Unassociated Document


    Exhibit
      4.3

     

    
 

    
      


       

      NATIONAL
        PENN BANCSHARES, INC.

       

      as
        Company

       

      
 

       

      INDENTURE

       

      Dated
        as
        of January 19, 2006

       

      


      
 

       

      LASALLE
        BANK NATIONAL ASSOCIATION

       

      As
        Trustee

       

       

      JUNIOR
        SUBORDINATED DEBT SECURITIES 

       

      Due
        March
        15, 2036

       

      


       

      



      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      


      TABLE
        OF CONTENTS

       

      Page


      ARTICLE
        I

       

      DEFINITIONS

       

      
        	
                SECTION
                  1.01.

                 

              	
                Definitions

                 

              	
                1

                 

              
	
                ARTICLE
                  II

                 

              
	
                DEBT
                  SECURITIES

                 

              
	
                SECTION
                  2.01.

                 

              	
                Authentication
                  and Dating

                 

              	
                8

                 

              
	
                SECTION
                  2.02.

                 

              	
                Form
                  of Trustee's Certificate of Authentication

                 

              	
                9

                 

              
	
                SECTION
                  2.03.

                 

              	
                Form
                  and Denomination of Debt Securities

                 

              	
                9

                 

              
	
                SECTION
                  2.04.

                 

              	
                Execution
                  of Debt Securities

                 

              	
                9

                 

              
	
                SECTION
                  2.05.

                 

              	
                Exchange
                  and Registration of Transfer of Debt Securities

                 

              	
                10

                 

              
	
                SECTION
                  2.06.

                 

              	
                Mutilated,
                  Destroyed, Lost or Stolen Debt Securities

                 

              	
                13

                 

              
	
                SECTION
                  2.07.

                 

              	
                Temporary
                  Debt Securities

                 

              	
                14

                 

              
	
                SECTION
                  2.08.

                 

              	
                Payment
                  of Interest

                 

              	
                14

                 

              
	
                SECTION
                  2.09.

                 

              	
                Cancellation
                  of Debt Securities Paid, etc

                 

              	
                16

                 

              
	
                SECTION
                  2.10.

                 

              	
                Computation
                  of Interest

                 

              	
                16

                 

              
	
                SECTION
                  2.11.

                 

              	
                Extension
                  of Interest Payment Period

                 

              	
                18

                 

              
	
                SECTION
                  2.12.

                 

              	
                CUSIP
                  Numbers

                 

              	
                18

                 

              
	
                SECTION
                  2.13.

                 

              	
                Income
                  Tax Certification

                 

              	
                19

                 

              
	
                SECTION
                  2.14.

                 

              	
                Global
                  Debentures

                 

              	
                19

                 

              
	
                ARTICLE
                  III

                 

              
	
                PARTICULAR
                  COVENANTS OF THE COMPANY

                 

              
	
                SECTION
                  3.01.

                 

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

                 

              	
                21

                 

              
	
                SECTION
                  3.02.

                 

              	
                Offices
                  for Notices and Payments, etc

                 

              	
                22

                 

              
	
                SECTION
                  3.03.

                 

              	
                Appointments
                  to Fill Vacancies in Trustee's Office

                 

              	
                23

                 

              
	
                SECTION
                  3.04.

                 

              	
                Provision
                  as to Paying Agent

                 

              	
                23

                 

              
	
                SECTION
                  3.05.

                 

              	
                Certificate
                  to Trustee

                 

              	
                24

                 

              
	
                SECTION
                  3.06.

                 

              	
                Additional
                  Interest

                 

              	
                24

                 

              
	
                SECTION
                  3.07.

                 

              	
                Compliance
                  with Consolidation Provisions

                 

              	
                24

                 

              
	
                SECTION
                  3.08.

                 

              	
                Limitation
                  on Dividends

                 

              	
                24

                 

              
	
                SECTION
                  3.09.

                 

              	
                Covenants
                  as to the Trust

                 

              	
                25

                 

              


         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

         

         

        
          TABLE
            OF CONTENTS

          (CONTINUED)

          Page

        

         

        
          	
                  ARTICLE
                    IV

                   

                
	
                  LISTS
                    AND REPORTS BY THE COMPANY AND THE TRUSTEE

                   

                
	
                  SECTION
                    4.01.

                   

                	
                  Securityholders'
                    Lists

                   

                	
                  26

                   

                
	
                  SECTION
                    4.02.

                   

                	
                  Preservation
                    and Disclosure of Lists

                   

                	
                  26

                   

                
	
                  SECTION
                    4.03.

                   

                	
                  Financial
                    and Other Information

                   

                	
                  27

                   

                
	
                  ARTICLE
                    V

                   

                
	
                  REMEDIES
                    OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

                   

                
	
                  SECTION
                    5.01.

                   

                	
                  Events
                    of Default

                   

                	
                  28

                   

                
	
                  SECTION
                    5.02.

                   

                	
                  Payment
                    of Debt Securities on Default; Suit Therefor

                   

                	
                  30

                   

                
	
                  SECTION
                    5.03.

                   

                	
                  Application
                    of Moneys Collected by Trustee

                   

                	
                  31

                   

                
	
                  SECTION
                    5.04.

                   

                	
                  Proceedings
                    by Securityholders

                   

                	
                  32

                   

                
	
                  SECTION
                    5.05.

                   

                	
                  Proceedings
                    by Trustee

                   

                	
                  32

                   

                
	
                  SECTION
                    5.06.

                   

                	
                  Remedies
                    Cumulative and Continuing

                   

                	
                  32

                   

                
	
                  SECTION
                    5.07.

                   

                	
                  Direction
                    of Proceedings and Waiver of Defaults by Majority of
                    Securityholders

                   

                	
                  33

                   

                
	
                  SECTION
                    5.08.

                   

                	
                  Notice
                    of Defaults

                   

                	
                  34

                   

                
	
                  SECTION
                    5.09.

                   

                	
                  Undertaking
                    to Pay Costs

                   

                	
                  34

                   

                
	
                  ARTICLE
                    VI

                   

                
	
                  CONCERNING
                    THE TRUSTEE

                   

                
	
                  SECTION
                    6.01.

                   

                	
                  Duties
                    and Responsibilities of Trustee

                   

                	
                  34

                   

                
	
                  SECTION
                    6.02.

                   

                	
                  Reliance
                    on Documents, Opinions, etc

                   

                	
                  36

                   

                
	
                  SECTION
                    6.03.

                   

                	
                  No
                    Responsibility for Recitals, etc

                   

                	
                  37

                   

                
	
                  SECTION
                    6.04.

                   

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

                   

                	
                  37

                   

                
	
                  SECTION
                    6.05.

                   

                	
                  Moneys
                    to be Held in Trust

                   

                	
                  37

                   

                
	
                  SECTION
                    6.06.

                   

                	
                  Compensation
                    and Expenses of Trustee

                   

                	
                  37

                   

                
	
                  SECTION
                    6.07.

                   

                	
                  Officers'
                    Certificate as Evidence

                   

                	
                  38

                   

                
	
                  SECTION
                    6.08.

                   

                	
                  Eligibility
                    of Trustee

                   

                	
                  39

                   

                
	
                  SECTION
                    6.09.

                   

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

                   

                	
                  39

                   

                
	
                  SECTION
                    6.10.

                   

                	
                  Acceptance
                    by Successor

                   

                	
                  40

                   

                
	
                  SECTION
                    6.11.

                   

                	
                  Succession
                    by Merger, etc

                   

                	
                  41

                   

                


           

           

          
            
               

            

            
              ii

              
                

              

            

            
               

            

          

           

           

          
            TABLE
              OF CONTENTS

            (CONTINUED)

            Page

          

           

          
            	
                    SECTION
                      6.12.

                     

                  	
                    Authenticating
                      Agents

                     

                  	
                    42

                     

                  
	
                    ARTICLE
                      VII

                     

                  
	
                    CONCERNING
                      THE SECURITYHOLDERS

                     

                  
	
                    SECTION
                      7.01.

                     

                  	
                    Action
                      by Securityholders

                     

                  	
                    43

                     

                  
	
                    SECTION
                      7.02.

                     

                  	
                    Proof
                      of Execution by Securityholders

                     

                  	
                    44

                     

                  
	
                    SECTION
                      7.03.

                     

                  	
                    Who
                      Are Deemed Absolute Owners

                     

                  	
                    44

                     

                  
	
                    SECTION
                      7.04.

                     

                  	
                    Debt
                      Securities Owned by Company Deemed Not Outstanding

                     

                  	
                    44

                     

                  
	
                    SECTION
                      7.05.

                     

                  	
                    Revocation
                      of Consents; Future Securityholders Bound

                     

                  	
                    45

                     

                  
	
                    ARTICLE
                      VIII

                     

                  
	
                    SECURITYHOLDERS'
                      MEETINGS

                     

                  
	
                    SECTION
                      8.01.

                     

                  	
                    Purposes
                      of Meetings

                     

                  	
                    45

                     

                  
	
                    SECTION
                      8.02.

                     

                  	
                    Call
                      of Meetings by Trustee

                     

                  	
                    46

                     

                  
	
                    SECTION
                      8.03.

                     

                  	
                    Call
                      of Meetings by Company or Securityholders

                     

                  	
                    46

                     

                  
	
                    SECTION
                      8.04.

                     

                  	
                    Qualifications
                      for Voting

                     

                  	
                    46

                     

                  
	
                    SECTION
                      8.05.

                     

                  	
                    Regulations

                     

                  	
                    46

                     

                  
	
                    SECTION
                      8.06.

                     

                  	
                    Voting

                     

                  	
                    47

                     

                  
	
                    SECTION
                      8.07.

                     

                  	
                    Quorum;
                      Actions

                     

                  	
                    47

                     

                  
	
                    SECTION
                      8.08.

                     

                  	
                    Written
                      Consent Without a Meeting

                     

                  	
                    48

                     

                  
	
                    ARTICLE
                      IX

                     

                  
	
                    SUPPLEMENTAL
                      INDENTURES

                     

                  
	
                    SECTION
                      9.01.

                     

                  	
                    Supplemental
                      Indentures without Consent of Securityholders

                     

                  	
                    48

                     

                  
	
                    SECTION
                      9.02.

                     

                  	
                    Supplemental
                      Indentures with Consent of Securityholders

                     

                  	
                    50

                     

                  
	
                    SECTION
                      9.03.

                     

                  	
                    Effect
                      of Supplemental Indentures

                     

                  	
                    51

                     

                  
	
                    SECTION
                      9.04.

                     

                  	
                    Notation
                      on Debt Securities

                     

                  	
                    51

                     

                  
	
                    SECTION
                      9.05.

