Form of Indenture


    Exhibit
      4.3

    


    


    


    


    


    COMMUNITY
      BANKS, INC.,

    as
      Issuer

    


    


    


    


    


    


    INDENTURE

    Dated
      as of January 31, 2006

    


    


    


    WILMINGTON
      TRUST COMPANY,

    as
      Trustee

    


    


    


    


    FIXED/FLOATING
      RATE JUNIOR SUBORDINATED
      DEFERRABLE INTEREST DEBENTURES

    


    


    DUE
      2036

    


    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    TABLE
      OF CONTENTS

     

    

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                ARTICLE
                  I. DEFINITIONS

              	
                1

              
	 	 	 	 	 
	 	
                Section
                  1.1.

              	 	
                Definitions

              	
                1

              
	 	 	 	 	 
	
                ARTICLE
                  II. DEBENTURES

              	
                8

              
	 	 	 	 	 
	 	
                Section
                  2.1.

              	 	
                Authentication
                  and Dating

              	
                8

              
	 	
                Section
                  2.2.

              	 	
                Form
                  of Trustee’s Certification of Authentication

              	
                9

              
	 	
                Section
                  2.3.

              	 	
                Form
                  and Denomination of Debentures

              	
                9

              
	 	
                Section
                  2.4.

              	 	
                Execution
                  of Debentures 

              	
                9

              
	 	
                Section
                  2.5.

              	 	
                Exchange
                  and Registration of Transfer of Debentures.

              	
                10

              
	 	
                Section
                  2.6.

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Debentures.

              	
                12

              
	 	
                Section
                  2.7.

              	 	
                Temporary
                  Debentures

              	
                12

              
	 	
                Section
                  2.8.

              	 	
                Payment
                  of Interest and Additional Interest

              	
                13

              
	 	
                Section
                  2.9.

              	 	
                Cancellation
                  of Debentures Paid, etc

              	
                14

              
	 	
                Section
                  2.10.

              	 	
                Computation
                  of Interest

              	
                14

              
	 	
                Section
                  2.11.

              	 	
                Extension
                  of Interest Payment Period

              	
                15

              
	 	
                Section
                  2.12.

              	 	
                CUSIP
                  Numbers

              	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  III. PARTICULAR COVENANTS OF THE COMPANY

              	
                17

              
	 	 	 	 	 
	 	
                Section
                  3.1.

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

              	
                17

              
	 	
                Section
                  3.2.

              	 	
                Offices
                  for Notices and Payments, etc.

              	
                17

              
	 	
                Section
                  3.3.

              	 	
                Appointments
                  to Fill Vacancies in Trustee’s Office

              	
                18

              
	 	
                Section
                  3.4.

              	 	
                Provision
                  as to Paying Agent

              	
                18

              
	 	
                Section
                  3.5.

              	 	
                Certificate
                  to Trustee

              	
                19

              
	 	
                Section
                  3.6.

              	 	
                Additional
                  Sums

              	
                19

              
	 	
                Section
                  3.7.

              	 	
                Compliance
                  with Consolidation Provisions

              	
                19

              
	 	
                Section
                  3.8.

              	 	
                Limitation
                  on Dividends

              	
                19

              
	 	
                Section
                  3.9.

              	 	
                Covenants
                  as to the Trust

              	
                20

              
	 	
                Section
                  3.10.

              	 	
                Additional
                  Junior Indebtedness

              	
                20

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

              	
                20

              
	 	 	 	 	 
	 	
                Section
                  4.1.

              	 	
                Securityholders’
                  Lists

              	
                20

              
	 	
                Section
                  4.2.

              	 	
                Preservation
                  and Disclosure of Lists.

              	
                21

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

              	
                22

              
	 	 	 	 	 
	 	
                Section
                  5.1.

              	 	
                Events
                  of Default.

              	
                22

              
	 	
                Section
                  5.2.

              	 	
                Payment
                  of Debentures on Default; Suit Therefor

              	
                23

              
	 	
                Section
                  5.3.

              	 	
                Application
                  of Moneys Collected by Trustee

              	
                25

              
	 	
                Section
                  5.4.

              	 	
                Proceedings
                  by Securityholders.

              	
                25

              
	 	
                Section
                  5.5.

              	 	
                Proceedings
                  by Trustee

              	
                26

              
	 	
                Section
                  5.6.

              	 	
                Remedies
                  Cumulative and Continuing; Delay or Omission Not a Waiver

              	
                26

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        	 	
                Section
                  5.7.

              	 	
                Direction
                  of Proceedings and Waiver of Defaults by Majority of
                  Securityholders

              	
                26

              
	 	
                Section
                  5.8.

              	 	
                Notice
                  of Defaults

              	
                27

              
	 	
                Section
                  5.9.

              	 	
                Undertaking
                  to Pay Costs

              	
                27

              
	 	 	 	 	 
	
                ARTICLE
                  VI. CONCERNING THE TRUSTEE

              	
                27

              
	 	 	 	 	 
	 	
                Section
                  6.1.

              	 	
                Duties
                  and Responsibilities of Trustee

              	
                27

              
	 	
                Section
                  6.2.

              	 	
                Reliance
                  on Documents, Opinions, etc

              	
                28

              
	 	
                Section
                  6.3.

              	 	
                No
                  Responsibility for Recitals, etc

              	
                29

              
	 	
                Section
                  6.4.

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

              	
                29

              
	 	
                Section
                  6.5.

              	 	
                Moneys
                  to be Held in Trust

              	
                29

              
	 	
                Section
                  6.6.

              	 	
                Compensation
                  and Expenses of Trustee

              	
                29

              
	 	
                Section
                  6.7.

              	 	
                Officers’
                  Certificate as Evidence

              	
                30

              
	 	
                Section
                  6.8.

              	 	
                Eligibility
                  of Trustee

              	
                30

              
	 	
                Section
                  6.9.

              	 	
                Resignation
                  or Removal of Trustee

              	
                31

              
	 	
                Section
                  6.10.

              	 	
                Acceptance
                  by Successor Trustee

              	
                32

              
	 	
                Section
                  6.11.

              	 	
                Succession
                  by Merger, etc

              	
                32

              
	 	
                Section
                  6.12.

              	 	
                Authenticating
                  Agents

              	
                33

              
	 	 	 	 	 
	
                ARTICLE
                  VII. CONCERNING THE SECURITYHOLDERS

              	
                34

              
	 	 	 	 	 
	 	
                Section
                  7.1.

              	 	
                Action
                  by Securityholders

              	
                34

              
	 	
                Section
                  7.2.

              	 	
                Proof
                  of Execution by Securityholders

              	
                34

              
	 	
                Section
                  7.3.

              	 	
                Who
                  Are Deemed Absolute Owners

              	
                34

              
	 	
                Section
                  7.4.

              	 	
                Debentures
                  Owned by Company Deemed Not Outstanding

              	
                34

              
	 	
                Section
                  7.5.

              	 	
                Revocation
                  of Consents; Future Holders Bound

              	
                35

              
	 	 	 	 	
                35

              
	
                ARTICLE
                  VIII. SECURITYHOLDERS’ MEETINGS

              	
                35

              
	 	 	 	 	 
	 	
                Section
                  8.1.

              	 	
                Purposes
                  of Meetings

              	
                35

              
	 	
                Section
                  8.2.

              	 	
                Call
                  of Meetings by Trustee

              	
                36

              
	 	
                Section
                  8.3.

              	 	
                Call
                  of Meetings by Company or Securityholders

              	
                36

              
	 	
                Section
                  8.4.

              	 	
                Qualifications
                  for Voting

              	
                36

              
	 	
                Section
                  8.5.

              	 	
                Regulations

              	
                36

              
	 	
                Section
                  8.6.

              	 	
                Voting

              	
                36

              
	 	
                Section
                  8.7.

              	 	
                Quorum;
                  Actions

              	
                37

              
	 	 	 	 	 
	
                ARTICLE
                  IX. SUPPLEMENTAL INDENTURES

              	
                37

              
	 	 	 	 	 
	 	
                Section
                  9.1.

              	 	
                Supplemental
                  Indentures without Consent of Securityholders

              	
                37

              
	 	
                Section
                  9.2.

              	 	
                Supplemental
                  Indentures with Consent of Securityholders

              	
                39

              
	 	
                Section
                  9.3.

              	 	
                Effect
                  of Supplemental Indentures.

              	
                39

              
	 	
                Section
                  9.4.

              	 	
                Notation
                  on Debentures

              	
                40

              
	 	
                Section
                  9.5.

              	 	
                Evidence
                  of Compliance of Supplemental Indenture to be Furnished to
                  Trustee

              	
                40

              
	 	 	 	 	 
	
                ARTICLE
                  X. REDEMPTION OF SECURITIES

              	
                40

              
	 	 	 	 	 
	 	
                Section
                  10.1.

              	 	
                Optional
                  Redemption

              	
                40

              
	 	
                Section
                  10.2.

              	 	
                Special
                  Event Redemption.

              	
                40

              
	 	
                Section
                  10.3.

              	 	
                Notice
                  of Redemption; Selection of Debentures

              	
                40

              
	 	
                Section
                  10.4.

              	 	
                Payment
                  of Debentures Called for Redemption

              	
                41

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

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

              	
                41

              
	 	 	 	 	 
	 	
                Section
                  11.1.

              	 	
                Company
                  May Consolidate, etc., on Certain Terms

              	
                42

              
	 	
                Section
                  11.2.

              	 	
                Successor
                  Entity to be Substituted.

              	
                42

              
	 	
                Section
                  11.3.

              	 	
                Opinion
                  of Counsel to be Given to Trustee.

              	
                42

              
	 	 	 	 	 
	
                ARTICLE
                  XII. SATISFACTION AND DISCHARGE OF INDENTURE

              	
                42

              
	 	 	 	 	 
	 	
                Section
                  12.1.

              	 	
                Discharge
                  of Indenture.

              	
                42

              
	 	
                Section
                  12.2.

              	 	
                Deposited
                  Moneys to be Held in Trust by Trustee

              	
                43

              
	 	
                Section
                  12.3.

              	 	
                Paying
                  Agent to Repay Moneys Held.

              	
                43

              
	 	
                Section
                  12.4.

              	 	
                Return
                  of Unclaimed Moneys

              	
                43

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

              	
                44

              
	 	 	 	 	 
	 	
                Section
                  13.1.

              	 	
                Indenture
                  and Debentures Solely Corporate Obligations.

              	
                44

              
	 	 	 	 	 
	
                ARTICLE
                  XIV. MISCELLANEOUS PROVISIONS

              	
                44

              
	 	 	 	 	 
	 	
                Section
                  14.1.

              	 	
                Successors

              	
                44

              
	 	
                Section
                  14.2.

              	 	
                Official
                  Acts by Successor Entity

              	
                44

              
	 	
                Section
                  14.3.

              	 	
                Surrender
                  of Company Powers

              	
                44

              
	 	
                Section
                  14.4.

              	 	
                Addresses
                  for Notices, etc

              	
                44

              
	 	
                Section
                  14.5.

              	 	
                Governing
                  Law

              	
                44

              
	 	
                Section
                  14.6.

              	 	
                Evidence
                  of Compliance with Conditions Precedent

              	
                45

              
	 	
                Section
                  14.7.

              	 	
                Table
                  of Contents, Headings, etc

              	
                45

              
	 	
                Section
                  14.8.

              	 	
                Execution
                  in Counterparts.

              	
                45

              
	 	
                Section
                  14.9.

              	 	
                Separability

              	
                45

              
	 	
                Section
                  14.10.

              	 	
                Assignment

              	
                45

              
	 	
                Section
                  14.11.

              	 	
                Acknowledgment
                  of Rights

              	
                45

              
	 	 	 	 	 
	
                ARTICLE
                  XV. SUBORDINATION OF DEBENTURES

              	
                46

              
	 	 	 	 	 
	 	
                Section
                  15.1.

              	 	
                Agreement
                  to Subordinate.

              	
                46

              
	 	
                Section
                  15.2.

              	 	
                Default
                  on Senior Indebtedness

              	
                46

              
	 	
                Section
                  15.3.

              	 	
                Liquidation,
                  Dissolution, Bankruptcy

              	
                46

              
	 	
                Section
                  15.4.

              	 	
                Subrogation.

              	
                47

              
	 	
                Section
                  15.5.

              	 	
                Trustee
                  to Effectuate Subordination

              	
                48

              
	 	
                Section
                  15.6.

              	 	
                Notice
                  by the Company

              	
                48

              
	 	
                Section
                  15.7.

              	 	
                Rights
                  of the Trustee; Holders of Senior Indebtedness.

              	
                49

              
	 	
                Section
                  15.8.

              	 	
                Subordination
                  May Not Be Impaired.

              	
                49

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

              
	
                Exhibit
                  B Form of Certificate to
                  Trustee

              


      



    


    



    
      
        
          iii

           

        

        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    THIS
      INDENTURE, dated as of January 31, 2006, between Community Banks, Inc., a
      Pennsylvania corporation (the “Company”),
      and Wilmington Trust Company, a Delaware banking corporation, as debenture
      trustee (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
      for its lawful corporate purposes, the Company has duly authorized the issuance
      of its Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
      due 2036 (the “Debentures”)
      under this Indenture to provide, among other things, for the execution and
      authentication, delivery and administration thereof, and the Company has duly
      authorized the execution of this Indenture; and

     

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

     

    NOW,
      THEREFORE, This Indenture Witnesseth:

     

    In
      consideration of the premises, and the purchase of the Debentures by the holders
      thereof, the Company covenants and agrees with the Trustee for the equal and
      proportionate benefit of the respective holders from time to time of the
      Debentures as follows:

     

    ARTICLE
      I. 

     

    DEFINITIONS

     

    Section
      1.1.  Definitions.  

