Exhibit
        10.1


AMENDED
      AND RESTATED TRUST AGREEMENT





among





GREENE
      COUNTY BANCSHARES, INC.,


as
      Depositor








WILMINGTON
      TRUST COMPANY,


as
      Property Trustee














WILMINGTON
      TRUST COMPANY,


as
      Delaware Trustee





and








THE
      ADMINISTRATIVE TRUSTEES NAMED HEREIN


as
      Administrative Trustees





________________








Dated
      as
      of May 16, 2007








GREENBANK
      CAPITAL TRUST I














**TABLE
      OF CONTENTS**




Page
 ARTICLE
                  I. Defined Terms
                
                1SECTION
                  1.1.
                Definitions.
                1ARTICLE
                  II. The Trust
                
                11SECTION
                  2.1.
                Name.
                11SECTION
                  2.2.
                Office
                    of the Delaware Trustee; Principal Place of Business.
                11SECTION
                    2.3.
                Initial
                  Contribution of Trust Property; Fees, Costs and Expenses.
                11SECTION
                    2.4.
                Purposes
                    of Trust.
                11SECTION
                    2.5.
                Authorization
                  to Enter into Certain Transactions.
                12SECTION
                    2.6.
                Assets
                    of Trust.
                14SECTION
                  2.7.
                Title
                  to Trust Property.
                14ARTICLE
                  III. Payment Account; Paying Agents
                15SECTION
                    3.1.
                Payment
                    Account.
                15SECTION
                    3.2.
                Appointment
                  of Paying Agents.
                15ARTICLE
                  IV. Distributions; Redemption
                16SECTION
                    4.1.
                Distributions.
                16SECTION
                    4.2.
                Redemption.
                17SECTION
                    4.3.
                Subordination
                    of Common Securities.
                20SECTION
                    4.4.
                Payment
                    Procedures.
                21SECTION
                    4.5.
                Withholding
                    Tax.
                21SECTION
                    4.6.
                Tax
                    Returns and Other Reports.
                21SECTION
                    4.7.
                Payment
                    of Taxes, Duties, Etc. of the Trust.
                22SECTION
                    4.8.
                Payments
                    under Indenture or Pursuant to Direct Actions.
                22SECTION
                    4.9.
                Exchanges.
                22SECTION
                    4.10.
                Calculation
                    Agent.
                23SECTION
                    4.11.
                Certain
                    Accounting Matters.
                23ARTICLE
                  V. Securities
                
                24SECTION
                    5.1.
                Initial
                    Ownership.
                24SECTION
                    5.2.
                Authorized
                    Trust Securities.
                24SECTION
                    5.3.
                Issuance
                    of the Common Securities; Subscription and Purchase of
                    Notes.
                24SECTION
                    5.4.
                The
                  Securities Certificates.
                24SECTION
                    5.5.
                Rights
                    of Holders.
                25SECTION
                    5.6.
                Book-Entry
                    Preferred Securities.
                25SECTION
                    5.7.
                Registration
                    of Transfer and Exchange of Preferred Securities
                    Certificates.
                27SECTION
                    5.8.
                Mutilated,
                    Destroyed, Lost or Stolen Securities Certificates.
                28SECTION
                    5.9.
                Persons
                    Deemed Holders.
                29SECTION
                    5.10.
                Cancellation.
                29SECTION
                    5.11.
                Ownership
                    of Common Securities by Depositor.
                30SECTION
                    5.12.
                Restricted
                    Legends.
                30SECTION
                    5.13.
                Form
                    of Certificate of Authentication.
                33ARTICLE
                  VI. Meetings; Voting; Acts of Holders
                33SECTION
                    6.1.
                Notice
                    of Meetings.
                33
   
 
 SECTION
                    6.2.
                Meetings
                    of Holders of the Preferred Securities.
                33SECTION
                    6.3.
                Voting
                    Rights.
                34SECTION
                    6.4.
                Proxies
                34SECTION
                  6.5
                Holder
                    Action by Written Consent.
                34SECTION
                    6.6.
                Record
                    Date for Voting and Other Purposes.
                35SECTION
                    6.7.
                Acts
                    of Holders.
                35SECTION
                    6.8.
                Inspection
                    of Records.
                36SECTION
                    6.9.
                Limitations
                    on Voting Rights.
                36SECTION
                    6.10.
                Acceleration
                    of Maturity; Rescission of Annulment; Waivers of Past
                    Defaults.
                37ARTICLE
                  VII. Representations and Warranties
                39SECTION
                    7.1.
                Representations
                  and Warranties of the Property Trustee and the Delaware Trustee.
                39SECTION
                    7.2.
                Representations
                  and Warranties of Depositor.
                40ARTICLE
                  VIII. The Trustees
                
                41SECTION
                    8.1.
                Number
                    of Trustees.
                41SECTION
                    8.2.
                Property
                    Trustee Required.
                41SECTION
                    8.3.
                Delaware
                    Trustee Required.
                41SECTION
                    8.4.
                Appointment
                    of Administrative Trustees.
                42SECTION
                    8.5.
                Duties
                  and Responsibilities of the Trustees.
                42SECTION
                    8.6.
                Notices
                  of Defaults and Extensions.
                44SECTION
                    8.7.
                Certain
                    Rights of Property Trustee.
                44SECTION
                    8.8.
                Delegation
                    of Power.
                46SECTION
                    8.9.
                May
                    Hold Securities.
                47SECTION
                    8.10.
                Compensation;
                    Reimbursement; Indemnity.
                47SECTION
                    8.11.
                Resignation
                    and Removal; Appointment of Successor.
                48SECTION
                    8.12.
                Acceptance
                    of Appointment by Successor.
                49SECTION
                    8.13.
                Merger,
                    Conversion, Consolidation or Succession to Business.
                49SECTION
                    8.14.
                Not
                    Responsible for Recitals or Issuance of Securities.
                50SECTION
                  8.15.
                Property
                    Trustee May File Proofs of Claim.
                50SECTION
                    8.16.
                Reports
                    to and from the Property Trustee.
                51ARTICLE
                  IX. Termination, Liquidation and Merger
                51SECTION
                    9.1.
                Dissolution
                    Upon Expiration Date.
                51SECTION
                    9.2.
                Early
                      Termination.
                51SECTION
                    9.3.
                Termination.
                52SECTION
                    9.4.
                Liquidation.
                52SECTION
                  9.5.
                Mergers,
                  Consolidations, Amalgamations or Replacements of Trust.
                53ARTICLE
                  X. Information to Purchaser
                55SECTION
                    10.1.
                Depositor
                    Obligations to Purchaser.
                55SECTION
                    10.2.
                Trustee’s
                  Obligations to Purchaser.
                55ARTICLE
                  XI. Miscellaneous Provisions
                55SECTION
                    11.1.
                Limitation
                  of Rights of Holders.
                55SECTION
                    11.2.
                Agreed
                    Tax Treatment of Trust and Trust Securities.
                55SECTION
                    11.3.
                Amendment.
                56SECTION
                    11.4.
                Separability.
                57SECTION
                  11.5.
                Governing
                    Law.
                57SECTION
                    11.6.
                Successors.
                57
   
 
 SECTION
                    11.7.
                Headings.
                57SECTION
                  11.8.
                Reports,
                    Notices and Demands.
                58SECTION
                  11.9.
                Agreement
                  Not to Petition.
                58


Exhibit
              A
            Certificate
              of Trust of GreenBank Capital Trust IExhibit
              B
            Form
              of Common Securities CertificateExhibit
              C
            Form
              of Preferred Securities CertificateExhibit
              D
            Junior
              Subordinated IndentureExhibit
              E
            Form
              of Transferee Certificate to be Executed by Transferees other than
              QIBsExhibit
              F
            Form
              of Transferee Certificate to be Executed by QIBsExhibit
              G
            Form
              of Officer’s CertificateSchedule
              A
            Calculation
              of LIBOR



















AMENDED
      AND RESTATED TRUST AGREEMENT, dated as of May 16, 2007, among (i) Greene County
      Bancshares, Inc., a Tennessee corporation (including any successors or permitted
      assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking
      corporation, as property trustee (in such capacity, the “Property Trustee”),
      (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware
      trustee (in such capacity, the “Delaware Trustee”), (iv) R. Stan Puckett, an
      individual, Kent Vaught, an individual, James E. Adams, an individual and Glen
      Allen, an individual, each of whose address is c/o Greene County Bancshares,
      Inc., 100 North Main Street, Greeneville, Tennessee 37744, as administrative
      trustees (in such capacities, each an “Administrative Trustee” and,
      collectively, the “Administrative Trustees” and, together with the Property
      Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders,
      as hereinafter defined.




WITNESSETH




WHEREAS,
      the Depositor, the Property Trustee and the Delaware Trustee have heretofore
      created a Delaware statutory trust pursuant to the Delaware Statutory Trust
      Act,
      as hereinafter defined, by entering into a Trust Agreement, dated as of May
      14,
      2007 (the “Original Trust Agreement”), and by executing and filing with the
      Secretary of State of the State of Delaware the Certificate of Trust,
      substantially in the form attached as Exhibit A; and




WHEREAS,
      the Depositor and the Trustees desire to amend and restate the Original Trust
      Agreement in its entirety as set forth herein to provide for, among other
      things, (i) the issuance of the Common Securities by the Trust to the Depositor,
      (ii) the issuance and sale of the Preferred Securities by the Trust pursuant
      to
      the Subscription Agreement and (iii) the acquisition by the Trust from the
      Depositor of all of the right, title and interest in and to the Notes (as
      defined herein);




NOW,
      THEREFORE, in
      consideration of the agreements and obligations set forth herein and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, each party, for the benefit of the other parties and for the
      benefit of the Holders (as defined herein), hereby amends and restates the
      Original Trust Agreement in its entirety and agrees as follows:




ARTICLE
      I.




DEFINED
      TERMS




SECTION
      1.1.  Definitions.




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




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




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







(c)           all
      accounting terms used but not defined herein have the meanings assigned to
      them
      in accordance with United States generally accepted accounting
      principles;




(d)           unless
      the context otherwise requires, any reference to an “Article”, a “Section”, a
“Schedule” or an “Exhibit” refers to an Article, a Section, a Schedule or an
      Exhibit, as the case may be, of or to this Trust Agreement;




(e)           the
      words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar
      import refer to this Trust Agreement as a whole and not to any particular
      Article, Section or other subdivision;




(f)           a
      reference to the singular includes the plural and vice versa; and




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




“Act”
has
      the meaning specified in Section 6.7.




“Additional
      Interest” has the meaning specified in Section 1.1 of the
      Indenture.




“Additional
      Interest Amount” means, with respect to Trust Securities of a given Liquidation
      Amount and/or a given period, the amount of Additional Interest paid by the
      Depositor on a Like Amount of Notes for such period.




“Additional
      Taxes” has the meaning specified in Section 1.1 of the
      Indenture.




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




“Administrative
      Trustee” means each of the Persons identified as an “Administrative Trustee” in
      the preamble to this Trust Agreement, solely in each such Person’s capacity as
      Administrative Trustee of the Trust and not in such Person’s individual
      capacity, or any successor Administrative Trustee appointed as herein
      provided.




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




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




“Bankruptcy
      Event” means, with respect to any Person:




2


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




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




“Bankruptcy
      Laws” means all Federal and state bankruptcy, insolvency, reorganization and
      other similar laws, including the United States Bankruptcy Code.




“Book-Entry
      Preferred Security” means a Preferred Security, the ownership and transfers of
      which shall be made through book entries by a Depositary.




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




“Calculation
      Agent” has the meaning specified in Section 4.10.




“Capital
      Disqualification Event” has the meaning specified in Section 1.1 of the
      Indenture.




“Closing
      Date” has the meaning specified in the Placement Agreement.




“Code”
      means the United States Internal Revenue Code of 1986, as amended.




“Commission”
      means the Securities and Exchange Commission, as from time to time constituted,
      created under the Exchange Act or, if at any time after the execution of this
      Trust Agreement such Commission is not existing and performing the duties
      assigned to it, then the body performing such duties at such time.




“Common
      Securities Certificate” means a certificate evidencing ownership of Common
      Securities, substantially in the form attached as Exhibit B.




3


“Common
      Security” means an undivided beneficial interest in the assets of the Trust,
      having a Liquidation Amount of $1,000 and having the rights provided therefor
      in
      this Trust Agreement.




“Corporate
      Trust Office” means the principal office of the Property Trustee at which any
      particular time its corporate trust business shall be administered, which office
      at the date of this Trust Agreement is located at Rodney Square North, 1100
      North Market Street, Wilmington, Delaware 19890-1600,
      Attention:  Corporate Trust Administration.




“Definitive
      Preferred Securities Certificates” means Preferred Securities issued in
      certificated, fully registered form that are not Global Preferred
      Securities.




“Delaware
      Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
      Code § 3801 et seq., or any successor statute thereto, in each case as amended
      from time to time.




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




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




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




“Depositor”
      has the meaning specified in the preamble to this Trust Agreement and any
      successors and permitted assigns.




“Depositor
      Affiliate” has the meaning specified in Section 4.9.




“Distribution
      Date” has the meaning specified in Section 4.1(a)(i).




“Distributions”
      means amounts payable in respect of the Trust Securities as provided in
Section 4.1.




“DTC”
      means The Depository Trust Company or any successor thereto.




“Early
      Termination Event” has the meaning specified in Section 9.2.




“Event
      of
      Default” means any one of the following events (whatever the reason for such
      event 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):




4


(a)  the
      occurrence of a Note Event of Default; or




(b)  default
      by the Trust in the payment of any Distribution when it becomes due and payable,
      and continuation of such default for a period of thirty (30) days (subject
      to
      the deferral of any due date in the case of any Extension Period);
      or




(c)  default
      by the Trust in the payment of any Redemption Price of any Trust Security when
      it becomes due and payable; or




(d)  default
      in the performance, or breach, in any material respect of any covenant or
      warranty of the Trustees in this Trust Agreement (other than those specified
      in
      clause (b) or (c) above) and continuation of such default or breach for a period
      of thirty (30) days after there has been given, by registered or certified
      mail,
      to the Trustees and to the Depositor by the Holders of at least twenty five
      percent (25%) in aggregate Liquidation Amount of the Outstanding Preferred
      Securities a written notice specifying such default or breach and requiring
      it
      to be remedied and stating that such notice is a “Notice of Default” hereunder;
      or




(e)  the
      occurrence of a Bankruptcy Event with respect to the Property Trustee if a
      successor Property Trustee has not been appointed within ninety (90) days
      thereof.




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




“Expiration
      Date” has the meaning specified in Section 9.1.




“Extension
      Period” has the meaning specified in Section 4.1(a)(ii).




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




“Fiscal
      Year” shall be the fiscal year of the Trust, which shall be the calendar year,
      or such other period as is required by the Code.




“Global
      Preferred Security” means a Preferred Securities Certificate evidencing
      ownership of Book-Entry Preferred Securities.




“Guarantee
      Agreement” means the Guarantee Agreement executed and delivered by the Depositor
      and Wilmington Trust Company, as guarantee trustee, contemporaneously with
      the
      execution and delivery of this Trust Agreement for the benefit of the holders
      of
      the Preferred Securities, as amended from time to time.




“Holder”
      means a Person in whose name a Trust Security or Trust Securities are registered
      in the Securities Register; any such Person shall be a beneficial owner within
      the meaning of the Delaware Statutory Trust Act.




5


“Indemnified
      Person” has the meaning specified in Section 8.10(c).




“Indenture”
      means the Junior Subordinated Indenture executed and delivered by the Depositor
      and the Note Trustee contemporaneously with the execution and delivery of this
      Trust Agreement, for the benefit of the holders of the Notes, a copy of which
      is
      attached hereto as Exhibit D, as amended or supplemented from time to
      time.




“Indenture
      Redemption Price” has the meaning specified in Section
      4.2(c).




“Interest
      Payment Date” has the meaning specified in Section 1.1 of the
      Indenture.




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




“Investment
      Company Event” has the meaning specified in Section 1.1 of the
      Indenture.




“LIBOR”
      has the meaning specified in Schedule A.




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




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




“Lien”
      means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse
      ownership interest, hypothecation, assignment, security interest or preference,
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever.




“Like
      Amount” means (a) with respect to a redemption of any Trust Securities, Trust
      Securities having a Liquidation Amount equal to the principal amount of Notes
      to
      be contemporaneously redeemed or paid at maturity in accordance with the
      Indenture, the proceeds of which will be used to pay the Redemption Price of
      such Trust Securities, (b) with respect to a distribution of Notes to Holders
      of
      Trust Securities in connection with a dissolution of the Trust, Notes having
      a
      principal amount equal to the Liquidation Amount of the Trust Securities of
      the
      Holder to whom such Notes are distributed and (c) with respect to any
      distribution of Additional Interest Amounts to Holders of Trust Securities,
      Notes having a principal amount equal to the Liquidation Amount of the Trust
      Securities in respect of which such distribution is made.




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




“Liquidation
      Date” means the date on which assets are to be distributed to Holders in
      accordance with Section 9.4(a) hereunder following dissolution of the
      Trust.




“Liquidation
      Distribution” has the meaning specified in Section 9.4(d).




“Majority
      in Liquidation Amount of the Preferred Securities” means Preferred Securities
      representing more than fifty percent (50%) of the aggregate Liquidation Amount
      of all (or a specified group of) then Outstanding Preferred
      Securities.




6


“Note
      Event of Default” means any “Event of Default” specified in Section 5.1
      of the Indenture.




“Note
      Redemption Date” means, with respect to any Notes to be redeemed under the
      Indenture, the date fixed for redemption of such Notes under the
      Indenture.




“Note
      Trustee” means the Person identified as the “Trustee” in the Indenture, solely
      in its capacity as Trustee pursuant to the Indenture and not in its individual
      capacity, or its successor in interest in such capacity, or any successor
      Trustee appointed as provided in the Indenture.




“Notes”
      means the Depositor’s Floating Rate Junior Subordinated Notes issued pursuant to
      the Indenture.




“Office
      of Thrift Supervision” means the Office of Thrift Supervision, as from time to
      time constituted or, if at any time after the execution of this Trust Agreement
      such Office is not existing and performing the duties now assigned to it, then
      the body performing such duties at such time.




“Officers’
      Certificate” means a certificate signed by the Chief Executive Officer or the
      President, and by the Chief Financial Officer, Treasurer or an Assistant
      Treasurer, of the Depositor, and delivered to the Trustees. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant
      provided for in this Trust Agreement (other than the Officers’ Certificate
      provided pursuant to Section 8.16(a)) shall include:




(a)
      a
      statement by each officer signing the Officers’ Certificate that such officer
      has read the covenant or condition and the definitions relating
      thereto;




(b)
      a
      brief statement of the nature and scope of the examination or investigation
      undertaken by such officer in rendering the Officers’ Certificate;




(c)
      a
      statement that such officer has made such examination or investigation as,
      in
      such officer’s opinion, is necessary to enable such officer to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and




(d)
      a
      statement as to whether, in the opinion of such officer, such condition or
      covenant has been complied with.




“Operative
      Documents” means the Placement Agreement, the Indenture, the Trust Agreement,
      the Guarantee Agreement, the Subscription Agreement, the Notes and the Trust
      Securities.




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




“Original
      Issue Date” means the date of original issuance of the Trust
      Securities.




“Original
      Trust Agreement” has the meaning specified in the recitals to this Trust
      Agreement.




7


“Outstanding,”
      when used with respect to any Trust Securities, means, as of the date of
      determination, all Trust Securities theretofore executed and delivered under
      this Trust Agreement, except:




(a)
      Trust
      Securities theretofore canceled by the Property Trustee or delivered to the
      Property Trustee for cancellation;




(b)
      Trust
      Securities for which payment or redemption money in the necessary amount has
      been theretofore deposited with the Property Trustee or any Paying Agent in
      trust for the Holders of such Trust Securities; provided, that if such Trust
      Securities are to be redeemed, notice of such redemption has been duly given
      pursuant to this Trust Agreement; and




(c)
      Trust
      Securities that have been paid or in exchange for or in lieu of which other
      Trust Securities have been executed and delivered pursuant to the provisions
      of
      this Trust Agreement, unless proof satisfactory to the Property Trustee is
      presented that any such Trust Securities are held by Holders in whose hands
      such
      Trust Securities are valid, legal and binding obligations of the
      Trust;




provided,
      that in determining whether the Holders of the requisite Liquidation Amount
      of
      the Outstanding Preferred Securities have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Preferred
      Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
      or of any Trustee shall be disregarded and deemed not to be Outstanding, except
      that (i) in determining whether any Trustee shall be protected in relying upon
      any such request, demand, authorization, direction, notice, consent or waiver,
      only Preferred Securities that such Trustee knows to be so owned shall be so
      disregarded and (ii) the foregoing shall not apply at any time when all of
      the
      Outstanding Preferred Securities are owned by the Depositor, one or more of
      the
      Trustees and/or any such Affiliate. Preferred Securities so owned that have
      been
      pledged in good faith may be regarded as Outstanding if the pledgee establishes
      to the satisfaction of the Administrative Trustees the pledgee’s right so to act
      with respect to such Preferred Securities and that the pledgee is not the
      Depositor, any Trustee or any Affiliate of the Depositor or of any
      Trustee.




“Owner”
      means each Person who is the beneficial owner of Book-Entry Preferred Securities
      as reflected in the records of the Depositary or, if a Depositary Participant
      is
      not the beneficial owner, then the beneficial owner as reflected in the records
      of the Depositary Participant.




“Paying
      Agent” means any Person authorized by the Administrative Trustees to pay
      Distributions or other amounts in respect of any Trust Securities on behalf
      of
      the Trust.




“Payment
      Account” means a segregated non-interest-bearing corporate trust account
      maintained by the Property Trustee for the benefit of the Holders in which
      all
      amounts paid in respect of the Notes will be held and from which the Property
      Trustee, through the Paying Agent, shall make payments to the Holders in
      accordance with Sections 3.1, 4.1 and 4.2.




“Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, company, limited
      liability company, trust,






8
 unincorporated
        association or government, or any agency or political subdivision thereof,
        or
        any other entity of whatever nature.




“Placement
      Agent” means SunTrust Capital Markets, Inc., as Placement Agent pursuant to the
      Placement Agreement, whose address is 303 Peachtree Street, 24th Floor, Mail
      Code 3950, Atlanta, Georgia 30308.




“Placement
      Agreement” means the Placement Agreement, dated as of May 16, 2007, executed and
      delivered by the Trust, the Depositor and SunTrust Capital Markets, Inc., as
      placement agent.




“Preferred
      Security” means an undivided beneficial interest in the assets of the Trust,
      having a Liquidation Amount of $1,000 and having the rights provided therefor
      in
      this Trust Agreement.




“Preferred
      Securities Certificate” means a certificate evidencing ownership of Preferred
      Securities, substantially in the form attached as Exhibit C.




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




“Purchaser”
      means SunTrust Equity Funding , LLC, as purchaser of the Preferred Securities
      pursuant to the Subscription Agreement, whose address is 303 Peachtree Street
      NW, 26th Floor, Atlanta, Georgia 30308.




“QIB”
      means a “qualified institutional buyer” as defined in Rule 144A under the
      Securities Act.




“Redemption
      Date” means, with respect to any Trust Security to be redeemed, the date fixed
      for such redemption by or pursuant to this Trust Agreement; provided, that
      each
      Note Redemption Date and the stated maturity (or any date of principal repayment
      upon early maturity) of the Notes shall be a Redemption Date for a Like Amount
      of Trust Securities.




“Redemption
      Price” means, with respect to any Trust Security, the Liquidation Amount of such
      Trust Security, plus accumulated and unpaid Distributions to the Redemption
      Date, plus the related amount of the premium, if any, paid by the Depositor
      upon
      the concurrent redemption  or payment at maturity of a Like Amount of
      Notes.




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




“Responsible
      Officer” means, with respect to the Property Trustee, any Senior Vice President,
      any Vice President, any Assistant Vice President, the Secretary, any Assistant
      Secretary, the Treasurer, any Assistant Treasurer, any Financial Services
      Officer or Assistant Financial Services Officer or any other officer of the
      Corporate Trust Department of the Property Trustee and also means, with respect
      to a particular corporate trust matter, any other officer to




9
 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, and any successor statute thereto, in
      each case as amended from time to time.




“Securities
      Certificate” means any one of the Common Securities Certificates or the
      Preferred Securities Certificates.




“Securities
      Register” and “Securities Registrar” have the respective meanings specified in
Section 5.7.




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




“Subscription
      Agreement” means the Preferred Securities Subscription Agreement, dated as of
      May 16, 2007, by and among the Depositor, the Trust, the Purchaser and SunTrust
      Capital Markets, Inc. (as to certain provisions thereof).




“Successor
      Securities” has the meaning specified in Section 9.5(a).




“Tax
      Event” has the meaning specified in Section 1.1 of the
      Indenture.




“Trust”
      means the Delaware statutory trust known as “GreenBank Capital Trust I,” which
      was created on May 14, 2007, under the Delaware Statutory Trust Act pursuant
      to
      the Original Trust Agreement and the filing of the Certificate of Trust, and
      continued pursuant to this Trust Agreement.




“Trust
      Agreement” means this Amended and Restated Trust Agreement, including all
      Schedules and Exhibits, as the same may be modified, amended or supplemented
      from time to time in accordance with the applicable provisions
      hereof.




“Trustees”
      means the Administrative Trustees, the Property Trustee and the Delaware
      Trustee, each as defined in this Article I.




“Trust
      Property” means (a) the Notes, (b) any cash on deposit in, or owing to, the
      Payment Account and (c) all proceeds and rights in respect of the foregoing
      and
      any other property and assets for the time being held or deemed to be held
      by
      the Property Trustee pursuant to the trusts of this Trust
      Agreement.




“Trust
      Security” means any one of the Common Securities or the Preferred
      Securities.




10


ARTICLE
      II.




THE
      TRUST




SECTION
      2.1.  Name.




The
      trust
      continued hereby shall be known as “GreenBank Capital Trust I,” as such name may
      be modified from time to time by the Administrative Trustees following written
      notice to the Holders of Trust Securities and the other Trustees, in which
      name
      the Trustees may conduct the business of the Trust, make and execute contracts
      and other instruments on behalf of the Trust and sue and be sued.




SECTION
      2.2.  Office
      of
      the Delaware Trustee; Principal Place of Business.




The
      address of the Delaware Trustee in the State of Delaware is Rodney Square North,
      1100 North Market Street, Wilmington, Delaware 19890-1600,
      Attention:  Corporate Trust Administration, or such other address in
      the State of Delaware as the Delaware Trustee may designate by written notice
      to
      the Holders, the Depositor, the Property Trustee and the Administrative
      Trustees. The principal executive office of the Trust is c/o Greene County
      Bancshares, Inc., 100 North Main Street, Greeneville, Tennessee 37744,
      Attention: Chief Financial Officer, as such address may be changed from time
      to
      time by the Administrative Trustees following written notice to the Holders
      and
      the other Trustees.




SECTION
      2.3.  Initial
      Contribution of Trust Property; Fees, Costs and Expenses.




The
      Property Trustee acknowledges receipt from the Depositor in connection with
      the
      Original Trust Agreement of the sum of ten dollars ($10), which constituted
      the
      initial Trust Property. The Depositor shall pay all fees, costs and expenses
      of
      the Trust (except with respect to the Trust Securities) as they arise or shall,
      upon request of any Trustee, promptly reimburse such Trustee for any such fees,
      costs and expenses paid by such Trustee. The Depositor shall make no claim
      upon
      the Trust Property for the payment of such fees, costs or expenses.




SECTION
      2.4.  Purposes
      of Trust.




(a)  The
      exclusive purposes and functions of the Trust are to (i) issue and sell Trust
      Securities and use the proceeds from such sale to acquire the Notes and
      (ii)  engage in only those activities necessary or incidental thereto.
      The Delaware Trustee, the Property Trustee and the Administrative Trustees
      are
      trustees of the Trust, and have all the rights, powers and duties to the extent
      set forth herein.  The Trustees hereby acknowledge that they are
      trustees of the Trust.




(b)  So
      long
      as this Trust Agreement remains in effect, the Trust (or the Trustees acting
      on
      behalf of the Trust) shall not undertake any business, activities or transaction
      except as expressly provided herein or contemplated hereby. In particular,
      the
      Trust (or the Trustees acting on behalf of the Trust) shall not (i) acquire
      any
      investments or engage in any activities not authorized by this Trust Agreement,
      (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
      dispose of any of the Trust Property or interests therein, including to Holders,
      except as expressly provided herein, (iii) incur any indebtedness for borrowed
      money or issue any other debt, (iv) take or consent to any action that would
      result in the placement of a Lien on




11
 any
        of
        the Trust Property, (v) take or consent to any action that would reasonably
        be
        expected to cause the Trust to become taxable as a corporation or classified
        as
        other than a grantor trust for United States federal income tax purposes,
        (vi)
        take or consent to any action that would cause the Notes to be treated as
        other
        than indebtedness of the Depositor for United States federal income tax purposes
        or (vii) take or consent to any action that would cause the Trust to be deemed
        to be an “investment company” required to be registered under the Investment
        Company Act.




SECTION
      2.5.  Authorization
      to Enter into Certain Transactions.




(a)  The
      Trustees shall conduct the affairs of the Trust in accordance with and subject
      to the terms of this Trust Agreement. In accordance with the following
      provisions (i) and (ii), the Trustees shall have the authority to enter into
      all
      transactions and agreements determined by the Trustees to be appropriate in
      exercising the authority, express or implied, otherwise granted to the Trustees,
      under this Trust Agreement, and to perform all acts in furtherance thereof,
      including the following:




(i)  As
      among
      the Trustees, each Administrative Trustee shall severally have the power and
      authority to act on behalf of the Trust with respect to the following
      matters:




(A)  the
      issuance and sale of the Trust Securities;




(B)  to
      cause
      the Trust to enter into, and to execute, deliver and perform on behalf of the
      Trust, such agreements as may be necessary or desirable in connection with
      the
      purposes and function of the Trust, including, without limitation, a common
      securities subscription agreement and a junior subordinated note subscription
      agreement and to cause the Trust to perform in accordance with the Placement
      Agreement and the Subscription Agreement;




(C)  assisting
      in the sale of the Preferred Securities in one or more transactions exempt
      from
      registration under the Securities Act, and in compliance with applicable state
      securities or blue sky laws;




(D)  assisting
      in the sending of notices (other than notices of default) and other information
      regarding the Trust Securities and the Notes to the Holders in accordance with
      this Trust Agreement;




(E)  the
      appointment of a Paying Agent, Calculation Agent and Securities Registrar in
      accordance with this Trust Agreement;




(F)  execution
      of the Trust Securities on behalf of the Trust in accordance with this Trust
      Agreement;




(G)  execution
      and delivery of closing certificates, if any, pursuant to the Placement
      Agreement and application for a taxpayer identification number for the
      Trust;




12


(H)  preparation
      and filing of all applicable tax returns and tax information reports that are
      required to be filed on behalf of the Trust;




(I)  the
      taking of all action that may be necessary for the preservation and continuance
      of the Trust’s valid existence, rights, franchises and privileges as a statutory
      trust under the laws of the State of Delaware;




(J)  establishing
      a record date with respect to all actions to be taken hereunder that require
      a
      record date to be established, except as provided in Section
      6.10(a);




(K)  unless
      otherwise required by the Delaware Statutory Trust Act to execute on behalf
      of
      the Trust (either acting alone or together with the other Administrative
      Trustees) any documents that such Administrative Trustee has the power to
      execute pursuant to this Trust Agreement; and




(L)  the
      taking of any action incidental to the foregoing as such Administrative Trustee
      may from time to time determine is necessary or advisable to give effect to
      the
      terms of this Trust Agreement.




(ii)  As
      among
      the Trustees, the Property Trustee shall have the power, duty and authority
      to
      act on behalf of the Trust with respect to the following matters:




(A)  the
      receipt and holding of legal title of the Notes;




(B)  the
      establishment of the Payment Account;




(C)  the
      collection of interest, principal and any other payments made in respect of
      the
      Notes and the holding of such amounts in the Payment Account;




(D)  the
      distribution through the Paying Agent of amounts distributable to the Holders
      in
      respect of the Trust Securities;




(E)  the
      exercise of all of the rights, powers and privileges of a holder of the Notes
      in
      accordance with the terms of this Trust Agreement;




(F)  the
      sending of notices of default and other information regarding the Trust
      Securities and the Notes to the Holders in accordance with this Trust
      Agreement;




(G)  the
      distribution of the Trust Property in accordance with the terms of this Trust
      Agreement;




(H)  to
      the
      extent provided in this Trust Agreement, the winding up of the affairs of and
      liquidation of the Trust and the preparation, execution and filing of the
      certificate of cancellation of the Trust with the Secretary of State of the
      State of Delaware; and




13


(I)  the
      taking of any action incidental to the foregoing as the Property Trustee may
      from time to time determine is necessary or advisable to give effect to the
      terms of this Trust Agreement and protect and conserve the Trust Property for
      the benefit of the Holders (without consideration of the effect of any such
      action on any particular Holder).




(b)  In
      connection with the issue and sale of the Preferred Securities, the Depositor
      shall have the right and responsibility to assist the Trust with respect to,
      or
      effect on behalf of the Trust, the following (and any actions taken by the
      Depositor in furtherance of the following prior to the date of this Trust
      Agreement are hereby ratified and confirmed in all respects):




(i)  the
      negotiation of the terms of, and the execution and delivery of, the Placement
      Agreement and the Subscription Agreement providing for the sale of the Preferred
      Securities in one or more transactions exempt from registration under the
      Securities Act, and in compliance with applicable state securities or blue
      sky
      laws; and




(ii)  the
      taking of any other actions necessary or desirable to carry out any of the
      foregoing activities.




(c)  Notwithstanding
      anything herein to the contrary, the Administrative Trustees are authorized
      and
      directed to conduct the affairs of the Trust and to operate the Trust so that
      the Trust will not be taxable as a corporation or classified as other than
      a
      grantor trust for United States federal income tax purposes, so that the Notes
      will be treated as indebtedness of the Depositor for United States federal
      income tax purposes and so that the Trust will not be deemed to be an
“investment company” required to be registered under the Investment Company Act.
      In this connection, each Administrative Trustee is authorized to take any
      action, not inconsistent with applicable law, the Certificate of Trust or this
      Trust Agreement, that such Administrative Trustee determines in his or her
      discretion to be necessary or desirable for such purposes, as long as such
      action does not adversely affect in any material respect the interests of the
      Holders of the Outstanding Preferred Securities.  In no event shall
      the Administrative Trustees be liable to the Trust or the Holders for any
      failure to comply with this Section 2.5 to the extent that such failure
      results solely from a change in law or regulation or in the interpretation
      thereof.




(d)  Any
      action taken by a Trustee in accordance with its powers shall constitute the
      act
      of and serve to bind the Trust.  In dealing with any Trustee acting on
      behalf of the Trust, no Person shall be required to inquire into the authority
      of such Trustee to bind the Trust.  Persons dealing with the Trust are
      entitled to rely conclusively on the power and authority of any Trustee as
      set
      forth in this Trust Agreement.




SECTION
      2.6.  Assets
      of
      Trust.




The
      assets of the Trust shall consist of the Trust Property.




SECTION
      2.7.  Title
      to
      Trust Property.




(a)  Legal
      title to all Trust Property shall be vested at all times in the Property Trustee
      and shall be held and administered by the Property Trustee in trust for the
      benefit of the Trust and the Holders in accordance with this Trust
      Agreement.




14


(b)  The
      Holders shall not have any right or title to the Trust Property other than
      the
      undivided beneficial interest in the assets of the Trust conferred by their
      Trust Securities and they shall have no right to call for any partition or
      division of property, profits or rights of the Trust except as described below.
      The Trust Securities shall be personal property giving only the rights
      specifically set forth therein and in this Trust Agreement.




ARTICLE
      III.




PAYMENT
      ACCOUNT;
      PAYING
      AGENTS




SECTION
      3.1.  Payment
      Account.




(a)  On
      or
      prior to the Closing Date, the Property Trustee shall establish the Payment
      Account. The Property Trustee and the Paying Agent shall have exclusive control
      and sole right of withdrawal with respect to the Payment Account for the purpose
      of making deposits in and withdrawals from the Payment Account in accordance
      with this Trust Agreement. All monies and other property deposited or held
      from
      time to time in the Payment Account shall be held by the Property Trustee in
      the
      Payment Account for the exclusive benefit of the Holders and for Distribution
      as
      herein provided.




(b)  The
      Property Trustee shall deposit in the Payment Account, promptly upon receipt,
      all payments of principal of or interest on, and any other payments with respect
      to, the Notes. Amounts held in the Payment Account shall not be invested by
      the
      Property Trustee pending distribution thereof.




SECTION
      3.2.  Appointment
      of Paying Agents.




The
      Paying Agent shall initially be the Property Trustee. The Paying Agent shall
      make Distributions to Holders from the Payment Account and shall report the
      amounts of such Distributions to the Property Trustee and the Administrative
      Trustees. Any Paying Agent shall have the revocable power to withdraw funds
      from
      the Payment Account solely for the purpose of making the Distributions referred
      to above. The Administrative Trustees may revoke such power and remove the
      Paying Agent in their sole discretion. Any Person acting as Paying Agent shall
      be permitted to resign as Paying Agent upon thirty (30) days’ written notice to
      the Administrative Trustees and the Property Trustee. If the Property Trustee
      shall no longer be the Paying Agent or a successor Paying Agent shall resign
      or
      its authority to act be revoked, the Administrative Trustees shall appoint
      a
      successor (which shall be a bank or trust company) to act as Paying
      Agent.  Such successor Paying Agent appointed by the Administrative
      Trustees shall execute and deliver to the Trustees an instrument in which such
      successor Paying Agent shall agree with the Trustees that as Paying Agent,
      such
      successor Paying Agent will hold all sums, if any, held by it for payment to
      the
      Holders in trust for the benefit of the Holders entitled thereto until such
      sums
      shall be paid to such Holders. The Paying Agent shall return all unclaimed
      funds
      to the Property Trustee and upon removal of a Paying Agent such Paying Agent
      shall also return all funds in its possession to the Property Trustee. The
      provisions of Article VIII shall apply to the Property Trustee also in
      its role as Paying Agent, for so long as the Property Trustee shall act as
      Paying Agent and, to the extent applicable, to any other Paying Agent appointed
      hereunder.




15
 Any
        reference in this Trust Agreement to the Paying Agent shall include any
        co-paying agent unless the context requires otherwise.




ARTICLE
      IV.




DISTRIBUTIONS;
      REDEMPTION




SECTION
      4.1.  Distributions.




(a)  The
      Trust
      Securities represent undivided beneficial interests in the Trust Property,
      and
      Distributions (including any Additional Interest Amounts) will be made on the
      Trust Securities at the rate and on the dates that payments of interest
      (including any Additional Interest) are made on the Notes.
      Accordingly:




(i)  Distributions
      on the Trust Securities shall be cumulative, and shall accumulate whether or
      not
      there are funds of the Trust available for the payment of Distributions.
      Distributions shall accumulate from May 16, 2007, and, except as provided in
      clause (ii) below, shall be payable quarterly in arrears on March 15, June
      15,
      September 15 and December 15 of each year, commencing on June 15,
      2007.  If any date on which a Distribution is otherwise payable on the
      Trust Securities is not a Business Day, then the payment of such Distribution
      shall be made on the next succeeding Business Day (and no interest shall accrue
      in respect of the amounts  whose payment is so delayed for the period
      from and after each such date until the next succeeding Business Day), except
      that, if such Business Day falls in the next succeeding calendar year, such
      payment shall be made on the immediately preceding Business Day, in each case,
      with the same force and effect as if made on such date (each date on which
      Distributions are payable in accordance with this Section 4.1(a)(i), a
“Distribution Date”);




(ii)  in
      the
      event (and to the extent) that the Depositor exercises its right under the
      Indenture to defer the payment of interest on the Notes, Distributions on the
      Trust Securities shall be deferred.  Under the Indenture, so long as
      no Note Event of Default pursuant to paragraphs (c), (e) or (f) of Section
      5.1 of the Indenture has occurred and is continuing, the Depositor shall
      have the right, at any time and from time to time during the term of the Notes,
      to defer the payment of interest on the Notes for a period of up to twenty
      (20)
      consecutive quarterly interest payment periods (each such extended interest
      payment period, an “Extension Period”).  No interest on the Notes
      shall be due and payable during an Extension Period (except any Additional
      Tax
      Sums that may be due and payable), except at the end thereof, but each
      installment of interest that would otherwise have been due and payable during
      such Extension Period shall bear Additional Interest (to the extent payment
      of
      such interest would be legally enforceable) a variable rate per annum, reset
      quarterly, equal to LIBOR plus 1.65% thereafter, compounded quarterly, from
      the
      dates on which such amounts would have otherwise been due and payable until
      paid
      or until funds for the payment thereof have been made available for
      payment.  If Distributions are deferred, the deferred Distributions
      (including Additional Interest Amounts) shall be paid on the date that the
      related Extension Period terminates,




16
 to
        Holders of the Trust Securities as they appear on the books and records of
        the
        Trust on the record date immediately preceding such termination
        date.




(iii)  Distributions
      shall accumulate and be payable in respect of the Trust Securities at an annual
      rate equal to [___]% beginning on (and including) the date of original
      issuance and ending on (but excluding) June 15, 2007 and at an annual rate
      for
      each successive period beginning on (and including) June 15, 2007, and each
      successive Distribution Date, and ending on (but excluding) the next succeeding
      Distribution Date, at a variable rate per annum, reset quarterly, equal to
      LIBOR
      plus 1.65% of the Liquidation Amount of the Trust Securities, such rate being
      the rate of interest payable on the Notes.  LIBOR shall be determined
      by the Calculation Agent in accordance with Schedule A. The amount of
      Distributions payable for any period less than a full Distribution period shall
      be computed on the basis of a 360-day year and the actual number of days elapsed
      in the relevant Distribution period.  The amount of Distributions
      payable for any period shall include any Additional Interest Amounts in respect
      of such period; and




(iv)  Distributions
      on the Trust Securities shall be made by the Paying Agent from the Payment
      Account and shall be payable on each Distribution Date only to the extent that
      the Trust has funds then on hand and available in the Payment Account for the
      payment of such Distributions.




(b)  Distributions
      on the Trust Securities with respect to a Distribution Date shall be payable
      to
      the Holders thereof as they appear on the Securities Register for the Trust
      Securities at the close of business on the relevant record date, which shall
      be
      at the close of business on the fifteenth day (whether or not a Business Day)
      preceding the relevant Distribution Date.    Distributions
      payable on any Trust Securities that are not punctually paid on any Distribution
      Date as a result of the Depositor having failed to make an interest payment
      under the Notes will cease to be payable to the Person in whose name such Trust
      Securities are registered on the relevant record date, and such defaulted
      Distributions and any Additional Interest Amounts will instead be payable to
      the
      Person in whose name such Trust Securities are registered on the special record
      date, or other specified date for determining Holders entitled to such defaulted
      Distribution and Additional Interest Amount, established in the same manner,
      and
      on the same date, as such is established with respect to the Notes under the
      Indenture.




SECTION
      4.2.  Redemption.




(a)  On
      each
      Note Redemption Date and on the stated maturity (or any date of principal
      repayment upon early maturity) of the Notes and on each other date on (or in
      respect of) which any principal on the Notes is repaid, the Trust will be
      required to redeem a Like Amount of Trust Securities at the Redemption
      Price.




(b)  Notice
      of
      redemption shall be given by the Property Trustee by first-class mail, postage
      prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior
      to
      the Redemption Date to each Holder of Trust Securities to be redeemed (unless
      a
      shorter notice shall be reasonably satisfactory to the Trustee), at such
      Holder’s address appearing in the Securities Register. All notices of redemption
      shall state:




17


(i)  the
      Redemption Date;




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




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




(iv)  that
      on
      the Redemption Date, the Redemption Price will become due and payable upon
      each
      such Trust Security, or portion thereof, to be redeemed and that Distributions
      thereon will cease to accumulate on such Trust Security or such portion, as
      the
      case may be, on and after said date, except as provided in Section
      4.2(d);




(v)  the
      place
      or places where the Trust Securities are to be surrendered for the payment
      of
      the Redemption Price; and




(vi)  such
      other provisions as the Property Trustee deems relevant.




(c)  The
      Trust
      Securities (or portion thereof) redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the contemporaneous
      redemption or payment at maturity of Notes. Redemptions of the Trust Securities
      (or portion thereof) shall be made and the Redemption Price shall be payable
      on
      each Redemption Date only to the extent that the Trust has funds then on hand
      and available in the Payment Account for the payment of such Redemption
      Price.  Under the Indenture, the Notes may be redeemed by the
      Depositor on any Interest Payment Date, at the Depositor’s option, on or after
      June 15, 2012, in whole or in part, from time to time at a redemption price
      equal to one hundred percent (100%) of the principal amount thereof, together,
      in the case of any such redemption, with accrued interest, including any
      Additional Interest, to but excluding the date fixed for redemption (the
“Indenture Redemption Price”); provided, that the Depositor shall have received
      the prior approval of the Federal Reserve if then required.  The Notes
      may also be redeemed by the Depositor, at its option, in whole but not in part,
      upon the occurrence of a Capital Disqualification Event, an Investment Company
      Event or a Tax Event at the Special Event Redemption Price (as set forth in
      the
      Indenture).




