exhibit4_1.htm


    EXHIBIT
4.1

    


    
      [EXECUTION
VERSION]

    

    
      


       

        
          

        

      

       

       

       

       

      
 

    

    CAPITOL
BANCORP LTD.

     

     

    AND

     

     

    WELLS
FARGO BANK, N.A.,

    AS
TRUSTEE

     

     

    INDENTURE

     

     

    10.50%
JUNIOR SUBORDINATED DEBENTURES DUE 2038

     

    DATED AS
OF JULY 7, 2008

     

    
      


       

        
          

        

      

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      TABLE
OF CONTENTS

       

      


                                                                                            Page

    

    


      
        	
                ARTICLE I

              	
                DEFINITIONS

              	
                 
      3

              
	 	 	 
	
                SECTION
      1.1

              	
                DEFINITIONS
      OF TERMS

              	
                 
      3

              
	 	 	 
	
                ARTICLE II

              	
                ISSUE,
      DESCRIPTION, TERMS, CONDITIONS REGISTRATION

                AND
      EXCHANGE OF THE DEBENTURES

              	
                 

                12

              
	 	 	 
	
                SECTION
      2.1

              	
                DESIGNATION
      AND PRINCIPAL AMOUNT

              	
                12

              
	
                SECTION
      2.2

              	
                MATURITY

              	
                12

              
	
                SECTION
      2.3

              	
                FORM
      AND PAYMENT

              	
                12

              
	
                SECTION
      2.4

              	
                INTENTIONALLY
      LEFT BLANK.

              	
                13

              
	
                SECTION
      2.5

              	
                INTEREST

              	
                13

              
	
                SECTION
      2.6

              	
                EXECUTION
      AND AUTHENTICATIONS

              	
                14

              
	
                SECTION
      2.7

              	
                REGISTRATION
      OF TRANSFER AND EXCHANGE

              	
                15

              
	
                SECTION
      2.8

              	
                TEMPORARY
      DEBENTURES

              	
                16

              
	
                SECTION
      2.9

              	
                MUTILATED,
      DESTROYED, LOST OR STOLEN

                DEBENTURES

              	
                 

                16

              
	
                SECTION
      2.10

              	
                CANCELLATION

              	
                17

              
	
                SECTION
      2.11

              	
                BENEFIT
      OF INDENTURE

              	
                18

              
	
                SECTION
      2.12

              	
                AUTHENTICATING
      AGENT

              	
                18

              
	 	 	 
	
                ARTICLE III

              	
                REDEMPTION
      OF DEBENTURES

              	
                19

              
	 	 	 
	
                SECTION
      3.1

              	
                REDEMPTION

              	
                19

              
	
                SECTION
      3.2

              	
                SPECIAL
      EVENT REDEMPTION

              	
                19

              
	
                SECTION
      3.3

              	
                OPTIONAL
      REDEMPTION BY COMPANY

              	
                19

              
	
                SECTION
      3.4

              	
                NOTICE
      OF REDEMPTION

              	
                20

              
	
                SECTION
      3.5

              	
                PAYMENT
      UPON REDEMPTION

              	
                21

              
	
                SECTION
      3.6

              	
                NO
      SINKING FUND

              	
                22

              
	 	 	 
	
                ARTICLE IV

              	
                EXTENSION
      OF INTEREST PAYMENT PERIOD

              	
                22

              
	 	 	 
	
                SECTION
      4.1

              	
                EXTENSION
      OF INTEREST PAYMENT PERIOD

              	
                22

              
	
                SECTION
      4.2

              	
                NOTICE
      OF EXTENSION

              	
                22

              
	 	 	 
	
                ARTICLE V

              	
                PARTICULAR
      COVENANTS OF THE COMPANY

              	
                23

              
	 	 	 
	
                SECTION
      5.1

              	
                PAYMENT
      OF PRINCIPAL AND INTEREST

              	
                23

              
	
                SECTION
      5.2

              	
                MAINTENANCE
      OF AGENCY

              	
                23

              
	
                SECTION
      5.3

              	
                PAYING
      AGENTS

              	
                24

              
	
                SECTION
      5.4

              	
                APPOINTMENT
      TO FILL VACANCY IN OFFICE OF

                TRUSTEE

              	
                 

                25

              
	
                SECTION
      5.5

              	
                COMPLIANCE
      WITH CONSOLIDATION PROVISIONS

              	
                25

              
	
                SECTION
      5.6

              	
                LIMITATION
      ON TRANSACTIONS

              	
                25

              
	
                SECTION
      5.7

              	
                COVENANTS
      AS TO THE TRUST

              	
                26

              
	
                SECTION
      5.8

              	
                COVENANTS
      AS TO PURCHASES

              	
                26

              
	
                SECTION
      5.9

              	
                WAIVER
      OF USURY, STAY OR EXTENSION LAWS

              	
                26

              
	
                SECTION
      5.10

              	
                LIMITATION
      ON ADDITIONAL JUNIOR

                INDEBTEDNESS

              	
                 

                27

              
	 	 	 
	
                ARTICLE VI

              	
                DEBENTUREHOLDERS’
      LISTS AND REPORTS  BY THE

                COMPANY
      AND THE TRUSTEE

              	
                 

                28

              


      


      
        
           


        

        
          - i
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        TABLE
OF CONTENTS

        (continued)

        


                                                                                              Page

      



    
      
        	
                SECTION
      6.1

              	
                COMPANY
      TO FURNISH TRUSTEE NAMES AND

                ADDRESSES
      OF DEBENTUREHOLDERS

              	
                 

                28

              
	
                SECTION
      6.2

              	
                PRESERVATION
      OF INFORMATION

                COMMUNICATIONS
      WITH DEBENTUREHOLDERS

              	
                 

                29

              
	
                SECTION
      6.3

              	
                REPORTS
      BY THE COMPANY

              	
                29

              
	
                SECTION
      6.4

              	
                REPORTS
      BY THE TRUSTEE

              	
                30

              
	 	 	 
	
                ARTICLE VII

              	
                REMEDIES
      OF THE TRUSTEE AND DEBENTUREHOLDERS

                ON
      EVENT OF DEFAULT

              	
                 

                30

              
	 	 	 
	
                SECTION
      7.1

              	
                EVENTS
      OF DEFAULT

              	
                30

              
	
                SECTION
      7.2

              	
                COLLECTION
      OF INDEBTEDNESS AND SUITS FOR

                ENFORCEMENT
      BY TRUSTEE

              	
                 

                32

              
	
                SECTION
      7.3

              	
                APPLICATION
      OF MONEYS COLLECTED

              	
                33

              
	
                SECTION
      7.4

              	
                LIMITATION
      ON SUITS

              	
                34

              
	
                SECTION
      7.5

              	
                RIGHTS
      AND REMEDIES CUMULATIVE; DELAY OR

                OMISSION
      NOT WAIVER

              	
                 

                35

              
	
                SECTION
      7.6

              	
                CONTROL
      BY DEBENTUREHOLDERS

              	
                35

              
	
                SECTION
      7.7

              	
                UNDERTAKING
      TO PAY COSTS

              	
                36

              
	
                SECTION
      7.8

              	
                DIRECT
      ACTION; RIGHT OF SET-OFF

              	
                36

              
	 	 	 
	
                ARTICLE VIII

              	
                FORM
      OF DEBENTURE AND ORIGINAL ISSUE SECTION

              	
                36

              
	 	 	 
	
                SECTION
      8.1

              	
                FORM
      OF DEBENTURE

              	
                36

              
	
                SECTION
      8.2

              	
                ORIGINAL
      ISSUE OF DEBENTURES

              	
                37

              
	 	 	 
	
                ARTICLE IX

              	
                CONCERNING
      THE TRUSTEE

              	
                37

              
	 	 	 
	
                SECTION
      9.1

              	
                CERTAIN
      DUTIES AND RESPONSIBILITIES OF THE

                TRUSTEE

              	
                 

                37

              
	
                SECTION
      9.2

              	
                NOTICE
      OF DEFAULTS

              	
                39

              
	
                SECTION
      9.3

              	
                CERTAIN
      RIGHTS OF TRUSTEE

              	
                39

              
	
                SECTION
      9.4

              	
                TRUSTEE
      NOT RESPONSIBLE FOR RECITALS, ETC

              	
                41

              
	
                SECTION
      9.5

              	
                MAY
      HOLD DEBENTURES

              	
                42

              
	
                SECTION
      9.6

              	
                MONEYS
      HELD IN TRUST

              	
                42

              
	
                SECTION
      9.7

              	
                COMPENSATION
      AND REIMBURSEMENT

              	
                42

              
	
                SECTION
      9.8

              	
                RELIANCE
      ON OFFICERS’ CERTIFICATE

              	
                43

              
	