                     

                  	
                    Evidence
                      of Compliance of Supplemental Indenture to be furnished to
                      Trustee

                     

                  	
                    51

                     

                  
	
                    ARTICLE
                      X

                     

                  
	
                    REDEMPTION
                      OF SECURITIES

                     

                  
	
                    SECTION
                      10.01.

                     

                  	
                    Optional
                      Redemption

                     

                  	
                    51

                     

                  
	
                    SECTION
                      10.02.

                     

                  	
                    Special
                      Event Redemption

                     

                  	
                    52

                     

                  
	
                    SECTION
                      10.03.

                     

                  	
                    Notice
                      of Redemption; Selection of Debt Securities

                     

                  	
                    52

                     

                  
	
                    SECTION
                      10.04.

                     

                  	
                    Payment
                      of Debt Securities Called for Redemption

                     

                  	
                    53

                     

                  


             

             

             

            
              
                 

              

              
                iii

                
                  

                

              

              
                 

              

            

             

             

            
              TABLE
                OF CONTENTS

              (CONTINUED)

              Page

            

             

            
              	
                      ARTICLE
                        XI

                       

                    
	
                      CONSOLIDATION,
                        MERGER, SALE, CONVEYANCE AND LEASE

                       

                    
	
                      SECTION
                        11.01.

                       

                    	
                      Company
                        May Consolidate, etc., on Certain Terms

                       

                    	
                      53

                       

                    
	
                      SECTION
                        11.02.

                       

                    	
                      Successor
                        Entity to be Substituted

                       

                    	
                      54

                       

                    
	
                      SECTION
                        11.03.

                       

                    	
                      Opinion
                        of Counsel to be Given to Trustee

                       

                    	
                      55

                       

                    
	
                      ARTICLE
                        XII

                       

                    
	
                      SATISFACTION
                        AND DISCHARGE OF INDENTURE

                       

                    
	
                      SECTION
                        12.01.

                       

                    	
                      Discharge
                        of Indenture

                       

                    	
                      55

                       

                    
	
                      SECTION
                        12.02.

                       

                    	
                      Deposited
                        Moneys to be Held in Trust by Trustee

                       

                    	
                      55

                       

                    
	
                      SECTION
                        12.03.

                       

                    	
                      Paying
                        Agent to Repay Moneys Held

                       

                    	
                      56

                       

                    
	
                      SECTION
                        12.04.

                       

                    	
                      Return
                        of Unclaimed Moneys

                       

                    	
                      56

                       

                    
	
                      ARTICLE
                        XIII

                       

                    
	
                      IMMUNITY
                        OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

                       

                    
	
                      SECTION
                        13.01.

                       

                    	
                      Indenture
                        and Debt Securities Solely Corporate Obligations

                       

                    	
                      56

                       

                    
	
                      ARTICLE
                        XIV

                       

                    
	
                      MISCELLANEOUS
                        PROVISIONS

                       

                    
	
                      SECTION
                        14.01.

                       

                    	
                      Successors

                       

                    	
                      57

                       

                    
	
                      SECTION
                        14.02.

                       

                    	
                      Official
                        Acts by Successor Entity

                       

                    	
                      57

                       

                    
	
                      SECTION
                        14.03.

                       

                    	
                      Surrender
                        of Company Powers

                       

                    	
                      57

                       

                    
	
                      SECTION
                        14.04.

                       

                    	
                      Addresses
                        for Notices, etc

                       

                    	
                      57

                       

                    
	
                      SECTION
                        14.05.

                       

                    	
                      Governing
                        Law

                       

                    	
                      58

                       

                    
	
                      SECTION
                        14.06.

                       

                    	
                      Evidence
                        of Compliance with Conditions Precedent

                       

                    	
                      58

                       

                    
	
                      SECTION
                        14.07.

                       

                    	
                      Non-Business
                        Days

                       

                    	
                      58

                       

                    
	
                      SECTION
                        14.08.

                       

                    	
                      Table
                        of Contents, Headings, etc

                       

                    	
                      58

                       

                    
	
                      SECTION
                        14.09.

                       

                    	
                      Execution
                        in Counterparts

                       

                    	
                      59

                       

                    
	
                      SECTION
                        14.10.

                       

                    	
                      Severability

                       

                    	
                      59

                       

                    
	
                      SECTION
                        14.11.

                       

                    	
                      Assignment

                       

                    	
                      59

                       

                    
	
                      SECTION
                        14.12.

                       

                    	
                      Acknowledgment
                        of Rights

                       

                    	
                      59

                       

                    
	
                      ARTICLE
                        XV

                       

                    
	
                      SUBORDINATION
                        OF DEBT SECURITIES

                       

                    
	
                      SECTION
                        15.01.

                       

                    	
                      Agreement
                        to Subordinate

                       

                    	
                      60

                       

                    
	
                      SECTION
                        15.02.

                       

                    	
                      Default
                        on Senior Indebtedness

                       

                    	
                      60

                       

                    
	
                      SECTION
                        15.03.

                       

                    	
                      Liquidation;
                        Dissolution; Bankruptcy

                       

                    	
                      60

                       

                    


               

               

              
                
                   

                

                
                  iv

                  
                    

                  

                

                
                   

                

              

               

              
                TABLE
                  OF CONTENTS

                (CONTINUED)

                Page

              

               

              
                	
                        SECTION
                          15.04.

                         

                      	
                        Subrogation

                         

                      	
                        62

                         

                      
	
                        SECTION
                          15.05.

                         

                      	
                        Trustee
                          to Effectuate Subordination

                         

                      	
                        63

                         

                      
	
                        SECTION
                          15.06.

                         

                      	
                        Notice
                          by the Company

                         

                      	
                        63

                         

                      
	
                        SECTION
                          15.07.

                         

                      	
                        Rights
                          of the Trustee, Holders of Senior Indebtedness

                         

                      	
                        63

                         

                      
	
                        SECTION
                          15.08.

                         

                      	
                        Subordination
                          May Not Be Impaired

                         

                      	
                        64

                         

                      


              

            

          

        

      

      


       

      


      EXHIBITS

      


      EXHIBIT
        A  FORM
        OF
        DEBT SECURITY

      


       

      



      
        
          
            
              	 	 	
                       

                    


            

          

           

        

        
          v

          
            

          

        

        
           

          
            
               

            

            


          

        

      



      THIS
        INDENTURE, dated as of January 19, 2006, between National Penn Bancshares,
        Inc.,
        a bank holding company incorporated in Pennsylvania (hereinafter sometimes
        called the "Company"), and LaSalle Bank National Association as trustee
        (hereinafter sometimes called the "Trustee").

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        for its lawful corporate purposes, the Company has duly authorized the issuance
        of its Junior Subordinated Debt Securities due March 15, 2036 (the "Debt
        Securities") under this Indenture and to provide, among other things, for
        the
        execution and authentication, delivery and administration thereof, the Company
        has duly authorized the execution of this Indenture.

       

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

       

      ARTICLE
        I 

       

      DEFINITIONS

       

      SECTION
        1.01.   Definitions.

       

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

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

       

        "Business
        Day" means any day other than a Saturday, Sunday or any other day on which
        banking institutions in Wilmington, Delaware, New York City or the city of
        the
        Principal Office of the Trustee or the Company are permitted or required
        by any
        applicable law or executive order to close.

       

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

       

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

       

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

       

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


       

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

       

      the
        Trust
        by the Company shall not in and of itself constitute a Capital Treatment
        Event
        unless such liquidation shall have occurred in connection with a Tax Event
        or an
        Investment Company Event.

       

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

       

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

       

        "Company"
        means National Penn Bancshares, Inc., a bank holding company incorporated
        in
        Pennsylvania, and, subject to the provisions of Article XI, shall include
        its
        successors and assigns.

       

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

       

        "Debt
        Security Register" has the meaning specified in Section 2.05.

       

        "Declaration"
        means the Amended and Restated Declaration of Trust of the Trust dated as
        of
        January 19, 2006, as amended or supplemented from time to time.

       

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

       

        "Defaulted
        Interest" has the meaning set forth in Section 2.08.

       

        "Deferred
        Interest" has the meaning set forth in Section 2.11.

       

        "Depositary"
        means an organization registered as a clearing agency under the Exchange
        Act
        that is designated as Depositary by the Company or any successor thereto.
        DTC
        will be the initial Depositary.

       

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

       

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

       

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

       

        "Extension
        Period" has the meaning set forth in Section 2.11.

       

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

        "Federal
        Reserve" means the Board of Governors of the Federal Reserve System.


       

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

       

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

       

      "Initial
        Purchaser" means the initial purchaser of the Capital Securities.

       

        "Institutional
        Trustee" has the meaning set forth in the Declaration.

       

        "Interest
        Payment Date" means March 15, June 15, September 15 and December 15 of each
        year, commencing on March 15, 2006, during the term of this
        Indenture.

       

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

       

        "Interest
        Rate" means, with respect to any Interest Period, a per annum rate of interest,
        equal to LIBOR, as determined on the LIBOR Determination Date for such Interest
        Payment Date, plus 1.38%; provided, however, that the Interest Rate for any
        Interest Payment Period may not exceed the highest rate permitted by New
        York
        law, as the same may be modified by United States law of general
        applicability.

       

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

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

        "Maturity
        Date" means March 15, 2036.

       

        "Notice"
        has the meaning set forth in Section 2.11.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

        "Principal
        Office of the Trustee" means the office of the Trustee, at which at any
        particular time its corporate trust business shall be principally administered,
        which at all times shall be located within the United States and at the time
        of
        the execution of this Indenture shall be 135 S. LaSalle Street, Suite 1511,
        Chicago, Illinois 60603, Attn: CDO Trust Services Group - NPB Capital Trust
        VI.

       

        "Redemption
        Date" has the meaning set forth in Section 10.01.

       

        "Redemption
        Price" means 100% of the principal amount of the Debt Securities being redeemed
        plus accrued and unpaid interest on such Debt Securities to the Redemption
        Date.