     

    The
      terms defined in this Section 1.1 (except as herein otherwise expressly
      provided or unless the context otherwise requires) for all purposes of this
      Indenture and of any indenture supplemental hereto shall have the respective
      meanings specified in this Section 1.1. All accounting terms used herein
      and not expressly defined shall have the meanings assigned to such terms in
      accordance with generally accepted accounting principles and the term “generally
      accepted accounting principles” means such accounting principles as are
      generally accepted in the United States at the time of any computation. The
      words “herein,” “hereof” and “hereunder” and other words of similar import refer
      to this Indenture as a whole and not to any particular Article, Section or
      other
      subdivision.

     

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

     

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

     

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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        
subsidiaries,
        or any other class of security or interest which the Federal Reserve now
        or may
        hereafter accord Tier 1 capital treatment (including the Debentures) in
        excess of the amount which may qualify for treatment as Tier 1 capital
        under applicable capital adequacy guidelines.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Capital
      Securities Guarantee”
      means the guarantee agreement that the Company enters into with Wilmington
      Trust
      Company, as guarantee trustee, or other Persons that operates directly or
      indirectly for the benefit of holders of Capital Securities of the
      Trust.

     

    “Capital
      Treatment Event”
      means the receipt by the Company and the Trust of an opinion of counsel
      experienced in such matters to the effect that, as a result of the occurrence
      of
      any amendment to, or change (including any announced prospective change) in,
      the
      laws, rules or regulations of the United States or any political subdivision
      thereof or therein, or as the result of any official or administrative
      pronouncement or action or decision interpreting or applying such laws, rules
      or
      regulations, which amendment or change is effective or which pronouncement,
      action or decision is announced on or after the date of original issuance of
      the
      Debentures, there is more than an insubstantial risk that the Company will
      not,
      within 90 days of the date of such opinion, be entitled to treat an amount
      equal
      to the aggregate liquidation amount of the Capital Securities as “Tier 1
      Capital” (or its then equivalent) for purposes of the capital adequacy
      guidelines of the Federal Reserve, as then in effect and applicable to the
      Company (or if the Company is not a bank holding company or is otherwise not
      subject to the Federal Reserve’s risk-based capital adequacy guidelines, such
      guidelines applied to the Company as if the Company were subject to such
      guidelines); provided,
      however,
      that the inability of the Company to treat all or any portion of the liquidation
      amount of the Capital Securities as Tier l Capital shall not constitute the
      basis for a Capital Treatment Event, if such inability results from the Company
      having cumulative preferred stock, minority interests in consolidated
      subsidiaries, or any other class of security or interest which the 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        
Federal
        Reserve or OTS, as applicable, may now or hereafter accord Tier 1 Capital
        treatment in excess of the amount which may now or hereafter qualify for
        treatment as Tier 1 Capital under applicable capital adequacy guidelines;
provided further,
        however,
        that the distribution of Debentures in connection with the liquidation of
        the
        Trust shall not in and of itself constitute a Capital Treatment Event unless
        such liquidation shall have occurred in connection with a Tax Event or an
        Investment Company Event.

    

     

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

     

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

     

    “Company”
      means Community Banks, Inc., a Pennsylvania corporation, and, subject to the
      provisions of Article XI, shall include its successors and
      assigns.

     

    “Comparable
      Treasury Issue”
      means with respect to any Special Redemption Date the United States Treasury
      security selected by the Quotation Agent as having a maturity comparable to
      the
      Fixed Rate Period Remaining Life that would be utilized, at the time of
      selection and in accordance with customary financial practice, in pricing new
      issues of corporate debt securities of comparable maturity to the Fixed Rate
      Period Remaining Life. If no United States Treasury security has a maturity
      which is within a period from three months before to three months after the
      Interest Payment Date in March 2011, the two most closely corresponding fixed,
      non-callable United States Treasury securities, as selected by the Quotation
      Agent, shall be used as the Comparable Treasury Issue, and the Treasury Rate
      shall be interpolated or extrapolated on a straight-line basis, rounding to
      the
      nearest month using such securities.

     

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

     

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

     

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

     

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

     

    “Declaration”
      means the Amended and Restated Declaration of Trust of the Trust, as amended
      or
      supplemented from time to time.

     

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

     

    “Defaulted
      Interest”
      has the meaning set forth in Section 2.8.

     

    “Distribution
      Period”
      means (i) with respect to interest paid on the first Interest Payment Date,
      the period beginning on (and including) the date of original issuance and ending
      on (but excluding) the Interest Payment Date in March 2006 and
      (ii) thereafter, with respect to interest paid on each successive Interest
      Payment Date, the period beginning on (and including) the preceding Interest
      Payment Date and ending on (but excluding) such current Interest Payment
      Date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    “Fixed
      Rate Period Remaining Life”
      means, with respect to any Debenture, the period from the Special Redemption
      Date for such Debenture to the Interest Payment Date in March 2011.

     

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

     

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

     

    “Interest
      Payment Date”
      means March 15, June 15, September 15 and December 15 of
      each year during the term of this Indenture, or if such day is not a Business
      Day, then the next succeeding Business Day (it being understood that interest
      accrues for any such non-Business Day during the applicable Distribution Period,
      beginning on or after March 15, 2011), commencing in March
      2006.

     

    “Interest
      Rate”
      means for the Distribution Period beginning on (and including) the date of
      original issuance and ending on (but excluding) the Interest Payment Date in
      March 2011 the rate per annum of 6.35%, and for each Distribution Period
      beginning on or after the Interest Payment Date in March 2011, the Coupon Rate
      for such Distribution Period.

     

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

     

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

     

    “Maturity
      Date”
      means March 15, 2036.

     

    “Officers’
      Certificate”
      means a certificate signed by the Chairman of the Board, the Chief Executive
      Officer, the Vice Chairman, the President, any Managing Director or any Vice
      President, and by the Treasurer, an Assistant Treasurer, the Comptroller, an
      Assistant Comptroller, the Secretary or an Assistant Secretary of the Company,
      and delivered to the Trustee. Each such certificate shall include the statements
      provided for in Section 14.6 if and to the extent required by the
      provisions of such Section.

     

    “Opinion
      of Counsel”
      means an opinion in writing signed by legal counsel, who may be an employee
      of
      or counsel to the Company, or may be other counsel reasonably satisfactory
      to
      the Trustee. Each such opinion shall include the statements provided for in
      Section 14.6 if and to the extent required by the provisions of such
      Section.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    (b) Debentures,
      or portions thereof, for the payment or redemption of which moneys in the
      necessary amount shall have been deposited in trust with the Trustee or with
      any
      paying agent (other than the Company) or shall have been set aside and
      segregated in trust by the Company (if the Company shall act as its own paying
      agent); provided,
      however,
      that, if such Debentures, or portions thereof, are to be redeemed prior to
      maturity thereof, notice of such redemption shall have been given as provided
      in
      Section 10.3 or provision satisfactory to the Trustee shall have been made
      for giving such notice; and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

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

     

    “Responsible
      Officer”
      means, with respect to the Trustee, any officer within the Principal Office
      of
      the Trustee, including any vice-president, any assistant vice-president, any
      secretary, any assistant secretary, the treasurer, any assistant treasurer,
      any
      trust officer or other officer of the Principal Trust Office of the Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers and also means, with respect to a particular corporate
      trust
      matter, any other officer to whom such matter is referred because of that
      officer’s knowledge of and familiarity with the particular subject.

     

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

     

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

     

    “Senior
      Indebtedness”
      means, with respect to the Company, (i) the principal, premium, if any, and
      interest in respect of (A) indebtedness of the Company for all borrowed and
      purchased money and (B) indebtedness evidenced by securities, debentures,
      notes, bonds or other similar instruments issued by the Company; (ii) all
      capital lease obligations of the Company; (iii) all obligations of the
      Company issued or assumed as the deferred purchase price of property, all
      conditional sale obligations of the Company and all obligations of the Company
      under any title retention agreement; (iv) all obligations of the Company
      for the reimbursement of any letter of credit, any banker’s acceptance, any
      security purchase facility, any repurchase agreement or similar arrangement,
      any
      interest rate swap, any other hedging arrangement, any obligation under options
      or any similar credit or other transaction; (v) all obligations of the
      Company associated with derivative products such as interest and foreign
      exchange rate contracts, commodity contracts, and similar arrangements;
      (vi) all obligations of the type referred to in clauses (i) through
      (v) above of other Persons for the payment of which the Company is responsible
      or liable as obligor, guarantor or otherwise including, without limitation,
      similar obligations arising from off-balance sheet guarantees and direct credit
      substitutes; and (vii) all obligations of the type referred to in
      clauses (i) through (vi) above of other Persons secured by any lien on any
      property or asset of the Company (whether or not such obligation is assumed
      by
      the Company), whether incurred on or prior to the date of this Indenture or
      thereafter incurred. Notwithstanding the foregoing, “Senior Indebtedness” shall
      not include (1) any Additional Junior Indebtedness, (2) Debentures
      issued pursuant to this Indenture and guarantees in respect of such Debentures,
      (3) trade accounts payable of the Company arising in the ordinary course of
      business (such trade accounts payable being pari
      passu
      in right of payment to the Debentures), or (4) obligations with respect to
      which (a) in the instrument creating or evidencing the same or pursuant to
      which the same is outstanding, it is provided that such obligations are
pari
      passu,
      junior or otherwise not superior in right of payment to the Debentures and
      (b) the Company, prior to the issuance thereof, has notified (and, if then
      required under the applicable guidelines of the regulating entity, has received
      approval from) the Federal Reserve (if the Company is a bank holding company)
      or
      the OTS (if the Company is a savings and loan holding company). Senior
      Indebtedness shall continue to be Senior Indebtedness and be entitled to the
      subordination provisions irrespective of any amendment, modification or waiver
      of any term of such Senior Indebtedness.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Special
      Redemption Price”
      means (a) if the Special Redemption Date occurs before the Interest Payment
      Date in March 2011, the greater of (i) 107.5% of the principal amount of
      the Debentures, plus accrued and unpaid interest (including Additional Interest)
      on the Debentures to the Special Redemption Date, or (ii) as determined by
      the Quotation Agent, (A) the sum of the present values of the scheduled
      payments of principal and interest on the Debentures during the Fixed Rate
      Period Remaining Life of the Debentures (assuming the Debentures matured on
      the
      Interest Payment Date in March 2011) discounted to the Special Redemption Date
      on a quarterly basis (assuming a 360-day year consisting of twelve 30-day
      months) at the Treasury Rate, plus (B) accrued and unpaid interest
      (including Additional Interest) on the Debentures to such Special Redemption
      Date, or (b) if the Special Redemption Date occurs on or after the Interest
      Payment Date in March 2011, 100% of the principal amount of the Debentures
      being
      redeemed, plus accrued and unpaid interest (including any Additional Interest)
      on such Debentures to the Special Redemption Date.

     

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

     

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

     

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

     

    “Telerate
      Page 3750”
      has the meaning set forth in Section 2.10.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    ARTICLE
      II. 

     

    DEBENTURES

     

    Section
      2.1.  Authentication
      and Dating.  

     

    Upon
      the execution and delivery of this Indenture, or from time to time thereafter,
      Debentures in an aggregate principal amount not in excess of $10,310,000.00
      may
      be executed and delivered by the Company to the Trustee for authentication,
      and
      the Trustee, upon receipt of a written authentication order from the Company,
      shall thereupon authenticate and make available for delivery said Debentures
      to
      or upon the written order of the Company, signed by its Chairman of the Board
      of
      Directors, Chief Executive Officer, Vice Chairman, the President, one of its
      Managing Directors or one of its Vice Presidents without any further action
      by
      the Company hereunder. Notwithstanding anything to the contrary contained
      herein, the Trustee shall be fully protected in relying upon the aforementioned
      authentication order and written order in authenticating and delivering said
      Debentures. In authenticating such Debentures, and accepting the additional
      responsibilities under this Indenture in relation to such Debentures, the
      Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
      fully protected in relying upon:

     

    (a)  a
      copy of any Board Resolution or Board Resolutions relating thereto and, if
      applicable, an appropriate record of any action taken pursuant to such
      resolution, in each case certified by the Secretary or an Assistant Secretary
      of
      the Company, as the case may be; and

     

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

     

    (1)  that
      such Debentures, when authenticated and delivered by the Trustee and issued
      by
      the Company in each case in the manner and subject to any conditions specified
      in such Opinion of Counsel, will constitute valid and legally binding
      obligations of the Company, subject to or limited by applicable bankruptcy,
      insolvency, reorganization, conservatorship, receivership, moratorium and other
      statutory or 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        
decisional
        laws relating to or affecting creditors’ rights or the reorganization of
        financial institutions (including, without limitation, preference and fraudulent
        conveyance or transfer laws), heretofore or hereafter enacted or in effect,
        affecting the rights of creditors generally; and

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    WILMINGTON
      TRUST COMPANY, as Trustee

     

    By________________________________      

    Authorized
      Signer

     

    Section
      2.3.  Form
      and Denomination of Debentures.  

     

    The
      Debentures shall be substantially in the form of Exhibit A attached hereto.
      The
      Debentures shall be in registered, certificated form without coupons and in
      minimum denominations of $100,000.00 and any multiple of $1,000.00 in excess
      thereof. Any attempted transfer of the Debentures in a block having an aggregate
      principal amount of less than $100,000.00 shall be deemed to be void and of
      no
      legal effect whatsoever. Any such purported transferee shall be deemed not
      to be
      a holder of such Debentures for any purpose, including, but not limited to
      the
      receipt of payments on such Debentures, and such purported transferee shall
      be
      deemed to have no interest whatsoever in such Debentures. The Debentures shall
      be numbered, lettered, or otherwise distinguished in such manner or in
      accordance with such plans as the officers executing the same may determine
      with
      the approval of the Trustee as evidenced by the execution and authentication
      thereof.

     

    Section
      2.4.  Execution
      of Debentures.  