                SECTION
      9.9

              	
                DISQUALIFICATION:
      CONFLICTING INTERESTS

              	
                43

              
	
                SECTION
      9.10

              	
                CORPORATE
      TRUSTEE REQUIRED; ELIGIBILITY

              	
                43

              
	
                SECTION
      9.11

              	
                RESIGNATION
      AND REMOVAL; APPOINTMENT OF

                SUCCESSOR

              	
                 

                44

              
	
                SECTION
      9.12

              	
                ACCEPTANCE
      OF APPOINTMENT BY SUCCESSOR

              	
                45

              
	
                SECTION
      9.13

              	
                MERGER,
      CONVERSION, CONSOLIDATION OR

                SUCCESSION
      TO BUSINESS

              	
                 

                46

              
	
                SECTION
      9.14

              	
                PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST

                THE
      COMPANY

              	
                 

                46

              
	 	 	 
	
                ARTICLE X

              	
                CONCERNING
      THE DEBENTUREHOLDERS

              	
                46

              
	 	 	 
	
                SECTION
      10.1

              	
                EVIDENCE
      OF ACTION BY HOLDERS

              	
                46

              
	
                SECTION
      10.2

              	
                PROOF
      OF EXECUTION BY DEBENTUREHOLDERS

              	
                47

              


      


      
        
           


        

        
          - ii
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        TABLE
OF CONTENTS

        (continued)

        


                                                                                              Page

      



    
      
        	
                SECTION
      10.3

              	
                WHO
      MAY BE DEEMED OWNERS

              	
                47

              
	
                SECTION
      10.4

              	
                CERTAIN
      DEBENTURES OWNED BY COMPANY

                DISREGARDED

              	
                 

                47

              
	
                SECTION
      10.5

              	
                ACTIONS
      BINDING ON FUTURE

                DEBENTUREHOLDERS

              	
                 

                48

              
	 	 	 
	
                ARTICLE XI

              	
                SUPPLEMENTAL
      INDENTURES

              	
                48

              
	 	 	 
	
                SECTION
      11.1

              	
                SUPPLEMENTAL
      INDENTURES WITHOUT THE

                CONSENT
      OF DEBENTUREHOLDERS

              	
                 

                48

              
	
                SECTION
      11.2

              	
                SUPPLEMENTAL
      INDENTURES WITH CONSENT OF

                DEBENTUREHOLDERS

              	
                 

                49

              
	
                SECTION
      11.3

              	
                EFFECT
      OF SUPPLEMENTAL INDENTURES

              	
                50

              
	
                SECTION
      11.4

              	
                DEBENTURES
      AFFECTED BY SUPPLEMENTAL

                INDENTURES

              	
                 

                50

              
	
                SECTION
      11.5

              	
                EXECUTION
      OF SUPPLEMENTAL INDENTURES

              	
                50

              
	 	 	 
	
                ARTICLE XII

              	
                SUCCESSOR
      CORPORATION

              	
                51

              
	 	 	 
	
                SECTION
      12.1

              	
                COMPANY
      MAY CONSOLIDATE, ETC

              	
                51

              
	
                SECTION
      12.2

              	
                SUCCESSOR
      CORPORATION SUBSTITUTED

              	
                51

              
	
                SECTION
      12.3

              	
                EVIDENCE
      OF CONSOLIDATION, ETC. TO TRUSTEE

              	
                52

              
	 	 	 
	
                ARTICLE XIII

              	
                SATISFACTION
      AND DISCHARGE

              	
                52

              
	 	 	 
	
                SECTION
      13.1

              	
                SATISFACTION
      AND DISCHARGE OF INDENTURE

              	
                52

              
	
                SECTION
      13.2

              	
                DISCHARGE
      OF OBLIGATIONS

              	
                53

              
	
                SECTION
      13.3

              	
                DEPOSITED
      MONEYS TO BE HELD IN TRUST

              	
                53

              
	
                SECTION
      13.4

              	
                PAYMENT
      OF MONIES HELD BY PAYING AGENTS

              	
                53

              
	
                SECTION
      13.5

              	
                REPAYMENT
      TO COMPANY

              	
                53

              
	 	 	 
	
                ARTICLE XIV

              	
                IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS,

                OFFICERS
      AND DIRECTORS

              	
                 

                54

              
	 	 	 
	
                SECTION
      14.1

              	
                NO
      RECOURSE

              	
                54

              
	 	 	 
	
                ARTICLE XV

              	
                MISCELLANEOUS
      PROVISIONS

              	
                54

              
	 	 	 
	
                SECTION
      15.1

              	
                EFFECT
      ON SUCCESSORS AND ASSIGNS

              	
                54

              
	
                SECTION
      15.2

              	
                ACTIONS
      BY SUCCESSOR

              	
                54

              
	
                SECTION
      15.3

              	
                SURRENDER
      OF COMPANY POWERS

              	
                55

              
	
                SECTION
      15.4

              	
                NOTICES

              	
                55

              
	
                SECTION
      15.5

              	
                GOVERNING
      LAW

              	
                55

              
	
                SECTION
      15.6

              	
                TREATMENT
      OF DEBENTURES AS DEBT

              	
                55

              
	
                SECTION
      15.7

              	
                COMPLIANCE
      CERTIFICATES AND OPINIONS

              	
                55

              
	
                SECTION
      15.8

              	
                PAYMENTS
      ON BUSINESS DAYS

              	
                56

              
	
                SECTION
      15.9

              	
                CONFLICT
      WITH TRUST INDENTURE ACT

              	
                56

              
	
                SECTION
      15.10

              	
                COUNTERPARTS

              	
                56

              
	
                SECTION
      15.11

              	
                SEPARABILITY

              	
                56

              
	
                SECTION
      15.12

              	
                ASSIGNMENT

              	
                56

              
	
                SECTION
      15.13

              	
                ACKNOWLEDGMENT
      OF RIGHTS; RIGHT OF SETOFF

              	
                57

              
	 	 	 
	
                ARTICLE XVI

              	
                SUBORDINATION
      OF DEBENTURES

              	
                57

              


      


      
        
           


        

        
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      TABLE
OF CONTENTS

      (continued)

      


                                                                                            Page


      

        
          	
                  SECTION
      16.1

                	
                  AGREEMENT
      TO SUBORDINATE

                	
                  57

                
	
                  SECTION
      16.2

                	
                  DEFAULT
      ON SENIOR DEBT, SUBORDINATED DEBT

                  OR
      ADDITIONAL SENIOR OBLIGATIONS

                	
                   

                  57

                
	
                  SECTION
      16.3

                	
                  LIQUIDATION;
      DISSOLUTION; BANKRUPTCY

                	
                  58

                
	
                  SECTION
      16.4

                	
                  SUBROGATION

                	
                  59

                
	
                  SECTION
      16.5

                	
                  TRUSTEE
      TO EFFECTUATE SUBORDINATION

                	
                  60

                
	
                  SECTION
      16.6

                	
                  NOTICE
      BY THE COMPANY

                	
                  60

                
	
                  SECTION
      16.7

                	
                  RIGHTS
      OF THE TRUSTEE HOLDERS OF SENIOR

                  INDEBTEDNESS

                	
                   

                  61

                
	
                  SECTION
      16.8

                	
                  SUBORDINATION
      MAY NOT BE IMPAIRED

                	
                  61

                


        




    


    
      
         


      

      
        - iv
-

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

     

    
      
        	
                SECTION
      OR

              
	
                TRUST
      INDENTURE
      ACT                                                                                                                                                       
      SECTION OF

              
	
                OF 1939, AS
      AMENDED                                                                                                                                                 
                INDENTURE

              
	 	 
	
                310(a)

              	
                9.10

              
	
                310(b)

              	
                9.9

              
	 
      	
                9.11

              
	
                310(c)

              	
                Not
      Applicable

              
	
                311(a)

              	
                9.14

              
	
                311(b)

              	
                9.14

              
	
                311(c)

              	
                Not
      Applicable

              
	
                312(a)

              	
                6.1

              
	
                 

              	
                6.2(a)

              
	
                312(b)

              	
                6.2(c)

              
	
                312(c)

              	
                6.2(c)

              
	
                313(a)

              	
                6.4(a)

              
	
                313(b)

              	
                6.4(b)

              
	
                313(c)

              	
                6.4(a)

              
	
                 

              	
                6.4(b)

              
	
                313(d)

              	
                6.4(c)

              
	
                314(a)

              	
                6.3(a)

              
	
                314(b)

              	
                Not
      Applicable

              
	
                314(c)

              	
                15.7

              
	
                314(d)

              	
                Not
      Applicable

              
	
                314(e)

