “Reuters Page LIBOR01” means the display designated as
“LIBOR01” on Reuters or such other page as may replace Reuters Page LIBOR01 on
      that service or such other service or services as may be nominated by the
      British Bankers’ Association as the information vendor for the purpose of
      displaying London interbank offered rates for U.S. dollar deposits;

     

    (2)           if
      such rate cannot be identified on the related Determination Date, the Trustee
      will request the principal London offices of four leading banks in the London
      interbank market to provide such banks’ offered quotations (expressed as
      percentages per annum) to prime banks in the London interbank market for U.S.
      dollar deposits having a three-month maturity as of 11:00 a.m. (London
      time) on such Determination Date.  If at least two quotations are
      provided, 3-Month LIBOR will be the arithmetic mean of such
      quotations;

     

    (3)           if
      fewer than two such quotations are provided as requested in clause (2)
      above, the Trustee will request four major New York City banks to provide such
      banks’ offered quotations (expressed as percentages per annum) to leading
      European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on
      such Determination Date.  If at least two such quotations are
      provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
      and

     

    (4)           if
      fewer than two such quotations are provided as requested in clause (3)
      above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
      Distribution Period immediately preceding such current Distribution
      Period.

     

    If
      the
      rate for U.S. dollar deposits having a three-month maturity that initially
      appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
      related Determination Date is superseded on the Reuters Page LIBOR01 by a
      corrected rate by 12:00 noon (London time) on such Determination Date, then
      the corrected rate as so substituted on the applicable page will be the
      applicable 3-Month LIBOR for such Determination Date.

     

    (b)           The
      Interest Rate for any Distribution Period will at no time be higher than the
      maximum rate then permitted by New York law as the same may be modified by
      United States law.

     

    (c)  “Determination
      Date” means the date that is two London Banking Days (i.e., a business day
      in which dealings in deposits in U.S. dollars are transacted in the London
      interbank market) preceding the particular Distribution Period for which a
      Coupon Rate is being determined.

     

    (d)  The
      Trustee shall notify the Company, the Institutional Trustee and any securities
      exchange or interdealer quotation system on which the Capital Securities are
      listed, of the Coupon Rate and the Determination Date for each Distribution
      Period, in each case as soon as practicable after the determination thereof
      but
      in no event later than the thirtieth (30th) day of the relevant Distribution
      Period.  Failure to notify the Company, the Institutional Trustee or
      any securities exchange or interdealer quotation system, or any defect in said
      notice, shall not affect the obligation of the Company to make payment on the
      Debentures at the applicable Coupon Rate.  Any error in the
      calculation of the Coupon Rate by the Trustee may be corrected at any time
      by
      notice delivered as above provided.  Upon the request of a holder of a
      Debenture, the Trustee shall provide the Coupon Rate then in effect and, if
      determined, the Coupon Rate for the next Distribution Period.

     

    (e)  Subject
      to the corrective rights set forth above, all certificates, communications,
      opinions, determinations, calculations, quotations and decisions given,
      expressed, made or obtained for the purposes of the provisions relating to
      the
      payment and calculation of interest on the Debentures and distributions on
      the
      Capital Securities by the Trustee or the Institutional Trustee will (in the
      absence of willful default, bad faith and manifest error) be final, conclusive
      and binding on the Trust, the Company and all of the holders of the Debentures
      and the Capital Securities, and no liability shall (in the absence of willful
      default, bad faith or manifest error) attach to the Trustee or the Institutional
      Trustee in connection with the exercise or non-exercise by either of them or
      their respective powers, duties and discretion.

     

    Section
      2.11.  Extension
      of Interest Payment Period.  

     

    So
      long
      as no Acceleration Event of Default has occurred and is continuing, the Company
      shall have the right, from time to time, and without causing an Event of
      Default, to defer payments of interest on the Debentures by extending the
      interest payment period on the Debentures at any time and from time to time
      during the term of the Debentures, for up to 20 consecutive quarterly
      periods (each such extended interest payment period, an “Extension
      Period”), during which Extension Period no interest (including Additional
      Interest) shall be due and payable (except any Additional Sums that may be
      due
      and payable).  No Extension Period may end on a date other than an
      Interest Payment Date.  During an Extension Period, interest will
      continue to accrue on the Debentures, and interest on such accrued interest
      will
      accrue at an annual rate equal to the Interest Rate in effect for such Extension
      Period, compounded quarterly from the date such interest would have been payable
      were it not for the Extension Period, to the extent permitted by law (such
      interest referred to herein as “Additional Interest”).  At the
      end of any such Extension Period the Company shall pay all interest then accrued
      and unpaid on the Debentures (together with Additional Interest thereon);
provided, however, that no Extension Period may extend beyond the
      Maturity Date; providedfurther, however, that during any
      such Extension Period, the Company shall not and shall not permit any Affiliate
      to (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 or such Affiliate’s capital stock (other than payments of dividends or
      distributions to the Company) or make any guarantee payments with respect to
      the
      foregoing or (ii) make any payment of principal of or interest or premium,
      if any, on or repay, repurchase or redeem any debt securities of the Company
      or
      any Affiliate that rank pari passu in all respects with or junior in
      interest to the Debentures (other than, with respect to clauses (i) or (ii)
      above, (a) repurchases, redemptions or other acquisitions of shares of
      capital stock of the Company in connection with any employment contract, benefit
      plan or other similar arrangement with or for the benefit of one or more
      employees, officers, directors or consultants, in connection with a dividend
      reinvestment or stockholder stock purchase plan or in connection with the
      issuance of capital stock of the Company (or securities convertible into or
      exercisable for such capital stock) as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, (b) as a
      result of any exchange or conversion of any class or series of the Company’s
      capital stock (or any capital stock of a subsidiary of the Company) for any
      class or series of the Company’s capital stock or of any class or series of the
      Company’s indebtedness for any class or series of the Company’s capital stock,
      (c) the purchase of fractional interests in shares of the Company’s capital
      stock pursuant to the conversion or exchange provisions of such capital stock
      or
      the security being converted or exchanged, (d) any declaration of a
      dividend in connection with any stockholders’ rights plan, or the issuance of
      rights, stock or other property under any stockholders’ rights plan, or the
      redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of
      fractional shares issued in connection therewith, or (f) payments under the
      Capital Securities Guarantee).  Prior to the termination of any
      Extension Period, the Company may further extend such period, provided that
      such
      period together with all such previous and further consecutive extensions
      thereof shall not exceed 20 consecutive quarterly periods, or extend beyond
      the Maturity Date.  Upon the termination of any Extension Period and
      upon the payment of all accrued and unpaid interest and Additional Interest,
      the
      Company may commence a new Extension Period, subject to the foregoing
      requirements.  No interest or Additional Interest shall be due and
      payable during an Extension Period, except at the end thereof, but each
      installment of interest that would otherwise have been due and payable during
      such Extension Period shall bear Additional Interest to the extent permitted
      by
      applicable law.  The Company must give the Trustee notice of its
      election to begin or extend an Extension Period by the close of business at
      least 15 Business Days prior to the Interest Payment Date with respect to which
      interest on the Debentures would have been payable except for the election
      to
      begin or extend such 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 Debentures may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption
      as a convenience to Securityholders; provided, however, that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Debentures or as contained in any notice
      of a redemption and that reliance may be placed only on the other identification
      numbers printed on the Debentures, and any such redemption shall not be affected
      by any defect in or omission of such numbers.  The Company will
      promptly notify the Trustee in writing of any change in the CUSIP
      numbers.

     

    ARTICLE
      III.

     

    PARTICULAR
      COVENANTS OF THE COMPANY

     

    Section
      3.1.  Payment
      of Principal, Premium and Interest; Agreed Treatment of the
      Debentures.

     

    (a)  The
      Company covenants and agrees that it will duly and punctually pay or cause
      to be
      paid the principal of and premium, if any, and interest and any Additional
      Interest and other payments on the Debentures at the place, at the respective
      times and in the manner provided in this Indenture and the Debentures. Each
      installment of interest on the Debentures may be paid (i) by mailing checks
      for such interest payable to the order of the holders of Debentures entitled
      thereto as they appear on the registry books of the Company if a request for
      a
      wire transfer has not been received by the Company or (ii) by wire transfer
      to any account with a banking institution located in the United States
      designated in writing by such Person to the paying agent no later than the
      related record date.  Notwithstanding the foregoing, so long as the
      holder of this Debenture is the Institutional Trustee, the payment of the
      principal of and interest on this Debenture will be made in immediately
      available funds at such place and to such account as may be designated by the
      Institutional Trustee.

     

    (b)  The
      Company will treat the Debentures as indebtedness, and the amounts payable
      in
      respect of the principal amount of such Debentures as interest, for all United
      States federal income tax purposes.  All payments in respect of such
      Debentures will be made free and clear of United States withholding tax to
      any
      beneficial owner thereof that has provided an Internal Revenue Service Form
      W8
      BEN (or any substitute or successor form) establishing its non-United States
      status for United States federal income tax purposes.

     

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

     

    (d)  As
      of the
      date of this Indenture, the Company believes that the likelihood that it would
      exercise its right under Section 2.11 to defer
      payments of interest on the Debentures by commencing an Extension Period at
      any
      time during which the Debentures 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 Debentures.

     

    Section
      3.2.  Offices
      for Notices and Payments, etc.  

     

    So
      long
      as any of the Debentures remain outstanding, the Company will maintain in
      Wilmington, Delaware, an office or agency where the Debentures may be presented
      for payment, an office or agency where the Debentures may be presented for
      registration of transfer and for exchange as in this Indenture provided and
      an
      office or agency where notices and demands to or upon the Company in respect
      of
      the Debentures 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 2.5, such office or agency
      for all of the above purposes shall be the office or agency 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, where
      the Debentures 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
      3.3.  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 6.9, a Trustee, so that
      there shall at all times be a Trustee hereunder.

     

    Section
      3.4.  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 3.4,

     

    (1)  that
      it
      will hold all sums held by it as such agent for the payment of the principal
      of
      and premium, if any, or interest, if any, on the Debentures (whether such sums
      have been paid to it by the Company or by any other obligor on the Debentures)
      in trust for the benefit of the holders of the Debentures;

     

    (2)  that
      it
      will give the Trustee prompt written notice of any failure by the Company (or
      by
      any other obligor on the Debentures) to make any payment of the principal of
      and
      premium, if any, or interest, if any, on the Debentures 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 principal of and premium, if any, or interest or other payments, if
      any,
      on the Debentures, set aside, segregate and hold in trust for the benefit of
      the
      holders of the Debentures a sum sufficient to pay such principal, premium,
      interest or other 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 Debentures) to make any payment of the principal
      of and premium, if any, or interest or other payments, if any, on the Debentures
      when the same shall become due and payable.

     

    Whenever
      the Company shall have one or more paying agents for the Debentures, it will,
      on
      or prior to each due date of the principal of and premium, if any, or interest,
      if any, on the Debentures, deposit with a paying agent a sum sufficient to
      pay
      the principal, premium, interest or other 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 3.4 to the contrary notwithstanding, the Company may, at
      any time, for the purpose of obtaining a satisfaction and discharge with respect
      to the Debentures, 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 trusts herein
      contained.

     

    (d)  Anything
      in this Section 3.4 to the contrary notwithstanding, the agreement to hold
      sums in trust as provided in this Section 3.4 is subject to
      Sections 12.3 and 12.4.

     

    Section
      3.5.  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 Debentures 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 during
      such fiscal year by the Company in the performance of any covenants contained
      herein, stating whether or not they have knowledge of any such default and,
      if
      so, specifying each such default of which the signers have knowledge and the
      nature and status thereof.  A form of this Certificate is attached
      hereto as Exhibit B.