     

    The
      Debentures shall be signed in the name and on behalf of the Company by the
      manual or facsimile signature of its Chairman of the Board of Directors, Chief
      Executive Officer, Vice Chairman, President, one of its Managing Directors
      or
      one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents.
      Only such Debentures as shall bear thereon a certificate of authentication
      substantially in the form herein before recited, executed by the Trustee or
      the
      Authenticating Agent by the manual signature of an authorized signer, shall
      be
      entitled to the benefits of this Indenture or be valid or obligatory for any
      purpose. Such certificate by the Trustee or the Authenticating Agent upon any
      Debenture executed by the Company shall be conclusive evidence that the
      Debenture so authenticated has been duly authenticated and delivered hereunder
      and that the holder is entitled to the benefits of this Indenture.

     

    In
      case any officer of the Company who shall have signed any of the Debentures
      shall cease to be such officer before the Debentures so signed shall have been
      authenticated and delivered by the Trustee or 

     

    
      
        
        

      

      
        9

        
          

        

      

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

    

     

    Every
      Debenture shall be dated the date of its authentication.

     

    Section
      2.5.  Exchange
      and Registration of Transfer of Debentures.  

     

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

     

    Debentures
      to be exchanged may be surrendered at the Principal Office of the Trustee or
      at
      any office or agency to be maintained by the Company for such purpose as
      provided in Section 3.2, and the Company shall execute, the Company or the
      Trustee shall register and the Trustee or the Authenticating Agent shall
      authenticate and make available for delivery in exchange therefor the Debenture
      or Debentures which the Securityholder making the exchange shall be entitled
      to
      receive. Upon due presentment for registration of transfer of any Debenture
      at
      the Principal Office of the Trustee or at any office or agency of the Company
      maintained for such purpose as provided in Section 3.2, the Company shall
      execute, the Company or the Trustee shall register and the Trustee or the
      Authenticating Agent shall authenticate and make available for delivery in
      the
      name of the transferee or transferees a new Debenture for a like aggregate
      principal amount. Registration or registration of transfer of any Debenture
      by
      the Trustee or by any agent of the Company appointed pursuant to
      Section 3.2, and delivery of such Debenture, shall be deemed to complete
      the registration or registration of transfer of such Debenture.

     

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

     

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

     

    The
      Company or the Trustee shall not be required to exchange or register a transfer
      of any Debenture for a period of 15 days next preceding the date of
      selection of Debentures for redemption.

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
      ITS
      ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
      ONLY
      (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
      BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE
      FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,
      (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
      RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
      SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
      MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT
      IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
      AN
      INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
      TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
      OF
      THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      IT IN
      ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
      COMPANY.

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    Every
      substituted Debenture issued pursuant to the provisions of this Section 2.6
      by virtue of the fact that any such Debenture is destroyed, lost or stolen
      shall
      constitute an additional contractual obligation of the Company, whether or
      not
      the destroyed, lost or stolen Debenture shall be found at any time, and shall
      be
      entitled to all the benefits of this Indenture equally and proportionately
      with
      any and all other Debentures duly issued hereunder. All Debentures shall be
      held
      and owned upon the express condition that, to the extent permitted by applicable
      law, the foregoing provisions are exclusive with respect to the replacement
      or
      payment of mutilated, destroyed, lost or stolen Debentures and shall preclude
      any and all other rights or remedies notwithstanding any law or statute existing
      or hereafter enacted to the contrary with respect to the replacement or payment
      of negotiable instruments or other securities without their
      surrender.

     

    Section
      2.7.  Temporary
      Debentures.  

     

    Pending
      the preparation of definitive Debentures, the Company may execute and the
      Trustee shall authenticate and make available for delivery temporary Debentures
      that are typed, printed or lithographed. Temporary Debentures shall be issuable
      in any authorized denomination, and substantially in the form of the definitive
      Debentures in lieu of which they are issued but with such omissions, insertions
      and variations as may be appropriate for temporary Debentures, all as may be
      determined by the Company. Every such temporary Debenture shall be executed
      by
      the Company and be authenticated by the Trustee upon the same conditions and
      in
      substantially the same manner, and with the same effect, as the definitive
      Debentures. Without unreasonable delay the Company will execute and deliver
      to
      the Trustee or the Authenticating Agent 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        
definitive
        Debentures and thereupon any or all temporary Debentures may be surrendered
        in
        exchange therefor, at the principal corporate trust office of the Trustee
        or at
        any office or agency maintained by the Company for such purpose as provided
        in
        Section 3.2, and the Trustee or the Authenticating Agent shall authenticate
        and make available for delivery in exchange for such temporary Debentures
        a like
        aggregate principal amount of such definitive Debentures. Such exchange shall
        be
        made by the Company at its own expense and without any charge therefor except
        that in case of any such exchange involving a registration of transfer the
        Company may require payment of a sum sufficient to cover any tax, fee or
        other
        governmental charge that may be imposed in relation thereto. Until so exchanged,
        the temporary Debentures shall in all respects be entitled to the same benefits
        under this Indenture as definitive Debentures authenticated and delivered
        hereunder.

    

     

    Section
      2.8.  Payment
      of Interest and Additional Interest.  

     

    Interest
      at the Interest Rate and any Additional Interest on any Debenture that is
      payable, and is punctually paid or duly provided for, on any Interest Payment
      Date for Debentures shall be paid to the Person in whose name said Debenture
      (or
      one or more Predecessor Securities) is registered at the close of business
      on
      the regular record date for such interest installment except that interest
      and
      any Additional Interest payable on the Maturity Date shall be paid to the Person
      to whom principal is paid.

     

    Each
      Debenture shall bear interest for the period beginning on (and including) the
      date of original issuance and ending on (but excluding) the Interest Payment
      Date in March 2011 at a rate per annum of 6.35%, and shall bear interest for
      each successive Distribution Period beginning on or after the Interest Payment
      Date in March 2011 at a rate per annum equal to the 3-Month LIBOR, determined
      as
      described in Section 2.10, plus 1.40% (the “Coupon
      Rate”),
      applied to the principal amount thereof, until the principal thereof becomes
      due
      and payable, and on any overdue principal and to the extent that payment of
      such
      interest is enforceable under applicable law (without duplication) on any
      overdue installment of interest (including Additional Interest) at the Interest
      Rate in effect for each applicable period compounded quarterly. Interest shall
      be payable (subject to any relevant Extension Period) quarterly in arrears
      on
      each Interest Payment Date with the first installment of interest to be paid
      on
      the Interest Payment Date in March 2006.

     

    Any
      interest on any Debenture, including Additional Interest, that is payable,
      but
      is not punctually paid or duly provided for, on any Interest Payment Date
      (herein called “Defaulted
      Interest”)
      shall forthwith cease to be payable to the registered holder on the relevant
      regular record date by virtue of having been such holder; and such Defaulted
      Interest shall be paid by the Company to the Persons in whose names such
      Debentures (or their respective Predecessor Securities) are registered at the
      close of business on a special record date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner: the Company shall notify
      the Trustee in writing at least 25 days prior to the date of the proposed
      payment of the amount of Defaulted Interest proposed to be paid on each such
      Debenture and the date of the proposed payment, and at the same time the Company
      shall deposit with the Trustee an amount of money equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit prior to the date
      of
      the proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this clause
      provided. Thereupon the Trustee shall fix a special record date for the payment
      of such Defaulted Interest which shall not be more than 15 nor less than 10
      days
      prior to the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee shall
      promptly notify the Company of such special record date and, in the name and
      at
      the expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the special record date therefor to be mailed, first
      class postage prepaid, to each Securityholder at its address as it appears
      in
      the Debenture Register, not less than 10 days prior to such special record
      date.
      Notice of the proposed payment of such Defaulted Interest and the special record
      date therefor having been mailed as aforesaid, such Defaulted Interest shall
      be
      paid to the Persons in 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        
whose
        names such Debentures (or their respective Predecessor Securities) are
        registered on such special record date and shall be no longer
        payable.

    

     

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

     

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

     

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

     

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

     

    Section
      2.9.  Cancellation
      of Debentures Paid, etc.  

     

    All
      Debentures surrendered for the purpose of payment, redemption, exchange or
      registration of transfer, shall, if surrendered to the Company or any paying
      agent, be surrendered to the Trustee and promptly canceled by it, or, if
      surrendered to the Trustee or any Authenticating Agent, shall be promptly
      canceled by it, and no Debentures shall be issued in lieu thereof except as
      expressly permitted by any of the provisions of this Indenture. All Debentures
      canceled by any Authenticating Agent shall be delivered to the Trustee. The
      Trustee shall destroy all canceled Debentures unless the Company otherwise
      directs the Trustee in writing. If the Company shall acquire any of the
      Debentures, however, such acquisition shall not operate as a redemption or
      satisfaction of the indebtedness represented by such Debentures unless and
      until
      the same are surrendered to the Trustee for cancellation.

     

    Section
      2.10.  Computation
      of Interest.  

     

    The
      amount of interest payable (i) for any Distribution Period commencing on or
      after the date of original issuance but before the Interest Payment Date in
      March 2011 will be computed on the basis of a 360-day year of twelve 30-day
      months, and (ii) for the Distribution Period commencing on the Interest
      Payment Date in March 2011 and each succeeding Distribution Period will be
      calculated by applying the Interest Rate to the principal amount outstanding
      at
      the commencement of the Distribution Period on the basis of the actual number
      of
      days in the Distribution Period concerned divided by 360. All percentages
      resulting from any calculations on the Debentures will be rounded, if necessary,
      to the nearest one hundred-thousandth of a percentage point, with five
      one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
      .09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts
      used
      in or resulting from such calculation will be rounded to the nearest cent (with
      one-half cent being rounded upward)).

     

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

     

    (1) the
      rate (expressed as a percentage per annum) for U.S. dollar deposits having
      a
      three-month maturity that appears on Telerate Page 3750 as of
      11:00 a.m. (London time) on the related Determination Date (as defined
      below). “Telerate Page 3750” means the display designated as
“Page 3750” on the Moneyline Telerate Service or such other page as may
      replace Page 3750 on that service or such other service or services as may
      be nominated by the British Bankers’ Association as the information vendor for
      the purpose of displaying London interbank offered rates for U.S. dollar
      deposits;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    If
      the rate for U.S. dollar deposits having a three-month maturity that initially
      appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
      related Determination Date is superseded on the Telerate Page 3750 by a
      corrected rate by 12:00 noon (London time) on such Determination Date, then
      the corrected rate as so substituted on the applicable page will be the
      applicable 3-Month LIBOR for such Determination Date.

     

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

     

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

     

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

     

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

     

    Section
      2.11.  Extension
      of Interest Payment Period.  

     

    So
      long as no Acceleration Event of Default has occurred and is continuing, the
      Company shall have the right, from time to time, and without 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        
causing
        an Event of Default, to defer payments of interest on the Debentures by
        extending the interest payment period on the Debentures at any time and from
        time to time during the term of the Debentures, for up to 20 consecutive
        quarterly periods (each such extended interest payment period, an “Extension
        Period”),
        during which Extension Period no interest (including Additional Interest)
        shall
        be due and payable (except any Additional Sums that may be due and payable).
        No
        Extension Period may end on a date other than an Interest Payment Date. During
        an Extension Period, interest will continue to accrue on the Debentures,
        and
        interest on such accrued interest will accrue at an annual rate equal to
        the
        Interest Rate in effect for such Extension Period, compounded quarterly from
        the
        date such interest would have been payable were it not for the Extension
        Period,
        to the extent permitted by law (such interest referred to herein as
“Additional
        Interest”).
        At the end of any such Extension Period the Company shall pay all interest
        then
        accrued and unpaid on the Debentures (together with Additional Interest
        thereon); provided,
        however,
        that no Extension Period may extend beyond the Maturity Date; provided further,
        however,
        that during any such Extension Period, the Company shall not and shall not
        permit any Affiliate to (i) declare or pay any dividends or distributions
        on, or redeem, purchase, acquire, or make a liquidation payment with respect
        to,
        any of the Company’s or such Affiliate’s capital stock (other than payments of
        dividends or distributions either directly, or indirectly through another
        Affiliate, to the Company) or make any guarantee payments with respect to
        the
        foregoing or (ii) make any payment of principal of or interest or premium,
        if any, on or repay, repurchase or redeem any debt securities of the Company
        or
        any Affiliate that rank pari
        passu
        in all respects with or junior in interest to the Debentures (other than,
        with
        respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Company in connection with
        any
        employment contract, benefit plan or other similar arrangement with or for
        the
        benefit of one or more employees, officers, directors or consultants, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or in
        connection with the issuance of capital stock of the Company (or securities
        convertible into or exercisable for such capital stock) as consideration
        in an
        acquisition transaction entered into prior to the applicable Extension Period,
        (b) as a result of any exchange or conversion of any class or series of the
        Company’s capital stock (or any capital stock of a subsidiary of the Company)
        for any class or series of the Company’s capital stock or of any class or series
        of the Company’s indebtedness for any class or series of the Company’s capital
        stock, (c) the purchase of fractional interests in shares of the Company’s
        capital stock pursuant to the conversion or exchange provisions of such capital
        stock or the security being converted or exchanged, (d) any declaration of
        a dividend in connection with any stockholders’ rights plan, or the issuance of
        rights, stock or other property under any stockholders’ rights plan, or the
        redemption or repurchase of rights pursuant thereto, (e) any dividend in
        the form of stock, warrants, options or other rights where the dividend stock
        or
        the stock issuable upon exercise of such warrants, options or other rights
        is
        the same stock as that on which the dividend is being paid or ranks pari
        passu
        with or junior to such stock and any cash payments in lieu of fractional
        shares
        issued in connection therewith, or (f) payments under the Capital
        Securities Guarantee). Prior to the termination of any Extension Period,
        the
        Company may further extend such period, provided that such period together
        with
        all such previous and further consecutive extensions thereof shall not exceed
        20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon
        the termination of any Extension Period and upon the payment of all accrued
        and
        unpaid interest and Additional Interest, the Company may commence a new
        Extension Period, subject to the foregoing requirements. No interest or
        Additional Interest shall be due and payable during an Extension Period,
        except
        at the end thereof, but each installment of interest that would otherwise
        have
        been due and payable during such Extension Period shall bear Additional Interest
        to the extent permitted by applicable law. The Company must give the Trustee
        notice of its election to begin or extend an Extension Period by the close
        of
        business at least 15 Business Days prior to the Interest Payment Date with
        respect to which interest on the Debentures would have been payable except
        for
        the election to begin or extend such Extension Period. The Trustee shall
        give
        notice of the Company’s election to begin a new Extension Period to the
        Securityholders.