       

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

       

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

       

        "Senior
        Indebtedness" means, with respect to the Company, (i) the principal, premium,
        if
        any, and interest in respect of (A) indebtedness of the Company for money
        borrowed and (B) indebtedness evidenced by securities, debentures, notes,
        bonds
        or other similar instruments issued by the Company; (ii) all capital lease
        obligations of the Company; (iii) all obligations of the Company issued or
        assumed as the deferred purchase price of property, all conditional sale
        obligations of the Company and all obligations of the Company under any title
        retention agreement (but excluding trade accounts payable arising in the
        ordinary course of business); (iv) all obligations of the Company for the
        reimbursement of any letter of credit, any banker's acceptance, any security
        purchase facility, any repurchase agreement or similar arrangement, any interest
        rate swap, any other hedging arrangement, any obligation under options or
        any
        similar credit or other transaction; (v) all obligations of the type referred
        to
        in clauses (i) through (iv) above of other Persons for the payment of which
        the
        Company is responsible or liable as obligor, guarantor or otherwise; and
        (vi)
        all obligations of the type referred to in clauses (i) through (v) above
        of
        other Persons secured by any lien on any property or asset of the Company
        (whether or not such obligation is assumed by the Company), whether incurred
        on
        or prior to the date of this Indenture or thereafter incurred, unless, with
        the
        prior approval of the Federal Reserve if not otherwise generally approved,
        it is
        provided in the instrument creating or evidencing the same or pursuant to
        which
        the same is outstanding, that such obligations are not superior or are pari
        passu in right of payment to the Debt Securities; 

       

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      provided,
        however, that Senior Indebtedness shall not include (A) any debt securities
        issued to any trust other than the Trust (or a trustee of such trust) that
        is a
        financing vehicle of the Company (a “financing entity”), in connection with the
        issuance by such financing entity of equity or other securities in transactions
        substantially similar in structure to the transactions contemplated hereunder
        and in the Declaration, (B) any guarantees of the Company in respect of the
        equity or other securities of any financing entity referred to in clause
        (A)
        above or (C) any other instruments classified as subordinated or pari
        passu
        to the
        Debt Securities by the Federal Reserve.

       

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

       

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

       

      "Special
        Redemption Price" means, with respect to the redemption of any Debt Security
        following a Special Event, an amount in cash equal to 103.525% of the principal
        amount of Debt Securities to be redeemed prior to March 15, 2007 and thereafter
        equal to the percentage of the principal amount of the Debt Securities that
        is
        specified below for the Special Redemption Date plus, in each case, unpaid
        interest accrued thereon to the Special Redemption Date: 

       

      
        	
                Special
                  Redemption During the 

                12-Month
                  Period Beginning March 15

              	
                Percentage
                  of Principal Amount

              
	 	 
	
                2007

              	
                103.140%

              
	
                2008

              	
                102.355%

              
	
                2009

              	
                101.570%

              
	
                2010

              	
                100.785%

              
	
                2011
                  and thereafter

              	
                100.000%

              
	 	 


      

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

       

        "Tax
        Event" means the receipt by the Company and the Trust of an Opinion of Counsel
        experienced in such matters to the effect that, as a result of any amendment
        to
        or change (including any announced prospective change) in the laws or any
        regulations thereunder of the United States or any political subdivision
        or
        taxing authority thereof or therein, or as a result of 

       

       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

       

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

       

        "Trust"
        means NPB Capital Trust VI, the Delaware statutory trust, or any other similar
        trust created for the purpose of issuing Capital Securities in connection
        with
        the issuance of Debt Securities under this Indenture, of which the Company
        is
        the sponsor.

       

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

       

        "Trust
        Securities" means Common Securities and Capital Securities of NPB Capital
        Trust
        VI.

       

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

       

        "United
        States" means the United States of America and the District of
        Columbia.

       

        "U.S.
        Person" has the meaning given to United States Person as set forth in Section
        7701(a)(30) of the Internal Revenue Code of 1986, as amended.

       

      ARTICLE
        II

       

      DEBT
        SECURITIES

       

      SECTION
        2.01.   Authentication
        and Dating.

       

      Upon
        the
        execution and delivery of this Indenture, or from time to time thereafter,
        Debt
        Securities in an aggregate principal amount not in excess of $15,464,000
        may be
        executed and delivered by the Company to the Trustee for authentication,
        and the
        Trustee shall thereupon authenticate and make available for delivery said
        Debt
        Securities to or upon the written order of the Company, signed by its Chairman
        of the Board of Directors, Vice Chairman, President

       

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

       

      or
        Chief
        Financial Officer or one of its Vice Presidents, without any further action
        by
        the Company hereunder. In authenticating such Debt Securities, and accepting
        the
        additional responsibilities under this Indenture in relation to such Debt
        Securities, the Trustee shall be entitled to receive, and (subject to Section
        6.01) shall be fully protected in relying upon a copy of any Board Resolution
        or
        Board Resolutions relating thereto and, if applicable, an appropriate record
        of
        any action taken pursuant to such resolution, in each case certified by the
        Secretary or an Assistant Secretary or other officers with appropriate delegated
        authority of the Company as the case may be.

       

      The
        Trustee shall have the right to decline to authenticate and deliver any Debt
        Securities under this Section if the Trustee, being advised by counsel,
        determines that such action may not lawfully be taken or if a Responsible
        Officer of the Trustee in good faith shall determine that such action would
        expose the Trustee to personal liability to existing Securityholders. The
        Trustee shall also be entitled to receive an opinion of counsel to the effect
        that (1) all conditions precedent to the execution, delivery and authentication
        of the Securities have been complied with; (2) the Securities are not required
        to be registered under the Securities Act; and (3) the Indenture is not required
        to be qualified under the Trust Indenture Act.

       

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

       

      SECTION
        2.02.   Form
        of Trustee's Certificate of Authentication.

       

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

       

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

       

      LaSalle
        Bank National Association, not in its individual capacity but solely as
        Trustee

       

                          By____________________________      

      Authorized
        Signatory

      


      SECTION
        2.03.   Form
        and Denomination of Debt Securities.

       

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

       

      SECTION
        2.04.   Execution
        of Debt Securities.

       

      The
        Debt
        Securities shall be signed in the name and on behalf of the Company by the
        manual or facsimile signature of any of its Chairman of the Board of Directors,
        Vice 

       

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

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

       

      Neither
        the Trustee nor the Debt Security Registrar shall be responsible for
        ascertaining whether any transfer hereunder complies with the registration
        provisions of or any exemptions from the Securities Act (under and as defined
        in
        the Declaration), applicable state securities laws or the applicable laws
        of any
        other jurisdiction, ERISA, the United States Internal Revenue Code of 1986,
        as
        amended, or the Investment Company Act (under and as defined in the
        Declaration).

       

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

       

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

       

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

       

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

       

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      INVESTOR,"
        FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
        CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
        (E)
        PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF
        THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER,
        SALE
        OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
        OPINION
        OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
        ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL
        COMPLY
        WITH THE FOREGOING RESTRICTIONS.

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

      Every
        substituted Debt Security issued pursuant to the provisions of this Section
        2.06
        by virtue of the fact that any such Debt Security is destroyed, lost or stolen
        shall constitute an additional contractual obligation of the Company, whether
        or
        not the destroyed, lost or stolen 

       

       

      
        
           

        

        
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      Debt
        Security shall be found at any time, and shall be entitled to all the benefits
        of this Indenture equally and proportionately with any and all other Debt
        Securities duly issued hereunder. All Debt Securities shall be held and owned
        upon the express condition that, to the extent permitted by applicable law,
        the
        foregoing provisions are exclusive with respect to the replacement or payment
        of
        mutilated, destroyed, lost or stolen Debt Securities and shall preclude any
        and
        all other rights or remedies notwithstanding any law or statute existing
        or
        hereafter enacted to the contrary with respect to the replacement or payment
        of
        negotiable instruments or other securities without their surrender.

       

      SECTION
        2.07.   Temporary
        Debt Securities.

       

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

       

      SECTION
        2.08.   Payment
        of Interest.

       

      Each
        Debt
        Security will bear interest at the then applicable Interest Rate from and
        including each Interest Payment Date or, in the case of the first Interest
        Payment Period, the original date of issuance of such Debt Security to, but
        excluding, the next succeeding Interest Payment Date or, in the case of the
        last
        Interest Payment Period, the Redemption Date, Special Redemption Date or
        Maturity Date, as applicable, on the principal thereof, on any overdue principal
        and (to the extent that payment of such interest is enforceable under applicable
        law) on Deferred Interest and on any overdue installment of interest (including
        Defaulted Interest), payable (subject to the provisions of Article XII) on
        each
        Interest Payment Date commencing on March 15, 2006. Interest and any Deferred
        Interest on any Debt Security that is payable, and is punctually paid or
        duly
        provided for by the Company, on any Interest Payment Date shall be paid to
        the
        Person in whose name said Debt Security (or one or more Predecessor Securities)
        is registered at the close of business on the regular record date for such
        interest installment, except that interest and any Deferred Interest payable
        on
        the Maturity Date shall be paid to the Person to 

       

       

       

      
        
           

        

        
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      whom
        principal is paid. In the event that any Debt Security or portion thereof
        is
        called for redemption and the redemption date is subsequent to a regular
        record
        date with respect to any Interest Payment Date and either on or prior to
        such
        Interest Payment Date, interest on such Debt Security will be paid upon
        presentation and surrender of such Debt Security.

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
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      SECTION
        2.09.   Cancellation
        of Debt Securities Paid, etc.

       

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

       

      SECTION
        2.10.   Computation
        of Interest.

       

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

       

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

       

      (1)  On
        the
        second LIBOR Business Day (provided, that on such day commercial banks are
        open
        for business (including dealings in foreign currency deposits) in London
        (a
        "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day
        that
        is also a LIBOR Banking Day) prior to March 15, June 15, September 15 and
        December 15 (or, with respect to the first Interest Payment Period, on January
        13, 2006) (each such day, a "LIBOR Determination Date" for the following
        Interest Payment Period), the Calculation Agent shall obtain the rate for
        three-month U.S. Dollar deposits in Europe, which appears on Telerate Page
        3750
        (as defined in the International Swaps and Derivatives Association, Inc.
        2000
        Interest Rate and Currency Exchange Definitions) or such other page as may
        replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or
        such
        other service or services as may be nominated by the British Banker's
        Association as the information vendor for the purpose of displaying London
        Interbank offered rates for U.S. dollar deposits), as of 11:00 a.m. (London
        time) on such LIBOR Determination Date, and the rate so obtained shall be
        LIBOR
        for such Interest Payment Period. "LIBOR Business Day" means any day that
        is not
        a Saturday, Sunday or other day on which commercial banking institutions
        in The
        City of New York or Chicago, Illinois are authorized or obligated by law
        or
        executive order to be closed. If such rate is superseded on Telerate Page
        3750
        by a corrected rate before 12:00 noon (London time) on the same LIBOR
        Determination Date, the corrected rate as so substituted will be LIBOR for
        that
        Interest Payment Period.

