Exhibit 10.12


    

       

      HEARTLAND
        FINANCIAL USA, INC.,

       

      as
        Issuer

       

      INDENTURE

       

      Dated
        as
        of March 17, 2004

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

       

      as
        Trustee

       

      FLOATING
        RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

       

       

      DUE
        2034

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

       

      
         

        TABLE
          OF CONTENTS

                             Page

        


        ARTICLE
          I.
          DEFINITIONS..............................................................................................................................................................................................................................................................    1

        Section
          1.1. Definitions...................................................................................................................................................................................................................................................    
          1

         

        ARTICLE
          II.
          DEBENTURES...........................................................................................................................................................................................................................................................    
8

         

      

      


       


      Section
        2.1. 

      Section
        2.2. 

      Section
        2.3. 

      Section
        2.4. 

      Section
        2.5. 

      Section
        2.6. 

      Section
        2.7. 

      Section
        2.8. 

      Section
        2.9. 

      Section
        2.10. 

      Section
        2.11. 

      Section
        2.12.

       

      Authentication
        and Dating                                                                     8 
        

      Form
        of
        Trustee's Certificate of Authentication                                                              8

      Form
        and
        Denomination of Debentures                                                                                     
9

      Execution
        of Debentures                                                                                                  
        9

      Exchange
        and Registration of Transfer of Debentures                                                                                
        9

      Mutilated,
        Destroyed, Lost or Stolen Debentures                                                                              
        11

      Temporary
        Debentures                                                                                        
12

      Payment
        of Interest and Additional Interest                                                                                
        12

      Cancellation
        of Debentures Paid, etc                                                                                     
        13

      Computation
        of Interest                                                                           14

      Extension
        of Interest Payment Period                                                                                     
        15

      CUSIP
        Numbers                                                                                               16

      
ARTICLE
        III. PARTICULAR COVENANTS OF THE COMPANY                                                                  16

       

      Section
        3.1. Payment
        of Principal, Premium and Interest; Agreed Treatment of the Debentures                               16

      Section
        3.2. Offices
        for Notices and Payments, etc                                                                            17

      Section
        3.3. Appointments
        to Fill Vacancies in Trustee's Office                                                                    17

      Section
        3.4. Provision
        as to Paying Agent                                                                                17

      Section
        3.5. Certificate
        to Trustee                                                                                     18

      Section
        3.6. Additional
        Sums                                                                                        18

      Section
        3.7. Compliance
        with Consolidation Provisions                                                                         19

      Section
        3.8. Limitation
        on Dividends                                                                                  
19

      Section
        3.9. Covenants
        as to the Trust                                                                                  19

      Section
        3.10. Additional
        Junior Indebtedness                                                                              
20

      


      ARTICLE
        IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
        TRUSTEE                                             20

       

      Section
        4.1. Securityholders'
        Lists                                                                                  
        20

      Section
        4.2. Preservation
        and Disclosure of Lists                                                                                      
        20

      


      ARTICLE
        V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
        DEFAULT                                                         
        21

       

      Section
        5.1.                               
Events
        of
        Default                                                                                 
        21

      Section
        5.2.                               
Payment
        of Debentures on Default; Suit Therefor                                                          
23

      Section
        5.3.                               
Application
        of Moneys Collected by Trustee                                                                         
        24

      Section
        5.4.                               
Proceedings
        by Securityholders                                                                         
        24

      Section
        5.5.         Proceedings
        by Trustee                                                                               
        25

      Section
        5.6.         Remedies
        Cumulative and Continuing; Delay or Omission Not a Waiver                                                   
        25

       

      
        	
                Section
                  5.7.

              	
                Direction
                  of Proceedings and Waiver
                  of Defaults by Majority of Securityholders
                  

              	
                25

              
	
                Section
                  5.8.

              	
                Notice
                  of Defaults 

              	
                26

              
	
                Section
                  5.9.

              	
                Undertaking
                  to Pay Costs 

              	
                26

              


      

       

      ARTICLE
        VI. CONCERNING THE TRUSTEE                                                                                               
        26

       

      
        	
                Section
                  6.1.

              	
                Duties
                  and Responsibilities of Trustee

              	
                26

              
	
                Section
                  6.2.

              	
                Reliance
                  on Documents, Opinions, etc

              	
                27

              
	
                Section
                  6.3.

              	
                No
                  Responsibility for Recitals, etc 

              	
                28

              
	
                Section
                  6.4.

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

              	
                28

              
	
                Section
                  6.5.

              	
                Moneys
                  to be Held in Trust

              	
                28

              
	
                Section
                  6.6.

              	
                Compensation
                  and Expenses of Trustee

              	
                29

              
	
                Section
                  6.7.

              	
                Officers'
                  Certificate as Evidence

              	
                29

              
	
                Section
                  6.8.

              	
                Eligibility
                  of Trustee 

              	
                29

              
	
                Section
                  6.9.

              	
                Resignation
                  or Removal of Trustee 

              	
                30

              
	
                Section
                  6.10.

              	
                Acceptance
                  by Successor Trustee 

              	
                31

              
	
                Section
                  6.11.

              	
                Succession
                  by Merger, etc 

              	
                32

              
	
                Section
                  6.12.

              	
                Authenticating
                  Agents 

              	
                32

              


      

       

      ARTICLE
        VII. CONCERNING THE SECURITYHOLDERS                                                                          
33

       

      
        	
                Section
                  7.1.

              	
                Action
                  by Securityholders

              	
                33

              
	
                Section
                  7.2.

              	
                Proof
                  of Execution by Securityholders

              	
                33

              
	
                Section
                  7.3.

              	
                Who
                  Are Deemed Absolute Owners 

              	
                33

              
	
                Section
                  7.4.

              	
                Debentures
                  Owned by Company Deemed Not Outstanding

              	
                34

              
	
                Section
                  7.5.

              	
                Revocation
                  of Consents; Future Holders Bound

              	
                34

              


      

       

      ARTICLE
        VIII. SECURITYHOLDERS' MEETINGS                                                                              
34

       

      
        	
                Section
                  8.1.

              	
                Purposes
                  of Meetings 

              	
                34

              
	
                Section
                  8.2.

              	
                Call
                  of Meetings by Trustee

              	
                35

              
	
                Section
                  8.3.

              	
                Call
                  of Meetings by Company or Securityholders

              	
                35

              
	
                Section
                  8.4.

              	
                Qualifications
                  for Voting

              	
                35

              
	
                Section
                  8.5.

              	
                Regulations

              	
                35

              
	
                Section
                  8.6.

              	
                Voting
                  

              	
                36

              
	
                Section
                  8.7.

              	
                Quorum;
                  Actions

              	
                36

              


      

       

      ARTICLE
        IX. SUPPLEMENTAL INDENTURES                                                                                  
        37

       

      
        	
                Section
                  9.1.

              	
                Supplemental
                  Indentures without Consent of Securityholders

              	
                37

              
	
                Section
                  9.2.

              	
                Supplemental
                  Indentures with Consent of Securityholders 

              	
                38

              
	
                Section
                  9.3.

              	
                Effect
                  of Supplemental Indentures

              	
                39

              
	
                Section
                  9.4.

                Section
                  9.5.

              	
                Notation
                  on Debentures

                Evidence
                  of Compliance of Supplemental Indenture to be Furnished to
                  Trustee

              	
                39

                39

              


      

       

      ARTICLE
        X. REDEMPTION OF SECURITIES                                                                                      
        39

       

      
        	
                Section
                  10.1.

              	
                Optional
                  Redemption

              	
                39

              
	
                Section
                  10.2.

              	
                Special
                  Event Redemption

              	
                39

              
	
                Section
                  10.3.

              	
                Notice
                  of Redemption; Selection of Debentures 

              	
                39

              
	
                Section
                  10.4.

              	
                Payment
                  of Debentures Called for Redemption

              	
                40

              


      

      


       

      
        	
                Section
                  11.1.

              	
                Company
                  May Consolidate, etc., on Certain Terms 

              	
                40

              
	
                Section
                  11.2.

              	
                Successor
                  Entity to be Substituted 

              	
                41

              
	
                Section
                  11.3.

              	
                Opinion
                  of Counsel to be Given to Trustee 

              	
                41

              


      

       

      ARTICLE
        XII. SATISFACTION AND DISCHARGE OF INDENTURE                                                                    
        41

       

      
        	
                Section
                  12.1.

              	
                Discharge
                  of Indenture 

              	
                41

              
	
                Section
                  12.2.

              	
                Deposited
                  Moneys to be Held in Trust by Trustee 

              	
                42

              
	
                Section
                  12.3.