     

    Section
      3.6.  Additional
      Sums.  

     

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

     

    Section
      3.7.  Compliance
      with Consolidation Provisions.  

     

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

     

    Section
      3.8.  Limitation
      on Dividends.  

     

    If
      Debentures 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 Debentures 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 Debentures by extending the
      interest payment period as provided herein and such period, or any extension
      thereof, shall be continuing, then the Company shall not, and shall not allow
      any Affiliate of the Company to, (x) 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 its Affiliates’ capital
      stock (other than payments of dividends or distributions to the Company) or
      make
      any guarantee payments with respect to the foregoing or (y) make any
      payment of principal of or interest or premium, if any, on or repay, repurchase
      or redeem any debt securities of the Company or any Affiliate that rank pari
      passu in all respects with or junior in interest to the Debentures (other
      than, with respect to clauses (x) and (y)
      above,  (1) repurchases, redemptions or other acquisitions of
      shares of capital stock of the Company in connection with any employment
      contract, benefit plan or other similar arrangement with or for the benefit
      of
      one or more employees, officers, directors or consultants, in connection with
      a
      dividend reinvestment or stockholder stock purchase plan or in connection with
      the issuance of capital stock of the Company (or securities convertible into
      or
      exercisable for such capital stock) as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, if any,
      (2) as a result of any exchange or conversion of any class or series of the
      Company’s capital stock (or any capital stock of a subsidiary of the Company)
      for any class or series of the Company’s capital stock or of any class or series
      of the Company’s indebtedness for any class or series of the Company’s capital
      stock, (3) 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, (4) any declaration of
      a dividend in connection with any stockholders’ rights plan, or the issuance of
      rights, stock or other property under any stockholders’ rights plan, or the
      redemption or repurchase of rights pursuant thereto, (5) 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 and any cash payments in lieu of
      fractional shares issued in connection therewith, or (6) payments under the
      Capital Securities Guarantee).

     

    Section
      3.9.  Covenants
      as to the Trust.  

     

    For
      so
      long as the Trust Securities remain outstanding, the Company shall maintain
      100%
      ownership of the Common Securities; provided, however, that any
      permitted successor of the Company under this Indenture may succeed to the
      Company’s ownership of such Common Securities.  The Company, as owner
      of the Common Securities, shall, except in connection with a distribution of
      Debentures 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, cause the
      Trust  (a) to remain a statutory trust, (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 Debentures.

     

    Section
      3.10.  Additional
      Junior Indebtedness.  

     

    The
      Company shall not, and it shall not cause or permit any Subsidiary of the
      Company to, incur, issue or be obligated on any Additional Junior Indebtedness,
      either directly or indirectly, by way of guarantee, suretyship or otherwise,
      other than Additional Junior Indebtedness (i) that, by its terms, is
      expressly stated to be either junior and subordinate or pari passu in
      all respects to the Debentures, and (ii) of which the Company has notified
      (and, if then required under the applicable guidelines of the regulating entity,
      has received approval from) the Federal Reserve, if the Company is a bank
      holding company, or the OTS, if the Company is a savings and loan holding
      company.

     

    Section
      3.11.  Subsidiary;
      Insured Depository Institution.  

     

    So
      long
      as any of the Debentures remain outstanding, at least one operating Subsidiary
      of the Company shall be an insured depository institution, as such term is
      defined in Section 3(c)(2) of the Federal Deposit Insurance Act, as
      amended.

     

    ARTICLE
      IV.

     

    SECURITYHOLDERS’
      LISTS AND REPORTS

     

    BY
      THE COMPANY AND THE TRUSTEE

     

    Section
      4.1.  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 the Debentures, a list, in such form as the Trustee
      may
      reasonably require, of the names and addresses of the Securityholders of the
      Debentures 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 4.1 so long as the
      Trustee is in possession thereof by reason of its acting as Debenture
      registrar.

     

    Section
      4.2.  Preservation
      and Disclosure of Lists.

     

    (a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      all
      information as to the names and addresses of the holders of Debentures
      (1) contained in the most recent list furnished to it as provided in
      Section 4.1 or (2) received by it in the capacity of Debentures
      registrar (if so acting) hereunder.  The Trustee may destroy any list
      furnished to it as provided in Section 4.1 upon receipt of a new list so
      furnished.

     

    (b)  In
      case
      three or more holders of Debentures (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 Debenture for a period of at least 6 months
      preceding the date of such application, and such application states that the
      applicants desire to communicate with other holders of Debentures with respect
      to their rights under this Indenture or under such Debentures 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 5 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 4.2, or

     

    (2)  inform
      such applicants as to the approximate number of holders of Debentures 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 4.2, 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 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 4.2 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 Debentures, as the case may be, or
      would be in violation of applicable law.  Such written statement shall
      specify the basis of such opinion.  If said Commission, as permitted
      or required by applicable law, after opportunity for a hearing upon the
      objections specified in the written statement so filed, shall enter an order
      refusing to sustain any of such objections or if, after the entry of an order
      sustaining one or more of such objections, said Commission shall find, after
      notice and opportunity for hearing, that all the objections so sustained have
      been met and shall enter an order so declaring, the Trustee shall mail copies
      of
      such material to all such Securityholders with reasonable promptness after
      the
      entry of such order and the renewal of such tender; otherwise the Trustee shall
      be relieved of any obligation or duty to such applicants respecting their
      application.

     

    (c)  Each
      and
      every holder of Debentures, by receiving and holding the same, agrees with
      the
      Company and the Trustee that neither the Company nor the Trustee nor any paying
      agent shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the holders of Debentures in
      accordance with the provisions of subsection (b) of this Section 4.2,
      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
      4.3.  Reports
      by the Company.  

     

    (a)  The
      Company shall furnish to the holders of the Capital Securities and to
      prospective purchasers of the Capital Securities, upon their request, the
      information required to be furnished pursuant to Rule 144A(d)(4) under the
      Securities Act.

     

    (b)  The
      Company shall furnish to (i) the Bank of New York, with a copy to FTN
      Financial Capital Markets and Keefe, Bruyette & Woods, Inc., and
      (ii) any beneficial owner of the Capital Securities reasonably identified
      to the Company, a completed quarterly report in the form attached hereto as
      Exhibit C, which report shall be so furnished by the Company not
      later than 50 days after the end of each of the first three fiscal quarters
      of
      each fiscal year of the Company and not later than 100 days after the end of
      each fiscal year of the Company along with a copy of the Company’s most recently
      filed (1) FR Y-9C filed with the Federal Reserve if the Company is a bank
      holding company, (2) FR Y-9SP filed with the Federal Reserve if the Company
      is a small bank holding company or (3) H-(b)11 filed with the OTS if the
      Company is a savings and loan holding company.

     

    ARTICLE
      V.

     

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS

     

    UPON
      AN EVENT OF DEFAULT

     

    Section
      5.1.  Events
      of Default.  

     

    “Event
      of
      Default,” wherever used herein, means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body):

     

    (a)  the
      Company defaults in the payment of any interest upon any Debenture, including
      any Additional Interest in respect thereof, following the nonpayment of any
      such
      interest for twenty or more consecutive Distribution Periods; or

     

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

     

    (c)  the
      Company defaults in the performance of, or breaches, any of its covenants or
      agreements in this Indenture or in the terms of the Debentures established
      as
      contemplated in this Indenture (other than a covenant or agreement a default
      in
      whose performance or whose breach is elsewhere in this Section specifically
      dealt with), and continuance of such default or breach for a period of
      60 days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the holders of
      at
      least 25% in aggregate principal amount of the outstanding Debentures, a written
      notice specifying such default or breach and requiring it to be remedied and
      stating that such notice is a “Notice of Default” hereunder; or

     

    (d)  a
      court
      of competent jurisdiction shall enter a decree or order for relief in respect
      of
      the Company in an involuntary case under any applicable bankruptcy, insolvency,
      reorganization or other similar law now or hereafter in effect, or appointing
      a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) of the Company or for any substantial part of its property, or
      ordering 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

     

    (e)  the
      Company shall commence a voluntary case under any applicable bankruptcy,
      insolvency, reorganization 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

     

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

     

    If
      an
      Acceleration Event of Default occurs and is continuing with respect to the
      Debentures, then, and in each and every such case, unless the principal of
      the
      Debentures shall have already become due and payable, either the Trustee or
      the
      holders of not less than 25% in aggregate principal amount of the Debentures
      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
      Debentures and the interest accrued 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 under Section 5.1(b) or (c)
      occurs and is continuing with respect to the Debentures, then, and in each
      and
      every such case, unless the principal of the Debentures shall have already
      become due and payable, either the Trustee or the holders of not less than
      25%
      in aggregate principal amount of the Debentures then outstanding hereunder,
      by
      notice in writing to the Company (and to the Trustee if given by
      Securityholders), may proceed to remedy the default or breach thereunder by
      such
      appropriate judicial proceedings as the Trustee or such holders shall deem
      most
      effectual to remedy the defaulted covenant or enforce the provisions of this
      Indenture so breached, either by suit in equity or by action at law, for damages
      or otherwise.

     

    The
      foregoing provisions, however, are subject to the condition that if, at any
      time
      after the principal of the Debentures 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 Debentures and the principal
      of
      and premium, if any, on the Debentures which shall have become due otherwise
      than by acceleration (with interest upon such principal and premium, if any,
      and
      Additional Interest) 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 6.6, if any, and (ii) all Events of Default under this
      Indenture, other than the non-payment of the principal of or premium, if any,
      on
      Debentures 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 Debentures
      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.

     

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

     

    Section
      5.2.  Payment
      of Debentures on Default; Suit Therefor.  

     

    The
      Company covenants that upon the occurrence of an Event of Default pursuant
      to
      Section 5.1(a) or (b) then, upon demand of the Trustee, the Company will pay
      to
      the Trustee, for the benefit of the holders of the Debentures the whole amount
      that then shall have become due and payable on all Debentures for principal
      and
      premium, if any, or interest, or both, as the case may be, with Additional
      Interest accrued on the Debentures (to the extent that payment of such interest
      is enforceable under applicable law and, if the Debentures are held by the
      Trust
      or a trustee of such Trust, without duplication of any other amounts paid by
      the
      Trust or a trustee in respect thereof); and, in addition thereto, such further
      amount as shall be sufficient to cover the costs and expenses of collection,
      including a reasonable compensation to the Trustee, its agents, attorneys and
      counsel, and any other amounts due to the Trustee under
      Section 6.6.  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 Debentures and collect in the manner provided by
      law
      out of the property of the Company or any other obligor on such Debentures
      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 Debentures 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 Debentures, or
      to
      the creditors or property of the Company or such other obligor, the Trustee,
      irrespective of whether the principal of the Debentures 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 5.2, shall be entitled and empowered, by
      intervention in such proceedings or otherwise,

     

    
      	
               

            	
              (i)

            	
              to
                file and prove a claim or claims for the whole amount of principal
                and
                interest owing and unpaid in respect of the
                Debentures,

            


    

     

    
      	
               

            	
              (ii)

            	
              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 6.6), and of the Securityholders allowed in
                such judicial proceedings relative to the Company or any other obligor
                on
                the Debentures, or to the creditors or property of the Company or
                such
                other obligor, unless prohibited by applicable law and regulations,
                to
                vote on behalf of the holders of the Debentures 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,

            


    

     

    
      	
               

            	
              (iii)

            	
              to
                collect and receive any moneys or other property payable or deliverable
                on
                any such claims, and

            


    

     

    
      	
               

            	
              (iv)

            	
              to
                distribute the same after the deduction of its charges and
                expenses.

            


    

     

    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 6.6.