       

       

      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

       

      (2)  If,
        on
        any LIBOR Determination Date, such rate does not appear on Telerate Page
        3750 or
        such other page as may replace such Telerate Page 3750 on the Moneyline
        Telerate, Inc. service (or such other service or services as may be nominated
        by
        the British Banker's Association as the information vendor for the purpose
        of
        displaying London Interbank offered rates for U.S. dollar deposits), the
        Calculation Agent shall determine the arithmetic mean of the offered quotations
        of the Reference Banks (as defined below) to leading banks in the London
        Interbank market for three-month U.S. Dollar deposits in Europe (in an amount
        determined by the Calculation Agent) by reference to requests for quotations
        as
        of approximately 11:00 a.m. (London time) on the LIBOR Determination Date
        made
        by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
        Date, at least two of the Reference Banks provide such quotations, LIBOR
        shall
        equal the arithmetic mean of such quotations. If, on any LIBOR Determination
        Date, only one or none of the Reference Banks provide such a quotation, LIBOR
        shall be deemed to be the arithmetic mean of the offered quotations that
        at
        least two leading banks in the City of New York (as selected by the Calculation
        Agent) are quoting on the relevant LIBOR Determination Date for three-month
        U.S.
        Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in an
        amount determined by the Calculation Agent). As used herein, "Reference Banks"
        means four major banks in the London Interbank market selected by the
        Calculation Agent.

       

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

       

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

       

      (d)  As
        soon
        as practicable following each LIBOR Determination Date, but in no event later
        than the 30th day following such LIBOR Determination Date, the Calculation
        Agent
        shall notify, in writing, the Company, the Institutional Trustee and the
        Paying
        Agent of the applicable Interest Rate in effect for the related Interest
        Payment
        Period. The Calculation Agent shall, upon the request of the holder of any
        Debt
        Securities, provide the Interest Rate then in effect. All calculations made
        by
        the Calculation Agent in the absence of manifest error shall be conclusive
        for
        all purposes and binding on the Company and the Holders of the Debt Securities.
        Any error in a calculation of the Coupon Rate by the Calculation Agent may
        be
        corrected at any time by the delivery of notice of such corrected Coupon
        Rate as
        provided above. The Paying Agent shall be entitled to rely on information
        received from the Calculation Agent or the Company as to the Interest Rate.
        The
        Company shall, from time to time, provide any necessary information to the
        Paying Agent relating to any original issue discount and interest on the
        Debt
        Securities that is included in any payment and reportable for taxable income
        calculation purposes. Failure to notify the Company, the Institutional Trustee
        or the Paying Agent of the applicable Coupon Rate shall not affect the
        obligation of the Company to make payment on Debentures at such Coupon
        Rate.

       

       

      
        
           

        

        
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      SECTION
        2.11.   Extension
        of Interest Payment Period.

       

      As
        long
        as it is acting in good faith, and so long as no Event of Default pursuant
        to
        paragraphs (c), (e) or (f) of Section 5.01 of the Indenture has occurred
        and is
        continuing the Company shall have the right, from time to time and without
        causing an Event of Default, to defer payments of interest on the Debt
        Securities by extending the interest distribution period on the Debt Securities
        at any time and from time to time during the term of the Debt Securities,
        for up
        to twenty consecutive quarterly periods (each such extended interest
        distribution period, an "Extension Period"), during which Extension Period
        no
        interest shall be due and payable (except any Additional Interest that may
        be
        due and payable). No Extension Period may end on a date other than an Interest
        Payment Date. During any Extension Period, interest will continue to accrue
        on
        the Debt Securities, and interest on such accrued interest (such accrued
        interest and interest thereon referred to herein as "Deferred Interest")
        will
        accrue at an annual rate equal to the Interest Rate applicable during such
        Extension Period, compounded quarterly from the date such Deferred Interest
        would have been payable were it not for the Extension Period, to the extent
        permitted by law. No interest or Deferred Interest shall be due and payable
        during an Extension Period, except at the end thereof. At the end of any
        such
        Extension Period the Company shall pay all Deferred Interest then accrued
        and
        unpaid on the Debt Securities; provided,
        however,
        that no
        Extension Period may extend beyond the Maturity Date; and provided further,
        however,
        that
        during any such Extension Period, the Company shall be subject to the
        restrictions set forth in Section 3.08 of this Indenture. Prior to the
        termination of any Extension Period, the Company may further extend such
        period,
provided,
        that
        such period together with all such previous and further consecutive extensions
        thereof shall not exceed twenty consecutive quarterly periods, or extend
        beyond
        the Maturity Date. Upon the termination of any Extension Period and upon
        the
        payment of all Deferred Interest, the Company may commence a new Extension
        Period, subject to the foregoing requirements. The Company must give the
        Trustee
        notice of its election to begin any Extension Period ("Notice") at least
        one
        Business Day prior to the earlier of (i) the next succeeding date on which
        interest on the Debt Securities would have been payable except for the election
        to begin such Extension Period or (ii) the date such interest is payable,
        but in
        any event not later than the related regular record date for the relevant
        Interest Payment Date. The Notice shall describe why the Company has elected
        to
        begin an Extension Period. The Notice shall acknowledge and affirm the Company’s
        understanding that it is prohibited from issuing dividends and other
        distributions during the Extension Period. Upon receipt of the Notice, an
        Initial Purchaser shall have the right, at its sole discretion, to disclose
        the
        name of the Company, the fact that the Company has elected to begin an Extension
        Period and other information that such Initial Purchaser, at its sole
        discretion, deems relevant to the Company’s election to begin an Extension
        Period. The Trustee shall give notice of the Company's election to begin
        a new
        Extension Period to the Securityholders.

       

      SECTION
        2.12.   CUSIP
        Numbers.

       

      The
        Company in issuing the Debt Securities may use a "CUSIP" number (if then
        generally in use), and, if so, the Trustee shall use a "CUSIP" number in
        notices
        of redemption as a convenience to Securityholders; provided,
        that
        any such notice may state that no representation 

       

       

      
        
           

        

        
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      is
        made
        as to the correctness of such number either as printed on the Debt Securities
        or
        as contained in any notice of a redemption and that reliance may be placed
        only
        on the other identification numbers printed on the Debt Securities, and any
        such
        redemption shall not be affected by any defect in or omission of such numbers.
        The Company will promptly notify the Trustee in writing of any change in
        the
        CUSIP number.

       

      SECTION
        2.13.   Income
        Tax Certification. 

       

      As
        a
        condition to the payment of any principal of or interest on the Debt Securities
        without the imposition of withholding tax, the Trustee shall require the
        previous delivery of properly completed and signed applicable U.S. federal
        income tax certifications (generally, an Internal Revenue Service Form W-9
        (or
        applicable successor form) in the case of a person that is a "United States
        person" within the meaning of Section 7701 (a)(30) of the Code (under and
        as
        defined in the Declaration) or an Internal Revenue Service Form W-8 (or
        applicable successor form) in the case of a person that is not a "United
        States
        person" within the meaning of Section 7701(a)(30) of the Code, and any other
        certification acceptable to it to enable the Trustee or any Paying Agent
        to
        determine their respective duties and liabilities with respect to any taxes
        or
        other charges that they may be required to pay, deduct or withhold in respect
        of
        such Debt Securities.

       

      SECTION
        2.14.   Global
        Debentures.

       

      (a)  Upon
        the
        election of the holder of Outstanding Debt Securities, which election need
        not
        be in writing, the Debt Securities owned by such holder shall be issued in
        the
        form of one or more Global Debentures registered in the name of the Depositary
        or its nominee. Each Global Debenture issued under this Indenture shall be
        registered in the name of the Depositary designated by the Company for such
        Global Debenture or a nominee thereof and delivered to such Depositary or
        a
        nominee thereof or custodian therefor, and each such Global Debenture shall
        constitute a single Debt Security for all purposes of this
        Indenture.

       

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

       

       

       

      
        
           

        

        
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      (c)  If
        any
        Global Debenture is to be exchanged for other Debt Securities or canceled
        in
        part, or if another Debt Security is to be exchanged in whole or in part
        for a
        beneficial interest in any Global Debenture, then either (i) such Global
        Debenture shall be so surrendered for exchange or cancellation as provided
        in
        this Article
        II
        or (ii)
        the principal amount thereof shall be reduced or increased by an amount equal
        to
        the portion thereof to be so exchanged or canceled, or equal to the principal
        amount of such other Debt Security to be so exchanged for a beneficial interest
        therein, as the case may be, by means of an appropriate adjustment made on
        the
        records of the Debt Security registrar, whereupon the Trustee, in accordance
        with the Applicable Depository Procedures, shall instruct the Depositary
        or its
        authorized representative to make a corresponding adjustment to its records.
        Upon any such surrender or adjustment of a Global Debenture by the Depositary,
        accompanied by registration instructions, the Company shall execute and the
        Trustee shall authenticate and deliver any Debt Securities issuable in exchange
        for such Global Debenture (or any portion thereof) in accordance with the
        instructions of the Depositary. The Trustee shall not be liable for any delay
        in
        delivery of such instructions and may conclusively rely on, and shall be
        fully
        protected in relying on, such instructions.

       

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

       

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

       

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

       

       

       

      
        
           

        

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

       

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

       

      ARTICLE
        III  

       

      PARTICULAR
        COVENANTS OF THE COMPANY

       

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

       

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

       

      (b)  The
        Company will treat the Debt Securities as indebtedness, and the interest
        payable
        in respect of such Debt Securities as interest, for all U.S. federal income
        tax
        purposes. As a condition to the payment of any principal of or interest on
        any
        Debt Security without the imposition of withholding tax, the Company shall
        require the previous delivery of properly completed and signed applicable
        U.S.
        federal income tax certifications (generally, an Internal Revenue Service
        Form
        W-9 (or applicable successor form) in the case of a Person that is a U.S.
        Person
        or an Internal Revenue Service Form W-8 (or applicable successor form) in
        the


       

       

      
        
           

        

        
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      case
        of a
        Person that is not a U.S. Person and any other certification acceptable to
        it to
        enable the Company and the Trustee to determine their respective duties and
        liabilities with respect to any taxes or other charges that they may be required
        to pay or withhold in respect of such Debt Security or the holder of such
        Debt
        Security under any present or future law or regulation of the United States
        or
        any political subdivision thereof or taxing authority therein or to comply
        with
        any reporting or other requirements under any such law or
        regulation.

       

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

       

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

       

      


       

      SECTION
        3.02.   Offices
        for Notices and Payments, etc.

       

      So
        long
        as any of the Debt Securities remain outstanding, the Company will maintain
        an
        office or agency where the Debt Securities may be presented for payment,
        an
        office or agency where the Debt Securities may be presented for registration
        of
        transfer and for exchange as provided in this Indenture and an office or
        agency
        where notices and demands to or upon the Company in respect of the Debt
        Securities or of this Indenture may be served. The Company hereby appoints
        the
        Trustee at LaSalle Bank National Association, CDO Trust Services Group, Attn:
        Greg Myers, 135 South LaSalle, Suite 1511, Chicago, Illinois 60603 - NPB
        Capital
        Trust VI as
        such
        office or agency. In case the Company shall fail to maintain any such office
        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 other offices or agencies where the Debt Securities
        may be
        presented for registration of transfer and for exchange in the manner provided
        in this Indenture, and the Company may from time to time rescind such
        designation, as the Company may deem desirable or expedient; provided,
        however,
        that no
        such designation or rescission shall in any manner relieve the Company of
        its
        obligation to maintain any such office or agency for the purposes above
        mentioned. The Company will give to the Trustee prompt written notice of
        any
        such designation or rescission thereof.

