##### 



EXHIBIT
4.11
 JUNIOR SUBORDINATED INDENTURE
  SUMMIT BANK CORPORATION
  THE BANK OF NEW YORK
 as Trustee
  ARTICLE I
Definitions and Other Provisions of General ApplicationSection 1.1. Definitions
    
    
    6Section 1.2. Compliance Certificate and Opinions
    
    
    12Section 1.3. Forms of Documents Delivered to Trustee
    
    
    12Section 1.4. Acts of Holders
    
    
    12Section 1.5. Notices, Etc. to Trustee and Company
    
    
    13Section 1.6. Notice to Holders; Waiver
    
    
    13Section 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
    
    
    14Section 1.11. Governing Law
    
    
    14Section 1.12. Submission to Jurisdiction
    
    
    14Section 1.13. Non-Business Days
    
    
    14




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Page 2 of 46 ARTICLE II
Security FormsSection 2.1. Form of Security
    
    
    15Section 2.2. Restricted Legend
    
    
    18Section 2.3. Form of Trustees Certificate of Authentication
    
    
    19Section 2.4. Temporary Securities
    
    
    19Section 2.5. Definitive Securities
    
    
    20ARTICLE III
The SecuritiesSection 3.1. Payment of Principal and Interest
    
    
    20Section 3.2. Denominations
    
    
    21Section 3.3. Execution, Authentication, Delivery and Dating
    
    
    21Section 3.4. Global Securities
    
    
    21Section 3.5. Registration, Transfer and Exchange Generally
    
    
    22Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    23Section 3.7. Persons Deemed Owners
    
    
    23Section 3.8. Cancellation
    
    
    23Section 3.9. Deferrals of Interest Payment Dates
    
    
    23Section 3.10. Right of Set-Off
    
    
    24Section 3.11. Agreed Tax Treatment
    
    
    24Section 3.12. CUSIP Numbers
    
    
    24ARTICLE IV Satisfaction and DischargeSection 4.1. Satisfaction and Discharge of Indenture
    
    
    24Section 4.2. Application of Trust Money
    
    
    25ARTICLE V RemediesSection 5.1. Events of Default
    
    
    25Section 5.2. Acceleration of Maturity; Rescission and Annulment
    
    
    26




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Page 3 of 46 Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    26Section 5.4. Trustee May File Proofs of Claim
    
    
    26Section 5.5. Trustee May Enforce Claim Without Possession of Securities
    
    
    27Section 5.6. Application of Money Collected
    
    
    27Section 5.7. Limitation on Suits
    
    
    27Section 5.8. Unconditional Right of Holders to Receive Principal, Premium
and Interest; Direct Action by Holders of Preferred Securities
    
    
    28Section 5.9. Restoration of Rights and Remedies
    
    
    28Section 5.10. Rights and Remedies Cumulative
    
    
    28Section 5.11. Delay or Omission Not Waiver
    
    
    28Section 5.12. Control by Holders
    
    
    28Section 5.13. Waiver of Past Defaults
    
    
    28Section 5.14. Undertaking for Costs
    
    
    29Section 5.15. Waiver of Usury, Stay or Extension Laws
    
    
    29ARTICLE VI
The TrusteeSection 6.1. Corporate Trustee Required
    
    
    29Section 6.2. Certain Duties and Responsibilities
    
    
    29Section 6.3. Notice of Defaults
    
    
    30Section 6.4. Certain Rights of Trustee
    
    
    30Section 6.5. May Hold Securities
    
    
    31Section 6.6. Compensation; Reimbursement; Indemnity
    
    
    31Section 6.7. Resignation and Removal; Appointment of Successor
    
    
    31Section 6.8. Acceptance of Appointment by Successor
    
    
    32Section 6.9. Merger, Conversion, Consolidation or Succession to Business
    
    
    32Section 6.10. Not Responsible for Recitals or Issuance of Securities
    
    
    32Section 6.11. Appointment of Authenticating Agent
    
    
    32




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Page 4 of 46 ARTICLE VII
Holders Lists and Reports by Trustee And CompanySection 7.1. Company to Furnish Trustee Names and Addresses of Holders
    
    
    33Section 7.2. Preservation of Information, Communications to Holders
    
    
    33Section 7.3. Reports by Company
    
    
    34ARTICLE VIII
Consolidation, Merger, Conveyance, Transfer or LeaseSection 8.1. Company May Consolidate, Etc., Only on Certain Terms
    