     

    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 Debentures
      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 Debentures, may be enforced by the Trustee without the possession of any
      of
      the Debentures, or the production thereof at any trial or other proceeding
      relative thereto, and any such suit or proceeding instituted by the Trustee
      shall be brought in its own name as trustee of an express trust, and any
      recovery of judgment shall be for the ratable benefit of the holders of the
      Debentures.

     

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

     

    Section
      5.3.  Application
      of Moneys Collected by Trustee.  

     

    Any
      moneys collected by the Trustee pursuant to this Article V 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 Debentures 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 6.6;

     

    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 Debentures for principal
      (and premium, if any), and interest on the Debentures, 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 Debentures
      (including Additional Interest); and

     

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

     

    Section
      5.4.  Proceedings
      by Securityholders.  

     

    No
      holder
      of any Debenture shall have any right to institute any suit, action or
      proceeding for any remedy hereunder, unless such holder previously shall have
      given to the Trustee written notice of an Event of Default with respect to
      the
      Debentures and unless the holders of not less than 25% in aggregate principal
      amount of the Debentures 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.

     

    Notwithstanding
      any other provisions in this Indenture, however, the right of any holder of
      any
      Debenture to receive payment of the principal of, premium, if any, and interest,
      on such Debenture when due, or to institute suit for the enforcement of any
      such
      payment, shall not be impaired or affected without the consent of such holder
      and by accepting a Debenture hereunder it is expressly understood, intended
      and
      covenanted by the taker and holder of every Debenture with every other such
      taker and holder and the Trustee, that no one or more holders of Debentures
      shall have any right in any manner whatsoever by virtue or by availing itself
      of
      any provision of this Indenture to affect, disturb or prejudice the rights
      of
      the holders of any other Debentures, or to obtain or seek to obtain priority
      over or preference to any other such holder, or to enforce any right under
      this
      Indenture, except in the manner herein provided and for the equal, ratable
      and
      common benefit of all holders of Debentures.  For the protection and
      enforcement of the provisions of this Section, each and every Securityholder
      and
      the Trustee shall be entitled to such relief as can be given either at law
      or in
      equity.

     

    Section
      5.5.  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
      5.6.  Remedies
      Cumulative and Continuing; Delay or Omission Not a
      Waiver.  

     

    Except
      as
      otherwise provided in Section 2.6, all powers and remedies given by this
      Article V to the Trustee or to the Securityholders shall, to the extent
      permitted by law, be deemed cumulative and not exclusive of any other powers
      and
      remedies available to the Trustee or the holders of the Debentures, 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 Debentures, and no delay or omission of the Trustee or
      of
      any holder of any of the Debentures to exercise any right, remedy or power
      accruing upon any Event of Default occurring and continuing as aforesaid shall
      impair any such right, remedy 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 5.4, 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 (in accordance with its
      duties under Section 6.1) or by the Securityholders.

     

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

     

    The
      holders of a majority in aggregate principal amount of the Debentures affected
      (voting as one class) at the time outstanding shall have the right to direct
      the
      time, method, and place of conducting any proceeding for any remedy available
      to
      the Trustee, or exercising any trust or power conferred on the Trustee with
      respect to such Debentures; provided, however, that (subject to
      the provisions of Section 6.1) the Trustee shall have the right to decline
      to follow any such direction if the Trustee shall determine that the action
      so
      directed would be unjustly prejudicial to the holders not taking part in such
      direction or if the Trustee being advised by counsel determines that the action
      or proceeding so directed may not lawfully be taken or if a Responsible Officer
      of the Trustee shall determine that the action or proceedings so directed would
      involve the Trustee in personal liability.

     

    The
      holders of a majority in aggregate principal amount of the Debentures at the
      time outstanding may on behalf of the holders of all of the Debentures waive
      (or
      modify any previously granted waiver of) any past default or Event of Default,
      and its consequences, except a default (a) in the payment of principal of,
      premium, if any, or interest on any of the Debentures, (b) in respect of
      covenants or provisions hereof which cannot be modified or amended without
      the
      consent of the holder of each Debenture affected, or (c) in respect of the
      covenants contained in Section 3.9; provided, however, that
      if the Debentures are held by the Trust or a trustee of such trust, such waiver
      or modification to such waiver shall not be effective until the holders of
      a
      majority in Liquidation Amount of 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 Debenture
      is required, such waiver shall not be effective until each holder of the Trust
      Securities of the Trust shall have consented to such waiver.  Upon any
      such waiver, the default covered thereby shall be deemed to be cured for all
      purposes of this Indenture and the Company, the Trustee and the holders of
      the
      Debentures shall be restored to their former positions and rights hereunder,
      respectively; but no such waiver shall extend to any subsequent or other default
      or Event of Default or impair any right consequent thereon.  Whenever
      any default or Event of Default hereunder shall have been waived as permitted
      by
      this Section, said default or Event of Default shall for all purposes of the
      Debentures and this Indenture be deemed to have been cured and to be not
      continuing.

     

    Section
      5.8.  Notice
      of Defaults.  

     

    The
      Trustee shall, within 90 days after the actual knowledge by a Responsible
      Officer of the Trustee of the occurrence of a default with respect to the
      Debentures, mail to all Securityholders, as the names and addresses of such
      holders appear upon the Debenture Register, notice of all defaults with respect
      to the Debentures 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 5.8 being hereby defined to be the events specified in
      clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including
      periods of grace, if any, provided for therein); provided,
however, that, except in the case of default in the payment of the
      principal of, premium, if any, or interest on any of the Debentures, 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
      5.9.  Undertaking
      to Pay Costs.  

     

    All
      parties to this Indenture agree, and each holder of any Debenture by his
      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;
      provided, however, that the provisions of this Section 5.9
      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 Debentures outstanding, or to any suit
      instituted by any Securityholder for the enforcement of the payment of the
      principal of (or premium, if any) or interest on any Debenture against the
      Company on or after the same shall have become due and payable.

     

    ARTICLE
      VI.

     

    CONCERNING
      THE TRUSTEE

     

    Section
      6.1.  Duties
      and Responsibilities of Trustee.  

     

    With
      respect to the holders of Debentures issued hereunder, the Trustee, prior to
      the
      occurrence of an Event of Default with respect to the Debentures and after
      the
      curing or waiving of all Events of Default which may have occurred, with respect
      to the Debentures, undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture, and no implied covenants shall be
      read
      into this Indenture against the Trustee.  In case an Event of Default
      with respect to the Debentures 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 man would exercise or use under the circumstances in the conduct
      of
      his 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 Debentures 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 Debentures 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 Debentures 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 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; and

     

    (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 5.7, relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee,
      or
      exercising any trust or power conferred upon the Trustee, under this
      Indenture.

     

    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, if there is ground for believing that the repayment of such funds or
      liability is not assured to it under the terms of this Indenture or indemnity
      satisfactory to the Trustee against such risk is not reasonably assured to
      it.

     

    Section
      6.2.  Reliance
      on Documents, Opinions, etc.  

     

    Except
      as
      otherwise provided in Section 6.1:

     

    (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 to be genuine and to have been signed or
      presented by the proper party or parties;

     

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

     

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

     

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

     

    (e)  the
      Trustee shall not be liable for any action taken or omitted by it in good faith
      and believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Indenture; nothing contained herein shall, however,
      relieve the Trustee of the obligation, upon the occurrence of an Event of
      Default with respect to the Debentures (that has not been cured or waived)
      to
      exercise with respect to Debentures 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 man would exercise or use under the circumstances in
      the
      conduct of his 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 aggregate principal amount of the outstanding Debentures
      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;

     

    (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; and

     

    (h)  with
      the
      exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall not
      be
      charged with knowledge of any Default or Event of Default with respect to the
      Debentures unless a 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
      Debentures or by any holder of the Debentures.

     

    Section
      6.3.  No
      Responsibility for Recitals, etc.  

     

    The
      recitals contained herein and in the Debentures (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 Debentures.  The Trustee and
      the Authenticating Agent shall not be accountable for the use or application
      by
      the Company of any Debentures or the proceeds of any Debentures authenticated
      and delivered by the Trustee or the Authenticating Agent in conformity with
      the
      provisions of this Indenture.

     

    Section
      6.4.  Trustee,
      Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
      Debentures.  

     

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

     

    Section
      6.5.  Moneys
      to be Held in Trust.  

     

    Subject
      to the provisions of Section 12.4, 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 shall be paid from time
      to
      time upon the written order of the Company, signed by the Chairman of the Board
      of Directors, the Chief Executive Officer, the President, a Managing Director,
      a
      Vice President, the Treasurer or an Assistant Treasurer of the
      Company.

     

    Section
      6.6.  Compensation
      and Expenses of Trustee.  

     

    The
      Company covenants and agrees to pay or reimburse the Trustee upon its request
      for all 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 expenses and disbursements of its counsel
      and of all Persons not regularly in its employ) except any such expense,
      disbursement or advance as may arise from its negligence or willful
      misconduct.  For purposes of clarification, this Section 6.6 does
      not contemplate the payment by the Company of acceptance or annual
      administration fees owing to the Trustee pursuant to the services to be provided
      by the Trustee under this Indenture or the fees and expenses of the Trustee’s
      counsel in connection with the closing of the transactions contemplated by
      this
      Indenture.  The Company also covenants to indemnify each of the
      Trustee or 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) incurred without negligence or willful misconduct on
      the
      part of the Trustee and 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 of liability.  The obligations of the Company
      under this Section 6.6 to compensate and indemnify the Trustee and to pay
      or reimburse the Trustee for expenses, disbursements and advances shall
      constitute additional indebtedness hereunder.  Such additional
      indebtedness shall be secured by a lien prior to that of the Debentures 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 Debentures.

     

    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 Section 5.1(d), (e) or (f), the expenses (including
      the reasonable charges and expenses of its counsel) and the compensation for
      the
      services are intended to constitute expenses of administration under any
      applicable federal or state bankruptcy, insolvency or other similar
      law.

     

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

     

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

     

    Section
      6.7.  Officers’
      Certificate as Evidence.  

     

    Except
      as
      otherwise provided in Sections 6.1 and 6.2, whenever in the administration
      of the provisions of this Indenture the Trustee shall deem it necessary or
      desirable that a matter be proved or established prior to taking or omitting
      any
      action hereunder, such matter (unless other evidence in respect thereof be
      herein specifically prescribed) may, in the absence of negligence or willful
      misconduct 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 or willful misconduct on the part
      of
      the Trustee, shall be full warrant to the Trustee for any action taken or
      omitted by it under the provisions of this Indenture upon the faith
      thereof.

     

    Section
      6.8.  Eligibility
      of Trustee.  

     

    The
      Trustee hereunder shall at all times be a corporation organized and doing
      business under the laws of the United States of America or any state or
      territory thereof or of the District of Columbia or a corporation or other
      Person authorized under such laws to exercise corporate trust powers, having
      (or
      whose obligations under this Indenture are guaranteed by an affiliate having)
      a
      combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000.00) and subject to supervision or examination by federal, state,
      territorial, or District of Columbia authority.  If such corporation
      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 6.8 the combined capital and surplus of such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent 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.

     

    In
      case
      at any time the Trustee shall cease to be eligible in accordance with the
      provisions of this Section 6.8, the Trustee shall resign immediately in the
      manner and with the effect specified in Section 6.9.

     

    If
      the
      Trustee has or shall acquire any “conflicting interest” within the meaning of §
310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate
      such interest or resign, to the extent and in the manner described by this
      Indenture.