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    Section
      2.12.  CUSIP
      Numbers.  

     

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

     

    ARTICLE
      III.  

     

    PARTICULAR
      COVENANTS OF THE COMPANY

     

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

     

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

     

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

     

    (c)  As
      of the date of this Indenture, without any prejudice to its right to commence
      an
      Extension Period, the Company has no present intention to exercise its right
      under Section
      2.11
      to defer payments of interest on the Debentures by commencing an Extension
      Period.

     

    (d)  As
      of the date of this Indenture, the Company believes that the likelihood that
      it
      would exercise its right under Section
      2.11
      to defer payments of interest on the Debentures by commencing an Extension
      Period at any time during which the Debentures are outstanding is remote because
      of the restrictions that would be imposed on the Company’s ability to declare or
      pay dividends or distributions on, or to redeem, purchase or make a liquidation
      payment with respect to, any of its outstanding equity and on the Company’s
      ability to make any payments of principal of or interest on, or repurchase
      or
      redeem, any of its debt securities that rank pari
      passu
      in all respects with (or junior in interest to) the Debentures.

     

    Section
      3.2.  Offices
      for Notices and Payments, etc.  

     

    So
      long as any of the Debentures remain outstanding, the Company will maintain
      in
      Wilmington, Delaware, an office or agency where the Debentures may be presented
      for payment, an office or agency where the Debentures may be presented for
      registration of transfer and for exchange as in this Indenture provided and
      an
      office or agency where notices and demands to or upon the Company in respect
      of
      the Debentures or of this Indenture may be 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        
served.
        The Company will give to the Trustee written notice of the location of any
        such
        office or agency and of any change of location thereof. Until otherwise
        designated from time to time by the Company in a notice to the Trustee, or
        specified as contemplated by Section
        2.5,
        such office or agency for all of the above purposes shall be the office or
        agency of the Trustee. In case the Company shall fail to maintain any such
        office or agency in Wilmington, Delaware, or shall fail to give such notice
        of
        the location or of any change in the location thereof, presentations and
        demands
        may be made and notices may be served at the Principal Office of the
        Trustee.

    

     

    In
      addition to any such office or agency, the Company may from time to time
      designate one or more offices or agencies outside Wilmington, Delaware, where
      the Debentures may be presented for registration of transfer and for exchange
      in
      the manner provided in this Indenture, and the Company may from time to time
      rescind such designation, as the Company may deem desirable or expedient;
provided,
      however,
      that no such designation or rescission shall in any manner relieve the Company
      of its obligation to maintain any such office or agency in Wilmington, Delaware,
      for the purposes above mentioned. The Company will give to the Trustee prompt
      written notice of any such designation or rescission thereof.

     

    Section
      3.3.  Appointments
      to Fill Vacancies in Trustee’s Office.  

     

    The
      Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, in the manner provided in Section 6.9, a Trustee, so that
      there shall at all times be a Trustee hereunder.

     

    Section
      3.4.  Provision
      as to Paying Agent.

     

    (a)  If
      the Company shall appoint a paying agent other than the Trustee, it will cause
      such paying agent to execute and deliver to the Trustee an instrument in which
      such agent shall agree with the Trustee, subject to the provision of this
      Section 3.4,

     

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

     

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

     

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

     

    (b)  If
      the Company shall act as its own paying agent, it will, on or before each due
      date of the principal of and premium, if any, or interest (subject to the
      commencement of an Extension Period) or other payments, if any, on the
      Debentures, set aside, segregate and hold in trust for the benefit of the
      holders of the Debentures a sum sufficient to pay such principal, premium,
      interest or other payments so becoming due and will notify the Trustee in
      writing of any failure to take such action and of any failure by the Company
      (or
      by any other obligor under the Debentures) to make any payment of the principal
      of and premium, if any, or interest or other payments, if any, on the Debentures
      when the same shall become due and payable.

     

    Whenever
      the Company shall have one or more paying agents for the Debentures, it will,
      on
      or prior to each due date of the principal of and premium, if any, or interest
      (subject to the commencement of an Extension Period), if any, on the Debentures,
      deposit with a paying agent a sum sufficient to pay the 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        
principal,
        premium, interest or other payments so becoming due, such sum to be held
        in
        trust for the benefit of the Persons entitled thereto and (unless such paying
        agent is the Trustee) the Company shall promptly notify the Trustee in writing
        of its action or failure to act.

    

     

    (c)  Anything
      in this Section 3.4 to the contrary notwithstanding, the Company may, at
      any time, for the purpose of obtaining a satisfaction and discharge with respect
      to the Debentures, or for any other reason, pay, or direct any paying agent
      to
      pay to the Trustee all sums held in trust by the Company or any such paying
      agent, such sums to be held by the Trustee upon the trusts herein
      contained.

     

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

     

    Section
      3.5.  Certificate
      to Trustee.  

     

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

     

    Section
      3.6.  Additional
      Sums.  

     

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

     

    Section
      3.7.  Compliance
      with Consolidation Provisions.  

     

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

     

    Section
      3.8.  Limitation
      on Dividends.  

     

    If
      Debentures are initially issued to the Trust or a trustee of such Trust in
      connection with the issuance of Trust Securities by the Trust (regardless of
      whether Debentures continue to be held by such Trust) and (i) there shall
      have occurred and be continuing an Event of Default, (ii) the Company shall
      be in default with respect to its payment of any obligations under the Capital
      Securities Guarantee, or (iii) the Company shall have given notice of its
      election to commence an Extension Period and such period, or any extension
      thereof, shall be continuing, then the Company shall not, and shall not allow
      any Affiliate of the Company to, (x) declare or pay any dividends or
      distributions on, or redeem, purchase, acquire, or make a liquidation payment
      with respect to, any of the Company’s capital stock or its Affiliates’ capital
      stock (other than payments of dividends or distributions either directly, or
      indirectly through another Affiliate, to the Company) or make any guarantee
      payments with respect to the foregoing or (y) make any payment of principal
      of or interest or 

     

    
      
         

      

      
        19

        
          

        

      

      
         
premium,
        if any, on or repay, repurchase or redeem any debt securities of the Company
        or
        any Affiliate that rank pari
        passu
        in all respects with or junior in interest to the Debentures (other than,
        with
        respect to clauses (x) and (y) above, (1) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Company in connection with
        any
        employment contract, benefit plan or other similar arrangement with or for
        the
        benefit of one or more employees, officers, directors or consultants, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or in
        connection with the issuance of capital stock of the Company (or securities
        convertible into or exercisable for such capital stock) as consideration
        in an
        acquisition transaction entered into prior to the applicable Extension Period,
        if any, (2) as a result of any exchange or conversion of any class or
        series of the Company’s capital stock (or any capital stock of a subsidiary of
        the Company) for any class or series of the Company’s capital stock or of any
        class or series of the Company’s indebtedness for any class or series of the
        Company’s capital stock, (3) the purchase of fractional interests in shares
        of the Company’s capital stock pursuant to the conversion or exchange provisions
        of such capital stock or the security being converted or exchanged, (4) any
        declaration of a dividend in connection with any stockholders’ rights plan, or
        the issuance of rights, stock or other property under any stockholders’ rights
        plan, or the redemption or repurchase of rights pursuant thereto, (5) any
        dividend in the form of stock, warrants, options or other rights where the
        dividend stock or the stock issuable upon exercise of such warrants, options
        or
        other rights is the same stock as that on which the dividend is being paid
        or
        ranks pari
        passu
        with or junior to such stock and any cash payments in lieu of fractional
        shares
        issued in connection therewith, or (6) payments under the Capital
        Securities Guarantee).

    

     

    Section
      3.9.  Covenants
      as to the Trust.  

     

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

     

    Section
      3.10.  Additional
      Junior Indebtedness.  

     

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

     

    ARTICLE
      IV.  

     

    SECURITYHOLDERS’
      LISTS AND REPORTS

     

    BY
      THE COMPANY AND THE TRUSTEE

     

    Section
      4.1.  Securityholders’
      Lists.  

     

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

     

    (a)  on
      each regular record date for the Debentures, a list, in such form as the Trustee
      may reasonably require, of the names and addresses of the Securityholders of
      the
      Debentures as of such record date; and

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    (b)  at
      such other times as the Trustee may request in writing, within 30 days
      after the receipt by the Company of any such request, a list of similar form
      and
      content as of a date not more than 15 days prior to the time such list is
      furnished;

     

    except
      that no such lists need be furnished under this Section 4.1 so long as the
      Trustee is in possession thereof by reason of its acting as Debenture
      registrar.

     

    Section
      4.2.  Preservation
      and Disclosure of Lists.

     

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

     

    (b)  In
      case three or more holders of Debentures (hereinafter referred to as
“applicants”) apply in writing to the Trustee and furnish to the Trustee
      reasonable proof that each such applicant has owned a Debenture for a period
      of
      at least 6 months preceding the date of such application, and such application
      states that the applicants desire to communicate with other holders of
      Debentures with respect to their rights under this Indenture or under such
      Debentures and is accompanied by a copy of the form of proxy or other
      communication which such applicants propose to transmit, then the Trustee shall
      within 5 Business Days after the receipt of such application, at its election,
      either:

     

    (1)  afford
      such applicants access to the information preserved at the time by the Trustee
      in accordance with the provisions of subsection (a) of this
      Section 4.2, or

     

    (2)  inform
      such applicants as to the approximate number of holders of Debentures whose
      names and addresses appear in the information preserved at the time by the
      Trustee in accordance with the provisions of subsection (a) of this
      Section 4.2, and as to the approximate cost of mailing to such
      Securityholders the form of proxy or other communication, if any, specified
      in
      such application.

     

    If
      the Trustee shall elect not to afford such applicants access to such
      information, the Trustee shall, upon the written request of such applicants,
      mail to each Securityholder whose name and address appear in the information
      preserved at the time by the Trustee in accordance with the provisions of
      subsection (a) of this Section 4.2 a copy of the form of proxy or
      other communication which is specified in such request with reasonable
      promptness after a tender to the Trustee of the material to be mailed and of
      payment, or provision for the payment, of the reasonable expenses of mailing,
      unless within five days after such tender, the Trustee shall mail to such
      applicants and file with the Securities and Exchange Commission, if permitted
      or
      required by applicable law, together with a copy of the material to be mailed,
      a
      written statement to the effect that, in the opinion of the Trustee, such
      mailing would be contrary to the best interests of the holders of all
      Debentures, as the case may be, or would be in violation of applicable law.
      Such
      written statement shall specify the basis of such opinion. If said Commission,
      as permitted or required by applicable law, after opportunity for a hearing
      upon
      the objections specified in the written statement so filed, shall enter an
      order
      refusing to sustain any of such objections or if, after the entry of an order
      sustaining one or more of such objections, said Commission shall find, after
      notice and opportunity for hearing, that all the objections so sustained have
      been met and shall enter an order so declaring, the Trustee shall mail copies
      of
      such material to all such Securityholders with reasonable promptness after
      the
      entry of such order and the renewal of such tender; otherwise the Trustee shall
      be relieved of any obligation or duty to such applicants respecting their
      application.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    (c)  Each
      and every holder of Debentures, by receiving and holding the same, agrees with
      the Company and the Trustee that neither the Company nor the Trustee nor any
      paying agent shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the holders of Debentures in
      accordance with the provisions of subsection (b) of this Section 4.2,
      regardless of the source from which such information was derived, and that
      the
      Trustee shall not be held accountable by reason of mailing any material pursuant
      to a request made under said subsection (b).

     

    ARTICLE
      V.  

     

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS

     

    UPON
      AN EVENT OF DEFAULT

     

    Section
      5.1.  Events
      of Default.  

     

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

     

    (a)  the
      Company defaults in the payment of any interest upon any Debenture, including
      any Additional Interest in respect thereof, following the nonpayment of any
      such
      interest for twenty or more consecutive Distribution Periods, provided,
      however,
      that the nonpayment of interest during any Extension Period commenced and
      continuing in accordance with this Indenture shall never constitute an Event
      of
      Default; or

     

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

     

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

     

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

     

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

     

    (f)  the
      Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up
      its business or otherwise terminated its existence except in connection with
      (i) the distribution of the Debentures to holders of such Trust Securities
      in liquidation of their interests in the Trust, (ii) the 

     

    
      
         

      

      
        22

        
          

        

      

      
         
redemption
        of all of the outstanding Trust Securities or (iii) certain mergers,
        consolidations or amalgamations, each as permitted by the
        Declaration.

    

     

    If
      an Acceleration Event of Default occurs and is continuing with respect to the
      Debentures, then, and in each and every such case, unless the principal of
      the
      Debentures shall have already become due and payable, either the Trustee or
      the
      holders of not less than 25% in aggregate principal amount of the Debentures
      then outstanding hereunder, by notice in writing to the Company (and to the
      Trustee if given by Securityholders), may declare the entire principal of the
      Debentures and the interest accrued thereon, if any, to be due and payable
      immediately, and upon any such declaration the same shall become immediately
      due
      and payable. If an Event of Default under Section 5.1(b) or (c) occurs and
      is continuing with respect to the Debentures, then, and in each and every such
      case, unless the principal of the Debentures shall have already become due
      and
      payable, either the Trustee or the holders of not less than 25% in aggregate
      principal amount of the Debentures then outstanding hereunder (subject to the
      provisions of Section 5.4), by notice in writing to the Company (and to the
      Trustee if given by Securityholders), may proceed to remedy the default or
      breach thereunder by such appropriate judicial proceedings as the Trustee or
      such holders shall deem most effectual to remedy the defaulted covenant or
      enforce the provisions of this Indenture so breached, either by suit in equity
      or by action at law, for damages or otherwise.