    
    34Section 8.2. Successor Company Substituted
    
    
    34ARTICLE IX
Supplemental IndenturesSection 9.1. Supplemental Indentures without Consent of Holders
    
    
    35Section 9.2. Supplemental Indentures with Consent of Holders
    
    
    35Section 9.3. Execution of Supplemental Indentures
    
    
    35Section 9.4. Effect of Supplemental Indentures
    
    
    36Section 9.5. Reference in Securities to Supplemental Indentures
    
    
    36ARTICLE XCovenantsSection 10.1. Payment of Principal, Premium and Interest
    
    
    36Section 10.2. Money for Security Payments to be Held in Trust
    
    
    36Section 10.3. Statement as to Compliance
    
    
    37Section 10.4. Calculation Agent
    
    
    37Section 10.5. Additional Tax Sums
    
    
    37Section 10.6. Additional Covenants
    
    
    37Section 10.7. Waiver of Covenants
    
    
    38Section 10.8. Treatment of Securities
    
    
    38ARTICLE XI
Redemption of SecuritiesSection 11.1. Optional Redemption
    
    
    38Section 11.2. Special Event Redemption
    
    
    38




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Page 5 of 46 Section 11.3. Election to Redeem; Notice to Trustee
    
    
    38Section 11.4. Selection of Securities to be Redeemed
    
    
    39Section 11.5. Notice of Redemption
    
    
    39Section 11.6. Deposit of Redemption Price
    
    
    39Section 11.7. Payment of Securities Called for Redemption
    
    
    39ARTICLE XII
Subordination of SecuritiesSection 12.1. Securities Subordinate to Senior Debt
    
    
    40Section 12.2. No Payment When Senior Debt in Default; Payment
Over of Proceeds Upon Dissolution, Etc.
    
    
    40Section 12.3. Payment Permitted If No Default
    
    
    40Section 12.4. Subrogation to Rights of Holders of Senior Debt
    
    
    41Section 12.5. Provisions Solely to Define Relative Rights
    
    
    41Section 12.6. Trustee to Effectuate Subordination
    
    
    41Section 12.7. No Waiver of Subordination Provisions
    
    
    41Section 12.8. Notice to Trustee
    
    
    41Section 12.9. Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    42Section 12.10. Trustee Not Fiduciary for Holders of Senior Debt
    
    
    42Section 12.11. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustees Rights
    
    
    42Section 12.12. Article Applicable to Paying Agents
    
    
    42
 SCHEDULES
    Company Trustee




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Page 6 of 46  Securities Trust Preferred Securities Common Securities Trust Securities
    
 Definitions
         Act
 Administrative Trustee
 Additional Interest
 Additional Tax Sums
 Additional Taxes




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Page 7 of 46 Affiliate
 Applicable Depository Procedures
 Authenticating Agent
 Bankruptcy Code
 Board of Directors
 Board Resolution
 Business Day
 Calculation Agent
 Capital Disqualification Event provided however
 Common Securities
 Common Stock
 Company Company Company
 Company Request Company Order
 Corporate Trust Office
 Debt




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Page 8 of 46  Defaulted Interest
 Delaware Trustee
 Depositary
 Depository Participant
 Distributions
 Dollar $
 DTC
 Event of Default
 Exchange Act
 Expiration Date
 Extension Period
 Federal Reserve
 GAAP
 Global Security
 Government Obligation




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Page 9 of 46 provided
 Guarantee Agreement
 Holder
 Indenture
 Interest Payment Date
 Investment Company Act
 Investment Company Event
 LIBOR
 LIBOR Business Day
 LIBOR Determination Date
 Maturity,
 Notice of Default
 Office of Thrift Supervision
 Officers Certificate
 Operative Documents
 Opinion of Counsel
 Original Issue Date
 Outstanding




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Page 10 of 46 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; andiii.
    
    Securities that have been paid or in substitution for or in lieu of which other Securities
have been authenticated and delivered pursuant to the provisions of this Indenture, unless
proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal
obligations of the Company;
 provided
 Paying Agent
 Person
 Place of Payment
 Preferred Securities
 Predecessor Security
 Proceeding
 Property Trustee
 Purchase Agreement
 Redemption Date
 Redemption Price
 Reference Banks
 Regular Record Date




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Page 11 of 46 Responsible Officer
 Rights Plan
 Securities Security
 Securities Act
 Securities Register Securities Registrar
 Senior Debt 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 Preferred
Securities provided, however, the Company shall
have received the prior to issuing any such
obligation; and 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 any 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.
 Special Event
 Special Record Date
 Stated Maturity
 Subsidiary voting stock
 Tax Event Administrative Action de minimis
 Trust
 Trust Agreement




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Page 12 of 46 ,
 Trustee Trustee Trustee
 Trust Indenture Act
 Trust Securities
 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;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; andiv.
    
    a statement as to whether, in the opinion of such individual, such condition or covenant has
been complied with.
 Forms of Documents Delivered to Trustee
 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.
 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 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




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Page 13 of 46 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.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.
 Notices, Etc. to Trustee and Company
  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, orb.
    
