ex4-7.htm


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        4.7

       

      


      
        	
                 

                 

                 

                JUNIOR
                  SUBORDINATED INDENTURE

                 

                between

                 

                GREATER
                  COMMUNITY BANCORP

                 

                 

                and

                 

                 

                WILMINGTON
                  TRUST COMPANY,

                as
                  Trustee

                 

                 

                _____________________

                 

                Dated
                  as of July 2, 2007

                _____________________

                 

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                TABLE
                  OF CONTENTS

              
	  	
                Page

              
	
                ARTICLE
                  I

              
	
                Definitions
                  and Other Provisions of General Application

              
	 	 	 
	
                SECTION
                  1.1.

              	
                Definitions.

              	
                                   1

              
	
                SECTION
                  1.2.

              	
                Compliance
                  Certificate and Opinions.

              	
                10

              
	
                SECTION
                  1.3.

              	
                Forms
                  of Documents Delivered to Trustee.

              	
                11

              
	
                SECTION
                  1.4.

              	
                Acts
                  of Holders.

              	
                12

              
	
                SECTION
                  1.5.

              	
                Notices,
                  Etc.

              	
                13

              
	
                SECTION
                  1.6.

              	
                Notice
                  to Holders; Waiver.

              	
                14

              
	
                SECTION
                  1.7.

              	
                Effect
                  of Headings and Table of Contents.

              	
                14

              
	
                SECTION
                  1.8.

              	
                Successors
                  and Assigns.

              	
                14

              
	
                SECTION
                  1.9.

              	
                Separability
                  Clause.

              	
                15

              
	
                SECTION
                  1.10.

              	
                Benefits
                  of Indenture.

              	
                15

              
	
                SECTION
                  1.11.

              	
                Governing
                  Law.

              	
                15

              
	
                SECTION
                  1.12.

              	
                Submission
                  to Jurisdiction.

              	
                15

              
	
                SECTION
                  1.13.

              	
                Non-Business
                  Days.

              	
                15

              
	 	 	 
	
                ARTICLE
                  II

              
	
                Security
                  Forms

              
	 	 	 
	
                SECTION
                  2.1.

              	
                Form
                  of Security.

              	
                16

              
	
                SECTION
                  2.2.

              	
                Restricted
                  Legend.

              	
                16

              
	
                SECTION
                  2.3.

              	
                Form
                  of Trustee’s Certificate of Authentication.

              	
                16

              
	
                SECTION
                  2.4.

              	
                Temporary
                  Securities.

              	
                16

              
	
                SECTION
                  2.5.

              	
                Definitive
                  Securities.

              	
                17

              
	 	 	 
	
                ARTICLE
                  III

              
	
                The
                  Securities

              
	 	 	 
	
                SECTION
                  3.1.

              	
                Payment
                  of Principal and Interest.

              	
                17

              
	
                SECTION
                  3.2.

              	
                Denominations.

              	
                19

              
	
                SECTION
                  3.3.

              	
                Execution,
                  Authentication, Delivery and Dating.

              	
                19

              
	
                SECTION
                  3.4.

              	
                Global
                  Securities.

              	
                20

              
	
                SECTION
                  3.5.

              	
                Registration,
                  Transfer and Exchange Generally.

              	
                22

              
	
                SECTION
                  3.6.

              	
                Mutilated,
                  Destroyed, Lost and Stolen Securities.

              	
                23

              


      

      



      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  3.7.

              	
                Persons
                  Deemed Owners.

              	
                24

              
	
                SECTION
                  3.8.

              	
                Cancellation.

              	
                24

              
	
                SECTION
                  3.9.

              	
                Deferrals
                  of Interest Payment Dates.

              	
                24

              
	
                SECTION
                  3.10.

              	
                Right
                  of Set-Off.

              	
                25

              
	
                SECTION
                  3.11.

              	
                Agreed
                  Tax Treatment.

              	
                25

              
	
                SECTION
                  3.12.

              	
                CUSIP
                  Numbers.

              	
                25

              
	 	 	 
	
                ARTICLE
                  IV

              
	
                Satisfaction
                  and Discharge

              
	 	 	 
	
                SECTION
                  4.1.

              	
                Satisfaction
                  and Discharge of Indenture.

              	
                26

              
	
                SECTION
                  4.2.

              	
                Application
                  of Trust Money.

              	
                27

              
	 	 	 
	
                ARTICLE
                  V

              
	
                Remedies

              
	 	 	 
	
                SECTION
                  5.1.

              	
                Events
                  of Default.

              	
                27

              
	
                SECTION
                  5.2.

              	
                Acceleration
                  of Maturity; Rescission and Annulment.

              	
                28

              
	
                SECTION
                  5.3.

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee.

              	
                30

              
	
                SECTION
                  5.4.

              	
                Trustee
                  May File Proofs of Claim.

              	
                30

              
	
                SECTION
                  5.5.

              	
                Trustee
                  May Enforce Claim Without Possession of Securities.

              	
                31

              
	
                SECTION
                  5.6.

              	
                Application
                  of Money Collected.

              	
                31

              
	
                SECTION
                  5.7.

              	
                Limitation
                  on Suits.

              	
                31

              
	
                SECTION
                  5.8.

              	
                Unconditional
                  Right of Holders to Receive Principal, Premium and Interest; Direct
                  Action
                  by Holders of Preferred Securities.

              	
                32

              
	
                SECTION
                  5.9.

              	
                Restoration
                  of Rights and Remedies.

              	
                32

              
	
                SECTION
                  5.10.

              	
                Rights
                  and Remedies Cumulative.

              	
                33

              
	
                SECTION
                  5.11.

              	
                Delay
                  or Omission Not Waiver.

              	
                33

              
	
                SECTION
                  5.12.

              	
                Control
                  by Holders.

              	
                33

              
	
                SECTION
                  5.13.

              	
                Waiver
                  of Past Defaults.

              	
                33

              
	
                SECTION
                  5.14.

              	
                Undertaking
                  for Costs.

              	
                34

              
	
                SECTION
                  5.15.

              	
                Waiver
                  of Usury, Stay or Extension Laws.

              	
                34

              
	 	 	 
	
                ARTICLE
                  VI

              
	
                The
                  Trustee

              
	 	 	 
	
                SECTION
                  6.1.

              	
                Corporate
                  Trustee Required.

              	
                35

              
	
                SECTION
                  6.2.

              	
                Certain
                  Duties and Responsibilities.

              	
                35

              


      

      



      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  6.3.

              	
                Notice
                  of Defaults.

              	
                36

              
	
                SECTION
                  6.4.

              	
                Certain
                  Rights of Trustee.

              	
                36

              
	
                SECTION
                  6.5.

              	
                May
                  Hold Securities.

              	
                38

              
	
                SECTION
                  6.6.

              	
                Compensation;
                  Reimbursement; Indemnity.

              	
                38

              
	
                SECTION
                  6.7.

              	
                Resignation
                  and Removal; Appointment of Successor.

              	
                39

              
	
                SECTION
                  6.8.

              	
                Acceptance
                  of Appointment by Successor.

              	
                40

              
	
                SECTION
                  6.9.

              	
                Merger,
                  Conversion, Consolidation or Succession to Business.

              	
                41

              
	
                SECTION
                  6.10.

              	
                Not
                  Responsible for Recitals or Issuance of Securities.

              	
                41

              
	
                SECTION
                  6.11.

              	
                Appointment
                  of Authenticating Agent.

              	
                41

              
	 	 	 
	
                ARTICLE
                  VII

              
	
                Holders’
                  Lists and Reports by Trustee and Company

              
	 	 	 
	
                SECTION
                  7.1.

              	
                Company
                  to Furnish Trustee Names and Addresses of Holders.

              	
                43

              
	
                SECTION
                  7.2.

              	
                Preservation
                  of Information, Communications to Holders.

              	
                43

              
	
                SECTION
                  7.3.

              	
                Reports
                  by Company and Trustee.

              	
                43

              
	 	 	 
	
                ARTICLE
                  VIII

              
	
                Consolidation,
                  Merger, Conveyance, Transfer or Lease

              
	 	 	 
	
                SECTION
                  8.1.

              	
                Company
                  May Consolidate, Etc., Only on Certain Terms.

              	
                44

              
	
                SECTION
                  8.2.

              	
                Successor
                  Company Substituted.

              	
                45

              
	 	 	 
	
                ARTICLE
                  IX

              
	
                Supplemental
                  Indentures

              
	 	 	 
	
                SECTION
                  9.1.

              	
                Supplemental
                  Indentures without Consent of Holders.

              	
                45

              
	
                SECTION
                  9.2.

              	
                Supplemental
                  Indentures with Consent of Holders.

              	
                46

              
	
                SECTION
                  9.3.

              	
                Execution
                  of Supplemental Indentures.

              	
                47

              
	
                SECTION
                  9.4.

              	
                Effect
                  of Supplemental Indentures.

              	
                47

              
	
                SECTION
                  9.5.

              	
                Reference
                  in Securities to Supplemental Indentures.

              	
                47

              
	 	 	 
	
                ARTICLE
                  X

              
	
                Covenants

              
	 	 	 


      

      



      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  10.1.

              	
                Payment
                  of Principal, Premium and Interest.

              	
                48

              
	
                SECTION
                  10.2.

              	
                Money
                  for Security Payments to be Held in Trust.

              	
                48

              
	
                SECTION
                  10.3.

              	
                Statement
                  as to Compliance.

              	
                49

              
	
                SECTION
                  10.4.

              	
                Calculation
                  Agent.

              	
                49

              
	
                SECTION
                  10.5.

              	
                Additional
                  Tax Sums.

              	
                50

              
	
                SECTION
                  10.6.

              	
                Additional
                  Covenants.

              	
                50

              
	
                SECTION
                  10.7.

              	
                Waiver
                  of Covenants.

              	
                51

              
	
                SECTION
                  10.8.

              	
                Treatment
                  of Securities.

              	
                52

              
	 	 	 
	
                ARTICLE
                  XI

              
	
                Redemption
                  of Securities

              
	 	 	 
	
                SECTION
                  11.1.

              	
                Optional
                  Redemption.

              	
                52

              
	
                SECTION
                  11.2.

              	
                Special
                  Event Redemption.

              	
                52

              
	
                SECTION
                  11.3.

              	
                Election
                  to Redeem; Notice to Trustee.

              	
                53

              
	
                SECTION
                  11.4.

              	
                Selection
                  of Securities to be Redeemed.

              	
                53

              
	
                SECTION
                  11.5.

              	
                Notice
                  of Redemption.

              	
                53

              
	
                SECTION
                  11.6.

              	
                Deposit
                  of Redemption Price.

              	
                54

              
	
                SECTION
                  11.7.

              	
                Payment
                  of Securities Called for Redemption.

              	
                54

              
	 	 	 
	
                ARTICLE
                  XII

              
	
                Subordination
                  of Securities

              
	 	 	 
	
                SECTION
                  12.1.

              	
                Securities
                  Subordinate to Senior Debt.

              	
                55

              
	
                SECTION
                  12.2.

              	
                No
                  Payment When Senior Debt in Default; Payment Over of Proceeds Upon
                  Dissolution, Etc.

              	
                55

              
	
                SECTION
                  12.3.

              	
                Payment
                  Permitted If No Default.

              	
                57

              
	
                SECTION
                  12.4.

              	
                Subrogation
                  to Rights of Holders of Senior Debt.

              	
                57

              
	
                SECTION
                  12.5.

              	
                Provisions
                  Solely to Define Relative Rights.

              	
                57

              
	
                SECTION
                  12.6.

              	
                Trustee
                  to Effectuate Subordination.

              	
                58

              
	
                SECTION
                  12.7.

              	
                No
                  Waiver of Subordination Provisions.

              	
                58

              
	
                SECTION
                  12.8.

              	
                Notice
                  to Trustee.

              	
                58

              
	
                SECTION
                  12.9.

              	
                Reliance
                  on Judicial Order or Certificate of Liquidating Agent.

              	
                59

              
	
                SECTION
                  12.10.

              	
                Trustee
                  Not Fiduciary for Holders of Senior Debt.

              	
                59

              
	
                SECTION
                  12.11.

              	
                Rights
                  of Trustee as Holder of Senior Debt; Preservation of Trustee’s
                  Rights.

              	
                59

              
	
                SECTION
                  12.12.

              	
                Article
                  Applicable to Paying Agents.

              	
                60

              


      

      


      
        
          	
                  SCHEDULES

                	 
	
                  Schedule
                    A

                	
                  Determination
                    of LIBOR

                
	
                  Exhibit
                    A

                	
                  Form
                    of Junior Subordinated Note

                
	
                  Exhibit
                    B

                	
                  Form
                    of Financial Officer’s Certificate

                
	
                  Exhibit
                    C

                	
                  Form
                    of Officers’ Certificate pursuant to Section
                    10.3

                


        

      

      
      


      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      



      JUNIOR
        SUBORDINATED INDENTURE, dated as of July 2, 2007, between GREATER COMMUNITY
        BANCORP, a New Jersey corporation (the “Company”), and WILMINGTON TRUST
        COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the
        “Trustee”).

       

      RECITALS
        OF THE COMPANY

       

      WHEREAS,
        the Company has duly authorized the execution and delivery of this Indenture
        to
        provide for the issuance of its unsecured junior subordinated deferrable
        interest notes (the “Securities”) to evidence loans made to the Company
        of the proceeds from the issuance by GCB Capital Trust III, a Delaware statutory
        trust (the “Trust”), of undivided preferred beneficial interests in the
        assets of the Trust (the “Preferred Securities”) and undivided common
        beneficial interests in the assets of the Trust (the “Common
        Securities” and, collectively with the Preferred Securities, the “Trust
        Securities”), and to provide the terms and conditions upon which the
        Securities are to be authenticated, issued and delivered; and

       

      WHEREAS,
        all things necessary to make this Indenture a valid agreement of the Company,
        in
        accordance with its terms, have been done.

       

      Now,
        therefore, this Indenture Witnesseth:

       

      For
        and
        in consideration of the premises and the purchase of the Securities by the
        Holders thereof, it is mutually covenanted and agreed, for the equal and
        proportionate benefit of all Holders of the Securities, as follows:

       

      


       

      Definitions
        and Other Provisions of General Application

       

      Definitions.

       

      For
        all
        purposes of this Indenture, except as otherwise expressly provided or unless
        the
        context otherwise requires:

       

      the
        terms defined in this Article I have the meanings assigned to them in this
        Article I;

       

      the
        words “include”, “includes” and “including” shall be deemed to be followed by
        the phrase “without limitation”;

       

      all
        accounting terms not otherwise defined herein have the meanings assigned
        to them
        in accordance with GAAP;

       

      unless
        the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
        Indenture;

       

      the
        words “hereby”, “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;

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


       

      a
        reference to the singular includes the plural and vice versa;
        and

       

      the
        masculine, feminine or neuter genders used herein shall include the masculine,
        feminine and neuter genders.

       

      “Act”
        when used with respect to any Holder, has the meaning specified in Section
        1.4.

       

       “Additional
        Interest” means the interest, if any, that shall accrue on any amounts
        payable  on the Securities, the payment of which has not been made on
        the applicable Interest Payment Date and which shall accrue at the rate per
        annum, compounded quarterly, specified or determined as specified in such
        Security.

       

      “Additional
        Tax Sums” has the meaning specified in Section 10.5.

       

      “Additional
        Taxes” means taxes, duties or other governmental charges imposed on the
        Trust as a result of a Tax Event (which, for the sake of clarity, does not
        include amounts required to be deducted or withheld by the Trust from payments
        made by the Trust to or for the benefit of the Holder of, or any Person that
        acquires a beneficial interest in, the Securities).

       

      “Administrative
        Trustee” means, with respect to the Trust, a Person identified as an
“Administrative Trustee” in the Trust Agreement, solely in its capacity as
        Administrative Trustee of the Trust under the Trust Agreement and not in
        its
        individual capacity, or its successor in interest in such capacity, or any
        successor Administrative Trustee appointed as therein provided.

       

      “Affiliate”
        of any specified Person means any other Person directly or indirectly
        controlling or controlled by or under direct or indirect common control with
        such specified Person. For the purposes of this definition, “control,” when used
        with respect to any specified Person, means the power to direct the management
        and policies of such Person, directly or indirectly, whether through the
        ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
        foregoing.

       

      “Applicable
        Depositary Procedures” means, with respect to any transfer or transaction
        involving a Global Security or beneficial interest therein, the rules and
        procedures of the Depositary for such Security, in each case to the extent
        applicable to such transaction and as in effect from time to time.

       

      “Authenticating
        Agent” means any Person authorized by the Trustee pursuant to Section
        6.11 to act on behalf of the Trustee to authenticate the
        Securities.

       

       “Board
        of Directors” means the board of directors of the Company or any duly
        authorized committee of that board.

       

      “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.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “Business
        Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which
        banking institutions in the City of New York are authorized or required by
        law
        or executive order to remain closed or (iii) a day on which the Corporate
        Trust
        Office of the Trustee is closed for business.

       

      “Calculation
        Agent” has the meaning specified in Section 10.4.

       

      “Capital
        Disqualification Event” means the receipt by the Company of an Opinion of
        Counsel experienced in such matters that, as a result of an amendment to
        or a
        change in law, rule or regulation (including any announced prospective change)
        or a change in interpretation or application of law, rule or regulation by
        any
        legislative body, court, governmental agency or regulatory authority, there
        is
        more than an insubstantial risk that within ninety (90) days of the date
        of such
        opinion, the aggregate liquidation amount of the Preferred Securities will
        not
        be eligible to be treated by the Company as “Tier 1 Capital” (or the then
        equivalent) for purposes of the capital adequacy guidelines of the Federal
        Reserve or other “appropriate Federal banking agency” as such term is defined in
        12 U.S.C. 1813(q), which amendment, change or prospective change becomes
        effective or would become effective, as the case may be, on or after the
        date of
        issuance of the Securities; provided, however, that the inability of
        the Company to treat all or any portion of the liquidation amount of the
        Preferred Securities as Tier 1 Capital shall not constitute the basis for
        a
        Capital Disqualification Event if such inability results from the Company
        having
        such Preferred Securities outstanding in an amount that for any reason is
        in
        excess of the amount which may now or hereafter qualify for treatment as
        Tier 1
        Capital under applicable capital adequacy guidelines.  By way of
        example, the inability of the Company to treat all or any portion of the
        liquidation amount of the Preferred Securities as Tier 1 Capital as a result
        of
        the Final Rule on Risk-Based Capital Standards:  Trust Preferred
        Securities and the Definition of Capital, adopted on March 1, 2005, by the
        Federal Reserve, shall not constitute the basis for a Capital Disqualification
        Event.

       

      “Common
        Securities” has the meaning specified in the first recital of this
        Indenture.

       

      “Company”
        means the Person named as the “Company” in the first paragraph of this
        Indenture until a successor corporation shall have become such pursuant to
        the
        applicable provisions of this Indenture, and thereafter “Company” shall
        mean such successor corporation.

       

      “Company
        Request” and “Company Order” mean, respectively, the written
        request or order signed in the name of the Company by its Chairman of the
        Board
        of Directors, its Vice Chairman of the Board of Directors, its Chief Executive
        Officer, President or a Vice President, and by its Chief Financial Officer,
        Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
        and
        delivered to the Trustee.

       

      “Corporate
        Trust Office” means the principal office of the Trustee at which at any
        particular time its corporate trust business shall be administered, which
        office
        at the date of this Indenture is located at Rodney Square North, 1100 North
        Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Capital
        Markets.

       

      “Debt”
        means, with respect to any Person, whether recourse is to all or a portion
        of
        the assets of such Person, whether currently existing or hereafter incurred
        and
        whether or not

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      contingent
        and without duplication, (i) every obligation of such Person for money borrowed;
        (ii) every obligation of such Person evidenced by bonds, debentures, notes
        or
        other similar instruments, including obligations incurred in connection with
        the
        acquisition of property, assets or businesses; (iii) every reimbursement
        obligation of such Person with respect to letters of credit, bankers’
acceptances or similar facilities issued for the account of such Person;
        (iv)
        every obligation of such Person issued or assumed as the deferred purchase
        price
        of property or services (but excluding trade accounts payable or other accrued
        liabilities arising in the ordinary course of business); (v) every capital
        lease
        obligation of such Person; (vi) all indebtedness of such Person, whether
        incurred on or prior to the date of this Indenture or thereafter incurred,
        for
        claims in respect of derivative products, including interest rate, foreign
        exchange rate and commodity forward contracts, options and swaps and similar
        arrangements; (vii) every obligation of the type referred to in clauses (i)
        through (vi) of another Person and all dividends of another Person the payment
        of which, in either case, such Person has guaranteed or is responsible or
        liable
        for, directly or indirectly, as obligor or otherwise; and (viii) any renewals,
        extensions, refundings, amendments or modifications of any obligation of
        the
        type referred to in clauses (i) through (vii).

       

      “Defaulted
        Interest” has the meaning specified in Section 3.1.

       

      “Delaware
        Trustee” means, with respect to the Trust, the Person identified as the
“Delaware Trustee” in the Trust Agreement, solely in its capacity as Delaware
        Trustee of the Trust under the Trust Agreement and not in its individual
        capacity, or its successor in interest in such capacity, or any successor
        Delaware Trustee appointed as therein provided.

       

      “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 a Depositary effects book-entry
        transfers and pledges of securities deposited with the Depositary.

       

      “Distributions”
        means amounts payable in respect of the Trust Securities as provided in the
        Trust Agreement and referred to therein as “Distributions.”

       

      “Dollar”
        or “$” means the currency of the United States of America that, as at the time
        of payment, is legal tender for the payment of public and private
        debts.

       

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

       

      “Equity
        Interests” means any of (a) the partnership interests (general or limited)
        in a partnership, (b) the membership interests in a limited liability company
        or
        (c) the shares or stock interests (both common stock and preferred stock)
        in a
        corporation.

       

      “Event
        of Default” has the meaning specified in Section 5.1.

       

      “Exchange
        Act” means the Securities Exchange Act of 1934 or any statute successor
        thereto, in each case as amended from time to time.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “Expiration
        Date” has the meaning specified in Section 1.4.

       

      “Extension
        Period” has the meaning specified in Section 3.9.

       

      “Federal
        Reserve” means the Board of Governors of the Federal Reserve System, the
        staff thereof, or a Federal Reserve Bank, acting through delegated authority,
        in
        each case under the rules, regulations and policies of the Federal Reserve
        System, or if at any time after the execution of this Indenture any such
        entity
        is not existing and performing the duties now assigned to it , any successor
        body performing similar duties or functions.

       

      “GAAP”
        means United States generally accepted accounting principles, consistently
        applied, from time to time in effect.

       

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

       

      “Government
        Obligation” means (a) any security that is (i) a direct obligation of the
        United States of America of which the full faith and credit of the United
        States
        of America is pledged or (ii) an obligation of a Person controlled or supervised
        by and acting as an agency or instrumentality of the United States of America
        or
        the payment of which is unconditionally guaranteed as a full faith and credit
        obligation by the United States of America, which, in either case (i) or
        (ii),
        is not callable or redeemable at the option of the issuer thereof, and (b)
        any
        depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
        Securities Act) as custodian with respect to any Government Obligation that
        is
        specified in clause (a) above and held by such bank for the account of the
        holder of such depositary receipt, or with respect to any specific payment
        of
        principal of or interest on any Government Obligation that is so specified
        and
        held, provided, that (except as required by law) such custodian is not
        authorized to make any deduction from the amount payable to the holder of
        such
        depositary receipt from any amount received by the custodian in respect of
        the
        Government Obligation or the specific payment of principal or interest evidenced
        by such depositary receipt.