(d)  If
      the
      Property Trustee gives a notice of redemption in respect of any Preferred
      Securities, then by 10:00 A.M., New York City time, on the Redemption Date,
      the
      Depositor shall deposit sufficient funds with the Property Trustee to pay the
      Redemption Price.  If such deposit has been made by such time, then by
      12:00 noon, New York City time, on the Redemption Date, the Property Trustee
      will, with respect to Book-Entry Preferred Securities, irrevocably deposit
      with
      the Depositary for such Book-Entry Preferred Securities, to the extent available
      therefor, funds sufficient to pay the applicable Redemption Price and will
      give
      such




18
 Depositary
        irrevocable instructions and authority to pay the Redemption Price to the
        Holders of the Preferred Securities. With respect to Preferred Securities
        that
        are not Book-Entry Preferred Securities, the Property Trustee will irrevocably
        deposit with the Paying Agent, to the extent available therefor, funds
        sufficient to pay the applicable Redemption Price and will give the Paying
        Agent
        irrevocable instructions and authority to pay the Redemption Price to the
        Holders of the Preferred Securities upon surrender of their Preferred Securities
        Certificates. Notwithstanding the foregoing, Distributions payable on or
        prior
        to the Redemption Date for any Trust Securities (or portion thereof) called
        for
        redemption shall be payable to the Holders of such Trust Securities as they
        appear on the Securities Register on the relevant record dates for the related
        Distribution Dates. If notice of redemption shall have been given and funds
        deposited as required, then upon the date of such deposit, all rights of
        Holders
        holding Trust Securities (or portion thereof) so called for redemption will
        cease, except the right of such Holders to receive the Redemption Price and
        any
        Distribution payable in respect of the Trust Securities on or prior to the
        Redemption Date, but without interest, and, in the case of a partial redemption,
        the right of such Holders to receive a new Trust Security or Securities of
        authorized denominations, in aggregate Liquidation Amount equal to the
        unredeemed portion of such Trust Security or Securities, and such Securities
        (or
        portion thereof) called for redemption will cease to be Outstanding. In the
        event that any date on which any Redemption Price is payable is not a Business
        Day, then payment of the Redemption Price payable on such date will be made
        on
        the next succeeding Business Day (and no interest shall accrue in respect
        of the
        amounts whose payment is so delayed for the period from and after each such
        date
        until the next succeeding Business Day) with the same force and effect as
        if
        made on such date. In the event that payment of the Redemption Price in respect
        of any Trust Securities (or portion thereof) called for redemption is improperly
        withheld or refused and not paid either by the Trust or by the Depositor
        pursuant to the Guarantee Agreement, Distributions on such Trust Securities
        (or
        portion thereof) will continue to accumulate, as set forth in Section
        4.1, from the Redemption Date originally established by the Trust for such
        Trust Securities(or portion thereof) to the date such Redemption Price is
        actually paid, in which case the actual payment date will be the date fixed
        for
        redemption for purposes of calculating the Redemption Price.




(e)  Subject
      to Section 4.3(a), if less than all the Outstanding Trust Securities are
      to be redeemed on a Redemption Date, then the aggregate Liquidation Amount
      of
      Trust Securities to be redeemed shall be allocated pro rata to the Common
      Securities and the Preferred Securities based upon the relative aggregate
      Liquidation Amounts of the Common Securities and the Preferred
      Securities.  The Preferred Securities to be redeemed shall be redeemed
      on a pro rata basis based upon their respective Liquidation Amounts not more
      than sixty (60) days prior to the Redemption Date by the Property Trustee from
      the Outstanding Preferred Securities not previously called for redemption;
      provided, however, that with respect to Holders that would be required to hold
      less than one hundred (100) but more than zero (0) Trust Securities as a result
      of such redemption, the Trust shall redeem Trust Securities of each such Holder
      so that after such redemption such Holder shall hold either one hundred (100)
      Trust Securities or such Holder no longer holds any Trust Securities, and shall
      use such method (including, without limitation, by lot) as the Trust shall
      deem
      fair and appropriate; and provided, further, that so long as the Preferred
      Securities are Book-Entry Preferred Securities, such selection shall be made
      in
      accordance with the Applicable Depositary Procedures for the Preferred
      Securities by such Depositary. The Property Trustee shall promptly notify the
      Securities Registrar in writing of the Preferred Securities (or portion thereof)
      selected for redemption and, in the case of any Preferred




19
 Securities
        selected for partial redemption, the Liquidation Amount thereof to be redeemed.
        For all purposes of this Trust Agreement, unless the context otherwise requires,
        all provisions relating to the redemption of Preferred Securities shall relate,
        in the case of any Preferred Securities redeemed or to be redeemed only in
        part,
        to the portion of the aggregate Liquidation Amount of Preferred Securities
        that
        has been or is to be redeemed.




(f)  The
      Trust
      in issuing the Trust Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the
      Trust Securities in notices of redemption and related materials as a convenience
      to Holders; provided, that any such notice may state that no representation
      is
      made as to the correctness of such numbers either as printed on the Trust
      Securities or as contained in any notice of redemption and related
      materials.




SECTION
      4.3.  Subordination
      of Common Securities.




(a)  Payment
      of Distributions (including any Additional Interest Amounts) on, the Redemption
      Price of and the Liquidation Distribution in respect of, the Trust Securities,
      as applicable, shall be made, pro rata among the Common Securities and the
      Preferred Securities based on the Liquidation Amount of the respective Trust
      Securities; provided, that if on any Distribution Date, Redemption Date or
      Liquidation Date an Event of Default shall have occurred and be continuing,
      no
      payment of any Distribution (including any Additional Interest Amounts) on,
      Redemption Price of or Liquidation Distribution in respect of, any Common
      Security, and no other payment on account of the redemption, liquidation or
      other acquisition of Common Securities, shall be made unless payment in full
      in
      cash of all accumulated and unpaid Distributions (including any Additional
      Interest Amounts) on all Outstanding Preferred Securities for all Distribution
      periods terminating on or prior thereto, or in the case of payment of the
      Redemption Price the full amount of such Redemption Price on all Outstanding
      Preferred Securities then called for redemption, or in the case of payment
      of
      the Liquidation Distribution the full amount of such Liquidation Distribution
      on
      all Outstanding Preferred Securities, shall have been made or provided for,
      and
      all funds immediately available to the Property Trustee shall first be applied
      to the payment in full in cash of all Distributions (including any Additional
      Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution
      in respect of, the Preferred Securities then due and payable.




(b)  In
      the
      case of the occurrence of any Event of Default, the Holders of the Common
      Securities shall have no right to act with respect to any such Event of Default
      under this Trust Agreement until all such Events of Default with respect to
      the
      Preferred Securities have been cured, waived or otherwise eliminated. Until
      all
      such Events of Default under this Trust Agreement with respect to the Preferred
      Securities have been so cured, waived or otherwise eliminated, the Property
      Trustee shall act solely on behalf of the Holders of the Preferred Securities
      and not on behalf of the Holders of the Common Securities, and only the Holders
      of a Majority in Liquidation Amount of the Preferred Securities will have the
      right to direct the Property Trustee to act on their behalf.




20


SECTION
      4.4.  Payment
      Procedures.




Payments
      of Distributions (including any Additional Interest Amounts), the Redemption
      Price, Liquidation Amount or any other amounts in respect of the Preferred
      Securities shall be made by wire transfer at such place and to such account
      at a
      banking institution in the United States as may be designated in writing at
      least ten (10) Business Days prior to the date for payment by the Person
      entitled thereto unless proper written transfer instructions have not been
      received by the relevant record date, in which case such payments shall be
      made
      by check mailed to the address of such Person as such address shall appear
      in
      the Securities Register.  If any Preferred Securities are held by a
      Depositary, such Distributions thereon shall be made to the Depositary in
      immediately available funds. Payments in respect of the Common Securities shall
      be made in such manner as shall be mutually agreed between the Property Trustee
      and the Holder of all the Common Securities.




SECTION
      4.5.  Withholding
      Tax.




The
      Trust
      and the Administrative Trustees shall comply with all withholding and backup
      withholding tax requirements under United States federal, state and local
      law.  The Administrative Trustees on behalf of the Trust shall
      request, and the Holders shall provide to the Trust, such forms or certificates
      as are necessary to establish an exemption from withholding and backup
      withholding tax with respect to each Holder and any representations and forms
      as
      shall reasonably be requested by the Administrative Trustees on behalf of the
      Trust to assist it in determining the extent of, and in fulfilling, its
      withholding and backup withholding tax obligations.  The
      Administrative Trustees shall file required forms with applicable jurisdictions
      and, unless an exemption from withholding and backup withholding tax is properly
      established by a Holder, shall remit amounts withheld with respect to the Holder
      to applicable jurisdictions.  To the extent that the Trust is required
      to withhold and pay over any amounts to any jurisdiction with respect to
      Distributions or allocations to any Holder, the amount withheld shall be deemed
      to be a Distribution in the amount of the withholding to the
      Holder.  In the event of any claimed overwithholding, Holders shall be
      limited to an action against the applicable jurisdiction.  If the
      amount required to be withheld was not withheld from actual Distributions made,
      the Administrative Trustees on behalf of the Trust may reduce subsequent
      Distributions by the amount of such required withholding.




SECTION
      4.6.  Tax
      Returns and Other Reports.




(a)  The
      Administrative Trustees shall prepare (or cause to be prepared) at the principal
      office of the Trust in the United States, as defined for purposes of Treasury
      regulations section 301.7701-7, at the Depositor’s expense, and file, all United
      States federal, state and local tax and information returns and reports required
      to be filed by or in respect of the Trust.  The Administrative
      Trustees shall prepare at the principal office of the Trust in the United
      States, as defined for purposes of Treasury regulations section 301.7701-7,
      and
      furnish (or cause to be prepared and furnished), by January 31 in each taxable
      year of the Trust to each Holder all Internal Revenue Service forms and returns
      required to be provided by the Trust. The Administrative Trustees shall provide
      the Depositor and the Property Trustee with a copy of all such returns and
      reports promptly after such filing or furnishing.




21


(b)  So
      long
      as the Property Trustee is the holder of the Notes, the Administrative Trustees
      will cause the Depositor’s reports on Form FR Y-9C to be delivered to the
      Property Trustee promptly following their filing with the Federal
      Reserve.




SECTION
      4.7.  Payment
      of Taxes, Duties, Etc. of the Trust.




Upon
      receipt under the Notes of Additional Tax Sums and upon the written direction
      of
      the Administrative Trustees, the Property Trustee shall promptly pay, solely
      out
      of monies on deposit pursuant to this Trust Agreement, any Additional Taxes
      imposed on the Trust by the United States or any other taxing
      authority.




SECTION
      4.8.  Payments
      under Indenture or Pursuant to Direct Actions.




Any
      amount payable hereunder to any Holder of Preferred Securities shall be reduced
      by the amount of any corresponding payment such Holder (or any Owner with
      respect thereto) has directly received pursuant to Section 5.8 of the
      Indenture or Section 6.10(b) of this Trust Agreement.




SECTION
      4.9.  Exchanges.




(a)  If
      at any
      time the Depositor or any of its Affiliates (in either case, a “Depositor
      Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor
      Affiliate shall have the right to deliver to the Property Trustee all or such
      portion of its Preferred Securities as it elects and receive, in exchange
      therefor, a Like Amount of Notes.  Such election (i) shall be
      exercisable effective on any Distribution Date by such Depositor Affiliate
      delivering to the Property Trustee a written notice of such election specifying
      the Liquidation Amount of Preferred Securities with respect to which such
      election is being made and the Distribution Date on which such exchange shall
      occur, which Distribution Date shall be not less than ten (10) Business Days
      after the date of receipt by the Property Trustee of such election notice and
      (ii) shall be conditioned upon such Depositor Affiliate having delivered or
      caused to be delivered to the Property Trustee or its designee the Preferred
      Securities that are the subject of such election by 10:00 A.M. New York time,
      on
      the Distribution Date on which such exchange is to occur.  After the
      exchange, such Preferred Securities will be canceled and will no longer be
      deemed to be Outstanding and all rights of the Depositor Affiliate with respect
      to such Preferred Securities will cease.




(b)  In
      the
      case of an exchange described in Section 4.9(a), the Property Trustee on
      behalf of the Trust will, on the date of such exchange, exchange Notes having
      a
      principal amount equal to a proportional amount of the aggregate Liquidation
      Amount of the Outstanding Common Securities, based on the ratio of the aggregate
      Liquidation Amount of the Preferred Securities exchanged pursuant to Section
      4.9(a) divided by the aggregate Liquidation Amount of the Preferred
      Securities Outstanding immediately prior to such exchange, for such proportional
      amount of Common Securities held by the Depositor (which contemporaneously
      shall
      be canceled and no longer be deemed to be Outstanding); provided, that the
      Depositor delivers or causes to be delivered to the Property Trustee or its
      designee the required amount of Common Securities to be exchanged by 10:00
      A.M.
      New York time, on the Distribution Date on which such exchange is to
      occur.




22


SECTION
      4.10.  Calculation
      Agent.




(a)  The
      Property Trustee shall initially, and for so long as it holds any of the Notes,
      be the Calculation Agent for purposes of determining LIBOR for each Distribution
      Date.  The Calculation Agent may be removed by the Administrative
      Trustees at any time.  If the Calculation Agent is unable or unwilling
      to act as such or is removed by the Administrative Trustees, the Administrative
      Trustees will promptly appoint as a replacement Calculation Agent the London
      office of a leading bank which is engaged in transactions in three-month
      Eurodollar deposits in the international Eurodollar market and which does not
      control or is not controlled by or under common control with the Administrative
      Trustees or their Affiliates.  The Calculation Agent may not resign
      its duties without a successor having been duly appointed.




(b)  The
      Calculation Agent shall be required to agree that, as soon as possible after
      11:00 a.m. (London time) on each LIBOR Determination Date, but in no event
      later
      than 11:00 a.m. (London time) on the Business Day immediately following each
      LIBOR Determination Date, the Calculation Agent will calculate the distribution
      rate (rounded to the nearest cent, with half a cent being rounded upwards)
      for
      the related Distribution Date, and will communicate such rate and amount to
      the
      Depositor, Trustee, each Paying Agent and the Depositary. The Calculation Agent
      will also specify to the Administrative Trustees the quotations upon which
      the
      foregoing rates and amounts are based and, in any event, the Calculation Agent
      shall notify the Administrative Trustees before 5:00 p.m. (London time) on
      each
      LIBOR Determination Date that either:  (i) it has determined or is in
      the process of determining the foregoing rates and amounts or (ii) it has not
      determined and is not in the process of determining the foregoing rates and
      amounts, together with its reasons therefor.  The Calculation Agent’s
      determination of the foregoing rates and amounts for any Distribution Date
      will
      (in the absence of manifest error) be final and binding upon all
      parties.  For the sole purpose of calculating the distribution rate
      for the Trust Securities, “Business Day” shall be defined as any day on which
      dealings in deposits in Dollars are transacted in the London interbank
      market.




SECTION
      4.11.  Certain
      Accounting Matters.




(a)  At
      all
      times during the existence of the Trust, the Administrative Trustees shall
      keep,
      or cause to be kept at the principal office of the Trust in the United States,
      as defined for purposes of Treasury Regulations section 301.7701-7, full books
      of account, records and supporting documents, which shall reflect in reasonable
      detail each transaction of the Trust.  The books of account shall be
      maintained on the accrual method of accounting, in accordance with generally
      accepted accounting principles, consistently applied.




(b)  The
      Administrative Trustees shall either (i), if the Depositor is then subject
      to
      such reporting requirements, cause each Form 10-K and Form 10-Q prepared by
      the
      Depositor and filed with the Commission in accordance with the Exchange Act
      to
      be delivered to each Holder, with a copy to the Property Trustee, within thirty
      (30) days after the filing thereof or (ii) cause to be prepared at the principal
      office of the Trust in the United States, as defined for purposes of Treasury
      Regulations section 301.7701-7, and delivered to each of the Holders, with
      a
      copy to the Property Trustee, within ninety (90) days after the end of each
      Fiscal Year, annual financial statements of the Trust, including a balance
      sheet
      of the Trust as of the end of such Fiscal Year, and the related statements
      of
      income or loss.




23


(c)  The
      Trust
      shall maintain one or more bank accounts in the United States, as defined for
      purposes of Treasury Regulations section 301.7701-7, in the name and for the
      sole benefit of the Trust; provided, however, that all payments of
      funds in respect of the Notes held by the Property Trustee shall be made
      directly to the Payment Account and no other funds of the Trust shall be
      deposited in the Payment Account.  The sole signatories for such
      accounts (including the Payment Account) shall be designated by the Property
      Trustee.




ARTICLE
      V.




SECURITIES




SECTION
      5.1.  Initial
      Ownership.




Upon
      the
      creation of the Trust and the contribution by the Depositor referred to in
      Section 2.3 and until the issuance of the Trust Securities, and at any
      time during which no Trust Securities are Outstanding, the Depositor shall
      be
      the sole beneficial owner of the Trust.




SECTION
      5.2.  Authorized
      Trust Securities.




The
      Trust
      shall be authorized to issue one series of Preferred Securities having an
      aggregate Liquidation Amount of $56,000,000 and one series of Common Securities
      having an aggregate Liquidation Amount of $1,732,000.




SECTION
      5.3.  Issuance
      of the Common Securities; Subscription and Purchase of Notes.




On
      the
      Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute
      and deliver to the Depositor Common Securities Certificates, registered in
      the
      name of the Depositor, evidencing an aggregate of 1,732 Common Securities having
      an aggregate Liquidation Amount of $1,732,000, against receipt by the Trust
      of
      the aggregate purchase price of such Common Securities of $1,732,000.
      Contemporaneously therewith and with the sale by the Trust to the Holders of
      an
      aggregate of 56,000 Preferred Securities having an aggregate Liquidation Amount
      of $56,000,000, an Administrative Trustee, on behalf of the Trust, shall
      subscribe for and purchase from the Depositor Notes, to be registered in the
      name of the Property Trustee on behalf of the Trust and having an aggregate
      principal amount equal to $57,732,000, and, in satisfaction of the purchase
      price for such Notes, the Property Trustee, on behalf of the Trust, shall
      deliver to the Depositor the sum of $57,732,000 (being the aggregate amount
      paid
      by the Holders for the Preferred Securities and the amount paid by the Depositor
      for the Common Securities).




SECTION
      5.4.  The
      Securities Certificates.




(a)  The
      Preferred Securities Certificates shall be issued in minimum denominations
      of
      $100,000 Liquidation Amount and integral multiples of $1,000 in excess thereof,
      and the Common Securities Certificates shall be issued in minimum denominations
      of $10,000 Liquidation Amount and integral multiples of $1,000 in excess
      thereof.  The Securities Certificates shall be executed on behalf of
      the Trust by manual or facsimile signature of at least one Administrative
      Trustee.  Securities Certificates bearing the signatures of
      individuals who




24
 were,
        at
        the time when such signatures shall have been affixed, authorized to sign
        such
        Securities Certificates on behalf of the Trust shall be validly issued and
        entitled to the benefits of this Trust Agreement, notwithstanding that such
        individuals or any of them shall have ceased to be so authorized prior to
        the
        delivery of such Securities Certificates or did not have such authority at
        the
        date of delivery of such Securities Certificates.




(b)  On
      the
      Closing Date, upon the written order of an authorized officer of the Depositor,
      the Administrative Trustees shall cause Securities Certificates to be executed
      on behalf of the Trust and delivered, without further corporate action by the
      Depositor, in authorized denominations.




(c)  The
      Preferred Securities issued to QIBs shall be, except as provided in
Section 5.6, Book-Entry Preferred Securities issued in the form of
      one or more Global Preferred Securities registered in the name of the
      Depositary, or its nominee and deposited with the Depositary or a custodian
      for
      the Depositary for credit by the Depositary to the respective accounts of the
      Depositary Participants thereof (or such other accounts as they may
      direct).  The Preferred Securities issued to a Person other than a QIB
      shall be issued in the form of Definitive Preferred Securities
      Certificate.




(d)  A
      Preferred Security shall not be valid until authenticated by the manual
      signature of an Authorized Officer of the Property Trustee.  Such
      signature shall be conclusive evidence that the Preferred Security has been
      authenticated under this Trust Agreement.  Upon written order of the
      Trust signed by one Administrative Trustee, the Property Trustee shall
      authenticate the Preferred Securities for original issue.  The
      Property Trustee may appoint an authenticating agent that is a U.S. Person
      acceptable to the Trust to authenticate the Preferred Securities.  A
      Common Security need not be so authenticated and shall be valid upon execution
      by one or more Administrative Trustees.  The form of this certificate
      of authentication can be found in Section 5.13.




SECTION
      5.5.  Rights
      of
      Holders.




The
      Trust
      Securities shall have no preemptive or similar rights and when issued and
      delivered to Holders against payment of the purchase price therefor will be
      fully paid and non-assessable by the Trust.  Except as provided in
Section 5.11(b), the Holders of the Trust Securities, in their capacities
      as such, shall be entitled to the same limitation of personal liability extended
      to stockholders of private corporations for profit organized under the General
      Corporation Law of the State of Delaware.




SECTION
      5.6.  Book-Entry
      Preferred Securities.




(a)  A
      Global
      Preferred Security may be exchanged, in whole or in part, for Definitive
      Preferred Securities Certificates registered in the names of the Owners only
      if
      such exchange complies with Section 5.7 and (i) the Depositary advises
      the Administrative Trustees and the Property Trustee in writing that the
      Depositary is no longer willing or able properly to discharge its
      responsibilities with respect to the Global Preferred Security, and no qualified
      successor is appointed by the Administrative Trustees within ninety (90) days
      of
      receipt of such notice, (ii) the Depositary ceases to be a clearing agency
      registered under the Exchange Act and the




25
 Administrative
        Trustees fail to appoint a qualified successor within ninety (90) days of
        obtaining knowledge of such event, (iii) the Administrative Trustees at their
        option advise the Property Trustee in writing that the Trust elects to terminate
        the book-entry system through the Depositary or (iv) a Note Event of Default
        has
        occurred and is continuing. Upon the occurrence of any event specified in
        clause
        (i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify
        the
        Depositary and instruct the Depositary to notify all Owners of Book-Entry
        Preferred Securities, the Delaware Trustee and the Property Trustee of the
        occurrence of such event and of the availability of the Definitive Preferred
        Securities Certificates to Owners of the Preferred Securities requesting
        the
        same. Upon the issuance of Definitive Preferred Securities Certificates,
        the
        Trustees shall recognize the Holders of the Definitive Preferred Securities
        Certificates as Holders.  Notwithstanding the foregoing, if an Owner
        of a beneficial interest in a Global Preferred Security wishes at any time
        to
        transfer an interest in such Global Preferred Security to a Person other
        than a
        QIB, such transfer shall be effected, subject to the Applicable Depositary
        Procedures, in accordance with the provisions of this Section 5.6 and
Section 5.7, and the transferee shall receive a Definitive Preferred
        Securities Certificate in connection with such transfer.  A holder of
        a Definitive Preferred Securities Certificate that is a QIB may, upon request,
        and in accordance with the provisions of this Section 5.6 and Section
        5.7, exchange such Definitive Preferred Securities Certificate for a
        beneficial interest in a Global Preferred Security.




(b)  If
      any
      Global Preferred Security is to be exchanged for Definitive Preferred Securities
      Certificates or canceled in part, or if any Definitive Preferred Securities
      Certificate is to be exchanged in whole or in part for any Global Preferred
      Security, then either (i) such Global Preferred Security shall be so surrendered
      for exchange or cancellation as provided in this Article V or (ii)
      the aggregate Liquidation Amount represented by such Global Preferred Security
      shall be reduced, subject to Section 5.4, or increased by an amount equal
      to the Liquidation Amount represented by that portion of the Global Preferred
      Security to be so exchanged or canceled, or equal to the Liquidation Amount
      represented by such Definitive Preferred Securities Certificates to be so
      exchanged for any Global Preferred Security, as the case may be, by means of
      an
      appropriate adjustment made on the records of the Securities Registrar,
      whereupon the Property Trustee, in accordance with the Applicable Depositary
      Procedures, shall instruct the Depositary or its authorized representative
      to
      make a corresponding adjustment to its records. Upon any such surrender to
      the
      Administrative Trustees or the Securities Registrar of any Global Preferred
      Security or Securities by the Depositary, accompanied by registration
      instructions, the Administrative Trustees, or any one of them, shall execute
      the
      Definitive Preferred Securities Certificates in accordance with the instructions
      of the Depositary.  None of the Securities Registrar or the Trustees
      shall be liable for any delay in delivery of such instructions and may
      conclusively rely on, and shall be fully protected in relying on, such
      instructions.




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




(d)  The
      Depositary or its nominee, as registered owner of a Global Preferred Security,
      shall be the Holder of such Global Preferred Security for all purposes under
      this Trust




26
 Agreement
        and the Global Preferred Security, and Owners with respect to a Global Preferred
        Security shall hold such interests pursuant to the Applicable Depositary
        Procedures. The Securities Registrar and the Trustees shall be entitled to
        deal
        with the Depositary for all purposes of this Trust Agreement relating to
        the
        Global Preferred Securities (including the payment of the Liquidation Amount
        of
        and Distributions on the Book-Entry Preferred Securities represented thereby
        and
        the giving of instructions or directions by Owners of Book-Entry Preferred
        Securities represented thereby and the giving of notices) as the sole Holder
        of
        the Book-Entry Preferred Securities represented thereby and shall have no
        obligations to the Owners thereof.  None of the Trustees nor the
        Securities Registrar shall have any liability in respect of any transfers
        effected by the Depositary.




(e)  The
      rights of the Owners of the Book-Entry Preferred Securities shall be exercised
      only through the Depositary and shall be limited to those established by law,
      the Applicable Depositary Procedures and agreements between such Owners and
      the
      Depositary and/or the Depositary Participants; provided, solely for the purpose
      of determining whether the Holders of the requisite amount of Preferred
      Securities have voted on any matter provided for in this Trust Agreement, to
      the
      extent that Preferred Securities are represented by a Global Preferred Security,
      the Trustees may conclusively rely on, and shall be fully protected in relying
      on, any written instrument (including a proxy) delivered to the Property Trustee
      by the Depositary setting forth the Owners’ votes or assigning the right to vote
      on any matter to any other Persons either in whole or in part.  To the
      extent that Preferred Securities are represented by a Global Preferred Security,
      the initial Depositary will make book-entry transfers among the Depositary
      Participants and receive and transmit payments on the Preferred Securities
      that
      are represented by a Global Preferred Security to such Depositary Participants,
      and none of the Depositor or the Trustees shall have any responsibility or
      obligation with respect thereto.




(f)  To
      the
      extent that a notice or other communication to the Holders is required under
      this Trust Agreement, for so long as Preferred Securities are represented by
      a
      Global Preferred Security, the Trustees shall give all such notices and
      communications to the Depositary, and shall have no obligations to the
      Owners.




SECTION
      5.7.  Registration
      of Transfer and Exchange of Preferred Securities Certificates.




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




(b)  Upon
      surrender for registration of transfer of any Preferred Securities Certificate
      at the office or agency maintained pursuant to Section 5.7(f), the
      Administrative Trustees or any one of them shall execute by manual or facsimile
      signature and deliver to the Property Trustee, and the Property Trustee shall
      authenticate and deliver, in the name of the designated transferee




27
 or
        transferees, one or more new Preferred Securities Certificates in authorized
        denominations of a like aggregate Liquidation Amount as may be required by
        this
        Trust Agreement dated the date of execution by such Administrative Trustee
        or
        Trustees.  At the option of a Holder, Preferred Securities
        Certificates may be exchanged for other Preferred Securities Certificates
        in
        authorized denominations and of a like aggregate Liquidation Amount upon
        surrender of the Preferred Securities Certificate to be exchanged at the
        office
        or agency maintained pursuant to Section 5.7(f).  Whenever
        any Preferred Securities Certificates are so surrendered for exchange, the
        Administrative Trustees or any one of them shall execute by manual or facsimile
        signature and deliver to the Property Trustee, and the Property Trustee shall
        authenticate and deliver, the Preferred Securities Certificates that the
        Holder
        making the exchange is entitled to receive.




(c)  The
      Securities Registrar shall not be required, (i) to issue, register the transfer
      of or exchange any Preferred Security during a period beginning at the opening
      of business fifteen (15) days before the day of selection for redemption of
      such
      Preferred Securities pursuant to Article IV and ending at the close of
      business on the day of mailing of the notice of redemption or (ii) to register
      the transfer of or exchange any Preferred Security so selected for redemption
      in
      whole or in part, except, in the case of any such Preferred Security to be
      redeemed in part, any portion thereof not to be redeemed.




(d)  Every
      Preferred Securities Certificate presented or surrendered for registration
      of
      transfer or exchange shall be duly endorsed, or be accompanied by a written
      instrument of transfer in form satisfactory to the Securities Registrar duly
      executed by the Holder or such Holder’s attorney duly authorized in writing and
      (i) if such Preferred Securities Certificate is being transferred otherwise
      than
      to a QIB, accompanied by a certificate of the transferee substantially in the
      form set forth as Exhibit E hereto or (ii) if such Preferred Securities
      Certificate is being transferred to a QIB, accompanied by a certificate of
      the
      transferor substantially in the form set forth as Exhibit F
      hereto.




(e)  No
      service charge shall be made for any registration of transfer or exchange of
      Preferred Securities Certificates, but the Property Trustee on behalf of the
      Trust may require payment of a sum sufficient to cover any tax or governmental
      charge that may be imposed in connection with any transfer or exchange of
      Preferred Securities Certificates.




(f)  The
      Administrative Trustees shall designate an office or offices or agency or
      agencies where Preferred Securities Certificates may be surrendered for
      registration of transfer or exchange, and initially designate the Corporate
      Trust Office as its office and agency for such purposes. The Administrative
      Trustees shall give prompt written notice to the Depositor, the Property Trustee
      and to the Holders of any change in the location of any such office or
      agency.




SECTION
      5.8.  Mutilated,
      Destroyed, Lost or Stolen Securities Certificates.




(a)  If
      any
      mutilated Securities Certificate shall be surrendered to the Securities
      Registrar together with such security or indemnity as may be required by the
      Securities Registrar and the Administrative Trustees to save each of them
      harmless, the Administrative Trustees, or any one of them, on behalf of the
      Trust, shall execute and make available for delivery in exchange therefor a
      new
      Securities Certificate of like class, tenor and denomination.




28


(b)  If
      the
      Securities Registrar shall receive evidence to its satisfaction of the
      destruction, loss or theft of any Securities Certificate and there shall be
      delivered to the Securities Registrar and the Administrative Trustees such
      security or indemnity as may be required by them to save each of them harmless,
      then in the absence of notice that such Securities Certificate shall have been
      acquired by a protected purchaser, the Administrative Trustees, or any one
      of
      them, on behalf of the Trust, shall execute and make available for delivery,
      and, with respect to Preferred Securities, the Property Trustee shall
      authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
      Securities Certificate, a new Securities Certificate of like class, tenor and
      denomination.




(c)  In
      connection with the issuance of any new Securities Certificate under this
Section 5.8, the Administrative Trustees or the Securities Registrar may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in connection therewith.




(d)  Any
      duplicate Securities Certificate issued pursuant to this Section 5.8
      shall constitute conclusive evidence of an undivided beneficial interest in
      the
      assets of the Trust corresponding to that evidenced by the mutilated, lost,
      stolen or destroyed Securities Certificate, as if originally issued, whether
      or
      not the lost, stolen or destroyed Securities Certificate shall be found at
      any
      time.




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




(f)  The
      provisions of this Section 5.8 are exclusive and shall preclude (to the
      extent lawful) all other rights and remedies with respect to the replacement
      of
      mutilated, destroyed, lost or stolen Securities Certificates.




SECTION
      5.9.  Persons
      Deemed Holders.




The
      Trustees and the Securities Registrar shall each treat the Person in whose
      name
      any Securities Certificate shall be registered in the Securities Register as
      the
      owner of such Securities Certificate for the purpose of receiving Distributions
      and for all other purposes whatsoever, and none of the Trustees and the
      Securities Registrar shall be bound by any notice to the contrary.




SECTION
      5.10.  Cancellation.




All
      Preferred Securities Certificates surrendered for registration of transfer
      or
      exchange or for payment shall, if surrendered to any Person other than the
      Property Trustee, be delivered to the Property Trustee, and any such Preferred
      Securities Certificates and Preferred Securities Certificates surrendered
      directly to the Property Trustee for any such purpose shall be promptly canceled
      by it.  The Administrative Trustees may at any time deliver to the
      Property Trustee for cancellation any Preferred Securities Certificates
      previously delivered hereunder that the Administrative Trustees may have
      acquired in any manner whatsoever, and all Preferred Securities Certificates
      so
      delivered shall be promptly canceled by the Property Trustee.  No
      Preferred Securities Certificates shall be executed and delivered in lieu of
      or
      in exchange for any Preferred Securities Certificates canceled as provided
      in
      this Section 5.10, except as expressly




29
 permitted
        by this Trust Agreement.  All canceled Preferred Securities
        Certificates shall be disposed of by the Property Trustee in accordance with
        its
        customary practices and the Property Trustee shall deliver to the Administrative
        Trustees a certificate of such disposition.




SECTION
      5.11.  Ownership
      of Common Securities by Depositor.




(a)  On
      the
      Closing Date, the Depositor shall acquire, and thereafter shall retain,
      beneficial and record ownership of the Common Securities. Neither the Depositor
      nor any successor Holder of the Common Securities may transfer less than all
      the
      Common Securities, and the Depositor or any such successor Holder may transfer
      the Common Securities only (i) in connection with a consolidation or merger
      of
      the Depositor into another Person, or any conveyance, transfer or lease by
      the
      Depositor of its properties and assets substantially as an entirety to any
      Person (in which event such Common Securities will be transferred to such
      surviving entity, transferee or lessee, as the case may be), pursuant to
Section 8.1 of the Indenture or (ii) to the Depositor or an Affiliate of
      the Depositor, in each such case in compliance with applicable law (including
      the Securities Act, and applicable state securities and blue sky laws). To
      the
      fullest extent permitted by law, any attempted transfer of the Common Securities
      other than as set forth in the immediately preceding sentence shall be void.
      The
      Administrative Trustees shall cause each Common Securities Certificate issued
      to
      the Depositor to contain a legend stating substantially “THIS CERTIFICATE IS NOT
      TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
      TRUST AGREEMENT.”




(b)  Any
      Holder of the Common Securities shall be liable for the debts and obligations
      of
      the Trust in the manner and to the extent set forth herein with respect to
      the
      Depositor and agrees that it shall be subject to all liabilities to which the
      Depositor may be subject and, prior to becoming such a Holder, shall deliver
      to
      the Administrative Trustees an instrument of assumption satisfactory to such
      Trustees.




SECTION
      5.12.  Restricted
      Legends.




(a)  Each
      Preferred Security Certificate shall bear a legend in substantially the
      following form:




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




30


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




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




THE
      HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
      THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES
      MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST OR THE
      DEPOSITOR, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
      “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
      (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
      ITS
      OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” 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, (IV) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION
      FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE
      TRUST
      AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF
      ANY
      PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
      ABOVE.




31


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




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




32


THIS
      OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
      AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
      CORPORATION (THE “FDIC”).”




(b)  The
      above
      legend shall not be removed from any of the Preferred Securities Certificates
      unless there is delivered to the Property Trustee and the Depositor satisfactory
      evidence, which may include an opinion of counsel, as may be reasonably required
      to ensure that any future transfers thereof may be made without restriction
      under the provisions of the Securities Act and other applicable
      law.  Upon provision of such satisfactory evidence, one or more of the
      Administrative Trustees on behalf of the Trust shall execute and deliver to
      the
      Property Trustee, and the Property Trustee shall deliver, at the written
      direction of the Administrative Trustees and the Depositor, Preferred Securities
      Certificates that do not bear the legend.




SECTION
      5.13.  Form
      of
      Certificate of Authentication.




The  Property
      Trustee’s certificate of authentication shall be in substantially the following
      form:




This
      is
      one of the Preferred Securities referred to in the within-mentioned Trust
      Agreement.






Dated:
            WILMINGTON
                TRUST COMPANY, not in its individual capacity, but solely as Property
                Trustee
              By:      ________________________________
              Authorized
                officer






ARTICLE
      VI.




MEETINGS;
      VOTING;
      ACTSOF
      HOLDERS




SECTION
      6.1.  Notice
      of
      Meetings.




Notice
      of
      all meetings of the Holders of the Preferred Securities, stating the time,
      place
      and purpose of the meeting, shall be given by the Property Trustee pursuant
      to
Section 11.8 to each Holder of Preferred Securities, at such Holder’s
      registered address, at least fifteen (15) days and not more than ninety (90)
      days before the meeting. At any such meeting, any business properly before
      the
      meeting may be so considered whether or not stated in the notice of the meeting.
      Any adjourned meeting may be held as adjourned without further
      notice.




SECTION
      6.2.  Meetings
      of Holders of the Preferred Securities.




(a)  No
      annual
      meeting of Holders is required to be held. The Property Trustee, however, shall
      call a meeting of the Holders of the Preferred Securities to vote on any
      matter




33
 upon
        the
        written request of the Holders of at least twenty five percent (25%) in
        aggregate Liquidation Amount of the Outstanding Preferred Securities and
        the
        Administrative Trustees or the Property Trustee may, at any time in their
        discretion, call a meeting of the Holders of the Preferred Securities to
        vote on
        any matters as to which such Holders are entitled to vote.




(b)  The
      Holders of at least a Majority in Liquidation Amount of the Preferred
      Securities, present in person or by proxy, shall constitute a quorum at any
      meeting of the Holders of the Preferred Securities.




(c)  If
      a
      quorum is present at a meeting, an affirmative vote by the Holders present,
      in
      person or by proxy, holding Preferred Securities representing at least a
      Majority in Liquidation Amount of the Preferred Securities held by the Holders
      present, either in person or by proxy, at such meeting shall constitute the
      action of the Holders of the Preferred Securities, unless this Trust Agreement
      requires a lesser or greater number of affirmative votes.




SECTION
      6.3.  Voting
      Rights.




Holders
      shall be entitled to one vote for each $10,000 of Liquidation Amount represented
      by their Outstanding Trust Securities in respect of any matter as to which
      such
      Holders are entitled to vote.




SECTION
      6.4.  Proxies.




At
      any
      meeting of Holders, any Holder entitled to vote thereat may vote by proxy,
      provided, that no proxy shall be voted at any meeting unless it shall have
      been
      placed on file with the Administrative Trustees, or with such other officer
      or
      agent of the Trust as the Administrative Trustees may direct, for verification
      prior to the time at which such vote shall be taken. Pursuant to a resolution
      of
      the Property Trustee, proxies may be solicited in the name of the Property
      Trustee or one or more officers of the Property Trustee. Only Holders of record
      shall be entitled to vote. When Trust Securities are held jointly by several
      Persons, any one of them may vote at any meeting in person or by proxy in
      respect of such Trust Securities, but if more than one of them shall be present
      at such meeting in person or by proxy, and such joint owners or their proxies
      so
      present disagree as to any vote to be cast, such vote shall not be received
      in
      respect of such Trust Securities. A proxy purporting to be executed by or on
      behalf of a Holder shall be deemed valid unless challenged at or prior to its
      exercise, and the burden of proving invalidity shall rest on the challenger.
      No
      proxy shall be valid more than three years after its date of
      execution.




SECTION
      6.5.  Holder
      Action by Written Consent.




Any
      action that may be taken by Holders at a meeting may be taken without a meeting
      and without prior notice if Holders holding at least a Majority in Liquidation
      Amount of all Preferred Securities entitled to vote in respect of such action
      (or such lesser or greater proportion thereof as shall be required by any other
      provision of this Trust Agreement) shall consent to the action in writing;
      provided, that notice of such action is promptly provided to the Holders of
      Preferred Securities that did not consent to such action.  Any action
      that may be taken by the Holders of all the Common Securities may be taken
      without a meeting and without prior notice if such Holders shall consent to
      the
      action in writing.




34


SECTION
      6.6.  Record
      Date for Voting and Other Purposes.




Except
      as
      provided in Section 6.10(a), for the purposes of determining the Holders
      who are entitled to notice of and to vote at any meeting or to act by written
      consent, or to participate in any distribution on the Trust Securities in
      respect of which a record date is not otherwise provided for in this Trust
      Agreement, or for the purpose of any other action, the Administrative Trustees
      may from time to time fix a date, not more than ninety (90) days prior to the
      date of any meeting of Holders or the payment of a Distribution or other action,
      as the case may be, as a record date for the determination of the identity
      of
      the Holders of record for such purposes.




SECTION
      6.7.  Acts
      of
      Holders.




(a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Trust Agreement to be given, made or taken
      by Holders may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by an agent
      thereof duly appointed in writing; and, except as otherwise expressly provided
      herein, such action shall become effective when such instrument or instruments
      are delivered to an Administrative Trustee. Such instrument or instruments
      (and
      the action embodied therein and evidenced thereby) are herein sometimes referred
      to as the “Act” of the Holders signing such instrument or instruments. Proof of
      execution of any such instrument or of a writing appointing any such agent
      shall
      be sufficient for any purpose of this Trust Agreement and conclusive in favor
      of
      the Trustees, if made in the manner provided in this Section
      6.7.




(b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by a certificate
      of a
      notary public or other officer authorized by law to take acknowledgments of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Where such execution is by a signer
      acting in a capacity other than such signer’s individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of such signer’s
      authority. The fact and date of the execution of any such instrument or writing,
      or the authority of the Person executing the same, may also be proved in any
      other manner that any Trustee receiving the same deems sufficient.




(c)  The
      ownership of Trust Securities shall be proved by the Securities
      Register.




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




(e)  Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Trust Security may do so with regard to all or
      any
      part of the Liquidation Amount of such Trust Security or by one or more duly
      appointed agents each of




35
 which
        may
        do so pursuant to such appointment with regard to all or any part of such
        Liquidation Amount.




(f)  If
      any
      dispute shall arise among the Holders or the Trustees with respect to the
      authenticity, validity or binding nature of any request, demand, authorization,
      direction, notice, consent, waiver or other Act of such Holder or Trustee under
      this Article VI, then the determination of such matter by the Property
      Trustee shall be conclusive with respect to such matter.




SECTION
      6.8.  Inspection
      of Records.




Upon
      reasonable written notice to the Administrative Trustees and the Property
      Trustee, the records of the Trust shall be open to inspection by any Holder
      during normal business hours for any purpose reasonably related to such Holder’s
      interest as a Holder.




SECTION
      6.9.  Limitations
      on Voting Rights.




(a)  Except
      as
      expressly provided in this Trust Agreement and in the Indenture and as otherwise
      required by law, no Holder of Preferred Securities shall have any right to
      vote
      or in any manner otherwise control the administration, operation and management
      of the Trust or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the Securities Certificates, be
      construed so as to constitute the Holders from time to time as partners or
      members of an association.




(b)  So
      long
      as any Notes are held by the Property Trustee on behalf of the Trust, the
      Property Trustee shall not (i) direct the time, method and place of conducting
      any proceeding for any remedy available to the Note Trustee, or exercise any
      trust or power conferred on the Property Trustee with respect to the Notes,
      (ii)
      waive any past default that may be waived under Section 5.13 of the
      Indenture, (iii) exercise any right to rescind or annul a declaration that
      the
      principal of all the Notes shall be due and payable or (iv) consent to any
      amendment, modification or termination of the Indenture or the Notes, where
      such
      consent shall be required, without, in each case, obtaining the prior approval
      of the Holders of at least a Majority in Liquidation Amount of the Preferred
      Securities; provided, that where a consent under the Indenture would require
      the
      consent of each holder of Notes (or each Holder of Preferred Securities)
      affected thereby, no such consent shall be given by the Property Trustee without
      the prior written consent of each Holder of Preferred Securities. The Property
      Trustee shall not revoke any action previously authorized or approved by a
      vote
      of the Holders of the Preferred Securities, except by a subsequent vote of
      the
      Holders of the Preferred Securities.  In addition to obtaining the
      foregoing approvals of the Holders of the Preferred Securities, prior to taking
      any of the foregoing actions, the Property Trustee shall, at the expense of
      the
      Depositor, obtain an Opinion of Counsel experienced in such matters to the
      effect that such action shall not cause the Trust to be taxable as a corporation
      or classified as other than a grantor trust for United States federal income
      tax
      purposes.




(c)  If
      any
      proposed amendment to the Trust Agreement provides for, or the Trustees
      otherwise propose to effect, (i) any action that would adversely affect in
      any
      material respect the powers, preferences or special rights of the Preferred
      Securities, whether by way of amendment




36
 to
        the
        Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination
        of the Trust, other than pursuant to the terms of this Trust Agreement, then
        the
        Holders of Outstanding Preferred Securities as a class will be entitled to
        vote
        on such amendment or proposal and such amendment or proposal shall not be
        effective except with the approval of the Holders of at least a Majority
        in
        Liquidation Amount of the Preferred Securities. Notwithstanding any other
        provision of this Trust Agreement, no amendment to this Trust Agreement may
        be
        made if, as a result of such amendment, it would cause the Trust to be taxable
        as a corporation or classified as other than a grantor trust for United States
        federal income tax purposes.




SECTION
      6.10.  Acceleration
      of Maturity; Rescission of Annulment; Waivers of Past Defaults.




(a)  For
      so
      long as any Preferred Securities remain Outstanding, if, upon a Note Event
      of
      Default pursuant to paragraphs (c), (e) or (f) of Section 5.1 of the
      Indenture, the Note Trustee fails or the holders of not less than twenty five
      percent (25%) in principal amount of the outstanding Notes fail to declare
      the
      principal of all of the Notes to be immediately due and payable, the Holders
      of
      at least twenty-five percent (25%) in Liquidation Amount of the Preferred
      Securities then Outstanding shall have the right to make such declaration by
      a
      notice in writing to the Property Trustee, the Depositor and the Note
      Trustee.  At any time after a declaration of acceleration with respect
      to the Notes has been made and before a judgment or decree for payment of the
      money due has been obtained by the Note Trustee as provided in the Indenture,
      the Holders of at least a Majority in Liquidation Amount of the Preferred
      Securities, by written notice to the Property Trustee, the Depositor and the
      Note Trustee, may rescind and annul such declaration and its consequences
      if:




(i)  the
      Depositor has paid or deposited with the Note Trustee a sum sufficient to
      pay:




(A)  all
      overdue installments of interest on all of the Notes;




(B)  any
      accrued Additional Interest on all of the Notes;




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




(D)  all
      sums
      paid or advanced by the Note Trustee under the Indenture and the reasonable
      compensation, expenses, disbursements and advances of the Note Trustee, the
      Property Trustee and their agents and counsel; and




(ii)  all
      Note
      Events of Default, other than the non-payment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.13 of the Indenture.




Upon
      receipt by the Property Trustee of written notice requesting such an
      acceleration, or rescission and annulment thereof, by Holders of any part of
      the
      Preferred Securities, a record date shall be established for determining Holders
      of Outstanding Preferred Securities entitled to join in such notice, which
      record date shall be at the close of business on the day the
      Property




37
 Trustee
        receives such notice. The Holders on such record date, or their duly designated
        proxies, and only such Persons, shall be entitled to join in such notice,
        whether or not such Holders remain Holders after such record date; provided,
        that, unless such declaration of acceleration, or rescission and annulment,
        as
        the case may be, shall have become effective by virtue of the requisite
        percentage having joined in such notice prior to the day that is ninety (90)
        days after such record date, such notice of declaration of acceleration,
        or
        rescission and annulment, as the case may be, shall automatically and without
        further action by any Holder be canceled and of no further effect. Nothing
        in
        this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
        after expiration of such ninety (90)-day period, a new written notice of
        declaration of acceleration, or rescission and annulment thereof, as the
        case
        may be, that is identical to a written notice that has been canceled pursuant
        to
        the proviso to the preceding sentence, in which event a new record date shall
        be
        established pursuant to the provisions of this Section
        6.10(a).