     

    The
      foregoing provisions, however, are subject to the condition that if, at any
      time
      after the principal of the Debentures shall have been so declared due and
      payable, and before any judgment or decree for the payment of the moneys due
      shall have been obtained or entered as hereinafter provided, (i) the
      Company shall pay or shall deposit with the Trustee a sum sufficient to pay
      all
      matured installments of interest upon all the Debentures and the principal
      of
      and premium, if any, on the Debentures which shall have become due otherwise
      than by acceleration (with interest upon such principal and premium, if any,
      and
      Additional Interest) and such amount as shall be sufficient to cover reasonable
      compensation to the Trustee and each predecessor Trustee, their respective
      agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
      to Section 6.6, if any, and (ii) all Events of Default under this
      Indenture, other than the non-payment of the principal of or premium, if any,
      on
      Debentures which shall have become due by acceleration, shall have been cured,
      waived or otherwise remedied as provided herein -- then and in every such
      case the holders of a majority in aggregate principal amount of the Debentures
      then outstanding, by written notice to the Company and to the Trustee, may
      waive
      all defaults and rescind and annul such declaration and its consequences, but
      no
      such waiver or rescission and annulment shall extend to or shall affect any
      subsequent default or shall impair any right consequent thereon.

     

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

     

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

     

    The
      Company covenants that upon the occurrence of an Event of Default pursuant
      to
      Section 5.1(a) or (b) then, upon demand of the Trustee, the Company will
      pay to the Trustee, for the benefit of the holders of the Debentures the whole
      amount that then shall have become due and payable on all Debentures for
      principal and premium, if any, or interest, or both, as the case may be, with
      Additional Interest accrued on the Debentures (to the extent that payment of
      such interest is enforceable under applicable law and, if the Debentures are
      held by the Trust or a trustee of such Trust, without duplication of any other
      amounts paid by the Trust or a trustee in respect thereof); and, in addition
      thereto, such further amount as shall be sufficient to cover the 

     

    
      
         

      

      
        23

        
          

        

      

      
         
costs
        and expenses of collection, including a reasonable compensation to the Trustee,
        its agents, attorneys and counsel, and any other amounts due to the Trustee
        under Section 6.6. In case the Company shall fail forthwith to pay such
        amounts upon such demand, the Trustee, in its own name and as trustee of
        an
        express trust, shall be entitled and empowered to institute any actions or
        proceedings at law or in equity for the collection of the sums so due and
        unpaid, and may prosecute any such action or proceeding to judgment or final
        decree, and may enforce any such judgment or final decree against the Company
        or
        any other obligor on such Debentures and collect in the manner provided by
        law
        out of the property of the Company or any other obligor on such Debentures
        wherever situated the moneys adjudged or decreed to be
        payable.

    

     

    In
      case there shall be pending proceedings for the bankruptcy or for the
      reorganization of the Company or any other obligor on the Debentures under
      Bankruptcy Law, or in case a receiver or trustee shall have been appointed
      for
      the property of the Company or such other obligor, or in the case of any other
      similar judicial proceedings relative to the Company or other obligor upon
      the
      Debentures, or to the creditors or property of the Company or such other
      obligor, the Trustee, irrespective of whether the principal of the Debentures
      shall then be due and payable as therein expressed or by declaration of
      acceleration or otherwise and irrespective of whether the Trustee shall have
      made any demand pursuant to the provisions of this Section 5.2, shall be
      entitled and empowered, by intervention in such proceedings or
      otherwise,

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              in
                case of any judicial proceedings, to file such proofs of claim and
                other
                papers or documents as may be necessary or advisable in order to
                have the
                claims of the Trustee (including any claim for reasonable compensation
                to
                the Trustee and each predecessor Trustee, and their respective agents,
                attorneys and counsel, and for reimbursement of all other amounts
                due to
                the Trustee under Section 6.6), and of the Securityholders allowed in
                such judicial proceedings relative to the Company or any other obligor
                on
                the Debentures, or to the creditors or property of the Company or
                such
                other obligor, unless prohibited by applicable law and regulations,
                to
                vote on behalf of the holders of the Debentures in any election of
                a
                trustee or a standby trustee in arrangement, reorganization, liquidation
                or other bankruptcy or insolvency proceedings or Person performing
                similar
                functions in comparable proceedings,


            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    Any
      receiver, assignee or trustee in bankruptcy or reorganization is hereby
      authorized by each of the Securityholders to make such payments to the Trustee,
      and, in the event that the Trustee shall consent to the making of such payments
      directly to the Securityholders, to pay to the Trustee such amounts as shall
      be
      sufficient to cover reasonable compensation to the Trustee, each predecessor
      Trustee and their respective agents, attorneys and counsel, and all other
      amounts due to the Trustee under Section 6.6.

     

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

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

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

     

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

     

    Section
      5.3.  Application
      of Moneys Collected by Trustee.  

     

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

     

    First:
      To the payment of costs and expenses incurred by, and reasonable fees of, the
      Trustee, its agents, attorneys and counsel, and of all other amounts due to
      the
      Trustee under Section 6.6;

     

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

     

    Third:
      To the payment of the amounts then due and unpaid upon Debentures for principal
      (and premium, if any), and interest on the Debentures, in respect of which
      or
      for the benefit of which money has been collected, ratably, without preference
      or priority of any kind, according to the amounts due on such Debentures
      (including Additional Interest); and

     

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

     

    Section
      5.4.  Proceedings
      by Securityholders.  

     

    No
      holder of any Debenture shall have any right to institute any suit, action
      or
      proceeding for any remedy hereunder, unless such holder previously shall have
      given to the Trustee written notice of an Event of Default with respect to
      the
      Debentures and unless the holders of not less than 25% in aggregate principal
      amount of the Debentures then outstanding shall have given the Trustee a written
      request to institute such action, suit or proceeding and shall have offered
      to
      the Trustee such reasonable indemnity as it may require against the costs,
      expenses and liabilities to be incurred thereby, and the Trustee for
      60 days after its receipt of such notice, request and offer of indemnity
      shall have failed to institute any such action, suit or proceeding.

     

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

     

    
      
         

      

      
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    Section
      5.5.  Proceedings
      by Trustee.  

     

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

     

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

     

    Except
      as otherwise provided in Section 2.6, all powers and remedies given by this
      Article V to the Trustee or to the Securityholders shall, to the extent
      permitted by law, be deemed cumulative and not exclusive of any other powers
      and
      remedies available to the Trustee or the holders of the Debentures, by judicial
      proceedings or otherwise, to enforce the performance or observance of the
      covenants and agreements contained in this Indenture or otherwise established
      with respect to the Debentures, and no delay or omission of the Trustee or
      of
      any holder of any of the Debentures to exercise any right, remedy or power
      accruing upon any Event of Default occurring and continuing as aforesaid shall
      impair any such right, remedy or power, or shall be construed to be a waiver
      of
      any such default or an acquiescence therein; and, subject to the provisions
      of
      Section 5.4, every power and remedy given by this Article V or by law
      to the Trustee or to the Securityholders may be exercised from time to time,
      and
      as often as shall be deemed expedient, by the Trustee (in accordance with its
      duties under Section 6.1) or by the Securityholders.

     

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

     

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


     

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

     

    
      
         

      

      
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    Section
      5.8.  Notice
      of Defaults.  

     

    The
      Trustee shall, within 90 days after the actual knowledge by a Responsible
      Officer of the Trustee of the occurrence of a default with respect to the
      Debentures, mail to all Securityholders, as the names and addresses of such
      holders appear upon the Debenture Register, notice of all defaults with respect
      to the Debentures known to the Trustee, unless such defaults shall have been
      cured before the giving of such notice (the term “defaults” for the purpose of
      this Section 5.8 being hereby defined to be the events specified in
      clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including
      periods of grace, if any, provided for therein); provided,
      however,
      that, except in the case of default in the payment of the principal of, premium,
      if any, or interest on any of the Debentures, the Trustee shall be protected
      in
      withholding such notice if and so long as a Responsible Officer of the Trustee
      in good faith determines that the withholding of such notice is in the interests
      of the Securityholders.

     

    Section
      5.9.  Undertaking
      to Pay Costs.  

     

    All
      parties to this Indenture agree, and each holder of any Debenture by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant;
      provided,
      however,
      that the provisions of this Section 5.9 shall not apply to any suit
      instituted by the Trustee, to any suit instituted by any Securityholder, or
      group of Securityholders, holding in the aggregate more than 10% in principal
      amount of the Debentures outstanding, or to any suit instituted by any
      Securityholder for the enforcement of the payment of the principal of (or
      premium, if any) or interest on any Debenture against the Company on or after
      the same shall have become due and payable.

     

    ARTICLE
      VI.  

     

    CONCERNING
      THE TRUSTEE

     

    Section
      6.1.  Duties
      and Responsibilities of Trustee.  

     

    With
      respect to the holders of Debentures issued hereunder, the Trustee, prior to
      the
      occurrence of an Event of Default with respect to the Debentures and after
      the
      curing or waiving of all Events of Default which may have occurred, with respect
      to the Debentures, undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture, and no implied covenants shall be
      read
      into this Indenture against the Trustee. In case an Event of Default with
      respect to the Debentures has occurred (which has not been cured or waived),
      the
      Trustee shall exercise such of the rights and powers vested in it by this
      Indenture, and use the same degree of care and skill in their exercise, as
      a
      prudent man would exercise or use under the circumstances in the conduct of
      his
      own affairs.

     

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

     

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

     

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

     

    (2)  in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions 

     

    
      
         

      

      
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expressed
        therein, upon any certificates or opinions furnished to the Trustee and
        conforming to the requirements of this Indenture; but, in the case of any
        such
        certificates or opinions which by any provision hereof are specifically required
        to be furnished to the Trustee, the Trustee shall be under a duty to examine
        the
        same to determine whether or not they conform to the requirements of this
        Indenture;

    

     

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

     

    (c)  the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith, in accordance with the direction of the
      Securityholders pursuant to Section 5.7, relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee,
      or
      exercising any trust or power conferred upon the Trustee, under this
      Indenture.

     

    None
      of the provisions contained in this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur personal financial liability
      in
      the performance of any of its duties or in the exercise of any of its rights
      or
      powers, if there is ground for believing that the repayment of such funds or
      liability is not assured to it under the terms of this Indenture or indemnity
      satisfactory to the Trustee against such risk is not reasonably assured to
      it.

     

    Section
      6.2.  Reliance
      on Documents, Opinions, etc.  

     

    Except
      as otherwise provided in Section 6.1:

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

    (h)  with
      the exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall
      not
      be charged with knowledge of any Default or Event of Default with respect to
      the
      Debentures unless a written notice of such Default or Event of Default shall
      have been given to the Trustee by the Company or any other obligor on the
      Debentures or by any holder of the Debentures.

     

    Section
      6.3.  No
      Responsibility for Recitals, etc.  

     

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

     

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

     

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

     

    Section
      6.5.  Moneys
      to be Held in Trust.  

     

    Subject
      to the provisions of Section 12.4, all moneys received by the Trustee or
      any paying agent shall, until used or applied as herein provided, be held in
      trust for the purpose for which they were received, but need not be segregated
      from other funds except to the extent required by law. The Trustee and any
      paying agent shall be under no liability for interest on any money received
      by
      it hereunder except as otherwise agreed in writing with the Company. So long
      as
      no Event of Default shall have occurred and be continuing, all interest allowed
      on any such moneys shall be paid from time to time upon the written order of
      the
      Company, signed by the Chairman of the Board of Directors, the Chief Executive
      Officer, the President, a Managing Director, a Vice President, the Treasurer
      or
      an Assistant Treasurer of the Company.

     

    Section
      6.6.  Compensation
      and Expenses of Trustee.  

     

    The
      Company covenants and agrees to pay or reimburse the Trustee upon its request
      for all reasonable expenses, disbursements and advances incurred or made by
      the
      Trustee in accordance with any of the provisions of this Indenture (including
      the reasonable compensation and the expenses and disbursements of its counsel
      and of all Persons not regularly in its employ) except any such expense,
      disbursement or advance as may arise from its negligence or willful misconduct.
      For purposes of clarification, this Section 6.6 does not contemplate the
      payment by the Company of acceptance or annual administration fees owing to
      the
      Trustee pursuant to 

     

    
      
         

      

      
        29

        
          

        

      

      
         
the
        services to be provided by the Trustee under this Indenture or the fees and
        expenses of the Trustee’s counsel in connection with the closing of the
        transactions contemplated by this Indenture. The Company also covenants to
        indemnify each of the Trustee or any predecessor Trustee (and its officers,
        agents, directors and employees) for, and to hold it harmless against, any
        and
        all loss, damage, claim, liability or expense including taxes (other than
        taxes
        based on the income of the Trustee) incurred without negligence or willful
        misconduct on the part of the Trustee and arising out of or in connection
        with
        the acceptance or administration of this trust, including the costs and expenses
        of defending itself against any claim of liability. The obligations of the
        Company under this Section 6.6 to compensate and indemnify the Trustee and
        to pay or reimburse the Trustee for expenses, disbursements and advances
        shall
        constitute additional indebtedness hereunder. Such additional indebtedness
        shall
        be secured by a lien prior to that of the Debentures upon all property and
        funds
        held or collected by the Trustee as such, except funds held in trust for
        the
        benefit of the holders of particular Debentures.

    

     

    Without
      prejudice to any other rights available to the Trustee under applicable law,
      when the Trustee incurs expenses or renders services in connection with an
      Event
      of Default specified in Section 5.1(d), (e) or (f), the expenses (including
      the reasonable charges and expenses of its counsel) and the compensation for
      the
      services are intended to constitute expenses of administration under any
      applicable federal or state bankruptcy, insolvency or other similar
      law.