     

    Section
      6.9.  Resignation
      or Removal of Trustee

     

    (a)  The
      Trustee, or any trustee or trustees hereafter appointed, may at any time resign
      by giving written notice of such resignation to the Company and by mailing
      notice thereof, at the Company’s expense, to the holders of the Debentures at
      their addresses as they shall appear on the Debenture Register.  Upon
      receiving such notice of resignation, the Company shall promptly appoint a
      successor trustee or trustees by written instrument, in duplicate, executed
      by
      order of its Board of Directors, one copy of which instrument shall be delivered
      to the resigning Trustee and one copy to the successor Trustee.  If no
      successor Trustee shall have been so appointed and have accepted appointment
      within 30 days after the mailing of such notice of resignation to the affected
      Securityholders, the resigning Trustee may petition any court of competent
      jurisdiction for the appointment of a successor Trustee, or any Securityholder
      who has been a bona fide holder of a Debenture or Debentures for at least six
      months may, subject to the provisions of Section 5.9, on behalf of himself
      and all others similarly situated, petition any such court for the appointment
      of a successor Trustee.  Such court may thereupon, after such notice,
      if any, as it may deem proper and prescribe, appoint a successor
      Trustee.

     

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

     

    (1)  the
      Trustee shall fail to comply with the provisions of Section 6.8 after
      written request therefor by the Company or by any Securityholder who has been
      a
      bona fide holder of a Debenture or Debentures for at least 6 months,
      or

     

    (2)  the
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 6.8 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 as 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 5.9, any Securityholder who has been a bona fide holder of a
      Debenture or Debentures for at least 6 months may, on behalf of himself 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 successor
      Trustee.

     

    (c)  Upon
      prior written notice to the Company and the Trustee, the holders of a majority
      in aggregate principal amount of the Debentures 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 10 Business Days after
      such
      nomination the Company objects thereto, in which case, or in the case of a
      failure by such holders to nominate a successor Trustee, the Trustee so removed
      or any Securityholder, upon the terms and conditions and otherwise as in
      subsection (a) of this Section 6.9 provided, may petition any court of
      competent jurisdiction for an appointment of a successor.

     

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

     

    Section
      6.10.  Acceptance
      by Successor Trustee.  

     

    Any
      successor Trustee appointed as provided in Section 6.9 shall execute,
      acknowledge and deliver to the Company and to its predecessor Trustee an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the retiring Trustee shall become effective and such successor
      Trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, duties and obligations with respect to the Debentures
      of
      its predecessor hereunder, with like effect as if originally named as Trustee
      herein; but, nevertheless, on the written request of the Company or of the
      successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
      then due it pursuant to the provisions of Section 6.6, execute and deliver
      an instrument transferring to such successor Trustee all the rights and powers
      of the Trustee so ceasing to act and shall duly assign, transfer and deliver
      to
      such successor Trustee all property and money held by such retiring Trustee
      thereunder.  Upon request of any such successor Trustee, the Company
      shall execute any and all instruments in writing for more fully and certainly
      vesting in and confirming to such successor Trustee all such rights and
      powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien
      upon all property or funds held or collected by such Trustee to secure any
      amounts then due it pursuant to the provisions of Section 6.6.

     

    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 Debentures 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 unless
      at
      the time of such acceptance such successor Trustee shall be eligible under
      the
      provisions of Section 6.8.

     

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

     

    Upon
      acceptance of appointment by a successor Trustee as provided in this
      Section 6.10, the Company shall mail notice of the succession of such
      Trustee hereunder to the holders of Debentures at their addresses as they shall
      appear on the Debenture Register.  If the Company fails to mail such
      notice within 10 Business Days after the acceptance of appointment by the
      successor Trustee, the successor Trustee shall cause such notice to be mailed
      at
      the expense of the Company.

     

    Section
      6.11.  Succession
      by Merger, etc.  

     

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

     

    In
      case
      at the time such successor to the Trustee shall succeed to the trusts created
      by
      this Indenture any of the Debentures 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 Debentures so
      authenticated; and in case at that time any of the Debentures shall not have
      been authenticated, any successor to the Trustee may authenticate such
      Debentures either in the name of any predecessor hereunder or in the name of
      the
      successor Trustee; and in all such cases such certificates shall have the full
      force which it is anywhere in the Debentures 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 Debentures 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 Debentures 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 Debentures; provided, however, that the Trustee shall have
      no liability to the Company for any acts or omissions of the Authenticating
      Agent with respect to the authentication and delivery of
      Debentures.  Any such Authenticating Agent shall at all times be a
      corporation organized and doing business under the laws of the United States
      or
      of any state 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 $50,000,000.00 and being subject to supervision or
      examination by federal, state, territorial or District of Columbia
      authority.  If such corporation publishes reports of condition at
      least annually pursuant to law or the requirements of such authority, then
      for
      the purposes of this Section 6.12 the combined capital and surplus of such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.  If at any time
      an Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and with
      the effect herein specified in this Section.

     

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

     

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

     

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

     

    ARTICLE
      VII.

     

    CONCERNING
      THE SECURITYHOLDERS

     

    Section
      7.1.  Action
      by Securityholders.  

     

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

     

    If
      the
      Company shall solicit from the Securityholders any request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debentures for the
      determination of Securityholders entitled to give such request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, but the Company shall have no obligation to do so.  If
      such a record date is fixed, such request, demand, authorization, direction,
      notice, consent, waiver or other action or revocation of the same may be given
      before or after the record date, but only the Securityholders of record at
      the
      close of business on the record date shall be deemed to be Securityholders
      for
      the purposes of determining whether Securityholders of the requisite proportion
      of outstanding Debentures 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
      Debentures 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
      6
      months after the record date.

     

    Section
      7.2.  Proof
      of Execution by Securityholders.  

     

    Subject
      to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
      any instrument by a Securityholder or his 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 Debentures shall be proved by the Debenture
      Register or by a certificate of the Debenture registrar.  The Trustee
      may require such additional proof of any matter referred to in this Section
      as
      it shall deem necessary.

     

    The
      record of any Securityholders’ meeting shall be proved in the manner provided in
      Section 8.6.

     

    Section
      7.3.  Who
      Are Deemed Absolute Owners.  

     

    Prior
      to
      due presentment for registration of transfer of any Debenture, the Company,
      the
      Trustee, any Authenticating Agent, any paying agent, any transfer agent and
      any
      Debenture registrar may deem the Person in whose name such Debenture shall
      be
      registered upon the Debenture Register to be, and may treat him as, the absolute
      owner of such Debenture (whether or not such Debenture shall be overdue) for
      the
      purpose of receiving payment of or on account of the principal of, premium,
      if
      any, and interest on such Debenture 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 Debenture registrar shall be affected by any notice
      to the contrary.  All such payments so made to any holder for the time
      being or upon his 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 Debenture.

     

    Section
      7.4.  Debentures
      Owned by Company Deemed Not Outstanding.  

     

    In
      determining whether the holders of the requisite aggregate principal amount
      of
      Debentures have concurred in any direction, consent or waiver under this
      Indenture, Debentures which are owned by the Company or any other obligor on
      the
      Debentures or by any Person directly or indirectly controlling or controlled
      by
      or under direct or indirect common control with the Company or any other obligor
      on the Debentures shall be disregarded and deemed not to be outstanding for
      the
      purpose of any such determination; provided, however, that for the
      purposes of determining whether the Trustee shall be protected in relying on
      any
      such direction, consent or waiver, only Debentures which a Responsible Officer
      of the Trustee actually knows are so owned shall be so
      disregarded.  Debentures so owned which have been pledged in good
      faith may be regarded as outstanding for the purposes of this Section 7.4
      if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
      right to vote such Debentures 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
      7.5.  Revocation
      of Consents; Future Holders Bound.  

     

    At
      any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 7.1, of the taking of any action by the holders of the percentage
      in aggregate principal amount of the Debentures specified in this Indenture
      in
      connection with such action, any holder (in cases where no record date has
      been
      set pursuant to Section 7.1) or any holder as of an applicable record date
      (in cases where a record date has been set pursuant to Section 7.1) of a
      Debenture (or any Debenture 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 Debentures the holders of which have consented to such action
      may, by filing written notice with the Trustee at the Principal Office of the
      Trustee and upon proof of holding as provided in Section 7.2, revoke such
      action so far as concerns such Debenture (or so far as concerns the principal
      amount represented by any exchanged or substituted Debenture).  Except
      as aforesaid any such action taken by the holder of any Debenture shall be
      conclusive and binding upon such holder and upon all future holders and owners
      of such Debenture, and of any Debenture 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 Debenture or any Debenture
      issued in exchange or substitution therefor.

     

    ARTICLE
      VIII.

     

    SECURITYHOLDERS’
      MEETINGS

     

    Section
      8.1.  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 9.2; 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 Debentures under any other
      provision of this Indenture or under applicable law.

     

    Section
      8.2.  Call
      of Meetings by Trustee.  

     

    The
      Trustee may at any time call a meeting of Securityholders to take any action
      specified in Section 8.1, to be held at such time and at such place as the
      Trustee shall determine.  Notice of every meeting of the
      Securityholders, setting forth the time and the place of such meeting and in
      general terms the action proposed to be taken at such meeting, shall be mailed
      to holders of Debentures affected at their addresses as they shall appear on
      the
      Debentures Register and, if the Company is not a holder of Debentures, to the
      Company.  Such notice shall be mailed not less than 20 nor more than
      180 days prior to the date fixed for the meeting.

     

    Section
      8.3.  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 Debentures, as the case may
      be,
      then outstanding, shall have requested the Trustee to call a meeting of
      Securityholders, by written request setting forth in reasonable detail the
      action proposed to be taken at the meeting, and the Trustee shall not have
      mailed the notice of such meeting within 20 days after receipt of such
      request, then the Company or such Securityholders may determine the time and
      the
      place for such meeting and may call such meeting to take any action authorized
      in Section 8.1, by mailing notice thereof as provided in
      Section 8.2.

     

    Section
      8.4.  Qualifications
      for Voting.  

     

    To
      be
      entitled to vote at any meeting of Securityholders a Person shall (a) be a
      holder of one or more Debentures 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 Debentures.  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
      8.5.  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 Debentures 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 think fit.

     

    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 8.3, 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 of the
      meeting.

     

    Subject
      to the provisions of Section 7.4, at any meeting each holder of Debentures
      with respect to which such meeting is being held or proxy therefor shall be
      entitled to one vote for each $1,000.00 principal amount of Debentures held
      or
      represented by him; provided, however, that no vote shall be cast
      or counted at any meeting in respect of any Debenture 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 Debentures held by him or instruments in writing as
      aforesaid duly designating him as the Person to vote on behalf of other
      Securityholders.  Any meeting of Securityholders duly called pursuant
      to the provisions of Section 8.2 or 8.3 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
      8.6.  Voting.  

     

    The
      vote
      upon any resolution submitted to any meeting of holders of Debentures with
      respect to which such meeting is being held shall be by written ballots on
      which
      shall be subscribed the signatures of such holders or of their representatives
      by proxy and the serial number or numbers of the Debentures held or represented
      by them.  The permanent chairman of the meeting shall appoint two
      inspectors of votes who shall count all votes cast at the meeting for or against
      any resolution and who shall make and file with the secretary of the meeting
      their verified written reports in triplicate of all votes cast at the
      meeting.  A record in duplicate of the proceedings of each meeting of
      Securityholders shall be prepared by the secretary of the meeting and there
      shall be attached to said record the original reports of the inspectors of
      votes
      on any vote by ballot taken thereat and affidavits by one or more Persons having
      knowledge of the facts setting forth a copy of the notice of the meeting and
      showing that said notice was mailed as provided in
      Section 8.2.  The record shall show the serial numbers of the
      Debentures 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
      8.7.  Quorum;
      Actions.  