       

      “Guarantee
        Agreement” means the Guarantee Agreement executed by the Company and
        Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the
        execution and delivery of this Indenture, for the benefit of the holders
        of the
        Preferred Securities, as modified, amended or supplemented from time to
        time.

       

      “Holder”
        means a Person in whose name a Security is registered in the Securities
        Register.

       

      “Indenture”
        means this instrument as originally executed or as it may from time to time
        be
        amended or supplemented by one or more amendments or indentures supplemental
        hereto entered into pursuant to the applicable provisions hereof.

       

      “Interest
        Payment Date” means January 30, April 30, July 30 and October 30 of each
        year, commencing on July 30, 2007, during the term of this
        Indenture.

      


      “Investment
        Company Act” means the Investment Company Act of 1940 or any successor
        statute thereto, in each case as amended from time to time.

       


      
        
          
          

        

        
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      “Investment
        Company Event” means the receipt by the Company of an Opinion of Counsel
        experienced in such matters to the effect that, as a result of the occurrence
        of
        a change in law or regulation (including any announced prospective change)
        or a
        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 ninety (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, which change
        or
        prospective change becomes effective or would become effective, as the case
        may
        be, on or after the date of the issuance of the Securities.

       

      “LIBOR”
        has the meaning specified in Schedule A.

       

      “LIBOR
        Business Day” has the meaning specified in Schedule A.

       

      “LIBOR
        Determination Date” has the meaning specified in Schedule
        A.

       

      “Liquidation
        Amount” has the meaning specified in the Trust Agreement.

       

      “Maturity,”
        when used with respect to any Security, means the date on which the principal
        of
        such Security or any installment of principal becomes due and payable as
        therein
        or herein provided, whether at the Stated Maturity or by declaration of
        acceleration, call for redemption or otherwise.

       

      “Major
        Bank Subsidiary,” means any subsidiary of the Company that is a “major bank
        subsidiary” as such term is used in the Adopting Release accompanying the Final
        Rule on Risk-Based Capital Standards:  Trust Preferred Securities and
        the Definition of Capital, adopted on March 1, 2005, by the Federal Reserve,
        and
        as such term may subsequently be defined or interpreted in any rule, regulation,
        written interpretation or other public issuance of the Federal
        Reserve.  For purposes of this definition, any “depository
        institution” subsidiary of the Company within the meaning of Section 3(c) of the
        Federal Deposit Insurance Act that would be considered a Major Bank Subsidiary
        except for the fact that such subsidiary is not a “bank” within the meaning of
        Section 3(a) of the Bank Holding Company Act of 1956, shall be deemed to
        be a
        Major Bank Subsidiary.

       

      “Notice
        of Default” means a written notice of the kind specified in Section
        5.1(d).

       

       “Officers’
        Certificate” means a certificate signed by the Chairman of the Board, a
        Vice Chairman of the Board, the Chief Executive Officer, President or a Vice
        President, and by the Chief Financial Officer, Treasurer, an Assistant
        Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered
        to the Trustee.

       

      “Opinion
        of Counsel” means a written opinion of counsel, who may be counsel for or
        an employee of the Company or any Affiliate of the Company.

       

      “Original
        Issue Date” means the date of original issuance of each
        Security.

       

      “Outstanding”
        means, when used in reference to any Securities, as of the date of
        determination, all Securities theretofore authenticated and delivered under
        this
        Indenture, except:

       


      
        
          
          

        

        
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      Securities
        theretofore canceled by the Trustee or delivered to the Trustee for
        cancellation;

       

      Securities
        for whose payment or redemption money in the necessary amount has been
        theretofore deposited with the Trustee or any Paying Agent (other than the
        Company) in trust or set aside and segregated in trust by the Company (if
        the
        Company shall act as its own Paying Agent) for the Holders of such Securities;
        provided, that, if such Securities are to be redeemed, notice of such
        redemption has been duly given pursuant to this Indenture or provision therefor
        satisfactory to the Trustee has been made; and

       

      Securities
        that have been paid, or in substitution for or in lieu of which other Securities
        have been authenticated and delivered pursuant to the provisions of this
        Indenture, unless proof satisfactory to the Trustee is presented that any
        such
        Securities are held by Holders in whose hands such Securities are valid,
        binding
        and legal obligations of the Company;

       

      provided,
        that, in determining whether the Holders of the requisite principal amount
        of
        Outstanding Securities have given any request, demand, authorization, direction,
        notice, consent or waiver hereunder, Securities owned by the Company or any
        other obligor upon the Securities or any Affiliate of the Company or such
        other
        obligor shall be disregarded and deemed not to be Outstanding, except that,
        in
        determining whether the Trustee shall be protected in relying upon any such
        request, demand, authorization, direction, notice, consent or waiver, only
        Securities that a Responsible Officer of the Trustee actually knows to be
        so
        owned shall be so disregarded. Securities so owned that have been pledged
        in
        good faith may be regarded as Outstanding if the pledgee establishes to the
        satisfaction of the Trustee the pledgee’s right so to act with respect to such
        Securities and that the pledgee is not the Company or any other obligor upon
        the
        Securities or any Affiliate of the Company or such other obligor.
        Notwithstanding anything herein to the contrary, Securities initially issued
        to
        the Trust that are owned by the Trust shall be deemed to be Outstanding
        notwithstanding the ownership by the Company or an Affiliate of any beneficial
        interest in the Trust.

       

      


       

      “Paying
        Agent” means the Trustee or any Person authorized by the Company to pay the
        principal of or any premium or interest on, or other amounts in respect of,
        any
        Securities on behalf of the Company.

       

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

       

      “Place
        of Payment” means, with respect to the Securities, the Corporate Trust
        Office of the Trustee.

       

       “Preferred
        Securities” has the meaning specified in the first recital of this
        Indenture.

       


      
        
          
          

        

        
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      “Predecessor
        Security” of any particular Security means every previous Security
        evidencing all or a portion of the same debt as that evidenced by such
        particular Security. For the purposes of this definition, any security
        authenticated and delivered under Section 3.6 in lieu of a mutilated,
        destroyed, lost or stolen Security shall be deemed to evidence the same debt
        as
        the mutilated, destroyed, lost or stolen Security.

       

      “Proceeding”
        has the meaning specified in Section 12.2.

       

      “Property
        Trustee” means the Person identified as the “Property Trustee” in the Trust
        Agreement, solely in its capacity as Property Trustee of the Trust under
        the
        Trust Agreement and not in its individual capacity, or its successor in interest
        in such capacity, or any successor Property Trustee appointed as therein
        provided.

       

       “Purchase
        Agreement” means the Purchase Agreement, dated as of July 2, 2007, executed
        and delivered by the Trust, the Company and the Purchaser.

       

      “Purchaser”
        means TWE, Ltd., as purchaser of the Preferred Securities pursuant to the
        Purchase Agreement.

       

      “Redemption
        Date” means, when used with respect to any Security to be redeemed, the
        date fixed for such redemption by or pursuant to this Indenture.

       

      “Redemption
        Price” means, when used with respect to any Security to be redeemed, in
        whole or in part, the price at which such Security or portion thereof is
        to be
        redeemed as fixed by or pursuant to this Indenture.

       

      “Reference
        Banks” has the meaning specified in Schedule A.

       

      “Regular
        Record Date” for the interest payable on any Interest Payment Date with
        respect to the Securities means the date that is fifteen (15) days preceding
        such Interest Payment Date (whether or not a Business Day).

       

      “Responsible
        Officer” means, with respect to the Trustee, any Senior Vice President, any
        Vice President, any Assistant Vice President, the Secretary, any Assistant
        Secretary, the Treasurer, any Assistant Treasurer, any Financial Services
        Officer or Assistant Financial Services Officer, or any other officer in
        the
        Corporate Trust Office of the Trustee  with direct responsibility for
        the administration of this Indenture 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.

       

      “Rights
        Plan” means a plan of the Company providing for the issuance by the Company
        to all holders of its Equity Interests of rights entitling the holders thereof
        to subscribe for or purchase Equity Interests of the Company which rights
        (i)
        are deemed to be transferred with such Equity Interests and (ii) are also
        issued
        in respect of future issuances of such Equity Interests, in each case until
        the
        occurrence of a specified event or events.

       

      “Securities”
        or “Security” means any debt securities or debt security, as the case
        may be, authenticated and delivered under this Indenture.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “Securities
        Act” means the Securities Act of 1933 or any successor statute thereto, in
        each case as amended from time to time.

       

      “Securities
        Register” and “Securities Registrar” have the respective meanings
        specified in Section 3.5.

       

      “Senior
        Debt” means the principal of and any premium and interest on (including
        interest accruing on or after the filing of any petition in bankruptcy or
        for
        reorganization relating to the Company, whether or not such claim for
        post-petition interest is allowed in such proceeding) all Debt of the Company,
        whether incurred on or prior to the date of this Indenture or thereafter
        incurred, unless 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 in right of payment to the Securities; provided, however, that
        if the Company is subject to the regulation and supervision of an "appropriate
        Federal banking agency" within the meaning of 12 U.S.C. 1813(q), the Company
        shall have received the approval of such appropriate Federal banking agency
        prior to issuing any such obligation if not otherwise generally approved;
        provided further, that Senior Debt shall not include any other debt
        securities, and guarantees in respect of such debt securities, issued to
        any
        trust other than the Trust (or a trustee of such trust), partnership or other
        entity affiliated with the Company that is a financing vehicle of the Company
        (a
“financing entity”), in connection with the issuance by such financing entity of
        equity securities or other securities that are treated as equity capital
        for
        regulatory capital purposes guaranteed by the Company pursuant to an instrument
        that ranks pari passu with or junior in right of payment to the Securities,
        including, without limitation, the debt securities of the Company issued
        under
        the Indenture, dated June 28, 2002, between the Company and Deutsche Bank
        Trust
        Company Americas, as trustee, and the debt securities of the Company issued
        under the Indenture, dated July 9, 2002, between the Company and Deutsche
        Bank
        Trust Company Americas, as trustee.

       

      “Special
        Event” means the occurrence of a Capital Disqualification Event, an
        Investment Company Event or a Tax Event.

       

      “Special
        Event Redemption Price” has the meaning specified in Section
        11.2.

       

      “Special
        Record Date” for the payment of any Defaulted Interest means a date fixed
        by the Trustee pursuant to Section 3.1.

       

      “Stated
        Maturity” means July 30, 2037.

       

       “Subsidiary”
        means a Person more than fifty percent (50%) of the outstanding voting stock
        or
        other voting interests of which is owned, directly or indirectly, by the
        Company
        or by one or more other Subsidiaries, or by the Company and one or more other
        Subsidiaries. For purposes of this definition, “voting stock” means stock that
        ordinarily has voting power for the election of directors, whether at all
        times
        or only so long as no senior class of stock has such voting power by reason
        of
        any contingency.

       

      “Tax
        Event” means the receipt by the Company of an Opinion of Counsel
        experienced in such matters to the effect that, as a result of (a) 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 (b) any judicial decision or
        any

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      official
        administrative pronouncement (including any private letter ruling, technical
        advice memorandum or field service advice) or regulatory procedure, including
        any notice or announcement of intent to adopt any such pronouncement or
        procedure (an “Administrative Action”), regardless of whether such judicial
        decision or Administrative Action 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, change, judicial decision or Administrative
        Action is enacted, promulgated or announced, in each case, on or after the
        date
        of issuance of the Securities, there is more than an insubstantial risk that
        (i)
        the Trust is, or will be within ninety (90) days of the date of such opinion,
        subject to United States federal income tax with respect to income received
        or
        accrued on the Securities, (ii) interest payable by the Company on the
        Securities is not, or within ninety (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 ninety
        (90) days of the date of such opinion, subject to more than a de
        minimis amount of other taxes, duties or other governmental
        charges.

       

      “Trust”
        has the meaning specified in the first recital of this Indenture.

       

      “Trust
        Agreement” means the Amended and Restated Trust Agreement executed and
        delivered by the Company, the Property Trustee, the Delaware Trustee and
        the
        Administrative Trustees named therein, contemporaneously with the execution
        and
        delivery of this Indenture, for the benefit of the holders of the Trust
        Securities, as amended or supplemented from time to time.

       

      “Trustee”
        means the Person named as the “Trustee” in the first paragraph of this
        instrument, solely in its capacity as such and not in its individual capacity,
        until a successor Trustee shall have become such pursuant to the applicable
        provisions of this Indenture, and, thereafter, “Trustee” shall mean or
        include each Person who is then a Trustee hereunder.

       

      “Trust
        Indenture Act” means the Trust Indenture Act of 1939, as amended and as in
        effect on the date as of this Indenture.

       

      “Trust
        Securities” has the meaning specified in the first recital of this
        Indenture.

       

      Compliance
        Certificate and Opinions.

       

      Upon
        any
        application or request by the Company to the Trustee to take any action under
        any provision of this Indenture, the Company shall furnish to the Trustee
        an
        Officers’ Certificate stating that all conditions precedent (including covenants
        compliance with which constitutes a condition 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 (including covenants compliance with which constitutes
        a
        condition precedent), if any, have been complied with, except that, in the
        case
        of any such application or request as to which the furnishing of such documents
        is specifically required by any provision of this Indenture relating to such
        particular application or request, no additional certificate or opinion need
        be
        furnished.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Every
        certificate or opinion delivered to the Trustee with respect to compliance
        with
        a condition or covenant provided for in this Indenture (other than the
        certificate provided pursuant to Section 10.3) shall include:

       

      a
        statement by each individual signing such certificate or opinion that such
        individual has read such covenant or condition and the definitions herein
        relating thereto;

       

      a
        brief
        statement as to the nature and scope of the examination or investigation
        upon
        which the statements or opinions of such individual contained in such
        certificate or opinion are based;

       

      a
        statement that, in the opinion of such individual, 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

       

      a
        statement as to whether, in the opinion of such individual, such condition
        or
        covenant has been complied with.

       

      Forms
        of
        Documents Delivered to Trustee.

       

      In
        any
        case where several matters are required to be certified by, or covered by
        an
        opinion of, any specified Person, it is not necessary that all such matters
        be
        certified by, or covered by the opinion of, only one such Person, or that
        they
        be so certified or covered by only one document, but one such Person may
        certify
        or give an opinion with respect to some matters and one or more other such
        Persons as to other matters, and any such Person may certify or give an opinion
        as to such matters in one or several documents.

       

      Any
        certificate or opinion of an officer of the Company may be based, insofar
        as it
        relates to legal matters, upon a certificate or opinion of, or representations
        by, counsel, unless such officer knows, or after reasonable inquiry should
        know,
        that the certificate or opinion or representations with respect to matters
        upon
        which his or her certificate or opinion is based are erroneous. Any such
        certificate or Opinion of Counsel may be based, insofar as it relates to
        factual
        matters, upon a certificate or opinion of, or representations by, an officer
        or
        officers of the Company stating that the information with respect to such
        factual matters is in the possession of the Company, unless such counsel
        knows,
        or after reasonable inquiry should know, that the certificate or opinion
        or
        representations with respect to such matters are erroneous.

       

      Where
        any
        Person is required to make, give or execute two or more applications, requests,
        consents, certificates, statements, opinions or other instruments under this
        Indenture, they may, but need not, be consolidated and form one
        instrument.

       

      Whenever,
        subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
        typographical or other inadvertent or unintentional error or omission shall
        be
        discovered therein, a new document or instrument may be substituted therefor
        in
        corrected form with the same force and effect as if originally received in
        the
        corrected form and, irrespective of the date or dates of the actual execution
        and/or delivery thereof, such substitute document or instrument shall be
        deemed
        to have been executed and/or delivered as of the date or dates required with
        respect to the document

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      or
        instrument for which it is substituted.  Without limiting the
        generality of the foregoing, any Securities issued under the authority of such
        defective document or instrument shall nevertheless be the valid obligations
        of
        the Company entitled to the benefits of this Indenture equally and ratably
        with
        all other Outstanding Securities.

       

      Acts
        of
        Holders.

       

      Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given or taken by Holders may be
        embodied in and evidenced by one or more instruments of substantially similar
        tenor signed by such Holders in person or by an agent thereof duly appointed
        in
        writing; and, except as herein otherwise expressly provided, such action
        shall
        become effective when such instrument or instruments (including any appointment
        of an agent) is or are delivered to the Trustee, and, where it is hereby
        expressly required, to the Company. Such instrument or instruments (and the
        action embodied therein and evidenced thereby) are herein sometimes referred
        to
        as the “Act” of the Holders signing such instrument or instruments.
        Proof of execution of any such instrument or of a writing appointing any
        such
        agent shall be sufficient for any purpose of this Indenture and conclusive
        in
        favor of the Trustee and the Company, if made in the manner provided in this
        Section 1.4.

       

      The
        fact
        and date of the execution by any Person of any such instrument or writing
        may be
        proved by the affidavit of a witness of such execution or by the certificate
        of
        any notary public or other officer authorized by law to take acknowledgments
        of
        deeds, certifying that the individual signing such instrument or writing
        acknowledged to him or her the execution thereof. Where such execution is
        by a
        Person acting in other than his or her individual capacity, such certificate
        or
        affidavit shall also constitute sufficient proof of his or her
        authority.  The fact and date of the execution by any Person of any
        such instrument or writing, or the authority of the Person executing the
        same,
        may also be proved in any other manner that the Trustee deems sufficient
        and in
        accordance with such reasonable rules as the Trustee may determine.

       

      The
        ownership of Securities shall be proved by the Securities Register.

       

      Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Security shall bind every future Holder of the
        same
        Security and the Holder of every Security issued upon the registration of
        transfer thereof or in exchange therefor or in lieu thereof in respect of
        anything done or suffered to be done by the Trustee or the Company in reliance
        thereon, whether or not notation of such action is made upon such
        Security.

       

      Without
        limiting the foregoing, a Holder entitled to take any action hereunder with
        regard to any particular Security may do so with regard to all or any part
        of
        the principal amount of such Security or by one or more duly appointed agents
        each of which may do so pursuant to such appointment with regard to all or
        any
        part of such principal amount.

       

      Except
        as
        set forth in paragraph (g) of this Section 1.4, the Company may set any day
        as a
        record date for the purpose of determining the Holders of Outstanding Securities
        entitled to give, make or take any request, demand, authorization, direction,
        notice, consent, waiver or other action provided or permitted by this Indenture
        to be given, made or taken by Holders of Securities. If any record date is
        set
        pursuant to this paragraph, the Holders of Outstanding

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Securities
        on such record date, and no other Holders, shall be entitled to take the
        relevant action, whether or not such Holders remain Holders after such record
        date; provided, that no such action shall be effective hereunder unless
        taken on or prior to the applicable Expiration Date (as defined below) by
        Holders of the requisite principal amount of Outstanding Securities on such
        record date.  Nothing in this paragraph shall be construed to prevent
        the Company from setting a new record date for any action for which a record
        date has previously been set pursuant to this paragraph (whereupon the record
        date previously set shall automatically and with no action by any Person
        be
        canceled and of no effect).  Promptly after any record date is set
        pursuant to this paragraph, the Company, at its own expense, shall cause
        notice
        of such record date, the proposed action by Holders and the applicable
        Expiration Date to be given to the Trustee in writing and to each Holder
        of
        Securities in the manner set forth in Section 1.6.

       

      The
        Trustee may set any day as a record date for the purpose of determining the
        Holders of Outstanding Securities entitled to join in the giving or making
        of
        (i) any Notice of Default, (ii) any declaration of acceleration or rescission
        or
        annulment thereof referred to in Section 5.2, (iii) any request to institute
        proceedings referred to in Section 5.7(b) or (iv) any direction referred
        to in
        Section 5.12. If any record date is set pursuant to this paragraph, the Holders
        of Outstanding Securities on such record date, and no other Holders, shall
        be
        entitled to join in such notice, declaration, request or direction, whether
        or
        not such Holders remain Holders after such record date; provided, that
        no such action shall be effective hereunder unless taken on or prior to the
        applicable Expiration Date by Holders of the requisite principal amount of
        Outstanding Securities on such record date. Nothing in this paragraph shall
        be
        construed to prevent the Trustee from setting a new record date for any action
        for which a record date has previously been set pursuant to this paragraph
        (whereupon the record date previously set shall automatically and with no
        action
        by any Person be canceled and of no effect).  Promptly after any
        record date is set pursuant to this paragraph, the Trustee, at the Company’s
        expense, shall cause notice of such record date, the proposed action by Holders
        and the applicable Expiration Date to be given to the Company in writing
        and to
        each Holder of Securities in the manner set forth in Section 1.6.

       

      With
        respect to any record date set pursuant to paragraph (f) or (g) of this Section
        1.4, the party hereto that sets such record date may designate any day as
        the
“Expiration Date” and from time to time may change the Expiration Date
        to any earlier or later day; provided, that no such change shall be
        effective unless notice of the proposed new Expiration Date is given to the
        other party hereto in writing, and to each Holder of Securities in the manner
        set forth in Section 1.6, on or prior to the existing Expiration Date. If
        an
        Expiration Date is not designated with respect to any record date set pursuant
        to this Section 1.4, the party hereto that set such record date shall be
        deemed
        to have initially designated the ninetieth (90th) day
        after such
        record date as the Expiration Date with respect thereto, subject to its right
        to
        change the Expiration Date as provided in this paragraph. Notwithstanding
        the
        foregoing, no Expiration Date shall be later than the one hundred and eightieth
        (180th) day
        after the applicable record date.

       

      Notices,
        Etc.

       

      Any
        request, demand, authorization, direction, notice, consent, waiver, Act of
        Holders, or other document provided or permitted by this Indenture to be
        made
        upon, given or furnished to, or filed with:

       


      
        
          
          

        

        
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      the
        Trustee by any Holder, any holder of Preferred Securities or the Company
        shall
        be sufficient for every purpose hereunder if made, given, furnished or filed
        in
        writing to or with the Trustee at its Corporate Trust Office,

       

      the
        Company by the Trustee, any Holder or any holder of Preferred Securities
        shall
        be sufficient for every purpose hereunder if in writing and mailed, first-class,
        postage prepaid, to the Company addressed to it at 55 Union Boulevard, Totowa,
        NJ 07512, Attn: Chief Financial Officer, or at any other address previously
        furnished in writing to the Trustee by the Company, or

       

      (c)           the
        Purchaser by the Trustee, the Company, any Holder or any holder or beneficial
        owner of the Preferred Securities, shall be sufficient for every purpose
        hereunder if in writing and mailed, first-class, postage prepaid, to the
        Purchaser at: c/o Maples Finance Limited, P.O. Box 1093 GT, Queensgate House,
        South Church Street, George Town, Grand Cayman, Cayman Islands, Attention:
        The
        Directors, or any other address previously furnished by the
        Purchaser.

       

       

      Notice
        to
        Holders; Waiver.

       

      Where
        this Indenture provides for notice to Holders of any event, such notice shall
        be
        sufficiently given (unless otherwise herein expressly provided) if in writing
        and mailed, first class, postage prepaid, to each Holder affected by such
        event
        to the address of such Holder as it appears in the Securities Register, not
        later than the latest date, and not earlier than the earliest date, prescribed
        for the giving of such notice. If, by reason of the suspension of or
        irregularities in regular mail service or for any other reason, it shall
        be
        impossible or impracticable to mail notice of any event to Holders when said
        notice is required to be given pursuant to any provision of this Indenture,
        then
        any manner of giving such notice as shall be satisfactory to the Trustee
        shall
        be deemed to be a sufficient giving of such notice. In any case where notice
        to
        Holders is given by mail, neither the failure to mail such notice, nor any
        defect in any notice so mailed, to any particular Holder shall affect the
        sufficiency of such notice with respect to other Holders. Where this Indenture
        provides for notice in any manner, such notice may be waived in writing by
        the
        Person entitled to receive such notice, either before or after the event,
        and
        such waiver shall be the equivalent of such notice. Waivers of notice by
        Holders
        shall be filed with the Trustee, but such filing shall not be a condition
        precedent to the validity of any action taken in reliance upon such
        waiver.