              	
                15.7

              
	
                314(f)

              	
                Not
      Applicable

              
	
                315(a)

              	
                9.1(a)

              
	
                 

              	
                9.3

              
	
                315(b)

              	
                9.2

              
	
                315(c)

              	
                9.1(a)

              
	
                315(d)

              	
                9.1(b)

              
	
                315(e)

              	
                7.7

              
	
                316(a)

              	
                1.1

              
	 
      	
                7.6

              
	
                316(b)

              	
                7.4(b)

              
	
                316(c)

              	
                10.1(b)

              
	
                317(a)

              	
                7.2

              
	
                317(b)

              	
                5.3

              
	
                318(a)

              	
                15.9

              


      

    

     

     

    Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be a part of
the Indenture.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    INDENTURE

     

    INDENTURE,
dated as of July 7, 2008, between Capitol Bancorp Ltd., a Michigan corporation
(the “Company”) and Wells Fargo Bank, N.A., as trustee (the
“Trustee”);

     

    RECITALS

     

    WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of securities to be
known as its 10.50% Junior Subordinated Debentures due 2038 (hereinafter
referred to as the “Debentures”), the form and substance of such Debentures and
the terms, provisions and conditions thereof to be set forth as provided in this
Indenture;

     

    WHEREAS,
Capitol Trust XII, a Delaware statutory trust (the “Trust”), has offered to the
public up to $38,525,000 aggregate liquidation amount of its Preferred
Securities (as defined herein) and proposes to invest the proceeds from such
offering, together with the proceeds of the issuance and sale by the Trust to
the Company of up to $1,191,510 aggregate liquidation amount of its Common
Securities (as defined herein), in up to $39,716,510 aggregate principal amount
of the Debentures;

     

    WHEREAS,
the Company has requested that the Trustee execute and deliver this
Indenture;

     

    WHEREAS,
all requirements necessary to make this Indenture a valid instrument in
accordance with its terms, and to make the Debentures, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been performed, and the execution and delivery of this
Indenture have been duly authorized in all respects;

     

    WHEREAS,
to provide the terms and conditions upon which the Debentures are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

     

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

     

    NOW,
THEREFORE, in consideration of the premises and the purchase of the Debentures
by the holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the holders of the Debentures:

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


                                   
ARTICLE
I                                

     

    DEFINITIONS

     

    SECTION
1.1   DEFINITIONS
OF TERMS.

     

    The terms
defined in this Section 1.1 (except as in this Indenture 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 and shall include the plural as well as
the singular. All other terms used in this Indenture that are defined in the
Trust Indenture Act, or that are by reference in the Trust Indenture Act defined
in the Securities Act (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in the Trust Indenture Act and in the Securities Act as in force at the date of
the execution of this instrument. All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with Generally Accepted Accounting Principles.

     

    “180-Day
Period” shall have the meaning set forth in Section 3.2.

     

     “Accelerated
Maturity Date” means if the Company elects to accelerate the Maturity Date in
accordance with Section 2.2(b), the date selected by the Company which is prior
to the Scheduled Maturity Date, but is after September 30, 2013.

     

    “Additional
Interest” shall have the meaning set forth in Section 2.5(c).

     

    “Additional
Junior Indebtedness” means, without duplication, (A) any indebtedness,
liabilities or obligations of the Company, or any Affiliate of the Company,
under debt securities (or guarantees in respect of debt securities) initially
issued 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) or other financing vehicle of the Company or any Affiliate of the Company
in connection with the issuance by that entity of preferred securities or other
securities that are intended to qualify for Tier 1 capital treatment (or the
then equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Company, other than the
Debentures; 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 of the Federal Reserve,
and (B) any indebtedness, liabilities or obligations of the Company, or any
Affiliate of the Company, that is junior or otherwise subordinate in right of
payment to Senior Indebtedness of the Company and that has a maturity or is
otherwise due and payable by the Company on a date twelve (12) months or more
after its date of original issuance, other than the Debentures.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Additional
Senior Obligations” means all indebtedness of the Company whether incurred on or
prior to the date of this Indenture or thereafter incurred, for claims in
respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements; provided, however, that
Additional Senior Obligations does not include claims in respect of Senior Debt
or Subordinated Debt or obligations which, by their terms, are expressly stated
to be not superior in right of payment to the Debentures or to rank pari passu
in right of payment with the Debentures. For purposes of this definition,
“claim” shall have the meaning assigned thereto in Section 101(5) of the United
States Bankruptcy Code of 1978, as amended.

     

    “Administrative
Trustees” shall have the meaning set forth in the Trust Agreement.

     

    “Affiliate”
means, with respect to a specified Person: (a) any Person directly or indirectly
owning, controlling or holding with power to vote 10% or more of the outstanding
voting securities or other ownership interests of the specified Person; (b) any
Person 10% or more of whose outstanding voting securities or other ownership
interests are directly or indirectly owned, controlled or held with power to
vote by the specified Person; (c) any Person directly or indirectly controlling,
controlled by, or under common control with the specified Person; (d) a
partnership in which the specified Person is a general partner; (e) any officer
or director of the specified Person; and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer, director or
general partner.

     

    “Authenticating
Agent” means an authenticating agent with respect to the Debentures appointed by
the Trustee pursuant to Section 2.12.

     

    “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 of the Company or any duly authorized
committee of such board or any other duly 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.

     

    “Business
Day” means, with respect to the Debentures, any day other than a Saturday or a
Sunday or a day on which federal or state banking institutions in New York, New
York are authorized or required by law, executive order or regulation to close,
or a day on which the Corporate Trust Office of the Trustee or the Property
Trustee is closed for business.

     

    “Capital
Treatment Event” means the receipt by the Company and the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized national bank regulatory
practice, 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 thereof or
therein, or as a result of any official or

     

     

    
      
        
        

      

      
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    administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
of impairment of the Company’s ability to treat the Preferred Securities (or any
substantial portion thereof) as Tier 1 capital (or the then equivalent thereof),
for purposes of the capital adequacy guidelines of the Federal Reserve, as then
in effect and applicable to the Company; provided, however, that the Trust or
the Company shall have requested and received such an Opinion of Counsel with
regard to such matters within a reasonable period of time after the Trust or the
Company shall have become aware of the possible occurrence of any such event;
provided, however, that the inability of the Company to treat all or any portion
of the Liquidation Amount of the Preferred Securities as Tier 1 Capital shall
not constitute the basis for a Capital 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 now or may hereafter accord Tier 1 Capital treatment in excess
of the amount which may qualify for treatment as Tier 1 Capital under applicable
capital adequacy guidelines of the Federal Reserve; provided, further, however,
that the distribution of Debentures in connection with the dissolution of the
Trust shall not in and of itself constitute a Capital Treatment
Event.

     

    “Certificate”
means a certificate signed by the principal executive officer, the principal
financial officer, the principal accounting officer, the treasurer or any vice
president of the Company. The Certificate need not comply with the provisions of
Section 15.7.

     

    “Change
in 1940 Act Law” shall have the meaning set forth in the definition of
“Investment Company Event.”

     

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

     

    “Commission”
means the Securities and Exchange Commission.

     

    “Common
Securities” means undivided beneficial interests in the assets of the Trust
which rank pari passu with the Preferred Securities; provided, however, that
upon the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Preferred
Securities.

     

    “Company”
means Capitol Bancorp Ltd., a corporation duly organized and existing under the
laws of the State of Michigan, and, subject to the provisions of Article XII,
shall also include its successors and assigns.

     

    “Compounded
Interest” shall have the meaning set forth in Section 4.1.

     

    “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at 919 North Market Street, Suite 1600, Wilmington,
Delaware 19801, Attention:  Corporate Trust Services.

     

     

    
      
        
        

      

      
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    “Coupon
Rate” shall have the meaning set forth in Section 2.5(a).

     

    “Custodian”
means any receiver, trustee, assignee, liquidator, or similar official under any
Bankruptcy Law.

     

    “Debentures”
shall have the meaning set forth in the Recitals hereto.

     

    “Debentureholder,”
“holder of Debentures,” “registered holder,” or other similar term, means the
Person or Persons in whose name or names a particular Debenture shall be
registered on the books of the Company or the Trustee kept for that purpose in
accordance with the terms of this Indenture.

     

    “Debenture
Register” shall have the meaning set forth in Section 2.7(b).

     

    “Debenture
Registrar” shall have the meaning set forth in Section 2.7(b).

     

    “Debt”
means with respect to any Person, whether recourse is to all or a portion of the
assets of such Person and whether or not contingent, (i) every obligation of
such Person for money borrowed; (ii) every obligation of such Person evidenced
by bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of such Person with respect to letters of
credit, bankers’ acceptances or similar facilities issued for the account of
such Person; (iv) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business); (v)
every capital lease obligation of such Person; and (vi) every obligation of the
type referred to in clauses (i) through (v) of another Person and all dividends
of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable, directly or indirectly, as obligor or
otherwise.