     

    The
      Persons entitled to vote a majority in principal amount of the Debentures then
      outstanding shall constitute a quorum for a meeting of Securityholders;
provided, however, that if any action is to be taken at such
      meeting with respect to a consent, waiver, request, demand, notice,
      authorization, direction or other action which may be given by the holders
      of
      not less than a specified percentage in principal amount of the Debentures
      then
      outstanding, the Persons holding or representing such specified percentage
      in
      principal amount of the Debentures then outstanding will constitute a
      quorum.  In the absence of a quorum within 30 minutes of the time
      appointed for any such meeting, the meeting shall, if convened at the request
      of
      Securityholders, be dissolved.  In any other case the meeting may be
      adjourned for a period of not less than 10 days as determined by the
      permanent chairman of the meeting prior to the adjournment of such
      meeting.  In the absence of a quorum at any such adjourned meeting,
      such adjourned meeting may be further adjourned for a period of not less than
      10 days as determined by the permanent chairman of the meeting prior to the
      adjournment of such adjourned meeting.  Notice of the reconvening of
      any adjourned meeting shall be given as provided in Section 8.2, except
      that such notice need be given only once not less than 5 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 principal amount of the Debentures then outstanding
      which
      shall constitute a quorum.

     

    Except
      as
      limited by the provisos in the first paragraph of Section 9.2, any
      resolution presented to a meeting or adjourned meeting duly reconvened at which
      a quorum is present as aforesaid may be adopted by the affirmative vote of
      the
      holders of a majority in principal amount of the Debentures then outstanding;
      provided, however, that, except as limited by the provisos in the
      first paragraph of Section 9.2, any resolution with respect to any consent,
      waiver, request, demand, notice, authorization, direction or other action which
      this Indenture expressly provides may be given by the holders of not less than
      a
      specified percentage in principal amount of the Debentures then outstanding
      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 a
      not less than such specified percentage in principal amount of the Debentures
      then outstanding.

     

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

     

    ARTICLE
      IX.

     

    SUPPLEMENTAL
      INDENTURES

     

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

     

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

     

    (d)  to
      add
      to, delete from, or revise the terms of Debentures, including, without
      limitation, any terms relating to the issuance, exchange, registration or
      transfer of Debentures, including to provide for transfer procedures and
      restrictions substantially similar to those applicable to the Capital Securities
      as required by Section 2.5 (for purposes of assuring that no registration
      of Debentures is required under the Securities Act); provided,
however, that any such action shall not adversely affect the interests
      of
      the holders of the Debentures then outstanding (it being understood, for
      purposes of this proviso, that transfer restrictions on Debentures substantially
      similar to those that were applicable to Capital Securities shall not be deemed
      to materially adversely affect the holders of the Debentures);

     

    (e)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Debentures 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;

     

    (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 Debentures, to establish the form of any certifications required to be
      furnished pursuant to the terms of this Indenture or the Debentures, or to
      add
      to the rights of the holders of Debentures.

     

    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 9.1 may
      be executed by the Company and the Trustee without the consent of the holders
      of
      any of the Debentures at the time outstanding, notwithstanding any of the
      provisions of Section 9.2.

     

    Section
      9.2.  Supplemental
      Indentures with Consent of
      Securityholders.  

     

    With
      the
      consent (evidenced as provided in Section 7.1) of the holders of not less
      than a majority in aggregate principal amount of the Debentures 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
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or of modifying in any manner the rights of the holders of the
      Debentures; provided, however, that no such supplemental indenture
      shall without the consent of the holders of each Debenture then outstanding
      and
      affected thereby (i) change the fixed maturity of any Debenture, or reduce
      the principal amount thereof or any premium thereon, or reduce the rate or
      extend the time of payment of interest thereon, or reduce any amount payable
      on
      redemption thereof or make the principal thereof or any interest or premium
      thereon payable in any coin or currency other than that provided in the
      Debentures, or impair or affect the right of any Securityholder to institute
      suit for payment thereof or impair the right of repayment, if any, at the option
      of the holder, or (ii) reduce the aforesaid percentage of Debentures the
      holders of which are required to consent to any such supplemental indenture;
      providedfurther, however, that if the Debentures are held
      by a trust or a trustee of such trust, such supplemental indenture shall not
      be
      effective until the holders of a majority in Liquidation Amount of Trust
      Securities shall have consented to such supplemental indenture;
providedfurther, however, that if the consent of the
      Securityholder of each outstanding Debenture is required, such supplemental
      indenture shall not be effective until each holder of the Trust Securities
      shall
      have consented to such supplemental indenture.

     

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

     

    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 Debenture
      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 9.2 to approve the particular form of any proposed supplemental
      indenture, but it shall be sufficient if such consent shall approve the
      substance thereof.

     

    Section
      9.3.  Effect
      of Supplemental Indentures.  

     

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

     

    Debentures
      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 Debentures 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 Debentures then
      outstanding.

     

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

     

    The
      Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in
      addition to the documents required by Section 14.6, 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
      10.1.  Optional
      Redemption.  

     

    The
      Company shall have the right (subject to the receipt by the Company of prior
      approval (i) if the Company is a bank holding company, from the Federal Reserve,
      if then required under applicable capital guidelines or policies of the Federal
      Reserve or (ii) if the Company is a savings and loan holding company, from
      the OTS, if then required under applicable capital guidelines or policies of
      the
      OTS) to redeem the Debentures, in whole or in part, but in all cases in a
      principal amount with integral multiples of $1,000.00, on any Interest Payment
      Date on or after the Interest Payment Date in June 2012 (the “Redemption
      Date”), at the Redemption Price; provided, however, that for
      any redemptions occurring on the Interest Payment Date in June 2012 through,
      but
      excluding, the Interest Payment Date in June 2017, the Redemption Price shall
      equal the Swap Redemption Price as set forth in Section 10.5.

     

    Section
      10.2.  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 (i) if the Company
      is a bank holding company, from the Federal Reserve, if then required under
      applicable capital guidelines or policies of the Federal Reserve or (ii) if
      the Company is a savings and loan holding company, from the OTS, if then
      required under applicable capital guidelines or policies of the OTS) to redeem
      the Debentures in whole, but not in part, at any Interest Payment Date, within
      120 days following the occurrence of such Special Event (the “Special
      Redemption Date”) at the Special Redemption Price.  If the Special
      Event redemption occurs prior to the Interest Payment Date in June 2012, the
      Company shall appoint a Quotation Agent, which shall be a designee of the
      Institutional Trustee, for the purpose of performing the services contemplated
      in, or by reference in, the definition of Special Redemption
      Price.  Any error in the calculation of the Special Redemption Price
      by the Quotation Agent or the Trustee may be corrected at any time by notice
      delivered to the Company and the holders of the Debentures.  Subject
      to the corrective rights set forth above, all certificates, communications,
      opinions, determinations, calculations, quotations and decisions given,
      expressed, made or obtained for the purposes of the provisions relating to
      the
      payment and calculation of the Special Redemption Price on the Debentures by
      the
      Trustee or the Quotation Agent, as the case may be, shall (in the absence of
      willful default, bad faith or manifest error) be final, conclusive and binding
      on the holders of the Debentures and the Company, and no liability shall attach
      (except as provided above) to the Trustee or the Quotation Agent in connection
      with the exercise or non-exercise by any of them of their respective powers,
      duties and discretion.

     

    Section
      10.3.  Notice
      of Redemption; Selection of Debentures.  

     

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

     

    Each
      such
      notice of redemption shall specify the CUSIP number, if any, of the Debentures
      to be redeemed, the Redemption Date or the Special Redemption Date, as
      applicable, the Redemption Price or the Special Redemption Price, as applicable,
      at which Debentures are to be redeemed, the place or places of payment, that
      payment will be made upon presentation and surrender of such Debentures, 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
      Debentures are to be redeemed the notice of redemption shall specify the numbers
      of the Debentures to be redeemed.  In case the Debentures 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 Debenture, a new Debenture
      or
      Debentures 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 Special Redemption
      Date,
      as applicable, 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
      or
      the Special Redemption Date, as applicable, all the Debentures so called for
      redemption at the appropriate Redemption Price or Special Redemption
      Price.

     

    If
      all,
      or less than all, the Debentures are to be redeemed, the Company will give
      the
      Trustee notice not less than 45 nor more than 60 days, respectively, prior
      to the Redemption Date or Special Redemption Date, as applicable, as to the
      aggregate principal amount of Debentures to be redeemed and the Trustee shall
      select, in such manner as in its sole discretion it shall deem appropriate
      and
      fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
      to
      be redeemed.

     

    Section
      10.4.  Payment
      of Debentures Called for Redemption.  

     

    If
      notice
      of redemption has been given as provided in Section 10.3, the Debentures or
      portions of Debentures with respect to which such notice has been given shall
      become due and payable on the Redemption Date or Special Redemption Date, as
      applicable, and at the place or places stated in such notice at the applicable
      Redemption Price or Special Redemption Price and on and after said date (unless
      the Company shall default in the payment of such Debentures at the Redemption
      Price or Special Redemption Price, as applicable) interest on the Debentures
      or
      portions of Debentures so called for redemption shall cease to
      accrue.  On presentation and surrender of such Debentures at a place
      of payment specified in said notice, such Debentures or the specified portions
      thereof shall be paid and redeemed by the Company at the applicable Redemption
      Price or Special Redemption Price.

     

    Upon
      presentation of any Debenture 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 Debenture or Debentures of
      authorized denominations, in principal amount equal to the unredeemed portion
      of
      the Debenture so presented.

     

    Section
      10.5.  Make
      Whole.  

     

    If
      the
      Company redeems the Debentures on any Interest Payment Date beginning in June
      2012 through, but excluding, the Interest Payment Date in June 2017, the Company
      hereby unconditionally agrees to repurchase the Debentures at the Swap
      Redemption Price as defined below, determined by using the difference between
      5.266% (the “Initial Swap Rate”) and the swap rate as of the repurchase
      date for the period remaining between the Redemption Date and the Interest
      Payment Date in June 2017, as determined by the Trustee (in consultation with
      experts in this area) using “market quotations” (as such term is defined under
      the form of International Swaps and Derivatives Association Master Agreement
      (Multicurrency - Cross Border) then in use or such other method as the Trustee
      deems reasonable and which is in accordance with industry standards) (the
“Determining Swap Rate”). The Trustee shall calculate the “Swap
      Redemption Price” as follows:  If at the time the Debentures are
      redeemed by the Company, the Determining Swap Rate is greater than or equal
      to
      the Initial Swap Rate, then the Swap Redemption Price will equal (A) the
      principal amount of the Debentures being redeemed plus (B) accrued and unpaid
      interest (including any Additional Interest) on the Debentures to such
      redemption date.  If at the time of repurchase, the Determining Swap Rate
      is less than the Initial Swap Rate, then the Swap Redemption Price will equal
      (A) the principal amount of the Debentures being redeemed plus
      (B) accrued and unpaid interest (including Additional Interest) on the
      Debentures to such date of redemption plus (C) as determined by the Quotation
      Agent, the sum of the series of present values attained by multiplying
      (x) the Initial Swap Rate less the Determining Swap Rate, (y) the
      principal amount of the Debentures being redeemed (excluding the Debentures
      related to the Common Securities), and (z) 0.25, and then discounting at
      the Determining Swap Rate the product of (x), (y) and (z) from each
      Interest Payment Date from (but excluding) the Redemption Date to (and
      including) the Interest Payment Date in June 2017 back to the Redemption Date
      (assuming quarterly compounding and a 360-day year consisting of twelve 30-day
      months) (it being understood that when the proceeds of the Swap Redemption
      Price
      are paid to the holders of the Trust Securities, only the holders of the Capital
      Securities shall have the benefit of receiving the amounts calculated under
      (C)).