       

      Effect
        of
        Headings and Table of Contents.

       

      The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction of this
        Indenture.

       

      Successors
        and Assigns.

       

      This
        Indenture shall be binding upon and shall inure to the benefit of any successor
        to the Company and the Trustee, including any successor by operation of
        law.  Except in connection with a transaction involving the Company
        that is permitted under Article VIII and pursuant to

       


      
        
          
          

        

        
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      which
        the
        assignee agrees in writing to perform the Company’s obligations hereunder, the
        Company shall not assign its obligations hereunder.

       

      Separability
        Clause.

       

      If
        any
        provision in this Indenture or in the Securities shall be invalid, illegal
        or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby, and there
        shall
        be deemed substituted for the provision at issue a valid, legal and enforceable
        provision as similar as possible to the provision at issue.

       

      Benefits
        of Indenture.

       

      Nothing
        in this Indenture or in the Securities, express or implied, shall give to
        any
        Person, other than the parties hereto and their successors and assigns, the
        holders of Senior Debt, the Holders of the Securities and, to the extent
        expressly provided in Sections 5.2, 5.8, 5.9, 5.11,
5.13, 9.2 and 10.7, the holders of
        Preferred Securities,
        any benefit or any legal or equitable right, remedy or claim under this
        Indenture.

       

      Governing
        Law.

       

      This
        Indenture and the rights and obligations of each of the Holders, the Company
        and
        the Trustee shall be construed and enforced in accordance with and governed
        by
        the laws of the State of New York without reference to its conflict of laws
        provisions (other than Section 5-1401 of the General Obligations
        Law).

       

      Submission
        to Jurisdiction.

       

      ANY
        LEGAL
        ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
        ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS
        OF THE
        STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
        OF
        AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
        BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH
        PARTY
        ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
        UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
        APPEALS
        THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
        INDENTURE.

       

      Non-Business
        Days.

       

      If
        any
        Interest Payment Date, Redemption Date or Stated Maturity of any Security
        shall
        not be a Business Day, then (notwithstanding any other provision of this
        Indenture or the Securities) payment of interest, premium, if any, or principal
        or other amounts in respect of such Security shall not be made on such date,
        but
        shall be made on the next succeeding Business Day (and no interest shall
        accrue
        in respect of the amounts whose payment is so delayed for the period from
        and
        after such Interest Payment Date, Redemption Date or Stated Maturity, as
        the
        case may be, until such next succeeding Business Day) except that, if such
        Business Day falls in the next succeeding calendar year, such payment shall
        be
        made on the immediately preceding

       


      
        
          
          

        

        
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      Business
        Day, in each case with the same force and effect as if made on the Interest
        Payment Date or Redemption Date or at the Stated Maturity.

       

      


       

      Security
        Forms

       

      Form
        of
        Security.

       

      Any
        Security issued hereunder shall be in substantially the form attached hereto
        as
Exhibit A.

       

      Restricted
        Legend.

       

      (a)           Any
        Security issued hereunder shall bear a legend in substantially the form
        contained in Exhibit A attached hereto.

       

      (a)                      (b)           Such
        legend shall not be removed from any Security unless there is delivered to
        the
        Company satisfactory evidence, which may include an Opinion of Counsel, as
        may
        be reasonably required to ensure that any future transfers thereof may be
        made
        without restriction under or violation of the provisions of the Securities
        Act
        and other applicable law.  Upon provision of such satisfactory
        evidence, the Company shall execute and deliver to the Trustee, and the Trustee
        shall deliver, at the written direction of the Company, a Security that does
        not
        bear the legend.

       

      


      Form
        of
        Trustee’s Certificate of Authentication.

       

      The
        Trustee’s certificates of authentication shall be in substantially the form
        contained in  Exhibit A attached hereto.

       

      Temporary
        Securities.

       

      Pending
        the preparation of definitive Securities, the Company may execute, and upon
        Company Order the Trustee shall authenticate and deliver, temporary Securities
        that are printed, lithographed, typewritten, mimeographed or otherwise produced,
        in any denomination, substantially of the tenor of the definitive Securities
        in
        lieu of which they are issued and with such appropriate insertions, omissions,
        substitutions and other variations as the officers executing such Securities
        may
        determine, as evidenced by their execution of such Securities.

       

      If
        temporary Securities are issued, the Company will cause definitive Securities
        to
        be prepared without unreasonable delay. After the preparation of definitive
        Securities, the temporary Securities shall be exchangeable for definitive
        Securities upon surrender of the temporary Securities at the office or agency
        of
        the Company designated for that purpose without charge to the Holder. Upon
        surrender for cancellation of any one or more temporary Securities, the Company
        shall execute and the Trustee shall authenticate and deliver in exchange
        therefor one or more definitive Securities of any authorized denominations
        having the same Original Issue Date and Stated Maturity and having the same
        terms as such temporary Securities. Until so

       


      
        
          
          

        

        
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      exchanged,
        the temporary Securities shall in all respects be entitled to the same benefits
        under this Indenture as definitive Securities.

       

      Definitive
        Securities.

       

      The
        Securities issued on the Original Issue Date shall be in definitive
        form.  The definitive Securities shall be printed, lithographed or
        engraved, or produced by any combination of these methods, if required by
        any
        securities exchange on which the Securities may be listed, on a steel engraved
        border or steel engraved borders or may be produced in any other manner
        permitted by the rules of any securities exchange on which the Securities
        may be
        listed, all as determined by the officers executing such Securities, as
        evidenced by their execution of such Securities.

      
 

       

      The
        Securities

       

      Payment
        of Principal and Interest.

       

      The
        unpaid principal amount of the Securities shall bear interest at a fixed
        rate
        per annum equal to 6.96% through the Interest Payment Date on July 30, 2017,
        and
        a variable rate per annum, reset quarterly, equal to LIBOR plus 1.40%
        thereafter, such interest to accrue from the Original Issue Date or from
        the
        most recent Interest Payment Date to which interest has been paid or duly
        provided for, and any overdue principal, premium or Additional Tax Sums and
        any
        overdue installment of interest shall bear Additional Interest (to the extent
        payment of such interest would be legally enforceable) at a fixed rate per
        annum
        equal to 6.96% through the Interest Payment Date on July 30, 2017, and a
        variable rate per annum, reset quarterly, equal to LIBOR plus 1.40% thereafter,
        compounded quarterly, from the dates such amounts are due until they are
        paid or
        funds for the payment thereof are made available for payment.

       

      Interest
        and Additional Interest on any Security that is payable, and is punctually
        paid
        or duly provided for, on any Interest Payment Date shall be paid to the Person
        in whose name that Security (or one or more Predecessor Securities) is
        registered at the close of business on the Regular Record Date for such
        interest, except that interest and any Additional Interest payable on the
        Stated
        Maturity (or any date of principal repayment upon early maturity) of the
        principal of a Security or on a Redemption Date shall be paid to the Person
        to
        whom principal is paid. The initial payment of interest on any Security that
        is
        issued between a Regular Record Date and the related Interest Payment Date
        shall
        be payable as provided in such Security.

       

      Any
        interest on any Security that is due and payable, but is not timely paid
        or duly
        provided for, on any Interest Payment Date for Securities (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 may be paid by the Company, at its
        election in each case, as provided in paragraph (i) or (ii) below:

       

      The
        Company may elect to make payment of any Defaulted Interest to the Persons
        in
        whose names the Securities (or their respective Predecessor Securities) are
        registered at the close of business on a special record date for the payment
        of
        such

       


      
        
          
          

        

        
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      Defaulted
        Interest (a “Special Record Date”), which shall be fixed in the
        following manner.  At least thirty (30) days prior to the date of the
        proposed payment, the Company

       

      shall
        notify the Trustee in writing of the amount of Defaulted Interest proposed
        to be
        paid on each Security and the date of the proposed payment, and at the same
        time
        the Company shall deposit with the Trustee an amount of money equal to the
        aggregate amount proposed to be paid in respect of such Defaulted Interest
        or
        shall make arrangements satisfactory to the Trustee for such deposit prior
        to
        the date of the proposed payment, such money when deposited to be held in
        trust
        for the benefit of the Persons entitled to such Defaulted Interest. Thereupon
        the Trustee shall fix a Special Record Date for the payment of such Defaulted
        Interest, which shall be not more than fifteen (15) days and not less than
        ten
        (10) days prior to the date of the proposed payment and not less than ten
        (10)
        days after the receipt by the Trustee of the notice of the proposed payment.
        The
        Trustee shall promptly notify the Company of such Special Record Date and,
        in
        the name and at the expense of the Company, shall cause notice of the proposed
        payment of such Defaulted Interest and the Special Record Date therefor to
        be
        mailed, first class, postage prepaid, to each Holder of a Security at the
        address of such Holder as it appears in the Securities Register not less
        than
        ten (10) days prior to such Special Record Date.  Notice of the
        proposed payment of such Defaulted Interest and the Special Record Date therefor
        having been so mailed, such Defaulted Interest shall be paid to the Persons
        in
        whose names the Securities (or their respective Predecessor Securities) are
        registered on such Special Record Date; or

       

      The
        Company may make payment of any Defaulted Interest in any other lawful manner
        not inconsistent with the requirements of any securities exchange or automated
        quotation system on which the Securities may be listed, traded or quoted
        and,
        upon such notice as may be required by such exchange or automated quotation
        system (or by the Trustee if the Securities are not listed), if, after notice
        given by the Company to the Trustee of the proposed payment pursuant to this
        clause, such payment shall be deemed practicable by the Trustee.

       

      Payments
        of interest on the Securities shall include interest accrued to but excluding
        the respective Interest Payment Dates. The amount of interest payable for
        any
        interest period shall be computed and paid on the basis of a 360-day year
        and
        the actual number of days elapsed in the relevant interest period.

       

      Payment
        of principal of, premium, if any, and interest on the Securities shall be
        made
        in such coin or currency of the United States of America as at the time of
        payment is legal tender for payment of public and private
        debts.  Payments of principal, premium, if any, and interest due at
        the Maturity of such Securities shall be made at the Place of Payment upon
        surrender of such Securities to the Paying Agent and payments of interest
        shall
        be made, subject to such surrender where applicable, by wire transfer at
        such
        place and to such account at a banking institution in the United States as
        may
        be designated in writing to the Paying Agent at least ten (10) Business Days
        prior to the date for payment by the Person entitled thereto unless proper
        written transfer instructions have not been received by the relevant record
        date, in which case such payments shall be made by check mailed to the address
        of such Person as such address shall appear in the Security
        Register.  Notwithstanding the foregoing, so long as the holder of the


       


      
        
          
          

        

        
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      Security
        is the Property Trustee, the payment of the principal of (and premium if
        any)
        and interest (including any overdue installment of interest and Additional
        Tax
        Sums, if any) on the Security will be made at such place and to such account
        as
        may be designated by the Property Trustee.

       

      Subject
        to the foregoing provisions of this Section 3.1, each Security delivered
        under this Indenture upon transfer of or in exchange for or in lieu of any
        other
        Security shall carry the rights to interest accrued and unpaid, and to accrue,
        that were carried by such other Security.

       

      Denominations.

       

      The
        Securities shall be in registered form without coupons and shall be issuable
        in
        minimum denominations of $100,000 and any integral multiple of $1,000 in
        excess
        thereof.

       

      Execution,
        Authentication, Delivery and Dating.

       

      At
        any
        time and from time to time after the execution and delivery of this Indenture,
        the Company may deliver Securities in an aggregate principal amount (including
        all then Outstanding Securities) not in excess of $24,743,000 executed by
        the
        Company to the Trustee for authentication, together with a Company Order
        for the
        authentication and delivery of such Securities, and the Trustee in accordance
        with the Company Order shall authenticate and deliver such Securities. In
        authenticating such Securities, and accepting the additional responsibilities
        under this Indenture in relation to such Securities, the Trustee shall be
        entitled to receive, and shall be fully protected in relying upon:

       

      a
        copy of
        any Board Resolution relating thereto; and

       

      an
        Opinion of Counsel stating that (1) such Securities, when authenticated and
        delivered by the Trustee and issued by the Company in the manner and subject
        to
        any conditions specified in such Opinion of Counsel, will constitute valid
        and
        legally binding obligations of the Company, subject to bankruptcy, insolvency,
        fraudulent transfer, reorganization, moratorium and similar laws of general
        applicability relating to or affecting creditors’ rights and to general equity
        principles; (2) the Securities have been duly authorized and executed by
        the
        Company and have been delivered to the Trustee for authentication in accordance
        with this Indenture; and (3) the Securities are not required to be registered
        under the Securities Act.

       

      The
        Securities shall be executed on behalf of the Company by its Chairman of
        the
        Board, its Vice Chairman of the Board, its Chief Executive Officer, its
        President or one of its Vice Presidents. The signature of any of these officers
        on the Securities may be manual or facsimile.  Securities bearing the
        manual or facsimile signatures of individuals who were at any time the proper
        officers of the Company shall bind the Company, notwithstanding that such
        individuals or any of them have ceased to hold such offices prior to the
        authentication and delivery of such Securities or did not hold such offices
        at
        the date of such Securities.

       

      No
        Security shall be entitled to any benefit under this Indenture or be valid
        or
        obligatory for any purpose, unless there appears on such Security a certificate
        of authentication substantially in the form provided for herein executed
        by the
        Trustee by the manual signature of one of its 

       


      
        
          
          

        

        
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      authorized
        officers, and such certificate upon any Security shall be conclusive evidence,
        and the only evidence, that such Security has been duly authenticated and
        delivered hereunder. Notwithstanding the foregoing, if any Security shall
        have
        been authenticated and delivered hereunder but never issued and sold by the
        Company, and the Company shall deliver such Security to the Trustee for
        cancellation as provided in Section 3.8, for all purposes of this
        Indenture such Security shall be deemed never to have been authenticated
        and
        delivered hereunder and shall never be entitled to the benefits of this
        Indenture.

       

      Each
        Security shall be dated the date of its authentication.

       

      Global
        Securities.

       

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

       

      Notwithstanding
        any other provision in this Indenture, no Global Security may be exchanged
        in
        whole or in part for registered Securities, and no transfer of a Global Security
        in whole or in part may be registered, in the name of any Person other than
        the
        Depositary for such Global Security 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 Security, 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 Security of the occurrence
        of such
        event and of the availability of Securities to such owners of beneficial
        interests requesting the same.  Upon the issuance of such Securities
        and the registration in the Securities Register of such Securities in the
        names
        of the Holders of the beneficial interests therein, the Trustees shall recognize
        such holders of beneficial interests as Holders.

       

      If
        any
        Global Security is to be exchanged for other Securities or canceled in part,
        or
        if another Security is to be exchanged in whole or in part for a beneficial
        interest in any Global Security, then either (i) such Global Security shall
        be
        so surrendered for exchange or cancellation as provided in this Article
        III 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 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 Securities Registrar, whereupon the Trustee, in accordance
        with the Applicable Depositary Procedures, shall instruct 

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      the
        Depositary or its authorized representative to make a corresponding adjustment
        to its records. Upon any such surrender or adjustment of a Global Security
        by
        the Depositary, accompanied by registration instructions, the Company shall
        execute and the Trustee shall authenticate and deliver any Securities issuable
        in exchange for such Global Security (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.

       

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

       

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

       

      The
        Depositary or its nominee, as the registered owner of a Global Security,
        shall
        be the Holder of such Global Security for all purposes under this Indenture
        and
        the Securities, and owners of beneficial interests in a Global Security shall
        hold such interests pursuant to the Applicable Depositary Procedures.
        Accordingly, any such owner’s beneficial interest in a Global Security 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 Securities Registrar and the Trustee shall be
        entitled to deal with the Depositary for all purposes of this Indenture relating
        to a Global Security (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 Security and
        shall
        have no obligations to the owners of beneficial interests
        therein.  Neither the Trustee nor the Securities Registrar shall have
        any liability in respect of any transfers effected by the
        Depositary.

       

      The
        rights of owners of beneficial interests in a Global Security 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.

       

      No
        holder
        of any beneficial interest in any Global Security held on its behalf by a
        Depositary shall have any rights under this Indenture with respect to such
        Global Security, 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 Security
        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 Security or maintaining, supervising
        or reviewing any records 

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      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 Security.

       

      Registration,
        Transfer and Exchange Generally.

       

      The
        Trustee shall cause to be kept at the Corporate Trust Office a register (the
        “Securities Register”) in which the registrar and transfer agent with
        respect to the Securities (the “Securities Registrar”), subject to such
        reasonable regulations as it may prescribe, shall provide for the registration
        of Securities and of transfers and exchanges of Securities. The Trustee shall
        at
        all times also be the Securities Registrar.  The provisions of Article
        VI shall apply to the Trustee in its role as Securities Registrar.

       

      Subject
        to compliance with Section 2.2(b), upon surrender for registration of
        transfer of any Security at the offices or agencies of the Company designated
        for that purpose the Company shall execute, and the Trustee shall authenticate
        and deliver, in the name of the designated transferee or transferees, one
        or
        more new Securities of any authorized denominations of like tenor and aggregate
        principal amount.

       

      At
        the
        option of the Holder, Securities may be exchanged for other Securities of
        any
        authorized denominations, of like tenor and aggregate principal amount, upon
        surrender of the Securities to be exchanged at such office or agency. Whenever
        any Securities are so surrendered for exchange, the Company shall execute,
        and
        upon receipt thereof the Trustee shall authenticate and deliver, the Securities
        that the Holder making the exchange is entitled to receive.

       

      All
        Securities issued upon any transfer or exchange of Securities shall be the
        valid
        obligations of the Company, evidencing the same debt, and entitled to the
        same
        benefits under this Indenture, as the Securities surrendered upon such transfer
        or exchange.

       

      Every
        Security presented or surrendered for transfer or exchange shall (if so required
        by the Company or the Trustee) be duly endorsed, or be accompanied by a written
        instrument of transfer in form satisfactory to the Company and the Securities
        Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
        authorized in writing.

       

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

       

      Neither
        the Company nor the Trustee shall be required pursuant to the provisions
        of this
        Section 3.5 (i) to issue, register the transfer of or exchange any Security
        during a period beginning at the opening of business fifteen (15) days before
        the day of selection for redemption of Securities pursuant to Article XI
        and ending at the close of business on the day of mailing of the notice of
        redemption or (ii) to register the transfer of or exchange any Security so
        selected for

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      redemption
        in whole or in part, except, in the case of any such Security to be redeemed
        in
        part, any portion thereof not to be redeemed.

       

      The
        Company shall designate an office or offices or agency or agencies where
        Securities may be surrendered for registration or transfer or
        exchange.  The Company initially designates the Corporate Trust Office
        as its office and agency for such purposes.  The Company shall give
        prompt written notice to the Trustee and to the Holders of any change in
        the
        location of any such office or agency.

       

      Mutilated,
        Destroyed, Lost and Stolen Securities.

       

      If
        any
        mutilated Security is surrendered to the Trustee together with such security
        or
        indemnity as may be required by the Company or the Trustee to save each of
        them
        harmless, the Company shall execute and upon receipt thereof the Trustee
        shall
        authenticate and deliver in exchange therefor a new Security of like tenor
        and
        aggregate principal amount and bearing a number not contemporaneously
        outstanding.

       

      If
        there
        shall be delivered to the Company and to the Trustee (i) evidence to their
        satisfaction of the destruction, loss or theft of any Security and (ii) such
        security or indemnity as may be required by them to save each of them harmless,
        then, in the absence of notice to the Company or the Trustee that such Security
        has been acquired by a bona fide purchaser, the Company shall execute
        and upon its written request the Trustee shall authenticate and deliver,
        in lieu
        of any such destroyed, lost or stolen Security, a new Security of like tenor
        and
        aggregate principal amount as such destroyed, lost or stolen Security, and
        bearing a number not contemporaneously outstanding.

       

      If
        any
        such mutilated, destroyed, lost or stolen Security has become or is about
        to
        become due and payable, the Company in its discretion may, instead of issuing
        a
        new Security, pay such Security.

       

      Upon
        the
        issuance of any new Security under this Section 3.6, 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 (including
        the fees and expenses of the Trustee) connected therewith.

       

      Every
        new
        Security issued pursuant to this Section 3.6 in lieu of any mutilated,
        destroyed, lost or stolen Security shall constitute an original additional
        contractual obligation of the Company, whether or not the mutilated, destroyed,
        lost or stolen Security shall be at any time enforceable by anyone, and shall
        be
        entitled to all the benefits of this Indenture equally and proportionately
        with
        any and all other Securities duly issued hereunder.

       

      The
        provisions of this Section 3.6 are exclusive and shall preclude (to the
        extent lawful) all other rights and remedies with respect to the replacement
        or
        payment of mutilated, destroyed, lost or stolen Securities.

       


      
        
          
          

        

        
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      Persons
        Deemed Owners.

       

      The
        Company, the Trustee and any agent of the Company or the Trustee shall treat
        the
        Person in whose name any Security is registered as the owner of such Security
        for the purpose of receiving payment of principal of and any interest on
        such
        Security and for all other purposes whatsoever, and neither the Company,
        the
        Trustee nor any agent of the Company or the Trustee shall be affected by
        notice
        to the contrary.

       

      Cancellation.

       

      All
        Securities surrendered for payment, redemption, transfer or exchange shall,
        if
        surrendered to any Person other than the Trustee, be delivered to the Trustee,
        and any such Securities and Securities surrendered directly to the Trustee
        for
        any such purpose shall be promptly canceled by it. The Company may at any
        time
        deliver to the Trustee for cancellation any Securities previously authenticated
        and delivered hereunder that the Company may have acquired in any manner
        whatsoever, and all Securities so delivered shall be promptly canceled by
        the
        Trustee. No Securities shall be authenticated in lieu of or in exchange for
        any
        Securities canceled as provided in this Section 3.8, except as expressly
        permitted by this Indenture. All canceled Securities shall be disposed of
        by the
        Trustee in accordance with its customary practices and the Trustee shall
        deliver
        to the Company a certificate of such disposition.

       

      Deferrals
        of Interest Payment Dates.

       

      So
        long
        as no Event of Default pursuant to Sections 5.1(c), (e),
(f), (g) or (h) has occurred and is continuing,
        the Company
        shall have the right, at any time and from time to time during the term of
        the
        Security, to defer the payment of interest on the Securities for a period
        of up
        to twenty (20) consecutive quarterly interest payment periods (each such
        period,
        an “Extension Period”), during which Extension Period(s), the Company
        shall have the right to make no payments or partial payments of interest
        on any
        Interest Payment Date (except any Additional Tax Sums that otherwise may
        be due
        and payable).  No Extension Period shall end on a date other than an
        Interest Payment Date and no Extension Period shall extend beyond the Stated
        Maturity of the principal of the Securities.  No interest shall be due
        and payable during an Extension Period, except at the end thereof, but each
        installment of interest that would otherwise have been due and payable during
        such Extension Period shall bear Additional Interest (to the extent payment
        of
        such interest would be legally enforceable) at a fixed rate per annum equal
        to
        6.96% through the Interest Payment Date on July 30, 2017, and a variable
        rate
        per annum, reset quarterly, equal to LIBOR plus 1.40% thereafter, compounded
        quarterly, from the dates on which amounts would have otherwise been due
        and
        payable until paid or until funds for the payment thereof have been made
        available for payment.  At the end of any such Extension Period, the
        Company shall pay all interest then accrued and unpaid on the Securities
        together with such Additional Interest.  Prior to the termination of
        any such Extension Period, the Company may extend such Extension Period and
        further defer the payment of interest; provided, that (i) all such
        previous and further extensions comprising such Extension Period do not exceed
        twenty (20) quarterly interest payment periods, (ii) no Extension Period
        shall
        end on a date other than an Interest Payment Date and (iii) no Extension
        Period
        shall extend beyond the Stated Maturity of the principal of the
        Securities.  Upon the termination of any such Extension Period and
        upon the payment of all accrued and unpaid interest and any Additional Interest
        then due on

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      any
        Interest Payment Date, the Company may elect to begin a new Extension Period;
        provided, that (i) such Extension Period does not exceed twenty (20)
        quarterly interest payment periods, (ii) no Extension Period shall end on
        a date
        other than an Interest Payment Date, (iii) no Extension Period shall extend
        beyond the Stated Maturity of the principal of the Securities and (iv) no
        Event
        of Default pursuant to Sections 5.1(c), (e), (f),
(g) or (h) has occurred and is continuing.  The Company
        shall give (i) the Holders of the Securities, (ii) the Trustee, (iii) the
        Property Trustee and (iv) any beneficial owner of the Preferred Securities
        reasonably identified to the Company (which identification may be made either
        by
        such beneficial owner or by the Purchaser) written notice of its election
        to
        begin any such Extension Period no later than the close of business on the
        fifteenth (15th) Business Day prior to the next succeeding Interest Payment
        Date
        on which interest on the Securities would be payable but for such
        deferral.