     

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

     

    “Deferred
Interest” shall have the meaning set forth in Section 4.1.

     

    “Direct
Action” shall have the meaning set forth in Section 7.8.

     

    “Dissolution
Event” means that as a result of the occurrence and continuation of a Special
Event, the Trust is to be dissolved in accordance with the Trust Agreement and
the Debentures held by the Property Trustee are to be distributed to the holders
of the Trust Securities issued by the Trust pro rata in accordance with the
Trust Agreement.

     

    “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

     

    “Event of
Default” means, with respect to the Debentures, any event specified in Section
7.1, which has continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

     


    
      
         


      

      
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    “Exchange
Act,” means the Securities Exchange Act of 1934, as amended, as in effect at the
date of execution of this Indenture.

     

    “Extended
Interest Payment Period” shall have the meaning set forth in Section
4.1.

     

    “Federal
Reserve” means the Board of Governors of the Federal Reserve
System.

     

    “Generally
Accepted Accounting Principles” means such accounting principles as are
generally accepted at the time of any computation required
hereunder.

     

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

     

    “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.

     

    “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.

     

    “Interest
Payment Date,” when used with respect to any installment of interest on the
Debentures, means the date specified in the Debenture or in an indenture
supplemental hereto with respect to the Debentures as the fixed date on which an
installment of interest with respect to the Debentures is due and
payable.

     

    “Investment
Company Act,” means the Investment Company Act of 1940, as amended, as in effect
at the date of execution of this Indenture.

     

    “Investment
Company Event” means the receipt by the Trust and the Company of an Opinion of
Counsel, rendered by a law firm having a recognized national tax and securities
law practice, to the effect that, as a result of the occurrence of a change in
law or regulation or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a “Change in 1940 Act Law”), the Trust is or shall be considered an
“investment company” that is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of original issuance of the Preferred Securities

     

    
      
        
        

      

      
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    under the
Trust Agreement; provided, however, that the Trust or the Company shall have
requested and received such an Opinion of Counsel with regard to such matters
within a reasonable period of time after the Trust or the Company shall have
become aware of the possible occurrence of any such event.

     

    “Maturity
Date” means the date on which the Debentures mature and on which the principal
shall be due and payable together with all accrued and unpaid interest thereon
including Compounded Interest and Additional Interest, if any.

     

    “Ministerial
Action” shall have the meaning set forth in Section 3.2.

     

    “Officers’
Certificate” means a certificate signed by the President or an Executive Vice
President and by the Chief Financial Officer or the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 15.7, if and to
the extent required by the provisions thereof.

     

    “Opinion
of Counsel” means an opinion in writing of independent, outside legal counsel
for the Company that is delivered to the Trustee in accordance with the terms
hereof. Each such opinion shall include the statements provided for in Section
15.7, if and to the extent required by the provisions thereof.

     

    “Outstanding,”
when used in reference to the Debentures, means, subject to the provisions of
Section 10.4, as of any particular time, all Debentures theretofore
authenticated and delivered by the Trustee under this Indenture, except (a)
Debentures theretofore canceled by the Trustee or any paying agent, or delivered
to the Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Debentures or portions thereof for the payment or redemption of
which moneys or Governmental Obligations 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 of such Debentures are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
III provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and (c) Debentures in lieu of or in substitution for which
other Debentures shall have been authenticated and delivered pursuant to the
terms of Section 2.7; provided, however, that in determining whether the holders
of the requisite percentage of Debentures have given any request, notice,
consent or waiver hereunder, Debentures held by the Company or any Affiliate of
the Company shall not be included to the extent set forth in Section 10.4
hereof; provided, further, that the Trustee shall be protected in relying upon
any request, notice, consent or waiver unless a Responsible Officer of the
Trustee shall have actual knowledge that the holder of such Debenture is the
Company or an Affiliate thereof.

     

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

     


    
      
         


      

      
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    “Predecessor
Debenture” means every previous Debenture evidencing all or a portion of the
same debt as that evidenced by such particular Debenture; and, for the purposes
of this definition, any Debenture authenticated and delivered under Section 2.9
in lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debenture.

     

    “Preferred
Securities” means the 10.50% Cumulative Trust Preferred Securities representing
undivided beneficial interests in the assets of the Trust which rank pari passu
with Common Securities issued by the Trust; provided, however, that upon the
occurrence of an Event of Default, the rights of holders of Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of holders of Preferred
Securities.

     

    “Preferred
Securities Guarantee” means any guarantee that the Company may enter into with a
trustee named therein or other Persons that operates directly or indirectly for
the benefit of holders of Preferred Securities.

     

    “Property
Trustee” has the meaning set forth in the Trust Agreement.

     

    “Redemption
Price” shall have the meaning set forth in Section 3.2.

     

    “Responsible
Officer” when used with respect to the Trustee means any officer within the
Corporate Trust Office of the Trustee with direct responsibility for the
administration of this Indenture, including any vice president, any trust
officer, any assistant secretary or any other officer or assistant officer of
the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

     

    “Scheduled
Maturity Date” means September 30, 2038.

     

    “Securities
Act,” means the Securities Act of 1933, as amended, as in effect at the date of
execution of this instrument.

     

    “Senior
Debt” means the principal of (and premium, if any) and interest, if any
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures, provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Company which when
incurred and without respect to any election under Section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the Company;
(ii) any Debt of the Company owed to any of its subsidiaries; (iii) Debt owed to
any employee of the Company; (iv) Debt which by its terms is subordinated
to trade accounts payable or accrued liabilities arising in the ordinary course
of business to the extent that payments made to the holders of such
Debt

     

     

    
      
        
        

      

      
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    by the
holders of the Debentures as a result of the subordination provisions of this
Indenture would be greater than they otherwise would have been as a result of
any obligation of such holders to pay amounts over to the obligees on such trade
accounts payable or accrued liabilities arising in the ordinary course of
business as a result of subordination provisions to which such Debt is subject;
and (v) Debt which constitutes Subordinated Debt.

     

    “Senior
Indebtedness” shall have the meaning set forth in Section 16.1.

     

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

     

    “Subordinated
Debt” means the principal of (and premium, if any) and interest, if any
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to Senior Debt of the Company (other than the Debentures); provided, however,
that Subordinated Debt will not be deemed to include (i) any Debt of the
Company which when incurred and without respect to any election under section
1111(b) of the United States Bankruptcy Code of 1978, as amended, was without
recourse to the Company, (ii) any Debt of the Company owed to any of its
subsidiaries, (iii) any Debt owed to any employee of the Company, (iv) any Debt
which by its terms is subordinated to trade accounts payable or accrued
liabilities arising in the ordinary course of business to the extent that
payments made to the holders of such Debt by the holders of the Debentures as a
result of the subordination provisions of this Indenture would be greater than
they otherwise would have been as a result of any obligation of such holders to
pay amounts over to the obligees on such trade accounts payable or accrued
liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject, (v) Debt which
constitutes Senior Debt and (vi) any Debt of the Company under debt securities
(and guarantees in respect of these debt securities) initially issued to any
trust, or a trustee of a trust, partnership or other entity affiliated with the
Company that is, directly or indirectly, a financing vehicle of the Company in
connection with the issuance by that entity of preferred securities or other
securities which are intended to qualify for Tier 1 capital
treatment.

     

    “Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be 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,
limited liability company, joint venture, trust or similar entity, at least a
majority of whose outstanding partnership or similar interests shall at the time
be owned by such Person, or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries; and (iii) any limited partnership of
which such Person or any of its Subsidiaries is a general partner.

     

    “Tax
Event” means the receipt by the Company and the Trust of an Opinion of Counsel,
rendered by a law firm having a recognized national tax and securities practice,
to the effect that, as a result of any amendment to, or change (including any
announced

     

     

    
      
        
        

      

      
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    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 or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Debentures under this Indenture, there is more than an insubstantial risk
that (i) the Trust is, or shall be within 90 days after the date of such Opinion
of Counsel, 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 after the date of such Opinion of
Counsel, shall not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (iii) the Trust is, or shall be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties, assessments or other governmental
charges; provided, however, that the Trust or the Company shall have requested
and received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware
of the possible occurrence of any of the events described in clauses (i) through
(iii) above.

     

    “Trust”
means Capitol Trust XII, a Delaware statutory trust.

     

    “Trust
Agreement” means the Amended and Restated Trust Agreement, dated as of July 7,
2008, of the Trust.