       

       

       

      
        
           

        

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

       

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

       

      SECTION
        3.04.   Provision
        as to Paying Agent.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      
        
           

        

        
          -23-

          
            

          

        

        
           

        

      

       

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

       

      SECTION
        3.05.   Certificate
        to Trustee.

       

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

       

      SECTION
        3.06.   Additional
        Interest.

       

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

       

      SECTION
        3.07.   Compliance
        with Consolidation Provisions.

       

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

       

      SECTION
        3.08.   Limitation
        on Dividends.

       

      If
        Debt
        Securities are initially issued to the Trust or a trustee of such Trust in
        connection with the issuance of Trust Securities by the Trust (regardless
        of
        whether Debt 

       

       

      
        
           

        

        
          -24-

          
            

          

        

        
           

        

      

       

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

       

      SECTION
        3.09.   Covenants
        as to the Trust.

       

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

       

       

       

      
        
           

        

        
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      ARTICLE
        IV  

       

      LISTS
        AND
        REPORTS BY THE COMPANY AND THE TRUSTEE

       

      SECTION
        4.01.   Securityholders'
        Lists.

       

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

       

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

       

      (b)  at
        such
        other times as the Trustee may request in writing, within 30 days after the
        receipt by the Company of any such request, a list of similar form and content
        as of a date not more than 15 days prior to the time such list is furnished,
        except that no such lists need be furnished under this Section 4.01 so long
        as
        the Trustee is in possession thereof by reason of its acting as Debt Security
        registrar.

       

      SECTION
        4.02.   Preservation
        and Disclosure of Lists.

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

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

       

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

       

      SECTION
        4.03.  Financial
        and Other Information.

       

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

       

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

       

       

       

      
        
           

        

        
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      ARTICLE
        V  

       

      REMEDIES
        OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

       

      SECTION
        5.01.   Events
        of Default.

       

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

       

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

       

      (b)  the
        Company defaults in the payment of all or any part of the principal of (or
        premium, if any, on) any Debt Securities as and when the same shall become
        due
        and payable either at maturity, upon redemption, by declaration of acceleration
        pursuant to Section 5.01 of this Indenture or otherwise; or

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -28-

          
            

          

        

        
           

        

      

       

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

       

       

      If
        an
        Event of Default specified under clause (c) of this Section 5.01 occurs and
        is
        continuing with respect to the Debt Securities, then, and in each and every
        such
        case, unless the principal of the Debt Securities shall have already become
        due
        and payable, either the Trustee or the holders of not less than 25% in aggregate
        principal amount of the Debt Securities then outstanding hereunder, by notice
        in
        writing to the Company (and to the Trustee if given by Securityholders),
        may
        declare the entire principal of the Debt Securities and any premium and interest
        accrued, but unpaid, thereon, if any, to be due and payable immediately,
        and
        upon any such declaration the same shall become immediately due and payable.
        If
        an Event of Default specified under clause (e) or (f) of this Section 5.01
        occurs, then, in each and every such case, the entire principal amount of
        the
        Debt Securities and any premium and interest accrued, but unpaid, thereon
        shall
ipso
        facto become
        immediately due and payable without further action. Notwithstanding anything
        to
        the contrary in this Section 5.01, if at any time during the period in which
        this Indenture remains in force and effect, the Company ceases or elects
        to
        cease to be subject to the supervision and regulations of the Federal Reserve,
        OTS, OCC or similar regulatory authority overseeing bank, thrift, savings
        and
        loan or financial holding companies or similar institutions requiring
        specifications for the treatment of capital similar in nature to the capital
        adequacy guidelines under the Federal Reserve rules and regulations, then
        the
        first sentence of this paragraph shall be deemed to include clauses (a),
        (b) and
        (d) under this Section 5.01 as an Event of Default resulting in an acceleration
        of payment of the Debt Securities to the same extent as provided herein for
        clause (c).

       

      With
        respect to clause (d) of this Section 5.01, the Company agrees that in the
        event
        of a breach by the Company of its covenants or agreements mentioned therein,
        any
        remedy at law or in damages may prove inadequate and therefore the Company
        agrees that the Trustee shall be entitled to injunctive relief against the
        Company in the event of any breach or threatened breach by the Company, in
        addition to any other relief (including damages) available to the Trustee
        under
        this Indenture or under law.

       

      The
        foregoing provisions, however, are subject to the condition that if, at any
        time
        after the principal of the Debt Securities shall have been so declared due
        and
        payable, and before any judgment or decree for the payment of the moneys
        due
        shall have been obtained or entered as hereinafter provided, (i) the Company
        shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
        installments of interest upon all the Debt Securities and all payments on
        the
        Debt Securities which shall have become due otherwise than by acceleration
        (with
        interest upon all such payments and Deferred Interest, to the extent permitted
        by law) and such amount as shall be sufficient to cover reasonable compensation
        to the Trustee and each predecessor Trustee, their respective agents, attorneys
        and counsel, and all other amounts due to the Trustee pursuant to Section
        6.06,
        if any, and (ii) all Events of Default under this Indenture, other than the
        non-payment of the payments on Debt Securities which shall have become due
        by


       

       

      
        
           

        

        
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      acceleration,
        shall have been cured, waived or otherwise remedied as provided herein, and
        in
        each and every such case the holders of a majority in aggregate principal
        amount
        of the Debt Securities then outstanding, by written notice to the Company
        and to
        the Trustee, may waive all defaults and rescind and annul such declaration
        and
        its consequences, but no such waiver or rescission and annulment shall extend
        to
        or shall affect any subsequent default or shall impair any right consequent
        thereon; provided, however, that if the Debt Securities are held by the Trust
        or
        a trustee of the Trust, such waiver or rescission and annulment shall not
        be
        effective until the holders of a majority in aggregate liquidation amount
        of the
        outstanding Capital Securities of the Trust shall have consented to such
        waiver
        or rescission and annulment.

       

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

       

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

       

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

       

      In
        case
        there shall be pending proceedings for the bankruptcy or for the reorganization
        of the Company or any other obligor on the Debt Securities under Bankruptcy
        Law,
        or in case a receiver or trustee shall have been appointed for the property
        of
        the Company or such other obligor, or in the case of any other similar judicial
        proceedings relative to the Company or other obligor upon the Debt Securities,
        or to the creditors or property of the Company or such other obligor, the
        Trustee, irrespective of whether the principal of the Debt Securities shall
        then
        be due and payable as therein expressed or by declaration of acceleration
        or
        otherwise and irrespective of whether the Trustee shall have made any demand
        pursuant to the provisions of this Section 5.02, shall be entitled and
        empowered, by intervention in such proceedings or otherwise, to file and
        prove a
        claim or claims for the whole amount of principal and interest owing and
        unpaid
        in respect of the Debt Securities and, in case of any judicial proceedings,
        to
        file such proofs of claim and other papers or documents as may be necessary
        or


       

       

       

      
        
           

        

        
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      advisable
        in order to have the claims of the Trustee (including any claim for reasonable
        compensation to the Trustee and each predecessor Trustee, and their respective
        agents, attorneys and counsel, and for reimbursement of all other amounts
        due to
        the Trustee under Section 6.06) and of the Securityholders allowed in such
        judicial proceedings relative to the Company or any other obligor on the
        Debt
        Securities, or to the creditors or property of the Company or such other
        obligor, unless prohibited by applicable law and regulations, to vote on
        behalf
        of the holders of the Debt Securities in any election of a trustee or a standby
        trustee in arrangement, reorganization, liquidation or other bankruptcy or
        insolvency proceedings or Person performing similar functions in comparable
        proceedings, and to collect and receive any moneys or other property payable
        or
        deliverable on any such claims, and to distribute the same after the deduction
        of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
        or reorganization is hereby authorized by each of the Securityholders to
        make
        such payments to the Trustee, and, in the event that the Trustee shall consent
        to the making of such payments directly to the Securityholders, to pay to
        the
        Trustee such amounts as shall be sufficient to cover reasonable compensation
        to
        the Trustee, each predecessor Trustee and their respective agents, attorneys
        and
        counsel, and all other amounts due to the Trustee under Section
        6.06.

       

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

       

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

       

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

       

      SECTION
        5.03.   Application
        of Moneys Collected by Trustee.

       

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

       

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

       

       

      
        
           

        

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

       

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

       

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

       

      SECTION
        5.04.   Proceedings
        by Securityholders.

       

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

       

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

       

      SECTION
        5.05.   Proceedings
        by Trustee.

       

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

       

      SECTION
        5.06.   Remedies
        Cumulative and Continuing.

       

      Except
        as
        otherwise provided in Section 2.06, all powers and remedies given by this
        Article V to the Trustee or to the Securityholders shall, to the extent
        permitted by law, be deemed cumulative and not exclusive of any other powers
        and
        remedies available to the Trustee or the holders of the Debt Securities,
        by
        judicial proceedings or otherwise, to enforce the performance or observance
        of
        the covenants and agreements contained in this Indenture or 

       

       

      
        
           

        

        
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      otherwise
        established with respect to the Debt Securities, and no delay or omission
        of the
        Trustee or of any holder of any of the Debt Securities to exercise any right
        or
        power accruing upon any Event of Default occurring and continuing as aforesaid
        shall impair any such right or power, or shall be construed to be a waiver
        of
        any such default or an acquiescence therein; and, subject to the provisions
        of
        Section 5.04, every power and remedy given by this Article V or by law to
        the
        Trustee or to the Securityholders may be exercised from time to time, and
        as
        often as shall be deemed expedient, by the Trustee or by the
        Securityholders.

       

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

       

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

       

       

      
        
           

        

        
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      Default
        shall for all purposes of the Debt Securities and this Indenture be deemed
        to
        have been cured and to be not continuing.

       

      SECTION
        5.08.   Notice
        of Defaults.

       

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

       

      SECTION
        5.09.   Undertaking
        to Pay Costs.

       

      All
        parties to this Indenture agree, and each holder of any Debt Security by
        such
        holder's acceptance thereof shall be deemed to have agreed, that any court
        may
        in its discretion require, in any suit for the enforcement of any right or
        remedy under this Indenture, or in any suit against the Trustee for any action
        taken or omitted by it as Trustee, the filing by any party litigant in such
        suit
        of an undertaking to pay the costs of such suit, and that such court may
        in its
        discretion assess reasonable costs, including reasonable attorneys' fees
        and
        expenses, against any party litigant in such suit, having due regard to the
        merits and good faith of the claims or defenses made by such party litigant;
        but
        the provisions of this Section 5.09 shall not apply to any suit instituted
        by
        the Trustee, to any suit instituted by any Securityholder, or group of
        Securityholders, holding in the aggregate more than 10% in principal amount
        of
        the Debt Securities (or, if such Debt Securities are held by the Trust or
        a
        trustee of the Trust, more than 10% in liquidation amount of the outstanding
        Capital Securities), to any suit instituted by any Securityholder for the
        enforcement of the payment of the principal of (or premium, if any) or interest
        on any Debt Security against the Company on or after the same shall have
        become
        due and payable, or to any suit instituted in accordance with Section
        14.12.