       

      In
        connection with any such Extension Period, the Company shall be subject to
        the
        restrictions set forth in Section 10.6(a).

       

      Right
        of
        Set-Off.

       

      Notwithstanding
        anything to the contrary herein, the Company shall have the right to set
        off any
        payment it is otherwise required to make in respect of any Security to the
        extent the Company has theretofore made, or is concurrently on the date of
        such
        payment making, a payment under the Guarantee Agreement relating to such
        Security or to a holder of Preferred Securities pursuant to an action undertaken
        under Section 5.8 of this Indenture.

       

      Agreed
        Tax Treatment.

       

      Each
        Security issued hereunder shall provide that the Company and, by its acceptance
        or acquisition of a Security or a beneficial interest therein, the Holder
        of,
        and any Person that acquires a direct or indirect beneficial interest in,
        such
        Security, intend and agree to treat such Security as indebtedness of the
        Company
        for United States Federal, state and local tax purposes and to treat the
        Preferred Securities (including but not limited to all payments and proceeds
        with respect to the Preferred Securities) as an undivided beneficial ownership
        interest in the Trust (and payments and proceeds therefrom, respectively)
        for
        United States Federal, state and local tax purposes.  The provisions
        of this Indenture shall be interpreted to further this intention and agreement
        of the parties.

       

      CUSIP
        Numbers.

       

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

       


      
        
          
          

        

        
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      Satisfaction
        and Discharge

       

      Satisfaction
        and Discharge of Indenture.

       

      This
        Indenture shall, upon Company Request, cease to be of further effect (except
        as
        to any surviving rights of registration of transfer or exchange of Securities
        herein expressly provided for and as otherwise provided in this Section
        4.1) and the Trustee, on demand of and at the expense of the Company, shall
        execute proper instruments acknowledging satisfaction and discharge of this
        Indenture, when

       

      either

       

      all
        Securities theretofore authenticated and delivered (other than (A) Securities
        that have been mutilated, destroyed, lost or stolen and that have been replaced
        or paid as provided in Section 3.6 and (B) Securities for whose payment
        money has theretofore been deposited in trust or segregated and held in trust
        by
        the Company and thereafter repaid to the Company or discharged from such
        trust
        as provided in Section 10.2) have been delivered to the Trustee for
        cancellation; or

       

      all
        such
        Securities not theretofore delivered to the Trustee for
        cancellation

       

      
        	
                 

              	
                have
                  become due and payable, or

              


      

       

      
        	
                 

              	
                will
                  become due and payable at their Stated Maturity within one year
                  of the
                  date of deposit, or

              


      

       

      
        	
                 

              	
                are
                  to be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of redemption by the
                  Trustee in the name, and at the expense, of the
                  Company,

              


      

       

      and
        the
        Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited
        or
        caused to be deposited with the Trustee as trust funds in trust for such
        purpose
        (x) an amount in the currency or currencies in which the Securities are payable,
        (y) Government Obligations which through the scheduled payment of principal
        and
        interest in respect thereof in accordance with their terms will provide,
        not
        later than the due date of any payment, money in an amount or (z) a combination
        thereof, in each case sufficient, in the opinion of a nationally recognized
        firm
        of independent public accountants expressed in a written certification thereof
        delivered to the Trustee, to pay and discharge the entire indebtedness on
        such
        Securities not theretofore delivered to the Trustee for cancellation, for
        principal and any premium and interest (including any Additional Interest)
        to
        the date of such deposit (in the case of Securities that have become due
        and
        payable) or to the Stated Maturity (or any date of principal repayment upon
        early maturity) or Redemption Date, as the case may be;

       

      the
        Company has paid or caused to be paid all other sums payable hereunder by
        the
        Company; and

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      the
        Company has delivered to the Trustee 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.

       

      Notwithstanding
        the satisfaction and discharge of this Indenture, the obligations of the
        Company
        to the Trustee under Section 6.6, the obligations of the Company to any
        Authenticating Agent

       

      under
        Section 6.11 and, if money shall have been deposited with the Trustee
        pursuant to

       

      


       

      subclause
        (a)(ii) of this Section 4.1, the obligations of the Trustee under
Section 4.2 and Section 10.2(e) shall survive.

       

      


       

      Application
        of Trust Money.

       

      Subject
        to the provisions of Section 10.2(e), all money deposited with the
        Trustee pursuant to Section 4.1 shall be held in trust and applied by the
        Trustee, in accordance with the provisions of the Securities and this Indenture,
        to the payment in accordance with Section 3.1, either directly or through
        any Paying Agent (including the Company acting as its own Paying Agent) as
        the
        Trustee may determine, to the Persons entitled thereto, of the principal
        and any
        premium and interest (including any Additional Interest) for the payment
        of
        which such money or obligations have been deposited with or received by the
        Trustee.  Moneys held by the Trustee under this Section 4.2
        shall not be subject to the claims of holders of Senior Debt under Article
        XII.

       

      


       

      Remedies

       

      Events
        of
        Default.

       

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

       

      default
        in the payment of any interest upon any Security, including any Additional
        Interest in respect thereof, when it becomes due and payable, and continuance
        of
        such default for a period of thirty (30) days (subject to the deferral of
        any
        due date in the case of an Extension Period); or

       

      default
        in the payment of the principal of or any premium on any Security at its
        Maturity; or

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


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

       

      default
        in the performance, or breach, of any covenant or warranty of the Company
        in
        this Indenture and continuance of such default or breach for a period of
        thirty
        (30) days after there has been given, by registered or certified mail, to
        the
        Company by the Trustee or to the Company and the Trustee by the Holders of
        at
        least twenty five percent (25%) in aggregate principal amount of the Outstanding
        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

       

      the
        entry
        by a court having jurisdiction in the premises of  a decree or order
        adjudging the Company a bankrupt or insolvent, or approving as properly filed
        a
        petition seeking reorganization, arrangement, adjustment or composition of
        or in
        respect of the Company under any applicable Federal or state bankruptcy,
        insolvency, reorganization or other similar law, or appointing a custodian,
        receiver, liquidator, assignee, trustee, sequestrator or other similar official
        of the Company or of any substantial part of its property, or ordering the
        winding up or liquidation of its affairs, and the continuance of any such
        decree
        or order for relief or any such other decree or order unstayed and in effect
        for
        a period of sixty (60) consecutive days; or

       

      the
        institution by the Company of proceedings to be adjudicated a bankrupt or
        insolvent, or the consent by the Company to the institution of bankruptcy
        or
        insolvency proceedings against it, or the filing by the Company of a petition
        or
        answer or consent seeking reorganization or relief under any applicable Federal
        or state bankruptcy, insolvency, reorganization or other similar law, or
        the
        consent by it to the filing of such petition or to the appointment of or
        taking
        possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
        or other similar official of the Company or of any substantial part of its
        property, or the making by it of an assignment for the benefit of creditors,
        or
        the admission by it in writing of its inability to pay its debts generally
        as
        they become due and its willingness to be adjudicated a bankrupt or insolvent,
        or the taking of corporate action by the Company in furtherance of any such
        action; or

       

      either
        (1) a court or administrative or governmental agency or body shall enter
        a
        decree or order for the appointment of a receiver of a Major Bank Subsidiary
        or
        all or substantially all of its property in any liquidation, insolvency or
        similar proceeding, or (2) a Major Bank Subsidiary shall consent to the
        appointment of a receiver for it or all or substantially all of its property
        in
        any liquidation, insolvency or similar proceeding; or

       

      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 Securities to holders of the Preferred Securities
        in
        liquidation of their interests in the Trust, (2) the redemption of all of
        the
        outstanding Preferred Securities or (3) certain mergers, consolidations or
        amalgamations, each as and to the extent permitted by the Trust
        Agreement.

       

      Acceleration
        of Maturity; Rescission and Annulment.

       

      If
        an
        Event of Default pursuant to Sections 5.1(c), (e), (f),
(g) or (h) occurs and is continuing, then and
        in every such case
        the Trustee or the Holders of not less than twenty five

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      percent
        (25%) in principal amount of the Outstanding Securities may declare the
        principal amount of all the Securities to be due and payable immediately,
        by a
        notice in writing to the Company (and to the Trustee if given by Holders),
        provided, that if, upon an Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h), the Trustee or the Holders of
        not less than twenty five percent (25%) in principal amount of the Outstanding
        Securities fail to declare the principal of all the Outstanding Securities
        to be
        immediately due and payable, the holders of at least twenty five percent
        (25%)
        in aggregate Liquidation Amount of the Preferred Securities then outstanding
        shall have the right to make such declaration by a notice in writing to the
        Property Trustee, the Company and the Trustee; and upon any such declaration
        the
        principal amount of and the accrued interest (including any Additional Interest)
        on all the Securities shall become immediately due and payable.

       

      At
        any
        time after such a declaration of acceleration with respect to the Securities
        has
        been made and before a judgment or decree for payment of the money due has
        been
        obtained by the Trustee as hereinafter provided in this Article V, the Holders
        of a majority in principal amount of the Outstanding Securities, by written
        notice to the Trustee, or the holders of a majority in aggregate Liquidation
        Amount of the Preferred Securities, by written notice to the Property Trustee,
        the Company and the Trustee, may rescind and annul such declaration and its
        consequences if:

       

      the
        Company has paid or deposited with the Trustee a sum sufficient to
        pay:

       

      
        	
                 

              	
                all
                  overdue installments of interest on all
                  Securities,

              


      

       

      
        	
                 

              	
                any
                  accrued Additional Interest on all
                  Securities,

              


      

       

      
        	
                 

              	
                the
                  principal of and any premium on any Securities that have become
                  due
                  otherwise than by such declaration of acceleration and interest
                  (including
                  any Additional Interest) thereon at the rate borne by the Securities,
                  and

              


      

       

      
        	
                 

              	
                all
                  sums paid or advanced by the Trustee hereunder and the reasonable
                  compensation, expenses, disbursements and advances of the Trustee,
                  the
                  Property Trustee and their agents and counsel;
                  and

              


      

       

      all
        Events of Default with respect to the Securities, other than the non-payment
        of
        the principal of Securities that has become due solely by such acceleration,
        have been cured or waived as provided in Section 5.13;

       

      provided,
        that if the Holders of such Securities fail to annul such declaration and
        waive
        such default, the holders of not less than a majority in aggregate Liquidation
        Amount of the Preferred Securities then outstanding shall also have the right
        to
        rescind and annul such declaration and its consequences by written notice
        to the
        Property Trustee, the Company and the Trustee, subject to the satisfaction
        of
        the conditions set forth in paragraph (b) of this Section
        5.2.  No such rescission shall affect any subsequent default or
        impair any right consequent thereon.

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

       

      Collection
        of Indebtedness and Suits for Enforcement by Trustee.

       

      The
        Company covenants that if:

       

      default
        is made in the payment of any installment of interest (including any Additional
        Interest) on any Security when such interest becomes due and payable and
        such
        default continues for a period of thirty (30) days, or

       

      default
        is made in the payment of the principal of and any premium on any Security
        at
        the Maturity thereof,

       

      the
        Company will, upon demand of the Trustee, pay to the Trustee, for the benefit
        of
        the Holders of such Securities, the whole amount then due and payable on
        such
        Securities for principal and any premium and interest (including any Additional
        Interest) and, in addition thereto, all amounts owing the Trustee under
Section 6.6.

       

      


       

      If
        the
        Company fails to pay such amounts forthwith upon such demand, the Trustee,
        in
        its own name and as trustee of an express trust, may institute a judicial
        proceeding for the collection of the sums so due and unpaid, and may prosecute
        such proceeding to judgment or final decree, and may enforce the same against
        the Company or any other obligor upon such Securities and collect the moneys
        adjudged or decreed to be payable in the manner provided by law out of the
        property of the Company or any other obligor upon the Securities, wherever
        situated.

       

      If
        an
        Event of Default with respect to the Securities occurs and is continuing,
        the
        Trustee may in its discretion proceed to protect and enforce its rights and
        the
        rights of the Holders of Securities by such appropriate judicial proceedings
        as
        the Trustee shall deem most effectual to protect and enforce any such rights,
        whether for the specific enforcement of any covenant or agreement in this
        Indenture or in aid of the exercise of any power granted herein, or to enforce
        any other proper remedy.

       

      Trustee
        May File Proofs of Claim.

       

      In
        case
        of any receivership, insolvency, liquidation, bankruptcy, reorganization,
        arrangement, adjustment, composition or similar judicial proceeding relative
        to
        the Company (or any other obligor upon the Securities), its property or its
        creditors, the Trustee shall be entitled and empowered, by intervention in
        such
        proceeding or otherwise, to take any and all actions authorized hereunder
        in
        order to have claims of the Holders and the Trustee allowed in any such
        proceeding. In particular, the Trustee shall be authorized to collect and
        receive any moneys or

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      other
        property payable or deliverable on any such claims and to distribute the
        same;
        and any custodian, receiver, assignee, trustee, liquidator, sequestrator
        or
        other similar official in any such judicial proceeding is hereby authorized
        by
        each Holder 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 Holders,
        to
        first pay to the Trustee any amount due it for the reasonable compensation,
        expenses, disbursements and advances of the Trustee, its agents and counsel,
        and
        any other amounts owing the Trustee, any predecessor Trustee and other Persons
        under Section 6.6.

       

      Trustee
        May Enforce Claim Without Possession of Securities.

       

      All
        rights of action and claims under this Indenture or the Securities may be
        prosecuted and enforced by the Trustee without the possession of any of the
        Securities or the production thereof in any proceeding relating thereto,
        and any
        such proceeding instituted by the Trustee shall be brought in its own name
        as
        trustee of an express trust, and any recovery of judgment shall, subject
        to
Article XII and after provision for the payment of all the amounts owing
        the Trustee, any predecessor Trustee and other Persons under Section 6.6,
        be for the ratable benefit of the Holders of the Securities in respect of
        which
        such judgment has been recovered.

       

      Application
        of Money Collected.

       

      Any
        money
        or property collected or to be applied by the Trustee with respect to the
        Securities pursuant to this Article V shall be applied in the following
        order, at the date or dates fixed by the Trustee and, in case of the
        distribution of such money or property on account of principal or any premium
        or
        interest (including any Additional Interest), upon presentation of the
        Securities and the notation thereon of the payment if only partially paid
        and
        upon surrender thereof if fully paid:

       

      FIRST:
        To
        the payment of all amounts due the Trustee, any predecessor Trustee and other
        Persons under Section 6.6;

       

      SECOND:
        To the payment of all Senior Debt of the Company if and to the extent required
        by Article XII.

       

      THIRD:  Subject
        to Article XII, to the payment of the amounts then due and unpaid upon
        the Securities for principal and any premium and interest (including any
        Additional Interest) in respect of which or for the benefit of which such
        money
        has been collected, ratably, without preference or priority of any kind,
        according to the amounts due and payable on the Securities for principal
        and any
        premium and interest (including any Additional Interest), respectively;
        and

       

      FOURTH:
        The balance, if any, to the Person or Persons entitled thereto.

       

      Limitation
        on Suits.

       

      Subject
        to Section 5.8, no Holder of any Securities shall have any right to
        institute any proceeding, judicial or otherwise, with respect to this Indenture
        or for the appointment of a custodian, receiver, assignee, trustee, liquidator,
        sequestrator (or other similar official) or for any other remedy hereunder,
        unless:

       


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      such
        Holder has previously given written notice to the Trustee of a continuing
        Event
        of Default with respect to the Securities;

       

      the
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities shall have made written request to the Trustee to
        institute proceedings in respect of such Event of Default in its own name
        as
        Trustee hereunder;

       

      such
        Holder or Holders have offered to the Trustee reasonable indemnity against
        the
        costs, expenses and liabilities to be incurred in compliance with such
        request;

       

      the
        Trustee after its receipt of such notice, request and offer of indemnity
        has
        failed to institute any such proceeding for sixty (60) days; and

       

      no
        direction inconsistent with such written request has been given to the Trustee
        during such sixty (60)-day period by the Holders of a majority in aggregate
        principal amount of the Outstanding Securities;

       

      


      it
        being
        understood and intended that no one or more of such Holders shall have any
        right
        in any manner whatever by virtue of, or by availing itself of, any provision
        of
        this Indenture to affect, disturb or prejudice the rights of any other Holders
        of Securities, or to obtain or to seek to obtain priority or preference over
        any
        other of such Holders or to enforce any right under this Indenture, except
        in
        the manner herein provided and for the equal and ratable benefit of all such
        Holders.

       

      


       

      Unconditional
        Right of Holders to Receive Principal, Premium and Interest; Direct Action
        by
        Holders of Preferred Securities.

       

      Notwithstanding
        any other provision in this Indenture, the Holder of any Security shall have
        the
        right, which is absolute and unconditional, to receive payment of the principal
        of and any premium on such Security at its Maturity and payment of interest
        (including any Additional Interest) on such Security when due and payable
        and to
        institute suit for the enforcement of any such payment, and such right shall
        not
        be impaired without the consent of such Holder. Any registered holder of
        the
        Preferred Securities shall have the right, upon the occurrence of an Event
        of
        Default described in Section 5.1(a), Section 5.1(b) or Section
        5.1(c), to institute a suit directly against the Company for enforcement of
        payment to such holder of principal of and any premium and interest (including
        any Additional Interest) on the Securities having a principal amount equal
        to
        the aggregate Liquidation Amount of the Preferred Securities held by such
        holder.

       

      Restoration
        of Rights and Remedies.

       

      If
        the
        Trustee, any Holder or any holder of Preferred Securities has instituted
        any
        proceeding to enforce any right or remedy under this Indenture and such
        proceeding has been discontinued or abandoned for any reason, or has been
        determined adversely to the Trustee, such Holder or such holder of Preferred
        Securities, then and in every such case the Company, the Trustee, such Holders
        and such holder of Preferred Securities shall, subject to any
        determination

       


      
        
          
          

        

        
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      in
        such
        proceeding, be restored severally and respectively to their former positions
        hereunder, and thereafter all rights and remedies of the Trustee, such Holder
        and such holder of Preferred Securities shall continue as though no such
        proceeding had been instituted.

       

      Rights
        and Remedies Cumulative.

       

      Except
        as
        otherwise provided in Section 3.6(f), no right or remedy herein conferred
        upon or reserved to the Trustee or the Holders is intended to be exclusive
        of
        any other right or remedy, and every right and remedy shall, to the extent
        permitted by law, be cumulative and in addition to every other right and
        remedy
        given hereunder or now or hereafter existing at law or in equity or otherwise.
        The assertion or employment of any right or remedy hereunder, or otherwise,
        shall not prevent the concurrent assertion or employment of any other
        appropriate right or remedy.

       

      Delay
        or
        Omission Not Waiver.

       

      No
        delay
        or omission of the Trustee, any Holder of any Securities or any holder of
        any
        Preferred Security to exercise any right or remedy accruing upon any Event
        of
        Default shall impair any such right or remedy or constitute a waiver of any
        such
        Event of Default or an acquiescence therein.  Every right and remedy
        given by this Article V or by law to the Trustee or to the Holders and
        the right and remedy given to the holders of Preferred Securities by Section
        5.8 may be exercised from time to time, and as often as may be deemed
        expedient, by the Trustee, the Holders or the holders of Preferred Securities,
        as the case may be.

       

      Control
        by Holders.

       

      The
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities (or, as the case may be, the holders of a majority
        in
        aggregate Liquidation Amount of the Preferred Securities) 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; provided, that:

       

      such
        direction shall not be in conflict with any rule of law or with this
        Indenture,

       

      the
        Trustee may take any other action deemed proper by the Trustee that is not
        inconsistent with such direction, and

       

      subject
        to the provisions of Section 6.2, the Trustee shall have the right to decline
        to
        follow such direction if a Responsible Officer or Officers of the Trustee
        shall,
        in good faith, reasonably determine that the proceeding so directed would
        be
        unjustly prejudicial to the Holders not joining in any such direction or
        would
        involve the Trustee in personal liability.

       

      Waiver
        of
        Past Defaults.

       

      The
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities and the holders of not less than a majority in aggregate
        Liquidation Amount of the Preferred Securities may waive any past Event of
        Default hereunder and its consequences except an Event of Default:

       


      
        
          
          

        

        
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      in
        the
        payment of the principal of or any premium or interest (including any Additional
        Interest) on any Security (unless such Event of Default has been cured and
        the
        Company has paid to or deposited with the Trustee a sum sufficient to pay
        all
        installments of interest (including any Additional Interest) due and past
        due
        and all principal of and any premium on all Securities due otherwise than
        by
        acceleration), or

       

      in
        respect of a covenant or provision hereof that under Article IX cannot be
        modified or amended without the consent of each Holder of any Outstanding
        Security.

       

      Any
        such
        waiver shall be deemed to be on behalf of the Holders of all the Securities
        or,
        in the case of a waiver by holders of Preferred Securities issued by such
        Trust,
        by all holders of Preferred Securities.

       

      Upon
        any
        such waiver, such Event of Default shall cease to exist and any Event of
        Default
        arising therefrom shall be deemed to have been cured for every purpose of
        this
        Indenture; but no such waiver shall extend to any subsequent or other Event
        of
        Default or impair any right consequent thereon.

       

      Undertaking
        for Costs.

       

      All
        parties to this Indenture agree, and each Holder of any Security by his or
        her
        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 5.14 shall not apply to any suit
        instituted by the Trustee, to any suit instituted by any Holder, or group
        of
        Holders, holding in the aggregate more than ten percent (10%) in aggregate
        principal amount of the Outstanding Securities, or to any suit instituted
        by any
        Holder for the enforcement of the payment of the principal of or any premium
        on
        the Security after the Stated Maturity or any interest (including any Additional
        Interest) on any Security after it is due and payable.

       

      Waiver
        of
        Usury, Stay or Extension Laws.

       

      The
        Company covenants (to the extent that it may lawfully do so) that it will
        not at
        any time insist upon, or plead, or in any manner whatsoever claim or take
        the
        benefit or advantage of, any usury, stay or extension law wherever enacted,
        now
        or at any time hereafter in force, which may affect the covenants or the
        performance of this Indenture; and the Company (to the extent that it may
        lawfully do so) hereby expressly waives all benefit or advantage of any such
        law, and covenants that it will not hinder, delay or impede the execution
        of any
        power herein granted to the Trustee, but will suffer and permit the execution
        of
        every such power as though no such law had been enacted.

       


      
        
          
          

        

        
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      The
        Trustee

       

      Corporate
        Trustee Required.