(b)  For
      so
      long as any Preferred Securities remain Outstanding, to the fullest extent
      permitted by law and subject to the terms of this Trust Agreement and the
      Indenture, upon a Note Event of Default specified in paragraph (a), (b) or
      (c)
      of Section 5.1 of the Indenture, any Holder of Preferred Securities shall
      have the right to institute a proceeding directly against the Depositor,
      pursuant to Section 5.8 of the Indenture, for enforcement of payment to
      such Holder of any amounts payable in respect of Notes having an aggregate
      principal amount equal to the aggregate Liquidation Amount of the Preferred
      Securities of such Holder.  Except as set forth in
Section 6.10(a) and this Section 6.10(b), the Holders of
      Preferred Securities shall have no right to exercise directly any right or
      remedy available to the holders of, or in respect of, the Notes.




(c)  Notwithstanding
      paragraphs (a) and (b) of this Section 6.10, the Holders of at least a
      Majority in Liquidation Amount of the Preferred Securities may, on behalf of
      the
      Holders of all the Preferred Securities, waive any Note Event of Default, except
      any Note Event of Default arising from the failure to pay any principal of
      or
      any premium or interest on (including any Additional Interest) the Notes (unless
      such Note Event of Default has been cured and a sum sufficient to pay all
      matured installments of interest and all principal and premium on all Notes
      due
      otherwise than by acceleration has been deposited with the Note Trustee) or
      a
      Note Event of Default in respect of a covenant or provision that under the
      Indenture cannot be modified or amended without the consent of the holder of
      each outstanding Note.  Upon any such waiver, such Note Event of
      Default shall cease to exist and any Note Event of Default arising therefrom
      shall be deemed to have been cured for every purpose of the Indenture; but
      no
      such waiver shall affect any subsequent Note Event of Default or impair any
      right consequent thereon.




(d)  Notwithstanding
      paragraphs (a) and (b) of this Section 6.10, the Holders of at least a
      Majority in Liquidation Amount of the Preferred Securities may, on behalf of
      the
      Holders of all the Preferred Securities, waive any past Event of Default and
      its
      consequences.  Upon such waiver, any such Event of Default shall cease
      to exist, and any Event of Default arising therefrom shall be deemed to have
      been cured, for every purpose of this Trust Agreement, but no such waiver shall
      extend to any subsequent or other Event of Default or impair any right
      consequent thereon.




(e)  The
      Holders of a Majority in Liquidation Amount of the Preferred Securities shall
      have the right to direct the time, method and place of conducting any proceeding
      for any remedy available to the Property Trustee in respect of this Trust
      Agreement or the Notes or exercising




38
 any
        trust
        or power conferred upon the Property Trustee under this Trust Agreement;
        provided, that, subject to Sections 8.5 and 8.7, the Property
        Trustee shall have the right to decline to follow any such direction if the
        Property Trustee being advised by counsel determines that the action so directed
        may not lawfully be taken, or if the Property Trustee in good faith shall,
        by an
        officer or officers of the Property Trustee, determine that the proceedings
        so
        directed would be illegal or involve it in personal liability or be unduly
        prejudicial to the rights of Holders not party to such direction, and provided,
        further, that nothing in this Trust Agreement shall impair the right of the
        Property Trustee to take any action deemed proper by the Property Trustee
        and
        which is not inconsistent with such direction.




ARTICLE
      VII.




REPRESENTATIONSAND
      WARRANTIES




SECTION
      7.1.  Representations
      and Warranties of the Property Trustee and the Delaware Trustee.




The
      Property Trustee and the Delaware Trustee, each severally on behalf of and
      as to
      itself, hereby represents and warrants for the benefit of the Depositor and
      the
      Holders that:




(a)  the
      Property Trustee is a Delaware banking corporation, duly organized, validly
      existing and in good standing under the laws of the State of
      Delaware;




(b)  the
      Property Trustee has full corporate power, authority and legal right to execute,
      deliver and perform its obligations under this Trust Agreement and has taken
      all
      necessary action to authorize the execution, delivery and performance by it
      of
      this Trust Agreement;




(c)  the
      Delaware Trustee is a Delaware banking corporation, duly organized, validly
      existing and in good standing under the laws of the State of
      Delaware;




(d)  the
      Delaware Trustee has full corporate power, authority and legal right to execute,
      deliver and perform its obligations under this Trust Agreement and has taken
      all
      necessary action to authorize the execution, delivery and performance by it
      of
      this Trust Agreement;




(e)  this
      Trust Agreement has been duly authorized, executed and delivered by the Property
      Trustee and the Delaware Trustee and constitutes the legal, valid and binding
      agreement of each of the Property Trustee and the Delaware Trustee enforceable
      against each of them in accordance with its terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors’ rights generally
      and to general principles of equity;




(f)  the
      execution, delivery and performance of this Trust Agreement have been duly
      authorized by all necessary corporate or other action on the part of the
      Property Trustee and the Delaware Trustee and do not require any approval of
      stockholders of the Property Trustee and the Delaware Trustee and such
      execution, delivery and performance will not (i) violate the Certificate of
      Incorporation or By-laws of the Property Trustee or the Delaware Trustee or
      (ii)
      violate any applicable law, governmental rule or regulation of the United States
      or the State of Delaware, as the case may be, governing the banking, trust
      or
      general powers of the Property




39
 Trustee
        or the Delaware Trustee or any order, judgment or decree applicable to the
        Property Trustee or the Delaware Trustee;




(g)  neither
      the authorization, execution or delivery by the Property Trustee or the Delaware
      Trustee of this Trust Agreement nor the consummation of any of the transactions
      by the Property Trustee or the Delaware Trustee contemplated herein requires
      the
      consent or approval of, the giving of notice to, the registration with or the
      taking of any other action with respect to any governmental authority or agency
      under any existing law of the United States or the State of Delaware governing
      the banking, trust or general powers of the Property Trustee or the Delaware
      Trustee, as the case may be; and




(h)  to
      the
      best of each of the Property Trustee’s and the Delaware Trustee’s knowledge,
      there are no proceedings pending or threatened against or affecting the Property
      Trustee or the Delaware Trustee in any court or before any governmental
      authority, agency or arbitration board or tribunal that, individually or in
      the
      aggregate, would materially and adversely affect the Trust or would question
      the
      right, power and authority of the Property Trustee or the Delaware Trustee,
      as
      the case may be, to enter into or perform its obligations as one of the Trustees
      under this Trust Agreement.




SECTION
      7.2.  Representations
      and Warranties of Depositor.




The
      Depositor hereby represents and warrants for the benefit of the Holders
      that:




(a)  the
      Depositor is a corporation duly organized, validly existing and in good standing
      under the laws of its state of incorporation;




(b)  the
      Depositor has full corporate power, authority and legal right to execute,
      deliver and perform its obligations under this Trust Agreement and has taken
      all
      necessary action to authorize the execution, delivery and performance by it
      of
      this Trust Agreement;




(c)  this
      Trust Agreement has been duly authorized, executed and delivered by the
      Depositor and constitutes the legal, valid and binding agreement of the
      Depositor enforceable against the Depositor in accordance with its terms,
      subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors’ rights generally and to general principles of equity;




(d)  the
      Securities Certificates issued at the Closing Date on behalf of the Trust have
      been duly authorized and will have been duly and validly executed, issued and
      delivered by the applicable Trustees pursuant to the terms and provisions of,
      and in accordance with the requirements of, this Trust Agreement and the Holders
      will be, as of such date, entitled to the benefits of this Trust
      Agreement;




(e)  the
      execution, delivery and performance of this Trust Agreement have been duly
      authorized by all necessary corporate or other action on the part of the
      Depositor and do not require any approval of stockholders of the Depositor
      and
      such execution, delivery and performance will not (i) violate the articles
      or
      certificate of incorporation or by-laws (or other organizational documents)
      of
      the Depositor or (ii) violate any applicable law, governmental rule or
      regulation governing the Depositor or any material portion of its property
      or
      any order, judgment or decree applicable to the Depositor or any material
      portion of its property;




40


(f)  neither
      the authorization, execution or delivery by the Depositor of this Trust
      Agreement nor the consummation of any of the transactions by the Depositor
      contemplated herein requires the consent or approval of, the giving of notice
      to, the registration with or the taking of any other action with respect to
      any
      governmental authority or agency under any existing law governing the Depositor
      or any material portion of its property; and




(g)  there
      are
      no proceedings pending or, to the best of the Depositor’s knowledge, threatened
      against or affecting the Depositor or any material portion of its property
      in
      any court or before any governmental authority, agency or arbitration board
      or
      tribunal that, individually or in the aggregate, would materially and adversely
      affect the Trust or would question the right, power and authority of the
      Depositor, as the case may be, to enter into or perform its obligations under
      this Trust Agreement.




ARTICLE
      VIII.




THE
      TRUSTEES




SECTION
      8.1.  Number
      of
      Trustees.




The
      number of Trustees shall be six (6), provided, that the Property Trustee and
      the
      Delaware Trustee may be the same Person, in which case the number of Trustees
      shall be five (5).  The number of Trustees may be increased or
      decreased by Act of the Holder of the Common Securities subject to Sections
      8.2, 8.3, and 8.4.  The death, resignation,
      retirement, removal, bankruptcy, incompetence or incapacity to perform the
      duties of a Trustee shall not operate to annul, dissolve or terminate the
      Trust.




SECTION
      8.2.  Property
      Trustee Required.




There
      shall at all times be a Property Trustee hereunder with respect to the Trust
      Securities. The Property Trustee shall be a corporation organized and doing
      business under the laws of the United States or of any state thereof, authorized
      to exercise corporate trust powers, having a combined capital and surplus of
      at
      least fifty million dollars ($50,000,000), subject to supervision or examination
      by federal or state authority and having an office within the United
      States.  If any such Person publishes reports of condition at least
      annually pursuant to law or to the requirements of its supervising or examining
      authority, then for the purposes of this Section 8.2, the combined
      capital and surplus of such Person shall be deemed to be its combined capital
      and surplus as set forth in its most recent report of condition so published.
      If
      at any time the Property Trustee shall cease to be eligible in accordance with
      the provisions of this Section 8.2, it shall resign immediately in
      the manner and with the effect hereinafter specified in this Article
      VIII.




SECTION
      8.3.  Delaware
      Trustee Required.




(a)  If
      required by the Delaware Statutory Trust Act, there shall at all times be a
      Delaware Trustee with respect to the Trust Securities. The Delaware Trustee
      shall either be (i) a natural person who is at least 21 years of age and a
      resident of the State of Delaware or (ii) a legal entity that has its principal
      place of business in the State of Delaware, otherwise meets the requirements
      of
      applicable Delaware law and shall act through one or more persons authorized
      to




41
 bind
        such
        entity.  If at any time the Delaware Trustee shall cease to be
        eligible in accordance with the provisions of this Section 8.3, it shall
        resign immediately in the manner and with the effect hereinafter specified
        in
        this Article VIII.




(b)  The
      Delaware Trustee shall not be entitled to exercise any powers, nor shall the
      Delaware Trustee have any of the duties and responsibilities, of the Property
      Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
      shall be one of the trustees of the Trust for the sole and limited purpose
      of
      fulfilling the requirements of Section 3807 of the Delaware Statutory Trust
      Act
      and for taking such actions as are required to be taken by a Delaware trustee
      under the Delaware Statutory Trust Act.  The duties (including
      fiduciary duties), liabilities and obligations of the Delaware Trustee shall
      be
      limited to (a) accepting legal process served on the Trust in the State of
      Delaware and (b) the execution of any certificates required to be filed with
      the
      Secretary of State of the State of Delaware that the Delaware Trustee is
      required to execute under Section 3811 of the Delaware Statutory Trust Act
      and
      there shall be no other duties (including fiduciary duties) or obligations,
      express or implied, at law or in equity, of the Delaware Trustee.




SECTION
      8.4.  Appointment
      of Administrative Trustees.




(a)  There
      shall at all times be one or more Administrative Trustees hereunder with respect
      to the Trust Securities. Each Administrative Trustee shall be either a natural
      person who is at least 21 years of age or a legal entity that shall act through
      one or more persons authorized to bind that entity.  Each of the
      individuals identified as an “Administrative Trustee” in the preamble of this
      Trust Agreement hereby accepts his or her appointment as such.




(b)  Except
      where a requirement for action by a specific number of Administrative Trustees
      is expressly set forth in this Trust Agreement, any act required or permitted
      to
      be taken by, and any power of the Administrative Trustees may be exercised
      by,
      or with the consent of, any one such Administrative Trustee.  Whenever
      a vacancy in the number of Administrative Trustees shall occur, until such
      vacancy is filled by the appointment of an Administrative Trustee in accordance
      with Section 8.11, the Administrative Trustees in office, regardless of
      their number (and notwithstanding any other provision of this Trust Agreement),
      shall have all the powers granted to the Administrative Trustees and shall
      discharge all the duties imposed upon the Administrative Trustees by this Trust
      Agreement.




SECTION
      8.5.  Duties
      and Responsibilities of the Trustees.




(a)  The
      rights, immunities, duties and responsibilities of the Trustees shall be as
      provided by this Trust Agreement and there shall be no other duties (including
      fiduciary duties) or obligations, express or implied, at law or in equity,
      of
      the Trustees; provided, however, that if an Event of Default known to the
      Property Trustee has occurred and is continuing, the Property Trustee shall,
      prior to the receipt of directions, if any, from the Holders of at least a
      Majority in Liquidation Amount of the Preferred Securities, exercise such of
      the
      rights and powers vested in it by this Trust Agreement, and use the same degree
      of care and skill in its exercise, as a prudent person would exercise or use
      under the circumstances in the conduct of such person’s own
      affairs.  Notwithstanding the foregoing, no provision of this Trust
      Agreement shall require any of the Trustees to expend or risk its own funds
      or
      otherwise incur any financial liability in the




42
 performance
        of any of its duties hereunder, or in the exercise of any of its or their
        rights
        or powers, if it or they shall have reasonable grounds for believing that
        repayment of such funds or adequate indemnity against such risk or liability
        is
        not reasonably assured to it. Whether or not herein expressly so provided,
        every
        provision of this Trust Agreement relating to the conduct or affecting the
        liability of or affording protection to the Trustees shall be subject to
        the
        provisions of this Section 8.5. To the extent that, at law or in equity,
        a Trustee has duties and liabilities relating to the Trust or to the Holders,
        such Trustee shall not be liable to the Trust or to any Holder for such
        Trustee’s good faith reliance on the provisions of this Trust Agreement. The
        provisions of this Trust Agreement, to the extent that they restrict the
        duties
        and liabilities of the Trustees otherwise existing at law or in equity, are
        agreed by the Depositor and the Holders to replace such other duties and
        liabilities of the Trustees.




(b)  All
      payments made by the Property Trustee or a Paying Agent in respect of the Trust
      Securities shall be made only from the revenue and proceeds from the Trust
      Property and only to the extent that there shall be sufficient revenue or
      proceeds from the Trust Property to enable the Property Trustee or a Paying
      Agent to make payments in accordance with the terms hereof. Each Holder, by
      its
      acceptance of a Trust Security, agrees that it will look solely to the revenue
      and proceeds from the Trust Property to the extent legally available for
      distribution to it as herein provided and that the Trustees are not personally
      liable to it for any amount distributable in respect of any Trust Security
      or
      for any other liability in respect of any Trust Security. This Section
      8.5(b) does not limit the liability of the Trustees expressly set forth
      elsewhere in this Trust Agreement.




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




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




(ii)  the
      Property Trustee shall not be liable with respect to any action taken or omitted
      to be taken by it in good faith in accordance with the direction of the Holders
      of at least a Majority in Liquidation Amount of the Preferred Securities
      relating to the time, method and place of conducting any proceeding for any
      remedy available to the Property Trustee hereunder or under the Indenture,
      or
      exercising any trust or power conferred upon the Property Trustee under this
      Trust Agreement;




(iii)  the
      Property Trustee’s sole duty with respect to the custody, safe keeping and
      physical preservation of the Notes and the Payment Account shall be to deal
      with
      such Property in a similar manner as the Property Trustee deals with similar
      property for its own account, subject to the protections and limitations on
      liability afforded to the Property Trustee under this Trust
      Agreement;




(iv)  the
      Property Trustee shall not be liable for any interest on any money received
      by
      it except as it may otherwise agree with the Depositor; and money held
      by




43
 the
        Property Trustee need not be segregated from other funds held by it except
        in
        relation to the Payment Account maintained by the Property Trustee pursuant
        to
        Section 3.1 and except to the extent otherwise required by law;
        and




(v)  the
      Property Trustee shall not be responsible for monitoring the compliance by
      the
      Administrative Trustees or the Depositor with their respective duties under
      this
      Trust Agreement, nor shall the Property Trustee be liable for the default or
      misconduct of any other Trustee or the Depositor.




SECTION
      8.6.  Notices
      of Defaults and Extensions.




(a)  Within
      ninety (90) days after the occurrence of a default actually known to the
      Property Trustee, the Property Trustee shall transmit notice of such default
      to
      the Holders, the Administrative Trustees and the Depositor, unless such default
      shall have been cured or waived; provided, that, except in the case of a default
      in the payment of the principal of or any premium or interest (including any
      Additional Interest) on any Trust Security, the Property Trustee shall be fully
      protected in withholding such notice if and so long as the board of directors,
      the executive committee or a trust committee of directors and/or Responsible
      Officers of the Property Trustee in good faith determines that the withholding
      of such notice is in the interests of the Holders of the Trust
      Securities.  For the purpose of this Section 8.6, the term
“default” means any event that is, or after notice or lapse of time or both
      would become, an Event of Default.




(b)  Within
      three (3) Business Days after the receipt of notice of the Depositor’s exercise
      of its right to defer the payment of interest on the Notes pursuant to the
      Indenture, the Property Trustee shall transmit, in the manner and to the extent
      provided in Section 11.8, notice of such exercise to the Holders and the
      Administrative Trustees, unless such exercise shall have been
      revoked.




(c)  The
      Property Trustee shall not be deemed to have knowledge of any Event of Default
      unless the Property Trustee shall have received written notice thereof from
      the
      Depositor, any Administrative Trustee or any Holder or unless an officer of
      the
      Property Trustee charged with the administration of this Trust Agreement shall
      have obtained actual knowledge of such Event of Default.




(d)  The
      Property Trustee shall notify all Holders of the Preferred Securities of any
      notice of default received with respect to the Notes.




SECTION
      8.7.  Certain
      Rights of Property Trustee.




Subject
      to the provisions of Section 8.5:




(a)  the
      Property Trustee may conclusively rely and shall be protected in acting or
      refraining from acting in good faith and in accordance with the terms hereof
      upon any resolution, Opinion of Counsel, certificate, written representation
      of
      a Holder or transferee, certificate of auditors or any other resolution,
      certificate, statement, instrument, opinion, report, notice, request, direction,
      consent, order, appraisal, bond, debenture, note, other evidence of indebtedness
      or other paper or document believed by it to be genuine and to have been signed
      or presented by the proper party or parties;




44


(b)  if
      (i) in
      performing its duties under this Trust Agreement the Property Trustee is
      required to decide between alternative courses of action, (ii) in construing
      any
      of the provisions of this Trust Agreement the Property Trustee finds a provision
      ambiguous or inconsistent with any other provisions contained herein or (iii)
      the Property Trustee is unsure of the application of any provision of this
      Trust
      Agreement, then, except as to any matter as to which the Holders of the
      Preferred Securities are entitled to vote under the terms of this Trust
      Agreement, the Property Trustee shall deliver a notice to the Depositor
      requesting the Depositor’s written instruction as to the course of action to be
      taken and the Property Trustee shall take such action, or refrain from taking
      such action, as the Property Trustee shall be instructed in writing to take,
      or
      to refrain from taking, by the Depositor; provided, that if the Property Trustee
      does not receive such instructions of the Depositor within ten (10) Business
      Days after it has delivered such notice or such reasonably shorter period of
      time set forth in such notice, the Property Trustee may, but shall be under
      no
      duty to, take such action, or refrain from taking such action, as the Property
      Trustee shall deem advisable and in the best interests of the Holders, in which
      event the Property Trustee shall have no liability except for its own
      negligence, bad faith or willful misconduct;




(c)  any
      direction or act of the Depositor contemplated by this Trust Agreement shall
      be
      sufficiently evidenced by an Officers’ Certificate unless otherwise expressly
      provided herein;




(d)  any
      direction or act of an Administrative Trustee contemplated by this Trust
      Agreement shall be sufficiently evidenced by a certificate executed by such
      Administrative Trustee and setting forth such direction or act;




(e)  the
      Property Trustee shall have no duty to see to any recording, filing or
      registration of any instrument (including any financing or continuation
      statement or any filing under tax or securities laws) or any re-recording,
      re-filing or re-registration thereof;




(f)  the
      Property Trustee may consult with counsel (which counsel may be counsel to
      the
      Property Trustee, the Depositor or any of its Affiliates, and may include any
      of
      its employees) and the advice of such counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in reliance thereon and in accordance with
      such advice; the Property Trustee shall have the right at any time to seek
      instructions concerning the administration of this Trust Agreement from any
      court of competent jurisdiction;




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




(h)  the
      Property Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, approval, bond, debenture,
      note or other evidence of indebtedness or other paper or document, unless
      requested in writing to do so by one or more Holders, but the Property Trustee
      may make such further inquiry or investigation into such facts




45
 or
        matters as it may see fit, and, if the Property Trustee shall determine to
        make
        such inquiry or investigation, it shall be entitled to examine the books,
        records and premises of the Depositor, personally or by agent or
        attorney;




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




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




(k)  except
      as
      otherwise expressly provided by this Trust Agreement, the Property Trustee
      shall
      not be under any obligation to take any action that is discretionary under
      the
      provisions of this Trust Agreement;




(l)  without
      prejudice to any other rights available to the Property Trustee under applicable
      law, when the Property Trustee incurs expenses or renders services in connection
      with a Bankruptcy Event, such expenses (including legal fees and expenses of
      its
      agents and counsel) and the compensation for such services are intended to
      constitute expenses of administration under any bankruptcy law or law relating
      to creditors rights generally; and




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




No
      provision of this Trust Agreement shall be deemed to impose any duty or
      obligation on any Trustee to perform any act or acts or exercise any right,
      power, duty or obligation conferred or imposed on it, in any jurisdiction in
      which it shall be illegal, or in which such Person shall be unqualified or
      incompetent in accordance with applicable law, to perform any such act or acts,
      or to exercise any such right, power, duty or obligation.




SECTION
      8.8.  Delegation
      of Power.




Any
      Trustee may, by power of attorney consistent with applicable law, delegate
      to
      any other natural person over the age of 21 its, his or her power for the
      purpose of executing any documents contemplated in Section
      2.5.  The Trustees shall have power to delegate from time to time
      to such of their number or to the Depositor the doing of such things and the
      execution of such instruments either in the name of the Trust or the names
      of
      the Trustees or otherwise as the




46
 Trustees
        may deem expedient, to the extent such delegation is not prohibited by
        applicable law or contrary to the provisions of this Trust
        Agreement.




SECTION
      8.9.  May
      Hold
      Securities.




Any
      Trustee or any other agent of any Trustee or the Trust, in its individual or
      any
      other capacity, may become the owner or pledgee of Trust Securities and except
      as provided in the definition of the term “Outstanding” in Article I, may
      otherwise deal with the Trust with the same rights it would have if it were
      not
      a Trustee or such other agent.




SECTION
      8.10.  Compensation;
      Reimbursement; Indemnity.




The
      Depositor agrees:




(a)  to
      pay to
      the Trustees from time to time such reasonable compensation for all services
      rendered by them hereunder as may be agreed by the Depositor and the Trustees
      from time to time (which compensation shall not be limited by any provision
      of
      law in regard to the compensation of a trustee of an express
      trust);




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




(c)  to
      the
      fullest extent permitted by applicable law, to indemnify and hold harmless
      (i)
      each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director,
      shareholder, employee, representative or agent of any Trustee or any Affiliate
      of any Trustee and (iv) any employee or agent of the Trust (referred to herein
      as an “Indemnified Person”) from and against any loss, damage, liability, tax
      (other than income, franchise or other taxes imposed on amounts paid pursuant
      to
Section 8.10(a) or (b) hereof), penalty, expense, suit or claim of
      any kind or nature whatsoever incurred without negligence, bad faith or willful
      misconduct on its part, arising out of or in connection with the acceptance
      or
      administration of the Trust hereunder, including the advancement of funds to
      cover the reasonable costs and expenses of defending itself against any claim
      or
      liability in connection with the exercise or performance of any of its powers
      or
      duties hereunder.




The
      Trust
      shall have no payment, reimbursement or indemnity obligations to the Trustees
      under this Section 8.10.  The provisions of this Section
      8.10 shall survive the termination of this Trust Agreement and the earlier
      removal or resignation of any Trustee.




No
      Trustee may claim any Lien on any Trust Property whether before or after
      termination of the Trust as a result of any amount due pursuant to this
Section 8.10.




To
      the
      fullest extent permitted by law, in no event shall the Property Trustee and
      the
      Delaware Trustee be liable for any indirect, special, punitive or consequential
      loss or damage of any kind whatsoever, including, but not limited to, lost
      profits, even if the Trustee has been advised of the likelihood of such loss
      or
      damage and regardless of the form of action.




47


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




SECTION
      8.11.  Resignation
      and Removal; Appointment of Successor.




(a)  No
      resignation or removal of any Trustee and no appointment of a successor Trustee
      pursuant to this Article VIII shall become effective until the acceptance
      of appointment by the successor Trustee in accordance with the applicable
      requirements of Section 8.12.




(b)  A
      Trustee
      may resign at any time by giving written notice thereof to the Depositor and,
      in
      the case of the Property Trustee and the Delaware Trustee, to the
      Holders.




(c)  Unless
      an
      Event of Default shall have occurred and be continuing, the Property Trustee
      or
      the Delaware Trustee, or both of them, may be removed (with or without cause)
      at
      any time by Act of the Holder of Common Securities.  If an Event of
      Default shall have occurred and be continuing, the Property Trustee or the
      Delaware Trustee, or both of them, may be removed (with or without cause) at
      such time by Act of the Holders of at least a Majority in Liquidation Amount
      of
      the Preferred Securities, delivered to the removed Trustee (in its individual
      capacity and on behalf of the Trust).  An Administrative Trustee may
      be removed (with or without cause) only by Act of the Holder of the Common
      Securities at any time.




(d)  If
      any
      Trustee shall resign, be removed or become incapable of acting as Trustee,
      or if
      a vacancy shall occur in the office of any Trustee for any reason, at a time
      when no Event of Default shall have occurred and be continuing, the Holder
      of
      the Common Securities, by Act of the Holder of the Common Securities, shall
      promptly appoint a successor Trustee or Trustees, and such successor Trustee
      and
      the retiring Trustee shall comply with the applicable requirements of Section
      8.12.  If the Property Trustee or the Delaware Trustee shall
      resign, be removed or become incapable of continuing to act as the Property
      Trustee or the Delaware Trustee, as the case may be, at a time when an Event
      of
      Default shall have occurred and be continuing, the Holders of the Preferred
      Securities, by Act of the Holders of a Majority in Liquidation Amount of the
      Preferred Securities, shall promptly appoint a successor Property Trustee or
      Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
      the retiring Property Trustee or Delaware Trustee shall comply with the
      applicable requirements of Section 8.12.  If an Administrative
      Trustee shall resign, be removed or become incapable of acting as Administrative
      Trustee, at a time when an Event of Default shall have occurred and be
      continuing, the Holder of the Common Securities by Act of the Holder of Common
      Securities shall promptly appoint a successor Administrative Trustee and such
      successor Administrative Trustee and the retiring Administrative Trustee shall
      comply with the applicable requirements of Section 8.12.  If no
      successor Trustee shall have been so appointed by the Holder of the Common
      Securities or Holders of the Preferred Securities, as the case may be, and
      accepted appointment in the manner required by Section 8.12 within thirty
      (30) days after the giving of a notice of resignation by a Trustee, the removal
      of a Trustee, or a Trustee becoming incapable of acting as such Trustee, any
      Holder who has been a Holder of Preferred Securities for at least
      six




48
 (6)
        months may, on behalf of himself and all others similarly situated, and any
        resigning Trustee may, in each case, at the expense of the Depositor, petition
        any court of competent jurisdiction for the appointment of a successor
        Trustee.




(e)  The
      Depositor shall give notice of each resignation and each removal of the Property
      Trustee or the Delaware Trustee and each appointment of a successor Property
      Trustee or Delaware Trustee to all Holders in the manner provided in Section
      11.8.  Each notice shall include the name of the successor
      Property Trustee or Delaware Trustee and the address of its Corporate Trust
      Office if it is the Property Trustee.




(f)  Notwithstanding
      the foregoing or any other provision of this Trust Agreement, in the event
      any
      Administrative Trustee or a Delaware Trustee who is a natural person dies or
      becomes, in the opinion of the Holder of Common Securities, incompetent or
      incapacitated, the vacancy created by such death, incompetence or incapacity
      may
      be filled by (i) the unanimous act of the remaining Administrative Trustees
      if
      there are at least two of them or (ii) otherwise by the Holder of the Common
      Securities (with the successor in each case being a Person who satisfies the
      eligibility requirement for Administrative Trustees or Delaware Trustee, as
      the
      case may be, set forth in Sections 8.3 and 8.4).




(g)  Upon
      the
      appointment of a successor Delaware Trustee, such successor Delaware Trustee
      shall file a Certificate of Amendment to the Certificate of Trust in accordance
      with Section 3810 of the Delaware Statutory Trust Act.




SECTION
      8.12.  Acceptance
      of Appointment by Successor.




(a)  In
      case
      of the appointment hereunder of a successor Trustee, each successor Trustee
      shall execute and deliver to the Depositor and to the retiring Trustee an
      instrument accepting such appointment, and thereupon the resignation or removal
      of the retiring Trustee shall become effective and each such successor Trustee,
      without any further act, deed or conveyance, shall become vested with all the
      rights, powers, trusts and duties of the retiring Trustee; but, on request
      of
      the Trust or any successor Trustee such retiring Trustee shall, upon payment
      of
      its charges, duly assign, transfer and deliver to such successor Trustee all
      Trust Property, all proceeds thereof and money held by such retiring Trustee
      hereunder with respect to the Trust Securities and the Trust.




(b)  Upon
      request of any such successor Trustee, the Trust (or the retiring Trustee if
      requested by the Depositor) shall execute any and all instruments for more
      fully
      and certainly vesting in and confirming to such successor Trustee all such
      rights, powers and trusts referred to in the preceding paragraph.




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




SECTION
      8.13.  Merger,
      Conversion, Consolidation or Succession to Business.




Any
      Person into which the Property Trustee or the Delaware Trustee may be merged
      or
      converted or with which it may be consolidated, or any Person resulting from
      any
      merger, conversion or consolidation to which such Trustee shall be a party,
      or
      any Person succeeding to




49
 all
        or
        substantially all the corporate trust business of such Trustee, shall be
        the
        successor of such Trustee hereunder, without the execution or filing of any
        paper or any further act on the part of any of the parties hereto, provided,
        that such Person shall be otherwise qualified and eligible under this Article
        VIII.




SECTION
      8.14.  Not
      Responsible for Recitals or Issuance of Securities.




The
      recitals contained herein and in the Securities Certificates shall be taken
      as
      the statements of the Trust and the Depositor, and the Trustees do not assume
      any responsibility for their correctness.  The Trustees make no
      representations as to the title to, or value or condition of, the property
      of
      the Trust or any part thereof, nor as to the validity or sufficiency of this
      Trust Agreement, the Notes or the Trust Securities.  The Trustees
      shall not be accountable for the use or application by the Depositor of the
      proceeds of the Notes.




SECTION
      8.15.  Property
      Trustee May File Proofs of Claim.




(a)  In
      case
      of any Bankruptcy Event (or event that with the passage of time would become
      a
      Bankruptcy Event) relative to the Trust or any other obligor upon the Trust
      Securities or the property of the Trust or of such other obligor or their
      creditors, the Property Trustee (irrespective of whether any Distributions
      on
      the Trust Securities shall then be due and payable and irrespective of whether
      the Property Trustee shall have made any demand on the Trust for the payment
      of
      any past due Distributions) shall be entitled and empowered, to the fullest
      extent permitted by law, by intervention in such proceeding or
      otherwise:




(i)  to
      file
      and prove a claim for the whole amount of any Distributions owing and unpaid
      in
      respect of the Trust Securities and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Property
      Trustee (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Property Trustee, its agents and counsel)
      and
      of the Holders allowed in such judicial proceeding; and




(ii)  to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;




and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such proceeding is hereby authorized by each Holder
      to
      make such payments to the Property Trustee and, in the event the Property
      Trustee shall consent to the making of such payments directly to the Holders,
      to
      pay to the Property Trustee first any amount due it for the reasonable
      compensation, expenses, disbursements and advances of the Property Trustee,
      its
      agents and counsel, and any other amounts due the Property Trustee.




(b)  Nothing
      herein contained shall be deemed to authorize the Property Trustee to authorize
      or consent to or accept or adopt on behalf of any Holder any plan of
      reorganization, arrangement, adjustment or compensation affecting the Trust
      Securities or the rights of any Holder thereof or to authorize the Property
      Trustee to vote in respect of the claim of any Holder in any such
      proceeding.




50


SECTION
      8.16.  Reports
      to and from the Property Trustee.




(a)  The
      Depositor and the Administrative Trustees shall deliver to the Property Trustee,
      not later than forty five (45) days after the end of each of the first three
      fiscal quarters of the Depositor and not later than ninety (90) days after
      the
      end of each fiscal year of the Depositor ending after the date of this Trust
      Agreement, an Officers’ Certificate covering the preceding fiscal period,
      stating whether or not to the knowledge of the signers thereof the Depositor
      and
      the Trust are in default in the performance or observance of any of the terms,
      provisions and conditions of this Trust Agreement (without regard to any period
      of grace or requirement of notice provided hereunder) and, if the Depositor
      or
      the Trust shall be in default, specifying all such defaults and the nature
      and
      status thereof of which they have knowledge.




(b)  The
      Depositor shall furnish to (i) the Property Trustee, (ii) the Purchaser,
      (iii) any Owner of the Preferred Securities reasonably identified to the
      Depositor or the Trust (which identification may be made either by such Owner
      or
      by the Placement Agent or Purchaser), and (iv) any designee of (i), (ii) or
      (iii) above, a duly completed and executed certificate in the form attached
      hereto as Exhibit G, including the financial statements referenced in such
      Exhibit, which certificate and financial statements shall be so furnished by
      the
      Depositor not later than forty five (45) days after the end of each of the
      first
      three fiscal quarters of each fiscal year of the Depositor and not later than
      ninety (90) days after the end of each fiscal year of the
      Depositor.




(c)  The
      Property Trustee shall obtain all reports, certificates and information, which
      it is entitled to receive under each of the Operative Documents, and deliver
      to
      (i) the Purchaser, (ii) the Placement Agent and (iii) a designee of (i) or
      (ii)
      above, all such reports, certificates or information promptly upon receipt
      thereof.




ARTICLE
      IX.




TERMINATION,
      LIQUIDATIONAND
      MERGER




SECTION
      9.1.  Dissolution
      Upon Expiration Date.




Unless
      earlier dissolved, the Trust shall automatically dissolve on June 15, 2038
      (the
“Expiration Date”), and the Trust Property shall be liquidated in accordance
      with Section 9.4.




SECTION
      9.2.  Early
      Termination.




The
      first
      to occur of any of the following events is an “Early Termination Event,” upon
      the occurrence of which the Trust shall be dissolved:




(a)  the
      occurrence of a Bankruptcy Event in respect of, or the dissolution or
      liquidation of, the Depositor, in its capacity as the Holder of the Common
      Securities, unless the Depositor shall have transferred the Common Securities
      as
      provided by Section 5.11, in which case this provision shall refer
      instead to any such successor Holder of the Common Securities;




(b)  the
      written direction to the Property Trustee from the Holder of the Common
      Securities at any time to dissolve the Trust and, after satisfaction of any
      liabilities of the Trust as required by applicable law, to distribute the Notes
      to Holders in exchange for the Preferred




51
 Securities
        (which direction is optional and wholly within the discretion of the Holder
        of
        the Common Securities), provided, that the Holder of the Common Securities
        shall
        have received the prior approval of the Federal Reserve, if then
        required;




(c)  the
      redemption of all of the Preferred Securities in connection with the payment
      at
      maturity or redemption of all the Notes; and




(d)  the
      entry
      of an order for dissolution of the Trust by a court of competent
      jurisdiction.




SECTION
      9.3.  Termination.




The
      respective obligations and responsibilities of the Trustees and the Trust shall
      terminate upon the latest to occur of the following: (a) the distribution by
      the
      Property Trustee to Holders of all amounts required to be distributed hereunder
      upon the liquidation of the Trust pursuant to Section 9.4, or upon the
      redemption of all of the Trust Securities pursuant to Section 4.2;
      (b) the satisfaction of any expenses owed by the Trust; and (c) the discharge
      of
      all administrative duties of the Administrative Trustees, including the
      performance of any tax reporting obligations with respect to the Trust or the
      Holders.




SECTION
      9.4.  Liquidation.




(a)  If
      an
      Early Termination Event specified in Section 9.2(a), (b) or
(d) occurs or upon the Expiration Date, the Trust shall
      be liquidated by
      the Property Trustee as expeditiously as the Property Trustee shall determine
      to
      be possible by distributing, after satisfaction of liabilities to creditors
      of
      the Trust as provided by applicable law, to each Holder a Like Amount of Notes,
      subject to Section 9.4(d). Notice of liquidation shall be given by the
      Property Trustee not less than thirty (30) nor more than sixty (60) days prior
      to the Liquidation Date to each Holder of Trust Securities at such Holder’s
      address appearing in the Securities Register. All such notices of liquidation
      shall:




(i)  state
      the
      Liquidation Date;




(ii)  state
      that from and after the Liquidation Date, the Trust Securities will no longer
      be
      deemed to be Outstanding and (subject to Section 9.4(d)) any Securities
      Certificates not surrendered for exchange will be deemed to represent a Like
      Amount of Notes; and




(iii)  provide
      such information with respect to the mechanics by which Holders may exchange
      Securities Certificates for Notes, or if Section 9.4(d) applies, receive
      a Liquidation Distribution, as the Property Trustee shall deem
      appropriate.




(b)  Except
      where Section 9.2(c) or 9.4(d) applies, in order to effect the
      liquidation of the Trust and distribution of the Notes to Holders, the Property
      Trustee, either itself acting as exchange agent or through the appointment
      of a
      separate exchange agent, shall establish a record date for such distribution
      (which shall not be more than forty-five (45) days prior to the Liquidation
      Date
      nor prior to the date on which notice of such liquidation is given to
      the




52
 Holders)
        and establish such procedures as it shall deem appropriate to effect the
        distribution of Notes in exchange for the Outstanding Securities
        Certificates.




(c)  Except
      where Section 9.2(c) or 9.4(d) applies, after the Liquidation
      Date, (i) the Trust Securities will no longer be deemed to be Outstanding,
      (ii)
      certificates representing a Like Amount of Notes will be issued to Holders
      of
      Securities Certificates, upon surrender of such Securities Certificates to
      the
      exchange agent for exchange, (iii) the Depositor shall use its best efforts
      to
      have the Notes listed on the New York Stock Exchange or on such other exchange,
      interdealer quotation system or self-regulatory organization on which the
      Preferred Securities are then listed, if any, (iv) Securities Certificates
      not
      so surrendered for exchange will be deemed to represent a Like Amount of Notes
      bearing accrued and unpaid interest in an amount equal to the accumulated and
      unpaid Distributions on such Securities Certificates until such certificates
      are
      so surrendered (and until such certificates are so surrendered, no payments
      of
      interest or principal will be made to Holders of Securities Certificates with
      respect to such Notes) and (v) all rights of Holders holding Trust Securities
      will cease, except the right of such Holders to receive Notes upon surrender
      of
      Securities Certificates.




(d)  Notwithstanding
      the other provisions of this Section 9.4, if distribution of the Notes in
      the manner provided herein is determined by the Property Trustee not to be
      permitted or practical, the Trust Property shall be liquidated, and the Trust
      shall be wound up by the Property Trustee in such manner as the Property Trustee
      determines.  In such event, Holders will be entitled to receive out of
      the assets of the Trust available for distribution to Holders, after
      satisfaction of liabilities to creditors of the Trust as provided by applicable
      law, an amount equal to the Liquidation Amount per Trust Security plus
      accumulated and unpaid Distributions thereon to the date of payment (such amount
      being the “Liquidation Distribution”). If, upon any such winding up the
      Liquidation Distribution can be paid only in part because the Trust has
      insufficient assets available to pay in full the aggregate Liquidation
      Distribution, then, subject to the next succeeding sentence, the amounts payable
      by the Trust on the Trust Securities shall be paid on a pro rata basis (based
      upon Liquidation Amounts). The Holder of the Common Securities will be entitled
      to receive Liquidation Distributions upon any such winding up pro rata (based
      upon Liquidation Amounts) with Holders of all Trust Securities, except that,
      if
      an Event of Default has occurred and is continuing, the Preferred Securities
      shall have a priority over the Common Securities as provided in Section
      4.3.




SECTION
      9.5.  Mergers,
      Consolidations, Amalgamations or Replacements of Trust.




The
      Trust
      may not merge with or into, consolidate, amalgamate, or be replaced by, or
      convey, transfer or lease its properties and assets substantially as an entirety
      to, any Person except pursuant to this Article IX. At the request of the
      Holders of the Common Securities, without the consent of the Holders of the
      Preferred Securities, the Trust may merge with or into, consolidate, amalgamate,
      or be replaced by or convey, transfer or lease its properties and assets
      substantially as an entirety to a trust organized as such under the laws of
      any
      State; provided, that:




(a)  such
      successor entity either (i) expressly assumes all of the obligations of the
      Trust under this Trust Agreement with respect to the Preferred Securities or
      (ii) substitutes for the Preferred Securities other securities having
      substantially the same terms as the Preferred




53
 Securities
        (such other Securities, the “Successor Securities”) so long as the Successor
        Securities have the same priority as the Preferred Securities with respect
        to
        distributions and payments upon liquidation, redemption and
        otherwise;




(b)  a
      trustee
      of such successor entity possessing substantially the same powers and duties
      as
      the Property Trustee is appointed to hold the Notes;




(c)  if
      the
      Preferred Securities or the Notes are rated, such merger, consolidation,
      amalgamation, replacement, conveyance, transfer or lease does not cause the
      Preferred Securities or the Notes (including any Successor Securities) to be
      downgraded by any nationally recognized statistical rating organization that
      then assigns a rating to the Preferred Securities or the Notes;




(d)  the
      Preferred Securities are listed, or any Successor Securities will be listed
      upon
      notice of issuance, on any national securities exchange or interdealer quotation
      system on which the Preferred Securities are then listed, if any;




(e)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not adversely affect the rights, preferences and privileges of the Holders
      of the Preferred Securities (including any Successor Securities) in any material
      respect;




(f)  such
      successor entity has a purpose substantially identical to that of the
      Trust;




(g)  prior
      to
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, the Depositor has received an Opinion of Counsel to the effect that
      (i)
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease does not adversely affect the rights, preferences and privileges of the
      Holders of the Preferred Securities (including any Successor Securities) in
      any
      material respect; (ii) following such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease, neither the Trust nor such successor
      entity will be required to register as an “investment company” under the
      Investment Company Act and (iii) following such merger, consolidation,
      amalgamation, replacement, conveyance, transfer or lease, the Trust (or the
      successor entity) will continue to be classified as a grantor trust for U.S.
      federal income tax purposes; and




(h)  the
      Depositor or its permitted transferee owns all of the common securities of
      such
      successor entity and guarantees the obligations of such successor entity under
      the Successor Securities at least to the extent provided by the Guarantee
      Agreement.




Notwithstanding
      the foregoing, the Trust shall not, except with the consent of Holders of all
      of
      the Preferred Securities, consolidate, amalgamate, merge with or into, or be
      replaced by or convey, transfer or lease its properties and assets substantially
      as an entirety to any other Person or permit any other entity to consolidate,
      amalgamate, merge with or into, or replace, the Trust if such consolidation,
      amalgamation, merger, replacement, conveyance, transfer or lease would cause
      the
      Trust or the successor entity to be taxable as a corporation or classified
      as
      other than a grantor trust for United States federal income tax purposes or
      cause the Notes to be treated as other than indebtedness of the Depositor for
      United States federal income tax purposes.




54


ARTICLE
      X.




INFORMATIONTO
      PURCHASER




SECTION
      10.1.  Depositor
      Obligations to Purchaser.




Notwithstanding
      any other provision herein, the Depositor shall furnish to (a) the
      Purchaser, (b) any Owner of the Preferred Securities reasonably identified
      to the Depositor or the Trust (which identification may be made either by such
      Owner or by the Placement Agent or Purchaser) and (c) any designee of (a)
      or (b) above, copies of all correspondence, notices, forms, filings, reports
      and
      other documents required to be provided by the Depositor, whether acting through
      an Administrative Trustee or otherwise, to the Property Trustee or Delaware,
      Trustee under this Trust Agreement.




SECTION
      10.2.  Trustee’s
      Obligations to Purchaser.




Notwithstanding
      any other provision herein, the Property Trustee shall furnish to (a) the
      Purchaser, (b)  the Placement Agent and (c) a designee of (a) or (b)
      above, copies of all (i) correspondence, notices, forms, filings, reports and
      other documents required to be provided to the Property Trustee or Delaware
      Trustee by the Depositor, whether acting through an Administrative Trustee
      or
      otherwise, under this Trust Agreement, and (ii) correspondence, notices, forms,
      filings, reports and other documents required to be provided to the Depositor
      or
      a Holder by the Property Trustee or Delaware Trustee under this Trust
      Agreement.




ARTICLE
      XI.




MISCELLANEOUS
      PROVISIONS




SECTION
      11.1.  Limitation
      of Rights of Holders.




Except
      as
      set forth in Section 9.2, the death, bankruptcy, termination, dissolution
      or incapacity of any Person having an interest, beneficial or otherwise, in
      Trust Securities shall not operate to terminate this Trust Agreement, nor annul,
      dissolve or terminate the Trust nor entitle the legal representatives or heirs
      of such Person or any Holder for such Person, to claim an accounting, take
      any
      action or bring any proceeding in any court for a partition or winding up of
      the
      arrangements contemplated hereby, nor otherwise affect the rights, obligations
      and liabilities of the parties hereto or any of them.




SECTION
      11.2.  Agreed
      Tax Treatment of Trust and Trust Securities.