     

    ARTICLE
      XI.                                

     

    CONSOLIDATION,
      MERGER, SALE, CONVEYANCE AND LEASE

     

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

     

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

     

    Section
      11.2.  Successor
      Entity to be Substituted.  

     

    In
      case
      of any such consolidation, merger, sale, conveyance, transfer or other
      disposition and upon the assumption by the successor entity, by supplemental
      indenture, executed and delivered to the Trustee and satisfactory in form to
      the
      Trustee, of the due and punctual payment of the principal of and premium, if
      any, and interest on all of the Debentures 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
      Debentures.  Such successor entity thereupon may cause to be signed,
      and may issue in its own name, any or all of the Debentures 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 Debentures 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 Debentures which such successor
      entity thereafter shall cause to be signed and delivered to the Trustee or
      the
      Authenticating Agent for that purpose.  All the Debentures so issued
      shall in all respects have the same legal rank and benefit under this Indenture
      as the Debentures theretofore or thereafter issued in accordance with the terms
      of this Indenture as though all of such Debentures had been issued at the date
      of the execution hereof.

     

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

     

    The
      Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive,
      in addition to the Opinion of Counsel required by Section 9.5, 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
      12.1.  Discharge
      of Indenture.  

     

    When

     

    
      	
               

            	
              (a)

            	
              the
                Company shall deliver to the Trustee for cancellation all Debentures
                theretofore authenticated (other than any Debentures which shall
                have been
                destroyed, lost or stolen and which shall have been replaced or paid
                as
                provided in Section 2.6) and not theretofore canceled,
                or

            


    

     

    
      	
               

            	
              (b)

            	
              all
                the Debentures 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 1 year or are to be called for redemption
                within 1 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 Debentures
                (other than any Debentures which shall have been destroyed, lost
                or stolen
                and which shall have been replaced or paid as provided in
                Section 2.6) 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 Debentures
                (1) theretofore repaid to the Company in accordance with the
                provisions of Section 12.4, 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 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
      survive until such Debentures shall mature and be paid.  Thereafter,
      Sections 6.6 and 12.4 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 agrees to
      reimburse the Trustee for any costs or expenses thereafter reasonably and
      properly incurred by the Trustee in connection with this Indenture or the
      Debentures.

     

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

     

    Subject
      to the provisions of Section 12.4, all moneys deposited with the Trustee
      pursuant to Section 12.1 shall be held in trust in a non-interest bearing
      account 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 Debentures 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
      12.3.  Paying
      Agent to Repay Moneys Held.  

     

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

     

    Section
      12.4.  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 Debentures and not applied
      but remaining unclaimed by the holders of Debentures for 2 years after the
      date
      upon which the principal of, and premium, if any, or interest on such
      Debentures, as the case may be, shall have become due and payable, shall,
      subject to applicable escheatment laws, be repaid to the Company by the Trustee
      or such paying agent on written demand; and the holder of any of the Debentures
      shall thereafter look only to the Company for any payment which such holder
      may
      be entitled to collect, and all liability of the Trustee or such paying agent
      with respect to such moneys shall thereupon cease.

     

    ARTICLE
      XIII.

     

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS,

     

    OFFICERS
      AND DIRECTORS

     

    Section
      13.1.  Indenture
      and Debentures Solely Corporate
      Obligations.  

     

    No
      recourse for the payment of the principal of or premium, if any, or interest
      on
      any Debenture, 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
      Debenture, or because of the creation of any indebtedness represented thereby,
      shall be had against any incorporator, stockholder, employee, officer or
      director, as such, past, present or future, of the Company or of any successor
      Person of the Company, either directly or through the Company or any successor
      Person 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 Debentures.

     

    ARTICLE
      XIV.

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      14.1.  Successors.  

     

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

     

    Section
      14.2.  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
      14.3.  Surrender
      of Company Powers.  

     

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

     

    Section
      14.4.  Addresses
      for Notices, etc.  

     

    Any
      notice, consent, direction, request, authorization, waiver or demand which
      by
      any provision of this Indenture is required or permitted to be given, made,
      furnished or served by the Trustee or by the Securityholders on or to 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 the purpose)
      to
      the Company, 1398 Central Avenue, Dubuque, Iowa  52004,
      Attention:  David L. Horstmann.  Any notice, consent,
      direction, request, authorization, waiver 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 the
      Trustee, addressed to the Trustee, Rodney Square North, 1100 North Market
      Street, Wilmington, Delaware  19890-1600, Attention: Corporate Trust
      Administration.  Any notice, consent, direction, request,
      authorization, waiver or demand on or to any Securityholder shall be deemed
      to
      have been sufficiently given or made, for all purposes, if given or made in
      writing at the address set forth in the Debenture Register.

     

    Section
      14.5.  Governing
      Law.  

     

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

     

    Section
      14.6.  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.

     

    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 shall include (1) a statement that the person making such
      certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and (4) a statement as to whether or not in the opinion of
      such person, such condition or covenant has been complied with.

     

    Section
      14.7.  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
      14.8.  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
      14.9.  Separability.  

     

    In
      case
      any one or more of the provisions contained in this Indenture or in the
      Debentures 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 Debentures, but this Indenture
      and such Debentures shall be construed as if such invalid or illegal or
      unenforceable provision had never been contained herein or therein.

     

    Section
      14.10.  Assignment.  

     

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

     

    Section
      14.11.  Acknowledgment
      of Rights.  

     

    The
      Company agrees that, with respect to any Debentures held by the Trust or the
      Institutional Trustee of the Trust, if the Institutional Trustee of the Trust
      fails to enforce its rights under this Indenture as the holder of Debentures
      held as the assets of such Trust after the holders of a majority in Liquidation
      Amount of the Capital Securities of such Trust have so directed 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 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 Debentures
      on the date such interest (or premium, if any) or principal is otherwise payable
      (or in the case of redemption, on the redemption date), the Company agrees
      that
      a holder of record of Capital Securities of the Trust may directly institute
      a
      proceeding against the Company for enforcement of payment to such holder
      directly of the principal of (or premium, if any) or interest on the Debentures
      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 Debentures.

     

    ARTICLE
      XV.

     

    SUBORDINATION
      OF DEBENTURES

     

    Section
      15.1.  Agreement
      to Subordinate.  

     

    The
      Company covenants and agrees, and each holder of Debentures by such
      Securityholder’s acceptance thereof likewise covenants and agrees, that all
      Debentures shall be issued subject to the provisions of this Article XV;
      and each holder of a Debenture, 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 principal of, and premium, if any, and interest
      on
      all Debentures 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; provided,
      however, that the Debentures shall rank pari passu in all
      material respects with any current indebtedness, liabilities or obligations
      of
      the Company, or any Subsidiary of the Company, under debt securities (or
      guarantees in respect of debt securities) issued to any trust, or a trustee
      of a
      trust, partnership or other entity affiliated with the Company that is, directly
      or indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under
      the Investment Company Act of 1940) or other financing vehicle of the Company
      or
      any Subsidiary of the Company in connection with the issuance by that entity
      of
      preferred securities or other securities that are eligible to qualify for
      Tier 1 capital treatment (or its then equivalent) for purposes of the
      capital adequacy guidelines of the Federal Reserve, as then in effect and
      applicable to the Company.

     

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

     

    Section
      15.2.  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 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 principal (including
      redemption) of, or premium, if any, or interest on the Debentures.

     

    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 15.2, such payment shall, subject to Section 15.7, 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
      15.3.  Liquidation,
      Dissolution, Bankruptcy.  

     

    Upon
      any
      payment by the Company or distribution of assets of the Company of any kind
      or
      character, whether in cash, property or securities, to creditors upon any
      dissolution or winding-up or liquidation or reorganization of the Company,
      whether voluntary or involuntary or in bankruptcy, insolvency, receivership
      or
      other proceedings, all amounts due upon all Senior Indebtedness of the Company
      shall first be paid in full, or payment thereof provided for in money in
      accordance with its terms, before any payment is made by the Company, on account
      of the principal (and premium, if any) or interest on the
      Debentures.  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 (pro rata to such holders on the
      basis of the respective amounts of Senior Indebtedness held by such holders,
      as
      calculated by the Company) or their representative or representatives, or to
      the
      trustee or trustees under any indenture pursuant to which any instruments
      evidencing such Senior Indebtedness may have been issued, as their respective
      interests may appear, to the extent necessary to pay such Senior Indebtedness
      in
      full, in money or money’s worth, after giving effect to any concurrent payment
      or distribution to or for the holders of such Senior Indebtedness, before any
      payment or distribution is made to the Securityholders or to the
      Trustee.

     

    In
      the
      event that, notwithstanding the foregoing, any payment or distribution of assets
      of the Company of any kind or character, whether in cash, property or
      securities, prohibited by the foregoing, shall be received by the Trustee before
      all Senior Indebtedness 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, 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 Debentures to the payment of all Senior Indebtedness, that may
      at
      the time be outstanding, provided that (i) such Senior Indebtedness is
      assumed by the new corporation, if any, resulting from any such reorganization
      or readjustment, and (ii) the rights of the holders of such Senior
      Indebtedness are not, without the consent of such holders, altered by such
      reorganization or readjustment.  The consolidation of the Company
      with, or the merger of the Company into, another corporation or the liquidation
      or dissolution of the Company following the conveyance or transfer of its
      property as an entirety, or substantially as an entirety, to another corporation
      upon the terms and conditions provided for in Article XI of this Indenture
      shall not be deemed a dissolution, winding-up, liquidation or reorganization
      for
      the purposes of this Section if such other corporation shall, as a part of
      such
      consolidation, merger, conveyance or transfer, comply with the conditions stated
      in Article XI of this Indenture.  Nothing in Section 15.2 or
      in this Section shall apply to claims of, or payments to, the Trustee under
      or
      pursuant to Section 6.6 of this Indenture.

     

    Section
      15.4.  Subrogation.  

     

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

     

    Nothing
      contained in this Article XV or elsewhere in this Indenture or in the
      Debentures is intended to or shall impair, as between the Company, its creditors
      other than the holders of Senior Indebtedness, and the holders of the
      Debentures, the obligation of the Company, which is absolute and unconditional,
      to pay to the holders of the Debentures the principal of (and premium, if any)
      and interest on the Debentures as and when the same shall become due and payable
      in accordance with their terms, or is intended to or shall affect the relative
      rights of the holders of the Debentures and creditors of the Company, other
      than
      the holders of Senior Indebtedness, nor shall anything herein or therein prevent
      the Trustee or the holder of any Debenture 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
      15.5.  Trustee
      to Effectuate Subordination.  

     

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

     

    Section
      15.6.  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 monies to or by the Trustee in
      respect of the Debentures pursuant to the provisions of this
      Article XV.  Notwithstanding the provisions of this
      Article XV or any other provision of this Indenture, the Trustee shall not
      be charged with knowledge of the existence of any facts that would prohibit
      the
      making of any payment of monies to or by the Trustee in respect of the
      Debentures pursuant to the provisions of this Article XV, unless and until
      a Responsible Officer of the Trustee at the Principal Office of the Trustee
      shall have received written notice thereof from the Company or a holder or
      holders of Senior Indebtedness or from any trustee therefor; and before the
      receipt of any such written notice, the Trustee, subject to the provisions
      of
      Article VI of this Indenture, shall be entitled in all respects to assume
      that no such facts exist; provided, however, that if the Trustee
      shall not have received the notice provided for in this Section at least 2
      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 Debenture), 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 2 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 to be a holder of Senior Indebtedness (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
      15.7.  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 shall deprive the Trustee of any of its rights as
      such
      holder.