       

      There
        shall at all times be a Trustee hereunder with respect to the
        Securities.  The Trustee shall be a corporation organized and doing
        business under the laws of the United States or of any state thereof, authorized
        to exercise corporate trust powers, having a combined capital and surplus
        of at
        least $50,000,000, subject to supervision or examination by Federal or state
        authority and having an office within the United States. If such corporation
        publishes reports of condition at least annually, pursuant to law or to the
        requirements of such supervising or examining authority, then, for the purposes
        of this Section 6.1, the combined capital and surplus of such corporation
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of condition so published.  If at any time the Trustee
        shall cease to be eligible in accordance with the provisions of this Section
        6.1, it shall resign immediately in the manner and with the effect
        hereinafter specified in this Article VI.

       

      Certain
        Duties and Responsibilities.

       

      Except
        during the continuance of an Event of Default:

       

      the
        Trustee undertakes to perform such duties and only such duties as are
        specifically set forth in this Indenture, and no implied covenants or
        obligations shall be read into this Indenture against the Trustee;
        and

       

      in
        the
        absence of bad faith on its part, the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon certificates or opinions furnished to the Trustee and conforming to
        the
        requirements of this Indenture; provided, that in the case of any such
        certificates or opinions that 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 substantially conform on their face
        to the
        requirements of this Indenture.

       

      If
        an
        Event of Default known to the Trustee has occurred and is continuing, the
        Trustee shall, prior to the receipt of directions, if any, from the Holders
        of
        at least a majority in aggregate principal amount of the Outstanding Securities
        (or, if applicable, from the holders of a majority in aggregate Liquidation
        Amount of the Preferred Securities), exercise such of the rights and powers
        vested in it by this Indenture, and use the same degree of care and skill
        in its
        exercise, as a prudent person would exercise or use under the circumstances
        in
        the conduct of such person’s own affairs.

       

      Notwithstanding
        the foregoing, no provision of this Indenture shall require the Trustee to
        expend or risk its own funds or otherwise incur any financial liability in
        the
        performance of any of its duties hereunder, or in the exercise of any of
        its
        rights or powers, if it shall have reasonable grounds for believing that
        repayment of such funds or adequate indemnity against such risk or liability
        is
        not reasonably assured to it. Whether or not therein expressly so provided,
        every provision of this Indenture relating to the conduct or affecting the
        liability of or affording

       


      
        
          
          

        

        
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      protection
        to the Trustee shall be subject to the provisions of this Section
        6.2.  To the extent that, at law or in equity, the Trustee has duties
        and liabilities relating to the Holders, the Trustee shall not be liable
        to any
        Holder for the Trustee’s good faith reliance on the provisions of this
        Indenture.  The provisions of this Indenture, to the extent that they
        restrict the duties and liabilities of the Trustee otherwise existing at
        law or
        in equity, are agreed by the Company and the Holders to replace such other
        duties and liabilities of the Trustee.

       

      No
        provisions of this Indenture shall be construed to relieve the Trustee from
        liability with respect to matters that are within the authority of the Trustee
        under this Indenture for its own negligent action, negligent failure to act
        or
        willful misconduct, except that:

       

      the
        Trustee shall not be liable for any error or judgment made in good faith
        by an
        authorized officer of the Trustee, unless it shall be proved that the Trustee
        was negligent in ascertaining the pertinent facts;

       

      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 Holders
        of at
        least a majority in aggregate principal amount of the Outstanding Securities
        (or, if applicable, from the holders of a majority in aggregate Liquidation
        Amount of the Preferred Securities), relating to the time, method and place
        of
        conducting any proceeding for any remedy available to the Trustee under this
        Indenture; and

       

      the
        Trustee shall be under no liability for interest on any money received by
        it
        hereunder and money held by the Trustee in trust hereunder need not be
        segregated from other funds except to the extent required by law.

       

      Notice
        of
        Defaults.

       

      Within
        ninety (90) days after the occurrence of any default actually known to the
        Trustee, the Trustee shall give the Holders notice of such default unless
        such
        default shall have been cured or waived; provided, that except in the
        case of a default in the payment of the principal of or any premium or interest
        on any Securities, the Trustee shall be fully protected in withholding the
        notice if and so long as the board of directors, the executive committee
        or a
        trust committee of directors and/or Responsible Officers of the Trustee in
        good
        faith determines that withholding the notice is in the interest of holders
        of
        Securities; and provided, further, that in the case of any
        default of the character specified in Section 5.1(d), no such notice to
        Holders shall be given until at least thirty (30) days after the occurrence
        thereof. For the purpose of this Section 6.3, the term “default” means
        any event which is, or after notice or lapse of time or both would become,
        an
        Event of Default.

       

      Certain
        Rights of Trustee.

       

      Subject
        to the provisions of Section 6.2:

       

      the
        Trustee may conclusively rely and shall be fully protected in acting or
        refraining from acting in good faith and in accordance with the terms hereof
        upon any resolution, certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, bond, debenture,

       


      
        
          
          

        

        
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      note
        or
        other paper or document believed by it to be genuine and to have been signed
        or
        presented by the proper party or parties;

       

      if
        (i) in
        performing its duties under this Indenture the Trustee is required to decide
        between alternative courses of action, (ii) in construing any of the provisions
        of this Indenture the Trustee finds ambiguous or inconsistent with any other
        provisions contained herein or (iii) the Trustee is unsure of the application
        of
        any provision of this Indenture, then, except as to any matter as to which
        the
        Holders are entitled to decide under the terms of this Indenture, the Trustee
        shall deliver a notice to the Company requesting the Company’s written
        instruction as to the course of action to be taken and the Trustee shall
        take
        such action, or refrain from taking such action, as the Trustee shall be
        instructed in writing to take, or to refrain from taking, by the Company;
        provided, that if the Trustee does not receive such instructions from
        the Company within ten Business Days after it has delivered such notice or
        such
        reasonably shorter period of time set forth in such notice the Trustee may,
        but
        shall be under no duty to, take such action, or refrain from taking such
        action,
        as the Trustee shall deem advisable and in the best interests of the Holders,
        in
        which event the Trustee shall have no liability except for its own negligence,
        bad faith or willful misconduct;

       

      any
        request or direction of the Company shall be sufficiently evidenced by a
        Company
        Request or Company Order and any resolution of the Board of Directors may
        be
        sufficiently evidenced by a Board Resolution;

       

      the
        Trustee may consult with counsel (which counsel may be counsel to the Trustee,
        the Company or any of its Affiliates, and may include any of its employees)
        and
        the advice of such counsel or any 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 reliance thereon;

       

      the
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Indenture at the request or direction of any of the
        Holders
        or any holder of Preferred Securities pursuant to this Indenture, unless
        such
        Holders (or such holders of Preferred Securities) shall have offered to the
        Trustee security or indemnity reasonably satisfactory to it against the costs,
        expenses (including reasonable attorneys’ fees and expenses) and liabilities
        that might be incurred by it in compliance with such request or direction,
        including reasonable advances as may be requested by the Trustee;

       

      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, direction, consent, order, bond, indenture, note or other
        paper
        or document, but the Trustee in its discretion may make such inquiry or
        investigation into such facts or matters as it may see fit, and, if the Trustee
        shall determine to make such inquiry or investigation, it shall be entitled
        to
        examine the books, records and premises of the Company, personally or by
        agent
        or attorney;

       

      the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents, attorneys, custodians
        or
        nominees and the Trustee shall not be responsible for any misconduct or
        negligence on the part of any such agent, attorney, custodian or nominee
        appointed with due care by it hereunder;

       


      
        
          
          

        

        
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      whenever
        in the administration of this Indenture the Trustee shall deem it desirable
        to
        receive instructions with respect to enforcing any remedy or right or taking
        any
        other action with respect to enforcing any remedy or right hereunder, the
        Trustees (i) may request instructions from the Holders (which instructions
        may
        only be given by the Holders of the same aggregate principal amount of
        Outstanding Securities as would be entitled to direct the Trustee under this
        Indenture in respect of such remedy, right or action), (ii) may refrain from
        enforcing such remedy or right or taking such action until such instructions
        are
        received and (iii) shall be protected in acting in accordance with such
        instructions;

       

      except
        as
        otherwise expressly provided by this Indenture, the Trustee shall not be
        under
        any obligation to take any action that is discretionary under the provisions
        of
        this Indenture;

       

      without
        prejudice to any other rights available to the Trustee under applicable law,
        when the Trustee incurs expenses or renders services in connection with any
        bankruptcy, insolvency or other proceeding referred to in clauses (e) or
        (f) of
        the definition of Event of Default, such expenses (including legal fees and
        expenses of its agents and counsel) and the compensation for such services
        are
        intended to constitute expenses of administration under any bankruptcy laws
        or
        law relating to creditors rights generally;

       

      whenever
        in the administration of this Indenture the Trustee shall deem it desirable
        that
        a matter be proved or established prior to taking, suffering or omitting
        any
        action hereunder, the Trustee (unless other evidence be herein specifically
        prescribed) may, in the absence of bad faith on its part, conclusively rely
        upon
        an Officers’ Certificate addressing such matter, which, upon receipt of such
        request, shall be promptly delivered by the Company;

       

      the
        Trustee shall not be charged with knowledge of any default or Event of Default
        unless either (i) a Responsible Officer of the Trustee shall have actual
        knowledge or (ii) the Trustee shall have received written notice thereof
        from
        the Company or a Holder; and

       

      in
        the
        event that the Trustee is also acting as Paying Agent, Authenticating Agent
        or
        Securities Registrar hereunder, the rights and protections afforded to the
        Trustee pursuant to this Article VI shall also be afforded such Paying Agent,
        Authenticating Agent,  or  Securities
        Registrar.

       

      May
        Hold
        Securities.

       

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

       

      Compensation;
        Reimbursement; Indemnity.

       

      The
        Company agrees

       

      to
        pay to
        the Trustee from time to time reasonable compensation for all services rendered
        by it hereunder in such amounts as the Company and the Trustee shall
        agree

       


      
        
          
          

        

        
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      from
        time
        to time (which compensation shall not be limited by any provision of law
        in
        regard to the compensation of a trustee of an express trust);

       

      to
        reimburse the Trustee upon its request for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with
        any provision of this Indenture (including the reasonable compensation and
        the
        expenses and disbursements of its agents and counsel), except any such expense,
        disbursement or advance as may be attributable to its negligence, bad faith
        or
        willful misconduct; and

       

      to
        the
        fullest extent permitted by applicable law, to indemnify the Trustee (including
        in its individual capacity) and its Affiliates, and their officers, directors,
        shareholders, agents, representatives and employees for, and to hold them
        harmless against, any loss, damage, liability, tax (other than income, franchise
        or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty,
        expense or claim of any kind or nature whatsoever incurred without negligence,
        bad faith or willful misconduct on its part arising out of or in connection
        with
        the acceptance or administration of this trust or the performance of the
        Trustee’s duties hereunder, including the advancement of funds to cover the
        costs and expenses of defending itself against any claim or liability in
        connection with the exercise or performance of any of its powers or duties
        hereunder.

       

      To
        secure
        the Company’s payment obligations in this Section 6.6, the Company
        hereby grants and pledges to the Trustee and the Trustee shall have a lien
        prior
        to the Securities on all money or property held or collected by the Trustee,
        other than money or property held in trust to pay principal and interest
        on
        particular Securities.  Such lien shall survive the satisfaction and
        discharge of this Indenture or the resignation or removal of the
        Trustee.

       

      The
        obligations of the Company under this Section 6.6 shall survive the
        satisfaction and discharge of this Indenture and the earlier resignation
        or
        removal of the Trustee.

       

      In
        no
        event shall the Trustee be liable for any indirect, special, punitive or
        consequential loss or damage of any kind whatsoever, including, but not limited
        to, lost profits, even if the Trustee has been advised of the likelihood
        of such
        loss or damage and regardless of the form of action.

       

      In
        no
        event shall the Trustee be liable for any failure or delay in the performance
        of
        its obligations hereunder because of circumstances beyond its control,
        including, but not limited to, acts of God, flood, war (whether declared
        or
        undeclared), terrorism, fire, riot, embargo, government action, including
        any
        laws, ordinances, regulations, governmental action or the like which delay,
        restrict or prohibit the providing of the services contemplated by this
        Indenture.

       

      Resignation
        and Removal; Appointment of Successor.

       

      No
        resignation or removal of the Trustee and no appointment of a successor Trustee
        pursuant to this Article VI shall become effective until the acceptance of
        appointment by the successor Trustee under Section 6.8.

       

      The
        Trustee may resign at any time by giving written notice thereof to the
        Company.

       


      
        
          
          

        

        
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      Unless
        an
        Event of Default shall have occurred and be continuing, the Trustee may be
        removed at any time by the Company by a Board Resolution.  If an Event
        of Default shall have occurred and be continuing, the Trustee may be removed
        by
        Act of the Holders of a majority in aggregate principal amount of the
        Outstanding Securities, delivered to the Trustee and to the
        Company.

       

      If
        the
        Trustee shall resign, be removed or become incapable of acting, or if a vacancy
        shall occur in the office of Trustee for any reason, at a time when no Event
        of
        Default shall have occurred and be continuing, the Company, by a Board
        Resolution, shall promptly appoint a successor Trustee, and such successor
        Trustee and the retiring Trustee shall comply with the applicable requirements
        of Section 6.8. If the Trustee shall resign, be removed or become
        incapable of acting, or if a vacancy shall occur in the office of Trustee
        for
        any reason, at a time when an Event of Default shall have occurred and be
        continuing, the Holders, by Act of the Holders of a majority in aggregate
        principal amount of the Outstanding Securities, shall promptly appoint a
        successor Trustee, and such successor Trustee and the retiring Trustee shall
        comply with the applicable requirements of Section 6.8. If no successor
        Trustee shall have been so appointed by the Company or the Holders and accepted
        appointment within sixty (60) days after the giving of a notice of resignation
        by the Trustee or the removal of the Trustee in the manner required by
Section 6.8, any Holder who has been a bona fide Holder of a Security for
        at least six months may, on behalf of such Holder and all others similarly
        situated, and any resigning Trustee may, at the expense of the Company, petition
        any court of competent jurisdiction for the appointment of a successor
        Trustee.

       

      The
        Company shall give notice to all Holders in the manner provided in Section
        1.6 of each resignation and each removal of the Trustee and each appointment
        of a successor Trustee.  Each notice shall include the name of the
        successor Trustee and the address of its Corporate Trust Office.

       

      Acceptance
        of Appointment by Successor.

       

      In
        case
        of the appointment hereunder of a successor Trustee, each successor Trustee
        so
        appointed shall execute, acknowledge and deliver to the Company and to the
        retiring Trustee an instrument accepting such appointment, and thereupon
        the
        resignation or removal of the retiring Trustee shall become effective and
        such
        successor Trustee, without any further act, deed or conveyance, shall become
        vested with all the rights, powers, trusts and duties of the retiring Trustee;
        but, on the request of the Company or the successor Trustee, such retiring
        Trustee shall, upon payment of its charges, execute and deliver an instrument
        transferring to such successor Trustee all the rights, powers and trusts
        of the
        retiring Trustee and shall duly assign, transfer and deliver to such successor
        Trustee all property and money held by such retiring Trustee
        hereunder.

       

      Upon
        request of any such successor Trustee, the Company shall execute any and
        all
        instruments for more fully and certainly vesting in and confirming to such
        successor Trustee all rights, powers and trusts referred to in paragraph
        (a) of
        this Section 6.8.

       

      No
        successor Trustee shall accept its appointment unless at the time of such
        acceptance such successor Trustee shall be qualified and eligible under this
        Article VI.

       


      
        
          
          

        

        
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      Merger,
        Conversion, Consolidation or Succession to Business.

       

      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 qualified and eligible
        under this Article VI. In case any Securities shall have been
        authenticated, but not delivered, by the Trustee then in office, any successor
        by merger, conversion or consolidation or as otherwise provided above in
        this
Section 6.9 to such authenticating Trustee may adopt such authentication
        and deliver the Securities so authenticated, and in case any Securities shall
        not have been authenticated, any successor to the Trustee may authenticate
        such
        Securities either in the name of any predecessor Trustee or in the name of
        such
        successor Trustee, and in all cases the certificate of authentication shall
        have
        the full force which it is provided anywhere in the Securities or in this
        Indenture that the certificate of the Trustee shall have.

       

      Not
        Responsible for Recitals or Issuance of Securities.

       

      The
        recitals contained herein and in the Securities, except the Trustee’s
        certificates of authentication, shall be taken as the statements of the Company,
        and neither the Trustee nor any Authenticating Agent assumes any responsibility
        for their correctness. The Trustee makes no representations as to the validity
        or sufficiency of this Indenture or of the Securities. Neither the Trustee
        nor
        any Authenticating Agent shall be accountable for the use or application
        by the
        Company of the Securities or the proceeds thereof.

       

      Appointment
        of Authenticating Agent.

       

      The
        Trustee may appoint an Authenticating Agent or Agents, if so requested by
        the
        Company, with respect to the Securities, which shall be authorized to act
        on
        behalf of the Trustee to authenticate Securities issued upon original issue
        and
        upon exchange, registration of transfer or partial redemption thereof or
        pursuant to Section 3.6, and Securities so authenticated shall be
        entitled to the benefits of this Indenture and shall be valid and obligatory
        for
        all purposes as if authenticated by the Trustee hereunder. Wherever reference
        is
        made in this Indenture to the authentication and delivery of Securities by
        the
        Trustee or the Trustee’s certificate of authentication, such reference shall be
        deemed to include authentication and delivery on behalf of the Trustee by
        an
        Authenticating Agent. Each Authenticating Agent shall be acceptable to the
        Company and shall at all times be a corporation organized and doing business
        under the laws of the United States of America, or of any State or Territory
        thereof or the District of Columbia, authorized under such laws to act as
        Authenticating Agent, having a combined capital and surplus of not less than
        $50,000,000 and subject to supervision or examination by Federal or state
        authority. If such Authenticating Agent publishes reports of condition at
        least
        annually pursuant to law or to the requirements of said supervising or examining
        authority, then for the purposes of this Section 6.11 the combined
        capital and surplus of such Authenticating Agent 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 6.11, such
        Authenticating Agent shall resign immediately in the manner and with the
        effect
        specified in this Section 6.11.

       


      
        
          
          

        

        
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      Any
        Person into which an Authenticating Agent may be merged or converted or with
        which it may be consolidated, or any Person resulting from any merger,
        conversion or consolidation to which such Authenticating Agent shall be a
        party,
        or any Person succeeding to all or substantially all of the corporate trust
        business of an Authenticating Agent shall be the successor Authenticating
        Agent
        hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further
        act on the part of the Trustee or the Authenticating Agent.

       

      An
        Authenticating Agent may resign at any time by giving written notice thereof
        to
        the Trustee and to the Company. The Trustee may at any time terminate the
        agency
        of an Authenticating Agent by giving written notice thereof 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 such
        Authenticating Agent shall cease to be eligible in accordance with the
        provisions of this Section 6.11, the Trustee may appoint a successor
        Authenticating Agent eligible under the provisions of this Section 6.11,
        which shall be acceptable to the Company, and shall give notice of such
        appointment to all Holders. Any successor Authenticating Agent upon acceptance
        of its appointment hereunder shall become vested with all the rights, powers
        and
        duties of its predecessor hereunder, with like effect as if originally named
        as
        an Authenticating Agent.

       

      The
        Company agrees to pay to each Authenticating Agent from time to time reasonable
        compensation for its services under this Section 6.11 in such amounts as
        the Company and the Authenticating Agent shall agree from time to
        time.

       

      If
        an
        appointment of an Authenticating Agent is made pursuant to this Section 6.11,
        the Securities may have endorsed thereon, in addition to the Trustee’s
        certificate of authentication, an alternative certificate of authentication
        in
        the following form:

       

      This
        represents Securities designated therein and referred to in the within mentioned
        Indenture.

       

      


       

      Dated:

       

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

                
	 	 
	 	 
	 	
                  Authenticating
                    Agent

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Officer

                


        

      

      



      
        
          
          

        

        
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      ARTICLE
        II

       

      ARTICLE
        III

       

      ARTICLE
        IV

       

      


       

      


       

      Holders’
        Lists and Reports by Trustee and Company

       

      Company
        to Furnish Trustee Names and Addresses of Holders.

       

      The
        Company will furnish or cause to be furnished to the Trustee:

       

      semi-annually,
        on or before June 30 and December 31 of each year, a list, in such form as
        the
        Trustee may reasonably require, of the names and addresses of the Holders
        as of
        a date not more than fifteen (15) days prior to the delivery thereof,
        and

       

      at
        such
        other times as the Trustee may request in writing, within thirty (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 fifteen (15) days prior to the time such
        list
        is furnished, in each case to the extent such information is in the possession
        or control of the Company and has not otherwise been received by the Trustee
        in
        its capacity as Securities Registrar.

       

      Preservation
        of Information, Communications to Holders.

       

      The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        the
        names and addresses of Holders contained in the most recent list furnished
        to
        the Trustee as provided in Section 7.1 and the names and addresses of
        Holders received by the Trustee in its capacity as Securities Registrar.
        The
        Trustee may destroy any list furnished to it as provided in Section 7.1
        upon receipt of a new list so furnished.

       

      The
        rights of Holders to communicate with other Holders with respect to their
        rights
        under this Indenture or under the Securities, and the corresponding rights
        and
        privileges of the Trustee, shall be as provided in the Trust Indenture
        Act.

       

      Every
        Holder of Securities, by receiving and holding the same, agrees with the
        Company
        and the Trustee that neither the Company nor the Trustee nor any agent of
        either
        of them shall be held accountable by reason of the disclosure of information
        as
        to the names and addresses of the Holders made pursuant to the Trust Indenture
        Act.

       

      Reports
        by Company and Trustee.

       

      The
        Company shall furnish to the Holders and to prospective purchasers of
        Securities, upon their request, the information required to be furnished
        pursuant to Rule 144A(d)(4) under the Securities Act.  The Company
        shall furnish to the Trustee and, so long as the Property Trustee holds any
        of
        the Securities, the Company shall furnish to the Property Trustee, (i) reports
        on  Federal Reserve form FR Y-9C, FR Y-9LP and FR Y-6 promptly
        following their filing with 


      
        
          
          

        

        
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      the
        Federal Reserve, or (ii) if at such time the Company is no longer required
        to
        file the reports set forth in (i) above, such other similar reports as the
        Company may be required to file at such time with the Company’s primary federal
        banking regulator promptly following their filing with such banking
        regulator.

       

      The
        Company shall furnish to (i) the Holders and to subsequent holders of
        Securities, (ii) the Purchaser, (iii) any beneficial owner of the Securities
        reasonably identified to the Company (which identification may be made either
        by
        such beneficial owner or by the Purchaser) and (iv) any designee of (i),
        (ii) or
        (iii) above, a duly completed and executed certificate in the form attached
        hereto as Exhibit B, including the financial statements referenced in
        such Exhibit, which certificate and financial statements shall be so furnished
        by the Company not later than forty five (45) days after the end of each
        of the
        first three fiscal quarters of each fiscal year of the Company and not later
        than ninety (90) days after the end of each fiscal year of the
        Company.

       

      (c)           The
        Trustee shall receive all reports, certificates and information, which it
        is
        entitled to receive under each of the Operative Documents (as defined in
        the
        Trust Agreement), and deliver to the Purchaser or its designee, as identified
        in
        writing to the Trustee, all such reports, certificates or information promptly
        upon receipt thereof.

       

      


       

      Consolidation,
        Merger, Conveyance, Transfer or Lease

       

      Company
        May Consolidate, Etc., Only on Certain Terms.