The
      parties hereto and, by its acceptance or acquisition of a Trust Security or
      a
      beneficial interest therein, the Holder of, and any Person that acquires a
      beneficial interest in, such Trust Security intend and agree to treat the Trust
      as a grantor trust for United States federal, state and local tax purposes,
      and
      to treat the Trust Securities (including all payments and proceeds with respect
      to such Trust Securities) as undivided beneficial ownership interests in the
      Trust Property (and payments and proceeds therefrom, respectively) for United
      States federal, state and local tax purposes.  The provisions of this
      Trust Agreement shall be interpreted to further this intention and agreement
      of
      the parties.




55


SECTION
      11.3.  Amendment.




(a)  This
      Trust Agreement may be amended from time to time by the Property Trustee, the
      Administrative Trustees and the Holder of all the Common Securities, without
      the
      consent of any Holder of the Preferred Securities, (i) to cure any ambiguity,
      correct or supplement any provision herein that may be defective or inconsistent
      with any other provision herein, or to make any other provisions with respect
      to
      matters or questions arising under this Trust Agreement, which shall not be
      inconsistent with the other provisions of this Trust Agreement, (ii) to modify,
      eliminate or add to any provisions of this Trust Agreement to such extent as
      shall be necessary to ensure that the Trust will neither be taxable as a
      corporation nor be classified as other than a grantor trust for United States
      federal income tax purposes at all times that any Trust Securities are
      Outstanding or to ensure that the Notes are treated as indebtedness of the
      Depositor for United States federal income tax purposes, or to ensure that
      the
      Trust will not be required to register as an “investment company” under the
      Investment Company Act or (iii) to add to the covenants, restrictions or
      obligations of the Depositor; provided, that in the case of clauses (i), (ii)
      or
      (iii), such action shall not adversely affect in any material respect the
      interests of any Holder.




(b)  Except
      as
      provided in Section 11.3(c), any provision of this Trust Agreement may be
      amended by the Property Trustee, the Administrative Trustees and the Holder
      of
      all of the Common Securities and with (i) the consent of Holders of at least
      a
      Majority in Liquidation Amount of the Preferred Securities and (ii) receipt
      by
      the Trustees of an Opinion of Counsel to the effect that such amendment or
      the
      exercise of any power granted to the Trustees in accordance with such amendment
      will not cause the Trust to be taxable as a corporation or classified as other
      than a grantor trust for United States federal income tax purposes or affect
      the
      treatment of the Notes as indebtedness of the Depositor for United States
      federal income tax purposes or affect the Trust’s exemption from status (or from
      any requirement to register) as an “investment company” under the Investment
      Company Act.




(c)  Notwithstanding
      any other provision of this Trust Agreement, without the consent of each Holder,
      this Trust Agreement may not be amended to (i) change the accrual rate, amount,
      currency or timing of any Distribution on or the redemption price of the Trust
      Securities or otherwise adversely affect the amount of any Distribution or
      other
      payment required to be made in respect of the Trust Securities as of a specified
      date, (ii) restrict or impair the right of a Holder to institute suit for the
      enforcement of any such payment on or after such date, (iii) reduce the
      percentage of aggregate Liquidation Amount of Outstanding Preferred Securities,
      the consent of whose Holders is required for any such amendment, or the consent
      of whose Holders is required for any waiver of compliance with any provision
      of
      this Trust Agreement or of defaults hereunder and their consequences provided
      for in this Trust Agreement; (iv) impair or adversely affect the rights and
      interests of the Holders in the Trust Property, or permit the creation of any
      Lien on any portion of the Trust Property; or (v) modify the definition of
      “Outstanding,” this Section 11.3(c), Sections 4.1, 4.2,
4.3, 6.10(e) or Article IX.




(d)  Notwithstanding
      any other provision of this Trust Agreement, no Trustee shall enter into or
      consent to any amendment to this Trust Agreement that would cause the Trust
      to
      be taxable as a corporation or to be classified as other than a grantor trust
      for United States federal income tax purposes or that would cause the Notes
      to
      fail or cease to be treated as indebtedness




56
 of
        the
        Depositor for United States federal income tax purposes or that would cause
        the
        Trust to fail or cease to qualify for the exemption from status (or from
        any
        requirement to register) as an “investment company” under the Investment Company
        Act.




(e)  If
      any
      amendment to this Trust Agreement is made, the Administrative Trustees or the
      Property Trustee shall promptly provide to the Depositor a copy of such
      amendment.




(f)  No
      Trustee shall be required to enter into any amendment to this Trust Agreement
      that affects its own rights, duties or immunities under this Trust
      Agreement.  The Trustees shall be entitled to receive an Opinion of
      Counsel and an Officers’ Certificate stating that any amendment to this Trust
      Agreement is in compliance with this Trust Agreement and all conditions
      precedent herein provided for relating to such action have been
      met.




(g)  No
      amendment or modification to this Trust Agreement that adversely affects in
      any
      material respect the rights, duties, liabilities, indemnities or immunities
      of
      the Delaware Trustee hereunder shall be permitted without the prior written
      consent of the Delaware Trustee.




SECTION
      11.4.  Separability.




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




SECTION
      11.5.  Governing
      Law.




THIS
      TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
      TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
      AND
      THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
      GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS
      OF LAWS PROVISIONS.




SECTION
      11.6.  Successors.




This
      Trust Agreement shall be binding upon and shall inure to the benefit of any
      successor to the Depositor, the Trust and any Trustee, including any successor
      by operation of law. Except in connection with a transaction involving the
      Depositor that is permitted under Article VIII of the Indenture and
      pursuant to which the assignee agrees in writing to perform the Depositor’s
      obligations hereunder, the Depositor shall not assign its obligations
      hereunder.




SECTION
      11.7.  Headings.




The
      Article and Section headings are for convenience only and shall not affect
      the
      construction of this Trust Agreement.




57


SECTION
      11.8.  Reports,
      Notices and Demands.




(a)  Any
      report, notice, demand or other communication that by any provision of this
      Trust Agreement is required or permitted to be given or served to or upon any
      Holder or the Depositor may be given or served in writing delivered in person,
      or by reputable, overnight courier, by telecopy or by deposit thereof,
      first-class postage prepaid, in the United States mail, addressed, (a) in the
      case of a Holder of Preferred Securities, to such Holder as such Holder’s name
      and address may appear on the Securities Register; and (b) in the case of the
      Holder of all the Common Securities or the Depositor, to Greene County
      Bancshares, Inc., 100 North Main Street, Greeneville, Tennessee 37744,
      Attention: Chief Financial Officer, or to such other address as may be specified
      in a written notice by the Holder of all the Common Securities or the Depositor,
      as the case may be, to the Property Trustee. Such report, notice, demand or
      other communication to or upon a Holder or the Depositor shall be deemed to
      have
      been given when received in person, within one (1) Business Day following
      delivery by overnight courier, when telecopied with receipt confirmed, or within
      three (3) Business Days following delivery by mail, except that if a notice
      or
      other document is refused delivery or cannot be delivered because of a changed
      address of which no notice was given, such notice or other document shall be
      deemed to have been delivered on the date of such refusal or inability to
      deliver.




(b)  Any
      notice, demand or other communication that by any provision of this Trust
      Agreement is required or permitted to be given or served to or upon the Property
      Trustee, the Delaware Trustee, the Administrative Trustees, the Trust, the
      Placement Agent, or the Purchaser shall be given in writing by deposit thereof,
      first-class postage prepaid, in the U.S. mail, personal delivery or facsimile
      transmission, addressed to such Person as follows: (a) with respect to the
      Property Trustee to Wilmington Trust Company, Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890-1600, Attention:  Corporate
      Trust Administration, facsimile no. (302) 636-4140; (b) with respect to the
      Delaware Trustee, to Wilmington Trust Company, Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890-1600, Attention:  Corporate
      Trust Administration, facsimile no. (302) 636-4140; (c) with respect to the
      Administrative Trustees, to them at the address above for notices to the
      Depositor, marked “Attention: Administrative Trustees of GreenBank Capital Trust
      I,” (d) with respect to the Trust, to its principal executive office
      specified in Section 2.2, with a copy to the Property Trustee,
      (e) with respect to the Placement Agent, to SunTrust Capital Markets, Inc.,
      303 Peachtree Street, N.E., 24th Floor,
      Mail Code
      3950, Atlanta, Georgia 30308, facsimile no. (404) 813-5000, and
      (f) with respect to the Purchaser, to SunTrust Equity Funding, LLC, 303
      Peachtree Street, NW, 26th Floor, Atlanta, Georgia 30308, facsimile no. (404)
      813-0000. Such notice, demand or other communication to or upon the Trust,
      the
      Property Trustee or the Administrative Trustees shall be deemed to have been
      sufficiently given or made only upon actual receipt of the writing by the Trust,
      the Property Trustee or the Administrative Trustees.




SECTION
      11.9.  Agreement
      Not to Petition.




Each
      of
      the Trustees and the Depositor agree for the benefit of the Holders that, until
      at least one year and one day after the Trust has been terminated in accordance
      with Article IX, they shall not file, or join in the filing of, a
      petition against the Trust under any Bankruptcy Law or otherwise join in the
      commencement of any proceeding against the Trust under any Bankruptcy Law.
      If
      the Depositor takes action in violation of this Section 11.9, the
      Property




58
 Trustee
        agrees, for the benefit of Holders, that at the expense of the Depositor,
        it
        shall file an answer with the applicable bankruptcy court or otherwise properly
        contest the filing of such petition by the Depositor against the Trust or
        the
        commencement of such action and raise the defense that the Depositor has
        agreed
        in writing not to take such action and should be estopped and precluded
        therefrom and such other defenses, if any, as counsel for the Property Trustee
        or the Trust may assert.




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




[REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]




59


IN
      WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
      Trust Agreement as of the day and year first above written.






Green
              County Bancshares, Inc.,as
              DepositorBy:
            /s/
              James E. AdamsName: 
              James E. AdamsTitle: 
              Chief Financial Officer








Wilmington
              Trust Company, as Property Trustee
            Wilmington
              Trust Company, as Delaware TrusteeBy:
            /s/
              W. Thomas Morris, II
            By:
            /s/
              W. Thomas Morris, IIName:
              W. Thomas Morris, II
            
            Name:
              W. Thomas Morris, IITitle:
              Assistant Vice President
            
            Title:
              Assistant Vice President/s/
              R. Stan
              Puckett
            
            /s/
              Kent
              VaughtName: R.
              Stan Puckett
            
            Name:
              Kent VaughtAdministrative
              Trustee
            
            Administrative
              Trustee/s/
              James E. Adams
            
            /s/
              Glen
              AllenName:
              James E. Adams
            
            Name:
              Glen AllenAdministrative
              Trustee
            
            Administrative
              Trustee
















Exhibit
      A




CERTIFICATE
      OF TRUST




OF




GreenBank
      Capital Trust I




This
      Certificate of Trust of GreenBank Capital Trust I  (the “Trust”) is
      being duly executed and filed on behalf of the Trust by the undersigned, as
      trustee, to form a statutory trust under the Delaware Statutory Trust Act (12
      Del. C. §3801 etseq.) (the “Act”).




1.           Name.  The
      name of the statutory trust formed by this Certificate of Trust
      is:  GreenBank Capital Trust I.




2.           Trustee.  The
      name and business address of the trustee of the Trust with its principal place
      of business in the State of Delaware are Wilmington Trust Company, Rodney Square
      North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
      Corporate Trust Administration.




3.           Effective
      Date.  This Certificate of Trust shall be effective upon its
      filing with the Secretary of State of the State of Delaware.




IN
      WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust
      in
      accordance with Section 3811(a)(1) of the Act.






Wilmington
              Trust Company, not in its individual capacity, but solely as
              trusteeBy:Name:Title:





















Exhibit
      B




[FORM
      OF
      COMMON SECURITIES CERTIFICATE]




THIS
      COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
      AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
      TO AN EXEMPTION FROM REGISTRATION.  THIS CERTIFICATE IS NOT
      TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
      TRUST AGREEMENT




Certificate
                Number
              C-
            
            1,732,000
                Common Securities


Certificate
      Evidencing Common Securities




of




GreenBank
      Capital Trust I




Floating
      Rate Common Securities




(liquidation
      amount $1,000 per Common Security)




GreenBank
      Capital Trust I, a statutory trust created under the laws of the State of
      Delaware (the “Trust”), hereby certifies that Greene County Bancshares, Inc.
      (the “Holder”) is the registered owner of 1,732 common securities of the Trust
      representing undivided common beneficial interests in the assets of the Trust
      and designated the GreenBank Capital Trust I Floating Rate Common Securities
      (liquidation amount $1,000 per Common Security) (the “Common Securities”).
      Except in accordance with Section 5.11 of the Trust Agreement (as defined
      below), the Common Securities are not transferable and, to the fullest extent
      permitted by law, any attempted transfer hereof other than in accordance
      therewith shall be void. The designations, rights, privileges, restrictions,
      preferences and other terms and provisions of the Common Securities are set
      forth in, and this certificate and the Common Securities represented hereby
      are
      issued and shall in all respects be subject to the terms and provisions of,
      the
      Amended and Restated Trust Agreement of the Trust, dated as of May 16, 2007,
      as
      the same may be amended from time to time (the “Trust Agreement”), among Greene
      County Bancshares, Inc., as Depositor, Wilmington Trust Company, as Property
      Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative
      Trustees named therein and the Holders, from time to time, of Trust Securities.
      The Trust will furnish a copy of the Trust Agreement to the Holder without
      charge upon written request to the Trust at its principal place of business
      or
      registered office.




Upon
      receipt of this certificate, the Holder is bound by the Trust Agreement and
      is
      entitled to the benefits thereunder.











This
      Common Securities Certificate shall be governed by and construed in accordance
      with the laws of the State of Delaware.




Terms
      used but not defined herein have the meanings set forth in the Trust
      Agreement.




IN
      WITNESS
      WHEREOF,
      one of the Administrative Trustees of the Trust has executed on behalf of the
      Trust this certificate this 16th day of May 2007.






GreenBank
              Capital Trust IBy:Name:
              R. Stan PuckettAdministrative
              Trustee






B-2







Exhibit
      C




[FORM
      OF
      PREFERRED SECURITIES CERTIFICATE]




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




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




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




THE
      HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
      THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES
      MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST OR THE
      DEPOSITOR, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
      “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
      (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
      ITS
      OWN ACCOUNT, OR FOR THE






ACCOUNT
        OF AN “ACCREDITED INVESTOR,” 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, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN
        EACH
        CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
        UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III)
        OR
        (V), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION
        OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE
        HOLDER
        WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
        RESTRICTIONS REFERRED TO IN (A) ABOVE.




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




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














Certificate
                Number
            
            56,000
                Preferred Securities
              $56,000,000
                Aggregate Liquidation Amount








CUSIP
      NO.




[_______________]




Certificate
      Evidencing Preferred Securities




of




GreenBank
      Capital Trust I




Floating
      Rate Preferred Securities


(liquidation
      amount $1,000 per Preferred Security)




GreenBank
      Capital Trust I, a statutory trust created under the laws of the State of
      Delaware (the “Trust”), hereby certifies that Cede & Co. (the “Holder”) is
      the registered owner of 56,000 Preferred Securities, or such other number of
      Preferred Securities represented hereby as may be set forth in the records
      of
      the Securities Registrar hereinafter referred to in accordance with the Trust
      Agreement (as defined below), of the Trust representing an undivided preferred
      beneficial interest in the assets of the Trust and designated the GreenBank
      Capital Trust I Floating Rate Preferred Securities (liquidation amount $1,000
      per Preferred Security) (the “Preferred Securities”). The Preferred Securities
      are transferable on the books and records of the Trust, in person or by a duly
      authorized attorney, upon surrender of this certificate duly endorsed and in
      proper form for transfer as provided in Section 5.7 of the Trust
      Agreement (as defined below). The designations, rights, privileges,
      restrictions, preferences and other terms and provisions of the Preferred
      Securities are set forth in, and this certificate and the Preferred Securities
      represented hereby are issued and shall in all respects be subject to the terms
      and provisions of, the Amended and Restated Trust Agreement of the Trust, dated
      as of May 16, 2007, as the same may be amended from time to time (the “Trust
      Agreement”), among Greene County Bancshares, Inc., a Tennessee corporation, as
      Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
      Company, as Delaware Trustee, the Administrative Trustees named therein and
      the
      Holders, from time to time, of Trust Securities. The Holder is entitled to
      the
      benefits of the Guarantee Agreement entered into by Greene County Bancshares,
      Inc. and Wilmington Trust Company, as Guarantee Trustee, dated as of May 16,
      2007, as the same may be amended from time to time (the “Guarantee Agreement”),
      to the extent provided therein. The Trust will furnish a copy of each of the
      Trust Agreement and the Guarantee Agreement to the Holder without charge upon
      written request to the Property Trustee at its principal place of business
      or
      registered office.




Upon
      receipt of this certificate, the Holder is bound by the Trust Agreement and
      is
      entitled to the benefits thereunder.











This
      Preferred Securities Certificate shall be governed by and construed in
      accordance with the laws of the State of Delaware.




All
      capitalized terms used but not defined in this Preferred Securities Certificate
      are used with the meanings specified in the Trust Agreement, including the
      Schedules and Exhibits thereto.




IN
      WITNESS
      WHEREOF,
      one of the Administrative Trustees of the Trust has executed on behalf of the
      Trust this certificate this 16th day of May 2007.









GreenBank
              Capital Trust IBy:Name:
              R. Stan PuckettAdministrative
              Trustee












This
      is
      one of the Preferred Securities referred to in the within-mentioned Trust
      Agreement.




Dated:
        May 16, 2007








Wilmington
              Trust Company, not in its individual capacity, but solely as Property
              TrusteeBy:
            ____________________________Authorized
              officer










[FORM
      OF
      REVERSE OF SECURITY]




The
      Trust
      promises to pay Distributions from May 16, 2007, or from the most recent
      Distribution Date to which Distributions have been paid or duly provided for,
      quarterly (subject to deferral as set forth herein) in arrears on March 15,
      June
      15, September 15 and December 15 of each year, commencing on June 15, 2007,
      at
      an annual rate equal to [_______]% beginning on (and including) the date of
      original issuance and ending on (but excluding) June 15, 2007 and for each
      successive period beginning on (and including) June 15, 2007, and each
      successive Distribution Date, at a variable rate per annum, reset quarterly,
      and
      ending on (but excluding) the next succeeding Distribution Date equal to LIBOR
      plus 1.65% of the Liquidation Amount of the Preferred Securities represented
      by
      this Preferred Securities Certificate, together with any Additional Interest
      Amounts, in respect to such period.




Distributions
      on the Trust Securities shall be made by the Paying Agent from the Payment
      Account and shall be payable on each Distribution Date only to the extent that
      the Trust has funds then on hand and available in the Payment Account for the
      payment of such Distributions.




In
      the
      event (and to the extent) that the Depositor exercises its right under the
      Indenture to defer the payment of interest on the Notes, Distributions on the
      Preferred Securities shall be deferred.




Under
      the
      Indenture, so long as no Note Event of Default pursuant to paragraphs (c),
      (e)
      or (f) of Section 5.1 of the Indenture has occurred and is continuing,
      the Depositor shall have the right, at any time and from time to time during
      the
      term of the Notes, to defer the payment of interest on the Notes for a period
      of
      up to twenty (20) consecutive quarterly interest payment periods (each such
      extended interest payment period, an “Extension Period”), during which Extension
      Period no interest shall be due and payable (except any Additional Tax Sums
      that
      may be due and payable).  No interest on the Notes shall be due and
      payable during an Extension Period, except at the end thereof, but each
      installment of interest that would otherwise have been due and payable during
      such Extension Period shall bear Additional Interest (to the extent payment
      of
      such interest would be legally enforceable) at a variable rate per annum, reset
      quarterly, equal to LIBOR plus 1.65%, compounded quarterly, from the dates
      on
      which amounts would have otherwise been due and payable until paid or until
      funds for the payment thereof have been made available for
      payment.  If Distributions are deferred, the deferred Distributions
      (including Additional Interest Amounts) shall be paid on the date that the
      related Extension Period terminates to Holders (as defined in the Trust
      Agreement) of the Trust Securities as they appear on the books and records
      of
      the Trust on the record date immediately preceding such termination
      date.




Distributions
      on the Securities must be paid on the dates payable (after giving effect to
      any
      Extension Period) to the extent that the Trust has funds available for the
      payment of such Distributions in the Payment Account of the
      Trust.  The Trust’s funds available for Distribution to the Holders of
      the Preferred Securities will be limited to payments received from the
      Depositor.  The payment of Distributions out of moneys held by the
      Trust is guaranteed by the Depositor pursuant to the Guarantee
      Agreement.











During
      any such Extension Period, the Depositor shall not (i) declare or pay any
      dividends or distributions on, or redeem, purchase, acquire or make a
      liquidation payment with respect to, any of the Depositor’s capital stock or
      (ii) make any payment of principal of or any interest or premium on or repay,
      repurchase or redeem any debt securities of the Depositor that rank pari passu
      in all respects with or junior in interest to the Notes (other than (a)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Depositor in connection with (1) any employment contract, benefit plan or other
      similar arrangement with or for the benefit of any one or more employees,
      officers, directors or consultants, (2) a dividend reinvestment or stockholder
      stock purchase plan or (3) the issuance of capital stock of the Depositor (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 a reclassification of the Guarantor’s
      capital stock or the exchange or conversion of any class or series of the
      Depositor’s capital stock (or any capital stock of a Subsidiary (as defined in
      the Indenture) of the Depositor) for any class or series of the Depositor’s
      capital stock or of any class or series of the Depositor’s indebtedness for any
      class or series of the Depositor’s capital stock, (c) the purchase of fractional
      interests in shares of the Depositor’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 or distribution in connection
      with
      any Rights Plan (as defined in the Indenture), the issuance of rights, stock
      or
      other property under any Rights Plan, or the redemption or repurchase of rights
      pursuant thereto or (e) any dividend or distribution in the form of stock,
      warrants, options or other rights where the dividend or distribution stock
      or
      the stock issuable upon exercise of such warrants, options or other rights
      is
      the same stock as that on which the dividend or distribution is being paid
      or
      ranks pari passu with or junior to such stock).




On
      each
      Note Redemption Date, on the stated maturity (or any date of principal repayment
      upon early maturity) of the Notes and on each other date on (or in respect
      of)
      which any principal on the Notes is repaid, the Trust will be required to redeem
      a Like Amount of Trust Securities at the Redemption Price.  Under the
      Indenture, the Notes may be redeemed by the Depositor on any Interest Payment
      Date, at the Depositor’s option, on or after June 15, 2012 in whole or in part
      from time to time at a redemption price equal to one hundred percent (100%)
      of
      the principal amount thereof or the redeemed portion thereof, as applicable,
      together, in the case of any such redemption, with accrued interest, including
      any Additional Interest, to but excluding the date fixed for redemption;
      provided, that the Depositor shall have received the prior approval of the
      Federal Reserve if then required.  The Notes may also be redeemed by
      the Depositor, at its option, at any time, in whole but not in part, upon the
      occurrence of a Capital Disqualification Event, an Investment Company Event
      or a
      Tax Event at the Special Event Redemption Price.




The
      Trust
      Securities redeemed on each Redemption Date shall be redeemed at the Redemption
      Price with the proceeds from the contemporaneous redemption or payment at
      maturity of Notes. Redemptions of the Trust Securities (or portion thereof)
      shall be made and the Redemption Price shall be payable on each Redemption
      Date
      only to the extent that the Trust has funds then on hand and available in the
      Payment Account for the payment of such Redemption Price.




Payments
      of Distributions (including any Additional Interest Amounts), the Redemption
      Price, Liquidation Amount or any other amounts in respect of the Preferred
      Securities shall be




made
        by
        wire transfer at such place and to such account at a banking institution
        in the
        United States as may be designated in writing at least ten (10) Business
        Days
        prior to the date for payment by the Person entitled thereto unless proper
        written transfer instructions have not been received by the relevant record
        date, in which case such payments shall be made by check mailed to the address
        of such Person as such address shall appear in the Security
        Register.  If any Preferred Securities are held by a Depositary, such
        Distributions shall be made to the Depositary in immediately available
        funds.




The
      indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
      subordinate and junior in right of payment to the prior payment in full of
      all
      Senior Debt (as defined in the Indenture), and this Security is issued subject
      to the provisions of the Indenture with respect thereto.











ASSIGNMENT




FOR
      VALUE
      RECEIVED,
      the undersigned assigns and transfers this Preferred Securities Certificate
      to:







(Insert
      assignee’s social security or tax identification number)














(Insert
      address and zip code of assignee)





and
      irrevocably appoints














agent
      to
      transfer this Preferred Securities Certificate on the books of the Trust. The
      agent may substitute another to act for him or her.




Date:Signature:(Sign
                exactly as your name appears on the other side of this Preferred
                Securities Certificate)








The
      signature(s) should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program), pursuant to S.E.C. Rule
      17Ad-15.










Exhibit
      D




Junior
      Subordinated Indenture




JUNIOR
                  SUBORDINATED INDENTURE
                
                between
                
                GREENE
                  COUNTY BANCSHARES, INC.
                
                
                and
                
                
                WILMINGTON
                  TRUST COMPANY,
                *as
                  Trustee*
                
                
                _____________________
                
                Dated
                  as of May 16, 2007
                _____________________
 
 
 
 **TABLE
        OF CONTENTS**
  **Page**
   ARTICLE
                I Definitions and Other Provisions of General
                Application
              1SECTION
                1.1. Definitions.
              1SECTION
                1.2. Compliance Certificate and Opinions.
              10SECTION
                1.3. Forms of Documents Delivered to Trustee.
              11SECTION
                1.4. Acts of Holders.
              11SECTION
                1.5. Notices, Etc.
              13SECTION
                1.6. Notice to Holders; Waiver.
              14SECTION
                1.7. Effect of Headings and Table of Contents.
              14SECTION
                1.8. Successors and Assigns.
              14SECTION
                1.9. Separability Clause.
              14SECTION
                1.10. Benefits of Indenture.
              15SECTION
                1.11. Governing Law.
              15SECTION
                1.12. Submission to Jurisdiction.
              15SECTION
                1.13. Non-Business Days.
              15ARTICLE
                II Security Forms
              16SECTION
                2.1. Form of Security.
              16SECTION
                2.2. Restrictive Legend.
              21SECTION
                2.3. Form of Trustee’s Certificate of Authentication.
              23SECTION
                2.4. Temporary Securities.
              23SECTION
                2.5. Definitive Securities.
              24ARTICLE
                III The Securities
              24SECTION
                3.1. Payment of Principal and Interest.
              24SECTION
                3.2. Denominations.
              26SECTION
                3.3. Execution, Authentication, Delivery and Dating.
              26SECTION
                3.4. Global Securities.
              27SECTION
                3.5. Registration, Transfer and Exchange Generally.
              29SECTION
                3.6. Mutilated, Destroyed, Lost and Stolen Securities.
              30SECTION
                3.7. Persons Deemed Owners.
              30SECTION
                3.8. Cancellation.
              31SECTION
                3.9. Deferrals of Interest Payment Dates.
              31SECTION
                3.10. Right of Set-Off.
              32SECTION
                3.11. Agreed Tax Treatment.
              32
 -i-
 
 SECTION
                3.12. CUSIP Numbers.
              32ARTICLE
                IV Satisfaction and Discharge
              32SECTION
                4.1. Satisfaction and Discharge of Indenture.
              32SECTION
                4.2. Application of Trust Money.
              34ARTICLE
                V Remedies
              34SECTION
                5.1. Events of Default.
              34SECTION
                5.2. Acceleration of Maturity; Rescission and Annulment.
              35SECTION
                5.3. Collection of Indebtedness and Suits for Enforcement by
                Trustee.
              36SECTION
                5.4. Trustee May File Proofs of Claim.
              37SECTION
                5.5. Trustee May Enforce Claim Without Possession of
                Securities.
              37SECTION
                5.6. Application of Money Collected.
              37SECTION
                5.7. Limitation on Suits.
              38SECTION
                5.8. Unconditional Right of Holders to Receive Principal, Premium
                and
                Interest; Direct Action by Holders of Preferred Securities.
              39SECTION
                5.9. Restoration of Rights and Remedies.
              39SECTION
                5.10. Rights and Remedies Cumulative.
              39SECTION
                5.11. Delay or Omission Not Waiver.
              39SECTION
                5.12. Control by Holders.
              40SECTION
                5.13. Waiver of Past Defaults.
              40SECTION
                5.14. Undertaking for Costs.
              40SECTION
                5.15. Waiver of Usury, Stay or Extension Laws.
              41ARTICLE
                VI The Trustee
              41SECTION
                6.1. Corporate Trustee Required.
              41SECTION
                6.2. Certain Duties and Responsibilities.
              41SECTION
                6.3. Notice of Defaults.
              43SECTION
                6.4. Certain Rights of Trustee.
              43SECTION
                6.5. May Hold Securities.
              45SECTION
                6.6. Compensation; Reimbursement; Indemnity.
              45SECTION
                6.7. Resignation and Removal; Appointment of Successor.
              46SECTION
                6.8. Acceptance of Appointment by Successor.
              47SECTION
                6.9. Merger, Conversion, Consolidation or Succession to
                Business.
              47SECTION
                6.10. Not Responsible for Recitals or Issuance of Securities.
              47SECTION
                6.11. Appointment of Authenticating Agent.
              48ARTICLE
                VII Holder’s Lists and Reports by Trustee and Company
              49SECTION
                7.1. Company to Furnish Trustee Names and Addresses of
                Holders.
              49
 -ii-
 
 SECTION
                7.2. Preservation of Information, Communications to
                Holders.
              49SECTION
                7.3. Reports by Company and Trustee.
              50ARTICLE
                VIII Consolidation, Merger, Conveyance, Transfer or Lease
              50SECTION
                8.1. Company May Consolidate, Etc., Only on Certain Terms.
              50SECTION
                8.2. Successor Company Substituted.
              51ARTICLE
                IX Supplemental Indentures
              52SECTION
                9.1. Supplemental Indentures without Consent of Holders.
              52SECTION
                9.2. Supplemental Indentures with Consent of Holders.
              52SECTION
                9.3. Execution of Supplemental Indentures.
              53SECTION
                9.4. Effect of Supplemental Indentures.
              53SECTION
                9.5. Reference in Securities to Supplemental Indentures.
              53ARTICLE
                X Covenants
              54SECTION
                10.1. Payment of Principal, Premium and Interest.
              54SECTION
                10.2. Money for Security Payments to be Held in Trust.
              54SECTION
                10.3. Statement as to Compliance.
              55SECTION
                10.4. Calculation Agent.
              55SECTION
                10.5. Additional Tax Sums.
              56SECTION
                10.6. Additional Covenants.
              56SECTION
                10.7. Waiver of Covenants.
              57SECTION
                10.8. Treatment of Securities.
              57ARTICLE
                XI Redemption of Securities
              58SECTION
                11.1. Optional Redemption.
              58SECTION
                11.2. Special Event Redemption.
              58SECTION
                11.3. Election to Redeem; Notice to Trustee.
              58SECTION
                11.4. Selection of Securities to be Redeemed.
              58SECTION
                11.5. Notice of Redemption.
              59SECTION
                11.6. Deposit of Redemption Price.
              60SECTION
                11.7. Payment of Securities Called for Redemption.
              60ARTICLE
                XII Subordination of Securities
              61SECTION
                12.1. Securities Subordinate to Senior Debt.
              61SECTION
                12.2. No Payment When Senior Debt in Default; Payment Over of Proceeds
                Upon Dissolution, Etc.
              61SECTION
                12.3. Payment Permitted If No Default.
              62SECTION
                12.4. Subrogation to Rights of Holders of Senior Debt.
              63
 -iii-
 
 SECTION
                12.5. Provisions Solely to Define Relative
                Rights.
              63SECTION
                12.6. Trustee to Effectuate Subordination.
              63SECTION
                12.7. No Waiver of Subordination Provisions.
              64SECTION
                12.8. Notice to Trustee.
              64SECTION
                12.9. Reliance on Judicial Order or Certificate of Liquidating
                Agent.
              65SECTION
                12.10. Trustee Not Fiduciary for Holders of Senior Debt.
              65SECTION
                12.11. Rights of Trustee as Holder of Senior Debt; Preservation of
                Trustee’s Rights.
              65SECTION
                12.12. Article Applicable to Paying Agents.
              65
 
 SCHEDULES
  Schedule
                A
              Determination
                of LIBORExhibit
                A
              Form
                of Officer’s
                Certificate
 
  
 