              	
                Paying
                  Agent to Repay Moneys Held

              	
                42

              
	
                Section
                  12.4.

              	
                Return
                  of Unclaimed Moneys

              	
                42

              


      

       

      ARTICLE
        XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS                                                         
        42

       

      Section
        13.1. Indenture
        and Debentures Solely Corporate Obligations                                                                           
        42

      


      ARTICLE
        XIV. MISCELLANEOUS PROVISIONS                                                                               
        43

       

      
        	
                Section
                  14.1.

              	
                Successors

              	
                43

              
	
                Section
                  14.2.

              	
                Official
                  Acts by Successor Entity 

              	
                43

              
	
                Section
                  14.3.

              	
                Surrender
                  of Company Powers

              	
                43

              
	
                Section
                  14.4.

              	
                Addresses
                  for Notices, etc 

              	
                43

              
	
                Section
                  14.5.

              	
                Governing
                  Law

              	
                43

              
	
                Section
                  14.6.

              	
                Evidence
                  of Compliance with Conditions Precedent

              	
                43

              
	
                Section
                  14.7.

              	
                Table
                  of Contents, Headings, etc

              	
                44

              
	
                Section
                  14.8.

              	
                Execution
                  in Counterparts

              	
                44

              
	
                Section
                  14.9.

              	
                Separability

              	
                44

              
	
                Section
                  14.10.

              	
                Assignment

              	
                44

              
	
                Section
                  14.11.

              	
                Acknowledgment
                  of Rights

              	
                44

              


      

       

      ARTICLE
        XV. SUBORDINATION OF DEBENTURES 44

       

      
        	
                Section
                  15.1.

              	
                Agreement
                  to Subordinate 

              	
                44

              
	
                Section
                  15.2.

              	
                Default
                  on Senior Indebtedness

              	
                45

              
	
                Section
                  15.3.

              	
                Liquidation,
                  Dissolution, Bankruptcy

              	
                45

              
	
                Section
                  15.4.

              	
                Subrogation

              	
                46

              
	
                Section
                  15.5.

              	
                Trustee
                  to Effectuate Subordination

              	
                47

              
	
                Section
                  15.6.

              	
                Notice
                  by the Company

              	
                47

              
	
                Section
                  15.7.

              	
                Rights
                  of the Trustee; Holders of Senior Indebtedness 

              	
                48

              
	
                Section
                  15.8.

              	
                Subordination
                  May Not Be Impaired 

              	
                48

              


      

       

      Exhibit
        A Form
        of
        Floating Rate Junior Subordinated Deferrable Interest Debenture iii

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

         

        THIS
          INDENTURE, dated as of March 17, 2004, between Heartland Financial USA,
          Inc., a
          Delaware corporation (the "Company"),
          and U.S.
          Bank National Association, a national banking association organized under
          the
          laws of the United States of America, as debenture trustee (the "Trustee").

        


        WITNESSETH:

        


        WHEREAS,
          for its lawful corporate purposes, the Company has duly authorized the
          issuance
          of its Floating Rate Junior Subordinated Deferrable Interest Debentures
          due 2034
          (the `Debentures")
          under
          this Indenture to provide, among other things, for the execution and
          authentication, delivery and administration thereof, and the Company has
          duly
          authorized the execution of this Indenture; and

        


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

         

        NOW,
          THEREFORE, This Indenture Witnesseth:

        


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

        


        ARTICLE
          I. DEFINITIONS

         

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

        


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

         

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


         

        "Additional
          Sums"
          has the
          meaning set forth in Section 3.6.

        


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

        


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

         

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

         

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

         

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

         

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

        


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

        


        "Capital
          Securities Guarantee"
          means
          the guarantee agreement that the Company enters into with
          U.S.
          Bank National Association, as guarantee trustee, or other Persons that
          operates
          directly or indirectly for the benefit of holders of Capital Securities
          of the
          Trust.

        


        "Capital
          Treatment Event"
          means
          the receipt by the Company and the Trust of an opinion of counsel experienced
          in
          such matters to the effect that, as a result of the occurrence of any amendment
          to, or change (including any announced prospective change) in, the laws,
          rules
          or regulations of the United States or any political subdivision thereof
          or
          therein, or as the result of any official or administrative pronouncement
          or
          action or decision interpreting or applying such laws, rules or regulations,
          which amendment or change is effective or which pronouncement, actio n
          or
          decision is announced on or after the date of original issuance of the
          Debentures, there is more than an insubstantial risk that the Company will
          not,
          within 90 days of the date of such opinion, be entitled to treat an amount
          equal
          to the aggregate liquidation amount of the Capital Securities as "Tier
          I
          Capital" (or its then equivalent) for purposes of the capital adequacy
          guidelines of the Federal Reserve, as then in effect and applicable to
          the
          Company (or if the Company is not a bank holding company, such guidelines
          applied to the Company as if the Company were subject to such guidelines);
          provided, however,
          that the
          inability of the Company to treat all or any portion of the liquidation
          amount
          of the Capital Securities as Tier 1 Capital shall not constitute the basis
          for a
          Capital Treatment Event, if such inability results from the Company having
          cumulative preferred stock, minority interests in consolidated subsidiaries,
          or
          any other class of security or interest which the Federal Reserve or OTS,
          as
          applicable, may now or hereafter accord Tier 1 Capital treatment in excess
          of
          the amount which may now or hereafter qualify for treatment as Tier 1 Capital
          under applicable capital adequacy guidelines; provided further, however,
          that the
          distribution of Debentures in connection with the liquidation of the Trust
          shall
          not in and of itself constitute a Capital Treatment Event unless such
          liquidation shall have occurred in connection with a Tax Event or an Investment
          Company Event.

         

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

         

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

        


        "Company"
          means
          Heartland Financial USA, Inc., a Delaware corporation, and, subject to
          the
          provisions of Article XI, shall include its successors and assigns.

        


        "Coupon
          Rate"
          has the
          meaning set forth in Section 2.8.

         

        "Debenture"
          or "Debentures"
          has the
          meaning stated in the first recital of this Indenture. "Debenture
          Register"
          has the
          meaning specified in Section 2.5.

         

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

        


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

         

        "Defaulted
          Interest"
          has the
          meaning set forth in Section 2.8.

        


        "Distribution
          Period"
          means
          (i) with respect to interest paid on the first Interest Payment Date, the
          period
          beginning on (and including) the date of original issuance and ending on
          (but
          excluding) the Interest Payment Date in June 2004 and (ii) thereafter,
          with
          respect to interest paid on each successive Interest Payment Date, the
          period
          beginning on (and including) the preceding Interest Payment Date and ending
          on
          (but excluding) such current Interest Payment Date.

        


        "Determination
          Date"
          has the
          meaning set forth in Section 2.10.

         

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

        


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

         

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

         

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

        


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

        


        "Interest
          Payment Date"
          means
          March 17, June 17, September 17 and December 17 of each year during the
          term of
          this Indenture, or if such day is not a Business Day, then the next succeeding
          Business Day, commencing in June 2004.

         

        "Interest
          Rate"
          means
          for the Distribution Period beginning on (and including) the date of original
          issuance and ending on (but excluding) the Interest Payment Date in June
          2004
          the rate per annum
          of
          3.86%, and for each Distribution Period beginning on or after the Interest
          Payment Date in June
          2004,
          the Coupon Rate for such Distribution Period.

         

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

        


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

        
 

        "Maturity
          Date"
          means
          March 17, 2034.

        


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

        


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

        


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

         

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

        


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

         

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

        


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

         

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

        


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

         

        "Principal
          Office of the Trustee,"
          or other
          similar term, means the office of the Trustee, at which at any particular
          time
          its corporate trust business shall be principally administered, which at
          the
          time of the execution of this Indenture shall be 225 Asylum Street, Goodwin
          Square, Hartford, Connecticut 06103.

        


        "Redemption
          Date"
          has the
          meaning set forth in Section 10.1.