     

    “Trustee”
means Wells Fargo Bank, N.A. and, subject to the provisions of Article IX, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person.

     

    “Trust
Indenture Act,” means the Trust Indenture Act of 1939, as amended, subject to
the provisions of Sections 11.1, 11.2, and 12.1, as in effect at the date of
execution of this instrument.

     

    “Trust
Securities” means the Common Securities and Preferred Securities,
collectively.

     

    “Voting
Stock,” as applied to stock of any Person, 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.

     


    
      
         


      

      
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ARTICLE
II                                

     

    ISSUE,
DESCRIPTION, TERMS, CONDITIONS

    REGISTRATION
AND EXCHANGE OF THE DEBENTURES

     

    SECTION
2.1   DESIGNATION
AND PRINCIPAL AMOUNT.

     

    There is
hereby authorized Debentures designated the “10.50% Junior Subordinated
Debentures due 2038,” limited in aggregate principal amount to $39,716,510,
which amount shall be as set forth in any written order of the Company for the
authentication and delivery of Debentures pursuant to Section 2.6.

     

    SECTION
2.2   MATURITY.

     

    (a) The
Maturity Date shall be either:

     

    (i) the
Scheduled Maturity Date; or

     

    (ii) if the
Company elects to accelerate the Maturity Date to be a date prior to the
Scheduled Maturity Date in accordance with Section

    2.2(b),
the Accelerated Maturity Date.

     

    (b) The
Company may at any time before the day which is 90 days before the Scheduled
Maturity Date and after September 30, 2013, elect to shorten the Maturity Date
only once to the Accelerated Maturity Date provided that the Company has
received the prior approval of the Federal Reserve if then required under
applicable capital guidelines, policies or regulations of the Federal
Reserve.

     

    (c) If the
Company elects to accelerate the Maturity Date in accordance with Section
2.2(b), the Company shall give notice to the Trustee and the Trust (unless the
Trust is not the holder of the Debentures, in which case the Trustee will give
notice to the holders of the Debentures) of the acceleration of the Maturity
Date and the Accelerated Maturity Date at least 35 days and no more than 180
days before the Accelerated Maturity Date; provided, however, that nothing
provided in this Section 2.2 shall limit the Company’s rights, as provided in
Article III hereof, to redeem all or a portion of the Debentures at such time or
times on or after September 30, 2013, as the Company may so determine, or at any
time upon the occurrence of a Special Event.

     

    SECTION
2.3   FORM
AND PAYMENT.

     

    The
Debentures shall be issued in fully registered certificated form without
interest coupons. Principal and interest on the Debentures issued in
certificated form shall be payable, the transfer of such Debentures shall be
registrable and such Debentures shall be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the holder at such address as shall appear in the Debenture
Register or by wire transfer to an account maintained by the holder as specified
in the Debenture Register, provided that the holder provides proper transfer
instructions by the regular record date. Notwithstanding the foregoing, so long
as the

     

    
      
        
        

      

      
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    holder of
any Debentures is the Property Trustee, the payment of principal of and interest
(including Compounded Interest and Additional Interest, if any) on such
Debentures held by the Property Trustee shall be made by wire transfer at such
place and to such account as may be designated by the Property
Trustee.

     

    SECTION
2.4   INTENTIONALLY
LEFT BLANK. 

     

    SECTION
2.5   INTEREST.

     

    (a) Each
Debenture shall bear interest at the rate of 10.50% per annum (the “Coupon
Rate”) from the original date of issuance 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) on any overdue installment of
interest at the Coupon Rate, payable (subject to the provisions of Article IV)
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year (each, an “Interest Payment Date”), commencing on September 30, 2008 to the
Person in whose name such Debenture or any Predecessor Debenture is registered,
at the close of business on the regular record date for such interest
installment, which shall be the fifteenth day of the last month of the calendar
quarter.  Any interest payment not punctually paid or duly provided
for shall forthwith cease to be payable to the registered holder on such regular
record date and may be paid to the Person in whose name such Debenture or any
such Predecessor Debenture is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice thereof shall be fixed by the Trustee for the payment of such
defaulted interest and given to the registered holders of the Debentures not
less than 10 days prior to such special record date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or quotation system on or in which the Debentures may be
listed or quoted, and upon such notice as may be required by such exchange or
quotation system.

     

    (b) The
amount of interest payable for any period ending on or prior to March 31, 2038
shall be computed on the basis of a 360-day year of twelve 30-day months. The
amount of interest payable for any period commencing on or after March 31, 2038
shall be computed on the basis of a 360-day year and the actual number of days
elapsed during the relevant period. In the event that any date on which interest
is payable on the Debentures is not a Business Day, then payment of interest
payable on such date shall be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day (and
without any reduction of interest or any other payment in respect of any such
acceleration), in each case with the same force and effect as if made on the
date such payment was originally payable.

     

    (c) If, at
any time while the Property Trustee is the holder of any Debentures, the Trust
or the Property Trustee is required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States, or any other taxing authority, then, in any case, the
Company shall pay as additional interest (“Additional Interest”) on the
Debentures held

     

     

    
      
        
        

      

      
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    by the
Property Trustee, such additional amounts as shall be required so that the net
amounts received and retained by the Trust and the Property Trustee after paying
such taxes, duties, assessments or other governmental charges shall be equal to
the amounts the Trust and the Property Trustee would have received had no such
taxes, duties, assessments or other government charges been
imposed.

     

    SECTION
2.6   EXECUTION
AND AUTHENTICATIONS.

     

    (a) The
Debentures shall be signed on behalf of the Company by its President or one of
its Executive Vice Presidents or Chief Financial Officer or Treasurer, under its
corporate seal attested by its Secretary or one of its Assistant Secretaries.
Signatures may be in the form of a manual or facsimile signature. The Company
may use the facsimile signature of any Person who shall have been a President or
Executive Vice President thereof, or of any Person who shall have been a
Secretary or Assistant Secretary thereof, notwithstanding the fact that at the
time the Debentures shall be authenticated and delivered or disposed of such
Person shall have ceased to be the President or a Vice President, or the
Secretary or an Assistant Secretary, of the Company (and any such signature
shall be binding on the Company). The seal of the Company may be in the form of
a facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Debentures. The Debentures may contain such notations, legends
or endorsements required by law, stock exchange rule or usage. Each Debenture
shall be dated the date of its authentication by the Trustee.

     

    (b) A
Debenture shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature 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.

     

    (c) At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Debentures executed by the Company to the Trustee for
authentication, together with a written order of the Company for the
authentication and delivery of such Debentures signed by its President or any
Executive Vice President and its Chief Financial Officer or the Treasurer or any
Assistant Treasurer, and the Trustee in accordance with such written order shall
authenticate and deliver such Debentures.

     

    (d) 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 9.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture.

     

    (e) The
Trustee shall not be required to authenticate such Debentures if the issue of
such Debentures pursuant to this Indenture shall affect the Trustee’s own
rights, duties or immunities under the Debentures and this Indenture or
otherwise in a manner that is not reasonably acceptable to the
Trustee.

     

     

    
      
        
        

      

      
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    SECTION
2.7   REGISTRATION
OF TRANSFER AND EXCHANGE.

     

    (a) Debentures
may be exchanged upon presentation thereof at the office or agency of the
Company designated for such purpose, or at the office of the Debenture
Registrar, for other Debentures and for a like aggregate principal amount in
denominations of integral multiples of $10, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, all as provided
in this Section 2.7. In respect of any Debentures so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in exchange therefor the Debenture or Debentures that the
Debentureholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

     

    (b) The
Company shall keep, or cause to be kept, at its office or agency designated for
such purpose, or at the office of the Debenture Registrar or such other location
designated by the Company a register or registers (herein referred to as the
“Debenture Register”) in which, subject to such reasonable regulations as the
Debenture Registrar (as defined below) may prescribe, the Company shall register
the Debentures and the transfers of Debentures as in this Article II provided
and which at all reasonable times shall be open for inspection by the Trustee.
The registrar for the purpose of registering Debentures and transfer of
Debentures as herein provided shall initially be the Trustee and thereafter as
may be appointed by the Company as authorized by Board Resolution (the
“Debenture Registrar”). Upon surrender for transfer of any Debenture at the
office or agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Debenture or Debentures for a
like aggregate principal amount. All Debentures presented or surrendered for
exchange or registration of transfer, as provided in this Section 2.7, shall be
accompanied (if so required by the Company or the Debenture Registrar) by a
written instrument or instruments of transfer, in form satisfactory to the
Company or the Debenture Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney.  The provisions of Article IX
shall apply to the Trustee in its role as Debenture Registrar.