     

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

     

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

     

    Section
      6.7.  Officers’
      Certificate as Evidence.  

     

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

     

    Section
      6.8.  Eligibility
      of Trustee.  

     

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

     

    The
      Company may not, nor may any Person directly or indirectly controlling,
      controlled by, or under common control with the Company, serve as
      Trustee.

     

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

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

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

     

    Section
      6.9.  Resignation
      or Removal of Trustee

     

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

     

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

     

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

     

    (2)  the
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 6.8 and shall fail to resign after written request therefor by the
      Company or by any such Securityholder, or

     

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

     

    then,
      in any such case, the Company may remove the Trustee and appoint a successor
      Trustee by written instrument, in duplicate, executed by order of the Board
      of
      Directors, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor Trustee, or, subject to the provisions
      of
      Section 5.9, any Securityholder who has been a bona fide holder of a
      Debenture or Debentures for at least 6 months may, on behalf of himself and
      all others similarly situated, petition any court of competent jurisdiction
      for
      the removal of the Trustee and the appointment of a successor Trustee. Such
      court may thereupon, after such notice, if any, as it may deem proper and
      prescribe, remove the Trustee and appoint successor Trustee.

     

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

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

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

     

    Section
      6.10.  Acceptance
      by Successor Trustee.  

     

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

     

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

     

    No
      successor Trustee shall accept appointment as provided in this Section unless
      at
      the time of such acceptance such successor Trustee shall be eligible under
      the
      provisions of Section 6.8.

     

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

     

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

     

    Section
      6.11.  Succession
      by Merger, etc.  

     

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

     

    In
      case at the time such successor to the Trustee shall succeed to the trusts
      created by this Indenture any of the Debentures shall have been authenticated
      but not delivered, any such successor to the Trustee may adopt the certificate
      of authentication of any predecessor Trustee, and deliver such 

     

    
      
         

      

      
        32

        
          

        

      

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

    

     

    Section
      6.12.  Authenticating
      Agents.  

     

    There
      may be one or more Authenticating Agents appointed by the Trustee upon the
      request of the Company with power to act on its behalf and subject to its
      direction in the authentication and delivery of Debentures issued upon exchange
      or registration of transfer thereof as fully to all intents and purposes as
      though any such Authenticating Agent had been expressly authorized to
      authenticate and deliver Debentures; provided,
      however,
      that the Trustee shall have no liability to the Company for any acts or
      omissions of the Authenticating Agent with respect to the authentication and
      delivery of Debentures. Any such Authenticating Agent shall at all times be
      a
      corporation organized and doing business under the laws of the United States
      or
      of any state or territory thereof or of the District of Columbia authorized
      under such laws to act as Authenticating Agent, having a combined capital and
      surplus of at least $50,000,000.00 and being subject to supervision or
      examination by federal, state, territorial or District of Columbia authority.
      If
      such corporation publishes reports of condition at least annually pursuant
      to
      law or the requirements of such authority, then for the purposes of this
      Section 6.12 the combined capital and surplus of such corporation shall be
      deemed to be its combined capital and surplus as set forth in its most recent
      report of condition so published. If at any time an Authenticating Agent shall
      cease to be eligible in accordance with the provisions of this Section, it
      shall
      resign immediately in the manner and with the effect herein specified in this
      Section.

     

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

     

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

     

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

     

    
      
         

      

      
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    ARTICLE
      VII.  

     

    CONCERNING
      THE SECURITYHOLDERS

     

    Section
      7.1.  Action
      by Securityholders.  

     

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

     

    If
      the Company shall solicit from the Securityholders any request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debentures for the
      determination of Securityholders entitled to give such request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, but the Company shall have no obligation to do so. If such a record
      date is fixed, such request, demand, authorization, direction, notice, consent,
      waiver or other action or revocation of the same may be given before or after
      the record date, but only the Securityholders of record at the close of business
      on the record date shall be deemed to be Securityholders for the purposes of
      determining whether Securityholders of the requisite proportion of outstanding
      Debentures have authorized or agreed or consented to such request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, and for that purpose the outstanding Debentures shall be computed
      as of the record date; provided,
      however,
      that no such authorization, agreement or consent by such Securityholders on
      the
      record date shall be deemed effective unless it shall become effective pursuant
      to the provisions of this Indenture not later than 6 months after the record
      date.

     

    Section
      7.2.  Proof
      of Execution by Securityholders.  

     

    Subject
      to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
      any instrument by a Securityholder or his agent or proxy shall be sufficient
      if
      made in accordance with such reasonable rules and regulations as may be
      prescribed by the Trustee or in such manner as shall be satisfactory to the
      Trustee. The ownership of Debentures shall be proved by the Debenture Register
      or by a certificate of the Debenture registrar. The Trustee may require such
      additional proof of any matter referred to in this Section as it shall deem
      necessary.

     

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

     

    Section
      7.3.  Who
      Are Deemed Absolute Owners.  

     

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

     

    
      
         

      

      
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    Section
      7.4.  Debentures
      Owned by Company Deemed Not Outstanding.  

     

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

     

    Section
      7.5.  Revocation
      of Consents; Future Holders Bound.  

     

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

     

    ARTICLE
      VIII.  

     

    SECURITYHOLDERS’
      MEETINGS

     

    Section
      8.1.  Purposes
      of Meetings.  

     

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

     

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

     

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

     

    (c)  to
      consent to the execution of an indenture or indentures supplemental hereto
      pursuant to the provisions of Section 9.2; or

     

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

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    Section
      8.2.  Call
      of Meetings by Trustee.  

     

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

     

    Section
      8.3.  Call
      of Meetings by Company or Securityholders.  

     

    In
      case at any time the Company pursuant to a Board Resolution, or the holders
      of
      at least 10% in aggregate principal amount of the Debentures, as the case may
      be, then outstanding, shall have requested the Trustee to call a meeting of
      Securityholders, by written request setting forth in reasonable detail the
      action proposed to be taken at the meeting, and the Trustee shall not have
      mailed the notice of such meeting within 20 days after receipt of such
      request, then the Company or such Securityholders may determine the time and
      the
      place for such meeting and may call such meeting to take any action authorized
      in Section 8.1, by mailing notice thereof as provided in
      Section 8.2.

     

    Section
      8.4.  Qualifications
      for Voting.  

     

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

     

    Section
      8.5.  Regulations.  

     

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

     

    The
      Trustee shall, by an instrument in writing, appoint a temporary chairman of
      the
      meeting, unless the meeting shall have been called by the Company or by
      Securityholders as provided in Section 8.3, in which case the Company or
      the Securityholders calling the meeting, as the case may be, shall in like
      manner appoint a temporary chairman. A permanent chairman and a permanent
      secretary of the meeting shall be elected by majority vote of the
      meeting.

     

    Subject
      to the provisions of Section 7.4, at any meeting each holder of Debentures
      with respect to which such meeting is being held or proxy therefor shall be
      entitled to one vote for each $1,000.00 principal amount of Debentures held
      or
      represented by him; provided,
      however,
      that no vote shall be cast or counted at any meeting in respect of any Debenture
      challenged as not outstanding and ruled by the chairman of the meeting to be
      not
      outstanding. The chairman of the meeting shall have no right to vote other
      than
      by virtue of Debentures held by him or instruments in writing as aforesaid
      duly
      designating him as the Person to vote on behalf of other Securityholders. Any
      meeting of Securityholders duly called pursuant to the provisions of
      Section 8.2 or 8.3 may be adjourned from time to time by a majority of
      those present, whether or not constituting a quorum, and the meeting may be
      held
      as so adjourned without further notice.

     

    Section
      8.6.  Voting.  

     

    The
      vote upon any resolution submitted to any meeting of holders of Debentures
      with
      respect to which such meeting is being held shall be by written ballots on
      which
      shall be subscribed the signatures of such holders or of their representatives
      by proxy and the serial number or numbers of the Debentures held or represented
      by them. The permanent chairman of the meeting shall 

     

    
      
         

      

      
        36

        
          

        

      

      
         
appoint
        two inspectors of votes who shall count all votes cast at the meeting for
        or
        against any resolution and who shall make and file with the secretary of
        the
        meeting their verified written reports in triplicate of all votes cast at
        the
        meeting. A record in duplicate of the proceedings of each meeting of
        Securityholders shall be prepared by the secretary of the meeting and there
        shall be attached to said record the original reports of the inspectors of
        votes
        on any vote by ballot taken thereat and affidavits by one or more Persons
        having
        knowledge of the facts setting forth a copy of the notice of the meeting
        and
        showing that said notice was mailed as provided in Section 8.2. The record
        shall show the serial numbers of the Debentures voting in favor of or against
        any resolution. The record shall be signed and verified by the affidavits
        of the
        permanent chairman and secretary of the meeting and one of the duplicates
        shall
        be delivered to the Company and the other to the Trustee to be preserved
        by the
        Trustee, the latter to have attached thereto the ballots voted at the
        meeting.

    

     

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

     

    Section
      8.7.  Quorum;
      Actions.  

     

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

     

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

     

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

     

    ARTICLE
      IX.  

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.1.  Supplemental
      Indentures without Consent of Securityholders.  

     

    The
      Company, when authorized by a Board Resolution, and the Trustee may from time
      to
      time and at any time 

     

    
      
         

      

      
        37

        
          

        

      

      
         
enter
        into an indenture or indentures supplemental hereto, without the consent
        of the
        Securityholders, for one or more of the following purposes:

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

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

     

    Section
      9.2.  Supplemental
      Indentures with Consent of Securityholders.  

     

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

     

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

     

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

     

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

     

    Section
      9.3.  Effect
      of Supplemental Indentures.  

     

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

     

    
      
         

      

      
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    Section
      9.4.  Notation
      on Debentures.  

     

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

     

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

     

    The
      Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in
      addition to the documents required by Section 14.6, receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any
      supplemental indenture executed pursuant hereto complies with the requirements
      of this Article IX. The Trustee shall receive an Opinion of Counsel as
      conclusive evidence that any supplemental indenture executed pursuant to this
      Article IX is authorized or permitted by, and conforms to, the terms of
      this Article IX and that it is proper for the Trustee under the provisions
      of this Article IX to join in the execution thereof.

     

    ARTICLE
      X.  

     

    REDEMPTION
      OF SECURITIES

     

    Section
      10.1.  Optional
      Redemption.  

     

    The
      Company shall have the right (subject to the receipt by the Company of prior
      approval (i) if the Company is a bank holding company, from the Federal
      Reserve, if then required under applicable capital guidelines or policies of
      the
      Federal Reserve or (ii) if the Company is a savings and loan holding
      company, from the OTS, if then required under applicable capital guidelines
      or
      policies of the OTS) to redeem the Debentures, in whole or in part, but in
      all
      cases in a principal amount with integral multiples of $1,000.00, on any
      Interest Payment Date on or after the Interest Payment Date in March 2011 (the
      “Redemption
      Date”),
      at the Redemption Price.

     

    Section
      10.2.  Special
      Event Redemption.  

     

    If
      a Special Event shall occur and be continuing, the Company shall have the right
      (subject to the receipt by the Company of prior approval (i) if the Company
      is a bank holding company, from the Federal Reserve, if then required under
      applicable capital guidelines or policies of the Federal Reserve or (ii) if
      the Company is a savings and loan holding company, from the OTS, if then
      required under applicable capital guidelines or policies of the OTS) to redeem
      the Debentures in whole, but not in part, at any Interest Payment Date, within
      120 days following the occurrence of such Special Event (the “Special
      Redemption Date”)
      at the Special Redemption Price. If the Special Event redemption occurs prior
      to
      the Interest Payment Date in March 2011, the Company shall appoint a Quotation
      Agent, which shall be a designee of the Institutional Trustee, for the purpose
      of performing the services contemplated in, or by reference in, the definition
      of Special Redemption Price. Any error in the calculation of the Special
      Redemption Price by the Quotation Agent or the Trustee may be corrected at
      any
      time by notice delivered to the Company and the holders of the Debentures.
      Subject to the corrective rights set forth above, all certificates,
      communications, opinions, determinations, calculations, quotations and decisions
      given, expressed, made or obtained for the purposes of the provisions relating
      to the payment and calculation of the Special Redemption Price on the Debentures
      by the Trustee or the Quotation Agent, as the case may be, shall (in the absence
      of willful default, bad faith or manifest error) be final, conclusive and
      binding on the holders of the Debentures and the Company, and no liability
      shall
      attach (except as provided above) to the Trustee or the Quotation Agent in
      connection with the exercise or non-exercise by any of them of their respective
      powers, duties and discretion.

     

    Section
      10.3.  Notice
      of Redemption; Selection of Debentures.  

     

    In
      case the Company shall desire to exercise the right to redeem all, or, as the
      case may be, any part of the Debentures, it shall cause 

     

    
      
         

      

      
        40

        
          

        

      

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

    

     

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

     

    Prior
      to 10:00 a.m. New York City time on the Redemption Date or Special Redemption
      Date, as applicable, the Company will deposit with the Trustee or with one
      or
      more paying agents an amount of money sufficient to redeem on the Redemption
      Date or the Special Redemption Date, as applicable, all the Debentures so called
      for redemption at the appropriate Redemption Price or Special Redemption
      Price.

     

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

     

    Section
      10.4.  Payment
      of Debentures Called for Redemption.  

     

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

     

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

     

    ARTICLE
      XI.  

     

    CONSOLIDATION,
      MERGER, SALE, CONVEYANCE AND LEASE

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

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

     

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

     

    Section
      11.2.  Successor
      Entity to be Substituted.  

     

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

     

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

     

    The
      Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive,
      in addition to the Opinion of Counsel required by Section 9.5, an Opinion
      of Counsel as conclusive evidence that any consolidation, merger, sale,
      conveyance, transfer or other disposition, and any assumption, permitted or
      required by the terms of this Article XI complies with the provisions of
      this Article XI.