     

    With
      respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
      or to observe only such of its covenants and obligations as are specifically
      set
      forth in this Article XV, and no implied covenants or obligations with
      respect to the holders of such Senior Indebtedness shall be read into this
      Indenture against the Trustee.  The Trustee shall not 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 6.6.

     

    Section
      15.8.  Subordination
      May Not Be Impaired.  

     

    No
      right
      of any present or future holder of any Senior Indebtedness 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 may, at any time and from time to time, without the consent
      of or notice to the Trustee or the Securityholders, without incurring
      responsibility to the Securityholders and without impairing or releasing the
      subordination provided in this Article XV or the obligations hereunder of
      the holders of the Debentures to the holders of such Senior Indebtedness, do
      any
      one or more of the following:  (i) change the manner, place or
      terms of payment or extend the time of payment of, or renew or alter, 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; (ii) sell, exchange, release or
      otherwise deal with any property pledged, mortgaged or otherwise securing such
      Senior Indebtedness; (iii) release any Person liable in any manner for the
      collection of such Senior Indebtedness; and (iv) exercise or refrain from
      exercising any rights against the Company, and any other Person.

     

    Signatures
      appear on the following page

     


    
      
              

                            
                          
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    HEARTLAND
      FINANCIAL USA, INC.

    


    


    By  
      /s/

    Name: 
John
      K.
      Schmidt

    Title:   
EVP
      - COO -
      CFO

    


    


    WILMINGTON
      TRUST COMPANY, as Trustee

    


    


    By  
      /s/

    Name: 
Christopher
      J.
      Monigle

    Title:   
Vice
      President


    
      
              

                            
                          
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
      DEBENTURE

     

    [FORM
      OF
      FACE OF SECURITY]

     

    THIS
      SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED
      STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
      INSURANCE CORPORATION.

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW.  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 AND ANY APPLICABLE STATE SECURITIES
      LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
      OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
      (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
      UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
      NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
      RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
      (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
      SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
      ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
      INSTITUTIONAL 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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER
      OR
      HOLDER IS ELIGIBLE FOR 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 THE SECURITIES
      OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE
      AND
      HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
      MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE
      IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
      RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
      OF
      THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.

     

    THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
      AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
      $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY
      IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL
      BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
      HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.

     

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

     

    Fixed/Floating
      Rate Junior Subordinated Deferrable Interest Debenture

     

    of

     

    Heartland
      Financial USA, Inc.

     

    June 21,
      2007

     

    Heartland
      Financial USA, Inc., a Delaware corporation (the “Company” which term includes
      any successor Person under the Indenture hereinafter referred to), for value
      received promises to pay to Wilmington Trust Company, not in its individual
      capacity but solely as Institutional Trustee for Heartland Financial Statutory
      Trust VI (the “Holder”) or registered assigns, the principal sum of twenty
      million six hundred nineteen thousand dollars ($20,619,000.00) on
      September 15, 2037, and to pay interest on said principal sum from
      June 21, 2007, or from the most recent Interest Payment Date (as defined
      below) to which interest has been paid or duly provided for, quarterly (subject
      to deferral as set forth herein) in arrears on March 15, June 15,
      September 15 and December 15 of each year or if such day is not a
      Business Day, then the next succeeding Business Day (each such date, an
“Interest Payment Date”) (it being understood that interest accrues for any such
      non-Business Day during the applicable Distribution Period, beginning on or
      after June 15, 2017), commencing on the Interest Payment Date in September
      2007, at an annual rate equal to 6.746% beginning on (and including) the date
      of
      original issuance and ending on (but excluding) the Interest Payment Date in
      June 2017 and at an annual rate for each successive period beginning on (and
      including) the Interest Payment Date in June 2017, and each succeeding Interest
      Payment Date, and ending on (but excluding) the next succeeding Interest Payment
      Date (each a “Distribution Period”), equal to 3-Month LIBOR, determined as
      described below, plus 1.48% (the “Coupon Rate”), applied to the principal amount
      hereof, until the principal hereof is paid or duly provided for or made
      available for payment, 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 (including Additional Interest) at the
      Interest Rate in effect for each applicable period, compounded quarterly, from
      the dates such amounts are due until they are paid or made available for
      payment.  The amount of interest payable (i) for any Distribution
      Period commencing on or after the date of original issuance but before the
      Interest Payment Date in June 2017 will be computed on the basis of a 360-day
      year of twelve 30-day months, and (ii) for the Distribution Period
      commencing on the Interest Payment Date in June 2017 and each succeeding
      Distribution Period will be computed on the basis of the actual number of days
      in the Distribution Period concerned divided by 360.  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 Debenture (or one or more Predecessor Securities) is
      registered at the close of business on the regular record date for such interest
      installment, which shall be fifteen Business Days prior to the day on which
      the
      relevant Interest Payment Date occurs.  Any such interest installment
      not so punctually paid or duly provided for shall forthwith cease to be payable
      to the Holder on such regular record date and may be paid to the Person in
      whose
      name this Debenture (or one or more Predecessor Securities) is registered at
      the
      close of business on a special record date.

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month U.S. dollar deposits determined by the Trustee in the following
      order of priority:  (i) the rate (expressed as a percentage per annum)
      for U.S. dollar deposits having a three-month maturity that appears on Reuters
      Page LIBOR01 as of 11:00 a.m. (London time) on the related Determination Date
      (“Reuters Page LIBOR01” means the display designated as “LIBOR01” on Reuters or
      such other page as may replace Reuters Page LIBOR01 on that service or such
      other service or services as may be nominated by the British Bankers’
Association as the information vendor for the purpose of displaying London
      interbank offered rates for U.S. dollar deposits); (ii) if such rate cannot
      be
      identified on the related Determination Date, the Trustee will request the
      principal London offices of four leading banks in the London interbank market
      to
      provide such banks’ offered quotations (expressed as percentages per annum) to
      prime banks in the London interbank market for U.S. dollar deposits having
      a
      three-month maturity as of 11:00 a.m. (London time) on such Determination
      Date.  If at least two quotations are provided, 3-Month LIBOR will be
      the arithmetic mean of such quotations; (iii) if fewer than two such
      quotations are provided as requested in clause (ii) above, the Trustee will
      request four major New York City banks to provide such banks’ offered quotations
      (expressed as percentages per annum) to leading European banks for loans in
      U.S.
      dollars as of 11:00 a.m. (London time) on such Determination Date.  If
      at least two such quotations are provided, 3-Month LIBOR will be the arithmetic
      mean of such quotations; and (iv) if fewer than two such quotations are
      provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
      LIBOR determined with respect to the Distribution Period immediately preceding
      such current Distribution Period.  If the rate for U.S. dollar
      deposits having a three-month maturity that initially appears on Reuters Page
      LIBOR01 as of 11:00 a.m. (London time) on the related Determination Date is
      superseded on the Reuters Page LIBOR01 by a corrected rate by 12:00 noon (London
      time) on such Determination Date, then the corrected rate as so substituted
      on
      the applicable page will be the applicable 3-Month LIBOR for such Determination
      Date.  As used herein, “Determination Date” means the date that is two
      London Banking Days (i.e., a business day in which dealings in deposits in
      U.S.
      dollars are transacted in the London interbank market) preceding the
      commencement of the relevant Distribution Period.

     

    The
      Interest Rate for any Distribution Period will at no time be higher than the
      maximum rate then permitted by New York law as the same may be modified by
      United States law.

     

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

     

    The
      principal of and interest on this Debenture 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 by check mailed to the registered holder at such address as shall appear
      in
      the Debenture Register if a request for a wire transfer by such holder has
      not
      been received by the Company or by wire transfer to an account appropriately
      designated by the holder hereof.  Notwithstanding the foregoing, so
      long as the holder of this Debenture is the Institutional Trustee, the payment
      of the principal of and interest on this Debenture will be made in immediately
      available funds at such place and to such account as may be designated by the
      Trustee.

     

    So
      long
      as no Acceleration Event of Default has occurred and is continuing, the Company
      shall have the right, from time to time, and without causing an Event of
      Default, to defer payments of interest on the Debentures by extending the
      interest payment period on the Debentures at any time and from time to time
      during the term of the Debentures, for up to 20 consecutive quarterly
      periods (each such extended interest payment period, an “Extension Period”),
      during which Extension Period no interest (including Additional Interest) shall
      be due and payable (except any Additional Sums that may be due and
      payable).  No Extension Period may end on a date other than an
      Interest Payment Date.  During an Extension Period, interest will
      continue to accrue on the Debentures, and interest on such accrued interest
      will
      accrue at an annual rate equal to the Interest Rate in effect for such Extension
      Period, compounded quarterly from the date such interest would have been payable
      were it not for the Extension Period, to the extent permitted by law (such
      interest referred to herein as “Additional Interest”).  At the end of
      any such Extension Period the Company shall pay all interest then accrued and
      unpaid on the Debentures (together with Additional Interest thereon);
provided, however, that no Extension Period may extend beyond the
      Maturity Date; providedfurther, however, that during any
      such Extension Period, the Company shall not and shall not permit any Affiliate
      to engage in any of the activities or transactions described on the reverse
      side
      hereof and in the 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 20 consecutive quarterly periods, or extend beyond
      the Maturity Date.  Upon the termination of any Extension Period and
      upon the payment of all accrued and unpaid interest and Additional Interest,
      the
      Company may commence a new Extension Period, subject to the foregoing
      requirements.  No interest or Additional Interest shall be due and
      payable during an Extension Period, except at the end thereof, but each
      installment of interest that would otherwise have been due and payable during
      such Extension Period shall bear Additional Interest.  The Company
      must give the Trustee notice of its election to begin or extend an Extension
      Period by the close of business at least 15 Business Days prior to the Interest
      Payment Date with respect to which interest on the Debentures would have been
      payable except for the election to begin or extend such Extension
      Period.

     

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

     

    This
      Debenture shall not be entitled to any benefit under the Indenture hereinafter
      referred to, 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 Debenture are continued on the reverse side hereof and such
      provisions shall for all purposes have the same effect as though fully set
      forth
      at this place.

     


    
      
              

                  A-      
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    HEARTLAND
      FINANCIAL USA, INC.

    


    


    By  
      

    Name:  

    Title:    

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    WILMINGTON
      TRUST COMPANY, as Trustee

    


    


    By:  
      

                 

        
Authorized
      Officer

    



    
      
              

                  A-      
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE OF DEBENTURE]

    


    This
      Debenture is one of the fixed/floating rate junior subordinated deferrable
      interest debentures of the Company, all issued or to be issued under and
      pursuant to the Indenture dated as of June 21, 2007 (the “Indenture”), duly
      executed and delivered between the Company and the Trustee, to which Indenture
      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 Debentures.  The Debentures are limited in
      aggregate principal amount as specified in the Indenture.

     

    Upon
      the
      occurrence and continuation of a Special Event prior to the Interest Payment
      Date in June 2012, the Company shall have the right to redeem the Debentures
      in
      whole, but not in part, at any Interest Payment Date, within 120 days following
      the occurrence of such Special Event, at the Special Redemption
      Price.

     

    In
      addition, the Company shall have the right to redeem the Debentures, in whole
      or
      in part, but in all cases in a principal amount with integral multiples of
      $1,000.00, on any Interest Payment Date on or after the Interest Payment Date
      in
      June 2012, at the Redemption Price.

     

    Prior
      to
      10:00 a.m. New York City time on the Redemption Date or Special Redemption
      Date,
      as applicable, 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
      or
      the Special Redemption Date, as applicable, all the Debentures so called for
      redemption at the appropriate Redemption Price or Special Redemption
      Price.