 
 Junior
        Subordinated Indenture, dated as of May 16, 2007, between Greene County
        Bancshares, Inc., a Tennessee corporation (the “*Company*”), and
        Wilmington Trust Company, a Delaware banking corporation, as Trustee (in
        such
        capacity, the “*Trustee*”).
  Recitals
        of the Company
  Whereas,
        the Company has duly authorized the execution and delivery of this Indenture
        to
        provide for the issuance of its unsecured junior subordinated deferrable
        interest notes (the “*Securities*”) issued to evidence loans made to the
        Company of the proceeds from the issuance by GreenBank Capital Trust I, a
        Delaware statutory trust (the “*Trust*”), of undivided preferred
        beneficial interests in the assets of the Trust (the “*Preferred
        Securities*”) and undivided common beneficial interests in the assets of the
        Trust (the “*Common Securities*” and, collectively with the Preferred
        Securities, the “*Trust Securities*”), and to provide the terms and
        conditions upon which the Securities are to be authenticated, issued and
        delivered; and
  Whereas,
        all things necessary to make this Indenture a valid agreement of the Company,
        in
        accordance with its terms, have been done.
  Now,
        therefore, this Indenture Witnesseth:
  For
        and
        in consideration of the premises and the purchase of the Securities by the
        Holders thereof, it is mutually covenanted and agreed, for the equal and
        proportionate benefit of all Holders of the Securities, as follows:
  ARTICLE
        I
  Definitions
        and Other Provisions of General Application
  *SECTION
        1.1.*  *Definitions.*
  For
        all
        purposes of this Indenture, except as otherwise expressly provided or unless
        the
        context otherwise requires:
  (a)  the
        terms
        defined in this Article I have the meanings assigned to them in this
Article I;
  (b)  the
        words
“include,” “includes” and “including” shall be deemed to be followed by the
        phrase “without limitation”;
  (c)  all
        accounting terms not otherwise defined herein have the meanings assigned
        to them
        in accordance with GAAP;
  (d)  unless
        the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
        Indenture;
  (e)  the
        words
“hereby,” “herein,” “hereof” and “hereunder” and other words of similar import
        refer to this Indenture as a whole and not to any particular Article, Section
        or
        other subdivision;
  1
 (f)  a
        reference to the singular includes the plural and vice versa; and
  (g)  the
        masculine, feminine or neuter genders used herein shall include the masculine,
        feminine and neuter genders.
  “*Act*”
        when used with respect to any Holder, has the meaning specified in Section
        1.4.
  “*Administrative
        Trustee*” means, with respect to the Trust, a Person identified as an
“Administrative Trustee” in the Trust Agreement, solely in its capacity as
        Administrative Trustee of the Trust under the Trust Agreement and not in
        its
        individual capacity, or its successor in interest in such capacity, or any
        successor Administrative Trustee appointed as therein provided.
  “*Additional
        Interest*” means the interest, if any, that shall accrue on any amounts
        payable on the Securities, the payment of which has not been made on the
        applicable Interest Payment Date and which shall accrue at the rate per annum
        specified or determined as specified in such Security.
  “*Additional
        Tax Sums*” has the meaning specified in Section 10.5.
  “*Additional
        Taxes*” means taxes, duties or other governmental charges imposed on the
        Trust as a result of a Tax Event (which, for the sake of clarity, does not
        include amounts required to be deducted or withheld by the Trust from payments
        made by the Trust to or for the benefit of the Holder of, or any Person that
        acquires a beneficial interest in, the Securities).
  “*Affiliate*”
        of any specified Person means any other Person directly or indirectly
        controlling or controlled by or under direct or indirect common control with
        such specified Person. For the purposes of this definition, “control,” when used
        with respect to any specified Person, means the power to direct the management
        and policies of such Person, directly or indirectly, whether through the
        ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
        foregoing.
  “*Applicable
        Depository Procedures*” means, with respect to any transfer or transaction
        involving a Global Security or beneficial interest therein, the rules and
        procedures of the Depositary for such Security, in each case to the extent
        applicable to such transaction and as in effect from time to time.
  “*Authenticating
        Agent*” means any Person authorized by the Trustee pursuant to Section
        6.11 to act on behalf of the Trustee to authenticate the
        Securities.
  “*Bankruptcy
        Code*” means Title 11 of the United States Code or any successor statute
        thereto, in each case as amended from time to time.
  “*Board
        of Directors*” means the board of directors of the Company or any duly
        authorized committee of that board.
  “*Board
        Resolution*” means a copy of a resolution certified by the Secretary or an
        Assistant Secretary of the Company to have been duly adopted by the Board
        of
        Directors and to be in full force and effect on the date of such
        certification.
  2
 “*Business
        Day*” means any day other than (i) a Saturday or Sunday, (ii) a day on which
        banking institutions in the City of New York are authorized or required by
        law
        or executive order to remain closed or (iii) a day on which the Corporate
        Trust
        Office of the Trustee is closed for business.
  “*Calculation
        Agent*” has the meaning specified in Section 10.4.
  “*Capital
        Disqualification Event*” means the receipt by the Company of an Opinion of
        Counsel experienced in such matters that, as a result of an amendment to
        or a
        change in law, rule or regulation (including any announced prospective change)
        or a change in interpretation or application of law, rule or regulation by
        any
        legislative body, court, governmental agency or regulatory authority, there
        is
        more than an insubstantial risk that within ninety (90) days of the date
        of such
        opinion, the aggregate liquidation amount of the Preferred Securities will
        not
        be eligible to be treated by the Company as “Tier 1 Capital” (or the then
        equivalent) for purposes of the capital adequacy guidelines of the Federal
        Reserve or other “appropriate Federal banking agency” as such term is defined in
        12 U.S.C. 1813(q), which amendment, change or prospective change becomes
        effective or would become effective, as the case may be, on or after the
        date of
        issuance of the Securities; *provided, however,* that the inability of
        the Company to treat all or any portion of the liquidation amount of the
        Preferred Securities as Tier 1 Capital shall not constitute the basis for
        a
        Capital Disqualification Event if such inability results from the Company
        having
        such Preferred Securities outstanding in an amount that for any reason is
        in
        excess of the amount which may now or hereafter qualify for treatment as
        Tier 1
        Capital under applicable capital adequacy guidelines.
  “*Common
        Securities*” has the meaning specified in the first recital of this
        Indenture.
  “*Common
        Stock*” means the common stock, par value $0.50 per share, of the
        Company.
  “*Company*”
        means the Person named as the “*Company*” in the first paragraph of this
        Indenture until a successor corporation shall have become such pursuant to
        the
        applicable provisions of this Indenture, and thereafter “*Company*” shall
        mean such successor corporation.
  “*Company
        Request*” and “*Company Order*” mean, respectively, the written
        request or order signed in the name of the Company by its Chairman of the
        Board
        of Directors, its Chief Executive Officer or President, and by its Chief
        Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or an
        Assistant Secretary, and delivered to the Trustee.
  “*Corporate
        Trust Office*” means the principal office of the Trustee at which at any
        particular time its corporate trust business shall be administered, which
        office
        at the date of this Indenture is located at Rodney Square North, 1100 North
        Market Street, Wilmington, Delaware 19890-1600, Attention:  Corporate
        Trust Administration.
  “*Debt*”
        means, with respect to any Person, whether recourse is to all or a portion
        of
        the assets of such Person, whether currently existing or hereafter incurred
        and
        whether or not contingent and without duplication, (i) every obligation of
        such
        Person for money borrowed; (ii) every obligation of such Person evidenced
        by
        bonds, debentures, notes or other similar instruments, including obligations
        incurred in connection with the acquisition of property, assets or businesses;
        (iii) every reimbursement obligation of such Person with respect to letters
        of
  3
 credit,
          bankers’ acceptances or similar facilities issued for the account of such
          Person; (iv) every obligation of such Person issued or assumed as the deferred
          purchase price of property or services (but excluding trade accounts payable
          or
          other accrued liabilities arising in the ordinary course of business);
          (v) every
          capital lease obligation of such Person; (vi) all indebtedness of such
          Person,
          whether incurred on or prior to the date of this Indenture or thereafter
          incurred, for claims in respect of derivative products, including interest
          rate,
          foreign exchange rate and commodity forward contracts, options and swaps
          and
          similar arrangements; (vii) every obligation of the type referred to in
          clauses
          (i) through (vi) of another Person and all dividends of another Person
          the
          payment of which, in either case, such Person has guaranteed or is responsible
          or liable for, directly or indirectly, as obligor or otherwise; and (viii)
          any
          renewals, extensions, refundings, amendments or modifications of any obligation
          of the type referred to in clauses (i) through (vii).
  “*Defaulted
        Interest*” has the meaning specified in Section 3.1.
  “*Delaware
        Trustee*” means, with respect to the Trust, the Person identified as the
“Delaware Trustee” in the Trust Agreement, solely in its capacity as Delaware
        Trustee of the Trust under the Trust Agreement and not in its individual
        capacity, or its successor in interest in such capacity, or any successor
        Delaware Trustee appointed as therein provided.
  “*Depositary*”
        means an organization registered as a clearing agency under the Exchange
        Act
        that is designated as Depositary by the Company or any successor
        thereto.  DTC will be the initial Depositary.
  “*Depository
        Participant*” means a broker, dealer, bank, other financial institution or
        other Person for whom from time to time a Depositary effects book-entry
        transfers and pledges of securities deposited with the Depositary.
  “*Distributions*”
        means amounts payable in respect of the Trust Securities as provided in the
        Trust Agreement and referred to therein as “Distributions.”
  “*Dollar*”
        or “$” means the currency of the United States of America that, as at the time
        of payment, is legal tender for the payment of public and private
        debts.
  “*DTC*”
        means The Depository Trust Company, a New York corporation.
  “*Event
        of Default*” has the meaning specified in Section 5.1.
  “*Exchange
        Act*” means the Securities Exchange Act of 1934 or any statute successor
        thereto, in each case as amended from time to time.
  “*Expiration
        Date*” has the meaning specified in Section 1.4.
  “*Extension
        Period*” has the meaning specified in Section 3.9.
  “*Federal
        Reserve*” means the Board of Governors of the Federal Reserve System, the
        staff thereof, or a Federal Reserve Bank, acting through delegated authority,
        in
        each case under the rules, regulations and policies of the Federal Reserve
        System, or if at any time after the
  4
 execution
          of this Indenture any such entity is not existing and performing the duties
          now
          assigned to it, any successor body performing similar duties or
          functions.
  “*GAAP*”
        means United States generally accepted accounting principles, consistently
        applied, from time to time in effect.
  “*Global
        Security*” means a Security that evidences all or part of the Securities,
        the ownership and transfers of which shall be made through book entries by
        a
        Depositary.
  “*Government
        Obligation*” means (a) any security that is (i) a direct obligation of the
        United States of America of which the full faith and credit of the United
        States
        of America is pledged or (ii) an obligation of a Person controlled or supervised
        by and acting as an agency or instrumentality of the United States of America
        or
        the payment of which is unconditionally guaranteed as a full faith and credit
        obligation by the United States of America, which, in either case (i) or
        (ii),
        is not callable or redeemable at the option of the issuer thereof, and (b)
        any
        depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
        Securities Act) as custodian with respect to any Government Obligation that
        is
        specified in clause (a) above and held by such bank for the account of the
        holder of such depositary receipt, or with respect to any specific payment
        of
        principal of or interest on any Government Obligation that is so specified
        and
        held, *provided*, that (except as required by law) such custodian is not
        authorized to make any deduction from the amount payable to the holder of
        such
        depositary receipt from any amount received by the custodian in respect of
        the
        Government Obligation or the specific payment of principal or interest evidenced
        by such depositary receipt.
  “*Guarantee
        Agreement*” means the Guarantee Agreement executed by the Company and
        Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the
        execution and delivery of this Indenture, for the benefit of the holders
        of the
        Preferred Securities, as modified, amended or supplemented from time to
        time.
  “*Holder*”
        means a Person in whose name a Security is registered in the Securities
        Register.
  “*Indenture*”
        means this instrument as originally executed or as it may from time to time
        be
        amended or supplemented by one or more amendments or indentures supplemental
        hereto entered into pursuant to the applicable provisions hereof.
  “*Interest
        Payment Date*” means March 15, June 15, September 15 and December 15 of each
        year, commencing on June 15, 2007, during the term of this
        Indenture.
  “*Investment
        Company Act*” means the Investment Company Act of 1940 or any successor
        statute thereto, in each case as amended from time to time.
  “*Investment
        Company Event*” means the receipt by the Company of an Opinion of Counsel
        experienced in such matters to the effect that, as a result of the occurrence
        of
        a change in law, rule or regulation (including any announced prospective
        change)
        or a written change in interpretation or application of law, rule or regulation
        by any legislative body, court, governmental agency or regulatory authority,
        there is more than an insubstantial risk that the Trust is or, within ninety
        (90) days of the date of such opinion will be, considered an “investment
  5
 company”
          that is required to be registered under the Investment Company Act, which
          change
          or prospective change becomes effective or would become effective, as the
          case
          may be, on or after the date of the issuance of the
          Securities.
  “*LIBOR*”
        has the meaning specified in Schedule A.
  “*LIBOR
        Business Day*” has the meaning specified in Schedule A.
  “*LIBOR
        Determination Date*” has the meaning specified in Schedule
        A.
  “*Maturity*,”
        when used with respect to any Security, means the date on which the principal
        of
        such Security or any installment of principal becomes due and payable as
        therein
        or herein provided, whether at the Stated Maturity or by declaration of
        acceleration, call for redemption or otherwise.
  “*Notice
        of Default*” means a written notice of the kind specified in Section
        5.1(d).
  “*Office
        of Thrift Supervision*” means the Office of Thrift Supervision, as from time
        to time constituted or, if at any time after the execution of this Indenture
        such Office is not existing and performing the duties now assigned to it,
        then
        the body performing such duties at such time.
  “*Officers’
        Certificate*” means a certificate signed by the Chairman of the Board, the
        Chief Executive Officer or President, and by the Chief Financial Officer,
        Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
        of
        the Company and delivered to the Trustee.
  “*Opinion
        of Counsel*” means a written opinion of counsel, who may be counsel for or
        an employee of the Company or any Affiliate of the Company.
  “*Original
        Issue Date*” means the date of original issuance of each
        Security.
  “*Outstanding*”
        means, when used in reference to any Securities, as of the date of
        determination, all Securities theretofore authenticated and delivered under
        this
        Indenture, except:
  (i)  Securities
        theretofore canceled by the Trustee or delivered to the Trustee for
        cancellation;
  (ii)  Securities
        for whose payment or redemption money in the necessary amount has been
        theretofore deposited with the Trustee or any Paying Agent (other than the
        Company) in trust or set aside and segregated in trust by the Company (if
        the
        Company shall act as its own Paying Agent) for the Holders of such Securities;
        *provided*, that, if such Securities are to be redeemed, notice of such
        redemption has been duly given pursuant to this Indenture or provision therefor
        satisfactory to the Trustee has been made; and
  (iii)  Securities
        that have been paid, or in substitution for or in lieu of which other Securities
        have been authenticated and delivered pursuant to the provisions of this
        Indenture, unless proof satisfactory to the Trustee is presented that any
        such
        Securities
  6
 are
          held
          by Holders in whose hands such Securities are valid, binding and legal
          obligations of the Company;
  *provided*,
        that, in determining whether the Holders of the requisite principal amount
        of
        Outstanding Securities have given any request, demand, authorization, direction,
        notice, consent or waiver hereunder, Securities owned by the Company or any
        other obligor upon the Securities or any Affiliate of the Company or such
        other
        obligor shall be disregarded and deemed not to be Outstanding, except that,
        in
        determining whether the Trustee shall be protected in relying upon any such
        request, demand, authorization, direction, notice, consent or waiver, only
        Securities that a Responsible Officer of the Trustee actually knows to be
        so
        owned shall be so disregarded. Securities so owned that have been pledged
        in
        good faith may be regarded as Outstanding if the pledgee establishes to the
        satisfaction of the Trustee the pledgee’s right so to act with respect to such
        Securities and that the pledgee is not the Company or any other obligor upon
        the
        Securities or any Affiliate of the Company or such other obligor.
        Notwithstanding anything herein to the contrary, Securities initially issued
        to
        the Trust that are owned by the Trust shall be deemed to be Outstanding
        notwithstanding the ownership by the Company or an Affiliate of any beneficial
        interest in the Trust.
  “*Paying
        Agent*” means the Trustee or any Person authorized by the Company to pay the
        principal of or any premium or interest on, or other amounts in respect of,
        any
        Securities on behalf of the Company.
  “*Person*”
        means a legal person, including any individual, corporation, estate,
        partnership, joint venture, association, joint stock company, limited liability
        company, trust, unincorporated association, government or any agency or
        political subdivision thereof, or any other entity of whatever
        nature.
  “*Place
        of Payment*” means, with respect to the Securities, the Corporate Trust
        Office of the Trustee.
  “*Placement
        Agent*” has the meaning specified in the Trust Agreement.
  “*Preferred
        Securities*” has the meaning specified in the first recital of this
        Indenture.
  “*Predecessor
        Security*” of any particular Security means every previous Security
        evidencing all or a portion of the same debt as that evidenced by such
        particular Security. For the purposes of this definition, any security
        authenticated and delivered under Section 3.6 in lieu of a mutilated,
        destroyed, lost or stolen Security shall be deemed to evidence the same debt
        as
        the mutilated, destroyed, lost or stolen Security.
  “*Proceeding*”
        has the meaning specified in Section 12.2.
  “*Property
        Trustee*” means the Person identified as the “Property Trustee” in the Trust
        Agreement, solely in its capacity as Property Trustee of the Trust under
        the
        Trust Agreement and not in its individual capacity, or its successor in interest
        in such capacity, or any successor Property Trustee appointed as therein
        provided.
  7
 “*Purchaser*”
        means SunTrust Equity Funding, LLC, as purchaser of the Preferred Securities
        pursuant to the Subscription Agreement.
  “*Redemption
        Date*” means, when used with respect to any Security to be redeemed, the
        date fixed for such redemption by or pursuant to this Indenture.
  “*Redemption
        Price*” means, when used with respect to any Security to be redeemed, in
        whole or in part, the price at which such security or portion thereof is
        to be
        redeemed as fixed by or pursuant to this Indenture.
  “*Reference
        Banks*” has the meaning specified in Schedule A.
  “*Regular
        Record Date*” for the interest payable on any Interest Payment Date with
        respect to the Securities means the date that is fifteen (15) days preceding
        such Interest Payment Date (whether or not a Business Day).
  “*Responsible
        Officer*” means, with respect to the Trustee, any Senior Vice President, any
        Vice President, any Assistant Vice President, the Secretary, any Assistant
        Secretary, the Treasurer, any Assistant Treasurer, any Financial Services
        Officer or Assistant Financial Services Officer, or any other officer of
        the
        Corporate Trust Department of the Trustee and also means, with respect to
        a
        particular corporate trust matter, any other officer to whom such matter
        is
        referred because of that officer’s knowledge of and familiarity with the
        particular subject.
  “*Rights
        Plan*” means a plan of the Company providing for the issuance by the Company
        to all holders of its Common Stock of rights entitling the holders thereof
        to
        subscribe for or purchase shares of any class or series of capital stock
        of the
        Company which rights (i) are deemed to be transferred with such shares of
        such
        Common Stock and (ii) are also issued in respect of future issuances of such
        Common Stock, in each case until the occurrence of a specified event or
        events.
  “*Securities*”
        or “*Security*” means any debt securities or debt security, as the case
        may be, authenticated and delivered under this Indenture.
  “*Securities
        Act*” means the Securities Act of 1933 or any successor statute thereto, in
        each case as amended from time to time.
  “*Securities
        Register*” and “*Securities Registrar*” have the respective meanings
        specified in Section 3.5.
  “*Senior
        Debt*” means the principal of and any premium and interest on (including
        interest accruing on or after the filing of any petition in bankruptcy or
        for
        reorganization relating to the Company, whether or not such claim for
        post-petition interest is allowed in such proceeding) all Debt of the Company,
        whether incurred on or prior to the date of this Indenture or thereafter
        incurred, unless it is provided in the instrument creating or evidencing
        the
        same or pursuant to which the same is outstanding, that such obligations
        are not
        superior in right of payment to the Securities; *provided, however,* that
        if the Company is subject to the regulation and supervision of an "appropriate
        Federal banking agency" within the meaning of 12 U.S.C. 1813(q), the Company
        shall have received the approval of such appropriate Federal banking agency
        prior to issuing any
  8
 such
          obligation if not otherwise generally approved; *provided further,* that
          Senior Debt shall not include any other debt securities, and guarantees
          in
          respect of such debt securities, issued to any trust other than the Trust
          (or a
          trustee of such trust), partnership or other entity affiliated with the
          Company
          that is a financing vehicle of the Company (a “financing entity”), in connection
          with the issuance by such financing entity of equity securities or other
          securities that are treated as equity capital for regulatory capital purposes
          guaranteed by the Company pursuant to an instrument that ranks *pari
          passu* with or junior in right of payment to the Indenture, including,
          without limitation, the debt securities of the Company issued under the
          Indenture, dated September 25, 2003 and June 28, 2005, between the Company
          and
          Wilmington Trust Company, as trustee.
  “*Special
        Event*” means the occurrence of a Capital Disqualification Event, an
        Investment Company Event or a Tax Event.
  “*Special
        Event Redemption Price*” has the meaning specified in Section
        11.2.
  “*Special
        Record Date*” for the payment of any Defaulted Interest means a date fixed
        by the Trustee pursuant to Section 3.1.
  “*Stated
        Maturity*” means June 15, 2037.
  “*Subscription
        Agreement*” means the Preferred Securities Subscription Agreement, dated as
        of May 16, 2007, by and among the Company, the Trust, the Purchaser and SunTrust
        Capital Markets, Inc. (as to certain provisions thereof).
  “*Subsidiary*”
        means a Person more than fifty percent (50%) of the outstanding voting stock
        or
        other voting interests of which is owned, directly or indirectly, by the
        Company
        or by one or more other Subsidiaries, or by the Company and one or more other
        Subsidiaries. For purposes of this definition, “voting stock” means stock that
        ordinarily has voting power for the election of directors, whether at all
        times
        or only so long as no senior class of stock has such voting power by reason
        of
        any contingency.
  “*Tax
        Event*” means the receipt by the Company of an Opinion of Counsel
        experienced in such matters to the effect that, as a result of (a) any amendment
        to or change (including any announced prospective change) in the laws, rules
        or
        any regulations thereunder of the United States or any political subdivision
        or
        taxing authority thereof or therein or (b) any judicial decision or any official
        administrative pronouncement (including any private letter ruling, technical
        advice memorandum or field service advice) or regulatory procedure, including
        any notice or announcement of intent to adopt any such pronouncement or
        procedure (an “Administrative Action”), regardless of whether such judicial
        decision or Administrative Action is issued to or in connection with a
        proceeding involving the Company or the Trust and whether or not subject
        to
        review or appeal, which amendment, change, judicial decision or Administrative
        Action is enacted, promulgated or announced, in each case, on or after the
        date
        of issuance of the Securities, there is more than an insubstantial risk that
        (i)
        the Trust is, or will be within ninety (90) days of the date of such opinion,
        subject to United States federal income tax with respect to income received
        or
        accrued on the Securities, (ii) interest payable by the Company on the
        Securities is not, or within ninety (90) days of the date of such opinion,
        will
        not be, deductible by
  9
 the
          Company, in whole or in part, for United States federal income tax purposes,
          or
          (iii) the Trust is, or will be within ninety (90) days of the date of such
          opinion, subject to more than a *de minimis* amount of other taxes,
          duties or other governmental charges.
  “*Trust*”
        has the meaning specified in the first recital of this Indenture.
  “*Trust
        Agreement*” means the Amended and Restated Trust Agreement executed and
        delivered by the Company, the Property Trustee, Wilmington Trust Company,
        as
        Delaware Trustee and the Administrative Trustees named therein,
        contemporaneously with the execution and delivery of this Indenture, for
        the
        benefit of the holders of the Trust Securities, as amended or supplemented
        from
        time to time.
  “*Trustee*”
        means the Person named as the “*Trustee*” in the first paragraph of this
        instrument, solely in its capacity as such and not in its individual capacity,
        until a successor Trustee shall have become such pursuant to the applicable
        provisions of this Indenture, and, thereafter, “*Trustee*” shall mean or
        include each Person who is then a Trustee hereunder.
  “*Trust
        Indenture Act*” means the Trust Indenture Act of 1939, as amended and as in
        effect on the date as of this Indenture.
  “*Trust
        Securities*” has the meaning specified in the first recital of this
        Indenture.
  *SECTION
        1.2.*  *Compliance
        Certificate and Opinions.*
  (a)  Upon
        any
        application or request by the Company to the Trustee to take any action under
        any provision of this Indenture, the Company shall furnish to the Trustee
        an
        Officers’ Certificate stating that all conditions precedent (including covenants
        compliance with which constitutes a condition precedent), if any, provided
        for
        in this Indenture relating to the proposed action have been complied with
        and an
        Opinion of Counsel stating that in the opinion of such counsel all such
        conditions precedent (including covenants compliance with which constitutes
        a
        condition precedent), if any, have been complied with, except that, in the
        case
        of any such application or request as to which the furnishing of such documents
        is specifically required by any provision of this Indenture relating to such
        particular application or request, no additional certificate or opinion need
        be
        furnished.
  (b)  Every
        certificate with respect to compliance with a condition or covenant provided
        for
        in this Indenture (other than the certificate provided pursuant to Section
        10.3) shall include:
  (i)  a
        statement by each individual signing such certificate or opinion that such
        individual has read such covenant or condition and the definitions herein
        relating thereto;
  (ii)  a
        brief
        statement as to the nature and scope of the examination or investigation
        upon
        which the statements or opinions of such individual contained in such
        certificate or opinion are based;
  10
 (iii)  a
        statement that, in the opinion of such individual, he or she has made such
        examination or investigation as is necessary to enable him or her to express
        an
        informed opinion as to whether or not such covenant or condition has been
        complied with; and
  (iv)  a
        statement as to whether, in the opinion of such individual, such condition
        or
        covenant has been complied with.
  *SECTION
        1.3.*  *Forms
        of Documents Delivered to Trustee.*
  (a)  In
        any
        case where several matters are required to be certified by, or covered by
        an
        opinion of, any specified Person, it is not necessary that all such matters
        be
        certified by, or covered by the opinion of, only one such Person, or that
        they
        be so certified or covered by only one document, but one such Person may
        certify
        or give an opinion with respect to some matters and one or more other such
        Persons as to other matters, and any such Person may certify or give an opinion
        as to such matters in one or several documents.
  (b)  Any
        certificate or opinion of an officer of the Company may be based, insofar
        as it
        relates to legal matters, upon a certificate or opinion of, or representations
        by, counsel, unless such officer knows, or after reasonable inquiry should
        know,
        that the certificate or opinion or representations with respect to matters
        upon
        which his or her certificate or opinion is based are erroneous. Any such
        certificate or Opinion of Counsel may be based, insofar as it relates to
        factual
        matters, upon a certificate or opinion of, or representations by, an officer
        or
        officers of the Company stating that the information with respect to such
        factual matters is in the possession of the Company, unless such counsel
        knows,
        or after reasonable inquiry should know, that the certificate or opinion
        or
        representations with respect to such matters are erroneous.
  (c)  Where
        any
        Person is required to make, give or execute two or more applications, requests,
        consents, certificates, statements, opinions or other instruments under this
        Indenture, they may, but need not, be consolidated and form one
        instrument.
  (d)  Whenever,
        subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
        typographical or other inadvertent or unintentional error or omission shall
        be
        discovered therein, a new document or instrument may be substituted therefor
        in
        corrected form with the same force and effect as if originally received in
        the
        corrected form and, irrespective of the date or dates of the actual execution
        and/or delivery thereof, such substitute document or instrument shall be
        deemed
        to have been executed and/or delivered as of the date or dates required with
        respect to the document or instrument for which it is
        substituted.  Without limiting the generality of the foregoing, any
        Securities issued under the authority of such defective document or instrument
        shall nevertheless be the valid obligations of the Company entitled to the
        benefits of this Indenture equally and ratably with all other Outstanding
        Securities.
  *SECTION
        1.4.*  *Acts
        of Holders.*
  (a)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given to or taken by Holders may
        be
        embodied in and evidenced by one or more instruments of substantially similar
        tenor signed by such Holders in person or by an agent thereof duly appointed
        in
        writing; and, except as herein otherwise
  11
 expressly
          provided, such action shall become effective when such instrument or instruments
          (including any appointment of an agent) is or are delivered to the Trustee,
          and,
          where it is hereby expressly required, to the Company. Such instrument
          or
          instruments (and the action embodied therein and evidenced thereby) are
          herein
          sometimes referred to as the “*Act*” of the Holders signing such
          instrument or instruments. Proof of execution of any such instrument or
          of a
          writing appointing any such agent shall be sufficient for any purpose of
          this
          Indenture and conclusive in favor of the Trustee and the Company, if made
          in the
          manner provided in this Section 1.4.
  (b)  The
        fact
        and date of the execution by any Person of any such instrument or writing
        may be
        proved by the affidavit of a witness of such execution or by the certificate
        of
        any notary public or other officer authorized by law to take acknowledgments
        of
        deeds, certifying that the individual signing such instrument or writing
        acknowledged to him or her the execution thereof. Where such execution is
        by a
        Person acting in other than his or her individual capacity, such certificate
        or
        affidavit shall also constitute sufficient proof of his or her
        authority.  The fact and date of the execution by any Person of any
        such instrument or writing, or the authority of the Person executing the
        same,
        may also be proved in any other manner that the Trustee deems sufficient
        and in
        accordance with such reasonable rules as the Trustee may determine.
  (c)  The
        ownership of Securities shall be proved by the Securities Register.
  (d)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Security shall bind every future Holder of the
        same
        Security and the Holder of every Security issued upon the registration of
        transfer thereof or in exchange therefor or in lieu thereof in respect of
        anything done or suffered to be done by the Trustee or the Company in reliance
        thereon, whether or not notation of such action is made upon such
        Security.
  (e)  Without
        limiting the foregoing, a Holder entitled to take any action hereunder with
        regard to any particular Security may do so with regard to all or any part
        of
        the principal amount of such Security or by one or more duly appointed agents
        each of which may do so pursuant to such appointment with regard to all or
        any
        part of such principal amount.
  (f)  Except
        as
        set forth in paragraph (g) of this Section 1.4, the Company may set any
        day as a record date for the purpose of determining the Holders of Outstanding
        Securities entitled to give, make or take any request, demand, authorization,
        direction, notice, consent, waiver or other action provided or permitted
        by this
        Indenture to be given, made or taken by Holders of Securities. If any record
        date is set pursuant to this paragraph, the Holders of Outstanding Securities
        on
        such record date, and no other Holders, shall be entitled to take the relevant
        action, whether or not such Holders remain Holders after such record date;
        *provided*, that no such action shall be effective hereunder unless taken
        on or prior to the applicable Expiration Date (as defined below) by Holders
        of
        the requisite principal amount of Outstanding Securities on such record
        date.  Nothing in this paragraph shall be construed to prevent the
        Company from setting a new record date for any action for which a record
        date
        has previously been set pursuant to this paragraph (whereupon the record
        date
        previously set shall automatically and with no action by any Person be canceled
        and of no effect).  Promptly after any record date is set pursuant to
        this paragraph, the Company, at its own expense, shall cause notice of such
        record date, the proposed action by Holders and the applicable Expiration
        Date
        to be given to the Trustee in writing and to each Holder of Securities in
        the
        manner set forth in Section 1.6.
  12
 (g)  The
        Trustee may set any day as a record date for the purpose of determining the
        Holders of Outstanding Securities entitled to join in the giving or making
        of
        (i) any Notice of Default, (ii) any declaration of acceleration or rescission
        or
        annulment thereof referred to in Section 5.2, (iii) any request to
        institute proceedings referred to in Section 5.7(b) or (iv) any direction
        referred to in Section 5.12. If any record date is set pursuant to this
        paragraph, the Holders of Outstanding Securities on such record date, and
        no
        other Holders, shall be entitled to join in such notice, declaration, request
        or
        direction, whether or not such Holders remain Holders after such record date;
        *provided*, that no such action shall be effective hereunder unless taken
        on or prior to the applicable Expiration Date by Holders of the requisite
        principal amount of Outstanding Securities on such record date. Nothing in
        this
        paragraph shall be construed to prevent the Trustee from setting a new record
        date for any action for which a record date has previously been set pursuant
        to
        this paragraph (whereupon the record date previously set shall automatically
        and
        with no action by any Person be canceled and of no effect).  Promptly
        after any record date is set pursuant to this paragraph, the Trustee, at
        the
        Company’s expense, shall cause notice of such record date, the proposed action
        by Holders and the applicable Expiration Date to be given to the Company
        in
        writing and to each Holder of Securities in the manner set forth in Section
        1.6.
  (h)  With
        respect to any record date set pursuant to paragraph (f) or (g) of this
Section 1.4, the party hereto that sets such record date may designate
        any day as the “*Expiration Date*” and from time to time may change the
        Expiration Date to any earlier or later day; *provided*, that no such
        change shall be effective unless notice of the proposed new Expiration Date
        is
        given to the other party hereto in writing, and to each Holder of Securities
        in
        the manner set forth in Section 1.6, on or prior to the existing
        Expiration Date. If an Expiration Date is not designated with respect to
        any
        record date set pursuant to this Section 1.4, the party hereto that set
        such record date shall be deemed to have initially designated the ninetieth
        (90th) day
        after such record date as the Expiration Date with respect thereto, subject
        to
        its right to change the Expiration Date as provided in this paragraph.
        Notwithstanding the foregoing, no Expiration Date shall be later than the
        one
        hundred and eightieth (180th) day
        after the
        applicable record date.
  *SECTION
        1.5.*  *Notices,
        Etc.*
  Any
        request, demand, authorization, direction, notice, consent, waiver, Act of
        Holders, or other document provided or permitted by this Indenture to be
        made
        upon, given or furnished to, or filed with:
  (a)  the
        Trustee by any Holder, any holder of Preferred Securities or the Company
        shall
        be sufficient for every purpose hereunder if made, given, furnished or filed
        in
        writing to or with the Trustee at its Corporate Trust Office,
  (b)  the
        Company by the Trustee, any Holder or any holder of Preferred Securities
        shall
        be sufficient for every purpose hereunder if in writing and mailed, first
        class,
        postage prepaid, to the Company addressed to it at 100 North Main Street,
        Greeneville, Tennessee 37744 Attn: Chief Financial Officer, or at any other
        address previously furnished in writing to the Trustee by the
        Company,
  13
 (c)  the
        Placement Agent by the Trustee, the Company, any Holder or any holder or
        beneficial owner of the Preferred Securities, shall be sufficient for every
        purpose hereunder if in writing and mailed, first-class postage prepaid to
        the
        Placement Agent at 303 Peachtree Street, N.E., 24th Floor,
        Mail
        Code 3950, Atlanta, Georgia 30308 or any other address previously furnished
        by
        the Placement Agent, or
  (d)           the
        Purchaser by the Trustee, the Company, any Holder or any holder or beneficial
        owner of the Preferred Securities, shall be sufficient for every purpose
        hereunder if in writing and mailed first-class postage prepaid to the Purchaser
        at 303 Peachtree Street NW, 26th Floor,
        Atlanta,
        Georgia 30308, or any other address previously furnished by the
        Purchaser.
  *SECTION
        1.6.*  *Notice
        to Holders; Waiver.*
  Where
        this Indenture provides for notice to Holders of any event, such notice shall
        be
        sufficiently given (unless otherwise herein expressly provided) if in writing
        and mailed, first class, postage prepaid, to each Holder affected by such
        event
        to the address of such Holder as it appears in the Securities Register, not
        later than the latest date, and not earlier than the earliest date, prescribed
        for the giving of such notice. If, by reason of the suspension of or
        irregularities in regular mail service or for any other reason, it shall
        be
        impossible or impracticable to mail notice of any event to Holders when said
        notice is required to be given pursuant to any provision of this Indenture,
        then
        any manner of giving such notice as shall be satisfactory to the Trustee
        shall
        be deemed to be a sufficient giving of such notice. In any case where notice
        to
        Holders is given by mail, neither the failure to mail such notice, nor any
        defect in any notice so mailed, to any particular Holder shall affect the
        sufficiency of such notice with respect to other Holders. Where this Indenture
        provides for notice in any manner, such notice may be waived in writing by
        the
        Person entitled to receive such notice, either before or after the event,
        and
        such waiver shall be the equivalent of such notice. Waivers of notice by
        Holders
        shall be filed with the Trustee, but such filing shall not be a condition
        precedent to the validity of any action taken in reliance upon such
        waiver.
  *SECTION
        1.7.*  *Effect
        of Headings and Table of Contents.*
  The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction of this
        Indenture.
  *SECTION
        1.8.*  *Successors
        and Assigns.*
  This
        Indenture shall be binding upon and shall inure to the benefit of any successor
        to the Company and the Trustee, including any successor by operation of
        law.  Except in connection with a transaction involving the Company
        that is permitted under Article VIII and pursuant to which the assignee
        agrees in writing to perform the Company’s obligations hereunder, the Company
        shall not assign its obligations hereunder.
  *SECTION
        1.9.*  *Separability
        Clause.*
  If
        any
        provision in this Indenture or in the Securities shall be invalid, illegal
        or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in
  14
 any
          way
          be affected or impaired thereby, and there shall be deemed substituted
          for the
          provision at issue a valid, legal and enforceable provision as similar
          as
          possible to the provision at issue.
  *SECTION
        1.10.*  *Benefits
        of Indenture.*
  Nothing
        in this Indenture or in the Securities, express or implied, shall give to
        any
        Person, other than the parties hereto and their successors and assigns, the
        holders of Senior Debt, the Holders of the Securities and, to the extent
        expressly provided in Sections 5.2, 5.8, 5.9, 5.11,
5.13, 9.2 and 10.7, the holders of
        Preferred Securities,
        any benefit or any legal or equitable right, remedy or claim under this
        Indenture.
  *SECTION
        1.11.*  *Governing
        Law.*
  This
        Indenture and the rights and obligations of each of the Holders, the Company
        and
        the Trustee shall be construed and enforced in accordance with and governed
        by
        the laws of the State of New York without reference to its conflict of laws
        provisions (other than Section 5-1401 of the General Obligations
        Law).
  *SECTION
        1.12.*  *Submission
        to Jurisdiction.*
  ANY
        LEGAL
        ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
        ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS
        OF THE
        STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
        OF
        AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
        BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH
        PARTY
        ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
        UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
        APPEALS
        THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
        INDENTURE.
  *SECTION
        1.13.*  *Non-Business
        Days.*
  If
        any
        Interest Payment Date, Redemption Date or Stated Maturity of any Security
        shall
        not be a Business Day, then (notwithstanding any other provision of this
        Indenture or the Securities) payment of interest, premium or principal or
        other
        amounts in respect of such Security shall not be made on such date, but shall
        be
        made on the next succeeding Business Day (and no interest shall accrue in
        respect of the amounts whose payment is so delayed for the period from and
        after
        such Interest Payment Date, Redemption Date or Stated Maturity, as the case
        may
        be, until such next succeeding Business Day) except that, if such Business
        Day
        falls in the next succeeding calendar year, such payment shall be made on
        the
        immediately preceding Business Day, in each case with the same force and
        effect
        as if made on the Interest Payment Date or Redemption Date or at the Stated
        Maturity.
  15
 ARTICLE
        II
  Security
        Forms
  *SECTION
        2.1.*  *Form
        of Security.*
  Any
        Security issued hereunder shall be in substantially the following
        form:
  Greene
        County Bancshares, Inc.
  Floating
        Rate Junior Subordinated Note due 2037
  No.
        001                                                                                                                               $57,732,000
  Greene
        County Bancshares, Inc., a corporation organized and existing under the laws
        of
        Tennessee (hereinafter called the “*Company*,” which term includes any
        successor Person under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to Wilmington Trust Company, not in its
        individual capacity but solely as Property Trustee for GreenBank Capital
        Trust
        I, a Delaware statutory trust (the “Holder”), or registered assigns, the
        principal sum of Fifty Seven Million Seven Hundred and Thirty-Two ($57,732,000)
        Dollars or such other principal amount represented hereby as may be set forth
        in
        the records of the Securities Registrar hereinafter referred to in accordance
        with the Indenture on June 15, 2037.  The Company further promises to
        pay interest on said principal sum from May 16, 2007, or from the most recent
        Interest Payment Date to which interest has been paid or duly provided for,
        quarterly (subject to deferral as set forth herein) in arrears on March 15,
        June
        15, September 15 and December 15 of each year, commencing on June 15, 2007,
        or
        if any such day is not a Business Day, on the next succeeding Business Day
        (and
        no interest shall accrue in respect of the amounts whose payment is so delayed
        for the period from and after such Interest Payment Date until such next
        succeeding Business Day), except that, if such Business Day falls in the
        next
        succeeding calendar year, such payment shall be made on the immediately
        preceding Business Day, in each case, with the same force and effect as if
        made
        on the Interest Payment Date, at an annual rate equal to [___]% beginning
        on
        (and including) the Original Issue Date and ending on (but excluding) June
        15,
        2007 and at an annual rate for each successive period beginning on (and
        including) June 15, 2007, and each successive Interest Payment Date, and
        ending
        on (but excluding) the next succeeding Interest Payment Date equal to LIBOR
        plus
        1.65%, together with Additional Tax Sums, if any, as provided in Section
        10.5 of the Indenture, until the principal hereof is paid or duly provided
        for or made available for payment; *provided*, that any overdue
        principal, premium or Additional Tax Sums and any overdue installment of
        interest shall bear Additional Interest (to the extent that the payment of
        such
        interest shall be legally enforceable) at a variable rate per annum, reset
        quarterly, equal to LIBOR plus 1.65%, compounded quarterly, from the dates
        such
        amounts are due until they are paid or made available for payment, and such
        interest shall be payable on demand.
  The
        amount of interest payable shall be computed on the basis of a 360-day year
        and
        the actual number of days elapsed in the relevant interest period, computed
        by
        dividing the actual number of days elapsed in the period by 360 and multiplying
        the result by the applicable per annum rate in effect for the period. The
        interest so payable, and punctually paid or duly provided
  16
 for,
          on
          any Interest Payment Date shall, as provided in the Indenture, be paid
          to the
          Person in whose name this Security (or one or more Predecessor Securities)
          is
          registered at the close of business on the Regular Record Date for such
          interest
          installment.  Any such interest not so punctually paid or duly
          provided for shall forthwith cease to be payable to the Holder on such
          Regular
          Record Date and may either be paid to the Person in whose name this Security
          (or
          one or more Predecessor Securities) is registered at the close of business
          on a
          Special Record Date for the payment of such Defaulted Interest to be fixed
          by
          the Trustee, notice whereof shall be given to Holders of Securities not
          less
          than ten (10) days prior to such Special Record Date, or be paid at any
          time in
          any other lawful manner not inconsistent with the requirements of any securities
          exchange on which the Securities may be listed, and upon such notice as
          may be
          required by such exchange, all as more fully provided in the
          Indenture.
  So
        long
        as no Event of Default pursuant to Sections 5.1(c), (e) or (f) of the
        Indenture has occurred and is continuing, the Company shall have the right,
        at
        any time and from time to time during the term of this Security, to defer
        the
        payment of interest on this Security for a period of up to twenty (20)
        consecutive quarterly interest payment periods (each such period, an
“*Extension Period*”), during which Extension Period(s), no interest
        shall be due and payable (except any Additional Tax Sums that may be due
        and
        payable).  No Extension Period shall end on a date other than an
        Interest Payment Date, and no Extension Period shall extend beyond the Stated
        Maturity of the principal of this Security.  No interest shall be due
        and payable during an Extension Period (except any Additional Tax Sums that
        may
        be due and payable), except at the end thereof, but each installment of interest
        that would otherwise have been due and payable during such Extension Period
        shall bear Additional Interest (to the extent payment of such interest would
        be
        legally enforceable) at a variable rate per annum, reset quarterly, equal
        to
        LIBOR plus 1.65%, compounded quarterly, from the dates on which amounts would
        have otherwise been due and payable until paid or made available for
        payment.  At the end of any such Extension Period, the Company shall
        pay all interest then accrued and unpaid on this Security, together with
        such
        Additional Interest.  Prior to the termination of any such Extension
        Period, the Company may further defer the payment of interest;
*provided*, that (i) all such previous and further extensions comprising
        such Extension Period do not exceed twenty (20) quarterly interest payment
        periods, (ii) no Extension Period shall end on a date other than an Interest
        Payment Date and (iii) no Extension Period shall extend beyond the Stated
        Maturity of the principal of this Security.  Upon the termination of
        any such Extension Period and upon the payment of all accrued and unpaid
        interest and any Additional Interest then due on any Interest Payment Date,
        the
        Company may elect to begin a new Extension Period; *provided*, that (i)
        such Extension Period does not exceed twenty (20) quarterly interest payment
        periods, (ii) no Extension Period shall end on a date other than an Interest
        Payment Date and (iii) no Extension Period shall extend beyond the Stated
        Maturity of the principal of this Security.  The Company shall give
        the Holder of this Security and the Trustee written notice of its election
        to
        begin any such Extension Period at least five Business Days prior to the
        next
        succeeding Interest Payment Date on which interest on this Security would
        be
        payable but for such deferral or, so long as this Security is held by the
        Trust,
        at least five Business Days prior to the earlier of (i) the next succeeding
        date
        on which Distributions on the Preferred Securities of GreenBank Capital Trust
        I
        would be payable but for such deferral and (ii) the date on which the Property
        Trustee of such Trust is required to give notice to any securities exchange
        or
        other applicable self-regulatory organization or to holders of such Preferred
        Securities of the record date for the payment of such
        Distributions.
  17
 During
        any such Extension Period, the Company shall not (i) declare or pay any
        dividends or distributions on, or redeem, purchase, acquire or make a
        liquidation payment with respect to, any of the Company’s capital stock or (ii)
        make any payment of principal of or any interest or premium on or repay,
        repurchase or redeem any debt securities of the Company that rank *pari
        passu* in all respects with or junior in interest to this Security (other
        than (a) repurchases, redemptions or other acquisitions of shares of capital
        stock of the Company in connection with (1) any employment contract, benefit
        plan or other similar arrangement with or for the benefit of any one or more
        employees, officers, directors or consultants, (2) a dividend reinvestment
        or
        stockholder stock purchase plan or (3) 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 a reclassification of the
        Guarantor’s capital stock or the 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 or distribution in connection with any Rights Plan,
        the issuance of rights, stock or other property under any Rights Plan, or
        the
        redemption or repurchase of rights pursuant thereto or (e) any dividend or
        distribution in the form of stock, warrants, options or other rights where
        the
        dividend or distribution stock or the stock issuable upon exercise of such
        warrants, options or other rights is the same stock as that on which the
        dividend or distribution is being paid or ranks *pari passu* with or
        junior to such stock).
  Payment
        of principal of, premium, if any, and interest on this Security shall be
        made in
        such coin or currency of the United States of America as at the time of payment
        is legal tender for payment of public and private debts.  Payments of
        principal, premium, if any, and interest due at the Maturity of this Security
        shall be made at the office or agency of the Company maintained for that
        purpose
        in the Place of Payment upon surrender of such Securities to the Paying Agent,
        and payments of interest shall be made, subject to such surrender where
        applicable, by wire transfer at such place and to such account at a banking
        institution in the United States as may be designated in writing to the Paying
        Agent at least ten (10) Business Days prior to the date for payment by the
        Person entitled thereto unless proper written transfer instructions have
        not
        been received by the relevant record date, in which case such payments shall
        be
        made by check mailed to the address of such Person as such address shall
        appear
        in the Security Register.  Notwithstanding the foregoing, so long as
        the holder of this Security is the Property Trustee, the payment of the
        principal of (and premium, if any) and interest (including any overdue
        installment of interest and Additional Tax Sums, if any) on this Security
        will
        be made at such place and to such account as may be designated by the Property
        Trustee.
  The
        indebtedness evidenced by this Security is, to the extent provided in the
        Indenture, subordinate and junior in right of payment to the prior payment
        in
        full of all Senior Debt, and this Security is issued subject to the provisions
        of the Indenture with respect thereto. Each Holder of this Security, by
        accepting the same, (a) agrees to and shall be bound by such provisions,
        (b)
        authorizes and directs the Trustee on his or her behalf to take such actions
        as
        may be necessary or appropriate to effectuate the subordination so provided
        and
        (c) appoints the Trustee his or her attorney-in-fact for any and all such
        purposes. Each Holder hereof, by his or her acceptance
  18
 hereof,
          waives all notice of the acceptance of the subordination provisions contained
          herein and in the Indenture by each holder of Senior Debt, whether now
          outstanding or hereafter incurred, and waives reliance by each such holder
          upon
          said provisions.
  Unless
        the certificate of authentication hereon has been executed by the Trustee
        by
        manual signature, this Security shall not be entitled to any benefit under
        the
        Indenture or be valid or obligatory for any purpose.
  This
        Security is one of a duly authorized issue of securities of the Company (the
        “*Securities*”) issued under the Junior Subordinated Indenture, dated as
        of May 16, 2007 (the “*Indenture*”), between the Company and Wilmington
        Trust Company, as Trustee (in such capacity, the “*Trustee*,” which term
        includes any successor trustee under the Indenture), to which Indenture and
        all
        indentures supplemental thereto reference is hereby made for a statement
        of the
        respective rights, limitations of rights, duties and immunities thereunder
        of
        the Company, the Trustee, the holders of Senior Debt and the Holders of the
        Securities, and of the terms upon which the Securities are, and are to be,
        authenticated and delivered.
  All
        terms
        used in this Security that are defined in the Indenture or in the Amended
        and
        Restated Trust Agreement, dated as of May 16, 2007 (as modified, amended
        or
        supplemented from time to time, the “*Trust Agreement*”), relating to
        GreenBank Capital Trust I (the “*Trust*”), among the Company, as
        Depositor, the Trustees named therein and the Holders from time to time of
        the
        Trust Securities issued pursuant thereto, shall have the meanings assigned
        to
        them in the Indenture or the Trust Agreement, as the case may be.
  The
        Company may, on any Interest Payment Date, at its option, upon not less than
        thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
        of the Securities (unless a shorter notice period shall be satisfactory to
        the
        Trustee) on or after June 15, 2012 and subject to the terms and conditions
        of
Article XI of the Indenture, redeem this Security in whole at any time or
        in part from time to time at a Redemption Price equal to one hundred percent
        (100%) of the principal amount hereof, together, in the case of any such
        redemption, with accrued interest, including any Additional Interest, to
        but
        excluding the date fixed for redemption; *provided*, that the Company
        shall have received the prior approval of the Federal Reserve if then
        required.
  In
        addition, upon the occurrence and during the continuation of a Special Event,
        the Company may, at its option, upon not less than thirty (30) days’ nor more
        than sixty (60) days’ written notice to the Holders of the Securities (unless a
        shorter notice period shall be satisfactory to the Trustee), redeem this
        Security, in whole but not in part, subject to the terms and conditions of
        Article XI of the Indenture at the Special Event Redemption Price;
*provided*, that the Company shall have received the prior approval
        of
        the Federal Reserve if then required.
  In
        the
        event of redemption of this Security in part only, a new Security or Securities
        for the unredeemed portion hereof will be issued in the name of the Holder
        hereof upon the cancellation hereof.  If less than all the Securities
        are to be redeemed, the particular Securities to be redeemed shall be selected
        not more than sixty (60) days prior to the Redemption Date by the Trustee
        from
        the Outstanding Securities not previously called for redemption, by such
        method
        as the Trustee shall deem fair and appropriate and which may provide for
        the
        selection for redemption of a portion of the principal amount of any
        Security.
  19
 The
        Indenture permits, with certain exceptions as therein provided, the Company
        and
        the Trustee at any time to enter into a supplemental indenture or indentures
        for
        the purpose of modifying in any manner the rights and obligations of the
        Company
        and of the Holders of the Securities, with the consent of the Holders of
        not
        less than a majority in principal amount of the Outstanding Securities. The
        Indenture also contains provisions permitting Holders of specified percentages
        in principal amount of the Securities, on behalf of the Holders of all
        Securities, to waive compliance by the Company with certain provisions of
        the
        Indenture and certain past defaults under the Indenture and their consequences.
        Any such consent or waiver by the Holder of this Security shall be conclusive
        and binding upon such Holder and upon all future Holders of this Security
        and of
        any Security issued upon the registration of transfer hereof or in exchange
        herefor or in lieu hereof, whether or not notation of such consent or waiver
        is
        made upon this Security.
  No
        reference herein to the Indenture and no provision of this Security or of
        the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of and any premium and interest,
        including any Additional Interest, on this Security at the times, place and
        rate, and in the coin or currency, herein prescribed.
  As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        the transfer of this Security is registrable in the Securities Register,
        upon
        surrender of this Security for registration of transfer at the office or
        agency
        of the Company maintained for such purpose, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Company and
        the
        Securities Registrar and duly executed by, the Holder hereof or such Holder’s
        attorney duly authorized in writing, and thereupon one or more new Securities,
        of like tenor, of authorized denominations and for the same aggregate principal
        amount, will be issued to the designated transferee or transferees.
  The
        Securities are issuable only in registered form without coupons in minimum
        denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
        As provided in the Indenture and subject to certain limitations therein set
        forth, Securities are exchangeable for a like aggregate principal amount
        of
        Securities and of like tenor of a different authorized denomination, as
        requested by the Holder surrendering the same.
  No
        service charge shall be made for any such registration of transfer or exchange,
        but the Company may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in connection therewith.
  The
        Company, the Trustee and any agent of the Company or the Trustee may treat
        the
        Person in whose name this Security is registered as the owner hereof for
        all
        purposes, whether or not this Security be overdue, and neither the Company,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.
  The
        Company and, by its acceptance of this Security or a beneficial interest
        therein, the Holder of, and any Person that acquires a beneficial interest
        in,
        this Security agree that, for United States federal, state and local tax
        purposes, it is intended that this Security constitute
        indebtedness.
  20
 This
        Security shall be construed and enforced in accordance with and governed
        by the
        laws of the State of New York, without reference to its conflict of laws
        provisions (other than Section 5-1401 of the General Obligations
        Law).
  IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed.
   Greene
                County Bancshares, Inc.By:Name:
              James
                E. AdamsTitle:
              Chief
                  Financial Officer
  *SECTION
        2.2.*  *Restrictive
        Legend.*
  (a)  Any
        Security issued hereunder shall bear a legend in substantially the following
        form:
  “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
        TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES, AND ANY INTEREST THEREIN,
        MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
        REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF
        ANY SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE
        RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
        ACT
        PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.
  THE
        HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT
        OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE
        TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY
        BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
        SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
        TO
        AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)
        (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
        THE
        SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,”
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, (IV)
        PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
        OR (V)
        PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
        WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
        ANY
        OTHER APPLICABLE JURISDICTION
  21
 AND,
        IN
        THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE
        AN
        OPINION OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER
        WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS
        REFERRED TO IN (A) ABOVE.
  THE
        SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
        AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.  TO THE FULLEST
        EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST
        THEREIN, IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000
        AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND
        OF NO
        LEGAL EFFECT WHATSOEVER.  TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
        SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
        SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
        PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND
        SUCH
        PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH
        SECURITIES.
  THE
        HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
        OR
        THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
        INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
        I OF
        THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        (“*ERISA*”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
        AMENDED (THE “*CODE*”) (EACH A “*PLAN*”), OR AN ENTITY WHOSE
        UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN
        THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
        HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
        IS
        ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
        PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
        OR
        ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,
        OR
        ANY INTEREST THEREIN, 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 OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
        406 OF ERISA OR SECTION 4975 OF THE
  22
 CODE
        FOR
        WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
  THIS
        OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
        AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
        CORPORATION (THE “*FDIC*”).”
  (b)  The
        above
        legend shall not be removed from any Security unless there is delivered to
        the
        Company satisfactory evidence, which may include an opinion of counsel, as
        may
        be reasonably required to ensure that any future transfers thereof may be
        made
        without restriction under the provisions of the Securities Act and other
        applicable law.  Upon provision of such satisfactory evidence, the
        Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
        at the written direction of the Company, a Security that does not bear the
        legend.
  *SECTION
        2.3.*  *Form
        of Trustee’s Certificate of Authentication.*
  The
        Trustee’s certificate of authentication shall be in substantially the following
        form:
  This
        is
        one of the Securities referred to in the within-mentioned
        Indenture.
  Dated:
        May 16, 2007
  WILMINGTON
                TRUST COMPANY, *as Trustee*By:*Authorized
                officer*
  