     

    ARTICLE
      XII.  

     

    SATISFACTION
      AND DISCHARGE OF INDENTURE

     

    Section
      12.1.  Discharge
      of Indenture.  

     

    When

     

    
      	 	
              (a)

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

            


    

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              all
                the Debentures not theretofore canceled or delivered to the Trustee
                for
                cancellation shall have become due and payable, or are by their terms
                to
                become due and payable within 1 year or are to be called for redemption
                within 1 year under arrangements satisfactory to the Trustee for
                the
                giving of notice of redemption, and the Company shall deposit with
                the
                Trustee, in trust, funds, which shall be immediately due and payable,
                sufficient to pay at maturity or upon redemption all of the Debentures
                (other than any Debentures which shall have been destroyed, lost
                or stolen
                and which shall have been replaced or paid as provided in
                Section 2.6) not theretofore canceled or delivered to the Trustee for
                cancellation, including principal and premium, if any, and interest
                due or
                to become due to such date of maturity or redemption date, as the
                case may
                be, but excluding, however, the amount of any moneys for the payment
                of
                principal of, and premium, if any, or interest on the Debentures
                (1) theretofore repaid to the Company in accordance with the
                provisions of Section 12.4, or (2) paid to any state or to the
                District of Columbia pursuant to its unclaimed property or similar
                laws,

            


    

     

    and
      if in the case of either clause (a) or clause (b) the Company shall
      also pay or cause to be paid all other sums payable hereunder by the Company,
      then this Indenture shall cease to be of further effect except for the
      provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4
      hereof shall survive until such Debentures shall mature and be paid. Thereafter,
      Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the
      Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each
      stating that all conditions precedent herein provided for relating to the
      satisfaction and discharge of this Indenture have been complied with, and at
      the
      cost and expense of the Company, shall execute proper instruments acknowledging
      satisfaction of and discharging this Indenture. The Company agrees to reimburse
      the Trustee for any costs or expenses thereafter reasonably and properly
      incurred by the Trustee in connection with this Indenture or the
      Debentures.

     

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

     

    Subject
      to the provisions of Section 12.4, all moneys deposited with the Trustee
      pursuant to Section 12.1 shall be held in trust in a non-interest bearing
      account and applied by it to the payment, either directly or through any paying
      agent (including the Company if acting as its own paying agent), to the holders
      of the particular Debentures for the payment of which such moneys have been
      deposited with the Trustee, of all sums due and to become due thereon for
      principal, and premium, if any, and interest.

     

    Section
      12.3.  Paying
      Agent to Repay Moneys Held.  

     

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

     

    Section
      12.4.  Return
      of Unclaimed Moneys.  

     

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

     

    
      
         

      

      
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    ARTICLE
      XIII.  

     

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS,

     

    OFFICERS
      AND DIRECTORS

     

    Section
      13.1.  Indenture
      and Debentures Solely Corporate Obligations.  

     

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

     

    ARTICLE
      XIV.  

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      14.1.  Successors.  

     

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

     

    Section
      14.2.  Official
      Acts by Successor Entity.  

     

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

     

    Section
      14.3.  Surrender
      of Company Powers.  

     

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

     

    Section
      14.4.  Addresses
      for Notices, etc.  

     

    Any
      notice, consent, direction, request, authorization, waiver or demand which
      by
      any provision of this Indenture is required or permitted to be given, made,
      furnished or served by the Trustee or by the Securityholders on or to the
      Company may be given or served in writing by being deposited postage prepaid
      by
      registered or certified mail in a post office letter box addressed (until
      another address is filed by the Company, with the Trustee for the purpose)
      to
      the Company, 750 East Park Drive, Second Floor, Harrisburg, Pennsylvania 17111,
      Attention: V. Anthony Viozzi. Any notice, consent, direction, request,
      authorization, waiver or demand by any Securityholder or the Company to or
      upon
      the Trustee shall be deemed to have been sufficiently given or made, for all
      purposes, if given or made in writing at the office of the Trustee, addressed
      to
      the Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
      19890-1600, Attention: Corporate Trust Administration. Any notice, consent,
      direction, request, authorization, waiver or demand on or to any Securityholder
      shall be deemed to have been sufficiently given or made, for all purposes,
      if
      given or made in writing at the address set forth in the Debenture
      Register.

     

    Section
      14.5.  Governing
      Law.  

     

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

     

    
      
         

      

      
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    Section
      14.6.  Evidence
      of Compliance with Conditions Precedent.  

     

    Upon
      any application or demand by the Company to the Trustee to take any action
      under
      any of the provisions of this Indenture, the Company shall furnish to the
      Trustee an Officers’ Certificate stating that in the opinion of the signers all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and an Opinion of Counsel stating that,
      in the opinion of such counsel, all such conditions precedent have been complied
      with.

     

    Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture shall include (1) a statement that the person making such
      certificate or opinion has read such covenant or condition; (2) a brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based; (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and (4) a statement as to whether or not in the opinion of
      such person, such condition or covenant has been complied with.

     

    Section
      14.7.  Table
      of Contents, Headings, etc.  

     

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

     

    Section
      14.8.  Execution
      in Counterparts.  

     

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

     

    Section
      14.9.  Separability.  

     

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

     

    Section
      14.10.  Assignment.  

     

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

     

    Section
      14.11.  Acknowledgment
      of Rights.  

     

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

     

    
      
         

      

      
        45

        
          

        

      

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

    

     

    ARTICLE
      XV.  

     

    SUBORDINATION
      OF DEBENTURES

     

    Section
      15.1.  Agreement
      to Subordinate.  

     

    The
      Company covenants and agrees, and each holder of Debentures by such
      Securityholder’s acceptance thereof likewise covenants and agrees, that all
      Debentures shall be issued subject to the provisions of this Article XV;
      and each holder of a Debenture, whether upon original issue or upon transfer
      or
      assignment thereof, accepts and agrees to be bound by such
      provisions.

     

    The
      payment by the Company of the principal of, and premium, if any, and interest
      on
      all Debentures shall, to the extent and in the manner hereinafter set forth,
      be
      subordinated and junior with regard to both liquidation and right of payment
      to
      the prior payment in full of all Senior Indebtedness of the Company, whether
      outstanding at the date of this Indenture or thereafter incurred; provided,
      however,
      that the Debentures shall rank pari
      passu
      in right of payment with (i) the Company’s Junior Subordinated Debentures
      due 2032 issued pursuant to an Indenture dated as of December 19, 2002 by
      and between the Company and Wilmington Trust Company, (ii) the Company’s
      Junior Subordinated Debentures due 2033 issued pursuant to an Indenture dated
      as
      of December 16, 2003 by and between the Company and U.S. Bank National
      Association and (iii) the Company’s Junior Subordinated Deferrable Interest
      Debentures due 2036 issued pursuant to an Indenture dated as of January 31,
      2006 by and between the Company and Wilmington Trust Company (that are being
      issued simultaneously with the Debentures being issued under this
      Indenture).

     

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

     

    Section
      15.2.  Default
      on Senior Indebtedness.  

     

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

     

    In
      the event that, notwithstanding the foregoing, any payment shall be received
      by
      the Trustee when such payment is prohibited by the preceding paragraph of this
      Section 15.2, such payment shall, subject to Section 15.7, be held in
      trust for the benefit of, and shall be paid over or delivered to, the holders
      of
      Senior Indebtedness or their respective representatives, or to the trustee
      or
      trustees under any indenture pursuant to which any of such Senior Indebtedness
      may have been issued, as their respective interests may appear, but only to
      the
      extent that the holders of the Senior Indebtedness (or their representative
      or
      representatives or a trustee) notify the Trustee in writing within 90 days
      of such payment of the amounts then due and owing on the Senior Indebtedness
      and
      only the amounts specified in such notice to the Trustee shall be paid to the
      holders of Senior Indebtedness.

     

    Section
      15.3.  Liquidation,
      Dissolution, Bankruptcy.  

     

    Upon
      any payment by the Company or distribution of assets of the Company of any
      kind
      or character, whether in cash, property or securities, to creditors upon any
      dissolution or winding-up or liquidation or reorganization of the Company,
      whether voluntary or involuntary or in bankruptcy, insolvency, receivership
      or
      other proceedings, all amounts due upon all Senior Indebtedness of the Company
      shall first be paid in full, or payment thereof provided for in money in
      accordance with its terms, before any payment is made by the Company, on account
      of the 

     

    
      
         

      

      
        46

        
          

        

      

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

    

     

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

     

    For
      purposes of this Article XV, the words “cash, property or securities” shall
      not be deemed to include shares of stock of the Company as reorganized or
      readjusted, or securities of the Company or any other corporation provided
      for
      by a plan of reorganization or readjustment, the payment of which is
      subordinated at least to the extent provided in this Article XV with
      respect to the Debentures to the payment of all Senior Indebtedness, that may
      at
      the time be outstanding, provided that (i) such Senior Indebtedness is
      assumed by the new corporation, if any, resulting from any such reorganization
      or readjustment, and (ii) the rights of the holders of such Senior
      Indebtedness are not, without the consent of such holders, altered by such
      reorganization or readjustment. The consolidation of the Company with, or the
      merger of the Company into, another corporation or the liquidation or
      dissolution of the Company following the conveyance or transfer of its property
      as an entirety, or substantially as an entirety, to another corporation upon
      the
      terms and conditions provided for in Article XI of this Indenture shall not
      be deemed a dissolution, winding-up, liquidation or reorganization for the
      purposes of this Section if such other corporation shall, as a part of such
      consolidation, merger, conveyance or transfer, comply with the conditions stated
      in Article XI of this Indenture. Nothing in Section 15.2 or in this
      Section shall apply to claims of, or payments to, the Trustee under or pursuant
      to Section 6.6 of this Indenture.

     

    Section
      15.4.  Subrogation.  

     

    Subject
      to the payment in full of all Senior Indebtedness, the Securityholders shall
      be
      subrogated to the rights of the holders of such Senior Indebtedness to receive
      payments or distributions of cash, property or securities of the Company,
      applicable to such Senior Indebtedness until the principal of (and premium,
      if
      any) and interest on the Debentures shall be paid in full. For the purposes
      of
      such subrogation, no payments or distributions to the holders of such Senior
      Indebtedness of any cash, property or securities to which the Securityholders
      or
      the Trustee would be entitled except for the provisions of this Article XV,
      and no payment over pursuant to the provisions of this Article XV to or for
      the benefit of the holders of such Senior Indebtedness by Securityholders or
      the


     

    
      
         

      

      
        47

        
          

        

      

      
         
Trustee,
        shall, as between the Company, its creditors other than holders of Senior
        Indebtedness of the Company, and the holders of the Debentures be deemed
        to be a
        payment or distribution by the Company to or on account of such Senior
        Indebtedness. It is understood that the provisions of this Article XV are
        and are intended solely for the purposes of defining the relative rights
        of the
        holders of the Securities, on the one hand, and the holders of such Senior
        Indebtedness, on the other hand.

    

     

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

     

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

     

    Section
      15.5.  Trustee
      to Effectuate Subordination.  

     

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

     

    Section
      15.6.  Notice
      by the Company.  

     

    The
      Company shall give prompt written notice to a Responsible Officer of the Trustee
      at the Principal Office of the Trustee of any fact known to the Company that
      would prohibit the making of any payment of monies to or by the Trustee in
      respect of the Debentures pursuant to the provisions of this Article XV.
      Notwithstanding the provisions of this Article XV or any other provision of
      this Indenture, the Trustee shall not be charged with knowledge of the existence
      of any facts that would prohibit the making of any payment of monies to or
      by
      the Trustee in respect of the Debentures pursuant to the provisions of this
      Article XV, unless and until a Responsible Officer of the Trustee at the
      Principal Office of the Trustee shall have received written notice thereof
      from
      the Company or a holder or holders of Senior Indebtedness or from any trustee
      therefor; and before the receipt of any such written notice, the Trustee,
      subject to the provisions of Article VI of this Indenture, shall be
      entitled in all respects to assume that no such facts exist; provided,
      however,
      that if the Trustee shall not have received the notice provided for in this
      Section at least 2 Business Days prior to the date upon which by the terms
      hereof any money may become payable for any purpose (including, without
      limitation, the payment of the principal of (or premium, if any) or interest
      on
      any Debenture), then, anything herein contained to the contrary notwithstanding,
      the Trustee shall have full power and authority to receive such money and to
      apply the same to the purposes for which they were received, and shall not
      be
      affected by any notice to the contrary that may be received by it within 2
      Business Days prior to such date.

     

    
      
         

      

      
        48

        
          

        

      

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

    

     

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

     

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

     

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

     

    Nothing
      in this Article XV shall apply to claims of, or payments to, the Trustee
      under or pursuant to Section 6.6.

     

    Section
      15.8.  Subordination
      May Not Be Impaired.  

     

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

     

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

     

    Signatures
      appear on the following page

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    



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

     

    COMMUNITY
      BANKS, INC.

    


    


    By_______________________________________ 

    Name:_________________________________

    Title:__________________________________

    


    


    WILMINGTON
      TRUST COMPANY, as Trustee

    


    


    By_______________________________________ 

    Name:_________________________________

    Title:__________________________________

    


     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    




    EXHIBIT
      A

     

    FORM
      OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
      DEBENTURE

     

    [FORM
      OF FACE OF SECURITY]

     

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

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
      ITS
      ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
      ONLY
      (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
      BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE
      FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,
      (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
      RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
      SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
      MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT
      IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
      AN
      INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
      TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
      OF
      THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      IT IN
      ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
      COMPANY.

     

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

     

    
      
         

      

      
        A-1

        
          

        

      

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

    

     

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

     

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

     

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

     

    Fixed/Floating
      Rate Junior Subordinated Deferrable Interest Debenture

     

    of

     

    Community
      Banks, Inc.