        


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

        


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

        


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

        


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

        


        "Senior
          Indebtedness"
          means,
          with respect to the Company, (i) the principal, premium, if any, and interest
          in
          respect of (A) indebtedness of the Company for money borrowed and (B)
          indebtedness evidenced by securities, debentures, notes, bonds or other
          similar
          instruments issued by the Company; (ii) all capital lease obligations of
          the
          Company; (iii) all obligations of the Company issued or assumed as the
          deferred
          purchase price of property, all conditional sale obligations of the Company
          and
          all obligations of the Company under any title retention agreement; (iv)
          all
          obligations of the Company for the reimbursement of any letter of credit,
          any
          banker's acceptance, any security purchase facility, any repurchase agreement
          or
          similar arrangement, any interest rate swap, any other hedging arrangement,
          any
          obligation under options or any similar credit or other transaction; (v)
          all
          obligations of the type referred to in clauses (i) through (iv) above of
          other
          Persons for the payment of which the Company is responsible or liable as
          obligor, guarantor or otherwise; and (vi) all obligations of the type referred
          to in clauses (i) through (v) above of other Persons secured by any lien
          on any
          property or asset of the Company (whether or not such obligation is assumed
          by
          the Company), whether incurred on or prior to the date of this Indenture
          or
          thereafter incurred. Notwithstanding the foregoing, "Senior Indebtedness"
          shall
          not include (1) any Additional Junior Indebtedness, (2) Debentures issued
          pursuant to this Indenture and guarantees in respect of such Debentures,
          (3)
          trade accounts payable of the Company arising in the ordinary course of
          business
          such trade accounts payable being parr
          passe in
          right
          of payment to the Debentures), or (4)obligations
          with respect to which (a) in the instrument creating or evidencing the
          same or
          pursuant to which the same is outstanding, it is provided that such obligations
          are part
          passe, junior
          or
          otherwise not superior in right of payment to the Debentures and (b) the
          Company, prior to the issuance thereof, has notified (and, if then required
          under the applicable guidelines of the regulating entity, has received
          approval
          from) the Federal Reserve (if the Company is a bank holding company) or
          the OTS
          (if the Company is a savings and loan holding company). Senior Indebtedness
          shall continue to be Senior Indebtedness and be entitled to the subordination
          provisions irrespective of any amendment, modification or waiver of any
          term of
          such Senior Indebtedness.

        


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

         

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

        


        "Special
          Redemption Price"
          means
          the price set forth in the following table for any Special Redemption Date
          that
          occurs on the date indicated below (or if such day is not a Business Day,
          then
          the next succeeding Business Day), expressed as the percentage of the principal
          amount of the Debentures being redeemed:

         

        
          	
                  Month
                    in which Special

                	
                  Special
                    Redemption Price

                
	
                  Redemption
                    Date Occurs

                	 
	 
	
                  June
                    2004

                   

                	
                  104.625%

                   

                
	
                  September
                    2004

                   

                	
                  104.300%

                   

                
	
                  December
                    2004

                   

                	
                  104.000%

                   

                
	
                  March
                    2005

                   

                	
                  103.650%

                   

                
	
                  June
                    2005

                   

                	
                  103.350%

                   

                
	
                  September
                    2005

                   

                	
                  103.000%

                   

                
	
                  December
                    2005

                   

                	
                  102.700%

                   

                
	
                  March
                    2006

                   

                	
                  102.350%

                   

                
	
                  June
                    2006

                   

                	
                  102.050%

                   

                
	
                  September
                    2006

                   

                	
                  101.700%

                   

                
	
                  December
                    2006

                   

                	
                  101.400%

                   

                
	
                  March
                    2007

                   

                	
                  101.050%

                   

                
	
                  June
                    2007

                   

                	
                  100.750%

                   

                
	
                  September
                    2007

                   

                	
                  100.450%

                   

                
	
                  December
                    2007

                   

                	
                  100.200%

                   

                
	
                   March
                    2008 and thereafter 

                   

                	
                  100.000%

                


        

        


        
        

        plus,
          in
          each case, accrued and unpaid interest (including any Additional Interest)
          on
          such Debentures to the Special Redemption Date.

        


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

        


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

        


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

         

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

        


        "Trust"
          shall
          mean Heartland Financial Statutory Trust IV, a Connecticut statutory trust,
          or
          any other similar trust created for the purpose of issuing Capital Securities
          in
          connection with the issuance of Debentures under this Indenture, of which
          the
          Company is the sponsor.

        


        "Trust
          Securities"
          means
          Common Securities and Capital Securities of the Trust.

        


        "Trustee"
          means
          U.S. Bank National Association, and, subject to the provisions of Article
          VI
          hereof, shall also include its successors and assigns as Trustee
          hereunder.

        


         

        ARTICLE
          II. DEBENTURES

         

        Section
          2.1. Authentication
          and Dating. Upon
          the
          execution and delivery of this Indenture, or from time to time thereafter,
          Debentures in an aggregate principal amount not in excess of $25,774,000.00
          may
          be executed and delivered by the Company to the Trustee for authentication,
          and
          the Trustee shall thereupon authenticate and make available for delivery
          said
          Debentures to or upon the written
          order of the Company, signed by its Chairman of the Board of Directors,
          Chief
          Executive Officer,
          Vice
          Chairman, the President, one of its Managing Directors or one of its Vice
          Presidents without any further action by the Company hereunder. In
          authenticating such Debentures, and accepting the additional
          responsibilities under this Indenture in relation to such Debentures, the
          Trustee shall be entitled
          to
          receive, and (subject to Section 6.1) shall be fully protected in relying
          upon:

        


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

         

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

        


        (1)  that
          such
          Debentures, when authenticated and delivered by the Trustee and issued
          by the
          Company in each case in the manner and subject to any conditions specified
          in such Opinion of Counsel, will constitute valid and legally binding
          obligations
          of the
          Company, subject to or limited by applicable bankruptcy, insolvency,
          reorganization, conservatorship, receivership, moratorium and other statutory
          or
          decisional laws relating to or affecting creditors' rights or the reorganization
          of financial institutions (including, without limitation, preference and
          fraudulent conveyance or transfer
          laws), heretofore or hereafter enacted or in effect, affecting the rights
          of
          creditors
          generally; and

         

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

         

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

         

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

        


        Section
          2.2.Form
          of Trustee's Certificate of Authentication. The
          Trustee's certificate of

        authentication
          on all Debentures shall be in substantially the following form:

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

         

        U.S.
          BANK
          NATIONAL ASSOCIATION, as Trustee

        


        By 
          Authorized Signer

        


        


        



         

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

         

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

        


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

        


        Every
          Debenture shall be dated the date of its authentication.

        


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

         

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

         

        Trustee
          or by any agent of the Company appointed pursuant to Section 3.2, and delivery
          of such Debenture, shall be deemed to complete the registration or registration
          of transfer of such Debenture.

         

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

         

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

        


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

         

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

         

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

        


        THIS
          SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS
          AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
          APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
          PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
          ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
          OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
          THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
          SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES
          TO
          OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A)
          TO
          THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
          DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
          BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
          MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY
          IS
          ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE
          144A,

        (D)  TO
          A
          NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
          903
          OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES
          ACT,

        (E)  TO
          AN
          INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
          (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
          SECURITY
          FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
          INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
          OR SALE
          IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
          OR (F)
          PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
          OF
          TILE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER,
          SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
          AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE,
          A
          COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

         

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

        


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

        


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

        


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

         

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

         

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

        


        Section
          2.7.
          Temporary
          Debentures. Pending
          the preparation of definitive Debentures, the Company may execute and the
          Trustee shall authenticate and make available for delivery temporary Debentures
          that are typed, printed or lithographed. Temporary Debentures shall be
          issuable
          in any authorized denomination, and substantially in the form of the definitive
          Debentures in lieu of which they are issued but with such omissions, insertions
          and variations as may be appropriate for temporary Debentures, all as may
          be
          determined by the Company. Every such temporary Debenture shall be executed
          by
          the Company and be authenticated by the Trustee upon the same conditions
          and in
          substantially the same manner, and with the same effect, as the definitive
          Debentures. Without unreasonable delay the Company will execute and deliver
          to
          the Trustee or the Authenticating Agent definitive Debentures and thereupon
          any
          or all temporary Debentures may be surrendered in exchange therefor, at
          the
          principal corporate trust office of the Trustee or at any office or agency
          maintained by the Company for such purpose as provided in Section 3.2,
          and the
          Trustee or the Authenticating Agent shall authenticate and make available
          for
          delivery in exchange for such temporary Debentures a like aggregate principal
          amount of such definitive Debentures. Such exchange shall be made by the
          Company
          at its own expense
          and without any charge therefor except that in case of any such exchange
          involving a registration
          of
          transfer the Company may require payment of a sum sufficient to cover any
          tax,
          fee or other governmental charge that may be imposed in relation thereto.
          Until
          so exchanged, the temporary Debentures shall in all respects be entitled
          to the
          same benefits under this Indenture as definitive Debentures authenticated
          and
          delivered hereunder.