 *SECTION
        2.4.*  *Temporary
        Securities.*
  (a)  Pending
        the preparation of definitive Securities, the Company may execute, and upon
        Company Order the Trustee shall authenticate and deliver, temporary Securities
        that are printed, lithographed, typewritten, mimeographed or otherwise produced,
        in any denomination, substantially of the tenor of the definitive Securities
        in
        lieu of which they are issued and with such appropriate insertions, omissions,
        substitutions and other variations as the officers executing such Securities
        may
        determine, as evidenced by their execution of such Securities.
  (b)  If
        temporary Securities are issued, the Company will cause definitive Securities
        to
        be prepared without unreasonable delay. After the preparation of definitive
        Securities, the temporary Securities shall be exchangeable for definitive
        Securities upon surrender of the temporary Securities at the office or agency
        of
        the Company designated for that purpose without charge to the Holder. Upon
        surrender for cancellation of any one or more temporary Securities, the Company
        shall execute and the Trustee shall authenticate and deliver in exchange
        therefor one or more definitive Securities of any authorized denominations
        having the same Original Issue Date and Stated Maturity and having the same
        terms as such temporary Securities. Until so exchanged, the temporary Securities
        shall in all respects be entitled to the same benefits under this Indenture
        as
        definitive Securities.
  23
 *SECTION
        2.5.*  *Definitive
        Securities.*
  The
        Securities issued on the Original Issue Date shall be in definitive
        form.  The definitive Securities shall be printed, lithographed or
        engraved, or produced by any combination of these methods, if required by
        any
        securities exchange on which the Securities may be listed, on a steel engraved
        border or steel engraved borders or may be produced in any other manner
        permitted by the rules of any securities exchange on which the Securities
        may be
        listed, all as determined by the officers executing such Securities, as
        evidenced by their execution of such Securities.
  ARTICLE
        III
  The
        Securities
  *SECTION
        3.1.*  *Payment
        of Principal and Interest.*
  (a)  The
        unpaid principal amount of the Securities shall bear interest at an annual
        rate
        equal to [_____]% beginning on (and including) the Original Issue Date and
        ending on (but excluding) June 15, 2007 and at a variable rate per annum,
        reset
        quarterly, for each successive period beginning on (and including) June 15,
        2007, and each successive Interest Payment Date, and ending on (but excluding)
        the next succeeding Interest Payment Date equal to LIBOR plus 1.65%, and
        any
        overdue principal, premium or Additional Tax Sums and any overdue installment
        of
        interest shall bear Additional Interest (to the extent payment of such interest
        would be legally enforceable) at a variable rate per annum, reset quarterly,
        equal to LIBOR plus 1.65%, from the dates such amounts are due until they
        are
        paid or funds for the payment thereof are made available for
        payment.
  (b)  Interest
        and Additional Interest on any Security that is payable, and is punctually
        paid
        or duly provided for, on any Interest Payment Date shall be paid to the Person
        in whose name that Security (or one or more Predecessor Securities) is
        registered at the close of business on the Regular Record Date for such
        interest, except that interest and any Additional Interest payable on the
        Stated
        Maturity (or any date of principal repayment upon early maturity) of the
        principal of a Security or on a Redemption Date shall be paid to the Person
        to
        whom principal is paid. The initial payment of interest on any Security that
        is
        issued between a Regular Record Date and the related Interest Payment Date
        shall
        be payable as provided in such Security.
  (c)  Any
        interest on any Security that is due and payable, but is not timely paid
        or duly
        provided for, on any Interest Payment Date for Securities (herein called
        “*Defaulted Interest*”) shall forthwith cease to be payable to the
        registered Holder on the relevant Regular Record Date by virtue of having
        been
        such Holder, and such Defaulted Interest may be paid by the Company, at its
        election in each case, as provided in paragraph (i) or (ii) below:
  (i)  The
        Company may elect to make payment of any Defaulted Interest to the Persons
        in
        whose names the Securities (or their respective Predecessor Securities) are
        registered at the close of business on a Special Record Date for the payment
        of
        such Defaulted Interest (a “*Special Record Date*”), which shall be fixed
        in the following manner.  At least thirty (30) days prior to the date
        of the proposed payment, the Company
  24
 shall
          notify the Trustee in writing of the amount of Defaulted Interest proposed
          to be
          paid on each Security and the date of the proposed payment, and at the
          same time
          the Company shall deposit with the Trustee an amount of money equal to
          the
          aggregate amount proposed to be paid in respect of such Defaulted Interest
          or
          shall make arrangements satisfactory to the Trustee for such deposit prior
          to
          the date of the proposed payment, such money when deposited to be held
          in trust
          for the benefit of the Persons entitled to such Defaulted Interest. Thereupon
          the Trustee shall fix a Special Record Date for the payment of such Defaulted
          Interest, which shall be not more than fifteen (15) days and not less than
          ten
          (10) days prior to the date of the proposed payment and not less than ten
          (10)
          days after the receipt by the Trustee of the notice of the proposed payment.
          The
          Trustee shall promptly notify the Company of such Special Record Date and,
          in
          the name and at the expense of the Company, shall cause notice of the proposed
          payment of such Defaulted Interest and the Special Record Date therefor
          to be
          mailed, first class, postage prepaid, to each Holder of a Security at the
          address of such Holder as it appears in the Securities Register not less
          than
          ten (10) days prior to such Special Record Date.  Notice of the
          proposed payment of such Defaulted Interest and the Special Record Date
          therefor
          having been so mailed, such Defaulted Interest shall be paid to the Persons
          in
          whose names the Securities (or their respective Predecessor Securities)
          are
          registered on such Special Record Date; or
  (ii)  The
        Company may make payment of any Defaulted Interest in any other lawful manner
        not inconsistent with the requirements of any securities exchange on which
        the
        Securities may be listed and, upon such notice as may be required by such
        exchange (or by the Trustee if the Securities are not listed), if, after
        notice
        given by the Company to the Trustee of the proposed payment pursuant to this
        clause, such payment shall be deemed practicable by the Trustee.
  (d)  Payments
        of interest on the Securities shall include interest accrued to but excluding
        the respective Interest Payment Dates. The amount of interest payable shall
        be
        computed on the basis of a 360-day year and the actual number of days elapsed
        in
        the relevant interest period, computed by dividing the actual number of days
        elapsed in the period by 360 and multiplying the result by the applicable
        per
        annum rate in effect for the period.
  (e)  Payment
        of principal of, premium, if any, and interest on the Securities shall be
        made
        in such coin or currency of the United States of America as at the time of
        payment is legal tender for payment of public and private
        debts.  Payments of principal, premium, if any, and interest due at
        the Maturity of such Securities shall be made at the Place of Payment upon
        surrender of such Securities to the Paying Agent and payments of interest
        shall
        be made subject to such surrender where applicable, by wire transfer at such
        place and to such account at a banking institution in the United States as
        may
        be designated in writing to the Paying Agent at least ten (10) Business Days
        prior to the date for payment by the Person entitled thereto unless proper
        written transfer instructions have not been received by the relevant record
        date, in which case such payments shall be made by check mailed to the address
        of such Person as such address shall appear in the Security
        Register.  Notwithstanding the foregoing, so long as the holder of the
        Security is the Property Trustee, the payment of the principal of (and premium
        if any) and interest (including any overdue installment of interest and
        Additional Tax Sums, if any) on the
  25
 Security
          will be made at such place and to such account as may be designated by
          the
          Property Trustee.
  (f)  Subject
        to the foregoing provisions of this Section 3.1, each Security delivered
        under this Indenture upon transfer of or in exchange for or in lieu of any
        other
        Security shall carry the rights to interest accrued and unpaid, and to accrue,
        that were carried by such other Security.
  *SECTION
        3.2.*  *Denominations.*
  The
        Securities shall be in registered form without coupons and shall be issuable
        in
        minimum denominations of $100,000 and any integral multiple of $1,000 in
        excess
        thereof.
  *SECTION
        3.3.*  *Execution,
        Authentication, Delivery and Dating.*
  (a)  At
        any
        time and from time to time after the execution and delivery of this
        Indenture,  the Company may deliver Securities in an aggregate
        principal amount (including all then Outstanding Securities) not in excess
        of
        $57,732,000 executed by the Company to the Trustee for authentication, together
        with a Company Order for the authentication and delivery of such Securities,
        and
        the Trustee in accordance with the Company Order shall authenticate and deliver
        such Securities. In authenticating such Securities, and accepting the additional
        responsibilities under this Indenture in relation to such Securities, the
        Trustee shall be entitled to receive, and shall be fully protected in relying
        upon:
  (i)  a
        copy of
        any Board Resolution relating thereto; and
  (ii)  an
        Opinion of Counsel stating that such Securities, when authenticated and
        delivered by the Trustee and issued by the Company in the manner and subject
        to
        any conditions specified in such Opinion of Counsel, will constitute valid
        and
        legally binding obligations of the Company, subject to bankruptcy, insolvency,
        fraudulent transfer, reorganization, moratorium and similar laws of general
        applicability relating to or affecting creditors’ rights and to general equity
        principles.
  (b)  The
        Securities shall be executed on behalf of the Company by its Chairman of
        the
        Board or its President. The signature of any of these officers on the Securities
        may be manual or facsimile.  Securities bearing the manual or
        facsimile signatures of individuals who were at any time the proper officers
        of
        the Company shall bind the Company, notwithstanding that such individuals
        or any
        of them have ceased to hold such offices prior to the authentication and
        delivery of such Securities or did not hold such offices at the date of such
        Securities.
  (c)  No
        Security shall be entitled to any benefit under this Indenture or be valid
        or
        obligatory for any purpose, unless there appears on such Security a certificate
        of authentication substantially in the form provided for herein executed
        by the
        Trustee by the manual signature of one of its authorized officers, and such
        certificate upon any Security shall be conclusive evidence, and the only
        evidence, that such Security has been duly authenticated and delivered
        hereunder. Notwithstanding the foregoing, if any Security shall have been
        authenticated and delivered hereunder but never issued and sold by the Company,
        and the Company shall deliver such Security to the Trustee for cancellation
        as
        provided in Section 3.8, for all purposes of this
  26
 Indenture
          such Security shall be deemed never to have been authenticated and delivered
          hereunder and shall never be entitled to the benefits of this
          Indenture.
  (d)  Each
        Security shall be dated the date of its authentication.
  *SECTION
        3.4.*  *Global
        Securities.*
  (a)  Upon
        the
        election of the Holder after the Original Issue Date, which election need
        not be
        in writing, the Securities owned by such Holder shall be issued in the form
        of
        one or more Global Securities registered in the name of the Depositary or
        its
        nominee. Each Global Security issued under this Indenture shall be registered
        in
        the name of the Depositary designated by the Company for such Global Security
        or
        a nominee thereof and delivered to such Depositary or a nominee thereof or
        custodian therefor, and each such Global Security shall constitute a single
        Security for all purposes of this Indenture.
  (b)  Notwithstanding
        any other provision in this Indenture, no Global Security may be exchanged
        in
        whole or in part for Securities registered, and no transfer of a Global Security
        in whole or in part may be registered, in the name of any Person other than
        the
        Depositary for such Global Security or a nominee thereof unless (i) such
        Depositary advises the Trustee and the Company in writing that such Depositary
        is no longer willing or able to properly discharge its responsibilities as
        Depositary with respect to such Global Security, and no qualified successor
        is
        appointed by the Company within ninety (90) days of receipt by the Company
        of
        such notice, (ii) such Depositary ceases to be a clearing agency registered
        under the Exchange Act and no successor is appointed by the Company within
        ninety (90) days after obtaining knowledge of such event, (iii) the Company
        executes and delivers to the Trustee a Company Order stating that the Company
        elects to terminate the book-entry system through the Depositary or (iv)
        an
        Event of Default shall have occurred and be continuing.  Upon the
        occurrence of any event specified in clause (i), (ii), (iii) or (iv) above,
        the
        Trustee shall notify the Depositary and instruct the Depositary to notify
        all
        owners of beneficial interests in such Global Security of the occurrence
        of such
        event and of the availability of Securities to such owners of beneficial
        interests requesting the same.  Upon the issuance of such Securities
        and the registration in the Securities Register of such Securities in the
        names
        of the Holders of the beneficial interests therein, the Trustees shall recognize
        such holders of beneficial interests as Holders.
  (c)  If
        any
        Global Security is to be exchanged for other Securities or canceled in part,
        or
        if another Security is to be exchanged in whole or in part for a beneficial
        interest in any Global Security, then either (i) such Global Security shall
        be
        so surrendered for exchange or cancellation as provided in this Article
        III or (ii) the principal amount thereof shall be reduced or increased by
        an
        amount equal to the portion thereof to be so exchanged or canceled, or equal
        to
        the principal amount of such other Security to be so exchanged for a beneficial
        interest therein, as the case may be, by means of an appropriate adjustment
        made
        on the records of the Securities Registrar, whereupon the Trustee, in accordance
        with the Applicable Depository Procedures, shall instruct the Depositary
        or its
        authorized representative to make a corresponding adjustment to its records.
        Upon any such surrender or adjustment of a Global Security by the Depositary,
        accompanied by registration instructions, the Company shall execute and the
        Trustee shall authenticate and deliver any Securities issuable in exchange
        for
        such Global Security (or any portion thereof) in accordance with the
        instructions of the Depositary. The Trustee shall not be
  27
 liable
          for any delay in delivery of such instructions and may conclusively rely
          on, and
          shall be fully protected in relying on, such instructions.
  (d)  Every
        Security authenticated and delivered upon registration of transfer of, or
        in
        exchange for or in lieu of, a Global Security or any portion thereof shall
        be
        authenticated and delivered in the form of, and shall be, a Global Security,
        unless such Security is registered in the name of a Person other than the
        Depositary for such Global Security or a nominee thereof.
  (e)  Securities
        distributed to holders of Book-Entry Preferred Securities (as defined in
        the
        applicable Trust Agreement) upon the dissolution of the Trust shall be
        distributed in the form of one or more Global Securities registered in the
        name
        of a Depositary or its nominee, and deposited with the Securities Registrar,
        as
        custodian for such Depositary, or with such Depositary, for credit by the
        Depositary to the respective accounts of the beneficial owners of the Securities
        represented thereby (or such other accounts as they may
        direct).  Securities distributed to holders of Preferred Securities
        other than Book-Entry Preferred Securities upon the dissolution of the Trust
        shall not be issued in the form of a Global Security or any other form intended
        to facilitate book-entry trading in beneficial interests in such
        Securities.
  (f)  The
        Depositary or its nominee, as the registered owner of a Global Security,
        shall
        be the Holder of such Global Security for all purposes under this Indenture
        and
        the Securities, and owners of beneficial interests in a Global Security shall
        hold such interests pursuant to the Applicable Depository Procedures.
        Accordingly, any such owner’s beneficial interest in a Global Security shall be
        shown only on, and the transfer of such interest shall be effected only through,
        records maintained by the Depositary or its nominee or its Depositary
        Participants.  The Securities Registrar and the Trustee shall be
        entitled to deal with the Depositary for all purposes of this Indenture relating
        to a Global Security (including the payment of principal and interest thereon
        and the giving of instructions or directions by owners of beneficial interests
        therein and the giving of notices) as the sole Holder of the Security and
        shall
        have no obligations to the owners of beneficial interests
        therein.  Neither the Trustee nor the Securities Registrar shall have
        any liability in respect of any transfers effected by the
        Depositary.
  (g)  The
        rights of owners of beneficial interests in a Global Security shall be exercised
        only through the Depositary and shall be limited to those established by
        law and
        agreements between such owners and the Depositary and/or its Depositary
        Participants.
  (h)  No
        holder
        of any beneficial interest in any Global Security held on its behalf by a
        Depositary shall have any rights under this Indenture with respect to such
        Global Security, and such Depositary may be treated by the Company, the Trustee
        and any agent of the Company or the Trustee as the owner of such Global Security
        for all purposes whatsoever.  None of the Company, the Trustee, nor
        any agent of the Company or the Trustee will have any responsibility or
        liability for any aspect of the records relating to or payments made on account
        of beneficial ownership interests of a Global Security or maintaining,
        supervising or reviewing any records relating to such beneficial ownership
        interests. Notwithstanding the foregoing, nothing herein shall prevent the
        Company, the Trustee or any agent of the Company or the Trustee from giving
        effect to any written certification, proxy or other authorization furnished
        by a
        Depositary or impair, as between a Depositary and such holders of beneficial
        interests, the operation of
  28
 customary
          practices governing the exercise of the rights of the Depositary (or its
          nominee) as Holder of any Security.
  *SECTION
        3.5.*  *Registration,
        Transfer and Exchange Generally.*
  (a)  The
        Trustee shall cause to be kept at the Corporate Trust Office a register (the
        “*Securities Register*”) in which the registrar and transfer agent with
        respect to the Securities (the “*Securities Registrar*”), subject to such
        reasonable regulations as it may prescribe, shall provide for the registration
        of Securities and of transfers and exchanges of Securities. The Trustee shall
        at
        all times also be the Securities Registrar.  The provisions of
Article VI shall apply to the Trustee in its role as Securities
        Registrar.
  (b)  Upon
        surrender for registration of transfer of any Security at the offices or
        agencies of the Company designated for that purpose the Company shall execute,
        and the Trustee shall authenticate and deliver, in the name of the designated
        transferee or transferees, one or more new Securities of any authorized
        denominations of like tenor and aggregate principal amount.
  (c)  At
        the
        option of the Holder, Securities may be exchanged for other Securities of
        any
        authorized denominations, of like tenor and aggregate principal amount, upon
        surrender of the Securities to be exchanged at such office or agency. Whenever
        any Securities are so surrendered for exchange, the Company shall execute,
        and
        the Trustee shall authenticate and deliver, the Securities that the Holder
        making the exchange is entitled to receive.
  (d)  All
        Securities issued upon any transfer or exchange of Securities shall be the
        valid
        obligations of the Company, evidencing the same debt, and entitled to the
        same
        benefits under this Indenture, as the Securities surrendered upon such transfer
        or exchange.
  (e)  Every
        Security presented or surrendered for transfer or exchange shall (if so required
        by the Company or the Trustee) be duly endorsed, or be accompanied by a written
        instrument of transfer in form satisfactory to the Company and the Securities
        Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
        authorized in writing.
  (f)  No
        service charge shall be made to a Holder for any transfer or exchange of
        Securities, but the Company and the Trustee may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Securities.
  (g)  Neither
        the Company nor the Trustee shall be required pursuant to the provisions
        of this
Section 3.5, (i) to issue, register the transfer of or exchange any
        Security during a period beginning at the opening of business fifteen (15)
        days
        before the day of selection for redemption of Securities pursuant to Article
        XI and ending at the close of business on the day of mailing of the notice
        of redemption or (ii) to register the transfer of or exchange any Security
        so
        selected for redemption in whole or in part, except, in the case of any such
        Security to be redeemed in part, any portion thereof not to be
        redeemed.
  (h)  The
        Company shall designate an office or offices or agency or agencies where
        Securities may be surrendered for registration or transfer or
        exchange.  The Company initially
  29
 designates
          the Corporate Trust Office as its office and agency for such
          purposes.  The Company shall give prompt written notice to the Trustee
          and to the Holders of any change in the location of any such office or
          agency.
  *SECTION
        3.6.*  *Mutilated,
        Destroyed, Lost and Stolen Securities.*
  (a)  If
        any
        mutilated Security is surrendered to the Trustee together with such security
        or
        indemnity as may be required by the Company or the Trustee to save each of
        them
        harmless, the Company shall execute and the Trustee shall authenticate and
        deliver in exchange therefor a new Security of like tenor and aggregate
        principal amount and bearing a number not contemporaneously
        outstanding.
  (b)  If
        there
        shall be delivered to the Company and to the Trustee (i) evidence to their
        satisfaction of the destruction, loss or theft of any Security and (ii) such
        security or indemnity as may be required by them to save each of them harmless,
        then, in the absence of notice to the Company or the Trustee that such Security
        has been acquired by a *bona fide* purchaser, the Company shall execute
        and upon its written request the Trustee shall authenticate and deliver,
        in lieu
        of any such destroyed, lost or stolen Security, a new Security of like tenor
        and
        aggregate principal amount as such destroyed, lost or stolen Security, and
        bearing a number not contemporaneously outstanding.
  (c)  If
        any
        such mutilated, destroyed, lost or stolen Security has become or is about
        to
        become due and payable, the Company in its discretion may, instead of issuing
        a
        new Security, pay such Security.
  (d)  Upon
        the
        issuance of any new Security under this Section 3.6, the Company may
        require the payment of a sum sufficient to cover any tax or other governmental
        charge that may be imposed in relation thereto and any other expenses (including
        the fees and expenses of the Trustee) connected therewith.
  (e)  Every
        new
        Security issued pursuant to this Section 3.6 in lieu of any mutilated,
        destroyed, lost or stolen Security shall constitute an original additional
        contractual obligation of the Company, whether or not the mutilated, destroyed,
        lost or stolen Security shall be at any time enforceable by anyone, and shall
        be
        entitled to all the benefits of this Indenture equally and proportionately
        with
        any and all other Securities duly issued hereunder.
  (f)  The
        provisions of this Section 3.6 are exclusive and shall preclude (to the
        extent lawful) all other rights and remedies with respect to the replacement
        or
        payment of mutilated, destroyed, lost or stolen Securities.
  *SECTION
        3.7.*  *Persons
        Deemed Owners.*
  The
        Company, the Trustee and any agent of the Company or the Trustee shall treat
        the
        Person in whose name any Security is registered as the owner of such Security
        for the purpose of receiving payment of principal of and any interest on
        such
        Security and for all other purposes whatsoever, and neither the Company,
        the
        Trustee nor any agent of the Company or the Trustee shall be affected by
        notice
        to the contrary.
  30
 *SECTION
        3.8.*  *Cancellation.*
  All
        Securities surrendered for payment, redemption, transfer or exchange shall,
        if
        surrendered to any Person other than the Trustee, be delivered to the Trustee,
        and any such Securities and Securities surrendered directly to the Trustee
        for
        any such purpose shall be promptly canceled by it. The Company may at any
        time
        deliver to the Trustee for cancellation any Securities previously authenticated
        and delivered hereunder that the Company may have acquired in any manner
        whatsoever, and all Securities so delivered shall be promptly canceled by
        the
        Trustee. No Securities shall be authenticated in lieu of or in exchange for
        any
        Securities canceled as provided in this Section 3.8, except as expressly
        permitted by this Indenture. All canceled Securities shall be disposed of
        by the
        Trustee in accordance with its customary practices and the Trustee shall
        deliver
        to the Company a certificate of such disposition.
  *SECTION
        3.9.*  *Deferrals
        of Interest Payment Dates.*
  (a)  So
        long
        as no Event of Default pursuant to Sections 5.1(c), (e) or (f) has
        occurred and is continuing, the Company shall have the right, at any time
        and
        from time to time during the term of the Security, to defer the payment of
        interest on the Securities for a period of up to twenty (20) consecutive
        quarterly interest payment periods (each such period, an “*Extension
        Period*”), during which Extension Period(s), the Company shall have the
        right to make no payments or partial payments of interest on any Interest
        Payment Date (except any Additional Tax Sums that otherwise may be due and
        payable).  No Extension Period shall end on a date other than an
        Interest Payment Date and no Extension Period shall extend beyond the Stated
        Maturity of the principal of the Securities.  No interest shall be due
        and payable during an Extension Period, except at the end thereof, but each
        installment of interest that would otherwise have been due and payable during
        such Extension Period shall bear Additional Interest (to the extent payment
        of
        such interest would be legally enforceable) at a variable rate per annum,
        reset
        quarterly, equal to LIBOR plus 1.65%, compounded quarterly, from the dates
        on
        which amounts would have otherwise been due and payable until paid or until
        funds for the payment thereof have been made available for
        payment.  At the end of any such Extension Period, the Company shall
        pay all interest then accrued and unpaid on the Securities together with
        such
        Additional Interest.  Prior to the termination of any such Extension
        Period, the Company may extend such Extension Period and further defer the
        payment of interest; *provided*, that (i) all such previous and further
        extensions comprising such Extension Period do not exceed twenty (20) quarterly
        interest payment periods, (ii) no Extension Period shall end on a date other
        than an Interest Payment Date and (iii) no Extension Period shall extend
        beyond
        the Stated Maturity of the principal of the Securities.  Upon the
        termination of any such Extension Period and upon the payment of all accrued
        and
        unpaid interest and any Additional Interest then due on any Interest Payment
        Date, the Company may elect to begin a new Extension Period; *provided*,
        that (i) such Extension Period does not exceed twenty (20) quarterly interest
        payment periods, (ii) no Extension Period shall end on a date other than
        an
        Interest Payment Date and (iii) no Extension Period shall extend beyond the
        Stated Maturity of the principal of the Securities.  The Company shall
        give (i) the Holders of the Securities, (ii) the Trustee, (iii) the Property
        Trustee and (iv) any beneficial owner of the Preferred Securities reasonably
        identified to the Company (which identification may be made either by such
        beneficial owner or by the Placement Agent or the Purchaser) written notice
        of
        its election to begin any such Extension Period at least five (5)
  31
 Business
          Days prior to the next succeeding Interest Payment Date on which interest
          on the
          Securities would be payable but for such deferral.
  (b)  In
        connection with any such Extension Period, the Company shall be subject to
        the
        restrictions set forth in Section 10.6(a).
  *SECTION
        3.10.*  *Right
        of Set-Off.*
  Notwithstanding
        anything to the contrary herein, the Company shall have the right to set
        off any
        payment it is otherwise required to make in respect of any Security to the
        extent the Company has theretofore made, or is concurrently on the date of
        such
        payment making, a payment under the Guarantee Agreement relating to such
        Security or to a holder of Preferred Securities pursuant to an action undertaken
        under Section 5.8 of this Indenture.
  *SECTION
        3.11.*  *Agreed
        Tax Treatment.*
  Each
        Security issued hereunder shall provide that the Company and, by its acceptance
        or acquisition of a Security or a beneficial interest therein, the Holder
        of,
        and any Person that acquires a direct or indirect beneficial interest in,
        such
        Security, intend and agree to treat such Security as indebtedness of the
        Company
        for United States Federal, state and local tax purposes and to treat the
        Preferred Securities (including but not limited to all payments and proceeds
        with respect to the Preferred Securities) as an undivided beneficial ownership
        interest in the Securities (and payments and proceeds therefrom, respectively)
        for United States Federal, state and local tax purposes.  The
        provisions of this Indenture shall be interpreted to further this intention
        and
        agreement of the parties.
  *SECTION
        3.12.*  *CUSIP
        Numbers.*
  The
        Company in issuing the Securities may use “CUSIP” numbers (if then generally in
        use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
        and other similar or related materials as a convenience to Holders;
*provided*, that any such notice or other materials may state that no
        representation is made as to the correctness of such numbers either as printed
        on the Securities or as contained in any notice of redemption or other materials
        and that reliance may be placed only on the other identification numbers
        printed
        on the Securities, and any such redemption shall not be affected by any defect
        in or omission of such numbers.
  ARTICLE
        IV
  Satisfaction
        and Discharge
  *SECTION
        4.1.*  *Satisfaction
        and Discharge of Indenture.*
  This
        Indenture shall, upon Company Request, cease to be of further effect (except
        as
        to any surviving rights of registration of transfer or exchange of Securities
        herein expressly provided for and as otherwise provided in this Section
        4.1) and the Trustee, on demand of and at the expense of the Company, shall
        execute proper instruments acknowledging satisfaction and discharge of this
        Indenture, when
  32
 (a)  either
  (i)  all
        Securities theretofore authenticated and delivered (other than (A) Securities
        that have been mutilated, destroyed, lost or stolen and that have been replaced
        or paid as provided in Section 3.6 and (B) Securities for whose payment
        money has theretofore been deposited in trust or segregated and held in trust
        by
        the Company and thereafter repaid to the Company or discharged from such
        trust
        as provided in Section 10.2) have been delivered to the Trustee for
        cancellation; or
  (ii)  all
        such
        Securities not theretofore delivered to the Trustee for
        cancellation
  (A)
              have
                  become due and payable, or
  (B)
              will
                  become due and payable at their Stated Maturity within one year
                  of the
                  date of deposit, or
  (C)
              are
                  to be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of redemption
                  by the
                  Trustee in the name, and at the expense, of the
                  Company,
  and
        the
        Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited
        or
        caused to be deposited with the Trustee as trust funds in trust for such
        purpose
        (x) an amount in the currency or currencies in which the Securities are payable,
        (y) Government Obligations which through the scheduled payment of principal
        and
        interest in respect thereof in accordance with their terms will provide,
        not
        later than the due date of any payment, money in an amount or (z) a combination
        thereof, in each case sufficient, in the opinion of a nationally recognized
        firm
        of independent public accountants expressed in a written certification thereof
        delivered to the Trustee, to pay and discharge the entire indebtedness on
        such
        Securities not theretofore delivered to the Trustee for cancellation, for
        principal and any premium and interest (including any Additional Interest)
        to
        the date of such deposit (in the case of Securities that have become due
        and
        payable) or to the Stated Maturity (or any date of principal repayment upon
        early maturity) or Redemption Date, as the case may be;
  (b)  the
        Company has paid or caused to be paid all other sums payable hereunder by
        the
        Company; and
  (c)  the
        Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel each stating that all conditions precedent herein provided for relating
        to the satisfaction and discharge of this Indenture have been complied
        with.
  Notwithstanding
        the satisfaction and discharge of this Indenture, the obligations of the
        Company
        to the Trustee under Section 6.6, the obligations of the Company to any
        Authenticating Agent under Section 6.11 and, if money shall have been
        deposited with the Trustee pursuant to subclause (a)(ii) of this Section
        4.1, the obligations of the Trustee under Section 4.2 and Section
        10.2(e) shall survive.
  33
 *SECTION
        4.2.*  *Application
        of Trust Money.*
  Subject
        to the provisions of Section 10.2(e), all money deposited with the
        Trustee pursuant to Section 4.1 shall be held in trust and applied by the
        Trustee, in accordance with the provisions of the Securities and this Indenture,
        to the payment in accordance with Section 3.1, either directly or through
        any Paying Agent (including the Company acting as its own Paying Agent) as
        the
        Trustee may determine, to the Persons entitled thereto, of the principal
        and any
        premium and interest (including any Additional Interest) for the payment
        of
        which such money or obligations have been deposited with or received by the
        Trustee.  Moneys held by the Trustee under this Section 4.2
        shall not be subject to the claims of holders of Senior Debt under Article
        XII.
  ARTICLE
        V
  Remedies
  *SECTION
        5.1.*  *Events
        of Default.*
  “*Event
        of Default*” means, wherever used herein with respect to the Securities, any
        one of the following events (whatever the reason for such Event of Default
        and
        whether it shall be voluntary or involuntary or be effected by operation
        of law
        or pursuant to any judgment, decree or order of any court or any order, rule
        or
        regulation of any administrative or governmental body):
  (a)  default
        in the payment of any interest upon any Security, including any Additional
        Interest in respect thereof, when it becomes due and payable, and continuance
        of
        such default for a period of thirty (30) days (subject to the deferral of
        any
        due date in the case of an Extension Period); or
  (b)  default
        in the payment of the principal of or any premium on any Security at its
        Maturity; or
  (c)  default
        in the payment of any interest upon any Security, including any Additional
        Interest in respect thereof, following the nonpayment of any such interest
        for
        twenty (20) or more consecutive quarterly interest payment periods;
        or
  (d)  default
        in the performance, or breach, of any covenant or warranty of the Company
        in
        this Indenture and continuance of such default or breach for a period of
        thirty
        (30) days after there has been given, by registered or certified mail, to
        the
        Company by the Trustee or to the Company and the Trustee by the Holders of
        at
        least twenty-five percent (25%) in aggregate principal amount of the Outstanding
        Securities a written notice specifying such default or breach and requiring
        it
        to be remedied and stating that such notice is a “Notice of Default” hereunder;
        or
  (e)  the
        entry
        by a court having jurisdiction in the premises of  a decree or order
        adjudging the Company a bankrupt or insolvent, or approving as properly filed
        a
        petition seeking reorganization, arrangement, adjustment or composition of
        or in
        respect of the Company under any applicable Federal or state bankruptcy,
        insolvency, reorganization or other similar law, or
  34
 appointing
          a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
          similar official of the Company or of any substantial part of its property,
          or
          ordering the winding up or liquidation of its affairs, and the continuance
          of
          any such decree or order for relief or any such other decree or order unstayed
          and in effect for a period of sixty (60) consecutive days; or
  (f)  the
        institution by the Company of proceedings to be adjudicated a bankrupt or
        insolvent, or the consent by the Company to the institution of bankruptcy
        or
        insolvency proceedings against it, or the filing by the Company of a petition
        or
        answer or consent seeking reorganization or relief under any applicable Federal
        or state bankruptcy, insolvency, reorganization or other similar law, or
        the
        consent by it to the filing of such petition or to the appointment of or
        taking
        possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
        or other similar official of the Company or of any substantial part of its
        property, or the making by it of an assignment for the benefit of creditors,
        or
        the admission by it in writing of its inability to pay its debts generally
        as
        they become due and its willingness to be adjudicated a bankrupt or insolvent,
        or the taking of corporate action by the Company in furtherance of any such
        action; or
  (g)  the
        Trust
        shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
        business or otherwise terminated its existence, except in connection with
        (1)
        the distribution of the Securities to holders of the Preferred Securities
        in
        liquidation of their interests in the Trust, (2) the redemption of all of
        the
        outstanding Preferred Securities or (3) certain mergers, consolidations or
        amalgamations, each as and to the extent permitted by the Trust
        Agreement.
  *SECTION
        5.2.*  *Acceleration
        of Maturity; Rescission and Annulment.*
  (a)  If
        an
        Event of Default pursuant to Sections 5.1(c), (e) or (f) occurs and is
        continuing, then and in every such case the Trustee or the Holders of not
        less
        than twenty five percent (25%) in principal amount of the Outstanding Securities
        may declare the principal amount of all the Securities to be due and payable
        immediately, by a notice in writing to the Company (and to the Trustee if
        given
        by Holders), provided, that if, upon an Event of Default pursuant to Sections
        5.1(c), (e) or (f), the Trustee or the Holders of not less than twenty five
        percent (25%) in principal amount of the Outstanding Securities fail to declare
        the principal of all the Outstanding Securities to be immediately due and
        payable, the holders of at least twenty five percent (25%) in aggregate
        Liquidation Amount (as defined in the Trust Agreement) of the Preferred
        Securities then outstanding shall have the right to make such declaration
        by a
        notice in writing to the Property Trustee, the Company and the Trustee; and
        upon
        any such declaration the principal amount of and the accrued interest (including
        any Additional Interest) on all the Securities shall become immediately due
        and
        payable.
  (b)  At
        any
        time after such a declaration of acceleration with respect to Securities
        has
        been made and before a judgment or decree for payment of the money due has
        been
        obtained by the Trustee as hereinafter provided in this Article V, the
        Holders of a majority in principal amount of the Outstanding Securities,
        by
        written notice to the Indenture Trustee, or the Holders of a majority in
        aggregate liquidation amount of the Preferred Securities, by written notice
        to
        the Property Trustee, the Company and the Trustee, may rescind and annul
        such
        declaration and its consequences if:
  35
 (i)  the
        Company has paid or deposited with the Trustee a sum sufficient to
        pay:
  (A)
              all
                  overdue installments of interest on all
                  Securities,
  (B)
              any
                  accrued Additional Interest on all
                  Securities,
  (C)
              the
                  principal of and any premium on any Securities that have become
                  due
                  otherwise than by such declaration of acceleration and interest
                  (including
                  any Additional Interest) thereon at the rate borne by the Securities,
                  and
  (D)
              all
                  sums paid or advanced by the Trustee hereunder and the reasonable
                  compensation, expenses, disbursements and advances of the Trustee,
                  the
                  Property Trustee and their agents and counsel;
                  and
  (ii)  all
        Events of Default with respect to Securities, other than the non-payment
        of the
        principal of Securities that has become due solely by such acceleration,
        have
        been cured or waived as provided in Section 5.13;
  *provided*,
        that if the Holders of such Securities fail to annul such declaration and
        waive
        such default, the holders of not less than a majority in aggregate Liquidation
        Amount (as defined in the Trust Agreement) of the Preferred Securities then
        outstanding shall also have the right to rescind and annul such declaration
        and
        its consequences by written notice to the Property Trustee, the Company and
        the
        Trustee, subject to the satisfaction of the conditions set forth in paragraph
        (b) of this Section 5.2.  No such rescission shall affect any
        subsequent default or impair any right consequent thereon.
  *SECTION
        5.3.*  *Collection
        of Indebtedness and Suits for Enforcement by Trustee.*
  (a)  The
        Company covenants that if:
  (i)  default
        is made in the payment of any installment of interest (including any Additional
        Interest) on any Security when such interest becomes due and payable and
        such
        default continues for a period of thirty (30) days, or
  (ii)  default
        is made in the payment of the principal of and any premium on any Security
        at
        the Maturity thereof,
  the
        Company will, upon demand of the Trustee, pay to the Trustee, for the benefit
        of
        the Holders of such Securities, the whole amount then due and payable on
        such
        Securities for principal and any premium and interest (including any Additional
        Interest) and, in addition thereto, all amounts owing the Trustee under
Section 6.6.
  (b)  If
        the
        Company fails to pay such amounts forthwith upon such demand, the Trustee,
        in
        its own name and as trustee of an express trust, may institute a judicial
        proceeding for the collection of the sums so due and unpaid, and may prosecute
        such proceeding to judgment or
  36
 final
          decree, and may enforce the same against the Company or any other obligor
          upon
          such Securities and collect the moneys adjudged or decreed to be payable
          in the
          manner provided by law out of the property of the Company or any other
          obligor
          upon the Securities, wherever situated.
  (c)  If
        an
        Event of Default with respect to Securities occurs and is continuing, the
        Trustee may in its discretion proceed to protect and enforce its rights and
        the
        rights of the Holders of Securities by such appropriate judicial proceedings
        as
        the Trustee shall deem most effectual to protect and enforce any such rights,
        whether for the specific enforcement of any covenant or agreement in this
        Indenture or in aid of the exercise of any power granted herein, or to enforce
        any other proper remedy.
  *SECTION
        5.4.*  *Trustee
        May File Proofs of Claim.*
  In
        case
        of any receivership, insolvency, liquidation, bankruptcy, reorganization,
        arrangement, adjustment, composition or similar judicial proceeding relative
        to
        the Company (or any other obligor upon the Securities), its property or its
        creditors, the Trustee shall be entitled and empowered, by intervention in
        such
        proceeding or otherwise, to take any and all actions authorized hereunder
        in
        order to have claims of the Holders and the Trustee allowed in any such
        proceeding. In particular, the Trustee shall be authorized to collect and
        receive any moneys or other property payable or deliverable on any such claims
        and to distribute the same; and any custodian, receiver, assignee, trustee,
        liquidator, sequestrator or other similar official in any such judicial
        proceeding is hereby authorized by each Holder to make such payments to the
        Trustee and, in the event that the Trustee shall consent to the making of
        such
        payments directly to the Holders, to first pay to the Trustee any amount
        due it
        for the reasonable compensation, expenses, disbursements and advances of
        the
        Trustee, its agents and counsel, and any other amounts owing the Trustee,
        any
        predecessor Trustee and other Persons under Section 6.6.
  *SECTION
        5.5.*  *Trustee
        May Enforce Claim Without Possession of Securities.*
  All
        rights of action and claims under this Indenture or the Securities may be
        prosecuted and enforced by the Trustee without the possession of any of the
        Securities or the production thereof in any proceeding relating thereto,
        and any
        such proceeding instituted by the Trustee shall be brought in its own name
        as
        trustee of an express trust, and any recovery of judgment shall, subject
        to
Article XII and after provision for the payment of all the amounts owing
        the Trustee, any predecessor Trustee and other Persons under Section 6.6,
        be for the ratable benefit of the Holders of the Securities in respect of
        which
        such judgment has been recovered.
  *SECTION
        5.6.*  *Application
        of Money Collected.*
  Any
        money
        or property collected or to be applied by the Trustee with respect to the
        Securities pursuant to this Article V shall be applied in the following
        order, at the date or dates fixed by the Trustee and, in case of the
        distribution of such money or property on account of principal or any premium
        or
        interest (including any Additional Interest), upon presentation of the
        Securities and the notation thereon of the payment if only partially paid
        and
        upon surrender thereof if fully paid:
  37
 FIRST:
        To
        the payment of all amounts due the Trustee, any predecessor Trustee and other
        Persons under Section 6.6;
  SECOND:
        To the payment of all Senior Debt of the Company if and to the extent required
        by Article XII;
  THIRD:  Subject
        to Article XII, to the payment of the amounts then due and unpaid upon
        the Securities for principal and any premium and interest (including any
        Additional Interest) in respect of which or for the benefit of which such
        money
        has been collected, ratably, without preference or priority of any kind,
        according to the amounts due and payable on the Securities for principal
        and any
        premium and interest (including any Additional Interest), respectively;
        and
  FOURTH:
        The balance, if any, to the Person or Persons entitled thereto.
  *SECTION
        5.7.*  *Limitation
        on Suits.*
  Subject
        to Section 5.8, no Holder of any Securities shall have any right to
        institute any proceeding, judicial or otherwise, with respect to this Indenture
        or for the appointment of a custodian, receiver, assignee, trustee, liquidator,
        sequestrator (or other similar official) or for any other remedy hereunder,
        unless:
  (a)  such
        Holder has previously given written notice to the Trustee of a continuing
        Event
        of Default with respect to the Securities;
  (b)  the
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities shall have made written request to the Trustee to
        institute proceedings in respect of such Event of Default in its own name
        as
        Trustee hereunder;
  (c)  such
        Holder or Holders have offered to the Trustee reasonable indemnity against
        the
        costs, expenses and liabilities to be incurred in compliance with such
        request;
  (d)  the
        Trustee after its receipt of such notice, request and offer of indemnity
        has
        failed to institute any such proceeding for sixty (60) days; and
  (e)  no
        direction inconsistent with such written request has been given to the Trustee
        during such sixty (60)-day period by the Holders of a majority in aggregate
        principal amount of the Outstanding Securities;
  it
        being
        understood and intended that no one or more of such Holders shall have any
        right
        in any manner whatever by virtue of, or by availing itself of, any provision
        of
        this Indenture to affect, disturb or prejudice the rights of any other Holders
        of Securities, or to obtain or to seek to obtain priority or preference over
        any
        other of such Holders or to enforce any right under this Indenture, except
        in
        the manner herein provided and for the equal and ratable benefit of all such
        Holders.
  38
 *SECTION
        5.8.*  *Unconditional
        Right of Holders to Receive Principal, Premium and Interest; Direct Action
        by
        Holders of Preferred Securities.*
  Notwithstanding
        any other provision in this Indenture, the Holder of any Security shall have
        the
        right, which is absolute and unconditional, to receive payment of the principal
        of and any premium on such Security at its Maturity and payment of interest
        (including any Additional Interest) on such Security when due and payable
        and to
        institute suit for the enforcement of any such payment, and such right shall
        not
        be impaired without the consent of such Holder. Any registered holder of
        the
        Preferred Securities shall have the right, upon the occurrence of an Event
        of
        Default described in Section 5.1(a), Section 5.1(b) or Section
        5.1(c), to institute a suit directly against the Company for enforcement of
        payment to such holder of principal of and any premium and interest (including
        any Additional Interest) on the Securities having a principal amount equal
        to
        the aggregate Liquidation Amount (as defined in the Trust Agreement) of the
        Preferred Securities held by such holder.
  *SECTION
        5.9.*  *Restoration
        of Rights and Remedies.*
  If
        the
        Trustee, any Holder or any holder of Preferred Securities has instituted
        any
        proceeding to enforce any right or remedy under this Indenture and such
        proceeding has been discontinued or abandoned for any reason, or has been
        determined adversely to the Trustee, such Holder or such holder of Preferred
        Securities, then and in every such case the Company, the Trustee, such Holders
        and such holder of Preferred Securities shall, subject to any determination
        in
        such proceeding, be restored severally and respectively to their former
        positions hereunder, and thereafter all rights and remedies of the Trustee,
        such
        Holder and such holder of Preferred Securities shall continue as though no
        such
        proceeding had been instituted.
  *SECTION
        5.10.*  *Rights
        and Remedies Cumulative.*
  Except
        as
        otherwise provided in Section 3.6(f), no right or remedy herein conferred
        upon or reserved to the Trustee or the Holders is intended to be exclusive
        of
        any other right or remedy, and every right and remedy shall, to the extent
        permitted by law, be cumulative and in addition to every other right and
        remedy
        given hereunder or now or hereafter existing at law or in equity or otherwise.
        The assertion or employment of any right or remedy hereunder, or otherwise,
        shall not prevent the concurrent assertion or employment of any other
        appropriate right or remedy.
  *SECTION
        5.11.*  *Delay
        or Omission Not Waiver.*
  No
        delay
        or omission of the Trustee, any Holder of any Securities or any holder of
        any
        Preferred Security to exercise any right or remedy accruing upon any Event
        of
        Default shall impair any such right or remedy or constitute a waiver of any
        such
        Event of Default or an acquiescence therein.  Every right and remedy
        given by this Article V or by law to the Trustee or to the Holders and
        the right and remedy given to the holders of Preferred Securities by Section
        5.8 may be exercised from time to time, and as often as may be deemed
        expedient, by the Trustee, the Holders or the holders of Preferred Securities,
        as the case may be.
  39
 *SECTION
        5.12.*  *Control
        by Holders.*
  The
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities shall have the right to direct the time, method and
        place
        of conducting any proceeding for any remedy available to the Trustee or
        exercising any trust or power conferred on the Trustee; *provided*,
        that:
  (a)  such
        direction shall not be in conflict with any rule of law or with this
        Indenture,
  (b)  the
        Trustee may take any other action deemed proper by the Trustee that is not
        inconsistent with such direction, and
  (c)  subject
        to the provisions of Section 6.2, the Trustee shall have the right to
        decline to follow such direction if a Responsible Officer or Officers of
        the
        Trustee shall, in good faith, reasonably determine that the proceeding so
        directed would be unjustly prejudicial to the Holders not joining in any
        such
        direction or would involve the Trustee in personal liability.
  *SECTION
        5.13.*  *Waiver
        of Past Defaults.*
  (a)  The
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities or the Holders of a majority in aggregate Liquidation
        Amount (as defined in the Trust Agreement) of the Preferred Securities may
        waive
        any past Event of Default hereunder and its consequences except an Event of
        Default:
  (i)  in
        the
        payment of the principal of or any premium or interest (including any Additional
        Interest) on any Security (unless such Event of Default has been cured and
        the
        Company has paid to or deposited with the Trustee a sum sufficient to pay
        all
        installments of interest (including any Additional Interest) due and past
        due
        and all principal of and any premium on all Securities due otherwise than
        by
        acceleration), or
  (ii)  in
        respect of a covenant or provision hereof that under Article IX cannot be
        modified or amended without the consent of each Holder of any Outstanding
        Security.
  (b)  Any
        such
        waiver shall be deemed to be on behalf of the Holders of all the Securities
        or,
        in the case of a waiver by holders of Preferred Securities issued by such
        Trust,
        by all holders of Preferred Securities.
  (c)  Upon
        any
        such waiver, such Event of Default shall cease to exist and any Event of
        Default
        arising therefrom shall be deemed to have been cured for every purpose of
        this
        Indenture; but no such waiver shall extend to any subsequent or other Event
        of
        Default or impair any right consequent thereon.
  *SECTION
        5.14.*  *Undertaking
        for Costs.*
  All
        parties to this Indenture agree, and each Holder of any Security by his or
        her
        acceptance thereof shall be deemed to have agreed, that any court may in
        its
        discretion require, in any suit for the enforcement of any right or remedy
        under
        this Indenture, or in any suit against the Trustee for any action taken or
        omitted by it as Trustee, the filing by any party litigant in
  40
 such
          suit
          of an undertaking to pay the costs of such suit, and that such court may
          in its
          discretion assess reasonable costs, including reasonable attorneys’ fees and
          expenses, against any party litigant in such suit, having due regard to
          the
          merits and good faith of the claims or defenses made by such party litigant;
          but
          the provisions of this Section 5.14 shall not apply to any suit
          instituted by the Trustee, to any suit instituted by any Holder, or group
          of
          Holders, holding in the aggregate more than ten percent (10%) in aggregate
          principal amount of the Outstanding Securities, or to any suit instituted
          by any
          Holder for the enforcement of the payment of the principal of or any premium
          on
          the Security after the Stated Maturity or any interest (including any Additional
          Interest) on any Security after it is due and payable.
  *SECTION
        5.15.*  *Waiver
        of Usury, Stay or Extension Laws.*
  The
        Company covenants (to the extent that it may lawfully do so) that it will
        not at
        any time insist upon, or plead, or in any manner whatsoever claim or take
        the
        benefit or advantage of, any usury, stay or extension law wherever enacted,
        now
        or at any time hereafter in force, which may affect the covenants or the
        performance of this Indenture; and the Company (to the extent that it may
        lawfully do so) hereby expressly waives all benefit or advantage of any such
        law, and covenants that it will not hinder, delay or impede the execution
        of any
        power herein granted to the Trustee, but will suffer and permit the execution
        of
        every such power as though no such law had been enacted.
  ARTICLE
        VI
  The
        Trustee
  *SECTION
        6.1.*  *Corporate
        Trustee Required.*
  There
        shall at all times be a Trustee hereunder with respect to the
        Securities.  The Trustee shall be a corporation organized and doing
        business under the laws of the United States or of any state thereof, authorized
        to exercise corporate trust powers, having a combined capital and surplus
        of at
        least $50,000,000, subject to supervision or examination by Federal or state
        authority and having an office within the United States. If such corporation
        publishes reports of condition at least annually, pursuant to law or to the
        requirements of such supervising or examining authority, then, for the purposes
        of this Section 6.1, the combined capital and surplus of such corporation
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of condition so published.  If at any time the Trustee
        shall cease to be eligible in accordance with the provisions of this Section
        6.1, it shall resign immediately in the manner and with the effect
        hereinafter specified in this Article VI.
  *SECTION
        6.2.*  *Certain
        Duties and Responsibilities.*
  (a)  Except
        during the continuance of an Event of Default:
  (i)  the
        Trustee undertakes to perform such duties and only such duties as are
        specifically set forth in this Indenture, and no implied covenants or
        obligations shall be read into this Indenture against the Trustee;
        and
  41
 (ii)  in
        the
        absence of bad faith on its part, the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon certificates or opinions furnished to the Trustee and conforming to
        the
        requirements of this Indenture; *provided*, that in the case of any such
        certificates or opinions that by any provision hereof are specifically required
        to be furnished to the Trustee, the Trustee shall be under a duty to examine
        the
        same to determine whether or not they substantially conform on their face
        to the
        requirements of this Indenture.
  (b)  If
        an
        Event of Default known to the Trustee has occurred and is continuing, the
        Trustee shall, prior to the receipt of directions, if any, from the Holders
        of
        at least a majority in aggregate principal amount of the Outstanding Securities,
        exercise such of the rights and powers vested in it by this Indenture, and
        use
        the same degree of care and skill in its exercise, as a prudent person would
        exercise or use under the circumstances in the conduct of such person’s own
        affairs.
  (c)  Notwithstanding
        the foregoing, no provision of this Indenture shall require the Trustee to
        expend or risk its own funds or otherwise incur any financial liability in
        the
        performance of any of its duties hereunder, or in the exercise of any of
        its
        rights or powers, if it shall have reasonable grounds for believing that
        repayment of such funds or adequate indemnity against such risk or liability
        is
        not reasonably assured to it. Whether or not therein expressly so provided,
        every provision of this Indenture relating to the conduct or affecting the
        liability of or affording protection to the Trustee shall be subject to the
        provisions of this Section 6.2.  To the extent that, at law or
        in equity, the Trustee has duties and liabilities relating to the Holders,
        the
        Trustee shall not be liable to any Holder for the Trustee’s good faith reliance
        on the provisions of this Indenture.  The provisions of this
        Indenture, to the extent that they restrict the duties and liabilities of
        the
        Trustee otherwise existing at law or in equity, are agreed by the Company
        and
        the Holders to replace such other duties and liabilities of the
        Trustee.
  (d)  No
        provisions of this Indenture shall be construed to relieve the Trustee from
        liability with respect to matters that are within the authority of the Trustee
        under this Indenture for its own negligent action, negligent failure to act
        or
        willful misconduct, except that:
  (i)  the
        Trustee shall not be liable for any error or judgment made in good faith
        by an
        authorized officer of the Trustee, unless it shall be proved that the Trustee
        was negligent in ascertaining the pertinent facts;
  (ii)  the
        Trustee shall not be liable with respect to any action taken or omitted to
        be
        taken by it in good faith in accordance with the direction of the Holders
        of at
        least a majority in aggregate principal amount of the Outstanding Securities
        relating to the time, method and place of conducting any proceeding for any
        remedy available to the Trustee under this Indenture; and
  (iii)  the
        Trustee shall be under no liability for interest on any money received by
        it
        hereunder except as otherwise agreed with the Company and money held by the
        Trustee in trust hereunder need not be segregated from other funds except
        to the
        extent required by law.
  42
 *SECTION
        6.3.*  *Notice
        of Defaults.*
  Within
        ninety (90) days after the occurrence of any default actually known to the
        Trustee, the Trustee shall give the Holders notice of such default unless
        such
        default shall have been cured or waived; *provided*, that except in the
        case of a default in the payment of the principal of or any premium or interest
        on any Securities, the Trustee shall be fully protected in withholding the
        notice if and so long as the board of directors, the executive committee
        or a
        trust committee of directors and/or Responsible Officers of the Trustee in
        good
        faith determines that withholding the notice is in the interest of holders
        of
        Securities; and *provided*, that in the case of any default of the
        character specified in Section 5.1(d), no such notice to Holders shall be
        given until at least thirty (30) days after the occurrence thereof. For the
        purpose of this Section 6.3, the term “default” means any event which is,
        or after notice or lapse of time or both would become, an Event of
        Default.
  *SECTION
        6.4.*  *Certain
        Rights of Trustee.*
  Subject
        to the provisions of Section 6.2:
  (a)  the
        Trustee may conclusively rely and shall be fully protected in acting or
        refraining from acting in good faith and in accordance with the terms hereof
        upon any resolution, certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, bond, debenture, note or other
        paper
        or document believed by it to be genuine and to have been signed or presented
        by
        the proper party or parties;
  (b)  if
        (i) in
        performing its duties under this Indenture the Trustee is required to decide
        between alternative courses of action, (ii) in construing any of the provisions
        of this Indenture the Trustee finds ambiguous or inconsistent with any other
        provisions contained herein or (iii) the Trustee is unsure of the application
        of
        any provision of this Indenture, then, except as to any matter as to which
        the
        Holders are entitled to decide under the terms of this Indenture, the Trustee
        shall deliver a notice to the Company requesting the Company’s written
        instruction as to the course of action to be taken and the Trustee shall
        take
        such action, or refrain from taking such action, as the Trustee shall be
        instructed in writing to take, or to refrain from taking, by the Company;
        *provided*, that if the Trustee does not receive such instructions from
        the Company within ten Business Days after it has delivered such notice or
        such
        reasonably shorter period of time set forth in such notice the Trustee may,
        but
        shall be under no duty to, take such action, or refrain from taking such
        action,
        as the Trustee shall deem advisable and in the best interests of the Holders,
        in
        which event the Trustee shall have no liability except for its own negligence,
        bad faith or willful misconduct;
  (c)  any
        request or direction of the Company shall be sufficiently evidenced by a
        Company
        Request or Company Order and any resolution of the Board of Directors may
        be
        sufficiently evidenced by a Board Resolution;
  (d)  the
        Trustee may consult with counsel (which counsel may be counsel to the Trustee,
        the Company or any of its Affiliates, and may include any of its employees)
        and
        the advice of such counsel or any Opinion of Counsel shall be full and complete
        authorization and
  43
 protection
          in respect of any action taken, suffered or omitted by it hereunder in
          good
          faith and in reliance thereon;
  (e)  the
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Indenture at the request or direction of any of the
        Holders
        pursuant to this Indenture, unless such Holders shall have offered to the
        Trustee security or indemnity reasonably satisfactory to it against the costs,
        expenses (including reasonable attorneys’ fees and expenses) and liabilities
        that might be incurred by it in compliance with such request or direction,
        including reasonable advances as may be requested by the Trustee;
  (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, direction, consent, order, bond, indenture, note or other
        paper
        or document, but the Trustee in its discretion may make such inquiry or
        investigation into such facts or matters as it may see fit, and, if the Trustee
        shall determine to make such inquiry or investigation, it shall be entitled
        to
        examine the books, records and premises of the Company, personally or by
        agent
        or attorney;
  (g)  the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents, attorneys, custodians
        or
        nominees and the Trustee shall not be responsible for any misconduct or
        negligence on the part of any such agent, attorney, custodian or nominee
        appointed with due care by it hereunder;
  (h)  whenever
        in the administration of this Indenture the Trustee shall deem it desirable
        to
        receive instructions with respect to enforcing any remedy or right or taking
        any
        other action with respect to enforcing any remedy or right hereunder, the
        Trustees (i) may request instructions from the Holders (which instructions
        may
        only be given by the Holders of the same aggregate principal amount of
        Outstanding Securities as would be entitled to direct the Trustee under this
        Indenture in respect of such remedy, right or action), (ii) may refrain from
        enforcing such remedy or right or taking such action until such instructions
        are
        received and (iii) shall be protected in acting in accordance with such
        instructions;
  (i)  except
        as
        otherwise expressly provided by this Indenture, the Trustee shall not be
        under
        any obligation to take any action that is discretionary under the provisions
        of
        this Indenture;
  (j)  without
        prejudice to any other rights available to the Trustee under applicable law,
        when the Trustee incurs expenses or renders services in connection with any
        bankruptcy, insolvency or other proceeding referred to in clauses (e) or
        (f) of
        the definition of Event of Default, such expenses (including legal fees and
        expenses of its agents and counsel) and the compensation for such services
        are
        intended to constitute expenses of administration under any bankruptcy laws
        or
        law relating to creditors rights generally;
  (k)  whenever
        in the administration of this Indenture the Trustee shall deem it desirable
        that
        a matter be proved or established prior to taking, suffering or omitting
        any
        action hereunder, the Trustee (unless other evidence be herein specifically
        prescribed) may, in the absence of bad faith on its part, conclusively rely
        upon
        an Officers’ Certificate addressing such matter, which, upon receipt of such
        request, shall be promptly delivered by the Company;
  44
 (l)  the
        Trustee shall not be charged with knowledge of any Event of Default unless
        either (i) a Responsible Officer of the Trustee shall have actual knowledge
        or
        (ii) the Trustee shall have received notice thereof from the Company or a
        Holder; and
  (m)  in
        the
        event that the Trustee is also acting as Paying Agent, Authenticating Agent
        or
        Securities Registrar hereunder, the rights and protections afforded to the
        Trustee pursuant to this Article VI shall also be afforded such Paying
        Agent, Authenticating Agent,  or  Securities
        Registrar.
  *SECTION
        6.5.*  *May
        Hold Securities.*
  The
        Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar
        or
        any other agent of the Company, in its individual or any other capacity,
        may
        become the owner or pledgee of Securities and may otherwise deal with the
        Company with the same rights it would have if it were not Trustee,
        Authenticating Agent, Paying Agent, Securities Registrar or such other
        agent.
  *SECTION
        6.6.*  *Compensation;
        Reimbursement; Indemnity.*
  (a)  The
        Company agrees
  (i)  to
        pay to
        the Trustee from time to time reasonable compensation for all services rendered
        by it hereunder in such amounts as the Company and the Trustee shall agree
        from
        time to time (which compensation shall not be limited by any provision of
        law in
        regard to the compensation of a trustee of an express trust);
  (ii)  to
        reimburse the Trustee upon its request for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with
        any provision of this Indenture (including the reasonable compensation and
        the
        expenses and disbursements of its agents and counsel), except any such expense,
        disbursement or advance as may be attributable to its negligence, bad faith
        or
        willful misconduct; and
  (iii)  to
        the
        fullest extent permitted by applicable law, to indemnify the Trustee and
        its
        Affiliates, and their officers, directors, shareholders, agents, representatives
        and employees for, and to hold them harmless against, any loss, damage, action,
        suit, liability, tax (other than income, franchise or other taxes imposed
        on
        amounts paid pursuant to (i) or (ii) hereof), penalty, expense or claim of
        any
        kind or nature whatsoever incurred without negligence, bad faith or willful
        misconduct on its part arising out of or in connection with the acceptance
        or
        administration of this trust or the performance of the Trustee’s duties
        hereunder, including the costs and expenses of defending itself against any
        claim or liability in connection with the exercise or performance of any
        of its
        powers or duties hereunder.
  (b)  The
        obligations of the Company under this Section 6.6 shall survive the
        satisfaction and discharge of this Indenture and the earlier resignation
        or
        removal of the Trustee.
  (c)  In
        no
        event shall the Trustee be liable for any indirect, special, punitive or
        consequential loss or damage of any kind whatsoever, including, but not limited
        to, lost profits,
  45
 even
          if
          the Trustee has been advised of the likelihood of such loss or damage and
          regardless of the form of action.
  (d)  In
        no
        event shall the Trustee be liable for any failure or delay in the performance
        of
        its obligations hereunder because of circumstances beyond its control,
        including, but not limited to, acts of God, flood, war (whether declared
        or
        undeclared), terrorism, fire, riot, embargo, government action, including
        any
        laws, ordinances, regulations, governmental action or the like which delay,
        restrict or prohibit the providing of the services contemplated by this
        Indenture.
  *SECTION
        6.7.*  *Resignation
        and Removal; Appointment of Successor.*
  (a)  No
        resignation or removal of the Trustee and no appointment of a successor Trustee
        pursuant to this Article VI shall become effective until the acceptance
        of appointment by the successor Trustee under Section 6.8.
  (b)  The
        Trustee may resign at any time by giving written notice thereof to the
        Company.
  (c)  Unless
        an
        Event of Default shall have occurred and be continuing, the Trustee may be
        removed at any time by the Company by a Board Resolution.  If an Event
        of Default shall have occurred and be continuing, the Trustee may be removed
        by
        Act of the Holders of a majority in aggregate principal amount of the
        Outstanding Securities, delivered to the Trustee and to the
        Company.
  (d)  If
        the
        Trustee shall resign, be removed or become incapable of acting, or if a vacancy
        shall occur in the office of Trustee for any reason, at a time when no Event
        of
        Default shall have occurred and be continuing, the Company, by a Board
        Resolution, shall promptly appoint a successor Trustee, and such successor
        Trustee and the retiring Trustee shall comply with the applicable requirements
        of Section 6.8. If the Trustee shall resign, be removed or become
        incapable of acting, or if a vacancy shall occur in the office of Trustee
        for
        any reason, at a time when an Event of Default shall have occurred and be
        continuing, the Holders, by Act of the Holders of a majority in aggregate
        principal amount of the Outstanding Securities, shall promptly appoint a
        successor Trustee, and such successor Trustee and the retiring Trustee shall
        comply with the applicable requirements of Section 6.8. If no successor
        Trustee shall have been so appointed by the Company or the Holders and accepted
        appointment within sixty (60) days after the giving of a notice of resignation
        by the Trustee or the removal of the Trustee in the manner required by
Section 6.8, any Holder who has been a bona fide Holder of a Security for
        at least six months may, on behalf of such Holder and all others similarly
        situated, and any resigning Trustee may, at the expense of the Company, petition
        any court of competent jurisdiction for the appointment of a successor
        Trustee.
  (e)  The
        Company shall give notice to all Holders in the manner provided in Section
        1.6 of each resignation and each removal of the Trustee and each appointment
        of a successor Trustee.  Each notice shall include the name of the
        successor Trustee and the address of its Corporate Trust Office.
  46
 *SECTION
        6.8.*  *Acceptance
        of Appointment by Successor.*
  (a)  In
        case
        of the appointment hereunder of a successor Trustee, each successor Trustee
        so
        appointed shall execute, acknowledge and deliver to the Company and to the
        retiring Trustee an instrument accepting such appointment, and thereupon
        the
        resignation or removal of the retiring Trustee shall become effective and
        such
        successor Trustee, without any further act, deed or conveyance, shall become
        vested with all the rights, powers, trusts and duties of the retiring Trustee;
        but, on the request of the Company or the successor Trustee, such retiring
        Trustee shall, upon payment of its charges, execute and deliver an instrument
        transferring to such successor Trustee all the rights, powers and trusts
        of the
        retiring Trustee and shall duly assign, transfer and deliver to such successor
        Trustee all property and money held by such retiring Trustee
        hereunder.
  (b)  Upon
        request of any such successor Trustee, the Company shall execute any and
        all
        instruments for more fully and certainly vesting in and confirming to such
        successor Trustee all rights, powers and trusts referred to in paragraph
        (a) of
        this Section 6.8.
  (c)  No
        successor Trustee shall accept its appointment unless at the time of such
        acceptance such successor Trustee shall be qualified and eligible under this
        Article VI.
  *SECTION
        6.9.*  *Merger,
        Conversion, Consolidation or Succession to Business.*
  Any
        Person into which the Trustee may be merged or converted or with which it
        may be
        consolidated, or any Person resulting from any merger, conversion or
        consolidation to which the Trustee shall be a party, or any Person succeeding
        to
        all or substantially all of the corporate trust business of the Trustee,
        shall
        be the successor of the Trustee hereunder, without the execution or filing
        of
        any paper or any further act on the part of any of the parties hereto,
*provided*, that such Person shall be otherwise qualified and eligible
        under this Article VI. In case any Securities shall have been
        authenticated, but not delivered, by the Trustee then in office, any successor
        by merger, conversion or consolidation or as otherwise provided above in
        this
Section 6.9 to such authenticating Trustee may adopt such authentication
        and deliver the Securities so authenticated, and in case any Securities shall
        not have been authenticated, any successor to the Trustee may authenticate
        such
        Securities either in the name of any predecessor Trustee or in the name of
        such
        successor Trustee, and in all cases the certificate of authentication shall
        have
        the full force which it is provided anywhere in the Securities or in this
        Indenture that the certificate of the Trustee shall have.
  *SECTION
        6.10.*  *Not
        Responsible for Recitals or Issuance of Securities.*
  The
        recitals contained herein and in the Securities, except the Trustee’s
        certificates of authentication, shall be taken as the statements of the Company,
        and neither the Trustee nor any Authenticating Agent assumes any responsibility
        for their correctness. The Trustee makes no representations as to the validity
        or sufficiency of this Indenture or of the Securities. Neither the Trustee
        nor
        any Authenticating Agent shall be accountable for the use or application
        by the
        Company of the Securities or the proceeds thereof.
  47
 *SECTION
        6.11.*  *Appointment
        of Authenticating Agent.*
  (a)  The
        Trustee may appoint an Authenticating Agent or Agents with respect to the
        Securities, which shall be authorized to act on behalf of the Trustee to
        authenticate Securities issued upon original issue and upon exchange,
        registration of transfer or partial redemption thereof or pursuant to Section
        3.6, and Securities so authenticated shall be entitled to the benefits of
        this Indenture and shall be valid and obligatory for all purposes as if
        authenticated by the Trustee hereunder. Wherever reference is made in this
        Indenture to the authentication and delivery of Securities by the Trustee
        or the
        Trustee’s certificate of authentication, such reference shall be deemed to
        include authentication and delivery on behalf of the Trustee by an
        Authenticating Agent. Each Authenticating Agent shall be acceptable to the
        Company and shall at all times be a corporation organized and doing business
        under the laws of the United States of America, or of any State or Territory
        thereof or the District of Columbia, authorized under such laws to act as
        Authenticating Agent, having a combined capital and surplus of not less than
        $50,000,000 and subject to supervision or examination by Federal or state
        authority. If such Authenticating Agent publishes reports of condition at
        least
        annually pursuant to law or to the requirements of said supervising or examining
        authority, then for the purposes of this Section 6.11 the combined
        capital and surplus of such Authenticating Agent shall be deemed to be its
        combined capital and surplus as set forth in its most recent report of condition
        so published. If at any time an Authenticating Agent shall cease to be eligible
        in accordance with the provisions of this Section 6.11, such
        Authenticating Agent shall resign immediately in the manner and with the
        effect
        specified in this Section 6.11.
  (b)  Any
        Person into which an Authenticating Agent may be merged or converted or with
        which it may be consolidated, or any Person resulting from any merger,
        conversion or consolidation to which such Authenticating Agent shall be a
        party,
        or any Person succeeding to all or substantially all of the corporate trust
        business of an Authenticating Agent shall be the successor Authenticating
        Agent
        hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further
        act on the part of the Trustee or the Authenticating Agent.
  (c)  An
        Authenticating Agent may resign at any time by giving written notice thereof to
        the Trustee and to the Company. The Trustee may at any time terminate the
        agency
        of an Authenticating Agent by giving written notice thereof to such
        Authenticating Agent and to the Company. Upon receiving such a notice of
        resignation or upon such a termination, or in case at any time such
        Authenticating Agent shall cease to be eligible in accordance with the
        provisions of this Section 6.11, the Trustee may appoint a successor
        Authenticating Agent eligible under the provisions of this Section 6.11,
        which shall be acceptable to the Company, and shall give notice of such
        appointment to all Holders. Any successor Authenticating Agent upon acceptance
        of its appointment hereunder shall become vested with all the rights, powers
        and
        duties of its predecessor hereunder, with like effect as if originally named
        as
        an Authenticating Agent.
  (d)  The
        Company agrees to pay to each Authenticating Agent from time to time reasonable
        compensation for its services under this Section 6.11 in such amounts as
        the Company and the Authenticating Agent shall agree from time to
        time.
  48
 (e)  If
        an
        appointment of an Authenticating Agent is made pursuant to this Section
        6.11, the Securities may have endorsed thereon, in addition to the Trustee’s
        certificate of authentication, an alternative certificate of authentication
        in
        the following form:
  This
        is
        one of the Securities referred to in the within mentioned
        Indenture.
  Dated:
  WILMINGTON
                TRUST COMPANY, not in its individual capacity, but
                solely as Trustee*Authenticating
                Agent*By:*Authorized
                Officer*
 