       

      The
        Company shall not consolidate with or merge into any other Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, and no Person shall consolidate with or merge into the Company or
        convey, transfer or lease its properties and assets substantially as an entirety
        to the Company, unless:

       

      if
        the
        Company shall consolidate with or merge into another Person or convey, transfer
        or lease its properties and assets substantially as an entirety to any Person,
        the entity formed by such consolidation or into which the Company is merged
        or
        the Person that acquires by conveyance or transfer, or that leases, the
        properties and assets of the Company substantially as an entirety shall be
        an
        entity organized and existing under the laws of the United States of America
        or
        any State or Territory thereof or the District of Columbia and shall expressly
        assume, by an indenture supplemental hereto, executed and delivered to the
        Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
        payment of the principal of and any premium and interest (including any
        Additional Interest) on all the Securities and the performance of every covenant
        of this Indenture on the part of the Company to be performed or
        observed;

       

      immediately
        after giving effect to such transaction, no Event of Default, and no event
        that,
        after notice or lapse of time, or both, would constitute an Event of Default,
        shall have happened and be continuing; and

       

      the
        Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel, each stating that such consolidation, merger, conveyance, transfer
        or
        lease and, if a supplemental indenture is required in connection with such
        transaction, any such supplemental 

       


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      indenture
        comply with this Article VIII and that all conditions precedent herein
        provided for relating to such transaction have been complied with; and the
        Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as
        conclusive evidence that such transaction complies with this Section
        8.1.

       

      Successor
        Company Substituted.

       

      Upon
        any
        consolidation or merger by the Company with or into any other Person, or
        any
        conveyance, transfer or lease by the Company of its properties and assets
        substantially as an entirety to any Person in accordance with Section 8.1
        and the execution and delivery to the Trustee of the supplemental indenture
        described in Section 8.1(a), the successor entity formed by such
        consolidation or into which the Company is merged or to which such conveyance,
        transfer or lease is made shall succeed to, and be substituted for, and may
        exercise every right and power of, the Company under this Indenture with
        the
        same effect as if such successor Person had been named as the Company herein;
        and in the event of any such conveyance or transfer, following the execution
        and
        delivery of such supplemental indenture, the Company shall be discharged
        from
        all obligations and covenants under the Indenture and the
        Securities.

       

      Such
        successor Person may cause to be executed, and may issue either in its own
        name
        or in the name of the Company, any or all of the Securities issuable hereunder
        that theretofore shall not have been signed by the Company and delivered
        to the
        Trustee; and, upon the order of such successor Person instead of the Company
        and
        subject to all the terms, conditions and limitations in this Indenture
        prescribed, the Trustee shall authenticate and shall deliver any Securities
        that
        previously shall have been signed and delivered by the officers of the Company
        to the Trustee for authentication, and any Securities that such successor
        Person
        thereafter shall cause to be executed and delivered to the Trustee on its
        behalf. All the Securities so issued shall in all respects have the same
        legal
        rank and benefit under this Indenture as the Securities theretofore or
        thereafter issued in accordance with the terms of this Indenture.

       

      In
        case
        of any such consolidation, merger, sale, conveyance or lease, such changes
        in
        phraseology and form may be made in the Securities thereafter to be issued
        as
        may be appropriate to reflect such occurrence.

      
 

       

      Supplemental
        Indentures

       

      Supplemental
        Indentures without Consent of Holders.

       

      Without
        the consent of any Holders, the Company, when authorized by a Board Resolution,
        and the Trustee, at any time and from time to time, may enter into one or
        more
        indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
        for any of the following purposes:

       

      to
        evidence the succession of another Person to the Company, and the assumption
        by
        any such successor of the covenants of the Company herein and in the Securities;
        or

       

       

       


      
        
          
          

        

        
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      to
        cure
        any ambiguity, to correct or supplement any provision herein that may be
        defective or inconsistent with any other provision herein, or to make or
        amend
        any other provisions with respect to matters or questions arising under this
        Indenture, which shall not be inconsistent with the other provisions of this
        Indenture, provided, that such action pursuant to this clause (b) shall
        not adversely affect in any material respect the interests of any Holders
        or the
        holders of the Preferred Securities; or

       

      to
        add to
        the covenants, restrictions or obligations of the Company or to add to the
        Events of Default, provided, that such action pursuant to this clause
        (c) shall not adversely affect in any material respect the interests of any
        Holders or the holders of the Preferred Securities; or

       

      to
        modify, eliminate or add to any provisions of the Indenture or the Securities
        to
        such extent as shall be necessary to ensure that the Securities are treated
        as
        indebtedness of the Company for United States Federal income tax purposes,
        provided, that such action pursuant to this clause (d) shall not
        adversely affect in any material respect the interests of any Holders or
        the
        holders of the Preferred Securities.

       

      Supplemental
        Indentures with Consent of Holders.

       

      With
        the
        consent of the Holders of not less than a majority in aggregate principal
        amount
        of the Outstanding Securities, by Act of said Holders delivered to the Company
        and the Trustee, the Company, when authorized by a Board Resolution, and
        the
        Trustee may enter into an indenture or indentures supplemental hereto for
        the
        purpose of adding any provisions to or changing in any manner or eliminating
        any
        of the provisions of this Indenture or of modifying in any manner the rights
        of
        the Holders of Securities under this Indenture; provided, that no such
        supplemental indenture shall, without the consent of the Holder of each
        Outstanding Security,

       

      change
        the Stated Maturity of the principal or any premium of any Security or change
        the date of payment of any installment of interest (including any Additional
        Interest) on any Security, or reduce the principal amount thereof or the
        rate of
        interest thereon or any premium payable upon the redemption thereof or change
        the place of payment where, or the coin or currency in which, any Security
        or
        interest thereon is payable, or restrict or impair the right to institute
        suit
        for the enforcement of any such payment on or after such date, or

       

      reduce
        the percentage in aggregate principal amount of the Outstanding Securities,
        the
        consent of whose Holders is required for any such supplemental indenture,
        or the
        consent of whose Holders is required for any waiver of compliance with any
        provision of this Indenture or of defaults hereunder and their consequences
        provided for in this Indenture, or

       

      modify
        any of the provisions of this Section 9.2, Section 5.13 or
Section 10.7, except to increase any percentage in aggregate
        principal
        amount of the Outstanding Securities, the consent of whose Holders is required
        for any reason, or to provide that certain other provisions of this Indenture
        cannot be modified or waived without the consent of the Holder of each
        Security;

       

      


      
        
          
            
            

          

          
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      provided,
        further, that, so long as any Preferred Securities remain outstanding, no
        amendment under this Section 9.2 shall be effective until the holders of
        a majority in Liquidation Amount of the Trust Securities shall have consented
        to
        such amendment; provided, further, that if the consent of the Holder of
        each Outstanding Security is required for any amendment under this Indenture,
        such amendment shall not be effective until the holder of each outstanding
        Trust
        Security shall have consented to such amendment.

       

      It
        shall
        not be necessary for any Act of Holders under this Section 9.2 to approve
        the particular form of any proposed supplemental indenture, but it shall
        be
        sufficient if such Act shall approve the substance thereof.

       

      Execution
        of Supplemental Indentures.

       

      In
        executing or accepting the additional trusts created by any supplemental
        indenture permitted by this Article IX or the modifications thereby of
        the trusts created by this Indenture, the Trustee shall be entitled to receive,
        and shall be fully protected in conclusively relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
        supplemental indenture is authorized or permitted by this Indenture, and
        that
        all conditions precedent herein provided for relating to such action have
        been
        complied with. The Trustee may, but shall not be obligated to, enter into
        any
        such supplemental indenture that affects the Trustee’s own rights, duties,
        indemnities or immunities under this Indenture or otherwise.  Copies
        of the final form of each supplemental indenture shall be delivered by the
        Trustee at the expense of the Company to each Holder, and, if the Trustee
        is the
        Property Trustee, to each holder of Preferred Securities, promptly after
        the
        execution thereof.

       

      Effect
        of
        Supplemental Indentures.

       

      Upon
        the
        execution of any supplemental indenture under this Article IX, this
        Indenture shall be modified in accordance therewith, and such supplemental
        indenture shall form a part of this Indenture for all purposes; and every
        Holder
        of Securities theretofore or thereafter authenticated and delivered hereunder
        shall be bound thereby.

       

      Reference
        in Securities to Supplemental Indentures.

       

      Securities
        authenticated and delivered after the execution of any supplemental indenture
        pursuant to this Article IX may, and shall if required by
        the Company, bear a notation in form approved by the Company as to any matter
        provided for in such supplemental indenture. If the Company shall so determine,
        new Securities so modified as to conform, in the opinion of the Company,
        to any
        such supplemental indenture may be prepared and executed by the Company and
        authenticated and delivered by the Trustee in exchange for Outstanding
        Securities.

       

      


      
        
          
            
            

          

          
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      Covenants

       

      Payment
        of Principal, Premium and Interest.

       

      The
        Company covenants and agrees for the benefit of the Holders of the Securities
        that it will duly and punctually pay the principal of and any premium and
        interest (including any Additional Interest) on the Securities in accordance
        with the terms of the Securities and this Indenture.

       

      Money
        for
        Security Payments to be Held in Trust.

       

      If
        the
        Company shall at any time act as its own Paying Agent with respect to the
        Securities, it will, on or before each due date of the principal of and any
        premium or interest (including any Additional Interest) on the Securities,
        segregate and hold in trust for the benefit of the Persons entitled thereto
        a
        sum sufficient to pay the principal and any premium or interest (including
        Additional Interest) so becoming due until such sums shall be paid to such
        Persons or otherwise disposed of as herein provided, and will promptly notify
        the Trustee in writing of its failure so to act.

       

      Whenever
        the Company shall have one or more Paying Agents, it will, prior to 11:00
        a.m.,
        New York City time, on each due date of the principal of or any premium or
        interest (including any Additional Interest) on any Securities, deposit with
        a
        Paying Agent a sum sufficient to pay such amount, such sum to be held as
        provided in the Trust Indenture Act and (unless such Paying Agent is the
        Trustee) the Company will promptly notify the Trustee of its failure so to
        act.

       

      The
        Company will cause each Paying Agent for the Securities other than the Trustee
        to execute and deliver to the Trustee an instrument in which such Paying
        Agent
        shall agree with the Trustee, subject to the provisions of this Section
        10.2, that such Paying Agent will (i) comply with the provisions of this
        Indenture and the Trust Indenture Act applicable to it as a Paying Agent
        and
        (ii) during the continuance of any default by the Company (or any other obligor
        upon the Securities) in the making of any payment in respect of the Securities,
        upon the written request of the Trustee, forthwith pay to the Trustee all
        sums
        held in trust by such Paying Agent for payment in respect of the
        Securities.

       

      The
        Company may at any time, for the purpose of obtaining the satisfaction and
        discharge of this Indenture or for any other purpose, pay, or by Company
        Order
        direct any Paying Agent to pay, to the Trustee all sums held in trust by
        the
        Company or such Paying Agent, such sums to be held by the Trustee upon the
        same
        terms as those upon which such sums were held by the Company or such Paying
        Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
        Agent shall be released from all further liability with respect to such
        money.

       

      Any
        money
        deposited with the Trustee or any Paying Agent, or then held by the Company
        in
        trust for the payment of the principal of and any premium or interest (including
        any Additional Interest) on any Security and remaining unclaimed for two
        years
        after such principal

       

      


      
        
          
            
            

          

          
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      and
        any
        premium or interest has become due and payable shall (unless otherwise required
        by mandatory provision of applicable escheat or abandoned or unclaimed property
        law) be paid on Company Request to the Company provided that the Trustee
        shall,
        upon the passage of such two-year period, notify the Company of any unclaimed
        funds, or (if then held by the Company) shall (unless otherwise required
        by
        mandatory provision of applicable escheat or abandoned or unclaimed property
        law) be discharged from such trust; and the Holder of such Security shall
        thereafter, as an unsecured general creditor, look only to the Company for
        payment thereof, and all liability of the Trustee or such Paying Agent with
        respect to such trust money, and all liability of the Company as trustee
        thereof, shall thereupon cease; provided, that the Trustee or such
        Paying Agent, before being required to make any such repayment, may at the
        expense of the Company cause to be published once, in a newspaper published
        in
        the English language, customarily published on each Business Day and of general
        circulation in the Borough of Manhattan, The City of New York, notice that
        such
        money remains unclaimed and that, after a date specified therein, which shall
        not be less than thirty (30) days from the date of such publication, any
        unclaimed balance of such money then remaining will be repaid to the
        Company.

       

      Statement
        as to Compliance.

       

      The
        Company shall deliver to the Trustee, within one hundred and twenty (120)
        days
        after the end of each fiscal year of the Company ending after the date hereof,
        an Officers’ Certificate (substantially in the form attached hereto as
Exhibit C) covering the preceding fiscal year, stating whether or not to
        the knowledge of the signers thereof the Company is in default in the
        performance or observance of any of the terms, provisions and conditions
        of this
        Indenture (without regard to any period of grace or requirement of notice
        provided hereunder), and if the Company shall be in default, specifying all
        such
        defaults and the nature and status thereof of which they may have
        knowledge.

       

      Calculation
        Agent.

       

      The
        Company hereby agrees that for so long as any of the Securities remain
        Outstanding, there will at all times be an agent appointed to calculate LIBOR
        in
        respect of each Interest Payment Date in accordance with the terms of Schedule
        A
        (the “Calculation Agent”).  The Company has initially
        appointed the Property Trustee as Calculation Agent for purposes of determining
        LIBOR for each Interest Payment Date.  The Calculation Agent may be
        removed by the Company at any time.  Except as described in the
        immediately preceding sentence, so long as the Property Trustee holds any
        of the
        Securities, the Calculation Agent shall be the Property
        Trustee.   If the Calculation Agent is unable or unwilling to act
        as such or is removed by the Company, the Company will promptly appoint as
        a
        replacement Calculation Agent the London office of a leading bank which is
        engaged in transactions in Eurodollar deposits in the international Eurodollar
        market and which does not control or is not controlled by or under common
        control with the Company or its Affiliates.  The Calculation Agent may
        not resign its duties without a successor having been duly
        appointed.

       

      The
        Calculation Agent shall be required to agree that, as soon as possible after
        11:00 a.m. (London time) on each LIBOR Determination Date (as defined in
        Schedule A), but in no event later than 11:00 a.m. (London time) on the Business
        Day immediately following each LIBOR

       

      


      
        
          
            
            

          

          
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      Determination
        Date, the Calculation Agent will calculate the interest rate and dollar amount
        (rounded to the nearest cent, with half a cent being rounded upwards) for
        the
        related Interest Payment Date, and will communicate such rate and amount
        to the
        Company, the Trustee, each Paying Agent and the Depositary. The Calculation
        Agent will also specify to the Company the quotations upon which the foregoing
        rates and amounts are based and, in any event, the Calculation Agent shall
        notify the Company before 5:00 p.m. (London time) on each LIBOR Determination
        Date that either:  (i) it has determined or is in the process of
        determining the foregoing rates and amounts or (ii) it has not determined
        and is
        not in the process of determining the foregoing rates and amounts, together
        with
        its reasons therefor.  The Calculation Agent’s determination of the
        foregoing rates and amounts for any Interest Payment Date will (in the absence
        of manifest error) be final and binding upon all parties.  For the
        sole purpose of calculating the interest rate for the Securities, “Business Day”
shall be defined as any day on which dealings in deposits in Dollars are
        transacted in the London interbank market.

       

      Additional
        Tax Sums.

       

      If
        (a)
        the Trust is the Holder of all of the Outstanding Securities and (b) a Tax
        Event
        described in clause (i) or (iii) in the definition of Tax Event in Section
        1.1 hereof has occurred and is continuing, the Company shall pay to the
        Trust (and its permitted successors or assigns under the related Trust
        Agreement) for so long as the Trust (or its permitted successor or assignee)
        is
        the registered holder of the Outstanding Securities, such amounts as may
        be
        necessary in order that the amount of Distributions (including any Additional
        Interest Amount (as defined in the Trust Agreement)) then due and payable
        by the
        Trust on the Preferred Securities and Common Securities that at any time
        remain
        outstanding in accordance with the terms thereof shall not be reduced as
        a
        result of any Additional Taxes arising from such Tax Event (additional such
        amounts payable by the Company to the Trust, the “Additional Tax
        Sums”). Whenever in this Indenture or the Securities there is a reference
        in any context to the payment of principal of or interest on the Securities,
        such mention shall be deemed to include mention of the payments of the
        Additional Tax Sums provided for in this Section 10.5 to the extent that,
        in such context, Additional Tax Sums are, were or would be payable in respect
        thereof pursuant to the provisions of this Section 10.5 and express
        mention of the payment of Additional Tax Sums (if applicable) in any provisions
        hereof shall not be construed as excluding Additional Tax Sums in those
        provisions hereof where such express mention is not made; provided,
        that the deferral of the payment of interest pursuant to Section 3.9 on
        the Securities shall not defer the payment of any Additional Tax Sums that
        may
        be due and payable.

       

      Additional
        Covenants.

       

      The
        Company covenants and agrees with each Holder of Securities that if an Event
        of
        Default shall have occurred and be continuing or the Company shall have given
        notice of its election to begin an Extension Period with respect to the
        Securities and shall not have rescinded such notice, or such Extension Period,
        or any extension thereof, shall be continuing, it shall 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 Equity Interests, (ii)
        vote in favor of or permit or otherwise allow any of its Subsidiaries to
        declare
        or pay any dividends or distributions on, or redeem, purchase, acquire or
        make a
        liquidation payment with respect to or otherwise retire, any of such
        Subsidiary’s Equity Interests entitling the holders thereof to a
        stated

       

      


      
        
          
            
            

          

          
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      rate
        of
        return, other than dividends or distributions on Equity Interests issued
        by any
        Subsidiary solely payable to the Company or any Subsidiary thereof (for the
        avoidance of doubt, whether such Equity Interests are perpetual or otherwise),
        or (iii) make any payment of principal of or any interest or premium 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 Securities
        (other than (A) repurchases, redemptions or other acquisitions of Equity
        Interests of the Company in connection with any employment contract, benefit
        plan or other similar arrangement with or for the benefit of any one or more
        employees, officers, directors or consultants, in connection with a dividend
        reinvestment or stockholder stock purchase or similar plan with respect to
        any
        Equity Interests or in connection with the issuance of Equity Interests of
        the
        Company (or securities convertible into or exercisable for such Equity
        Interests) as consideration in an acquisition transaction entered into prior
        to
        the applicable Event of Default or Extension Period, (B) as a result of an
        exchange or conversion of any class or series of the Company’s Equity Interests
        (or any Equity Interests of a Subsidiary of the Company) for any class or
        series
        of the Company’s Equity Interests or of any class or series of the Company’s
        indebtedness for any class or series of the Company’s Equity Interests, (C) the
        purchase of fractional interests in Equity Interests of the Company pursuant
        to
        the conversion or exchange provisions of such Equity Interests or the security
        being converted or exchanged, (D) any declaration of a dividend in connection
        with any Rights Plan, the issuance of rights, Equity Interests or other property
        under any Rights Plan or the redemption or repurchase of rights pursuant
        thereto, or (E) any dividend in the form of Equity Interests, warrants, options
        or other rights where the dividend Equity Interests or the Equity Interests
        issuable upon exercise of such warrants, options or other rights are the
        same
        Equity Interests as those on which the dividend is being paid or rank pari
        passu with or junior to such Equity Interests).

       

      The
        Company also covenants with each Holder of Securities (i) to hold, directly
        or
        indirectly, one hundred percent (100%) of the Common Securities of the Trust,
        provided, that any permitted successor of the Company hereunder may
        succeed to the Company’s ownership of such Common Securities, (ii) as holder of
        such Common Securities, not to voluntarily dissolve, wind-up or liquidate
        the
        Trust other than (A) in connection with a distribution of the Securities
        to the
        holders of the Preferred Securities in liquidation of the Trust or (B) in
        connection with certain mergers, consolidations or amalgamations permitted
        by
        the Trust Agreement and (iii) to use its reasonable commercial efforts,
        consistent with the terms and provisions of the Trust Agreement, to cause
        the
        Trust to continue to be taxable as a grantor trust and not as a corporation
        for
        United States Federal income tax purposes.

       

      Waiver
        of
        Covenants.

       

      The
        Company may omit in any particular instance to comply with any covenant or
        condition contained in Section 10.6 if, before or after the time for such
        compliance, the Holders of at least a majority in aggregate principal amount
        of
        the Outstanding Securities shall, by Act of such Holders, and at least a
        majority of the aggregate Liquidation Amount of the Preferred Securities
        then
        outstanding, by consent of such holders, either waive such compliance in
        such
        instance or generally waive compliance with such covenant or condition, but
        no
        such waiver shall extend to or affect such covenant or condition except to
        the
        extent so expressly waived, and, until such waiver shall become effective,
        the
        obligations of the Company in respect of any such covenant or condition shall
        remain in full force and effect.

       

      


      
        
          
            
            

          

          
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      Treatment
        of Securities.

       

      The
        Company will treat the Securities as indebtedness, and the amounts (other
        than
        payments of principal) payable in respect of the principal amount of such
        Securities as interest, for all U.S. federal income tax purposes.  All
        payments in respect of the Securities will be made free and clear of U.S.
        withholding tax to any beneficial owner thereof that has provided an Internal
        Revenue Service Form W-9 or W-8BEN (or any substitute or successor form)
        establishing its U.S. or non-U.S. status for U.S. federal income tax
        purposes.

       

      


       

      Redemption
        of Securities

       

      Optional
        Redemption.

       

      The
        Company may, at its option, on any Interest Payment Date, on or after July
        30,
        2017, redeem the Securities in whole at any time or in part from time to
        time,
        at a Redemption Price equal to one hundred percent (100%) of the principal
        amount thereof (or of the redeemed portion thereof, as applicable), together,
        in
        the case of any such redemption, with accrued interest, including any Additional
        Interest, to but excluding the date fixed for redemption; provided,
        that the Company shall have received the prior approval of the Federal Reserve
        with respect to such redemption if then required.

       

      Special
        Event Redemption.

       

      Upon
        the
        occurrence and during the continuation of a Special Event, the Company may,
        at
        its option, redeem the Securities, in whole but not in part, at a redemption
        price equal to one hundred three and one half (103.50%) percent of the principal
        amount thereof, if the redemption occurs prior to July 30, 2008, and thereafter
        at a redemption price equal to the percentage of the principal amount of
        the
        Securities that is specified below, together, in the case of any such
        redemption, with accrued interest, including any Additional Interest, to
        but
        excluding the date fixed for redemption (the “Special Event Redemption
        Price”):

       

      
        	
                
                  Special
                    Event Redemption During

                

                
                  the
                    12-Month Period Beginning July 30,

                

              	 	
                
                  Percentage
                    of Principal Amount

                   

                

              
	
                2008

              	 	
                103.15%

              
	
                2009

              	 	
                102.80%

              
	
                2010

              	 	
                102.45%

              
	
                2011

              	 	
                102.10%

              
	
                2012

              	 	
                101.75%

              
	
                2013

              	 	
                101.40%

              
	
                2014

              	 	
                101.05%

              
	
                2015

              	 	
                100.70%

              
	
                2016

              	 	
                100.35%

              
	
                2017
                  and thereafter

              	 	
                100.00%

              


      

      


       

      


      
        
          
            
            

          

          
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      ;
        provided, that the Company shall have received the prior approval of
        the Federal Reserve with respect to such redemption if then
        required.

       

      Election
        to Redeem; Notice to Trustee.