        


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

        


        Each
          Debenture shall bear interest for the period beginning on (and including)
          the
          date of original
          issuance
          and ending on (but excluding) the Interest Payment Date in June 2004 at
          a rate
          per annum of 3.86%, and shall bear interest for each successive Distribution
          Period beginning on or after the Interest Payment Date in June 2004 at
          a rate
          per annum equal to the 3-Month LIBOR, determined as described in Section
          2.10, plus 2.75% (the "Coupon
          Rate"),
          applied
          to the principal amount thereof, until the principal
          thereof
          becomes due and payable, and on any overdue principal and to the extent
          that
          payment of such interest is enforceable under applicable law (without
          duplication) on any overdue installment of interest (including Additional
          Interest) at the Interest Rate in effect for each applicable period compounded
          quarterly. Interest shall be payable (subject to any relevant Extension
          Period)
          quarterly in arrears on each Interest
          Payment Date with the first installment of interest to be paid on the Interest
          Payment Date in June 2004.

        


        Any
          interest on any Debenture, including Additional Interest, that is payable,
          but
          is not punctually paid or duly provided for, on any Interest Payment Date
          (herein called `Defaulted
          Interest")
          shall
          forthwith cease to be payable to the registered holder on the relevant
          regular
          record date by virtue of having been such holder; and such Defaulted Interest
          shall be paid by the Company to the Persons in whose names such Debentures
          (or
          their respective Predecessor Securities) are registered at the close of
          business
          on a special record date for the payment of such Defaulted Interest, which
          shall
          be fixed in the following manner: the Company shall notify the Trustee
          in
          writing at least 25 days prior to the date of the proposed payment of the
          amount
          of Defaulted Interest proposed to be paid on each such Debenture and the
          date of
          the proposed payment, and at the same time the Company shall deposit with
          the
          Trustee an amount of money equal to the aggregate amount proposed to be
          paid in
          respect of such Defaulted Interest or shall make arrangements satisfactory
          to
          the Trustee for such deposit prior to the date of the proposed payment,
          such
          money when deposited to be held in trust for the benefit of the Persons
          entitled
          to such Defaulted Interest as in this clause provided. Thereupon the Trustee
          shall fix a special record date for the payment of such Defaulted Interest
          which
          shall not be more than 15 nor less than 10 days prior to the date of the
          proposed payment and not less than 10 days after the receipt by the Trustee
          of
          the notice of the proposed payment. The Trustee shall promptly notify the
          Company of such special record date and, in the name and at the expense
          of the
          Company, shall cause notice of the proposed payment of such Defaulted Interest
          and the special record date therefor to be mailed, first class postage
          prepaid,
          to each Securityholder at its address as it appears in the Debenture Register,
          not less than 10 days prior to such special record date. Notice of the
          proposed
          payment of such Defaulted Interest and the special record date therefor
          having
          been mailed as aforesaid, such Defaulted Interest shall be paid to the
          Persons
          in whose names such Debentures (or their respective Predecessor Securities)
          are
          registered on such special record date and shall be no longer
          payable.

        


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

         

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

         

        The
          term
          "regular record date" as used in this Section shall mean the close of business
          on the 15`x'
          calendar
          day next preceding the applicable Interest Payment Date.

        


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

         

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

         

            Section
          2.10.
Computation
          of Interest The
          amount of interest payable for each Distribution Period will be calculated
          by
          applying the Interest Rate to the principal amount outstanding at the
          commencement of the Distribution Period on the basis of the actual number
          of
          days in the Distribution Period concerned divided by 360. All percentages
          resulting from any calculations on the Debentures will be rounded, if necessary,
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
          .09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts
          used
          in or resulting from such calculation will be rounded to the nearest cent
          (with
          one-half cent being rounded upward)).

        


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

        


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

        


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

        


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

        


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

        


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

         

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

         

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

         

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

        


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

         

        Section
          2.11. Extension
          of Interest Payment Period. So
          long
          as no Event of Default has occurred and is continuing, the Company shall
          have
          the right, from time to time, and without causing an Event of Default,
          to defer
          payments of interest on the Debentures by extending the interest payment
          period
          on the Debentures at any time and from time to time during the term of
          the
          Debentures, for up to 20 consecutive quarterly periods (each such extended
          interest payment period, an 'Extens
          ion Period"),
          during
          which Extension Period no interest (including Additional Interest) shall
          be due
          and payable (except any Additional Sums that may be due and payable). No
          Extension Period may end on a date other than an Interest Payment Date.
          During
          an Extension Period, interest will continue to accrue on the Debentures,
          and interest on such accrued interest will accrue at an annual rate equal
          to the
          Interest Rate in
          effect
          for such Extension Period, compounded quarterly from the date such interest
          would have been payable were it not for the Extension Period, to the extent
          permitted by law (such interest referred to herein as "Additional
          Interest").
          At the
          end of any such Extension Period the Company shall pay all interest then
          accrued
          and unpaid on the Debentures (together with Additional Interest thereon);
          provided, however,
          that no
          Extension Period may extend beyond the Maturity Date; provided further, however,
          that
          during any such Extension Period, the Company shall not and shall not permit
          any
          Affiliate to (i) declare or pay any dividends or distributions on, or redeem,
          purchase, acquire, or make a liquidation payment with respect to, any of
          the
          Company's or such Affiliate's capital stock (other than payments of dividends
          or
          distributions to the Company) or make any guarantee payments with respect
          to the
          foregoing or (ii) make any payment of principal of or interest or premium,
          if
          any, on or repay, repurchase or redeem any debt securities of the Company
          or any
          Affiliate that rank pari
          passe in
          all
          respects with or junior in interest to the Debentures (other than, with
          respect
          to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions
          of shares of capital stock of the Company in connection with any employment
          contract, benefit plan or other similar arrangement with or for the benefit
          of
          one or more employees, officers, directors or consultants, in connection
          with a
          dividend reinvestment or stockholder stock purchase plan or in connection
          with
          the issuance of capital stock of the Company (or securities convertible
          into or
          exercisable for such capital stock) as consideration in an acquisition
          transaction entered into prior to the applicable Extension Period, (b)
          as a
          result of any exchange or conversion of any class or series of the Company's
          capital stock (or any capital stock of a subsidiary of the Company) for
          any
          class or series of the Company's capital stock or of any class or series
          of the
          Company's indebtedness for any class or series of the Company's capital
          stock,
          (c) the purchase of fractional interests in shares of the Company's capital
          stock pursuant to the conversion or exchange provisions of such capital
          stock or
          the security being converted or exchanged, (d) any declaration of a dividend
          in
          connection with any stockholders' rights plan, or the issuance of rights,
          stock
          or other property under any stockholders' rights plan,
          or
          the redemption or repurchase of rights pursuant thereto, (e) any dividend
          in the
          form of stock, warrants, options or other rights where the dividend stock
          or the
          stock issuable upon exercise of such warrants, options or other rights
          is the
          same stock as that on which the dividend is being paid or ranks pari
          passu with
          or
          junior to such stock and any cash payments in lieu of fractional shares
          issued
          in connection therewith, or (f) payments under the Capital Securities
          Guarantee). Prior to the termination of any Extension Period, the Company
          may
          further extend such period, provided that such period together with all
          such
          previous and further consecutive extensions thereof shall not exceed 20
          consecutive quarterly periods, or extend beyond the Maturity Date. Upon
          the
          termination of any Extension Period and upon the payment of all accrued
          and
          unpaid interest and Additional Interest, the Company may commence a new
          Extension Period, subject to the foregoing requirements. No interest or
          Additional Interest shall be due and payable during an Extension Period,
          except
          at the end thereof, but each installment of interest that would otherwise
          have
          been due and payable during such Extension Period shall bear Additional
          Interest
          to the extent permitted by applicable law. The Company must give the Trustee
          notice of its election to begin or extend an Extension Period at least
          5
          Business Days prior to the regular record date (as such term is used in
          Section
          2.8) immediately preceding the Interest Payment Date with respect to which
          interest on the Debentures would have been payable except for the election
          to
          begin or extend such Extension Period. The Trustee shall give notice of
          the
          Company's election to begin a new Extension Period to the
          Securityholders.

         

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

        


        ARTICLE
          III.

        PARTICULAR
          COVENANTS
          OF
          THE
          COMPANY

         

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

         

        Debentures.

         

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

        


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

        


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

        


        (d)  As
          of the
          date of this Indenture, the Company believes that the likelihood that t
          would
          exercise its right under Section 2.11 to defer payments of interest on
          the
          Debentures by commencing an Extension Period at any time during which the
          Debentures are outstanding is remote because of the restrictions that would
          be
          imposed on the Company's ability to declare or pay dividends or distributions
          on, or to redeem, purchase or make a liquidation payment with respect to,
          any of
          its outstanding equity and on the Company's ability to make any payments
          of
          principal of or interest on, or repurchase or redeem, any of its debt securities
          that rank pari
          passu in
          all
          respects with (or junior in interest to) the Debentures.