 
 ARTICLE
        VII
  Holder’s
        Lists and Reports by Trustee and Company
  *SECTION
        7.1.*  *Company
        to Furnish Trustee Names and Addresses of Holders.*
  The
        Company will furnish or cause to be furnished to the Trustee:
  (a)  semi-annually,
        on or before June 15 and December 15 of each year, a list, in such form as
        the
        Trustee may reasonably require, of the names and addresses of the Holders
        as of
        a date not more than fifteen (15) days prior to the delivery thereof,
        and
  (b)  at
        such
        other times as the Trustee may request in writing, within thirty (30) days
        after
        the receipt by the Company of any such request, a list of similar form and
        content as of a date not more than fifteen (15) days prior to the time such
        list
        is furnished, in each case to the extent such information is in the possession
        or control of the Company and has not otherwise been received by the Trustee
        in
        its capacity as Securities Registrar.
  *SECTION
        7.2.*  *Preservation
        of Information, Communications to Holders.*
  (a)  The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        the
        names and addresses of Holders contained in the most recent list furnished
        to
        the Trustee as provided in Section 7.1 and the names and addresses of
        Holders received by the Trustee in its capacity as Securities Registrar.
        The
        Trustee may destroy any list furnished to it as provided in Section 7.1
        upon receipt of a new list so furnished.
  49
 (b)  The
        rights of Holders to communicate with other Holders with respect to their
        rights
        under this Indenture or under the Securities, and the corresponding rights
        and
        privileges of the Trustee, shall be as provided in the Trust Indenture
        Act.
  (c)  Every
        Holder of Securities, by receiving and holding the same, agrees with the
        Company
        and the Trustee that neither the Company nor the Trustee nor any agent of
        either
        of them shall be held accountable by reason of the disclosure of information
        as
        to the names and addresses of the Holders made pursuant to the Trust Indenture
        Act.
  *SECTION
        7.3.*  *Reports
        by Company and Trustee.*
  (a)  The
        Company shall furnish to the Holders and to prospective purchasers of
        Securities, upon their request, the information required to be furnished
        pursuant to Rule 144A(d)(4) under the Securities Act.  The Company
        shall furnish to the Trustee and, so long as the Property Trustee holds any
        of
        the Securities, the Company shall furnish to the Property Trustee, reports
        on
        Form FR Y-9C promptly following their filing with the Federal
        Reserve.
  (b)  The
        Company shall furnish to (i) the Holders, (ii) the Purchaser, (iii) any
        beneficial owner of the Securities reasonably identified to the Company (which
        identification may be made either by such beneficial owner or by the Placement
        Agent or the Purchaser) and (iv) any designee of (i), (ii) or (iii) above,
        a
        duly completed and executed certificate in the form attached hereto as Exhibit
        A, including the financial statements referenced in such Exhibit, which
        certificate and financial statements shall be so furnished by the Company
        not
        later than forty five (45) days after the end of each of the first three
        fiscal
        quarters of each fiscal year of the Company and not later than ninety (90)
        days
        after the end of each fiscal year of the Company.
  (c)  The
        Trustee shall obtain all reports, certificates and information which it is
        entitled to receive under each of the Operative Documents (as defined in
        the
        Trust Agreement), and deliver to (i) the Purchaser, (ii) the Placement
        Agent and (iii) a designee of (i) or (ii) above, all such reports,
        certificates or information promptly upon receipt thereof.
  ARTICLE
        VIII
  Consolidation,
        Merger, Conveyance, Transfer or Lease
  *SECTION
        8.1.*  *Company
        May Consolidate, Etc., Only on Certain Terms.*
  The
        Company shall not consolidate with or merge into any other Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, and no Person shall consolidate with or merge into the Company or
        convey, transfer or lease its properties and assets substantially as an entirety
        to the Company, unless:
  (a)  if
        the
        Company shall consolidate with or merge into another Person or convey, transfer
        or lease its properties and assets substantially as an entirety to any Person,
        the entity formed by such consolidation or into which the Company is merged
        or
        the Person that acquires by conveyance or transfer, or that leases, the
        properties and assets of the Company substantially as an entirety shall be
        an
        entity organized and existing under the laws of the United States of America
        or
        any State or Territory thereof or the District of Columbia and shall expressly
        assume,
  50
 by
          an
          indenture supplemental hereto, executed and delivered to the Trustee, in
          form
          reasonably satisfactory to the Trustee, the due and punctual payment of
          the
          principal of and any premium and interest (including any Additional Interest)
          on
          all the Securities and the performance of every covenant of this Indenture
          on
          the part of the Company to be performed or observed;
  (b)  immediately
        after giving effect to such transaction, no Event of Default, and no event
        that,
        after notice or lapse of time, or both, would constitute an Event of Default,
        shall have happened and be continuing; and
  (c)  the
        Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel, each stating that such consolidation, merger, conveyance, transfer
        or
        lease and, if a supplemental indenture is required in connection with such
        transaction, any such supplemental indenture comply with this Article
        VIII and that all conditions precedent herein provided for relating to such
        transaction have been complied with; and the Trustee may rely upon such
        Officers’ Certificate and Opinion of Counsel as conclusive evidence that such
        transaction complies with this Section 8.1.
  *SECTION
        8.2.*  *Successor
        Company Substituted.*
  (a)  Upon
        any
        consolidation with or merger by the Company into any other Person, or any
        conveyance, transfer or lease by the Company of its properties and assets
        substantially as an entirety to any Person in accordance with Section 8.1
        and the execution and delivery to the Trustee of the supplemental indenture
        described in Section 8.1(a), the successor entity formed by such
        consolidation or into which the Company is merged or to which such conveyance,
        transfer or lease is made shall succeed to, and be substituted for, and may
        exercise every right and power of, the Company under this Indenture with
        the
        same effect as if such successor Person had been named as the Company herein;
        and in the event of any such conveyance or transfer, following the execution
        and
        delivery of such supplemental indenture, the Company shall be discharged
        from
        all obligations and covenants under the Indenture and the
        Securities.
  (b)  Such
        successor Person may cause to be executed, and may issue either in its own
        name
        or in the name of the Company, any or all of the Securities issuable hereunder
        that theretofore shall not have been signed by the Company and delivered
        to the
        Trustee; and, upon the order of such successor Person instead of the Company
        and
        subject to all the terms, conditions and limitations in this Indenture
        prescribed, the Trustee shall authenticate and shall deliver any Securities
        that
        previously shall have been signed and delivered by the officers of the Company
        to the Trustee for authentication, and any Securities that such successor
        Person
        thereafter shall cause to be executed and delivered to the Trustee on its
        behalf. All the Securities so issued shall in all respects have the same
        legal
        rank and benefit under this Indenture as the Securities theretofore or
        thereafter issued in accordance with the terms of this Indenture.
  (c)  In
        case
        of any such consolidation, merger, sale, conveyance or lease, such changes
        in
        phraseology and form may be made in the Securities thereafter to be issued
        as
        may be appropriate to reflect such occurrence.
  51
 ARTICLE
        IX
  Supplemental
        Indentures
  *SECTION
        9.1.*  *Supplemental
        Indentures without Consent of Holders.*
  Without
        the consent of any Holders, the Company, when authorized by a Board Resolution,
        and the Trustee, at any time and from time to time, may enter into one or
        more
        indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
        for any of the following purposes:
  (a)  to
        evidence the succession of another Person to the Company, and the assumption
        by
        any such successor of the covenants of the Company herein and in the Securities;
        or
  (b)  to
        cure
        any ambiguity, to correct or supplement any provision herein that may be
        defective or inconsistent with any other provision herein, or to make any
        other
        provisions with respect to matters or questions arising under this Indenture,
        which shall not be inconsistent with the other provisions of this Indenture,
        *provided*, that such action pursuant to this clause (b) shall not
        adversely affect in any material respect the interests of any Holders or
        the
        holders of the Preferred Securities; or
  (c)  to
        add to
        the covenants, restrictions or obligations of the Company or to add to the
        Events of Default, *provided*, that such action pursuant to this clause
        (c) shall not adversely affect in any material respect the interests of any
        Holders or the holders of the Preferred Securities; or
  (d)  to
        modify, eliminate or add to any provisions of the Indenture or the Securities
        to
        such extent as shall be necessary to ensure that the Securities are treated
        as
        indebtedness of the Company for United States Federal income tax purposes,
        *provided*, that such action pursuant to this clause (d) shall not
        adversely affect in any material respect the interests of any Holders or
        the
        holders of the Preferred Securities.
  *SECTION
        9.2.*  *Supplemental
        Indentures with Consent of Holders.*
  (a)  With
        the
        consent of the Holders of not less than a majority in aggregate principal
        amount
        of the Outstanding Securities, by Act of said Holders delivered to the Company
        and the Trustee, the Company, when authorized by a Board Resolution, and
        the
        Trustee may enter into an indenture or indentures supplemental hereto for
        the
        purpose of adding any provisions to or changing in any manner or eliminating
        any
        of the provisions of this Indenture or of modifying in any manner the rights
        of
        the Holders of Securities under this Indenture; *provided*, that no such
        supplemental indenture shall, without the consent of the Holder of each
        Outstanding Security,
  (i)  change
        the Stated Maturity of the principal or any premium of any Security or change
        the date of payment of any installment of interest (including any Additional
        Interest) on any Security, or reduce the principal amount thereof or the
        rate of
        interest thereon or any premium payable upon the redemption thereof or change
        the place of payment where, or the coin or currency in which, any Security
        or
        interest thereon is payable, or restrict or impair the right to institute
        suit
        for the enforcement of any such payment on or after such date, or
  52
 (ii)  reduce
        the percentage in aggregate principal amount of the Outstanding Securities,
        the
        consent of whose Holders is required for any such supplemental indenture,
        or the
        consent of whose Holders is required for any waiver of compliance with any
        provision of this Indenture or of defaults hereunder and their consequences
        provided for in this Indenture, or
  (iii)  modify
        any of the provisions of this Section 9.2, Section 5.13 or
Section 10.7, except to increase any percentage in aggregate
        principal
        amount of the Outstanding Securities, the consent of whose Holders is required
        for any reason, or to provide that certain other provisions of this Indenture
        cannot be modified or waived without the consent of the Holder of each
        Security;
  *provided,
        further,* that, so long as any Preferred Securities remain outstanding, no
        amendment under this Section 9.2 shall be effective until the holders of
        a majority in Liquidation Amount (as defined in the Trust Agreement) of the
        Trust Securities shall have consented to such amendment; *provided,
        further,* that if the consent of the holder of each Outstanding Security is
        required for any amendment under this Indenture, such amendment shall not
        be
        effective until the holder of each Outstanding Trust Security shall have
        consented to such amendment.
  (b)  It
        shall
        not be necessary for any Act of Holders under this Section 9.2 to approve
        the particular form of any proposed supplemental indenture, but it shall
        be
        sufficient if such Act shall approve the substance thereof.
  *SECTION
        9.3.*  *Execution
        of Supplemental Indentures.*
  In
        executing or accepting the additional trusts created by any supplemental
        indenture permitted by this Article IX or the modifications thereby of
        the trusts created by this Indenture, the Trustee shall be entitled to receive,
        and shall be fully protected in conclusively relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
        supplemental indenture is authorized or permitted by this Indenture, and
        that
        all conditions precedent herein provided for relating to such action have
        been
        complied with. The Trustee may, but shall not be obligated to, enter into
        any
        such supplemental indenture that affects the Trustee’s own rights, duties,
        indemnities or immunities under this Indenture or otherwise.  Copies
        of the final form of each supplemental indenture shall be delivered by the
        Trustee at the expense of the Company to each Holder, and, if the Trustee
        is the
        Property Trustee, to each holder of Preferred Securities, promptly after
        the
        execution thereof.
  *SECTION
        9.4.*  *Effect
        of Supplemental Indentures.*
  Upon
        the
        execution of any supplemental indenture under this Article IX, this
        Indenture shall be modified in accordance therewith, and such supplemental
        indenture shall form a part of this Indenture for all purposes; and every
        Holder
        of Securities theretofore or thereafter authenticated and delivered hereunder
        shall be bound thereby.
  *SECTION
        9.5.*  *Reference
        in Securities to Supplemental Indentures.*
  Securities
        authenticated and delivered after the execution of any supplemental indenture
        pursuant to this Article IX may, and shall, if required by
        the Company, bear a notation in form
  53
 approved
          by the Company as to any matter provided for in such supplemental indenture.
          If
          the Company shall so determine, new Securities so modified as to conform,
          in the
          opinion of the Company, to any such supplemental indenture may be prepared
          and
          executed by the Company and authenticated and delivered by the Trustee
          in
          exchange for Outstanding Securities.
  ARTICLE
        X
  Covenants
  *SECTION
        10.1.*  *Payment
        of Principal, Premium and Interest.*
  The
        Company covenants and agrees for the benefit of the Securities that it will
        duly
        and punctually pay the principal of and any premium and interest (including
        any
        Additional Interest) on the Securities in accordance with the terms of the
        Securities and this Indenture.
  *SECTION
        10.2.*  *Money
        for Security Payments to be Held in Trust.*
  (a)  If
        the
        Company shall at any time act as its own Paying Agent with respect to the
        Securities, it will, on or before each due date of the principal of and any
        premium or interest (including any Additional Interest) on the Securities,
        segregate and hold in trust for the benefit of the Persons entitled thereto
        a
        sum sufficient to pay the principal and any premium or interest (including
        Additional Interest) so becoming due until such sums shall be paid to such
        Persons or otherwise disposed of as herein provided, and will promptly notify
        the Trustee in writing of its failure so to act.
  (b)  Whenever
        the Company shall have one or more Paying Agents, it will, prior to 10:00
        a.m.,
        New York City time, on each due date of the principal of or any premium or
        interest (including any Additional Interest) on any Securities, deposit with
        a
        Paying Agent a sum sufficient to pay such amount, such sum to be held as
        provided in the Trust Indenture Act and (unless such Paying Agent is the
        Trustee) the Company will promptly notify the Trustee of its failure so to
        act.
  (c)  The
        Company will cause each Paying Agent for the Securities other than the Trustee
        to execute and deliver to the Trustee an instrument in which such Paying
        Agent
        shall agree with the Trustee, subject to the provisions of this Section
        10.2, that such Paying Agent will (i) comply with the provisions of the
        Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
        continuance of any default by the Company (or any other obligor upon the
        Securities) in the making of any payment in respect of the Securities, upon
        the
        written request of the Trustee, forthwith pay to the Trustee all sums held
        in
        trust by such Paying Agent for payment in respect of the
        Securities.
  (d)  The
        Company may at any time, for the purpose of obtaining the satisfaction and
        discharge of this Indenture or for any other purpose, pay, or by Company
        Order
        direct any Paying Agent to pay, to the Trustee all sums held in trust by
        the
        Company or such Paying Agent, such sums to be held by the Trustee upon the
        same
        terms as those upon which such sums were held by the Company or such Paying
        Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
        Agent shall be released from all further liability with respect to such
        money.
  54
 (e)  Any
        money
        deposited with the Trustee or any Paying Agent, or then held by the Company
        in
        trust for the payment of the principal of and any premium or interest (including
        any Additional Interest) on any Security and remaining unclaimed for two
        years
        after such principal and any premium or interest has become due and payable
        shall (unless otherwise required by mandatory provision of applicable escheat
        or
        abandoned or unclaimed property law) be paid on Company Request to the Company,
        or (if then held by the Company) shall (unless otherwise required by mandatory
        provision of applicable escheat or abandoned or unclaimed property law) be
        discharged from such trust; and the Holder of such Security shall thereafter,
        as
        an unsecured general creditor, look only to the Company for payment thereof,
        and
        all liability of the Trustee or such Paying Agent with respect to such trust
        money, and all liability of the Company as trustee thereof, shall thereupon
        cease; *provided*, that the Trustee or such Paying Agent, before being
        required to make any such repayment, may at the expense of the Company cause
        to
        be published once, in a newspaper published in the English language, customarily
        published on each Business Day and of general circulation in the Borough
        of
        Manhattan, The City of New York, notice that such money remains unclaimed
        and
        that, after a date specified therein, which shall not be less than thirty
        (30)
        days from the date of such publication, any unclaimed balance of such money
        then
        remaining will be repaid to the Company.
  *SECTION
        10.3.*  *Statement
        as to Compliance.*
  The
        Company shall deliver to the Trustee, within one hundred and twenty (120)
        days
        after the end of each fiscal year of the Company ending after the date hereof,
        an Officers’ Certificate covering the preceding fiscal year, stating whether or
        not to the knowledge of the signers thereof the Company is in default in
        the
        performance or observance of any of the terms, provisions and conditions
        of this
        Indenture (without regard to any period of grace or requirement of notice
        provided hereunder), and if the Company shall be in default, specifying all
        such
        defaults and the nature and status thereof of which they may have
        knowledge.
  *SECTION
        10.4.*  *Calculation
        Agent.*
  (a)  The
        Company hereby agrees that for so long as any of the Securities remain
        Outstanding, there will at all times be an agent appointed to calculate LIBOR
        in
        respect of each Interest Payment Date in accordance with the terms of
Schedule A (the “*Calculation Agent*”).  The Company has
        initially appointed the Trustee as Calculation Agent for purposes of determining
        LIBOR for each Interest Payment Date.  The Calculation Agent may be
        removed by the Company at any time.  So long as the Property Trustee
        holds any of the Securities, the Calculation Agent shall be the Property
        Trustee.   If the Calculation Agent is unable or unwilling to act
        as such or is removed by the Company, the Company will promptly appoint as
        a
        replacement Calculation Agent the London office of a leading bank which is
        engaged in transactions in Eurodollar deposits in the international Eurodollar
        market and which does not control or is not controlled by or under common
        control with the Company or its Affiliates.  The Calculation Agent may
        not resign its duties without a successor having been duly
        appointed.
  (b)  The
        Calculation Agent shall be required to agree that, as soon as possible after
        11:00 a.m. (London time) on each LIBOR Determination Date (as defined in
        Schedule A), but in no event later than 11:00 a.m. (London time) on the
        Business Day immediately following each LIBOR Determination Date, the
        Calculation Agent will calculate the interest (rounded to the
  55
 nearest
          cent, with half a cent being rounded upwards) for the related Interest
          Payment
          Date, and will communicate the rate and amount to the Company, the Trustee,
          each
          Paying Agent and the Depositary. The Calculation Agent will also specify
          to the
          Company the quotations upon which the foregoing rates and amounts are based
          and,
          in any event, the Calculation Agent shall notify the Company before 5:00
          p.m.
          (London time) on each LIBOR Determination Date that either:  (i) it
          has determined or is in the process of determining the foregoing rates
          and
          amounts or (ii) it has not determined and is not in the process of determining
          the foregoing rates and amounts, together with its reasons
          therefor.  The Calculation Agent’s determination of the foregoing
          rates and amounts for any Interest Payment Date will (in the absence of
          manifest
          error) be final and binding upon all parties.  For the sole purpose of
          calculating the interest rate for the Securities, “Business Day” shall be
          defined as any day on which dealings in deposits in Dollars are transacted
          in
          the London interbank market.
  *SECTION
        10.5.*  *Additional
        Tax Sums.*
  So
        long
        as no Event of Default has occurred and is continuing, if (a) the Trust is
        the
        Holder of all of the Outstanding Securities and (b) a Tax Event described
        in
        clause (i) or (iii) in the definition of Tax Event in Section 1.1 hereof
        has occurred and is continuing, the Company shall pay to the Trust (and its
        permitted successors or assigns under the related Trust Agreement) for so
        long
        as the Trust (or its permitted successor or assignee) is the registered holder
        of the Outstanding Securities, such amounts as may be necessary in order
        that
        the amount of Distributions (including any Additional Interest Amount (as
        defined in the Trust Agreement)) then due and payable by the Trust on the
        Preferred Securities and Common Securities that at any time remain outstanding
        in accordance with the terms thereof shall not be reduced as a result of
        any
        Additional Taxes arising from such Tax Event (additional such amounts payable
        by
        the Company to the Trust, the “*Additional Tax Sums*”). Whenever in this
        Indenture or the Securities there is a reference in any context to the payment
        of principal of or interest on the Securities, such mention shall be deemed
        to
        include mention of the payments of the Additional Tax Sums provided for in
        this
Section 10.5 to the extent that, in such context, Additional Tax Sums
        are, were or would be payable in respect thereof pursuant to the provisions
        of
        this Section 10.5 and express mention of the payment of Additional Tax
        Sums (if applicable) in any provisions hereof shall not be construed as
        excluding Additional Tax Sums in those provisions hereof where such express
        mention is not made; *provided*, that the deferral of the payment of
        interest pursuant to Section 3.9 on the Securities shall not defer the
        payment of any Additional Tax Sums that may be due and payable.
  *SECTION
        10.6.*  *Additional
        Covenants.*
  (a)  The
        Company covenants and agrees with each Holder of Securities that if an Event
        of
        Default shall have occurred and be continuing or the Company shall have given
        notice of its election to begin an Extension Period with respect to the
        Securities and shall not have rescinded such notice, or such Extension Period,
        or any extension thereof, shall be continuing, it shall not (i) declare or
        pay
        any dividends or distributions on, or redeem, purchase, acquire or make a
        liquidation payment with respect to, any shares of the Company’s capital stock,
        or (ii) make any payment of principal of or any interest or premium on or
        repay,
        repurchase or redeem any debt securities of the Company that rank *pari passu*in all respects with or junior in interest to the Securities (other
        than
        (A) repurchases, redemptions or other acquisitions of shares of
  56
 capital
          stock of the Company in connection with any employment contract, benefit
          plan or
          other similar arrangement with or for the benefit of any one or more employees,
          officers, directors or consultants, in connection with a dividend reinvestment
          or stockholder stock purchase 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 a reclassification
          of the
          Guarantor’s capital stock or the 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 or distribution in connection with any Rights
          Plan,
          the issuance of rights, stock or other property under any Rights Plan or
          the
          redemption or repurchase of rights pursuant thereto, or (E) any dividend
          or
          distribution in the form of stock, warrants, options or other rights where
          the
          dividend or distribution stock or the stock issuable upon exercise of such
          warrants, options or other rights is the same stock as that on which the
          dividend or distribution is being paid or ranks *pari passu*with or
          junior to such stock).
  (b)  The
        Company also covenants with each Holder of Securities (i) to hold, directly
        or
        indirectly, one hundred percent (100%) of the Common Securities of the Trust,
        *provided*, that any permitted successor of the Company hereunder may
        succeed to the Company’s ownership of such Common Securities, (ii) as holder of
        such Common Securities, not to voluntarily dissolve, wind-up or liquidate
        the
        Trust other than (A) in connection with a distribution of the Securities
        to the
        holders of the Preferred Securities in liquidation of the Trust or (B) in
        connection with certain mergers, consolidations or amalgamations permitted
        by
        the Trust Agreement and (iii) to use its reasonable commercial efforts,
        consistent with the terms and provisions of the Trust Agreement, to cause
        the
        Trust to continue to be taxable as a grantor trust and not as a corporation
        for
        United States Federal income tax purposes.
  *SECTION
        10.7.*  *Waiver
        of Covenants.*
  The
        Company may omit in any particular instance to comply with any covenant or
        condition contained in Section 10.6 if, before or after the time for such
        compliance, the Holders of at least a majority in aggregate principal amount
        of
        the Outstanding Securities shall, by Act of such Holders, and at least a
        majority of the aggregate Liquidation Amount (as defined in the Trust Agreement)
        of the Preferred Securities then outstanding, by consent of such holders,
        either
        waive such compliance in such instance or generally waive compliance with
        such
        covenant or condition, but no such waiver shall extend to or affect such
        covenant or condition except to the extent so expressly waived, and, until
        such
        waiver shall become effective, the obligations of the Company in respect
        of any
        such covenant or condition shall remain in full force and effect.
  *SECTION
        10.8.*  *Treatment
        of Securities.*
  The
        Company will treat the Securities as indebtedness, and the amounts payable
        in
        respect of the principal amount of such Securities as interest, for all U.S.
        federal income tax purposes.  All payments in respect of the
        Securities will be made free and clear of U.S.
  57
 withholding
          tax to any beneficial owner thereof that has provided an Internal Revenue
          Service Form W-8BEN (or any substitute or successor form) establishing
          its
          non-U.S. status for U.S. federal income tax purposes.
  ARTICLE
        XI
  Redemption
        of Securities
  *SECTION
        11.1.*  *Optional
        Redemption.*
  The
        Company may, at its option, on any Interest Payment Date, on or after June
        15,
        2012, redeem the Securities in whole at any time or in part from time to
        time,
        at a Redemption Price equal to one hundred percent (100%) of the principal
        amount thereof (or of the redeemed portion thereof, as applicable), together,
        in
        the case of any such redemption, with accrued interest, including any Additional
        Interest, to but excluding the date fixed for redemption; *provided*,
        that the Company shall have received the prior approval of the Federal Reserve
        with respect to such redemption if then required.
  *SECTION
        11.2.*  *Special
        Event Redemption.*
  Upon
        the
        occurrence and during the continuation of a Special Event, the Company may,
        at
        its option, redeem the Securities, in whole but not in part, at a redemption
        price equal to the Redemption Price specified in Section 11.1 above,
        together, in the case of any such redemption, with accrued interest, including
        any Additional Interest, to but excluding the date fixed for redemption (the
        “Special Event Redemption Price”); *provided*, that the Company shall
        have received the prior approval of the Federal Reserve with respect to such
        redemption if then required.
  *SECTION
        11.3.*  *Election
        to Redeem; Notice to Trustee.*
  The
        election of the Company to redeem any Securities, in whole or in part, shall
        be
        evidenced by or pursuant to a Board Resolution.  In case of any
        redemption at the election of the Company, the Company shall, not less than
        forty five (45) days and not more than seventy five (75) days prior to the
        Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
        notify the Trustee and the Property Trustee under the Trust Agreement in
        writing
        of such date and of the principal amount of the Securities to be redeemed
        and
        provide the additional information required to be included in the notice
        or
        notices contemplated by Section 11.5. In the case of any redemption of
        Securities, in whole or in part, (a) prior to the expiration of any restriction
        on such redemption provided in this Indenture or the Securities or (b) pursuant
        to an election of the Company which is subject to a condition specified in
        this
        Indenture or the Securities, the Company shall furnish the Trustee with an
        Officers’ Certificate and an Opinion of Counsel evidencing compliance with such
        restriction or condition.
  *SECTION
        11.4.*  *Selection
        of Securities to be Redeemed.*
  (a)  If
        less
        than all the Securities are to be redeemed, the particular Securities to
        be
        redeemed shall be selected not more than sixty (60) days prior to the Redemption
        Date by the Trustee from the Outstanding Securities not previously called
        for
        redemption, by such method as
  58
 the
          Trustee shall deem fair and appropriate and which may provide for the selection
          for redemption of a portion of the principal amount of any or each Security,
          *provided*, that the unredeemed portion of the principal amount of any
          Security shall be in an authorized denomination (which shall not be less
          than
          the minimum authorized denomination) for such Security.
  (b)  The
        Trustee shall promptly notify the Company in writing of the Securities selected
        for redemption and, in the case of any Securities selected for partial
        redemption, the principal amount thereof to be redeemed. For all purposes
        of
        this Indenture, unless the context otherwise requires, all provisions relating
        to the redemption of Securities shall relate, in the case of any Security
        redeemed or to be redeemed only in part, to the portion of the principal
        amount
        of such Security that has been or is to be redeemed.
  (c)  The
        provisions of paragraphs (a) and (b) of this Section 11.4 shall not apply
        with respect to any redemption affecting only a single Security, whether
        such
        Security is to be redeemed in whole or in part. In the case of any such
        redemption in part, the unredeemed portion of the principal amount of the
        Security shall be in an authorized denomination (which shall not be less
        than
        the minimum authorized denomination) for such Security.
  *SECTION
        11.5.*  *Notice
        of Redemption.*
  (a)  Notice
        of
        redemption shall be given not later than the thirtieth (30th) day, and not
        earlier than the sixtieth (60th) day, prior to the Redemption Date to each
        Holder of Securities to be redeemed, in whole or in part (unless a shorter
        notice shall be satisfactory to the Property Trustee under the related Trust
        Agreement).
  (b)  With
        respect to Securities to be redeemed, in whole or in part, each notice of
        redemption shall state:
  (i)  the
        Redemption Date;
  (ii)  the
        Redemption Price or, if the Redemption Price cannot be calculated prior to
        the
        time the notice is required to be sent, the estimate of the Redemption Price,
        as
        calculated by the Company, together with a statement that it is an estimate
        and
        that the actual Redemption Price will be calculated on the fifth Business
        Day
        prior to the Redemption Date (and if an estimate is provided, a further notice
        shall be sent of the actual Redemption Price on the date that such Redemption
        Price is calculated);
  (iii)  if
        less
        than all Outstanding Securities are to be redeemed, the identification (and,
        in
        the case of partial redemption, the respective principal amounts) of the
        particular Securities to be redeemed;
  (iv)  that
        on
        the Redemption Date, the Redemption Price will become due and payable upon
        each
        such Security or portion thereof, and that any interest (including any
        Additional Interest) on such Security or such portion, as the case may be,
        shall
        cease to accrue on and after said date; and
  59
 (v)  the
        place
        or places where such Securities are to be surrendered for payment of the
        Redemption Price.
  (c)  Notice
        of
        redemption of Securities to be redeemed, in whole or in part, at the election
        of
        the Company shall be given by the Company or, at the Company’s request, by the
        Trustee in the name and at the expense of the Company and shall be irrevocable.
        The notice if mailed in the manner provided above shall be conclusively presumed
        to have been duly given, whether or not the Holder receives such notice.
        In any
        case, a failure to give such notice by mail or any defect in the notice to
        the
        Holder of any Security designated for redemption as a whole or in part shall
        not
        affect the validity of the proceedings for the redemption of any other
        Security.
  *SECTION
        11.6.*  *Deposit
        of Redemption Price.*
  Prior
        to
        10:00 a.m., New York City time, on the Redemption Date specified in the notice
        of redemption given as provided in Section 11.5, the Company will deposit
        with the Trustee or with one or more Paying Agents (or if the Company is
        acting
        as its own Paying Agent, the Company will segregate and hold in trust as
        provided in Section 10.2) an amount of money sufficient to pay the
        Redemption Price of, and any accrued interest (including any Additional
        Interest) on, all the Securities (or portions thereof) that are to be redeemed
        on that date.
  *SECTION
        11.7.*  *Payment
        of Securities Called for Redemption.*
  (a)  If
        any
        notice of redemption has been given as provided in Section 11.5, the
        Securities or portion of Securities with respect to which such notice has
        been
        given shall become due and payable on the date and at the place or places
        stated
        in such notice at the applicable Redemption Price, together with accrued
        interest (including any Additional Interest) to the Redemption Date. On
        presentation and surrender of such Securities at a Place of Payment specified
        in
        such notice, the Securities or the specified portions thereof shall be paid
        and
        redeemed by the Company at the applicable Redemption Price, together with
        accrued interest (including any Additional Interest) to the Redemption
        Date.
  (b)  Upon
        presentation of any Security redeemed in part only, the Company shall execute
        and the Trustee shall authenticate and deliver to the Holder thereof, at
        the
        expense of the Company, a new Security or Securities, of authorized
        denominations, in aggregate principal amount equal to the unredeemed portion
        of
        the Security so presented and having the same Original Issue Date, Stated
        Maturity and terms.
  (c)  If
        any
        Security called for redemption shall not be so paid upon surrender thereof
        for
        redemption, the principal of and any premium on such Security shall, until
        paid,
        bear interest from the Redemption Date at the rate prescribed therefor in
        the
        Security.
  60
 ARTICLE
        XII
  Subordination
        of Securities
  *SECTION
        12.1.*  *Securities
        Subordinate to Senior Debt.*
  The
        Company covenants and agrees, and each Holder of a Security, by its acceptance
        thereof, likewise covenants and agrees, that, to the extent and in the manner
        hereinafter set forth in this Article XII, the payment of the principal
        of and any premium and interest (including any Additional Interest) on each
        and
        all of the Securities are hereby expressly made subordinate and subject in
        right
        of payment to the prior payment in full of all Senior Debt.
  *SECTION
        12.2.*  *No
        Payment When Senior Debt in Default; Payment Over of Proceeds upon Dissolution,
        Etc.*
  (a)  In
        the
        event and during the continuation of any default by the Company in the payment
        of any principal of or any premium or interest on any Senior Debt (following
        any
        grace period, if applicable) when the same becomes due and payable, whether
        at
        maturity or at a date fixed for prepayment or by declaration of acceleration
        or
        otherwise, then, upon written notice of such default to the Company by the
        holders of such Senior Debt or any trustee therefor, unless and until such
        default shall have been cured or waived or shall have ceased to exist, no
        direct
        or indirect payment (in cash, property, securities, by set-off or otherwise)
        shall be made or agreed to be made on account of the principal of or any
        premium
        or interest (including any Additional Interest) on any of the Securities,
        or in
        respect of any redemption, repayment, retirement, purchase or other acquisition
        of any of the Securities.
  (b)  In
        the
        event of a bankruptcy, insolvency or other proceeding described in clause
        (e) or
        (f) of the definition of Event of Default (each such event, if any, herein
        sometimes referred to as a “*Proceeding*”), all Senior Debt (including
        any interest thereon accruing after the commencement of any such proceedings)
        shall first be paid in full before any payment or distribution, whether in
        cash,
        securities or other property, shall be made to any Holder of any of the
        Securities on account thereof. Any payment or distribution, whether in cash,
        securities or other property (other than securities of the Company or any
        other
        entity provided for by a plan of reorganization or readjustment the payment
        of
        which is subordinate, at least to the extent provided in these subordination
        provisions with respect to the indebtedness evidenced by the Securities,
        to the
        payment of all Senior Debt at the time outstanding and to any securities
        issued
        in respect thereof under any such plan of reorganization or readjustment),
        which
        would otherwise (but for these subordination provisions) be payable or
        deliverable in respect of the Securities shall be paid or delivered directly
        to
        the holders of Senior Debt in accordance with the priorities then existing
        among
        such holders until all Senior Debt  (including any interest thereon
        accruing after the commencement of any Proceeding) shall have been paid in
        full.
  (c)  In
        the
        event of any Proceeding, after payment in full of all sums owing with respect
        to
        Senior Debt, the Holders of the Securities, together with the holders of
        any
        obligations of the Company ranking on a parity with the Securities, shall
        be
        entitled to be paid from the remaining assets of the Company the amounts
        at the
        time due and owing on account of unpaid principal of and any premium and
        interest (including any Additional Interest) on the Securities
  61
 and
          such
          other obligations before any payment or other distribution, whether in
          cash,
          property or otherwise, shall be made on account of any capital stock or
          any
          obligations of the Company ranking junior to the Securities and such other
          obligations. If, notwithstanding the foregoing, any payment or distribution
          of
          any character or any security, whether in cash, securities or other property
          (other than securities of the Company or any other entity provided for
          by a plan
          of reorganization or readjustment the payment of which is subordinate,
          at least
          to the extent provided in these subordination provisions with respect to
          the
          indebtedness evidenced by the Securities, to the payment of all Senior
          Debt at
          the time outstanding and to any securities issued in respect thereof under
          any
          such plan of reorganization or readjustment) shall be received by the Trustee
          or
          any Holder in contravention of any of the terms hereof and before all Senior
          Debt shall have been paid in full, such payment or distribution or security
          shall be received in trust for the benefit of, and shall be paid over or
          delivered and transferred to, the holders of the Senior Debt at the time
          outstanding in accordance with the priorities then existing among such
          holders
          for application to the payment of all Senior Debt remaining unpaid, to
          the
          extent necessary to pay all such Senior Debt (including any interest thereon
          accruing after the commencement of any Proceeding) in full. In the event
          of the
          failure of the Trustee or any Holder to endorse or assign any such payment,
          distribution or security, each holder of Senior Debt is hereby irrevocably
          authorized to endorse or assign the same.
  (d)  The
        Trustee and the Holders, at the expense of the Company, shall take such
        reasonable action (including the delivery of this Indenture to an agent for
        any
        holders of Senior Debt or consent to the filing of a financing statement
        with
        respect hereto) as may, in the opinion of counsel designated by the holders
        of a
        majority in principal amount of the Senior Debt at the time outstanding,
        be
        necessary or appropriate to assure the effectiveness of the subordination
        effected by these provisions.
  (e)  The
        provisions of this Section 12.2 shall not impair any rights, interests,
        remedies or powers of any secured creditor of the Company in respect of any
        security interest the creation of which is not prohibited by the provisions
        of
        this Indenture.
  (f)  The
        securing of any obligations of the Company, otherwise ranking on a parity
        with
        the Securities or ranking junior to the Securities, shall not be deemed to
        prevent such obligations from constituting, respectively, obligations ranking
        on
        a parity with the Securities or ranking junior to the Securities.
  *SECTION
        12.3.*  *Payment
        Permitted If No Default.*
  Nothing
        contained in this Article XII or elsewhere in this Indenture or in any of
        the Securities shall prevent (a) the Company, at any time, except during
        the
        pendency of the conditions described in paragraph (a) of Section 12.2 or
        of any Proceeding referred to in Section 12.2, from making payments
        at any time of principal of and any premium or interest (including any
        Additional Interest) on the Securities or (b) the application by the Trustee
        of
        any moneys deposited with it hereunder to the payment of or on account of
        the
        principal of and any premium or interest (including any Additional Interest)
        on
        the Securities or the retention of such payment by the Holders, if, at the
        time
        of such application by the Trustee, it did not have knowledge (in accordance
        with Section 12.8) that such payment would have been prohibited by the
        provisions of this Article XII, except as provided in Section
        12.8.
  62
 *SECTION
        12.4.*  *Subrogation
        to Rights of Holders of Senior Debt.*
  Subject
        to the payment in full of all amounts due or to become due on all Senior
        Debt,
        or the provision for such payment in cash or cash equivalents or otherwise
        in a
        manner satisfactory to the holders of Senior Debt, the Holders of the Securities
        shall be subrogated to the extent of the payments or distributions made to
        the
        holders of such Senior Debt pursuant to the provisions of this Article
        XII (equally and ratably with the holders of all indebtedness of the Company
        that by its express terms is subordinated to Senior Debt of the Company to
        substantially the same extent as the Securities are subordinated to the Senior
        Debt and is entitled to like rights of subrogation by reason of any payments
        or
        distributions made to holders of such Senior Debt) to the rights of the holders
        of such Senior Debt to receive payments and distributions of cash, property
        and
        securities applicable to the Senior Debt until the principal of and any premium
        and interest (including any Additional Interest) on the Securities shall
        be paid
        in full. For purposes of such subrogation, no payments or distributions to
        the
        holders of the Senior Debt of any cash, property or securities to which the
        Holders of the Securities or the Trustee would be entitled except for the
        provisions of this Article XII, and no payments made pursuant to the
        provisions of this Article XII to the holders of Senior Debt by Holders
        of the Securities or the Trustee, shall, as among the Company, its creditors
        other than holders of Senior Debt, and the Holders of the Securities, be
        deemed
        to be a payment or distribution by the Company to or on account of the Senior
        Debt.
  *SECTION
        12.5.*  *Provisions
        Solely to Define Relative Rights.*
  The
        provisions of this Article XII are and are intended solely for the
        purpose of defining the relative rights of the Holders of the Securities
        on the
        one hand and the holders of Senior Debt on the other hand. Nothing contained
        in
        this Article XII or elsewhere in this Indenture or in the Securities is
        intended to or shall (a) impair, as between the Company and the Holders of
        the
        Securities, the obligations of the Company, which are absolute and
        unconditional, to pay to the Holders of the Securities the principal of and
        any
        premium and interest (including any Additional Interest) on the Securities
        as
        and when the same shall become due and payable in accordance with their terms,
        (b) affect the relative rights against the Company of the Holders of the
        Securities and creditors of the Company other than their rights in relation
        to
        the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
        Security (or to the extent expressly provided herein, the holder of any
        Preferred Security) from exercising all remedies otherwise permitted by
        applicable law upon default under this Indenture, including filing and voting
        claims in any Proceeding, subject to the rights, if any, under this Article
        XII of the holders of Senior Debt to receive cash, property and securities
        otherwise payable or deliverable to the Trustee or such Holder.
  *SECTION
        12.6.*  *Trustee
        to Effectuate Subordination.*
  Each
        Holder of a Security by his or her acceptance thereof authorizes and directs
        the
        Trustee on his or her behalf to take such action as may be necessary or
        appropriate to acknowledge or effectuate the subordination provided in this
        Article XII and appoints the Trustee his or her attorney-in-fact for any
        and all such purposes.
  63
 *SECTION
        12.7.*  *No
        Waiver of Subordination Provisions.*
  (a)  No
        right
        of any present or future holder of any Senior Debt to enforce subordination
        as
        herein provided shall at any time in any way be prejudiced or impaired by
        any
        act or failure to act on the part of the Company or by any act or failure
        to
        act, in good faith, by any such holder, or by any noncompliance by the Company
        with the terms, provisions and covenants of this Indenture, regardless of
        any
        knowledge thereof that any such holder may have or be otherwise charged
        with.
  (b)  Without
        in any way limiting the generality of paragraph (a) of this Section 12.7,
        the holders of Senior Debt may, at any time and from to time, without the
        consent of or notice to the Trustee or the Holders of the Securities, without
        incurring responsibility to such Holders of the Securities and without impairing
        or releasing the subordination provided in this Article XII or the
        obligations hereunder of such Holders of the Securities to the holders of
        Senior
        Debt, do any one or more of the following: (i) change the manner, place or
        terms
        of payment or extend the time of payment of, or renew or alter, Senior Debt,
        or
        otherwise amend or supplement in any manner Senior Debt or any instrument
        evidencing the same or any agreement under which Senior Debt is outstanding,
        (ii) sell, exchange, release or otherwise deal with any property pledged,
        mortgaged or otherwise securing Senior Debt, (iii) release any Person liable
        in
        any manner for the payment of Senior Debt and (iv) exercise or refrain from
        exercising any rights against the Company and any other Person.
  *SECTION
        12.8.*  *Notice
        to Trustee.*
  (a)  The
        Company shall give prompt written notice to a Responsible Officer of the
        Trustee
        of any fact known to the Company that would prohibit the making of any payment
        to or by the Trustee in respect of the Securities. Notwithstanding the
        provisions of this Article XII or any other provision of this Indenture,
        the Trustee shall not be charged with knowledge of the existence of any facts
        that would prohibit the making of any payment to or by the Trustee in respect
        of
        the Securities, unless and until a Responsible Officer of the Trustee shall
        have
        received written notice thereof from the Company or a holder of Senior Debt
        or
        from any trustee, agent or representative therefor; *provided*, that if
        the Trustee shall not have received the notice provided for in this Section
        12.8 at least two Business Days prior to the date upon which by the terms
        hereof any monies may become payable for any purpose (including, the payment
        of
        the principal of and any premium on or interest (including any Additional
        Interest) on any Security), then, anything herein contained to the contrary
        notwithstanding, the Trustee shall have full power and authority to receive
        such
        monies and to apply the same to the purpose for which they were received
        and
        shall not be affected by any notice to the contrary that may be received
        by it
        within two Business Days prior to such date.
  (b)  The
        Trustee shall be entitled to rely on the delivery to it of a written notice
        by a
        Person representing himself or herself to be a holder of Senior Debt (or
        a
        trustee, agent, representative or attorney-in-fact therefor) to establish
        that
        such notice has been given by a holder of Senior Debt (or a trustee, agent,
        representative or attorney-in-fact therefor). In the event that the Trustee
        determines in good faith that further evidence is required with respect to
        the
        right of any Person as a holder of Senior Debt to participate in any payment
        or
        distribution pursuant to this Article XII, the Trustee may request such
        Person to furnish evidence to the
  64
 reasonable
          satisfaction of the Trustee as to the amount of Senior Debt held by such
          Person,
          the extent to which such Person is entitled to participate in such payment
          or
          distribution and any other facts pertinent to the rights of such Person
          under
          this Article XII, and if such evidence is not furnished, the Trustee may
          defer any payment to such Person pending judicial determination as to the
          right
          of such Person to receive such payment.
  *SECTION
        12.9.*  *Reliance
        on Judicial Order or Certificate of Liquidating Agent.*
  Upon
        any
        payment or distribution of assets of the Company referred to in this Article
        XII, the Trustee and the Holders of the Securities shall be entitled to
        conclusively rely upon any order or decree entered by any court of competent
        jurisdiction in which such Proceeding is pending, or a certificate of the
        trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
        the benefit of creditors, agent or other Person making such payment or
        distribution, delivered to the Trustee or to the Holders of Securities, for
        the
        purpose of ascertaining the Persons entitled to participate in such payment
        or
        distribution, the holders of the Senior Debt and other indebtedness of the
        Company, the amount thereof or payable thereon, the amount or amounts paid
        or
        distributed thereon and all other facts pertinent thereto or to this Article
        XII.
  *SECTION
        12.10.*  *Trustee
        Not Fiduciary for Holders of Senior Debt.*
  The
        Trustee, in its capacity as trustee under this Indenture, shall not be deemed
        to
        owe any fiduciary duty to the holders of Senior Debt and shall not be liable
        to
        any such holders if it shall in good faith mistakenly pay over or distribute
        to
        Holders of Securities or to the Company or to any other Person cash, property
        or
        securities to which any holders of Senior Debt shall be entitled by virtue
        of
        this Article XII or otherwise.
  *SECTION
        12.11.*  *Rights
        of Trustee as Holder of Senior Debt; Preservation of Trustee’s
        Rights.*
  The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article XII with respect to any Senior Debt that may at any time
        be held by it, to the same extent as any other holder of Senior Debt, and
        nothing in this Indenture shall deprive the Trustee of any of its rights
        as such
        holder.
  *SECTION
        12.12.*  *Article
        Applicable to Paying Agents.*
  If
        at any
        time any Paying Agent other than the Trustee shall have been appointed by
        the
        Company and be then acting hereunder, the term “*Trustee*” as used in
        this Article XII shall in such case (unless the context otherwise
        requires) be construed as extending to and including such Paying Agent within
        its meaning as fully for all intents and purposes as if such Paying Agent
        were
        named in this Article XII in addition to or in place of the Trustee;
*provided*, that Sections12.8 and 12.11 shall not
        apply to the Company or any Affiliate of the Company if the Company or such
        Affiliate acts as Paying Agent.
  This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.
  65
 *
        * *
        *
  