       

      The
        election of the Company to redeem any Securities, in whole or in part, shall
        be
        evidenced by or pursuant to a Board Resolution.  In case of any
        redemption at the election of the Company, the Company shall, not less than
        thirty (30) days and not more than sixty (60) days prior to the Redemption
        Date
        (unless a shorter notice shall be satisfactory to the Trustee), notify the
        Trustee and the Property Trustee under the Trust Agreement in writing of
        such
        date and of the principal amount of the Securities to be redeemed and provide
        the additional information required to be included in the notice or notices
        contemplated by Section 11.5. In the case of any redemption of
        Securities, in whole or in part, (a) prior to the expiration of any restriction
        on such redemption provided in this Indenture or the Securities or (b) pursuant
        to an election of the Company which is subject to a condition specified in
        this
        Indenture or the Securities, the Company shall furnish the Trustee with an
        Officers’ Certificate and an Opinion of Counsel evidencing compliance with such
        restriction or condition.

       

      Selection
        of Securities to be Redeemed.

       

      If
        less
        than all the Securities are to be redeemed, the particular Securities to
        be
        redeemed shall be selected and redeemed on a pro rata basis not more than
        sixty
        (60) days prior to the Redemption Date by the Trustee from the Outstanding
        Securities not previously called for redemption, provided, that the
        unredeemed portion of the principal amount of any Security shall be in an
        authorized denomination (which shall not be less than the minimum authorized
        denomination) for such Security.

       

      The
        Trustee shall promptly notify the Company in writing of the Securities selected
        for redemption and, in the case of any Securities selected for partial
        redemption, the principal amount thereof to be redeemed. For all purposes
        of
        this Indenture, unless the context otherwise requires, all provisions relating
        to the redemption of Securities shall relate, in the case of any Security
        redeemed or to be redeemed only in part, to the portion of the principal
        amount
        of such Security that has been or is to be redeemed.

       

      The
        provisions of paragraphs (a) and (b) of this Section 11.4 shall not apply
        with respect to any redemption affecting only a single Security, whether
        such
        Security is to be redeemed in whole or in part. In the case of any such
        redemption in part, the unredeemed portion of the principal amount of the
        Security shall be in an authorized denomination (which shall not be less
        than
        the minimum authorized denomination) for such Security.

       

      Notice
        of
        Redemption.

       

      Notice
        of
        redemption shall be given not later than the thirtieth (30th) day, and not
        earlier than the sixtieth (60th) day, prior to the Redemption Date to each
        Holder of Securities to be redeemed, in whole or in part (unless a shorter
        notice shall be satisfactory to the Property Trustee under the related Trust
        Agreement).

       

      


      
        
          
            
            

          

          
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      With
        respect to Securities to be redeemed, in whole or in part, each notice of
        redemption shall state:

       

      the
        Redemption Date;

       

      the
        Redemption Price or, if the Redemption Price cannot be calculated prior to
        the
        time the notice is required to be sent, the estimate of the Redemption Price,
        as
        calculated by the Company, together with a statement that it is an estimate
        and
        that the actual Redemption Price will be calculated on the fifth Business
        Day
        prior to the Redemption Date (and if an estimate is provided, a further notice
        shall be sent of the actual Redemption Price on the date that such Redemption
        Price is calculated);

       

      if
        less
        than all Outstanding Securities are to be redeemed, the identification (and,
        in
        the case of partial redemption, the respective principal amounts) of the
        particular Securities to be redeemed;

       

      that
        on
        the Redemption Date, the Redemption Price will become due and payable upon
        each
        such Security or portion thereof, and that any interest (including any
        Additional Interest) on such Security or such portion, as the case may be,
        shall
        cease to accrue on and after said date; and

       

      the
        place
        or places where such Securities are to be surrendered for payment of the
        Redemption Price.

       

      Notice
        of
        redemption of Securities to be redeemed, in whole or in part, at the election
        of
        the Company shall be given by the Company or, at the Company’s request, by the
        Trustee in the name and at the expense of the Company and shall be irrevocable.
        The notice if mailed in the manner provided above shall be conclusively presumed
        to have been duly given, whether or not the Holder receives such notice.
        In any
        case, a failure to give such notice by mail or any defect in the notice to
        the
        Holder of any Security designated for redemption as a whole or in part shall
        not
        affect the validity of the proceedings for the redemption of any other
        Security.

       

      Deposit
        of Redemption Price.

       

      Prior
        to
        10:00 a.m., New York City time, on the Redemption Date specified in the notice
        of redemption given as provided in Section 11.5, the Company will deposit
        with the Trustee or with one or more Paying Agents (or if the Company is
        acting
        as its own Paying Agent, the Company will segregate and hold in trust as
        provided in Section 10.2) an amount of money sufficient to pay the
        Redemption Price of, and any accrued interest (including any Additional
        Interest) on, all the Securities (or portions thereof) that are to be redeemed
        on that date.

       

      Payment
        of Securities Called for Redemption.

       

      If
        any
        notice of redemption has been given as provided in Section 11.5, the
        Securities or portion of Securities with respect to which such notice has
        been
        given shall become due and payable on the date and at the place or places
        stated
        in such notice at the applicable Redemption Price, together with accrued
        interest (including any Additional Interest) to the Redemption Date. On
        presentation and surrender of such Securities at a Place of Payment specified
        in
        such notice,

       

      


      
        
          
            
            

          

          
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      the
        Securities or the specified portions thereof shall be paid and redeemed by
        the
        Company at the applicable Redemption Price, together with accrued interest
        (including any Additional Interest) to the Redemption Date.

       

      Upon
        presentation of any Security redeemed in part only, the Company shall execute
        and upon receipt thereof the Trustee shall authenticate and deliver to the
        Holder thereof, at the expense of the Company, a new Security or Securities,
        of
        authorized denominations, in aggregate principal amount equal to the unredeemed
        portion of the Security so presented and having the same Original Issue Date,
        Stated Maturity and terms.

       

      If
        any
        Security called for redemption shall not be so paid upon surrender thereof
        for
        redemption, the principal of and any premium on such Security shall, until
        paid,
        bear interest from the Redemption Date at the rate prescribed therefor in
        the
        Security.

      
 

       

      Subordination
        of Securities

       

      Securities
        Subordinate to Senior Debt.

       

      The
        Company covenants and agrees, and each Holder of a Security, by its acceptance
        thereof, likewise covenants and agrees, that, to the extent and in the manner
        hereinafter set forth in this Article XII, the payment of the principal
        of and any premium and interest (including any Additional Interest) on each
        and
        all of the Securities are hereby expressly made subordinate and subject in
        right
        of payment to the prior payment in full of all Senior Debt.

       

      No
        Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution,
        Etc.

       

      In
        the
        event and during the continuation of any default by the Company in the payment
        of any principal of or any premium or interest on any Senior Debt (following
        any
        grace period, if applicable) when the same becomes due and payable, whether
        at
        maturity or at a date fixed for prepayment or by declaration of acceleration
        or
        otherwise, then, upon written notice of such default to the Company by the
        holders of such Senior Debt or any trustee therefor, unless and until such
        default shall have been cured or waived or shall have ceased to exist, no
        direct
        or indirect payment (in cash, property, securities, by set-off or otherwise)
        shall be made or agreed to be made on account of the principal of or any
        premium
        or interest (including any Additional Interest) on any of the Securities,
        or in
        respect of any redemption, repayment, retirement, purchase or other acquisition
        of any of the Securities.

       

      In
        the
        event of a bankruptcy, insolvency or other proceeding described in clause
        (e) or
        (f) of the definition of Event of Default (each such event, if any, herein
        sometimes referred to as a “Proceeding”), all Senior Debt (including
        any interest thereon accruing after the commencement of any such proceedings)
        shall first be paid in full before any payment or distribution, whether in
        cash,
        securities or other property, shall be made to any Holder of any of the
        Securities on account thereof. Any payment or distribution, whether in cash,
        securities or other property (other than securities of the Company or any
        other
        entity provided for by a plan of reorganization or readjustment the payment
        of
        which is subordinate, at least to the extent provided in these

       

      


      
        
          
            
            

          

          
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      subordination
        provisions with respect to the indebtedness evidenced by the Securities,
        to the
        payment of all Senior Debt at the time outstanding and to any securities
        issued
        in respect thereof under any such plan of reorganization or readjustment),
        which
        would otherwise (but for these subordination provisions) be payable or
        deliverable in respect of the Securities shall be paid or delivered directly
        to
        the holders of Senior Debt in accordance with the priorities then existing
        among
        such holders until all Senior Debt  (including any interest thereon
        accruing after the commencement of any Proceeding) shall have been paid in
        full.

       

      In
        the
        event of any Proceeding, after payment in full of all sums owing with respect
        to
        Senior Debt, the Holders of the Securities, together with the holders of
        any
        obligations of the Company ranking on a parity with the Securities, shall
        be
        entitled to be paid from the remaining assets of the Company the amounts
        at the
        time due and owing on account of unpaid principal of and premium, if any,
        and
        interest (including any Additional Interest) on the Securities and such other
        obligations before any payment or other distribution, whether in cash, property
        or otherwise, shall be made on account of any Equity Interests or any
        obligations of the Company ranking junior to the Securities and such other
        obligations. If, notwithstanding the foregoing, any payment or distribution
        of
        any character or any security, whether in cash, securities or other property
        (other than securities of the Company or any other entity provided for by
        a plan
        of reorganization or readjustment the payment of which is subordinate, at
        least
        to the extent provided in these subordination provisions with respect to
        the
        indebtedness evidenced by the Securities, to the payment of all Senior Debt
        at
        the time outstanding and to any securities issued in respect thereof under
        any
        such plan of reorganization or readjustment) shall be received by the Trustee
        or
        any Holder in contravention of any of the terms hereof and before all Senior
        Debt shall have been paid in full, such payment or distribution or security
        shall be received in trust for the benefit of, and shall be paid over or
        delivered and transferred to, the holders of the Senior Debt at the time
        outstanding in accordance with the priorities then existing among such holders
        for application to the payment of all Senior Debt remaining unpaid, to the
        extent necessary to pay all such Senior Debt (including any interest thereon
        accruing after the commencement of any Proceeding) in full. In the event
        of the
        failure of the Trustee or any Holder to endorse or assign any such payment,
        distribution or security, each holder of Senior Debt is hereby irrevocably
        authorized to endorse or assign the same.

       

      The
        Trustee and the Holders, at the expense of the Company, shall take such
        reasonable action  (including the delivery of this Indenture to an
        agent for any holders of Senior Debt or consent to the filing of a financing
        statement with respect hereto) as may, in the opinion of counsel designated
        by
        the holders of a majority in principal amount of the Senior Debt at the time
        outstanding, be necessary or appropriate to assure the effectiveness of the
        subordination effected by these provisions.

       

      The
        provisions of this Section 12.2 shall not impair any rights, interests,
        remedies or powers of any secured creditor of the Company in respect of any
        security interest the creation of which is not prohibited by the provisions
        of
        this Indenture.

       

      The
        securing of any obligations of the Company, otherwise ranking on a parity
        with
        the Securities or ranking junior to the Securities, shall not be deemed to
        prevent such obligations from constituting, respectively, obligations ranking
        on
        a parity with the Securities or ranking junior to the Securities.

       

      


      
        
          
            
            

          

          
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      Payment
        Permitted If No Default.

       

      Nothing
        contained in this Article XII or elsewhere in this Indenture or in any of
        the Securities shall prevent (a) the Company, at any time, except during
        the
        pendency of the conditions described in paragraph (a) of Section 12.2 or
        of any Proceeding referred to in Section 12.2, from making payments
        at any time of principal of and any premium or interest (including any
        Additional Interest) on the Securities or (b) the application by the Trustee
        of
        any moneys deposited with it hereunder to the payment of or on account of
        the
        principal of and any premium or interest (including any Additional Interest)
        on
        the Securities or the retention of such payment by the Holders, if, at the
        time
        of such application by the Trustee, it did not have knowledge (in accordance
        with Section 12.8) that such payment would have been prohibited by the
        provisions of this Article XII, except as provided in Section
        12.8.

       

      Subrogation
        to Rights of Holders of Senior Debt.

       

      Subject
        to the payment in full of all amounts due or to become due on all Senior
        Debt,
        or the provision for such payment in cash or cash equivalents or otherwise
        in a
        manner satisfactory to the holders of Senior Debt, the Holders of the Securities
        shall be subrogated to the extent of the payments or distributions made to
        the
        holders of such Senior Debt pursuant to the provisions of this Article
        XII (equally and ratably with the holders of all indebtedness of the Company
        that by its express terms is subordinated to Senior Debt of the Company to
        substantially the same extent as the Securities are subordinated to the Senior
        Debt and is entitled to like rights of subrogation by reason of any payments
        or
        distributions made to holders of such Senior Debt) to the rights of the holders
        of such Senior Debt to receive payments and distributions of cash, property
        and
        securities applicable to the Senior Debt until the principal of and any premium
        and interest (including any Additional Interest) on the Securities shall
        be paid
        in full. For purposes of such subrogation, no payments or distributions to
        the
        holders of the Senior Debt of any cash, property or securities to which the
        Holders of the Securities or the Trustee would be entitled except for the
        provisions of this Article XII, and no payments made pursuant to the
        provisions of this Article XII to the holders of Senior Debt by Holders
        of the Securities or the Trustee, shall, as among the Company, its creditors
        other than holders of Senior Debt, and the Holders of the Securities, be
        deemed
        to be a payment or distribution by the Company to or on account of the Senior
        Debt.

       

      Provisions
        Solely to Define Relative Rights.

       

      The
        provisions of this Article XII are and are intended solely for the
        purpose of defining the relative rights of the Holders of the Securities
        on the
        one hand and the holders of Senior Debt on the other hand. Nothing contained
        in
        this Article XII or elsewhere in this Indenture or in the Securities is
        intended to or shall (a) impair, as between the Company and the Holders of
        the
        Securities, the obligations of the Company, which are absolute and
        unconditional, to pay to the Holders of the Securities the principal of and
        any
        premium and interest (including any Additional Interest) on the Securities
        as
        and when the same shall become due and payable in accordance with their terms,
        (b) affect the relative rights against the Company of the Holders of the
        Securities and creditors of the Company other than their rights in relation
        to
        the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
        Security (or to the extent expressly provided herein, the holder of any
        Preferred Security) from exercising all remedies otherwise permitted
        by

       

      


      
        
          
            
            

          

          
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      applicable
        law upon default under this Indenture, including filing and voting claims
        in any
        Proceeding, subject to the rights, if any, under this Article XII of the
        holders of Senior Debt to receive cash, property and securities otherwise
        payable or deliverable to the Trustee or such Holder.

       

      Trustee
        to Effectuate Subordination.

       

      Each
        Holder of a Security by his or her acceptance thereof authorizes and directs
        the
        Trustee on his or her behalf to take such action as may be necessary or
        appropriate to acknowledge or effectuate the subordination provided in this
        Article XII and appoints the Trustee his or her attorney-in-fact for any
        and all such purposes.

       

      No
        Waiver
        of Subordination Provisions.

       

      No
        right
        of any present or future holder of any Senior Debt 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 be otherwise charged
        with.

       

      Without
        in any way limiting the generality of paragraph (a) of this Section 12.7,
        the holders of Senior Debt may, at any time and from to time, without the
        consent of or notice to the Trustee or the Holders of the Securities, without
        incurring responsibility to such Holders of the Securities and without impairing
        or releasing the subordination provided in this Article XII or the
        obligations hereunder of such Holders of the Securities to the holders of
        Senior
        Debt, do any one or more of the following: (i) change the manner, place or
        terms
        of payment or extend the time of payment of, or renew or alter, Senior Debt,
        or
        otherwise amend or supplement in any manner Senior Debt or any instrument
        evidencing the same or any agreement under which Senior Debt is outstanding,
        (ii) sell, exchange, release or otherwise deal with any property pledged,
        mortgaged or otherwise securing Senior Debt, (iii) release any Person liable
        in
        any manner for the payment of Senior Debt and (iv) exercise or refrain from
        exercising any rights against the Company and any other Person.

       

      Notice
        to
        Trustee.

       

      The
        Company shall give prompt written notice to a Responsible Officer of the
        Trustee
        of any fact known to the Company that would prohibit the making of any payment
        to or by the Trustee in respect of the Securities. Notwithstanding the
        provisions of this Article XII or any other provision of this Indenture,
        the Trustee shall not be charged with knowledge of the existence of any facts
        that would prohibit the making of any payment to or by the Trustee in respect
        of
        the Securities, unless and until a Responsible Officer of the Trustee shall
        have
        received written notice thereof from the Company or a holder of Senior Debt
        or
        from any trustee, agent or representative therefor; provided, that if
        the Trustee shall not have received the notice provided for in this Section
        12.8 at least two Business Days prior to the date upon which by the terms
        hereof any monies may become payable for any purpose (including, the payment
        of
        the principal of and any premium on or interest (including any Additional
        Interest) on any Security),

       

      


      
        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

      

      


      then,
        anything herein contained to the contrary notwithstanding, the Trustee shall
        have full power and authority to receive such monies and to apply the same
        to
        the purpose 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 shall be entitled to rely on the delivery to it of a written notice
        by a
        Person representing himself or herself to be a holder of Senior Debt (or
        a
        trustee, agent, representative or attorney-in-fact therefor) to establish
        that
        such notice has been given by a holder of Senior Debt (or a trustee, agent,
        representative or attorney-in-fact therefor). 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 Senior Debt to participate in any payment
        or
        distribution pursuant to this Article XII, the Trustee may request such
        Person to furnish evidence to the reasonable satisfaction of the Trustee
        as to
        the amount of Senior Debt 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 XII, 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.

       

      Reliance
        on Judicial Order or Certificate of Liquidating Agent.

       

      Upon
        any
        payment or distribution of assets of the Company referred to in this Article
        XII, the Trustee and the Holders of the Securities shall be entitled to
        conclusively rely upon any order or decree entered by any court of competent
        jurisdiction in which such Proceeding is pending, or a certificate of the
        trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
        for
        the benefit of creditors, agent or other Person making such payment or
        distribution, delivered to the Trustee or to the Holders of Securities, for
        the
        purpose of ascertaining the Persons entitled to participate in such payment
        or
        distribution, the holders of the Senior Debt 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
        XII.

       

      Trustee
        Not Fiduciary for Holders of Senior Debt.

       

      The
        Trustee, in its capacity as trustee under this Indenture, shall not owe or
        be
        deemed to owe any fiduciary duty to the holders of Senior Debt and shall
        not be
        liable to any such holders if it shall in good faith mistakenly pay over
        or
        distribute to Holders of Securities or to the Company or to any other Person
        cash, property or securities to which any holders of Senior Debt shall be
        entitled by virtue of this Article XII or otherwise.

       

      Rights
        of
        Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.

       

      The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article XII with respect to any Senior Debt that may at any time
        be held by it, to the same extent as any other holder of Senior Debt, and
        nothing in this Indenture shall deprive the Trustee of any of its rights
        as such
        holder. With respect to the holders of Senior Debt of the Company, the Trustee
        undertakes to perform only such of its obligations as are specifically set
        forth
        in this Article XII, and no implied covenants or obligations with respect
        to the
        holders of such Senior

       

      


      
        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        

      

      


      Debt
        shall be read into this Indenture against the Trustee.  Nothing in
        this Article XII shall apply to claims of, or payments to, the Trustee under
        or
        pursuant to Section 6.6.

       

      Article
        Applicable to Paying Agents.

       

      If
        at any
        time any Paying Agent other than the Trustee shall have been appointed by
        the
        Company and be then acting hereunder, the term “Trustee” as used in
        this Article XII shall in such case (unless the context otherwise
        requires) be construed as extending to and including such Paying Agent within
        its meaning as fully for all intents and purposes as if such Paying Agent
        were
        named in this Article XII in addition to or in place of the Trustee;
provided, that Sections12.8 and 12.11 shall not
        apply to the Company or any Affiliate of the Company if the Company or such
        Affiliate acts as Paying Agent.

       

      This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.  Delivery of an
        executed signature page of this Indenture by facsimile transmission shall
        be
        effective as delivery of a manually executed counterpart hereof.

       

      *
        * *
        *

       

      


      
        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

        

      

      


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

       

      
        
          	 	
                  GREATER
                    COMMUNITY BANCORP

                
	 	 
	 	 
	 	
                  By:

                	
                  /s/
                    Anthony M. Bruno, Jr.

                
	 	 	
                  Name:

                	
                  Anthony
                    M. Bruno, Jr.

                
	 	 	
                  Title:

                	
                  President
                    and Chief Executive Officer

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

                
	 	 
	 	 
	 	
                  By:

                	
                  /s/
                    Christopher J. Slaybaugh

                
	 	 	
                  Name:

                	
                  Christopher
                    J. Slaybaugh

                
	 	 	
                  Title:

                	
                  Senior
                    Financial Services
                    Officer

                


        



      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Schedule
                A      

               
    

          

        

      

      


      DETERMINATION
        OF LIBOR

       

      


       

      With
        respect to the Securities, the London interbank offered rate (“LIBOR”)
        shall be determined by the Calculation Agent in accordance with the following
        provisions (in each case rounded to the nearest .000001%):

       

      (1)           On
        the second LIBOR Business Day (as defined below) prior to an Interest Payment
        Date (each such day, a “LIBOR Determination Date”), LIBOR for any given
        security shall, for the following interest payment period, equal the rate,
        as
        obtained by the Calculation Agent from Bloomberg Financial Markets Commodities
        News, for three-month U.S. Dollar deposits in Europe, which appears on Dow
        Jones
        Telerate Page 3750 (as defined in the International Swaps and Derivatives
        Association, Inc. 1991 Interest Rate and Currency Exchange Definitions),
        or such
        other page as may replace such Page 3750, as of 11:00 a.m. (London time)
        on such
        LIBOR Determination Date.

       

      (2)           If,
        on any LIBOR Determination Date, such rate does not appear on Dow Jones Telerate
        Page 3750 or such other page as may replace such Page 3750, 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 such arithmetic mean of such quotations.  If, on any
        LIBOR Determination Date, only one or none of the Reference Banks provide
        such
        quotations, LIBOR shall be deemed to be the arithmetic mean of the offered
        quotations that leading banks in the City of New York selected by the
        Calculation Agent are quoting on the relevant LIBOR Determination Date for
        three-month U.S. Dollar deposits in Europe in an amount determined by the
        Calculation Agent by reference to the principal London offices of leading
        banks
        in the London interbank market; provided that, if the Calculation Agent
        is required but is unable to determine a rate in accordance with at least
        one of
        the procedures provided above, LIBOR shall be LIBOR as determined on the
        previous LIBOR Determination Date.

       

      (3)           As
        used herein: “Reference Banks” means four major banks in the London
        interbank market selected by the Calculation Agent; and “LIBOR Business
        Day” means a day on which commercial banks are open for business (including
        dealings in foreign exchange and foreign currency deposits) in
        London.

       

      


      
        
          
                  

              
                	              

                                                 
            


              
      

            
            

          

          
             Schedule
              A-1

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      [FORM
        OF
        JUNIOR SUBORDINATED NOTE DUE 2037]

       

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

       

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

       

      THE
        SECURITIES REPRESENTED BY THIS
        CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH
        SECURITIES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE
        TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
        THEREFROM.  EACH PURCHASER OF ANY SECURITIES IS HEREBY NOTIFIED THAT
        THE SELLER OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
        OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES
        ACT.

       

      THE
        HOLDER OF THE SECURITIES
        REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT
        (A)
        SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I)
        TO THE
        COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
        INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (III) TO AN INSTITUTIONAL
        “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
        (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
        ITS
        OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” WITHIN THE MEANING
        OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
        ACT,
        FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
        CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      ACT,
        IN
        EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
        OF THE
        UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III),
        SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL ADDRESSING
        COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION SATISFACTORY
        TO
        IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT
        OF THE
        RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

       

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

       

      THE
        HOLDER OF THIS SECURITY, OR ANY
        INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS
        AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, 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 SECTION 408(b)(17) OF ERISA, U.S. DEPARTMENT
        OF
        LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
        84-14
        OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,
        OR
        ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
        4975
        OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
        OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
        BY
        ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
        PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE
        IS
        APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
        BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
        ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii)
        SUCH
        PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
        406 OF ERISA OR SECTION 4975 OF

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      THE
        CODE
        FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER AN APPLICABLE STATUTORY
        OR ADMINISTRATIVE EXEMPTION.