        


        Section
          3.2. Offices
          for Notices and Payments, etc. So
          long
          as any of the Debentures remain outstanding, the Company will maintain
          in
          Hartford, Connecticut, an office or agency where the Debentures may be
          presented
          for payment, an office or agency where the Debentures may be presented
          for
          registration of transfer and for exchange as in this Indenture provided
          and an
          office or agency where notices and demands to or upon the Company in respect
          of
          the Debentures or of this Indenture may be served. The Company will give
          to the
          Trustee written notice of the location of any such office or agency and
          of any
          change of location thereof. Until otherwise designated from time to time
          by the
          Company in a notice to the Trustee, or specified as contemplated by Section
          2.5,
          such office or agency for all of the above purposes shall be the office
          or
          agency of the Trustee. In case the Company shall fail to maintain any such
          office or agency in Hartford, Connecticut, or shall fail to give such notice
          of
          the location or of any change in the location thereof, presentations and
          demands
          may be made and notices may be served at the Principal Office of the
          Trustee.

        


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

         

        Section
          3.3.
          Appointments
          to Fill Vacancies in Trustee's Office. The
          Company, whenever necessary to avoid or fill a vacancy in the office of
          Trustee,
          will appoint, in the manner provided in Section 6.9, a Trustee, so that
          there
          shall at all times be a Trustee hereunder.

         

        Section
          3.4. Provision
          as to Paying Agent.

        


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

        


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

         

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

         

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

         

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

         

        Whenever
          the Company shall have one or more paying agents for the Debentures, it
          will, on
          or prior to each due date of the principal of and premium, if any, or interest,
          if any, on the Debentures, deposit with a paying agent a sum sufficient
          to pay
          the principal, premium, interest or other payments so becoming due, such
          stun to
          be held in trust for the benefit of the Persons entitled thereto and (unless
          such paying agent is the Trustee) the Company shall promptly notify the
          Trustee
          in writing of its action or failure to act.

         

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

         

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

         

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

         

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

        


        Section
          3.7.
          Compliance
          with Consolidation Provisions .
          The
          Company will not, while any of the Debentures remain outstanding, consolidate
          with, or merge into, or merge into itself, or sell or convey all or
          substantially all of its property to any other Person unless the provisions
          of Article XI hereof are complied with.

        


        Section
          3.8. Limitation
          on Dividends. If
          Debentures are initially issued to the Trust or a trustee of such Trust
          in
          connection with the issuance of Trust Securities by the Trust (regardless
          of
whether
          Debentures continue to be held by such Trust) and (i) there shall have
          occurred
          and be continuing
          an Event
          of Default, (ii) the Company shall be in default with respect to its payment
          of
          any obligations under the Capital Securities Guarantee, or (iii) the Company
          shall have given notice of its election to defer payments of interest on
          the
          Debentures by extending the interest payment period as provided herein
          and such
          period, or any extension thereof, shall be continuing, then the Company
          shall
          not, and shall not allow any Affiliate of the Company to, (x) declare or
          pay any
          dividends or distributions on, or redeem, purchase, acquire, or make a
          liquidation payment with respect to, any of the Company's capital stock
          or its
          Affiliates' capital stock (other than payments of dividends or distributions
          to
          the Company) or make any guarantee payments with respect to the foregoing
          or (y)
          make any payment of principal of or interest or
          premium, if any, on or repay, repurchase or redeem any debt securities
          of the
          Company or any Affiliate
          that
          rank paripassu
          in
          all
          respects with or junior in interest to the Debentures (other than, with
          respect
          to clauses (x) and (y) above, (1) repurchases, redemptions or other acquisitions
          of shares of capital stock of the Company in connection with any employment
          contract, benefit plan or other similar arrangement with or for the benefit
          of
          one or more employees, officers, directors or consultants, in connection
          with a
          dividend reinvestment or stockholder stock purchase plan or in connection
          with
          the issuance of capital stock
          of
          the Company (or securities convertible into or exercisable for such capital
          stock) as consideration
          in an
          acquisition transaction entered into prior to the applicable Extension
          Period,
          if any, (2) as a result of any exchange or conversion of any class or series
          of
          the Company's capital stock (or any capital stock of a subsidiary of the
          Company) for any class or series of the Company's capital stock or of any
          class
          or series of the Company's indebtedness for any class or series of the
          Company's
          capital stock, (3) the purchase of fractional interests in shares of the
          Company's capital stock pursuant to the conversion or exchange provisions
          of
          such capital stock or the security being converted or exchanged, (4) any
          declaration of a dividend in connection with any stockholders' rights plan,
          or
          the issuance of rights, stock or other property under any stockholders'
          rights
          plan, or the redemption or repurchase of rights pursuant thereto, (5) any
          dividend in the form of stock, warrants,
          options or other rights where the dividend stock or the stock issuable
          upon
          exercise of such warrants, options or other rights is the same stock as
          that on
          which the dividend is being paid or ranks pari
          passe with
          or
          junior to such stock and any cash payments in lieu of fractional shares
          issued
          in connection therewith, or (6) payments under the Capital Securities
          Guarantee).

        


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

         

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

        


        ARTICLE
          IV.

        SECURITYHOLDERS'
          LISTS
          AND REPORTS

        BY
          THE
          COMPANY
          AND THE
          TRUSTEE

         

        Section
          4.1.Securityholders'
          Lists. The
          Company covenants and agrees that it will furnish

         

        or
          caused
          to be furnished to the Trustee:

         

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

         

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

         

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

        Section
          4.2. Preservation
          and Disclosure of Lists.

         

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

         

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

         

        (I)afford
          such applicants access to the information preserved at the time by
          the

         

        Trustee
          in accordance with the provisions of subsection (a) of this Section 4.2,
          or

        


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

         

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

        


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

        


        ARTICLE
          V.

        REMEDIES
          OF THE TRUSTEE AND SECURITYHOLDERS

        UPON
          AN EVENT OF DEFAULT

         

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

        


        (a)  the
          Company defaults in the payment of any interest upon any Debenture when
          it
          becomes due and payable, and fails to cure such default for a period of
          30 days;
provided, however,
          that a
          valid extension of an interest payment period by the Company in accordance
          with
          the terms of this Indenture shall not constitute a default in the payment
          of
          interest for this purpose; or

        


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

        


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

         

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

         

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

        


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

         

        If
          an
          Event of Default occurs and is continuing with respect to the Debentures,
          then,
          and in each and every such case, unless the principal of the Debentures
          shall
          have already become due and payable, either the Trustee or the holders
          of not
          less than 25% in aggregate principal amount of the Debentures then outstanding
          hereunder, by notice in writing to the Company (and to the Trustee if given
          by
          Securityholders), may declare the entire principal of the Debentures and
          the
          interest accrued thereon, if any, to be due and payable immediately, and
          upon
          any such declaration the same shall become immediately due and
          payable.

         

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

         

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

         

        Section
          5.2. Payment
          of Debentures on Default; Suit Therefor. The
          Company covenants that upon the occurrence of an Event of Default pursuant
          to
          Section 5.1(a) or Section 5.1(b) then, upon demand of the Trustee, the
          Company
          will pay to the Trustee, for the benefit of the holders of the Debentures
          the
          whole amount that then shall have become due and payable on all Debentures
          for
principal
          and premium, if any, or interest, or both, as the case may be, with Additional
          Interest accrued on
          the
          Debentures (to the extent that payment of such interest is enforceable
          under
          applicable law and, if the Debentures are held by the Trust or a trustee
          of such
          Trust, without duplication of any other amounts paid by the Trust or a
          trustee
          in respect thereof); and, in addition thereto, such further amount as shall
          be
          sufficient to cover the costs and expenses of collection, including a reasonable
          compensation to the Trustee, its agents, attorneys and counsel, and any
          other
          amounts due to the Trustee under Section 6.6. In case the Company shall
          fail
          forthwith to pay such amounts upon such demand, the Trustee, in its own
          name and
          as trustee of an express trust, shall be entitled and empowered to institute
          any
          actions or proceedings at law or in equity for the collection of the sums
          so due
          and unpaid, and may prosecute any such
          action or proceeding to judgment or final decree, and may enforce any such
          judgment or final decree
          against
          the Company or any other obligor on such Debentures and collect in the
          manner
          provided by law out of the property of the Company or any other obligor
          on such
          Debentures wherever situated the moneys adjudged or decreed to be
          payable.