     

    If
      all,
      or less than all, the Debentures are to be redeemed, the Company will give
      the
      Trustee notice not less than 45 nor more than 60 days, respectively, prior
      to the Redemption Date or Special Redemption Date, as applicable, as to the
      aggregate principal amount of Debentures to be redeemed and the Trustee shall
      select, in such manner as in its sole discretion it shall deem appropriate
      and
      fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
      to
      be redeemed.

     

    Notwithstanding
      the foregoing, any redemption of Debentures by the Company shall be subject
      to
      the receipt of any and all required regulatory approvals.

     

    In
      case
      an Acceleration Event of Default shall have occurred and be continuing, upon
      demand of the Trustee, the principal of all of the Debentures 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 Debentures at the time outstanding, to execute supplemental indentures
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or of modifying in any manner the rights of the holders of the
      Debentures; provided, however, that no such supplemental indenture
      shall without the consent of the holders of each Debenture then outstanding
      and
      affected thereby (i) change the fixed maturity of any Debenture, or reduce
      the principal amount thereof or any premium thereon, or reduce the rate or
      extend the time of payment of interest thereon, or reduce any amount payable
      on
      redemption thereof or make the principal thereof or any interest or premium
      thereon payable in any coin or currency other than that provided in the
      Debentures, or impair or affect the right of any Securityholder to institute
      suit for payment thereof or impair the right of repayment, if any, at the option
      of the holder, or (ii) reduce the aforesaid percentage of Debentures 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 Debentures at the time outstanding on behalf
      of the holders of all of the Debentures to waive (or modify any previously
      granted waiver of) any past default or Event of Default, and its consequences,
      except a default (a) in the payment of principal of, premium, if any, or
      interest on any of the Debentures, (b) in respect of covenants or
      provisions hereof or of the Indenture which cannot be modified or amended
      without the consent of the holder of each Debenture affected, or (c) in
      respect of the covenants contained in Section 3.9 of the Indenture;
provided, however, that if the Debentures are held by the Trust or
      a trustee of such trust, such waiver or modification to such waiver shall not
      be
      effective until the holders of a majority in Liquidation Amount of 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 Debenture is required, such waiver shall not be effective
      until each holder of the Trust Securities of the Trust shall have consented
      to
      such waiver.  Upon any such waiver, the default covered thereby shall
      be deemed to be cured for all purposes of the Indenture and the Company, the
      Trustee and the holders of the Debentures shall be restored to their former
      positions and rights hereunder, respectively; but no such waiver shall extend
      to
      any subsequent or other default or Event of Default or impair any right
      consequent thereon.  Whenever any default or Event of Default
      hereunder shall have been waived as permitted by the Indenture, said default
      or
      Event of Default shall for all purposes of the Debentures and the Indenture
      be
      deemed to have been cured and to be not continuing.

     

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

     

    The
      Company has agreed that if Debentures 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 Debentures 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
      Debentures by extending the interest payment period as provided herein and
      such
      Extension Period, or any extension thereof, shall be continuing, then the
      Company shall not, and shall not allow any Affiliate of the Company to,
      (x) 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 its Affiliates’ capital stock (other than payments of dividends
      or distributions to the Company) or make any guarantee payments with respect
      to
      the foregoing or (y) make any payment of principal of or interest or
      premium, if any, on or repay, repurchase or redeem any debt securities of the
      Company or any Affiliate that rank pari passu in all respects with or
      junior in interest to the Debentures (other than, with respect to clauses (x)
      and (y) above,  (1) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company in connection with any
      employment contract, benefit plan or other similar arrangement with or for
      the
      benefit of one or more employees, officers, directors or consultants, in
      connection with a dividend reinvestment or stockholder stock purchase plan
      or in
      connection with the issuance of capital stock of the Company (or securities
      convertible into or exercisable for such capital stock) as consideration in
      an
      acquisition transaction entered into prior to the applicable Extension Period,
      if any, (2) as a result of any exchange or conversion of any class or
      series of the Company’s capital stock (or any capital stock of a subsidiary of
      the Company) for any class or series of the Company’s capital stock or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock, (3) 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, (4) any
      declaration of a dividend in connection with any stockholders’ rights plan, or
      the issuance of rights, stock or other property under any stockholders’ rights
      plan, or the redemption or repurchase of rights pursuant thereto, (5) 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 and any cash payments in
      lieu of fractional shares issued in connection therewith, or (6) payments
      under the Capital Securities Guarantee).

     

    The
      Debentures are issuable only in registered, certificated form without coupons
      and in minimum denominations of $100,000.00 and any multiple of $1,000.00 in
      excess thereof.  As provided in the Indenture and subject to the
      transfer restrictions and limitations as may be contained herein and therein
      from time to time, this Debenture is transferable by the holder hereof on the
      Debenture Register of the Company.  Upon due presentment for
      registration of transfer of any Debenture at the Principal Office of the Trustee
      or at any office or agency of the Company maintained for such purpose as
      provided in Section 3.2 of the Indenture, 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 Debenture for a like aggregate principal
      amount.  All Debentures 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
      the Trustee or the Authenticating Agent duly executed by the holder or his
      attorney duly authorized in writing.  No service charge shall be made
      for any exchange or registration of transfer of Debentures, 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.

     

    Prior
      to
      due presentment for registration of transfer of any Debenture, the Company,
      the
      Trustee, any Authenticating Agent, any paying agent, any transfer agent and
      any
      Debenture registrar may deem the Person in whose name such Debenture shall
      be
      registered upon the Debenture Register to be, and may treat him as, the absolute
      owner of such Debenture (whether or not such Debenture shall be overdue) for
      the
      purpose of receiving payment of or on account of the principal of, premium,
      if
      any, and interest on such Debenture 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 Debenture registrar shall be affected by any notice
      to the contrary.  All such payments so made to any holder for the time
      being or upon his 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 Debenture.

     

    No
      recourse for the payment of the principal of or premium, if any, or interest
      on
      any Debenture, 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 the Indenture or in any supplemental indenture, or in any such
      Debenture, or because of the creation of any indebtedness represented thereby,
      shall be had against any incorporator, stockholder, employee, officer or
      director, as such, past, present or future, of the Company or of any successor
      Person of the Company, either directly or through the Company or any successor
      Person 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 the
      Indenture and the issue of the Debentures.

     

    Capitalized
      terms used and not defined in this Debenture shall have the meanings assigned
      in
      the Indenture dated as of the date of original issuance of this Debenture
      between the Trustee and the Company.

     

    THE
      INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
      PRINCIPLES THEREOF.


    
      
              

                  A-      
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF CERTIFICATE TO TRUSTEE

    


    Pursuant
      to Section 3.5 of the
      Indenture between Heartland Financial USA, Inc., as the Company (the “Company”),
      and Wilmington Trust Company, as Trustee, dated as of June 21, 2007 (the
“Indenture”), the undersigned hereby certifies as follows:

    
      	
              1.  

            	
              In
                my capacity as an officer of the Company, I would normally have knowledge
                of any default by the Company during the last fiscal year in the
                performance of any covenants of the Company contained in the
                Indenture.

            


    

    
      	
              2.  

            	
              [To
                my knowledge, the Company is not in default in the performance of
                any
                covenants contained in the
                Indenture.

            


    

    or,
      alternatively:

    I
      am
      aware of the default(s) in the performance of covenants in the Indentures,
      as
      specified below.]

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

    IN
      WITNESS WHEREOF, the undersigned has
      executed this Certificate.

    


    Date:

    


    


    ______________________________

    Name:

    Title:


    
      
              

                  B-      
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF QUARTERLY REPORT

    


    The
      Bank
      of New York

    101
      Barclay Street, 7E

    New
      York,
      New York  10286

    Attention:  CDO
      Transaction Management Group

    


    BANK
      HOLDING COMPANY

    As
      of
      [March 31, June 30, September 30 or December 31], 20__

    


    Tier
      1 to
      Risk Weighted Assets _________%

    


    Ratio
      of
      Double Leverage _________%

    


    Non-Performing
      Assets to Loans and OREO _________%

    


    Ratio
      of
      Reserves to Non-Performing Loans _________%

    


    Ratio
      of
      Net Charge-Offs to Loans _________%

    


    Return
      on
      Average Assets (annualized)** _________%

    


    Net
      Interest Margin (annualized)** _________%

    


    Efficiency
      Ratio _________%

    


    Ratio
      of
      Loans to Assets _________%

    


    Ratio
      of
      Loans to Deposits _________%

    


    Total
      Assets $__________

    


    Year
      to
      Date Income $__________

    


    ___________________

    *A
      table
      describing the quarterly report calculation procedures is provided on page
      C-2

    


    **
      To
      annualize Return on Average Assets and Net Interest Margin do the
      following:

    1st
      Quarter-multiply
      income statement item by 4, then divide by balance sheet item(s)

    2nd
      Quarter-multiply
      income statement item by 2,then divide by balance sheet item(s)

    3rd
      Quarter-divide
      income statement item by 3, then multiply by 4, then divide by balance sheet
      item(s)

    4th
      Quarter-should
      already be an annual number

    NO
      ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS

    


    cc:           FTN
      Financial Capital
      Markets                                                                           Keefe,
      Bruyette & Woods, Inc.

    845
      Crossover Lane, Suite
      150                                                                           787
      7th Avenue, 4th Floor

    Memphis,
      Tennessee  38117                                                                           New
      York, New York  10019

    Attention:  Structured
      Finance
      Group                                                                           Attention:  Mitchell
      Kleinman, General Counsel


    
      
              

                  C-      
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Financial
      Definitions

    


    


    
      	
              Report
                Item

            	
               

              Description
                of Calculation

            
	
              “Tier
                1 Capital” to Risk Weighted Assets

            	
              Tier
                1 Risk Ratio:  Core Capital (Tier 1)/ Risk-Adjusted
                Assets

            
	
              Ratio
                of Double Leverage

            	
              Total
                equity investments in subsidiaries divided by the total equity
                capital.  This field is calculated at the parent company
                level.  “Subsidiaries” include bank, bank holding company, and
                nonbank subsidiaries.

            
	
              Non-Performing
                Assets to Loans and OREO

            	
              Total
                Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                Repossessed Assets)/ Total Loans + Foreclosed Real
                Estate

            
	
              Ratio
                of Reserves to Non-Performing Loans

            	
              Total
                Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                Loans
                (Nonaccrual + Restructured)

            
	
              Ratio
                of Net Charge-Offs to Loans

            	
              Net
                charge offs for the period as a percentage of average
                loans.

            
	
              Return
                on Assets

            	
              Net
                Income as a percentage of Assets.

            
	
              Net
                Interest Margin

            	
              (Net
                Interest Income Fully Taxable Equivalent, if available / Average
                Earning
                Assets)

            
	
              Efficiency
                Ratio

            	
              (Noninterest
                Expense)/ (Net  Interest Income Fully Taxable Equivalent, if
                available, plus Noninterest Income)

            
	
              Ratio
                of Loans to Assets

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/ Total
                Assets

            
	
              Ratio
                of Loans to Deposits

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/ Total
                Deposits (Includes Domestic and Foreign Deposits)

            
	
              Total
                Assets

            	
              The
                sum of total assets.  Includes cash and balances due from
                depository institutions; securities; federal funds sold and securities
                purchased under agreements to resell; loans and lease financing
                receivables; trading assets; premises and fixed assets; other real
                estate
                owned; investments in unconsolidated subsidiaries and associated
                companies; customer’s liability on acceptances outstanding; intangible
                assets; and other assets.

            
	
              Net
                Income

            	
              The
                sum of income (loss) before extraordinary items and other adjustments
                and
                extraordinary items; and other adjustments, net of income
                taxes.

            


    

    


    


    



    
      
              

                  C-      
      

                  1381951.1      
      

                  Heartland
            Financial USA,
            Inc./Indenture