       

      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.

       

    

     

     

     

    
      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      Greater
        Community Bancorp

       

       Junior
        Subordinated Note due 2037

       

      


      
        	No.
                _____________ 	
                $__________ 

              


      

       

      Greater
        Community Bancorp, a corporation organized and existing under the laws of
        New
        Jersey (hereinafter called the “Company,” which term includes any
        successor Person under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to _______________ (the “Holder”), or
        registered assigns, the principal sum of $__________ DOLLARS [if the
        Security is a Global Security, then insert— or such other principal amount
        represented hereby as may be set forth in the records of the Securities
        Registrar hereinafter referred to in accordance with the Indenture] on July
        30,
        2037.  The Company further promises to pay interest on said principal
        sum from July 2, 2007, or from the most recent Interest Payment Date to which
        interest has been paid or duly provided for, quarterly (subject to deferral
        as
        set forth herein) in arrears on January 30, April 30, July 30 and October
        30 of
        each year, commencing on July 30, 2007, or if any such day is not a Business
        Day, on the next succeeding Business Day (and no interest shall accrue in
        respect of the amounts whose payment is so delayed for the period from and
        after
        such Interest Payment Date until such next succeeding Business Day), except
        that, if such Business Day falls in the next succeeding calendar year, such
        payment shall be made on the immediately preceding Business Day, in each
        case,
        with the same force and effect as if made on the Interest Payment Date, at
        a
        fixed rate per annum equal to 6.96% through the Interest Payment Date on
        July
        30, 2017, and a variable rate per annum, reset quarterly, equal to LIBOR
        plus
        1.40% thereafter, together with Additional Tax Sums, if any, as provided
        in
Section 10.5 of the Indenture, until the principal hereof is paid or duly
        provided for or made available for payment; provided, that any overdue
        principal, premium, if any, or Additional Tax Sums and any overdue installment
        of interest shall bear Additional Interest (to the extent that the payment
        of
        such interest shall be legally enforceable) at a fixed rate per annum equal
        to
        6.96% through the Interest Payment Date on July 30, 2017, and a variable
        rate
        per annum, reset quarterly, equal to LIBOR plus 1.40% thereafter, compounded
        quarterly, from the dates such amounts are due until they are paid or made
        available for payment, and such interest shall be payable on
        demand.

       

      The
        amount of interest payable for any interest period shall be computed and
        paid on
        the basis of a 360-day year and the actual number of days elapsed in the
        relevant interest period. The interest so payable, and punctually paid or
        duly
        provided for, on any Interest Payment Date shall, as provided in the Indenture,
        be paid to the Person in whose name this Security (or one or more Predecessor
        Securities) is registered at the close of business on the Regular Record
        Date
        for such interest installment.  Any such interest not so punctually
        paid or duly provided for shall forthwith cease to be payable to the Holder
        on
        such Regular Record Date and may either be paid to the Person in whose name
        this
        Security (or one or more Predecessor Securities) is registered at the close
        of
        business on a Special Record Date for the payment of such Defaulted Interest
        to
        be fixed by the Trustee, notice whereof shall be given to Holders of Securities
        not less than ten (10) days prior to such Special Record Date, or be paid
        at any
        time in any other lawful manner not inconsistent with the requirements of
        any
        securities exchange or automated quotation system on

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      which
        the
        Securities may be listed, traded or quoted and upon such notice as may be
        required by such exchange or automated quotation system, all as more fully
        provided in the Indenture.

       

      So
        long
        as no Event of Default pursuant to Sections 5.1(c), (e),
(f), (g) or (h) of the Indenture has occurred and
        is
        continuing, the Company shall have the right, at any time and from time to
        time
        during the term of this Security, to defer the payment of interest on this
        Security for a period of up to twenty (20) consecutive quarterly interest
        payment periods (each such period, an “Extension Period”), during which
        Extension Period(s), no interest shall be due and payable (except any Additional
        Tax Sums that may be due and payable).  No Extension Period shall end
        on a date other than an Interest Payment Date, and no Extension Period shall
        extend beyond the Stated Maturity of the principal of this
        Security.  No interest shall be due and payable during an Extension
        Period (except any Additional Tax Sums that may be due and payable), except
        at
        the end thereof, but each installment of interest that would otherwise have
        been
        due and payable during such Extension Period shall bear Additional Interest
        (to
        the extent payment of such interest would be legally enforceable) at a fixed
        rate per annum equal to 6.96% through the Interest Payment Date on July 30,
        2017, and a variable rate per annum, reset quarterly, equal to LIBOR plus
        1.40%
        thereafter, compounded quarterly, from the dates on which amounts would have
        otherwise been due and payable until paid or made available for
        payment.  At the end of any such Extension Period, the Company shall
        pay all interest then accrued and unpaid on this Security, together with
        such
        Additional Interest.  Prior to the termination of any such Extension
        Period, the Company may further defer the payment of interest;
provided, that (i) all such previous and further extensions comprising
        such Extension Period do not exceed twenty (20) quarterly interest payment
        periods, (ii) no Extension Period shall end on a date other than an Interest
        Payment Date and (iii) no Extension Period shall extend beyond the Stated
        Maturity of the principal of this Security.  Upon the termination of
        any such Extension Period and upon the payment of all accrued and unpaid
        interest and any Additional Interest then due on any Interest Payment Date,
        the
        Company may elect to begin a new Extension Period; provided, that (i)
        such Extension Period does not exceed twenty (20) quarterly interest payment
        periods, (ii) no Extension Period shall end on a date other than an Interest
        Payment Date, (iii) no Extension Period shall extend beyond the Stated Maturity
        of the principal of this Security and (iv) no Event of Default pursuant to
        Sections 5.1(c), (e), (f), (g) or (h) has
        occurred and is continuing.  The Company shall give (i) the Holder of
        this Security, (ii) the Trustee, (iii) the Property Trustee and (iv) any
        beneficial owner of the Preferred Securities reasonably identified to the
        Company (which identification may be made either by such beneficial owner
        or
        by  the Purchaser) written notice of its election to begin any such
        Extension Period no later than the close of business on the fifteenth (15th) Business
        Day
        prior to the next succeeding Interest Payment Date on which interest on this
        Security would be payable but for such deferral.

       

      During
        any such Extension Period, the Company shall 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 Equity Interests, (ii)
        vote in favor of or permit or otherwise allow any of its Subsidiaries to
        declare
        or pay any dividends or distributions on, or redeem, purchase, acquire or
        make a
        liquidation payment with respect to or otherwise retire, any of such
        Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of
        return, other than dividends or distributions on Equity Interests issued
        by any
        Subsidiary solely payable to the Company or any Subsidiary thereof (for the
        avoidance of doubt, whether such Equity Interests are perpetual or otherwise),
        or (iii) make any payment of principal of or any interest or
        premium

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


       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 this Security
        (other than (a) repurchases, redemptions or other acquisitions of Equity
        Interests of the Company in connection with (1) any employment contract,
        benefit
        plan or other similar arrangement with or for the benefit of any one or more
        employees, officers, directors or consultants, (2) a dividend reinvestment
        or
        stockholder stock purchase or similar plan with respect to any Equity Interests
        or (3) the issuance of Equity Interests of the Company (or securities
        convertible into or exercisable for such Equity Interests) as consideration
        in
        an acquisition transaction entered into prior to the applicable Extension
        Period, (b) as a result of an exchange or conversion of any class or series
        of
        the Company’s Equity Interests (or any Equity Interests of a Subsidiary of the
        Company) for any class or series of the Company’s Equity Interests or of any
        class or series of the Company’s indebtedness for any class or series of the
        Company’s Equity Interests, (c) the purchase of fractional interests in Equity
        Interests of the Company pursuant to the conversion or exchange provisions
        of
        such Equity Interests or the security being converted or exchanged, (d) any
        declaration of a dividend in connection with any Rights Plan, the issuance
        of
        rights, Equity Interests or other property under any Rights Plan, or the
        redemption or repurchase of rights pursuant thereto or (e) any dividend in
        the
        form of Equity Interests, warrants, options or other rights where the dividend
        Equity Interests or the Equity Interests issuable upon exercise of such
        warrants, options or other rights are the same Equity Interests as those
        on
        which the dividend is being paid or rank pari passu with or junior to
        such Equity Interests).

       

      Payment
        of principal of, premium, if any, and interest on this Security shall be
        made in
        such coin or currency of the United States of America as at the time of payment
        is legal tender for payment of public and private debts.  Payments of
        principal, premium, if any, and interest due at the Maturity of this Security
        shall be made at the office or agency of the Company maintained for that
        purpose
        in the Place of Payment upon surrender of such Securities to the Paying Agent,
        and payments of interest shall be made, subject to such surrender where
        applicable, by wire transfer at such place and to such account at a banking
        institution in the United States as may be designated in writing to the Paying
        Agent at least ten (10) Business Days prior to the date for payment by the
        Person entitled thereto unless proper written wire transfer instructions
        have
        not been received by the relevant record date, in which case such payments
        shall
        be made by check mailed to the address of such Person as such address shall
        appear in the Security Register.  Notwithstanding the foregoing, so
        long as the Holder of this Security is the Property Trustee, the payment
        of the
        principal of (and premium, if any) and interest (including any overdue
        installment of interest and Additional Tax Sums, if any) on this Security
        will
        be made at such place and to such account as may be designated by the Property
        Trustee.

       

      The
        indebtedness evidenced by this 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 Debt, and this Security is issued subject to the provisions
        of the Indenture with respect thereto. Each Holder of this Security, by
        accepting the same, (a) agrees to and shall be bound by such provisions,
        (b)
        authorizes and directs the Trustee on his or her behalf to take such actions
        as
        may be necessary or appropriate to effectuate the subordination so provided
        and
        (c) appoints the Trustee his or her attorney-in-fact for any and all such
        purposes. Each Holder hereof, by his or her acceptance hereof, waives all
        notice
        of the acceptance of the subordination provisions contained herein
        and

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      in
        the
        Indenture by each holder of Senior Debt, whether now outstanding or hereafter
        incurred, and waives reliance by each such holder upon said
        provisions.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee
        by
        manual signature, this Security shall not be entitled to any benefit under
        the
        Indenture or be valid or obligatory for any purpose.

       

       

       

       

       

       

      
 

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      IN
        WITNESS WHEREOF, the Company has duly executed this certificate this ____
        day of
        ____________, [Year].

       

      
        
          	 	
                  GREATER
                    COMMUNITY BANCORP

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

      


       

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

       

      Dated:

       

      
        
          	 	
                  WILMINGTON
                    TRUST COMPANY, not in its individual capacity but solelyas
                    Trustee

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Officer

                


        

      

      
      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      [FORM
        OF
        REVERSE OF SECURITY]

       

      This
        Security is one of a duly authorized issue of securities of the Company (the
        “Securities”) issued under the Junior Subordinated Indenture, dated as
        of July 2, 2007 (the “Indenture”), between the Company and Wilmington
        Trust Company, as Trustee (in such capacity, the “Trustee,” which term
        includes any successor trustee under the Indenture), to which Indenture and
        all
        indentures supplemental thereto reference is hereby made for a statement
        of the
        respective rights, limitations of rights, duties and immunities thereunder
        of
        the Company, the Trustee, the holders of Senior Debt and the Holders of the
        Securities, and of the terms upon which the Securities are, and are to be,
        authenticated and delivered.

       

      All
        terms
        used in this Security that are defined in the Indenture or in the Amended
        and
        Restated Trust Agreement, dated as of July 2, 2007 (as modified, amended
        or
        supplemented from time to time, the “Trust Agreement”), relating to GCB
        Capital Trust III (the “Trust”), among the Company, as Depositor, the
        trustees named therein and the holders from time to time of the Trust Securities
        issued pursuant thereto, shall have the meanings assigned to them in the
        Indenture or the Trust Agreement, as the case may be.

       

      The
        Company may, on any Interest Payment Date, at its option, upon not less than
        thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
        of the Securities (unless a shorter notice period shall be satisfactory to
        the
        Trustee) on or after July 30, 2017 and subject to the terms and conditions
        of
Article XI of the Indenture, redeem this Security in whole at any time or
        in part from time to time at a Redemption Price equal to one hundred percent
        (100%) of the principal amount hereof, together, in the case of any such
        redemption, with accrued interest, including any Additional Interest, to
        but
        excluding the date fixed for redemption; provided, that the Company
        shall have received the prior approval of the Federal Reserve if then
        required.

       

      In
        addition, upon the occurrence and during the continuation of a Special Event,
        the Company may, at its option, upon not less than thirty (30) days’ nor more
        than sixty (60) days’ written notice to the Holders of the Securities (unless a
        shorter notice period shall be satisfactory to the Trustee), redeem this
        Security, in whole but not in part, subject to the terms and conditions of
        Article XI of the Indenture at the Special Event Redemption Price;
provided, that the Company shall have received the prior approval
        of
        the Federal Reserve if then required.

       

      In
        the
        event of redemption of this Security in part only, a new Security or Securities
        for the unredeemed portion hereof will be issued in the name of the Holder
        hereof upon the cancellation hereof.  If less than all the Securities
        are to be redeemed, the particular Securities to be redeemed shall be selected
        not more than sixty (60) days prior to the Redemption Date by the Trustee
        from
        the Outstanding Securities not previously called for redemption, by such
        method
        as the Trustee shall deem fair and appropriate and which may provide for
        the
        selection for redemption of a portion of the principal amount of any
        Security.

       

      The
        Indenture permits, with certain exceptions as therein provided, the Company
        and
        the Trustee at any time to enter into a supplemental indenture or indentures
        for
        the purpose of modifying in any manner the rights and obligations of the
        Company
        and of the Holders of the Securities, with the consent of the Holders of
        not
        less than a majority in principal amount of the Outstanding Securities. The
        Indenture also contains provisions permitting Holders of specified

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                A      

               
    

          

        

      

      


      percentages
        in principal amount of the Securities, on behalf of the Holders of all
        Securities, to waive compliance by the Company with certain provisions of
        the
        Indenture and certain past defaults under the Indenture and their consequences.
        Any such consent or waiver by the Holder of this Security shall be conclusive
        and binding upon such Holder and upon all future Holders of this Security
        and of
        any Security issued upon the registration of transfer hereof or in exchange
        herefor or in lieu hereof, whether or not notation of such consent or waiver
        is
        made upon this Security.

       

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

       

      As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        the transfer of this Security is registrable in the Securities Register,
        upon
        surrender of this Security for registration of transfer at the office or
        agency
        of the Company maintained for such purpose, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Company and
        the
        Securities Registrar and duly executed by, the Holder hereof or such Holder’s
        attorney duly authorized in writing, and thereupon one or more new Securities,
        of like tenor, of authorized denominations and for the same aggregate principal
        amount, will be issued to the designated transferee or transferees.

       

      The
        Securities are issuable only in registered form without coupons in minimum
        denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
        As provided in the Indenture and subject to certain limitations therein set
        forth, Securities are exchangeable for a like aggregate principal amount
        of
        Securities and of like tenor of a different authorized denomination, as
        requested by the Holder surrendering the same.

       

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

       

      The
        Company, the Trustee and any agent of the Company or the Trustee may treat
        the
        Person in whose name this Security is registered as the owner hereof for
        all
        purposes, whether or not this Security be overdue, and neither the Company,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        Company and, by its acceptance of this Security or a beneficial interest
        herein,
        the Holder of, and any Person that acquires a beneficial interest in, this
        Security agree that, for United States federal, state and local tax purposes,
        it
        is intended that this Security constitute indebtedness.

       

      This
        Security shall be construed and
        enforced in accordance with and governed by the laws of the State of New
        York,
        without reference to its conflict of laws provisions (other than Section
        5-1401
        of the General Obligations Law).

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Exhibit
                B      

               
    

          

        

      

      


      Form
        of Financial Officer’s Certificate

       

      


       

      The
        undersigned, the [Chief Financial Officer] [Treasurer] [Assistant Treasurer]
        hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated
        Indenture, dated as of July 2, 2007, between Greater Community Bancorp (the
        “Company”) and Wilmington Trust Company, as trustee,  that, as of
        _______, 20__, the Company had the following ratios and balances:

       

      BANK
        HOLDING COMPANY

       

      As
        of
        [Quarterly Financial Dates]

       

      
        
          	
                  Tier
                    1 Risk Weighted Assets

                	
                  %

                
	 	 
	
                  Ratio
                    of Double Leverage

                	
                  %

                
	 	 
	
                  Non-Performing
                    Assets to Loans and OREO

                	
                  %

                
	 	 
	
                  Tangible
                    Common Equity as a Percentage of Tangible Assets

                	
                  %

                
	 	 
	
                  Ratio
                    of Reserves to Non-Performing Loans

                	
                  %

                
	 	 
	
                  Ratio
                    of Net Charge-Offs to Loans

                	
                  %

                
	 	 
	
                  Return
                    on Average Assets (annualized)

                	
                  %

                
	 	 
	
                  Net
                    Interest Margin (annualized)

                	
                  %

                
	 	 
	
                  Efficiency
                    Ratio

                	
                  %

                
	 	 
	
                  Ratio
                    of Loans to Assets

                	
                  %

                
	 	 
	
                  Ratio
                    of Loans to Deposits

                	
                  %

                
	 	 
	
                  Double
                    Leverage (exclude trust preferred as equity)

                	
                  %

                
	 	 
	
                  Total
                    Assets

                	
                  $

                
	 	 
	
                  Year
                    to Date Income

                	
                  $

                


        

      

       

      


      *
        A table
        describing the quarterly report calculation procedures is attached.

       

      [FOR
        FISCAL YEAR END: Attached hereto are the audited consolidated financial
        statements (including the balance sheet, income statement and statement of
        cash
        flows, and notes thereto, together with the report of the independent
        accountants thereon) of the Company and its consolidated subsidiaries for
        the
        three years ended _______, 20___.]

       

      


       

      [FOR
        FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
        consolidating financial statements (including the balance sheet and income
        statement) of the

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Company
        and its consolidated subsidiaries for the fiscal quarter and [six/nine] month
        period ended _______, 20___.]

       

      


       

      The
        financial statements fairly present in all material respects, in accordance
        with
        U.S. generally accepted accounting principles (“GAAP”), the financial position
        of the Company and its consolidated subsidiaries, and the results of operations
        and changes in financial condition as of the date, and for the [___ quarter
        interim] [annual] period ended _______, 20__, and such financial statements
        have
        been prepared in accordance with GAAP consistently applied throughout the
        period
        involved (except as otherwise noted therein).

       

      


       

      IN
        WITNESS WHEREOF, the undersigned has executed this Financial Officer’s
        Certificate as of this _____ day of _____________, 20__

       

      
        
          	 	 
	 	
                  Name:

                
	 	
                  Title:

                
	 	 
	 	 
	 	
                  Greater
                    Community Bancorp

                
	 	
                  55
                    Union Boulevard

                
	 	
                  Totowa,
                    NJ 07512

                
	 	
                  (973)
                    942-1111

                


        



       

      
 

      
      

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Financial
        Definitions

       

      Bank
        Holding Company

       

      


       

      
        	
                Report
                  Item

              	
                Corresponding
                  FRY-9C or LP Line Items with Line
Item corresponding
                  Schedules

              	
                Description
                  of Calculation

              
	
                Tier
                  1 Risk

                Weighted
                  Assets

              	
                BHCK7206

                Schedule
                  HC-R

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

              
	
                Ratio
                  of Double 
Leverage

              	
                (BHCP0365)/(BCHCP3210)

                Schedule
                  PC in the LP

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

              
	
                Non-Performing
                  
Assets to Loans 
and OREO

              	
                (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122+BHCK2744)
                  Schedules HC-C, HC-M & HC-N

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

              
	
                Tangible
                  
Common Equity 
as a Percentage of 
Tangible
                  Assets

              	
                (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)

                 

                Schedule
                  HC

              	
                (Equity
                  Capital – Goodwill)/(Total Assets – Goodwill)

              
	
                Ratio
                  of Reserves 
to Non-
Performing Loans

              	
                (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)

                 

                Schedules
                  HC & HC-N & HC-R

              	
                Total
                  Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                  Loans

                (Nonaccrual
                  + Restructured)

              
	
                Ratio
                  of Net 
Charge-Offs to 
Loans

              	
                (BHCK4635-BHCK4605)/(BHCK3516)

                 

                Schedules
                  HI-B & HC-K

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

              
	
                Return
                  on 
Average Assets 
(annualized)

              	
                (BHCK4340/BHCK3368)

                 

                Schedules
                  HI & HC-K

              	
                Net
                  Income as a percentage of Assets.

              
	
                Net
                  Interest 
Margin 
(annualized)

              	
                (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)

                 

                Schedules
                  HI Memorandum and HC-K

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

              
	
                Efficiency
                  Ratio

              	
                (BHCK4093)/(BHCK4519+BHCK4079)

                 

                Schedule
                  HI

              	
                (Non-interest
                  Expense)/(Net Interest Income Fully Taxable Equivalent, if available,
                  plus
                  Non-interest Income)

              
	
                Ratio
                  of Loans to 
Assets

              	
                (BHCKB528+BHCK5369)/(BHCK2170)

                 

                Schedule
                  HC

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

              
	
                Ratio
                  of Loans to 
Deposits

              	
                (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)

                 

                Schedule
                  HC

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

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Item

              	
                Corresponding
                  FRY-9C or LP Line Items with Line
Item corresponding
                  Schedules

              	
                Description
                  of Calculation

              
	
                Total
                  Assets

              	
                (BHCK2170)

                 

                Schedule
                  HC

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

              
	
                Net
                  Income

              	
                (BHCK4300)

                 

                Schedule
                  HI

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

              


        


         



      


      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

                  

                      Exhibit
                C      
    

          

        

      

      


      FORM
        OF

      OFFICERS’
        CERTIFICATE

      UNDER

      SECTION
        10.3

       

      Pursuant
        to Section 10.3 of the Junior
        Subordinated Indenture, dated as of July 2, 2007 (as amended or supplemented
        from time to time, the “Indenture”), between Greater Community Bancorp, as
        issuer (the “Company”), and Wilmington Trust Company, as trustee, each of the
        undersigned hereby certifies that, to the knowledge of the undersigned, the
        Company is not in default in the performance or observance of any of the
        terms,
        provisions or conditions contained in the Indenture (without regard to any
        period of grace or requirement of notice provided under the Indenture), for
        the
        fiscal year ending on ________, 20__ [, except as follows: specify each such
        default and the nature and status thereof].

       

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

       

      IN
        WITNESS WHEREOF, the undersigned
        have executed this Officers’ Certificate as of ___________, 20__.

       

      
        
          	 	  
	 	
                  Name:

                	 
	 	
                  Title:

                	
                  [Must
                    be the Chairman of the Board,

                
	 	 	
                  a
                    Vice Chairman of the Board, the

                
	 	 	
                  Chief
                    Executive Officer, the

                
	 	 	
                  President,
                    or a Vice President] of

                
	 	 	
                  Greater
                    Community Bancorp

                
	 	 	 
	 	  
	 	
                  Name:

                	 
	 	
                  Title:

                	
                  [Must
                    be the Chief Financial Officer,

                
	 	 	
                  the
                    Treasurer, an Assistant Treasurer,

                
	 	 	
                  the
                    Secretary or an Assistant

                
	 	 	
                  Secretary]
                    of Greater Community Bancorp