        


        


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

         

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

              


        


        


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

              


        


        


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

              


        


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

        


        


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

         

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

        


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

        


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

         

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

         

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

         

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

         

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

        


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

         

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

        


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

        


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

        


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

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

        


        Section
          5.7. Direction
          of Proceedings and Waiver of Defaults by Majorityof

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

        


        The
          holders of a majority in aggregate principal amount of the Debentures at
          the
          time outstanding
          may on
          behalf of the holders of all of the Debentures waive (or modify any previously
          granted waiver of) any
          past
          default or Event of Default, and its consequences, except a default (a)
          in the
          payment of principal
          of,
          premium, if any, or interest on any of the Debentures, (b) in respect of
          covenants or provisions hereof which cannot be modified or amended without
          the
          consent of the holder of each Debenture affected, or (c)
          in
          respect of the covenants contained in Section 3.9; provided, however,
          that if
          the Debentures are held
          by the
          Trust or a trustee of such trust, such waiver or modification to such waiver
          shall not be effective until the holders of a majority in Liquidation Amount
          of
          Trust Securities of the Trust shall have consented to such waiver or
          modification to such waiver, provided, further,
          that if
          the consent of the holder of each outstanding Debenture is required, such
          waiver
          shall not be effective until each holder of the Trust

         

            Securities
          of
          the Trust shall have consented to such waiver. Upon any such waiver, the
          default
          covered thereby shall be deemed to be cured for all purposes of this Indenture
          and the Company, the Trustee and the holders of the Debentures shall be
          restored
          to their former positions and rights hereunder, respectively; but no such
          waiver
          shall extend to any subsequent or other default or Event of Default or
          impair
          any right consequent thereon. Whenever any default or Event of Default
          hereunder
          shall have been waived as permitted by this Section, said default or Event
          of
          Default shall for all purposes of the Debentures and this Indenture be
          deemed to
          have been cured and to be not continuing.

        


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

         

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

        


        ARTICLE
          VI.

        CONCERNING
          THE TRUSTEE

         

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

        


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

         

        (a)prior
          to
          the occurrence of an Event of Default with respect to Debentures and after
          the

         

        curing
          or
          waiving of all Events of Default which may have occurred


         

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

         

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

         

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

         

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

         

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

         

        Section
          6.2.Reliance
          on Documents, Opinions, etc. Except
          as
          otherwise provided in

         

        Section
          6.1:

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

        


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

         

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

         

        Section
          6.6. Compensation
          and Expenses of Trustee. The
          Company covenants and agrees to pay or reimburse the Trustee upon its request
          for all reasonable expenses, disbursements and advances incurred or made
          by the
          Trustee in accordance with any of the provisions of this Indenture (including
          the reasonable compensation and the expenses and disbursements of its counsel
          and of all Persons not regularly in its employ) except any such expense,
          disbursement or advance as may arise from its negligence or willful misconduct.
          For purposes of clarification, this Section 6.6 does not contemplate the
          payment
          by the Company of acceptance or annual administration fees owing to the
          Trustee
          pursuant to the services to be provided by the Trustee under this Indenture
          or
          the fees and expenses of the Trustee's counsel in connection with the closing
          of
          the transactions contemplated by this Indenture. The Company also covenants
          to
          indemnify each of the Trustee or any predecessor Trustee (and its officers,
          agents, directors and employees) for, and to hold it harmless against,
          any and
          all loss, damage, claim, liability or expense
          including taxes (other than taxes based on the income of the Trustee) incurred
          without negligence
          or
          willful misconduct on the part of the Trustee and arising out of or in
          connection with the acceptance or administration of this trust, including
          the
          costs and expenses of defending itself against any claim of liability.
          The
          obligations of the Company under this Section 6.6 to compensate and indemnify
          the Trustee and to pay or reimburse the Trustee for expenses, disbursements
          and
          advances shall constitute additional indebtedness hereunder. Such additional
          indebtedness shall be secured by a lien prior to that of the Debentures
          upon all
          property and funds held or collected by the Trustee as such, except funds
          held
          in trust for the benefit of the holders of particular Debentures.

        


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

         

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

         

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

        


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

         

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

         

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

        


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

         

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

        


        Section
          6.9. Resignation
          or Removal of Trustee

         

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

        


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

         

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

        


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

        


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

        


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

        


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

        


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

         

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

        


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

         

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

        


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

        


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

        



         

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

        


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

         

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

        


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

         

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

         

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

        


        ARTICLE
          VII.

        CONCERNING
          THE
          SECURITYHOLDERS

         

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

         

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

        


        Section
          7.2.
          Proof
          of Execution by Securityholders .
          Subject
          to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
          any
          instrument by a Securityholder or his agent or proxy shall be sufficient
          if made
          in accordance with such reasonable rules and regulations as may be prescribed
          by
          the Trustee or in such manner as shall be satisfactory to the Trustee.
          The
          ownership of Debentures shall be proved by the Debenture Register or by
          a
          certificate of the Debenture registrar. The Trustee may require such additional
          proof of any matter referred to in this Section as it shall deem
          necessary.

        


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

        


        Section
          7.3.
          Who
          Are Deemed Absolute Owners. Prior
          to
          due presentment for registration of transfer of any Debenture, the Company,
          the
          Trustee, any Authenticating Agent, any paying agent, any transfer agent
          and any
          Debenture registrar may deem the Person in whose name such Debenture shall
          be
registered
          upon the Debenture Register to be, and may treat him as, the absolute owner
          of
          such Debenture
          (whether
          or not such Debenture shall be overdue) for the purpose of receiving payment
          of
          or on account of
          the
          principal of, premium, if any, and interest on such Debenture and for all
          other
          purposes; and neither
          the
          Company nor the Trustee nor any Authenticating Agent nor any paying agent
          nor
          any transfer agent nor any Debenture registrar shall be affected by any
          notice
          to the contrary. All such payments so made to any holder for the time being
          or
          upon his order shall be valid, and, to the extent of the sum or sums so
          paid,
          effectual to satisfy and discharge the liability for moneys payable upon
          any
          such Debenture.

        


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

         

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

        


        ARTICLE
          VIII.

        SECURITYHOLDERS'
          MEETINGS

         

        Section
          8.1.Purposes
          of Meetings. A
          meeting
          of Securityholders may be called at any time

         

        and
          from
          time to time pursuant to the provisions of this Article VIII for any of
          the
          following purposes:

        


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

         

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

         

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

        


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

        


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

         

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

        


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

        


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

        


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

        


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

         

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

         

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

        


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

        


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

         

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

        


        ARTICLE
          IX.

        SUPPLEMENTAL
          INDENTURES

        


        Section
          9.1. Supplemental Indentures without Consent ofSecurityholders. The

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

        


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

        


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

        


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

        


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

        


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

        


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

         

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

         

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

         

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

        


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

         

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

         

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

         

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

         

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

        


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

        


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

        


        ARTICLE
          X.

        REDEMPTION
          OF SECURITIES

         

        Section
          10.1. Optional
          Redemption. The
          Company shall have the right (subject to the receipt by the Company of
          prior
          approval (i) if the Company is a bank holding company, from the Federal
          Reserve,
          if then required under applicable capital guidelines or policies of the
          Federal
          Reserve or (ii) if the Company is a savings and loan holding company, from
          the
          OTS, if then required under applicable capital
          guidelines or policies of the OTS) to redeem the Debentures, in whole or
          in
          part, but in all cases in
          a
          principal amount with integral multiples of $1,000.00, on any Interest
          Payment
          Date on or after the Interest Payment Date in March 2009 (the "Redemption
          Date"),
          at the
          Redemption Price.

         

        Section
          10.2. Special
          Event Redemption. If
          a
          Special Event shall occur and be continuing, the Company shall have the
          right
          (subject to the receipt by the Company of prior approval (i) if the Company
          is a
          bank holding company, from the Federal Reserve, if then required under
          applicable capital guidelines or policies of the Federal Reserve or (ii)
          if the
          Company is a savings and loan holding company, from the OTS, if then required
          under applicable capital guidelines or policies of the OTS) to redeem the
          Debentures in whole, but not in part, at any Interest Payment Date, within
          120
          days following the occurrence of such Special Event (the "Special
          Redemption Date")
          at the
          Special Redemption Price.

        


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

         

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

        


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

         

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

        


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

        


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

        


        ARTICLE
          XI.

        CONSOLIDATION,
          MERGER, SALE, CONVEYANCE AND LEASE

         

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

        


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

        


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

        


        ARTICLE
          XH.