       

      ARTICLE
        VI

       

      CONCERNING
        THE TRUSTEE

       

      SECTION
        6.01.   Duties
        and Responsibilities of Trustee.

       

      With
        respect to the holders of Debt Securities issued hereunder, the Trustee,
        prior
        to the occurrence of an Event of Default with respect to the Debt Securities
        and
        after the curing or waiving of all Events of Default which may have occurred,
        with respect to the Debt Securities, undertakes to perform such duties and
        only
        such duties as are specifically set forth in this Indenture. In case an Event
        of
        Default with respect to the Debt Securities has occurred (which 

       

       

      
        
           

        

        
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      has
        not
        been cured or waived), the Trustee shall exercise such of the rights and
        powers
        vested in it by this Indenture, and use the same degree of care and skill
        in
        their exercise, as a prudent person would exercise or use under the
        circumstances in the conduct of such person's own affairs.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      
        
           

        

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

       

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

       

      SECTION
        6.02.   Reliance
        on Documents, Opinions, etc.

       

      Except
        as
        otherwise provided in Section 6.01:

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      
        
           

        

        
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      assured
        to the Trustee by the security afforded to it by the terms of this Indenture,
        the Trustee may require reasonable indemnity against such expense or liability
        as a condition to so proceeding; and

       

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

       

      SECTION
        6.03.   No
        Responsibility for Recitals, etc.

       

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

       

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

       

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

       

      SECTION
        6.05.   Moneys
        to be Held in Trust.

       

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

       

      SECTION
        6.06.   Compensation
        and Expenses of Trustee.

       

      Other
        than as provided in the Fee Agreement of even date herewith between Cohen
        Bros.
& Company, the Trustee, the Company and Delaware Trustee (as defined in the
        Declaration), the Company covenants and agrees to pay to the Trustee from
        time
        to time, and the Trustee shall be entitled to, such compensation as shall
        be
        agreed to in writing between the Company and the Trustee (which shall not
        be
        limited by any provision of law in regard to the compensation of a trustee
        of an
        express trust), and the Company will pay or reimburse 

       

       

      
        
           

        

        
          -37-

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

      SECTION
        6.07.   Officers'
        Certificate as Evidence.

       

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

       

       

       

      
        
           

        

        
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      SECTION
        6.08.   Eligibility
        of Trustee.

       

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

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -39-

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
        6.10.   Acceptance
        by Successor.

       

      Any
        successor Trustee, Calculation Agent, Paying Agent or Debt Security Registrar
        appointed as provided in Section 6.09 shall execute, acknowledge and deliver
        to
        the Company and to its predecessor an instrument accepting such appointment
        hereunder, and thereupon the resignation or removal of the retiring party
        shall
        become effective and such successor, without any further act, deed or
        conveyance, shall become vested with all the rights, powers, duties and
        obligations with respect to the Debt Securities of its predecessor hereunder,
        with like effect as if originally named herein; but, nevertheless, on the
        written request of the Company or of the successor, the party ceasing to
        act
        shall, upon payment of the amounts then due it pursuant to the provisions
        of
        Section 6.06, execute and deliver an instrument transferring to such successor
        all the rights 

       

       

      
        
           

        

        
          -40-

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

      SECTION
        6.11.   Succession
        by Merger, etc.

       

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

       

       

       

      
        
           

        

        
          -41-

          
            

          

        

        
           

        

      

       

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

       

      SECTION
        6.12.   Authenticating
        Agents.

       

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

       

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

       

      Any
        Authenticating Agent may at any time resign by giving written notice of
        resignation to the Trustee and to the Company. The Trustee may at any time
        terminate the agency of any Authenticating Agent with respect to the Debt
        Securities by giving written notice of termination to such Authenticating
        Agent
        and to the Company. Upon receiving such a notice of resignation or upon such
        a
        termination, or in case at any time any Authenticating Agent shall cease
        to be
        eligible under this Section 

       

       

      
        
           

        

        
          -42-

          
            

          

        

        
           

        

      

       

      6.12,
        the
        Trustee may, and upon the request of the Company shall, promptly appoint
        a
        successor Authenticating Agent eligible under this Section 6.12, shall give
        written notice of such appointment to the Company and shall mail notice of
        such
        appointment to all holders of Debt Securities as the names and addresses
        of such
        holders appear on the Debt Security Register. Any successor Authenticating
        Agent
        upon acceptance of its appointment hereunder shall become vested with all
        rights, powers, duties and responsibilities with respect to the Debt Securities
        of its predecessor hereunder, with like effect as if originally named as
        Authenticating Agent herein.

       

      Other
        than as provided in the Fee Agreement of even date herewith between Cohen
        Bros.
& Company, the Company, the Trustee and Delaware Trustee (as defined in the
        Declaration), 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 and shall receive such reasonable
        indemnity as it may require against the costs, expenses and liabilities incurred
        in furtherance of its duties under this Section 6.12.

       

      ARTICLE
        VII 


       

      CONCERNING
        THE SECURITYHOLDERS

       

      SECTION
        7.01.   Action
        by Securityholders.

       

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

       

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

       

       

      
        
           

        

        
          -43-

          
            

          

        

        
           

        

      

       

      Debt
        Securities shall be computed as of the record date; provided,
        however,
        that no
        such authorization, agreement or consent by such Securityholders on the record
        date shall be deemed effective unless it shall become effective pursuant
        to the
        provisions of this Indenture not later than six months after the record
        date.

       

      SECTION
        7.02.   Proof
        of Execution by Securityholders.

       

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

       

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

       

      SECTION
        7.03.   Who
        Are Deemed Absolute Owners.

       

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

       

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

       

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

       

       

      
        
           

        

        
          -44-

          
            

          

        

        
           

        

      

       

      or
        Person
        directly or indirectly controlling or controlled by or under direct or indirect
        common control with the Company or any such other obligor. In the case of
        a
        dispute as to such right, any decision by the Trustee taken upon the advice
        of
        counsel shall be full protection to the Trustee.

       

      SECTION
        7.05.   Revocation
        of Consents; Future Securityholders Bound.

       

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

       

      ARTICLE
        VIII  


       

      SECURITYHOLDERS'
        MEETINGS

       

      SECTION
        8.01.   Purposes
        of Meetings.

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
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      SECTION
        8.02.   Call
        of Meetings by Trustee.

       

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

       

      SECTION
        8.03.   Call
        of Meetings by Company or Securityholders.

       

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

       

      SECTION
        8.04.   Qualifications
        for Voting.

       

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

       

      SECTION
        8.05.   Regulations.

       

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

       

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

       

      Subject
        to the provisions of Section 7.04, at any meeting each holder of Debt Securities
        with respect to which such meeting is being held or proxy therefor shall
        be
        entitled to 

       

       

      
        
           

        

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

       

      SECTION
        8.06.   Voting.

       

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

       

      SECTION
        8.07.   Quorum;
        Actions.

       

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

       

       

      
        
           

        

        
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      the
        meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned
        meeting shall state expressly the percentage, as provided above, of the
        outstanding principal amount of the Debt Securities which shall constitute
        a
        quorum.

       

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

       

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

       

      SECTION
        8.08.   Written
        Consent Without a Meeting.

       

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

       

      ARTICLE
        IX

       

      SUPPLEMENTAL
        INDENTURES

       

      SECTION
        9.01.   Supplemental
        Indentures without Consent of Securityholders.

       

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

       

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

       

       

       

      
        
           

        

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

       

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

       

      (d)  to
        add
        to, delete from, or revise the terms of Debt Securities, including, without
        limitation, any terms relating to the issuance, exchange, registration or
        transfer of Debt Securities, including to provide for transfer procedures
        and
        restrictions substantially similar to those applicable to the Capital
        Securities, as required by Section 2.05 (for purposes of assuring that no
        registration of Debt Securities is required under the Securities Act of 1933,
        as
        amended); provided, that any such action shall not adversely affect the
        interests of the holders of the Debt Securities then outstanding (it being
        understood, for purposes of this proviso, that transfer restrictions on Debt
        Securities substantially similar to those applicable to Capital Securities
        shall
        not be deemed to adversely affect the holders of the Debt
        Securities);

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

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

       

      SECTION
        9.02.   Supplemental
        Indentures with Consent of Securityholders.

       

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

       

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

       

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

       

       

       

      
        
           

        

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

       

      SECTION
        9.03.   Effect
        of Supplemental Indentures.

       

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

       

      SECTION
        9.04.   Notation
        on Debt Securities.

       

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

       

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

       

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

       

      ARTICLE
        X 

       

      REDEMPTION
        OF SECURITIES

       

      SECTION
        10.01.   Optional
        Redemption.

       

      At
        any
        time the Company shall have the right, subject to the receipt by the Company
        of
        prior approval from any regulatory authority with jurisdiction over the Company
        if such approval is then required under applicable capital guidelines or
        policies of such regulatory authority, to redeem the Debt Securities, in
        whole
        or (provided that all accrued and unpaid interest has been paid on all Debt
        Securities for all Interest Periods terminating on or prior to such date)
        from
        time to time in part, on any March 15, June 15, September 15 or December
        15 on
        or after March 15, 2011 (the "Redemption Date"), at the Redemption
        Price.

       

       

       

      
        
           

        

        
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      SECTION
        10.02.   Special
        Event Redemption.

       

      If
        a
        Special Event shall occur and be continuing, the Company shall have the right,
        subject to the receipt by the Company of prior approval from any regulatory
        authority with jurisdiction over the Company if such approval is then required
        under applicable capital guidelines or policies of such regulatory authority,
        to
        redeem the Debt Securities, in whole or in part, at any time within 90 days
        following the occurrence of such Special Event (the "Special Redemption Date"),
        at the Special Redemption Price.

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

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

       

      SECTION
        10.04.   Payment
        of Debt Securities Called for Redemption.