    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 4360 Chamblee Dunwoody Road, Suite 300, Atlanta, GA 30341 or
at any other address previously furnished in writing to the Trustee by the Company.
 Notice to Holders; Waiver




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Page 14 of 46  Effect of Headings and Table of Contents
  Successors and Assigns
  Separability Clause
  Benefits of Indenture
  Governing Law
 This Indenture and the rights and obligations of each of the Holders, the Company and the Trustee
shall be construed and enforced in accordance with and governed by the laws of the State of New
York without reference to its conflict of laws provisions (other than Section 5-1401 of the General
Obligations Law).
 Submission to Jurisdiction
  Non-Business Days




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Page 15 of 46  
 Form of Security
  Summit Bank Corporation
 Floating Rate Junior Subordinated Note due 2033
 
 Company  provided further
  Extension Period provided




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Page 16 of 46 provided
 pari passu pari passu
     Securities Indenture Trustee




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Page 17 of 46 Trust Agreement Trust
 provided
 provided




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Page 18 of 46  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).
  Summit Bank CorporationBy:
    /s/ Pin Pin ChauName:
    Pin Pin ChauTitle:
    Chief Executive Officer Restricted Legend
  IF THIS SECURITY IS A GLOBAL SECURITY INSERT




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Page 19 of 46  ERISA CODE PLAN
  b.
    
    The above legends shall not be removed from any Security unless there is delivered to the
Company satisfactory evidence, which may include an opinion of counsel, as may be reasonably
required to ensure that any future transfers thereof may be made without restriction under or
violation of the provisions of the Securities Act and other applicable law. Upon provision of
such satisfactory
evidence, the Company shall execute and deliver to the Trustee, and the Trustee shall deliver, at
the written direction of the Company, a Security that does not bear the legend.
 Form of Trustees Certificate of Authentication
    THE BANK OF NEW YORK, as TrusteeBy:
    /s/ Michael PitfickAuthorized officer 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.




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Page 20 of 46 
 Definitive Securities
  
 Payment of Principal and Interest
 a.
    
    The unpaid principal amount of the Securities shall bear interest at the variable rate equal
to LIBOR plus 3.10% per annum until paid or duly provided for, such interest to accrue from
the Original Issue Date or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, and any overdue principal, premium or Additional Tax Sums and
any overdue installment of interest shall bear Additional Interest at the variable rate equal
to LIBOR plus 3.10% per annum 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 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; orii.
    
    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. Interest payments for the Securities shall be computed and
paid on the basis of a 360-day year and the actual number of days elapsed in the relevant
interest period.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




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Page 21 of 46
 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.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.
 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.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 Twelve Million Three Hundred Eighty Thousand Dollars
($12,380,000) 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; andii.
    
    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, its
Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice
Presidents, under its corporate seal reproduced or impressed thereon and attested by its
Secretary or one of its Assistant Secretaries. 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 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.
 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




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Page 22 of 46 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 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 customary practices governing the exercise of the rights of the
Depositary (or its nominee) as Holder of any Security.
 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 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 (g) to issue, register the




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##### 



Page 23 of 46 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 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.
 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.
 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.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.
 9.
    
    Deferrals of Interest Payment Dates.
 a.
    
    So long as no Event of Default 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 the variable rate equal to LIBOR plus 3.10% per annum 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




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Page 24 of 46 (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 the Holders of the Securities and the
Trustee written notice of its election to begin any such Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which interest on the
Securities would be payable but for such deferral or, so long as any Securities are held by
the Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on
which Distributions on the Preferred Securities of such Trust
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.b.
    
    In connection with any such Extension Period, the Company shall be subject to the
restrictions set forth in Section 10.6(a).
 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.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.12.
    
    CUSIP Numbers.
 provided
   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
 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




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Page 25 of 46 B.
    
    will become due and payable at their Stated Maturity within one year of the date of deposit,
orC.
    