        SATISFACTION
          AND DISCHARGE
          OF
          INDENTURE

         

        Section
          12.1. Discharge
          of Indenture. When

        


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

              


        


        	(b)  	
                all
                  the Debentures not theretofore canceled or delivered to the Trustee
                  for
                  cancellation shall have become due and payable, or are by their
                  terms to
                  become due and payable within I year or are to be called for redemption
                  within 1 year under arrangements satisfactory to the Trustee for
                  the
                  giving of notice of redemption, and the Company shall deposit with
                  the
                  Trustee, in trust, funds, which shall be immediately due and payable,
                  sufficient to pay at maturity or upon redemption all of the Debentures
                  (other than any

              


        	(a)  	 



         

        Debentures
          which shall have been destroyed, lost or stolen and which shall have been
          replaced or paid as provided in Section 2.6) not theretofore canceled or
          delivered to the Trustee for cancellation, including Irincipal and premium,
          if
          any, and interest due or to become due to such date of maturity or redemption
          date, as the case may be, but excluding, however, the amount of any moneys
          for
          the payment of principal of, and premium, if any, or interest on the Debentures
          (1) theretofore repaid to the Company in accordance with the provisions
          of
          Section 12.4, or (2) paid to any state or to the District of Columbia pursuant
          to its unclaimed property or similar laws,

        


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

        


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

        


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

        


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

        


        ARTICLE
          XIII.

        IMMUNITY
          OF INCORPORATORS, STOCKHOLDERS,

        OFFICERS
          AND DIRECTORS

         

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

        


        ARTICLE
          XIV.

        MISCELLANEOUS
          PROVISIONS

         

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

        


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

        


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

        


        Section
          14.4. Addresses for Notices, etc. Any
          notice, consent, direction, request, authorization, waiver or demand which
          by
          any provision of this Indenture is required or permitted to be given, made,
          furnished or served by the Trustee or by the Securityholders on or to the
          Company may be given or served in writing by being deposited postage prepaid
          by
          registered or certified mail in a post office letter box addressed (until
          another address is filed by the Company, with the Trustee for the purpose)
          to
          the Company, 1398 Central Avenue, Dubuque, Iowa 52004, Attention: John
          Schmidt.
          Any notice, consent, direction, request, authorization, waiver or demand
          by any
          Securityholder or the Company to or upon the Trustee shall be deemed to
          have
          been sufficiently given or made, for all purposes, if given or made in
          writing
          at the office of the Trustee, addressed to the Trustee, 225 Asylum Street,
          Goodwin Square, Hartford, Connecticut 06103 Attention: Vice President,
          Corporate
          Trust Services
          Division, with a copy to the Trustee, 1 Federal Street— 3rd Floor, Boston,
          Massachusetts 02110,
          Attention: Paul D. Allen, Corporate Trust Services Division. Any notice,
          consent, direction, request, authorization, waiver or demand on or to any
          Securityholder shall be deemed to have been sufficiently given or made,
          for all
          purposes, if given or made in writing at the address set forth in the Debenture
          Register.

        


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

        


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

        


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

         

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

         

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

         

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

         

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

         

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

        


        ARTICLE
          XV.

        SUBORDINATION
          OF DEBENTURES

         

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

        


        The
          payment by the Company of the principal of, and premium, if any, and interest
          on
          all Debentures shall, to the extent and in the manner hereinafter set forth,
          be
          subordinated and junior in right of payment to the prior payment in full
          of all
          Senior Indebtedness of the Company, whether outstanding at the date of
          this
          Indenture or thereafter incurred; provided, however,
          that the
          Debentures shall rank pall
          passu in
          right
          of payment with: (1) Fixed Rate Junior Subordinated Deferrable Interest
          Debentures due September 29, 2029 issued pursuant to an Indenture dated
          September 29, 1999 by and between the Company and Wachovia; (2) Floating
          Rate
          Junior Subordinated Deferrable Interest Debentures due December 18, 2031
          issued
          pursuant to an Indenture dated December 18, 2001 by and between the Company
          and
          State Street Bank and Trust of Connecticut N.A. (n/k/a U.S. Bank National
          Association); (3) Floating Rate Junior Subordinated Deferrable Interest
          Debentures due June 20, 2031 issued pursuant to an Indenture dated June
          27, 2002
          by and between the Company and Wells Fargo, N.A; and (4) Fixed Rate Junior
          Subordinated Deferrable Interest Debentures due October 10, 2033 issued
          pursuant
          to an Indenture dated October 10, 2003 by and between the Company and U.S.
          Bank
          National Association.

         

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

        


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

        


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

        


        Section
          15.3. Liquidation,
          Dissolution, Bankruptcy. Upon
          any
          payment by the Company or distribution of assets of the Company of any
          kind or
          character, whether in cash, property or securities, to creditors upon any
          dissolution or winding-up or liquidation or reorganization of the Company,
          whether voluntary or involuntary or in bankruptcy, insolvency, receivership
          or
          other proceedings, all amounts due upon
          all
          Senior Indebtedness of the Company shall first be paid in full, or payment
          thereof provided for in
          money in
          accordance with its terms, before any payment is made by the Company, on
          account
          of the principal (and premium, if any) or interest on the Debentures. Upon
          any
          such dissolution or winding up or liquidation or reorganization, any payment
          by
          the Company, or distribution of assets of the Company of any kind or character,
          whether in cash, property or securities, to which the Securityholders or
          the
Trustee
          would be entitled to receive from the Company, except for the provisions
          of this
          Article XV, shall
          be paid
          by the Company, or by any receiver, trustee in bankruptcy, liquidating
          trustee,
          agent or other Person making such payment or distribution, or by the
          Securityholders
          or by the Trustee under this Indenture if received by them or it, directly to
          the holders of Senior Indebtedness no
          na/a to
          such
holders
          on the basis of the respective amounts of Senior Indebtedness held by such
          holders, as calculated by the Company) or their representative or
          representatives, or to the trustee or trustees under any indenture pursuant
          to
          which any instruments evidencing such Senior Indebtedness may have been
          issued,
as
          their
          respective interests may appear, to the extent necessary to pay such Senior
          Indebtedness in full,
          in
          money or
          money's worth, after giving effect to any concurrent payment or distribution
          to
          or for the holders
          of such Senior indebtedness, before any payment or distribution is made
          to the
          Securityholders or
          to the
          Trustee.

         

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

         

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

        


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

         

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

         

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

        


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

        


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

        


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

        


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

        


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

         

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

        


        Section
          15.8. Subordination
          May Not Be Impaired No
          right
          of any present or future holder of any Senior Indebtedness to enforce
          subordination as herein provided shall at any time in any way be prejudiced
          or
          impaired by any act or failure to act on the part of the Company, or by
          any act
          or failure to act, in good faith, by any such holder, or by any noncompliance
          by
          the Company, with the terms, provisions and covenants of this Indenture,
          regardless of any knowledge thereof that any such holder may have or otherwise
          be charged with.

        


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

        


        Signatures
          appear on the following page

        



         

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

         

                    U.S.
          BANK NATIONAL
          ASSOCIATION, as Trustee By ________________________



        


                    HEARTLAND
          FINANCIAL
          USA, INC.

                    Name:
          Title: 
________________________________

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


         

        EXHIBIT
          A

        


        FORM
          OF
          FLOATING RATE JUNIOR
          SUBORDINATED DEFERRABLE
          INTEREST

        DEBENTURE

        [FORM
          OF
          FACE OF SECURITY]

         

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

        


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

        


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

        



         

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

        


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

         

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

        


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

        


        Floating
          Rate Junior Subordinated Deferrable Interest Debenture

        of

        Heartland
          Financial USA, Inc.