       

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

       

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

       

      ARTICLE
        XI

       

      CONSOLIDATION,
        MERGER, SALE, CONVEYANCE AND LEASE

       

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

       

      Nothing
        contained in this Indenture or in the Debt Securities shall prevent any
        consolidation or merger of the Company with or into any other corporation
        or
        corporations (whether or not affiliated with the Company) or successive
        consolidations or mergers in which the Company or its successor or successors
        shall be a party or parties, or shall prevent any sale, conveyance, transfer
        or
        other disposition of all or substantially all of the property or capital
        stock
        of the Company or its successor or successors to any other corporation (whether
        or not affiliated with the Company, or its successor or successors) authorized
        to acquire and operate the same; provided,
        however,
        that
        the Company hereby covenants and agrees that, (i) upon any such consolidation,
        merger (where the Company is not the surviving corporation), sale, conveyance,
        transfer or other disposition, the successor entity shall be a corporation
        organized and existing under the laws of the United States or any state thereof
        or the District of Columbia (unless such corporation has (1) agreed to make
        all
        payments due in respect of the Debt Securities or, if outstanding, the Capital
        Securities and Capital Securities Guarantee without withholding or deduction
        for, or on account of, any taxes, duties, assessments or other governmental
        charges under the laws or regulations of the jurisdiction of organization
        or
        residence (for tax purposes) of such corporation or any political subdivision
        or
        taxing authority thereof or therein unless required by applicable law, in
        which
        case such corporation shall have agreed to pay such additional amounts as
        shall
        be required so that the net amounts received and retained by the holders
        of such
        Debt Securities or Capital Securities, as the case may be, after payment
        of all
        taxes (including withholding taxes), duties, assessments or other governmental
        charges,

       

       

      
        
           

        

        
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       will
        be equal to the amounts that such holders would have received and retained
        had
        no such taxes (including withholding taxes), duties, assessments or other
        governmental charges been imposed, (2) irrevocably and unconditionally consented
        and submitted to the jurisdiction of any United States federal court or New
        York
        state court, in each case located in The City of New York, Borough of Manhattan,
        in respect of any action, suit or proceeding against it arising out of or
        in
        connection with this Indenture, the Debt Securities, the Capital Securities
        Guarantee or the Declaration and irrevocably and unconditionally waived,
        to the
        fullest extent permitted by law, any objection to the laying of venue in
        any
        such court or that any such action, suit or proceeding has been brought in
        an
        inconvenient forum and (3) irrevocably appointed an agent in The City of
        New
        York for service of process in any action, suit or proceeding referred to
        in
        clause (2) above) and such corporation expressly assumes all of the obligations
        of the Company under the Debt Securities, this Indenture, the Capital Securities
        Guarantee and the Declaration and (ii) after giving effect to any such
        consolidation, merger, sale, conveyance, transfer or other disposition, no
        Default or Event of Default shall have occurred and be continuing. 

       

      SECTION
        11.02.   Successor
        Entity to be Substituted.

       

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

       

       

       

      
        
           

        

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

       

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

       

      ARTICLE
        XII

       

      SATISFACTION
        AND DISCHARGE OF INDENTURE

       

      SECTION
        12.01.   Discharge
        of Indenture.

       

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

       

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

       

      Subject
        to the provisions of Section 12.04, all moneys deposited with the Trustee
        pursuant to Section 12.01 shall be held in trust and applied by it to the
        payment, either directly or 

       

       

      
        
           

        

        
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      through
        any Paying Agent (including the Company if acting as its own Paying Agent),
        to
        the holders of the particular Debt Securities for the payment of which such
        moneys have been deposited with the Trustee, of all sums due and to become
        due
        thereon for principal, and premium, if any, and interest.

       

      SECTION
        12.03.   Paying
        Agent to Repay Moneys Held.

       

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

       

      SECTION
        12.04.   Return
        of Unclaimed Moneys.

       

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

       

      ARTICLE
        XIII 

       

      IMMUNITY
        OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       

      SECTION
        13.01.   Indenture
        and Debt Securities Solely Corporate Obligations.

       

      No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debt Security, or for any claim based thereon or otherwise in respect
        thereof, and no recourse under or upon any obligation, covenant or agreement
        of
        the Company in this Indenture or in any supplemental indenture, or in any
        such
        Debt Security, or because of the creation of any indebtedness represented
        thereby, shall be had against any incorporator, stockholder, officer, director,
        employee or agent, as such, past, present or future, of the Company or of
        any
        predecessor or successor corporation of the Company, either directly or through
        the Company or any successor corporation of the Company, whether by virtue
        of
        any constitution, statute or rule of law, or by the enforcement of any
        assessment or penalty or otherwise; it being expressly understood that all
        such
        liability is hereby expressly waived and released as a condition of, and
        as a
        consideration for, the execution of this Indenture and the issue of the Debt
        Securities.

       

       

      
        
           

        

        
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      ARTICLE
        XIV

       

      MISCELLANEOUS
        PROVISIONS

       

      SECTION
        14.01.   Successors.

       

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

       

      SECTION
        14.02.   Official
        Acts by Successor Entity.

       

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

       

      SECTION
        14.03.   Surrender
        of Company Powers.

       

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

       

      SECTION
        14.04.   Addresses
        for Notices, etc.

       

      Any
        notice or demand which by any provision of this Indenture is required or
        permitted to be given or served by the Trustee or by the Securityholders
        on the
        Company may be given or served in writing, duly signed by the party giving
        such
        notice, and shall be delivered by facsimile ( which telecopy shall be followed
        by notice delivered or mailed by first class mail) or mailed by first class
        mail
        to the Company at:

       

      National
        Penn Bancshares, Inc.

      Philadelphia
        and Reading Avenues

      Boyertown,
        PA 19512

      Attention:
        Gary L. Rhoads

      


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

       

      135
        S.
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

      Attn:
        CDO
        Trust Services Group - NPB Capital Trust VI

       

       

       

      
        
           

        

        
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      SECTION
        14.05.   Governing
        Law.

       

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

       

      SECTION
        14.06.   Evidence
        of Compliance with Conditions Precedent.

       

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

       

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

       

      SECTION
        14.07.   Non-Business
        Days.

       

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

       

      SECTION
        14.08.   Table
        of Contents, Headings, etc.

       

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

       

       

      
        
           

        

        
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      SECTION
        14.09.   Execution
        in Counterparts.

       

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

       

      SECTION
        14.10.   Severability.

       

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

       

      SECTION
        14.11.   Assignment.

       

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

       

      SECTION
        14.12.   Acknowledgment
        of Rights.

       

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

       

       

       

      
        
           

        

        
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      ARTICLE
        XV

       

      SUBORDINATION
        OF DEBT SECURITIES

       

      SECTION
        15.01.   Agreement
        to Subordinate.

       

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

       

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

       

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

       

      SECTION
        15.02.   Default
        on Senior Indebtedness.

       

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

       

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

       

      SECTION
        15.03.   Liquidation;
        Dissolution; Bankruptcy.

       

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

       

       

      
        
           

        

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

       

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

       

      For
        purposes of this Article XV, the words "cash, property or securities" shall
        not
        be deemed to include shares of stock of the Company as reorganized or
        readjusted, or securities of the Company or any other corporation provided
        for
        by a plan of reorganization or readjustment, the payment of which is
        subordinated at least to the extent provided in this Article XV with respect
        to
        the Debt Securities to the payment of all Senior Indebtedness of the Company,
        that may at the time be outstanding, provided,
        that
        (a) such Senior Indebtedness is assumed by the new corporation, if any,
        resulting from any such reorganization or readjustment, and (b) the rights
        of
        the holders of such Senior Indebtedness are not, without the consent of such
        holders, altered by such reorganization or readjustment. The consolidation
        of
        the Company with, or the merger of the Company into, another corporation
        or the
        liquidation or dissolution of the Company following the conveyance, transfer
        or
        other disposition of its property as an entirety, or substantially as an
        entirety, to another corporation upon the terms and conditions provided for
        in
        Article XI of this Indenture shall not be deemed a dissolution, winding-up,
        liquidation or reorganization for the purposes of this Section 15.03 if such
        other corporation shall, as a part of such consolidation, merger, conveyance
        or
        transfer, comply with the conditions stated in 

       

       

      
        
           

        

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

       

      SECTION
        15.04.   Subrogation.

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          -62-

          
            

          

        

        
           

        

      

       

      SECTION
        15.05.   Trustee
        to Effectuate Subordination.

       

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

       

      SECTION
        15.06.   Notice
        by the Company.

       

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

       

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

       

      SECTION
        15.07.   Rights
        of the Trustee, Holders of Senior Indebtedness.

       

      The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article XV in respect of any Senior Indebtedness at any time held
        by it,
        to the same extent as 

       

       

      
        
           

        

        
          -63-

          
            

          

        

        
           

        

      

       

      any
        other
        holder of Senior Indebtedness, and nothing in this Indenture or any Additional
        Provisions shall deprive the Trustee of any of its rights as such
        holder.

       

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

       

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

       

      SECTION
        15.08.   Subordination
        May Not Be Impaired.

       

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

       

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

       

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

       

      


       


      
        
          
            


          

           

        

        
          -64-

          
            

          

        

        
           

          
            


          

        

      



      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.

       

      National
        Penn Bancshares, Inc.

      


      


      By:_______________________________        

      Name:
        ____________________________      

      Title:
        _____________________________       

      


      


      LaSalle
        Bank National Association, as Trustee

      


      


      By:
        ______________________________       

      Name:
        ____________________________      

      Title:
        _____________________________       

      


      


      


      


       


      
        
          
             

          

           

        

        
          -65-

          
            

          

        

        
           

          
            


          

        

      



      EXHIBIT
        A

       

      FORM
        OF JUNIOR SUBORDINATED DEBT SECURITY

       

      DUE
        2036

       

      [FORM
        OF FACE OF SECURITY]

       

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

       

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

       

      THE
        HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS
        AND
        WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, 

       

       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       


      
        
           

           

           

        

        
          A-2

          
            

          

        

        
           

        

      


      Form
        of
        Junior Subordinated Debt Security due 2036

       

      of

       

      National
        Penn Bancshares, Inc.