     

    (c) No
service charge shall be made for any exchange or registration of transfer of
Debentures, or issue of new Debentures in case of partial redemption, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, other than exchanges pursuant to
Section 2.8, Section 3.5(b) and Section 11.4 not involving any
transfer.

     

    (d) Neither
the Company nor the Trustee shall be required (i) to issue, exchange or register
the transfer of any Debentures during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the Outstanding Debentures and ending at the close of business on the
day of such mailing; nor (ii) to register the transfer of or exchange any
Debentures or portions thereof called for redemption.

     

    (e) Debentures
may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Indenture. Any transfer or

     

    
      
        
        

      

      
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    purported
transfer of any Debenture not made in accordance with this Indenture shall be
null and void.

     

    (f) Neither
the Trustee nor the Debenture Registrar shall be responsible for ascertaining
whether any transfer hereunder complies with the registration provisions of or
any exemptions from the Securities Act, applicable state securities laws or the
applicable laws of any other jurisdiction, ERISA, the Code or the Investment
Company Act; provided, that if a certificate is specifically required by the
express terms of this Section 2.7 to be delivered to the Trustee or the
Debenture Registrar by a holder or transferee of a Debenture, the Trustee and
the Debenture Registrar shall be under a duty to receive and examine the same to
determine whether or not the certificate substantially conforms on its face to
the requirements of this Indenture and shall promptly notify the party
delivering the same if such certificate does not comply with such
terms.

     

    SECTION
2.8   TEMPORARY
DEBENTURES.

     

    Pending
the preparation of definitive Debentures, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Debentures (printed,
lithographed, or typewritten). Such temporary Debentures shall be 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 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 like
effect, as the definitive Debentures. Without unnecessary delay the Company
shall execute and shall furnish definitive Debentures and thereupon any or all
temporary Debentures may be surrendered in exchange therefor (without charge to
the holders), at the office or agency of the Company designated for the purpose,
and the Trustee upon the written order of the Company shall authenticate and
such office or agency shall deliver in exchange for such temporary Debentures an
equal aggregate principal amount of definitive Debentures, unless the Company
advises the Trustee to the effect that definitive Debentures need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Debentures shall be entitled to the same benefits under
this Indenture as definitive Debentures authenticated and delivered
hereunder.

     

    SECTION
2.9   MUTILATED,
DESTROYED, LOST OR STOLEN DEBENTURES.

     

    (a) In case
any temporary or definitive Debenture shall become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the Company’s written order the Trustee (subject as aforesaid)
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, stolen or mutilated. 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 the applicant’s Debenture and of the ownership thereof.
The

     

     

    
      
        
        

      

      
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    Trustee
may authenticate any such substituted Debenture and deliver the same upon the
written request or authorization of the President or any Vice President and the
Chief Financial Officer or the Treasurer or any Assistant Treasurer 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 (including the
fees and expenses of the Trustee) connected therewith. In case any Debenture
that has matured or is about to mature 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 they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.

     

    (b) Every
replacement Debenture issued pursuant to the provisions of this Section 2.9
shall constitute an additional contractual obligation of the Company whether or
not the mutilated, destroyed, lost or stolen Debenture shall be found at any
time, or be enforceable by anyone, 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 the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debentures, and
shall preclude (to the extent lawful) 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
2.10   CANCELLATION.

     

    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 delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be canceled by it, and no Debentures shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. The Trustee shall dispose of canceled Debentures in accordance
with its standard procedures and deliver a certificate of disposition to the
Company. If the Company shall otherwise 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
delivered to the Trustee for cancellation.

     


    
      
         


      

      
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    SECTION
2.11   BENEFIT
OF INDENTURE.

     

    Nothing
in this Indenture or in the Debentures, express or implied, shall give or be
construed to give to any Person, other than the parties hereto, the Preferred
Securityholders pursuant to Section 7.8 and the holders of the Debentures (and,
with respect to the provisions of Article XVI, the holders of Senior
Indebtedness) any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto, the Preferred Securityholders pursuant to Section
7.8 and of the holders of the Debentures (and, with respect to the provisions of
Article XVI, the holders of Senior Indebtedness).

     

    SECTION
2.12   AUTHENTICATING
AGENT.

     

    (a) So long
as any of the Debentures remain Outstanding there may be an Authenticating Agent
for any or all such Debentures, which Authenticating Agent the Trustee shall
have the right to appoint. Said Authenticating Agent shall be authorized to act
on behalf of the Trustee to authenticate Debentures issued upon exchange,
transfer or partial redemption thereof, and Debentures so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. All references in
this Indenture to the authentication of Debentures by the Trustee shall be
deemed to include authentication by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall be an entity that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.

     

    (b) 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 (and
upon written request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

     

     

     

    
      
        
        

      

      
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ARTICLE
III                                

     

    REDEMPTION
OF DEBENTURES

     

    SECTION
3.1   REDEMPTION.

     

    Subject
to the Company having received prior approval of the Federal Reserve, if then
required under the applicable capital guidelines, policies or regulations of the
Federal Reserve, the Company may redeem the Debentures issued hereunder on and
after the dates set forth in and in accordance with the terms of this Article
III.

     

    SECTION
3.2   SPECIAL
EVENT REDEMPTION.

     

    Subject
to the Company having received the prior approval of the Federal Reserve, if
then required under the applicable capital guidelines, policies or regulations
of the Federal Reserve, if a Special Event has occurred and is continuing, then,
notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall
have the right upon not less than 30 days’ nor more than 60 days’ written notice
to the holders of the Debentures to redeem the Debentures, in whole or in part,
for cash within 180 days following either (i) upon the occurrence of such
Special Event (the “180-Day Period”) at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the “Redemption Price”), provided that if at the
time there is available to the Company the opportunity to eliminate, within the
180-Day Period, a Tax Event by taking some ministerial action (a “Ministerial
Action”), such as filing a form or making an election, or pursuing some other
similar reasonable measure which has no adverse effect on the Company, the Trust
or the holders of the Trust Securities issued by the Trust, the Company shall
pursue such Ministerial Action in lieu of redemption, and, provided further,
that the Company shall have no right to redeem the Debentures pursuant to this
Section 3.2 while it is pursuing any Ministerial Action pursuant to its
obligations hereunder, and, provided further, that, if it is determined that the
taking of a Ministerial Action would not eliminate the Tax Event within the
180-Day Period, the Company’s right to redeem the Debentures pursuant to this
Section 3.2 shall be restored and it shall have no further obligations to pursue
the Ministerial Action. The Redemption Price shall be paid prior to 12:00 p.m.
(noon), New York time, on the date of such redemption or such earlier time as
the Company determines, provided that the Company shall deposit with the Trustee
an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time,
on the date such Redemption Price is to be paid.

     

    SECTION
3.3   OPTIONAL
REDEMPTION BY COMPANY.

     

    (a) Subject
to the provisions of Section 3.3(c), except as otherwise may be specified in
this Indenture, the Company shall have the right to redeem the Debentures, in
whole or in part, from time to time, on or after September 30, 2013, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest thereon to the date of such redemption. Any
redemption pursuant to this Section 3.3(a) shall be made upon not less than 30
days’ nor more than 60 days’ written notice to the holder of the Debentures, at
the Redemption Price. If the Debentures are only partially redeemed pursuant to
this Section 3.3(a), the Debentures

     

     

    
      
        
        

      

      
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    shall be
redeemed pro rata or by lot or in such other manner as the Trustee shall deem
appropriate and fair in its discretion. The Redemption Price shall be paid prior
to 12:00 p.m. (noon), New York time, on the date of such redemption or at such
earlier time as the Company determines provided that the Company shall deposit
with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.,
New York time, on the date such Redemption Price is to be paid.

     

    (b) Subject
to the provisions of Section 3.3(c), the Company shall have the right to redeem
Debentures at any time and from time to time in a principal amount equal to the
Liquidation Amount (as defined in the Trust Agreement) of any Preferred
Securities purchased and beneficially owned by the Company, plus an additional
principal amount of Debentures equal to the Liquidation Amount (as defined in
the Trust Agreement) of that number of Common Securities that bears the same
proportion to the total number of Common Securities then outstanding as the
number of Preferred Securities to be redeemed bears to the total number of
Preferred Securities then outstanding. Such Debentures shall be redeemed
pursuant to this Section 3.3(b) only in exchange for and upon surrender by the
Company to the Property Trustee of the Preferred Securities and a proportionate
amount of Common Securities, whereupon the Property Trustee shall cancel the
Preferred Securities and Common Securities so surrendered and a Like Amount (as
defined in the Trust Agreement) of Debentures shall be extinguished by the
Trustee and shall no longer be deemed Outstanding.