    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;
andc.
    
    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.2.
    
    Application of Trust Money.
    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); orb.
    
    default in the payment of the principal of or any premium on any Security at its Maturity; orc.
    
    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;d.
    
    the entry by a court having jurisdiction in the premises of a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law,
or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of sixty (60)
consecutive days; ore.
    
    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




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Page 26 of 46 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.f.
    
    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.
 2.
    
    Acceleration of Maturity; Rescission and Annulment.
 a.
    
    If an Event of Default occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than twenty five percent (25%) in aggregate 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, 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 aggregate
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:
 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, andD.
    
    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.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, orii.
    
    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
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.
 4.
    
    Trustee May File Proofs of Claim.




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Page 27 of 46 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 6.6.5.
    
    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.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: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; andFOURTH: The balance, if any, to the Person or Persons entitled thereto. 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; ande.
    
    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.




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Page 28 of 46 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) or Section 5.1(b), 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.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.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.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.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, andc.
    
    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.
 13.
    
    Waiver of Past Defaults.
 a.
    
    The Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities and 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), orii.
    
    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




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Page 29 of 46 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.
 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 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.15.
    
    Waiver of Usury, Stay or Extension Laws.
    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.2.
    
    Certain Duties and Responsibilities.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; andii.
    
    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.
 a.
    
    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.b.
    
    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.




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Page 30 of 46 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.c.
    
    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; andiii.
    
    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.
 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(c), 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.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 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;




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Page 31 of 46 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 (d) or (e) 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;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; andm.
    
    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.
 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.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; andiii.
    
    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, 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.
    
    To secure the Companys payment obligations in this Section 6.6, the Trustee shall
have a lien prior to the Securities on all money or property held or collected by the Trustee,
other than money or property held in trust to pay principal and interest on particular
Securities. Such lien shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee.c.
    
    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.d.
    
    In no event shall the Trustee be liable for any indirect, special, punitive or consequential
loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if
the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action.e.
    
    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.
 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




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Page 32 of 46 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.
 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.
 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.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.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




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Page 33 of 46 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.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:
    Authenticating Agent
  Authorized Officer
   1.
    
    Company to Furnish Trustee Names and Addresses of Holders.The
Company will furnish or cause to be furnished to the Trustee:
 a.
    
    semiannually, on or before June 30 and December 31 of each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of a date not
more than fifteen (15) days prior to the delivery thereof, andb.
    
    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.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.




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Page 34 of 46 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.
 Reports by Company
     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, 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; andc.
    
    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.
 2.
    
    Successor Company Substituted.
 a.
    
    Upon any consolidation or merger by the Company with or into any other Person, or any
conveyance, transfer or lease by the Company of its properties and assets substantially as an
entirety to any Person in accordance with Section 8.1 and the execution and delivery
to the Trustee of the supplemental indenture described in Section 8.1(a), the
successor entity formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; and in the event of any such
conveyance or transfer, following the execution and delivery of such supplemental indenture,
the Company shall be discharged from all obligations and covenants under the Indenture and the
Securities.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.




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Page 35 of 46 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.
   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; orb.
    
    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; orc.
    
    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; ord.
    
    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.
 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, orii.
    
    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, oriii.
    
    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.
 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




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Page 36 of 46 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.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.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
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.
  Covenants
 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.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 trusts 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.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.




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Page 37 of 46 
 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 calendar 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.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 rate (the Interest
Payment shall be rounded to the nearest cent, with half a cent being rounded upwards) for the
related Interest Payment Date, and will communicate such rate and amount to the Company, the
Trustee, each Paying Agent and the Depositary. The Calculation Agent will also specify to the
Company the quotations upon which the foregoing rates and amounts are based and, in any event,
the Calculation Agent shall notify the Company before 5:00 p.m. (London time) on each LIBOR
Determination Date that either: (i) it has determined or is in the process of determining the
foregoing rates and amounts or (ii) it has not determined and is not in the process of
determining the foregoing rates and amounts, together with its reasons therefor. The
Calculation Agents determination of the foregoing rates and amounts for any Interest Payment
Date will (in the absence of manifest error) be final and binding upon all parties. For the
sole purpose of calculating the interest rate for the Securities, Business Day shall be
defined as any day on which dealings in deposits in Dollars are transacted in the London
interbank market.
 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.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 passuin all respects with or junior in interest
to the Securities (other than (A) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of 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 an 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




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Page 38 of 46 Companys capital stock
pursuant to the conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (D) any declaration of a dividend in connection with any 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 in the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passuwith 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.
 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.8.
    