 66
 
 IN
        WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
        executed as of the day and year first above written.
   GREENE
                COUNTY BANCSHARES, INC.By:Name:
                James E. AdamsTitle:
                Chief Financial OfficerWILMINGTON
                TRUST COMPANY, not in its individual capacity, but
                solely as TrusteeBy:Name:Title:
       67
 Schedule
        A
 DETERMINATION
        OF LIBOR
  With
        respect to the Securities, the London interbank offered rate (“*LIBOR*”)
        shall be determined by the Calculation Agent in accordance with the following
        provisions (in each case rounded to the nearest .000001%):
  (1)           On
        the second LIBOR Business Day (as defined below) prior to an Interest Payment
        Date (except, with respect to the first Interest Payment Date, on May 14,
        2007
        (each such day, a “LIBOR Determination Date”), LIBOR for any given security
        shall, for the following interest payment period, equal the rate, as obtained
        by
        the Calculation Agent from Bloomberg Financial Markets Commodities News,
        for
        three-month U.S. Dollar deposits in Europe, which appears on page “LIBOR 01” of
        the Reuters Monitor Money Rates Service, or such other page as may replace
        such
        page “LIBOR 01” from time to time, as of 11:00 a.m. (London time) on such LIBOR
        Determination Date.
  (2)           If,
        on any LIBOR Determination Date, such rate does not appear on page “LIBOR 01” of
        the Reuters Monitor Money Rates Service or such other page as may replace
        such
        page “LIBOR 01” from time to time, the Calculation Agent shall determine the
        arithmetic mean of the offered quotations of the Reference Banks (as defined
        below) to leading banks in the London interbank market for three-month U.S.
        Dollar deposits in Europe in an amount determined by the Calculation Agent
        by
        reference to requests for quotations as of approximately 11:00 a.m. (London
        time) on the LIBOR Determination Date made by the Calculation Agent to the
        Reference Banks.  If, on any LIBOR Determination Date, at least two of
        the Reference Banks provide such quotations, LIBOR shall equal such arithmetic
        mean of such quotations.  If, on any LIBOR Determination Date, only
        one or none of the Reference Banks provide such quotations, LIBOR shall be
        deemed to be the arithmetic mean of the offered quotations that leading banks
        in
        the City of New York selected by the Calculation Agent are quoting on the
        relevant LIBOR Determination Date for three-month U.S. Dollar deposits in
        Europe
        in an amount determined by the Calculation Agent by reference to the principal
        London offices of leading banks in the London interbank market; *provided*that, if the Calculation Agent is required but is unable to determine
        a
        rate in accordance with at least one of the procedures provided above, LIBOR
        shall be LIBOR as determined on the previous LIBOR Determination
        Date.
  (3)           As
        used herein: “*Reference Banks*” means four major banks in the London
        interbank market selected by the Calculation Agent; and “*LIBOR Business
        Day*” means a day on which commercial banks are open for business (including
        dealings in foreign exchange and foreign currency deposits) in
        London.
   
 **Exhibit
        A**
  Officer’s
        Certificate
  The
        undersigned, the Chief Financial Officer hereby certifies, pursuant to Section
        7.3(b) of the Junior Subordinated Indenture, dated as of May 16, 2007, between
        Greene County Bancshares, Inc. (the “Company”) and Wilmington Trust Company, as
        trustee,  that, as of [date], [20__], the Company had the following
        ratios and balances:
  BANK
        HOLDING COMPANY
 As
        of
        [Quarterly Financial Dates]
  Tier
                  1 Risk Weighted Assets
              
              %Ratio
                  of Double Leverage
              
              %Non-Performing
                  Assets to Loans and OREO
              
              %Tangible
                  Common Equity as a Percentage of Tangible Assets
              
              %Ratio
                  of Reserves to Non-Performing Loans
              
              %Ratio
                  of Net Charge-Offs to Loans
              
              %Return
                  on Average Assets (annualized)
              
              %Net
                  Interest Margin (annualized)
              
              %Efficiency
                  Ratio
              
              %Ratio
                  of Loans to Assets
              
              %Ratio
                  of Loans to Deposits
              
              %Total
                  Assets
              $Year
                  to Date Income
              $
 
 *
        A table
        describing the quarterly report calculation procedures is provided on page
        __
  [**FOR
        FISCAL YEAR END**: Attached hereto are the audited consolidated financial
        statements (including the balance sheet, income statement and statement of
        cash
        flows, and notes thereto, together with the report of the independent
        accountants thereon) of the Company and its consolidated subsidiaries for
        the
        three years ended _______, 20___.]
  [**FOR
        FISCAL QUARTER END**: Attached hereto are the unaudited consolidated and
        consolidating financial statements (including the balance sheet and income
        statement) of the Company and its consolidated subsidiaries for the fiscal
        quarter] ended [date], 20__.
  The
        financial statements fairly present in all material respects, in accordance
        with
        U.S. generally accepted accounting principles (“GAAP”), the financial position
        of the Company and its consolidated subsidiaries, and the results of operations
        and changes in financial condition as of the date, and for the [___ quarter
        interim] [annual] period ended [date], 20__, and such financial statements
        have
        been prepared in accordance with GAAP consistently applied throughout the
        period
        involved (except as otherwise noted therein).
   
 **Exhibit
        A**
   IN
        WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of
        this _____ day of _____________, 20__
  
 Name:Title:Greene
                County Bancshares, Inc.100
                North Main StreetGreeneville,
                Tennessee 37744(423)
                278-3050
  
   
 
 
 
 Financial
        Definitions
  
 Report
                  Item
              Corresponding
                  FRY-9C or LP Line Items with Line Item corresponding
                  Schedules
              Description
                  of CalculationTier
                  1 Risk
                Weighted
                  Assets
              BHCK7206
                Schedule
                  HC-R
              Tier
                  1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
                  AssetsRatio
                  of Double Leverage
              (BHCP0365)/(BCHCP3210)
                Schedule
                  PC in the LP
              Total
                  equity investments in subsidiaries divided by the total equity
                  capital.
                  This field is calculated at the parent company level. “Subsidiaries”
                  include bank, bank holding company, and non-bank
                  subsidiaries.Non-Performing
                  Assets to Loans and OREO
              (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)
                  Schedules HC-C, HC-M & HC-N
              Total
                  Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                  Repossessed Assets)/Total Loans+Foreclosed Real EstateTangible
                  Common Equity as a Percentage of Tangible Assets
              (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)
                
                Schedule
                  HC
              (Equity
                  Capital – Goodwill)/(Total Assets – Goodwill)Ratio
                  of Reserves to Non-Performing Loans
              (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)
                
                Schedules
                  HC & HC-N & HC-R
              Total
                  Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                  Loans
                (Nonaccrual
                  + Restructured)Ratio
                  of Net Charge-Offs to Loans
              (BHCK4635-BHCK4605)/(BHCK3516)
                
                Schedules
                  HC-B & HC-K
              Net
                  charge offs for the period as a percentage of average
                  loans.Return
                  on Average Assets (annualized)
              (BHCK4340/BHCK3368)
                
                Schedules
                  HI & HC-K
              Net
                  Income as a percentage of Assets.Net
                  Interest Margin (annualized)
              (BHCK4519)/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)
                
                Schedules
                  HI Memorandum and HC-K
              (Net
                  Interest Income Fully Taxable Equivalent, if available/Average
                  Earning
                  Assets)Efficiency
                  Ratio
              (BHCK4093)/(BHCK4519+BHCK4079)
                
                Schedule
                  HI
              (Non-interest
                  Expense)/(Net Interest Income Fully Taxable Equivalent, if available,
                  plus
                  Non-interest Income)Ratio
                  of Loans to Assets
              (BHCKB528+BHCK5369)/(BHCK2170)
                
                Schedule
                  HC
              Total
                  Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                  AssetsRatio
                  of Loans to Deposits
              (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)
                
                Schedule
                  HC
              Total
                  Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                  Deposits (Includes Domestic and Foreign
                  Deposits)
  
 
 Total
                  Assets
              (BHCK2170)
                
                Schedule
                  HC
              The
                  sum of total assets. Includes cash and balances due from depository
                  institutions; securities; federal funds sold and securities purchased
                  under agreements to resell; loans and lease financing receivables;
                  trading
                  assets; premises and fixed assets; other real estate owned; investments
                  in
                  unconsolidated subsidiaries and associated companies; customer’s liability
                  on acceptances outstanding; intangible assets; and other
                  assets.Net
                  Income
              (BHCK4300)
                
                Schedule
                  HI
              The
                  sum of income (loss) before extraordinary items and other adjustments
                  and
                  extraordinary items; and other adjustments, net of income
                  taxes.
 
  
 Financial
        Definitions
  THRIFT
        HOLDING COMPANY
  Report
                  Item
              Corresponding
                  TFR
              Description
                  of
                CalculationTier
                  I Risk Weighted Assets  -
              Schedule
                  CCR – Consolidated Capital Requirement
                CCR
                  830
              Tier
                  1 Risk Ratio: Core Capital (Tier 1)/Risk-adjusted
                  assetsRatio
                  of Double Leverage
              Not
                  applicable
              Not
                  applicableNon-performing
                  assets to loans and OREO
              Schedule
                  PD – Consolidated Past Due and Nonaccrual
                Schedule
                  SC – Consolidated Statement of Condition
                PD30/(SC23+SC30+SC34+SC40)
              Total
                  Non-performing assets (NPLs + Foreclosed Real Estate+Other Non-accrual
                  & Repossessed assets+Foreclosed Real Estate)Tangible
                  Common Equity as a Percentage of Total Assets
              Schedule
                  CCR
                CCR
                  840
              (Equity
                  Capital-Goodwill) / (Total assets – Goodwill)Ratio
                  of Reserves to Non-performing loans
              SC283/PD30
              Total
                  loan loss reserves / Total Non-performing loansRatio
                  of Net Charge-offs to Loans
              Schedule
                  VA – Consolidated Valuation Allowances and Related Data
                
                (VA155-VA135)/(SC23+SC30+SC34)
              Net
                  charge offs for the period as a percentage of average
                  loansReturn
                  on Assets (annualized)
              Schedule
                  SO – Consolidated Statements of Operations
                SO91/SC60
              Net
                  income as a percentage of assetsNet
                  interest margin (annualized)
              SO311/((SC10-SC110)+SC20+SC23+SC30+SC34)
              Net
                  interest income / Average earning assetsEfficiency
                  Ratio
              (SO51/(SO311+SO40))
              (Non-interest
                  expense) / (Net interest income + Non-interest income)Ratio
                  of Loans to Assets
              (SC23+SC30+SC34)/(SC60)
              Total
                  Loan & Leases / Total assetsRatio
                  of Loans to Deposits
              (SC23+SC30+SC34)/(SC710)
              Total
                  Loans & Leases / Total DepositsTotal
                  Assets
              Schedule
                  SC
                SC60
              The
                  sum of total assets.Net
                  Income
              Schedule
                  SO
                SO91
              The
                  sum of income (loss).
 
 3




















Exhibit
      E




FORM
      OF
      TRANSFEREE CERTIFICATE


TO
      BE
      EXECUTED BY TRANSFEREES OTHER THAN QIBS




__________,
      [     ]


Greene
      County Bancshares, Inc.


GreenBank
      Capital Trust I


100
      North
      Main Street


Greeneville,
      Tennessee 37744





Re: Purchase
      of $1,000
      stated liquidation amount of Floating Rate Preferred Securities
      (the “Preferred Securities”) of GreenBank Capital Trust I





Ladies
      and Gentlemen:





In
      connection with our purchase of the Preferred Securities we confirm
      that:




1.           We
      understand that the Floating Rate Preferred Securities (the “Preferred
      Securities”) of GreenBank Capital Trust I (the “Trust”) (including the guarantee
      (the “Guarantee”) of Greene County Bancshares, Inc. (the “Company”) executed in
      connection therewith) and the Floating Rate Junior Subordinated Notes due 2037
      of the Company (the “Subordinated Notes”) (the Preferred Securities, the
      Guarantee and the Subordinated Notes together being referred to herein as the
      “Offered Securities”), have not been registered under the Securities Act of
      1933, as amended (the “Securities Act”), and may not be offered or sold except
      as permitted in the following sentence. We agree on our own behalf and on behalf
      of any investor account for which we are purchasing the Offered Securities
      that,
      if we decide to offer, sell or otherwise transfer any such Offered Securities,
      (i) such offer, sale or transfer will be made only (a) to the Trust or the
      Company, (b) to a person we reasonably believe is a “qualified institutional
      buyer” (a “QIB”) (as defined in Rule 144A under the Securities Act) in a
      transaction meeting the requirements of Rule 144A, (c) to an institutional
      “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or
      (7) of Rule 501 under the Securities Act that is acquiring Offered Securities
      for its own account, or for the account of such an “accredited investor,” for
      investment purposes and not with a view to, or for offer or sale in connection
      with, any distribution thereof in violation of the Securities Act, (d) pursuant
      to an effective registration statement under the Securities Act, or (e) pursuant
      to an exemption from the Securities Act, in each case in accordance with any
      applicable securities laws of any state of the United States or any other
      applicable jurisdiction and, in the case of (c) or (e), subject to the right
      of
      the Trust and the Company to require an opinion of counsel and other information
      satisfactory to each of them. The foregoing restrictions on resale will not
      apply subsequent to the date on which, in the written opinion of counsel, the
      Preferred Securities are not “restricted securities” within the meaning of Rule
      144 under the Securities Act.  If any resale or other transfer of the
      Offered Securities is proposed to be made pursuant to clause (c) or (e) above,
      the transferor shall deliver a letter from the transferee substantially in
      the
      form of this letter to the Company and the Property Trustee as Transfer Agent,
      which shall provide as applicable, among other things, that the transferee
      is an
“accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or
      (7) of Rule 501 under the Securities Act that is acquiring such Securities
      for
      investment purposes and not for




distribution
        in violation of the Securities Act. We acknowledge on our behalf and on behalf
        of any investor account for which we are purchasing Securities that the Trust
        and the Company reserve the right prior to any offer, sale or other transfer
        pursuant to clause (c) or (e) to require the delivery of any opinion of counsel,
        certifications and/or other information satisfactory to the Trust and the
        Company.  We understand that the certificates for any Offered Security
        that we receive will bear a legend substantially to the effect of the
        foregoing.




2.           We
      are an “accredited investor” within the meaning of subparagraph (a) (1), (2),
      (3) or (7) of Rule 501 under the Securities Act purchasing for our own account
      or for the account of such an “accredited investor,” and we are acquiring the
      Offered Securities for investment purposes and not with view to, or for offer
      or
      sale in connection with, any distribution in violation of the Securities Act,
      and we have such knowledge and experience in financial and business matters
      as
      to be capable of evaluating the merits and risks of our investment in the
      Offered Securities, and we and any account for which we are acting are each
      able
      to bear the economic risks of our or its investment.




3.           We
      are acquiring the Offered Securities purchased by us for our own account (or
      for
      one or more accounts as to each of which we exercise sole investment discretion
      and have authority to make, and do make, the statements contained in this
      letter) and not with a view to any distribution of the Offered Securities,
      subject, nevertheless, to the understanding that the disposition of our property
      will at all times be and remain within our control.




4.           In
      the event that we purchase any Preferred Securities or any Subordinated Notes,
      we will acquire such Preferred Securities having an aggregate stated liquidation
      amount of not less than $100,000 or such Subordinated Notes having an aggregate
      principal amount not less than $100,000, for our own account and for each
      separate account for which we are acting.




5.           We
      acknowledge that we either (A) are not a fiduciary of a 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 are not purchasing the Offered
      Securities on behalf of or with “plan assets” by reason of any Plan’s investment
      in the entity, (B) are eligible for the exemptive relief available under one
      or
      more of the following prohibited transaction class exemptions (“PTCEs”) issued
      by the U.S. Department of Labor:  PTCE 96-23, 95-60, 91-38, 90-1 or
      84-14 or another applicable exemption, or (C) our purchase and holding of this
      security, or any interest therein, is not prohibited by Section 406 of ERISA
      or
      Section 4975 of the Code with respect to such purchase or holding.




6.           We
      acknowledge that the Trust and the Company and others will rely upon the truth
      and accuracy of the foregoing acknowledgments, representations, warranties
      and
      agreements and agree that if any of the acknowledgments, representations,
      warranties and agreements deemed to have been made by our purchase of the
      Offered Securities are no longer accurate, we shall promptly notify the
      Company.  If we are acquiring any Offered Securities as a fiduciary or
      agent for one or more investor accounts, we represent that we have sole
      discretion with respect to each such investor account and that we have full
      power to make the foregoing acknowledgments, representations and agreement
      on
      behalf of each such investor account.




















(Name
              of Purchaser)By:Date:














Upon
      transfer, the Offered Securities would be registered in the name of the new
      beneficial owner as follows.







Name:Address:Taxpayer
                ID Number:























Exhibit
      F




FORM
      OF
      TRANSFEROR CERTIFICATE


TO
      BE
      EXECUTED FOR QIBs




__________,
      [     ]


Greene
      County Bancshares, Inc.


GreenBank
      Capital Trust I


100
      North
      Main Street


Greeneville,
      Tennessee 37744





Re:
            Purchase
                of a minimum aggregate of $100,000 stated liquidation amount of Floating
                Rate Preferred Securities (the “Preferred Securities”) of GreenBank
                Capital Trust I





Reference
      is hereby made to the Amended and Restated Trust Agreement of GreenBank Capital
      Trust I, dated as of May 16, 2007 (the “Trust Agreement”), among R. Stan
      Puckett, Kent Vaught and James E. Adams, as Administrative Trustees, Wilmington
      Trust Company, as Delaware Trustee, Wilmington Trust Company, as Property
      Trustee, Greene County Bancshares, Inc., as Depositor, and the holders from
      time
      to time of undivided beneficial interests in the assets of GreenBank Capital
      Trust I.  Capitalized terms used but not defined herein shall have the
      meanings given them in the Trust Agreement.




This
      letter relates to $________________________ aggregate liquidation amount of
      Preferred Securities which are held in the name of _____________ (the
“Transferor”).




In
      accordance with Article V of the Trust Agreement, the Transferor hereby
      certifies that such Preferred Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Preferred Securities and
      (ii) Rule 144A under the Securities Act (“Rule 144A”), to a transferee that the
      Transferor reasonably believes is purchasing the Preferred Securities for its
      own account or an account with respect to which the transferee exercises sole
      investment discretion and the transferee and any such account is a “qualified
      institutional buyer” within the meaning of Rule 144A, in a transaction meeting
      the requirements of Rule 144A and in accordance with applicable securities
      laws
      of any state of the United States or any other jurisdiction.




You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceeding or official inquiry with respect to the matters covered
      hereby.








(Name
              of Transferor)By:Name:Title:














Date:











Exhibit
      G




Officer’s
      Certificate




The
      undersigned, the Chief Financial Officer hereby certifies, pursuant to Section
      8.16(b) of the Amended and Restated Trust Agreement, dated as of May 16, 2007,
      among Greene County Bancshares, Inc. (the “Company”), Wilmington Trust Company,
      as property trustee, Wilmington Trust Company, as Delaware trustee and the
      administrative trustees named therein, that, as of [date], [20__], the Company
      had the following ratios and balances:







BANK
                HOLDING COMPANY
              As
                of [Quarterly Financial Dates]Tier
                1 Risk Weighted Assets
            _________
                %Ratio
                of Double Leverage
            _________
                %Non-Performing
                Assets to Loans and OREO
            _________
                %Tangible
                Common Equity as a Percentage of Tangible Assets
            _________
                %Ratio
                of Reserves to Non-Performing Loans
            _________
                %Ratio
                of Net Charge-Offs to Loans
            _________
                %Return
                on Average Assets (annualized)
            _________
                %Net
                Interest Margin (annualized)
            _________
                %Efficiency
                Ratio
            _________
                %Ratio
                of Loans to Assets
            _________
                %Ratio
                of Loans to Deposits
            _________
                %Total
                Assets
            $Year
                to Date Income
            $





*
      A table
      describing the quarterly report calculation procedures is provided on page
      __





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




[**FOR
      FISCAL QUARTER END:** Attached hereto are the unaudited consolidated and
      consolidating financial statements (including the balance sheet and income
      statement) of the Company and its consolidated subsidiaries for the fiscal
      quarter] ended [date], 20__.




The
      financial statements fairly present in all material respects, in accordance
      with
      U.S. generally accepted accounting principles (“GAAP”), the financial position
      of the Company and its











consolidated
      subsidiaries, and the results of operations and changes in financial condition
      as of the date, and for the [___ quarter interim] [annual] period ended [date],
      20__, and such financial statements have been prepared in accordance with GAAP
      consistently applied throughout the period involved (expect as otherwise noted
      therein).




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







Name:Title:Greene
              County Bancshares, Inc.100
              North Main StreetGreeneville,
              Tennessee 37744(423)
              278-3050















G-2







Financial
      Definitions






Report
                Item
            Corresponding
                FRY-9C or LP Line Items with Line Item corresponding
                Schedules
            Description
                of CalculationTier
                1 Risk Weighted Assets
            BHCK7206
              Schedule
                HC-R
            Tier
                1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
                AssetsRatio
                of Double Leverage
            (BHCP0365)/(BCHCP3210)
              Schedule
                PC in the LP
            Total
                equity investments in subsidiaries divided by the total equity capital.
                This field is calculated at the parent company level. “Subsidiaries”
                include bank, bank holding company, and non-bank
                subsidiaries.Non-Performing
                Assets to Loans and OREO
            (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)
                Schedules HC-C, HC-M & HC-N
            Total
                Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                Repossessed Assets)/Total Loans+Foreclosed Real EstateTangible
                Common Equity as a Percentage of Tangible Assets
            (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)
              Schedule
                HC
            (Equity
                Capital – Goodwill)/(Total Assets – Goodwill)Ratio
                of Reserves to Non-Performing Loans
            (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)
              Schedules
                HC & HC-N & HC-R
            Total
                Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                Loans
                (Nonaccrual + Restructured)Ratio
                of Net Charge-Offs to Loans
            (BHCK4635-BHCK4605)/(BHCK3516)
              Schedules
                HC-B & HC-K
            Net
                charge offs for the period as a percentage of average
                loans.Return
                on Average Assets (annualized)
            (BHCK4340/BHCK3368)
              Schedules
                HI & HC-K
            Net
                Income as a percentage of Assets.Net
                Interest Margin (annualized)
            (BHCK4519)/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)
              Schedules
                HI Memorandum and HC-K
            (Net
                Interest Income Fully Taxable Equivalent, if available/Average Earning
                Assets)












Report
                Item
            Corresponding
                FRY-9C or LP Line Items with Line Item corresponding
                Schedules
            Description
                of CalculationEfficiency
                Ratio
            (BHCK4093)/(BHCK4519+BHCK4079)
              Schedule
                HI
            (Non-interest
                Expense)/(Net Interest Income Fully Taxable Equivalent, if available,
                plus
                Non-interest Income)Ratio
                of Loans to Assets
            (BHCKB528+BHCK5369)/(BHCK2170)
              Schedule
                HC
            Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                AssetsRatio
                of Loans to Deposits
            (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)
              Schedule
                HC
            Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Deposits (Includes Domestic and Foreign Deposits)Total
                Assets
            (BHCK2170)
              Schedule
                HC
            The
                sum of total assets. Includes cash and balances due from depository
                institutions; securities; federal funds sold and securities purchased
                under agreements to resell; loans and lease financing receivables;
                trading
                assets; premises and fixed assets; other real estate owned; investments
                in
                unconsolidated subsidiaries and associated companies; customer’s liability
                on acceptances outstanding; intangible assets; and other
                assets.Net
                Income
            (BHCK4300)
              Schedule
                HI
            The
                sum of income (loss)before extraordinary items andother
                adjustments and extraordinary items; and other adjustments, net of
                income
                taxes.
















Financial
      Definitions




THRIFT
      HOLDING COMPANY




Report
                Item
            Corresponding
                TFR
            Description
                of CalculationTier
                I Risk Weighted Assets
            Schedule
                CCR – Consolidated Capital Requirement
              CCR
                830
            Tier
                1 Risk Ratio: Core Capital (Tier 1)/Risk-adjusted
                assetsRatio
                of Double Leverage
            Not
                applicable
            Not
                applicableNon-performing
                assets to loans and OREO
            Schedule
                PD – Consolidated Past Due and Nonaccrual
              Schedule
                SC – Consolidated Statement of Condition
              PD30/(SC23+SC30+SC34+SC40)
            Total
                Non-performing assets (NPLs + Foreclosed Real Estate+Other Non-accrual
                & Repossessed assets+Foreclosed Real Estate)Tangible
                Common Equity as a Percentage of Total Assets
            Schedule
                CCR
              CCR
                840
            (Equity
                Capital-Goodwill) / (Total assets – Goodwill)Ratio
                of Reserves to Non-performing loans
            SC283/PD30
            Total
                loan loss reserves / Total Non-performing loansRatio
                of Net Charge-offs to Loans
            Schedule
                VA – Consolidated Valuation Allowances and Related Data
              
              (VA155-VA135)/(SC23+SC30+SC34)
            Net
                charge offs for the period as a percentage of average
                loansReturn
                on Assets (annualized)
            Schedule
                SO – Consolidated Statements of Operations
              SO91/SC60
            Net
                income as a percentage of assetsNet
                interest margin (annualized)
            SO311/((SC10-SC110)+SC20+SC23+SC30+SC34)
            Net
                interest income / Average earning assetsEfficiency
                Ratio
            (SO51/(SO311+SO40))
            (Non-interest
                expense) / (Net interest income + Non-interest income)Ratio
                of Loans to Assets
            (SC23+SC30+SC34)/(SC60)
            Total
                Loan & Leases / Total assetsRatio
                of Loans to Deposits
            (SC23+SC30+SC34)/(SC710)
            Total
                Loans & Leases / Total DepositsTotal
                Assets
            Schedule
                SC
              SC60
            The
                sum of total assets.Net
                Income
            Schedule
                SO
              SO91
            The
                sum of income (loss).












Schedule
      A





DETERMINATION
      OF LIBOR









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




(1)           On
      the second LIBOR Business Day (as defined below) prior to an Interest Payment
      Date (except, with respect to the first Interest Payment Date, on May 14, 2007
      (each such day, a “LIBOR Determination Date”), LIBOR for any given security
      shall, for the following interest payment period, equal the rate, as obtained
      by
      the Calculation Agent from Bloomberg Financial Markets Commodities News, for
      three-month U.S. Dollar deposits in Europe, which appears on page “LIBOR 01” of
      the Reuters Monitor Money Rates Service, or such other page as may replace
      such
“LIBOR 01” page from time to time, as of 11:00 a.m. (London time) on such LIBOR
      Determination Date.




(2)           If,
      on any LIBOR Determination Date, such rate does not appear on page “LIBOR 01” of
      the Reuters Monitor Money Rates Service or such other page as may replace such
      “LIBOR 01” page from time to time, the Calculation Agent shall determine the
      arithmetic mean of the offered quotations of the Reference Banks (as defined
      below) to leading banks in the London interbank market for three-month U.S.
      Dollar deposits in Europe in an amount determined by the Calculation Agent
      by
      reference to requests for quotations as of approximately 11:00 a.m. (London
      time) on the LIBOR Determination Date made by the Calculation Agent to the
      Reference Banks.  If, on any LIBOR Determination Date, at least two of
      the Reference Banks provide such quotations, LIBOR shall equal such arithmetic
      mean of such quotations.  If, on any LIBOR Determination Date, only
      one or none of the Reference Banks provide such quotations, LIBOR shall be
      deemed to be the arithmetic mean of the offered quotations that leading banks
      in
      the City of New York selected by the Calculation Agent are quoting on the
      relevant LIBOR Determination Date for three-month U.S. Dollar deposits in Europe
      in an amount determined by the Calculation Agent by reference to the principal
      London offices of leading banks in the London interbank market; provided, that
      if the Calculation Agent is required but is unable to determine a rate in
      accordance with at least one of the procedures provided above, LIBOR shall
      be
      LIBOR as determined on the previous LIBOR Determination Date.




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