     

    (c) If a
partial redemption of the Debentures would result in the delisting of the
Preferred Securities issued by the Trust from the New York Stock Exchange or any
other national securities exchange or other organization on which the Preferred
Securities are then listed or quoted, the Company shall not be permitted to
effect such partial redemption and may only redeem the Debentures in
whole.

     

    SECTION
3.4   NOTICE
OF REDEMPTION.

     

    (a) Except in
the case of a redemption pursuant to Section 3.3(b), in case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion of
the Debentures in accordance with the right reserved so to do, the Company
shall, or shall cause the Trustee to upon receipt of at least 45 days’ written
notice from the Company (which notice shall, in the event of a partial
redemption, include a representation to the effect that such partial redemption
will not result in the delisting of the Preferred Securities as described in
Section 3.3(c) above), give notice of such redemption to holders of the
Debentures to be redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days before the date fixed for redemption to
such holders at their last addresses as they shall appear upon the Debenture
Register unless a shorter period is specified in the Debentures to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder receives
the notice. In any case, failure duly to give such notice to the holder of any
Debenture designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Debentures. In the case of any redemption of Debentures prior to the
expiration of any restriction on such redemption provided in the terms of such
Debentures or elsewhere in this Indenture, the Company shall furnish
the

     

     

    
      
        
        

      

      
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    Trustee
with an Officers’ Certificate evidencing compliance with any such restriction.
Each such notice of redemption shall specify the date fixed for redemption and
the Redemption Price and shall state that payment of the Redemption Price shall
be made at the office or agency of the Company specified in such notice or at
the Corporate Trust Office of the Trustee, upon presentation and surrender of
such Debentures, that interest accrued to the date fixed for redemption shall be
paid as specified in said notice and that from and after said date interest
shall cease to accrue. If less than all the Debentures are to be redeemed, the
notice to the holders of the Debentures shall specify the particular Debentures
to be redeemed. If the Debentures are to be redeemed in part only, the notice
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the redemption date, upon surrender of such Debenture, a
new Debenture or Debentures in principal amount equal to the unredeemed portion
thereof shall be issued.

     

    (b) Except in
the case of redemption pursuant to Section 3.3(b), if less than all the
Debentures are to be redeemed, the Company shall give the Trustee at least 45
days’ notice in advance of the date fixed for redemption as to the aggregate
principal amount of Debentures to be redeemed, and thereupon the Trustee shall
select, pro rata or by lot or in such other manner as it shall deem appropriate
and fair in its discretion, the portion or portions (equal to $10 or any
integral multiple thereof) of the Debentures to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Debentures to be
redeemed, in whole or in part. The Company may, if and whenever it shall so
elect pursuant to the terms hereof, by delivery of instructions signed on its
behalf by its Chairman, its President or any Vice President, instruct the
Trustee or any paying agent to call all or any part of the Debentures for
redemption and to give notice of redemption in the manner set forth in this
Section 3.4, such notice to be in the name of the Company or its own name as the
Trustee or such paying agent may deem advisable. In any case in which notice of
redemption is to be given by the Trustee or any such paying agent, the Company
shall deliver or cause to be delivered to, or permit to remain with, the Trustee
or such paying agent, as the case may be, such Debenture Register, transfer
books or other records, or suitable copies or extracts therefrom, sufficient to
enable the Trustee or such paying agent to give any notice by mail that may be
required under the provisions of this Section 3.4.

     

    SECTION
3.5   PAYMENT
UPON REDEMPTION.

     

    (a) If the
giving of notice of redemption shall have been completed as-above provided, the
Debentures or portions of Debentures to be redeemed specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable Redemption Price, and interest on such Debentures or portions
of Debentures shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such Redemption Price with
respect to any such Debenture or portion thereof. On presentation and surrender
of such Debentures on or after the date fixed for redemption at the place of
payment specified in the notice, said Debentures shall be paid and redeemed at
the Redemption Price (but if the date fixed for redemption is an Interest
Payment Date, the interest installment payable on such date shall be payable to
the registered holder at the close of business on the applicable record date
pursuant to Section 2.5(a)).

     

     

    
      
        
        

      

      
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    (b) Upon
presentation of any Debenture that is to be redeemed in part only, the Company
shall execute and the Trustee shall, upon the written order of the Company,
authenticate and the office or agency where the Debenture is presented shall
deliver to the holder thereof, at the expense of the Company, a new Debenture of
authorized denomination in principal amount equal to the unredeemed portion of
the Debenture so presented.

     

    SECTION
3.6   NO
SINKING FUND.

     

    The
Debentures are not entitled to the benefit of any sinking fund.

     

                                    
ARTICLE
IV                                

     

    EXTENSION
OF INTEREST PAYMENT PERIOD

     

    SECTION
4.1   EXTENSION
OF INTEREST PAYMENT PERIOD.

     

    The
Company shall have the right, at any time and from time to time during the term
of the Debentures so long as no Event of Default has occurred and is continuing,
to defer payments of interest by extending the interest payment period of such
Debentures for a period not exceeding 20 consecutive quarters (the “Extended
Interest Payment Period”), during which Extended Interest Payment Period no
interest shall be due and payable; provided that no Extended Interest Payment
Period may extend beyond the Maturity Date or end on a date other than an
Interest Payment Date. To the extent permitted by applicable law, interest, the
payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, shall bear interest thereon at the
Coupon Rate compounded quarterly for each quarter of the Extended Interest
Payment Period (“Compounded Interest”). At the end of the Extended Interest
Payment Period, the Company shall calculate (and deliver such calculation to the
Trustee) and pay all interest accrued and unpaid on the Debentures, including
any Additional Interest and Compounded Interest (together, “Deferred Interest”).
Before the termination of any Extended Interest Payment Period, the Company may
further extend such period so long as no Event of Default has occurred and is
continuing, provided that such period together with all such further extensions
thereof shall not exceed 20 consecutive quarters, or extend beyond the Maturity
Date of the Debentures or end on a date other than an Interest Payment Date.
Upon the termination of any Extended Interest Payment Period and upon the
payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof.

     

    SECTION
4.2   NOTICE
OF EXTENSION.

     

    (a) If the
Property Trustee is the only registered holder of the Debentures at the time the
Company selects an Extended Interest Payment Period, the Company shall give
written notice to the Administrative Trustees, the Property Trustee and the
Trustee of its selection of such Extended Interest Payment Period two Business
Days before the regular record date (as such term is used in Section 2.5(a))
immediately

     

     

    
      
        
        

      

      
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    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 Extended
Interest Payment Period.

     

    (b) If the
Property Trustee is not the only holder of the Debentures at the time the
Company selects an Extended Interest Payment Period, the Company shall give the
holders of the Debentures and the Trustee written notice of its selection of
such Extended Interest Payment Period at least two Business Days before the
regular record date (as such term is used in Section 2.5(a)) 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 Extended Interest Payment Period.

     

    (c) The
quarter in which any notice is given pursuant to paragraphs (a) or (b) of this
Section 4.2 shall be counted as one of the 20 quarters permitted in the maximum
Extended Interest Payment Period permitted under Section 4.1.

     

                                        
ARTICLE
V                                

     

    PARTICULAR
COVENANTS OF THE COMPANY 

     

    SECTION
5.1   PAYMENT
OF PRINCIPAL AND INTEREST.

     

    The
Company shall duly and punctually pay or cause to be paid the principal of and
interest on the Debentures at the time and place and in the manner provided
herein. Each such payment of the principal of and interest on the Debentures
shall relate only to the Debentures, shall not be combined with any other
payment of the principal of or interest on any other obligation of the Company,
and shall be clearly and unmistakably identified as pertaining to the
Debentures.

     

    SECTION
5.2   MAINTENANCE
OF AGENCY.

     

    So long
as any of the Debentures remain Outstanding, the Company shall maintain, or
shall cause to be maintained, an office or agency in Lansing, Michigan and at
such other location or locations as may be designated as provided in this
Section 5.2, where (i) Debentures may be presented for payment; (ii) Debentures
may be presented as hereinabove authorized for registration of transfer and
exchange; and (iii) notices and demands to or upon the Company in respect of the
Debentures and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its President or an Executive Vice President and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and demands.
In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside of Lansing, Michigan where the
Debentures may be presented for registration or transfer and for exchange in the
manner provided herein, and the Company may from time to time 

     

    
      
        
        

      

      
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    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 Lansing,
Michigan for the purposes above mentioned. The Company shall give the Trustee
prompt written notice of any such designation or rescission
thereof.

     

    SECTION
5.3   PAYING
AGENTS.