        March
          17,
          2004

        


        Heartland
          Financial USA, Inc., a Delaware corporation (the "Company" which term includes
          any successor
          Person under the Indenture hereinafter referred to), for value received
          promises
          to pay to U.S. Bank
          National Association, not in its individual capacity but solely as Institutional
          Trustee for Heartland Financial
          Statutory Trust IV (the "Holder") or registered assigns, the principal
          sum of
          twenty-five million seven
          hundred seventy-four thousand dollars ($25,774,000.00) on March 17, 2034,
          and to
          pay interest on
          said
          principal sum from March 17, 2004, or from the most recent Interest Payment
          Date
          (as defined below) to which interest has been paid or duly provided for,
          quarterly (subject to deferral as set forth herein)
          in arrears on March 17, June 17, September 17 and December 17 of each year
          or if
          such day is not a
          Business Day, then the next succeeding Business Day (each such date, an
          "Interest Payment Date") (it
          being
          understood that interest accrues for any such non-Business Day), commencing
          on
          the Interest Payment Date in June 2004, at an annual rate equal to 3.86%
          beginning on (and including) the date of original
          issuance and ending on (but excluding) the Interest Payment Date in June
          2004
          and at an annual rate
          for
          each successive period beginning on (and including) the Interest Payment
          Date in
          June 2004, and
          each
          succeeding Interest Payment Date, and ending on (but excluding) the next
          succeeding Interest Payment
          Date (each a "Distribution Period"), equal to 3-Month LIBOR, determined
          as
          described below, plus
          2.75% (the "Coupon Rate"), applied to the principal amount hereof, until
          the
          principal hereof is paid
          or duly
          provided for or made available for payment, and on any overdue principal
          and
          (without duplication and to the extent that payment of such interest is
          enforceable under applicable law) on any overdue
          installment of interest (including Additional Interest) at the Interest
          Rate in
          effect for each applicable
          period, compounded quarterly, from the dates such amounts are due until
          they are
          paid or made available
          for payment. The amount of interest payable for any period will be computed
          on
          the basis of the
          actual
          number of days in the Distribution Period concerned divided by 360. The
          interest
          installment so payable, and punctually paid or duly provided for, on any
          Interest Payment Date will, as provided in the Indenture, be paid to the
          Person
          in whose name this Debenture (or one or more Predecessor Securities) is
          registered at the close of business on the regular record date for such
          interest
          installment, which shall be fifteen days prior to the day on which the
          relevant
          Interest Payment Date occurs. Any such interest installment not so punctually
          paid or duly provided for shall forthwith cease to be payable to the Holder
          on
          such regular record date and may be paid to the Person in whose name this
          Debenture (or one or more Predecessor Securities) is registered at the
          close of
          business on a special record date.

         

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

         

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

        


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

        


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

        


        So
          long
          as no Event of Default has occurred
          and
          is continuing, the Company shall have the right, from time to time, and
          without
          causing an Event of Default, to defer payments of interest on the Debentures
          by
          extending the interest payment period on the Debentures at any time and
          from
          time to time during the term of the Debentures, for up to 20 consecutive
          quarterly periods (each such extended interest payment period, an "Extension
          Period"), during which Extension Period no interest (including Additional
          Interest) shall be due and payable (except any Additional Sums that may
          be due
          and payable). No Extension Period may end on a date other than an Interest
          Payment Date. During an Extension Period, interest will continue to accrue
          on
          the Debentures, and interest on such accrued interest will accrue at an
          annual
          rate equal to the Interest Rate in effect for such Extension Period, compounded
          quarterly from the date such interest would have been payable were it not
          for
          the Extension Period, to the extent permitted by law (such interest referred
          to
          herein as "Additional Interest"). At the end of any such Extension Period
          the
          Company shall pay all interest then accrued and unpaid on the Debentures
          (together with Additional Interest thereon); provided, however,
          that no
          Extension Period may extend beyond the Maturity Date; provided further, however,
          that
          during any such Extension Period, the Company shall not and shall not permit
          any
          Affiliate to engage in any of the activities or transactions described
          on the
          reverse side hereof and in the Indenture. Prior to the termination of any
          Extension Period, the Company may further extend such period, provided
          that such
          period together with all such previous and further consecutive extensions
          thereof shall not exceed 20 consecutive quarterly periods, or extend beyond
          the
          Maturity Date. Upon the termination of any Extension Period and upon the
          payment
          of all accrued and unpaid interest and Additional Interest, the Company
          may
          commence a new Extension Period, subject to the foregoing requirements.
          No
          interest or Additional Interest shall be due and payable during an Extension
          Period, except at the end thereof, but each installment of interest that
          would
          otherwise have been due and payable during such Extension Period shall
          bear
          Additional Interest. The Company must give the Trustee notice of its election
          to
          begin or extend an Extension Period at least 5 Business Days prior to the
          regular record date (as such term is used in Section 2.8 of the Indenture)
          immediately preceding the Interest Payment Date with respect to which interest
          on the Debentures would have been payable except for the election to begin
          or
          extend such Extension Period.

        


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

         

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

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

         

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

         

         

        


         


        IN
          WITNESS WHEREOF, the Company has duly executed this certificate. HEARTLAND
          FINANCIAL USA, INC.

        


        


        By  
          Name:

        Title:

         

        CERTIFICATE
          OF AUTHENTICATION

        


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

         

        U.S.
          BANK
          NATIONAL ASSOCIATION, as Trustee

        


        


        By:  
          Authorized Officer

         

        


         


         

        [FORM
          OF
          REVERSE OF DEBENTURE]

        


        This
          Debenture is one of the floating rate junior subordinated deferrable interest
          debentures of the
          Company,
          all issued or to be issued under and pursuant to the Indenture dated as
          of March
          17, 2004 (the "Indenture"), duly executed and delivered between the Company
          and
          the Trustee, to which Indenture reference is hereby made for a description
          of
          the rights, limitations of rights, obligations, duties and immunities thereunder
          of the Trustee, the Company and the folders of the Debentures. The Debentures
          are limited in aggregate principal amount as specified in the
          Indenture.

        


        Upon
          the
          occurrence and continuation of a Special Event prior to the Interest Payment
          Date in March 2009, the Company shall have the right to redeem the Debentures
          in
          whole, but not in part, at any Interest Payment Date, within 120 days following
          the occurrence of such Special Event, at the Special Redemption
          Price.

        


        In
          addition, the Company shall have the right to redeem the Debentures, in
          whole or
          in part, but in
          all
          cases in a principal amount with integral multiples of $1,000.00, on any
          Interest Payment Date on or
          after
          the Interest Payment Date in March 2009, at the Redemption Price.

        


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

        


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

        


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

         

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

        


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

         

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

         

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

         

        The
          Company has agreed that if Debentures are initially issued to the Trust
          or a
          trustee of such Trust in connection with the issuance of Trust Securities
          by the
          Trust (regardless of whether Debentures continue to be held by such Trust)
          and
          (i) there shall have occurred and be continuing an Event of Default, (ii)
          the
          Company shall be in default with respect to its payment of any obligations
          under
          the Capital Securities Guarantee, or (iii) the Company shall have given
          notice
          of its election to defer payments of interest on the Debentures by extending
          the
          interest payment period as provided herein and such Extension Period, or
          any
          extension thereof, shall be continuing, then the Company shall not, and
          shall
          not allow any Affiliate of the Company to, (x) declare or pay any dividends
          or
          distributions on, or redeem, purchase, acquire, or make a liquidation payment
          with respect to, any of the Company's capital stock or its Affiliates'
          capital
          stock (other than payments of dividends or distributions to the Company)
          or make
          any guarantee payments with respect to the foregoing or (y) make any payment
          of
          principal of or interest or premium, if any, on or repay, repurchase or
          redeem
          any debt securities of the Company or any Affiliate that rank pari
          passu in all
          respects with or junior in interest to the Debentures (other than, with
          respect
          to clauses (x) and (y) above, (1) repurchases, redemptions a- other acquisitions
          of shares of capital stock of the Company in connection with any employment
          contract, benefit plan or other similar arrangement with or for the benefit
          of
          one or more employees, officers, directors or consultants, in connection
          with a
          dividend reinvestment or stockholder stock purchase plan or in connection
          with
          the issuance of capital stock of the Company (or securities convertible
          into or
          exercisable for such capital stock) as consideration in an acquisition
          transaction entered into prior to the applicable Extension Period, if any,
          (2)
          as a result of any exchange or conversion of any class or series of the
          Company's capital stock (or any capital stock of a subsidiary of the Company)
          for any class or series of the Company's capital stock or of any class
          or series
          of the Company's indebtedness for any class or series of the Company's
          capital
          stock, (3) the purchase of fractional interests in shares of the Company's
          capital stock pursuant to the conversion or exchange provisions of such
          capital
          stock or the security being converted or exchanged, (4) any declaration
          of a
          dividend in connection with any stockholders' rights plan, or the issuance
          of
          rights, stock or other property under any stockholders' rights plan, or
          the
          redemption or repurchase of rights pursuant thereto, (5) any dividend in
          the
          form of stock, warrants, options or other rights where the dividend
          stock or the stock issuable upon exercise of such warrants, options or
          other
          rights is the same stock
          as
          that on which the dividend is being paid or ranks pan
          passu with
          or
          junior to such stock and any
          cash
          payments in lieu of fractional shares issued in connection therewith, or
          (6)
          payments under the Capital Securities Guarantee).

         

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

        


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

         

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

         

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

        


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