       

      National
        Penn Bancshares, Inc., a bank holding company incorporated in Pennsylvania
        (the
        "Company"), for value received promises to pay to LaSalle Bank National
        Association, not in its individual capacity but solely as Institutional Trustee
        for NPB Capital Trust VI, a Delaware statutory trust (the "Holder"), or
        registered assigns, the principal sum of Fifteen Million Four Hundred Sixty
        Four
        Thousand Dollars on March 15, 2036 and to pay interest on said principal
        sum
        from January 19, 2006, or from the most recent interest payment date (each
        such
        date, an "Interest Payment Date") to which interest has been paid or duly
        provided for, quarterly (subject to deferral as set forth herein) in arrears
        on
        March 15, June 15, September 15 and December 15 of each year commencing March
        15, 2006, at a variable per annum rate equal to LIBOR (as defined in the
        Indenture) plus 1.38% (the "Interest Rate") (provided, however, that the
        Interest Rate for any Interest Payment Period may not exceed the highest
        rate
        permitted by New York law, as the same may be modified by United States law
        of
        general applicability) until the principal hereof shall have become due and
        payable, and on any overdue principal and (without duplication and to the
        extent
        that payment of such interest is enforceable under applicable law) on any
        overdue installment of interest at an annual rate equal to the Interest Rate
        in
        effect for each such Extension Period compounded quarterly. The amount of
        interest payable on any Interest Payment Date shall be computed on the basis
        of
        a 360-day year and the actual number of days elapsed in the relevant interest
        period. Notwithstanding anything to the contrary contained herein, if any
        Interest Payment Date, other than on the Maturity Date, any Redemption Date
        or
        the Special Redemption Date, falls on a day that is not a Business Day, then
        any
        interest payable will be paid on, and such Interest Payment Date will be
        moved
        to, the next succeeding Business Day, and additional interest will accrue
        for
        each day that such payment is delayed as a result thereof. If the Maturity
        Date,
        any Redemption Date or the Special Redemption Date falls on a day that is
        not a
        Business Day, then the principal, premium, if any, and/or interest payable
        on
        such date will be paid on the next succeeding Business Day, and no additional
        interest will accrue in respect of such payment made on such next succeeding
        Business Day. The interest installment so payable, and punctually paid or
        duly
        provided for, on any Interest Payment Date will, as provided in the Indenture,
        be paid to the Person in whose name this Debt Security (or one or more
        Predecessor Securities, as defined in said Indenture) is registered at the
        close
        of business on the regular record date for such interest installment, except
        that interest and any Deferred Interest payable on the Maturity Date shall
        be
        paid to the Person to whom principal is paid. Any such interest installment
        not
        punctually paid or duly provided for shall forthwith cease to be payable
        to the
        registered holders on such regular record date and may be paid to the Person
        in
        whose name this Debt Security (or one or more Predecessor Debt Securities)
        is
        registered at the close of business on a special record date to be fixed
        by the
        Trustee for the payment of such defaulted interest, notice whereof shall
        be
        given to the registered holders of the Debt Securities not less than 10 days
        prior to such special record date, all as more fully provided in the Indenture.
        The principal of and interest on this Debt Security shall be payable at the
        office or agency of the Trustee (or other Paying Agent appointed by the Company)
        maintained for that purpose in any coin or currency of the United States
        of
        America that at the time of payment is legal tender for payment of public
        and
        private debts; provided,
        however,
        that
        payment of interest 

       

       

      
        
           

        

        
          A-3

          
            

          

        

        
           

        

      

       

      may
        be
        made at the option of the Company by check mailed to the registered holder
        at
        such address as shall appear in the Debt Security Register or by wire transfer
        or immediately available funds to an account appropriately designated by
        the
        holder hereof. Notwithstanding the foregoing, so long as the holder of this
        Debt
        Security is the Institutional Trustee, payment of the principal of and premium,
        if any, and interest on this Debt Security shall be made in immediately
        available funds when due at such place and to such account as may be designated
        by the Institutional Trustee. All payments in respect of this Debt Security
        shall be payable in any coin or currency of the United States of America
        that at
        the time of payment is legal tender for payment of public and private
        debts.

       

      Upon
        submission of Notice (as defined in the Indenture) and so long as it is acting
        in good faith, and so long as no Event of Default pursuant to paragraphs
        (c),
        (e) or (f) of Section 5.01 of the Indenture has occurred and is continuing
        the Company shall have the right, from time to time and without causing an
        Event
        of Default, to defer payments of interest on the Debt Securities by extending
        the interest distribution period on the Debt Securities at any time and from
        time to time during the term of the Debt Securities, for up to 20 consecutive
        quarterly periods (each such extended interest distribution period, an
        "Extension Period"), during which Extension Period no interest shall be due
        and
        payable (except any Additional Interest that may be due and payable). During
        any
        Extension Period, interest will continue to accrue on the Debt Securities,
        and
        interest on such accrued interest (such accrued interest and interest thereon
        referred to herein as "Deferred Interest") will accrue at an annual rate
        equal
        to the Interest Rate applicable during such Extension Period, compounded
        quarterly from the date such Deferred Interest would have been payable were
        it
        not for the Extension Period, to the extent permitted by law. No Extension
        Period may end on a date other than an Interest Payment Date. At the end
        of any
        such Extension Period the Company shall pay all Deferred Interest then accrued
        and unpaid on the Debt Securities; provided,
        however,
        that no
        Extension Period may extend beyond the Maturity Date; and provided,
        further,
        however, during any such Extension Period, the Company may not (i) declare
        or
        pay any dividends or distributions on, or redeem, purchase, acquire, or make
        a
        liquidation payment with respect to, any of the Company's capital stock or
        (ii)
        make any payment of principal of or premium, if any, or interest on or repay,
        repurchase or redeem any debt securities of the Company that rank pari passu
        in
        all respects with or junior in interest to the Debt Securities or (iii) make
        any
        payment under any guarantees of the Company that rank in all respects
pari
        passu
        with or
        junior in respect to the Capital Securities Guarantee (other than (a)
        repurchases, redemptions or other acquisitions of shares of capital stock
        of the
        Company (A) in connection with any employment contract, benefit plan or other
        similar arrangement with or for the benefit of one or more employees, officers,
        directors or consultants, (B) in connection with a dividend reinvestment
        or
        stockholder stock purchase plan or (C) in connection with the issuance of
        capital stock of the Company (or securities convertible into or exercisable
        for
        such capital stock), as consideration in an acquisition transaction entered
        into
        prior to the applicable Extension Period, (b) as a result of any exchange,
        reclassification, combination or conversion of any class or series of the
        Company's capital stock (or any capital stock of a subsidiary of the Company)
        for any class or series of the Company's capital stock or of any class or
        series
        of the Company's indebtedness for any class or series of the Company's capital
        stock, (c) the purchase of fractional interests in shares of the Company's
        capital stock pursuant to the conversion or exchange provisions of such capital
        stock or the security being converted or exchanged, (d) any declaration of
        a
        dividend in connection with any stockholder's rights plan, or the issuance
        of
        rights, stock or other property under any stockholder's rights plan, or the
        redemption or 

       

       

      
        
           

        

        
          A-4

          
            

          

        

        
           

        

      

       

       

      repurchase
        of rights pursuant thereto, or (e) any dividend in the form of stock, warrants,
        options or other rights where the dividend stock or the stock issuable upon
        exercise of such warrants, options or other rights is the same stock as that
        on
        which the dividend is being paid or ranks pari
        passu
        with or
        junior to such stock). Prior to the termination of any Extension Period,
        the
        Company may further extend such Extension Period; provided,
        that no
        Extension Period (including all previous and further consecutive extensions
        that
        are part of such Extension Period) shall exceed 20 consecutive quarterly
        periods, or extend beyond the Maturity Date. Upon the termination of any
        Extension Period and upon the payment of all Deferred Interest, the Company
        may
        commence a new Extension Period, subject to the foregoing requirements. The
        Company must give the Trustee notice of its election to begin any Extension
        Period ("Notice") not later than the related regular record date for the
        relevant Interest Payment Date. The Notice shall describe why the Company
        has
        elected to begin an Extension Period. The Notice shall acknowledge and affirm
        the Company's understanding that it is prohibited from issuing dividends
        and
        other distributions during the Extension Period. Upon receipt of the Notice,
        an
        Initial Purchaser shall have the right, at its sole discretion, to disclose
        the
        name of the Company, the fact that the Company has elected to begin an Extension
        Period and other information that such Initial Purchaser, at its sole
        discretion, deems relevant to the Company's election to begin an Extension
        Period. The Trustee shall give notice of the Company's election to begin
        a new
        Extension Period to the Securityholders. 

       

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

       

      The
        Company waives diligence, presentment, demand for payment, notice of nonpayment,
        notice of protest, and all other demands and notices.

       

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

       

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

       

      


       


      
        
          
             

          

           

        

        
          A-5

          
            

          

        

        
           

          
            


          

        

      



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

       

      National
        Penn Bancshares, Inc.

      


      


      By:__________________________        

      Name:
        ________________________        

      Title:
        _________________________       

      


      Dated:__________________,
        2006

       

      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      LaSalle
        Bank National Association, not in its individual capacity but solely as
        Trustee

      


      


      By:_____________________________       

      Authorized
        Signatory

      


      Dated:__________________,
        2006

       


      
        
           

        

        
          A-6

          
            

          

        

        
           

        

      


      [FORM
        OF
        REVERSE OF SECURITY]

       

      This
        Debt
        Security is one of a duly authorized series of Debt Securities of the Company,
        all issued or to be issued pursuant to an Indenture (the "Indenture"), dated
        as
        of January 19, 2006, duly executed and delivered between the Company and
        LaSalle
        Bank National Association, as Trustee (the "Trustee"), to which Indenture
        and
        all indentures supplemental thereto reference is hereby made for a description
        of the rights, limitations of rights, obligations, duties and immunities
        thereunder of the Trustee, the Company and the holders of the Debt Securities
        (referred to herein as the "Debt Securities") of which this Debt Security
        is a
        part. The summary of the terms of this Debt Security contained herein does
        not
        purport to be complete and is qualified by reference to the
        Indenture.

       

      Upon
        the
        occurrence and continuation of a Tax Event, an Investment Company Event or
        a
        Capital Treatment Event (each a "Special Event"), this Debt Security may
        become
        due and payable, in whole or in part, at any time, within 90 days following
        the
        occurrence of such Tax Event, Investment Company Event or Capital Treatment
        Event (the "Special Redemption Date"), as the case may be, at the Special
        Redemption Price.

       

      The
        Company shall also have the right to redeem this Debt Security at the option
        of
        the Company, in whole or in part, on any March 15, June 15, September 15
        or
        December 15 on or after March 15, 2011 (a "Redemption Date"), at the Redemption
        Price.

       

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

       

      "Redemption
        Price" means 100% of the principal amount of the Debt Securities being redeemed
        plus accrued and unpaid interest on such Debt Securities to the Redemption
        Date.

       

      "Special
        Redemption Price" means, with respect to the redemption of any Debt Security
        following a Special Event, an amount in cash equal to 103.525% of the principal
        amount of Debt Securities to be redeemed prior to March 15, 2007 and thereafter
        equal to the percentage of the principal amount of the Debt Securities that
        is
        specified below for the Special Redemption Date plus, in each case, unpaid
        interest accrued thereon to the Special Redemption Date: 

       

      
        	
                Special
                  Redemption During the 

                12-Month
                  Period Beginning March 15

              	
                Percentage
                  of Principal Amount

              
	 	 
	
                2007

              	
                103.140%

              
	
                2008

              	
                102.355%

              
	
                2009

              	
                101.570%

              
	
                2010

              	
                100.785%

              
	
                2011
                  and thereafter

              	
                100.000%

              
	 	 


      

       

       

      
        
           

        

        
          A-7

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          A-8

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      A-9