     

    January 31,
      2006

     

    Community
      Banks, Inc., a Pennsylvania corporation (the “Company” which term includes any
      successor Person under the Indenture hereinafter referred to), for value
      received promises to pay to Wilmington Trust Company, not in its individual
      capacity but solely as Institutional Trustee for CMTY Capital Statutory
      Trust III (the “Holder”) or registered assigns, the principal sum of ten
      million three hundred ten thousand dollars ($10,310,000.00) on March 15,
      2036, and to pay interest on said principal sum from January 31, 2006, or
      from the most recent Interest Payment Date (as defined below) to which interest
      has been paid or duly provided for, quarterly (subject to deferral as set forth
      herein) in arrears on March 15, June 15, September 15 and
      December 15 of each year or if such day is not a Business Day, then the
      next succeeding Business Day (each such date, an “Interest Payment Date”) (it
      being understood that interest accrues for any such non-Business Day during
      the
      applicable Distribution Period, beginning on or after March 15, 2011),
      commencing on the Interest Payment Date in March 2006, at an annual rate equal
      to 6.35% beginning on (and including) the date of original issuance and ending
      on (but excluding) the Interest Payment Date in March 2011 and at an annual
      rate
      for each successive period beginning on (and including) the Interest Payment
      Date in March 2011, and each succeeding Interest Payment Date, and ending on
      (but excluding) the next succeeding Interest Payment Date (each a “Distribution
      Period”), equal to 3-Month LIBOR, determined as described below, plus 1.40% (the
“Coupon Rate”), applied to the principal amount hereof, until the principal
      hereof is paid or duly provided for or made available for payment, and on any
      overdue principal and (without duplication and to the extent that payment of
      such 

     

    
      
         

      

      
        A-2

        
          

        

      

      
         
interest
        is enforceable under applicable law) on any overdue installment of interest
        (including Additional Interest) at the Interest Rate in effect for each
        applicable period, compounded quarterly, from the dates such amounts are
        due
        until they are paid or made available for payment. The amount of interest
        payable (i) for any Distribution Period commencing on or after the date of
        original issuance but before the Interest Payment Date in March 2011 will
        be
        computed on the basis of a 360-day year of twelve 30-day months, and
        (ii) for the Distribution Period commencing on the Interest Payment Date in
        March 2011 and each succeeding Distribution Period will be computed on the
        basis
        of the actual number of days in the Distribution Period concerned divided
        by
        360. The interest installment so payable, and punctually paid or duly provided
        for, on any Interest Payment Date will, as provided in the Indenture, be
        paid to
        the Person in whose name this Debenture (or one or more Predecessor Securities)
        is registered at the close of business on the regular record date for such
        interest installment, which shall be fifteen Business Days prior to the day
        on
        which the relevant Interest Payment Date occurs. Any such interest installment
        not so punctually paid or duly provided for shall forthwith cease to be payable
        to the Holder on such regular record date and may be paid to the Person in
        whose
        name this Debenture (or one or more Predecessor Securities) is registered
        at the
        close of business on a special record date.

    

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month U.S. dollar deposits determined by the Trustee in the following
      order of priority: (i) the rate (expressed as a percentage per annum) for U.S.
      dollar deposits having a three-month maturity that appears on Telerate Page
      3750
      as of 11:00 a.m. (London time) on the related Determination Date (“Telerate Page
      3750” means the display designated as “Page 3750” on the Moneyline Telerate
      Service or such other page as may replace Page 3750 on that service or such
      other service or services as may be nominated by the British Bankers’
Association as the information vendor for the purpose of displaying London
      interbank offered rates for U.S. dollar deposits); (ii) if such rate cannot
      be
      identified on the related Determination Date, the Trustee will request the
      principal London offices of four leading banks in the London interbank market
      to
      provide such banks’ offered quotations (expressed as percentages per annum) to
      prime banks in the London interbank market for U.S. dollar deposits having
      a
      three-month maturity as of 11:00 a.m. (London time) on such Determination Date.
      If at least two quotations are provided, 3-Month LIBOR will be the arithmetic
      mean of such quotations; (iii) if fewer than two such quotations are
      provided as requested in clause (ii) above, the Trustee will request four major
      New York City banks to provide such banks’ offered quotations (expressed as
      percentages per annum) to leading European banks for loans in U.S. dollars
      as of
      11:00 a.m. (London time) on such Determination Date. If at least two such
      quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
      quotations; and (iv) if fewer than two such quotations are provided as
      requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR
      determined with respect to the Distribution Period immediately preceding such
      current Distribution Period. If the rate for U.S. dollar deposits having a
      three-month maturity that initially appears on Telerate Page 3750 as of 11:00
      a.m. (London time) on the related Determination Date is superseded on the
      Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
      Determination Date, then the corrected rate as so substituted on the applicable
      page will be the applicable 3-Month LIBOR for such Determination Date. As used
      herein, “Determination Date” means the date that is two London Banking Days
      (i.e., a business day in which dealings in deposits in U.S. dollars are
      transacted in the London interbank market) preceding the commencement of the
      relevant Distribution Period.

     

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

     

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

     

    
      
         

      

      
        A-3

        
          

        

      

      
         
dollar
        amounts used in or resulting from such calculation will be rounded to the
        nearest cent (with one-half cent being rounded upward)).

    

     

    The
      principal of and interest on this Debenture shall be payable at the office
      or
      agency of the Trustee (or other paying agent appointed by the Company)
      maintained for that purpose in any coin or currency of the United States of
      America that at the time of payment is legal tender for payment of public and
      private debts; provided,
      however,
      that payment of interest may be made by check mailed to the registered holder
      at
      such address as shall appear in the Debenture Register if a request for a wire
      transfer by such holder has not been received by the Company or by wire transfer
      to an account appropriately designated by the holder hereof. Notwithstanding
      the
      foregoing, so long as the holder of this Debenture is the Institutional Trustee,
      the payment of the principal of and interest on this Debenture will be made
      in
      immediately available funds at such place and to such account as may be
      designated by the Trustee.

     

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

     

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

     

    
      
         

      

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

     

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

     

     

    

 

    
      
         

      

      
        A-5

        
          

        

      

      
         

      

    

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

     

    COMMUNITY
      BANKS, INC.

    


    


    By_______________________________________ 

    Name:

    Title:

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    WILMINGTON
      TRUST COMPANY, as Trustee

    


    


    By:________________________________________ 

    Authorized
      Officer

    



    
      
        A-6

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    [FORM
      OF REVERSE OF DEBENTURE]

    


    This
      Debenture is one of the fixed/floating rate junior subordinated deferrable
      interest debentures of the Company, all issued or to be issued under and
      pursuant to the Indenture dated as of January 31, 2006 (the “Indenture”),
      duly executed and delivered between the Company and the Trustee, to which
      Indenture reference is hereby made for a description of the rights, limitations
      of rights, obligations, duties and immunities thereunder of the Trustee, the
      Company and the holders of the Debentures. The Debentures are limited in
      aggregate principal amount as specified in the Indenture.

     

    Upon
      the occurrence and continuation of a Special Event prior to the Interest Payment
      Date in March 2011, the Company shall have the right to redeem the Debentures
      in
      whole, but not in part, at any Interest Payment Date, within 120 days following
      the occurrence of such Special Event, at the Special Redemption
      Price.

     

    In
      addition, the Company shall have the right to redeem the Debentures, in whole
      or
      in part, but in all cases in a principal amount with integral multiples of
      $1,000.00, on any Interest Payment Date on or after the Interest Payment Date
      in
      March 2011, at the Redemption Price.

     

    Prior
      to 10:00 a.m. New York City time on the Redemption Date or Special Redemption
      Date, as applicable, the Company will deposit with the Trustee or with one
      or
      more paying agents an amount of money sufficient to redeem on the Redemption
      Date or the Special Redemption Date, as applicable, all the Debentures so called
      for redemption at the appropriate Redemption Price or Special Redemption
      Price.

     

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

     

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

     

    In
      case an Acceleration Event of Default shall have occurred and be continuing,
      upon demand of the Trustee, the principal of all of the Debentures shall become
      due and payable in the manner, with the effect and subject to the conditions
      provided in the Indenture.

     

    The
      Indenture contains provisions permitting the Company and the Trustee, with
      the
      consent of the holders of not less than a majority in aggregate principal amount
      of the Debentures at the time outstanding, to execute supplemental indentures
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or of modifying in any manner the rights of the holders of the
      Debentures; provided,
      however,
      that no such supplemental indenture shall without the consent of the holders
      of
      each Debenture then outstanding and affected thereby (i) change the fixed
      maturity of any Debenture, or reduce the principal amount thereof or any premium
      thereon, or reduce the rate or extend the time of payment of interest thereon,
      or reduce any amount payable on redemption thereof or make the principal thereof
      or any interest or premium thereon payable in any coin or currency other than
      that provided in the Debentures, or impair or affect the right of any
      Securityholder to institute suit for payment thereof or impair the right of
      repayment, if any, at the option of the holder, or (ii) reduce the
      aforesaid percentage of Debentures the holders of which are required to consent
      to any such supplemental indenture.

     

    
      
         

      

      
        A-7

        
          

        

      

      
         

      

    

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

     

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

     

    The
      Company has agreed that if Debentures are initially issued to the Trust or
      a
      trustee of such Trust in connection with the issuance of Trust Securities by
      the
      Trust (regardless of whether Debentures continue to be held by such Trust)
      and
      (i) there shall have occurred and be continuing an Event of Default,
      (ii) the Company shall be in default with respect to its payment of any
      obligations under the Capital Securities Guarantee, or (iii) the Company
      shall have given notice of its election to defer payments of interest on the
      Debentures by extending the interest payment period as provided herein and
      such
      Extension Period, or any extension thereof, shall be continuing, then the
      Company shall not, and shall not allow any Affiliate of the Company to,
      (x) declare or pay any dividends or distributions on, or redeem, purchase,
      acquire, or make a liquidation payment with respect to, any of the Company’s
      capital stock or its Affiliates’ capital stock (other than payments of dividends
      or distributions either directly, or indirectly through another Affiliate,
      to
      the Company) or make any guarantee payments with respect to the foregoing or
      (y) make any payment of principal of or interest or premium, if any, on or
      repay, repurchase or redeem any debt securities of the Company or any Affiliate
      that rank pari
      passu
      in all respects with or junior in interest to the Debentures (other than, with
      respect to clauses (x) and (y) above, (1) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company in connection with any
      employment contract, benefit plan or other similar arrangement with or for
      the
      benefit of one or more employees, officers, directors or consultants, in
      connection with a dividend reinvestment or stockholder stock purchase plan
      or in
      connection with the issuance of capital stock of the Company (or securities
      convertible into or exercisable for such capital stock) as consideration in
      an
      acquisition transaction entered into prior to the applicable Extension Period,
      if any, (2) as a result of any exchange or conversion of any class or
      series of the Company’s capital stock (or any capital stock of a subsidiary of
      the Company) for any class or series of the Company’s capital stock or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock, (3) the purchase of fractional interests in shares
      of the Company’s capital stock pursuant to the conversion or exchange provisions
      of such capital stock or the security being converted or exchanged, (4) any
      declaration of a dividend in connection with any stockholders’ rights plan, or
      the issuance of rights, stock or other property under any stockholders’ rights
      plan, or the redemption or repurchase of rights pursuant thereto, 

     

    
      
         

      

      
        A-8

        
          

        

      

      
         
(5) any
        dividend in the form of stock, warrants, options or other rights where the
        dividend stock or the stock issuable upon exercise of such warrants, options
        or
        other rights is the same stock as that on which the dividend is being paid
        or
        ranks pari
        passu
        with or junior to such stock and any cash payments in lieu of fractional
        shares
        issued in connection therewith, or (6) payments under the Capital
        Securities Guarantee).

    

     

    The
      Debentures are issuable only in registered, certificated form without coupons
      and in minimum denominations of $100,000.00 and any multiple of $1,000.00 in
      excess thereof. As provided in the Indenture and subject to the transfer
      restrictions and limitations as may be contained herein and therein from time
      to
      time, this Debenture is transferable by the holder hereof on the Debenture
      Register of the Company. Upon due presentment for registration of transfer
      of
      any Debenture at the Principal Office of the Trustee or at any office or agency
      of the Company maintained for such purpose as provided in Section 3.2 of
      the Indenture, the Company shall execute, the Company or the Trustee shall
      register and the Trustee or the Authenticating Agent shall authenticate and
      make
      available for delivery in the name of the transferee or transferees a new
      Debenture for a like aggregate principal amount. All Debentures presented for
      registration of transfer or for exchange or payment shall (if so required by
      the
      Company or the Trustee or the Authenticating Agent) be duly endorsed by, or
      be
      accompanied by a written instrument or instruments of transfer in form
      satisfactory to, the Company and the Trustee or the Authenticating Agent duly
      executed by the holder or his attorney duly authorized in writing. No service
      charge shall be made for any exchange or registration of transfer of Debentures,
      but the Company or the Trustee may require payment of a sum sufficient to cover
      any tax, fee or other governmental charge that may be imposed in connection
      therewith.

     

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

     

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

     

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

     

    
      
         

      

      
        A-9

        
          

        

      

      
         

      

    

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

    



    
      
        
          A-10

           

        

        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

    


    FORM
      OF CERTIFICATE TO TRUSTEE

    


    Pursuant
      to Section 3.5 of the Indenture between Community Banks, Inc., as the Company
      (the “Company”), and Wilmington Trust Company, as Trustee, dated as of
      January 31, 2006 (the “Indenture”), the undersigned hereby certifies as
      follows:

    
      	1.  	
              In
                my capacity as an officer of the Company, I would normally have knowledge
                of any default by the Company during the last fiscal year in the
                performance of any covenants of the Company contained in the
                Indenture.

            


    

    
      	2.  	
              [To
                my knowledge, the Company is not in default in the performance of
                any
                covenants contained in the
                Indenture.

            


    

    or,
      alternatively:

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

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

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate.

    


    Date:

    


    


    ______________________________

    Name:

    Title:

    


    
      
         

      

      
        B-1