    Treatment of Securities.
 The Company will treat the Securities as indebtedness, and the amounts, other than payments of
principal, payable in respect of the principal amount of such Securities as interest, for all U.S.
federal income tax purposes. All payments in respect of the Securities will be made free and clear
of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue
Service Form W-8BEN (or any substitute or successor form) establishing its non-U.S. status for U.S.
federal income tax purposes.
  Redemption of Securities
 1.
    
    Optional Redemption.The Company may, at its option, on any Interest Payment Date, on or after September 30, 2008,
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.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 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;
provided, that the Company shall have received the prior approval of the Federal Reserve with
respect to such redemption if then required.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




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Page 39 of 46 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.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 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.
 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;
andv.
    
    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.
 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.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




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Page 40 of 46 Security.
  Subordination
of Securities
 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.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 (d) or (e)
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 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.
 3.
    
    Payment Permitted If No Default.




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Page 41 of 46 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 12.8.4.
    
    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.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.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.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.
 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




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Page 42 of 46 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 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.
 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.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.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.12.
    
    Article Applicable to Paying Agents.
 Trustee provided




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Page 43 of 46 By:
    /s/ Pin Pin ChauName: Pin Pin ChauTitle:  Chief Executive OfficerThe Bank of New York, not in itsindividual capacity, but solely as Trustee By:
    /s/ Michael PitfickName: Michael PitfickTitle:   Asst. Vice President DETERMINATION OF LIBOR
 LIBOR
 LIBOR Determination Date
 provided
 Reference Banks LIBOR Business Day
 Officers Certificate




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##### 



Page 44 of 46 Tier 1 Risk Weighted Assets
    
    
    
    
    
    
    %Ratio of Double Leverage
    
    
    
    
    
    
    %Non-Performing Assets to Loans and OREO
    
    
    
    
    
    
    %Tangible Common Equity as a Percentage of Tangible Assets
    
    
    
    
    
    
    %Ratio of Reserves to Non-Performing Loans
    
    
    
    
    
    
    %Ratio of Net Charge-Offs to Loans
    
    
    
    
    
    
    %Return on Average Assets (annualized)
    
    
    
    
    
    
    %Net Interest Margin (annualized)
    
    
    
    
    
    
    %Efficiency Ratio
    
    
    
    
    
    
    %Ratio of Loans to Assets
    
    
    
    
    
    
    %Ratio of Loans to Deposits
    
    
    
    
    
    
    %Double Leverage (exclude trust preferred as equity)
    
    
    
    
    
    
    %Total Assets
    
    $Year to Date Income
    
    $
 
 
    
    A table describing the quarterly report calculation procedures is provided on page ___ FOR FISCAL YEAR END
 FOR FISCAL QUARTER END
   
Name:
Title:      Financial Definitions
 BANK HOLDING COMPANY




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Page 45 of 46

Corresponding FRY-9C or LP Line Items with Line ItemReport 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.




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Page 46 of 46

Financial Definitions


THRIFT HOLDING COMPANY


Report Item
    
    Corresponding TFR
    
    Description of CalculationTier I Risk Weighted Assets -
    
    Schedule CCR  Consolidated Capital Requirement
    
    Tier 1 Risk Ratio: Core Capital (Tier 1)/Risk-adjusted assetsCCR 830Ratio of Double Leverage
    
    Not applicable
    
    Not applicableNon-performing assets to loans and OREO
    
    Schedule PD  Consolidated Past Due and Nonaccrual
    
    Total Non-performing assets (NPLs
+ Foreclosed Real Estate+Other Non-accrual & Repossessed assets+Foreclosed Real Estate)Schedule SC  Consolidated Statement of ConditionPD30/(SC23+SC30+SC34+SC40)Tangible Common Equity as a Percentage of Total Assets
    
    Schedule CCR
    
    (Equity Capital-Goodwill) / (Total
assets - Goodwill)CCR 840Ratio 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
    
    Net charge offs for the period as a percentage of average loans(VA155-VA135)/(SC23+SC30+SC34)Return on Assets (annualized)
    
    Schedule SO  Consolidated Statements of Operations
    
    Net income as a percentage of assetsSO91/SC60Net 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
    
    The sum of total assets.Net Income
    
    SC60
Schedule SO
    
    The sum of income (loss).SO91