     

    (a) The
Trustee shall be the initial paying agent. If the Company shall appoint one or
more paying agents for the Debentures, other than the Trustee, the Company shall
cause each such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section 5.3:

     

    (i) that it
shall hold all sums held by it as such agent for the payment of the principal of
or interest on the Debentures (whether such sums have been paid to it by the
Company or by any other obligor of such Debentures) in trust for the benefit of
the Persons entitled thereto;

     

    (ii) that it
shall give the Trustee notice of any failure by the Company (or by any other
obligor of such Debentures) to make any payment of the principal of or interest
on the Debentures when the same shall be due and payable;

     

    (iii) that it
shall, at any time during the continuance of any failure referred to in the
preceding paragraph (a)(ii) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent;
and

     

    (iv) that it
shall perform all other duties of paying agent as set forth in this
Indenture.

     

    (b) If the
Company shall act as its own paying agent with respect to the Debentures, it
shall on or before each due date of the principal of or interest on such
Debentures, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal or interest so
becoming due on Debentures until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Debentures)
to take such action. Whenever the Company shall have one or more paying agents
for the Debentures, it shall, prior to each due date of the principal of or
interest on any Debentures, deposit with the paying agent a sum sufficient to
pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest, and (unless
such paying agent is the Trustee) the Company shall promptly notify the Trustee
of this action or failure so to act.

     

    (c) Notwithstanding
anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in
trust as provided in this Section 5.3 is subject to the provisions of Section
13.3, 13.4, and 13.5; and (ii) the Company may at any time, for the purpose
of

     

     

    
      
        
        

      

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

     

    SECTION
5.4   APPOINTMENT
TO FILL VACANCY IN OFFICE OF TRUSTEE.

     

    The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint, in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

     

    SECTION
5.5   COMPLIANCE
WITH CONSOLIDATION PROVISIONS.

     

    The
Company shall 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 company unless the provisions of
Article XII hereof are complied with.

     

    SECTION
5.6   LIMITATION
ON TRANSACTIONS.

     

    If
Debentures are issued to the Trust or a trustee of the Trust in connection with
the issuance of Trust Securities by the Trust and (i) there shall have occurred
any event that would constitute an Event of Default; (ii) the Company shall be
in default with respect to any of its obligations under the Preferred Securities
Guarantee relating to the Trust; or (iii) the Company shall have given notice of
its election to defer payments of interest on such Debentures by extending the
interest payment period as provided in this Indenture and such period, or any
extension thereof, shall be continuing, then (a) the Company shall not declare
or pay any dividend on, make any distributions with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock (other than (A) dividends or distributions in common stock of the
Company, or any declaration of a non-cash dividend in connection with the
implementation of a shareholder rights plan, or the issuance of stock under any
such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (B) purchases of common stock of the Company related to the
rights under any of the Company’s benefit plans for its directors, officers or
employees, or (C) as a result of a reclassification of its capital stock); and
(b) the Company shall not make any payment of interest, principal or premium, if
any, or repay, repurchase or redeem any debt securities issued by the Company
which rank pari passu with or junior to the Debentures or make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any Subsidiary of the Company if such guarantee ranks pari passu with or junior
in interest to the Debentures; provided, however, that the Company may make
payments pursuant to its obligations under the Preferred Securities Guarantee;
and (c) the Company shall not redeem, purchase or acquire less than all of the
outstanding Debentures or any of the Preferred Securities.

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    SECTION
5.7   COVENANTS
AS TO THE TRUST.

     

    For so
long as such Trust Securities of the Trust remain outstanding, the Company shall
(i) maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any permitted successor of the Company under this
Indenture may succeed to the Company’s ownership of the Common Securities; (ii)
not voluntarily terminate, wind up or liquidate the Trust, except upon prior
approval of the Federal Reserve if then so required under applicable capital
guidelines, policies or regulations of the Federal Reserve and use its
reasonable efforts to cause the Trust (a) to remain a statutory trust (and to
avoid involuntary termination, winding up or liquidation), except in connection
with a distribution of Debentures, the redemption of all of the Trust Securities
of the Trust or certain mergers, consolidations or amalgamations, each as
permitted by the Trust Agreement and (b) to otherwise continue not to be treated
as an association taxable as a corporation or partnership for United States
federal income tax purposes; (iii) use its reasonable efforts to cause each
holder of Trust Securities to be treated as owning an individual beneficial
interest in the Debentures; and (iv) the Company, and any successor to the
Company, shall use commercially reasonable efforts to maintain the eligibility
of the Preferred Securities for quotation or listing on the New York Stock
Exchange, or any other national securities exchange, organization or automated
quotation system on which the Preferred Securities are then quoted or listed,
and shall use commercially reasonable efforts to keep the Preferred Securities
so quoted or listed for so long as the Preferred Securities remain outstanding.
In connection with the distribution of the Debentures to the holders of the
Preferred Securities issued by the Trust upon a Dissolution Event, the Company
shall use its commercially reasonable efforts to list such Debentures on the New
York Stock Exchange or on such other exchange, or quote on an automated
quotation system, as the Preferred Securities are then listed. For so long as
any Debentures remain outstanding, the Company shall fulfill all reporting and
filing obligations under the Exchange Act, as applicable to companies having a
class of securities registered under Section 12(b) or 12(g)
thereunder.

     

    SECTION
5.8   COVENANTS
AS TO PURCHASES.

     

    Except
upon the exercise by the Company of its right to redeem the Debentures pursuant
to Section 3.2 upon the occurrence and continuation of a Special Event or
pursuant to Section 3.3(a) or Section 3.3(b), prior to the Scheduled Maturity
Date, the Company shall not purchase any Debentures, in whole or in part, from
the Trust.

     

    SECTION
5.9   WAIVER
OF USURY, STAY OR EXTENSION LAWS.

     

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

     

     

    
      
        
        

      

      
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    SECTION
5.10   LIMITATION
ON ADDITIONAL JUNIOR INDEBTEDNESS.

     

    The
Company shall not, and it shall not cause or permit any Affiliate of the Company
to incur, issue or be obligated on any Additional Junior Indebtedness, either
directly or indirectly, by way of guarantee, suretyship or otherwise, other
than:

     

    (a) Additional
Junior Indebtedness that, by its terms, is expressly stated to be junior and
subordinate in all respects to the Debentures; or

     

    (b) Additional
Junior Indebtedness that, by its terms, is expressly stated to be pari passu and
rank equally in all respects with the Debentures; provided, however, that
neither the Company nor any of its Affiliates shall incur, issue or otherwise
become obligated on any Additional Junior Indebtedness pursuant to this Section
5.10(b) unless the quotient of “X” divided by “Y” is less than 0.60, where “X”
and “Y” are calculated as described in Section 5.10(c) and 5.10(d),
respectively.

     

    (c) As used
in Section 5.10(b), “X” means the sum of the following:

     

    (i) the
aggregate principal amount of the Debentures Outstanding at the time of the
proposed issuance of such Additional Junior Indebtedness pursuant to Section
5.10(b), plus

     

    (ii) the
aggregate liquidation amount or principal amount, as the case may be, of any
Additional Junior Indebtedness previously issued and outstanding at the time of
the proposed issuance of such Additional Junior Indebtedness pursuant to Section
5.10(b), excluding any such Additional Junior Indebtedness that, by its terms,
is expressly stated to be junior and subordinate in all respects to the
Debentures, plus

     

    (iii) the
aggregate liquidation amount or principal amount, as the case may be, of the
Additional Junior Indebtedness proposed to be issued or otherwise incurred
pursuant to Section 5.10(b), plus

     

    (iv) the
principal amount of any Senior Indebtedness of the Company outstanding at the
time of the proposed issuance of such Additional Junior Indebtedness pursuant to
Section 5.10(b) and that has a maturity or is otherwise due and payable by the
Company on a date twelve (12) months or more after the time of the proposed
issuance of such Additional Junior Indebtedness pursuant to Section
5.10(b).

     

    (d) As used
in Section 5.10(b), “Y” means the sum of the following:

     

    (i) the sum
of (x) the “common stockholders’ equity” of the Company, plus (y) the “perpetual
preferred stock” of the Company, plus (z) any “minority interest” in the common
and preferred stockholders’ equity accounts of a subsidiary of the Company, each
calculated on a consolidated basis and in accordance with Appendix A to Part 225
(Capital adequacy guidelines for bank-holding companies; risk-based measure) of
Federal Reserve Regulation Y (12 CFR Part 225, as amended,

     

    
      
        
        

      

      
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    as in
effect at the date of execution of this Indenture), without regard to
limitations therein with respect to the inclusion of perpetual preferred stock
or minority interest (in each case, whether cumulative or noncumulative) in Tier
1 capital, determined as of the last day of the month immediately preceding the
month during which the proposed issuance of the Additional Junior Indebtedness
pursuant to Section 5.10(b) is scheduled to occur (provided, however, that in no
event shall any portion of the Debentures, the Additional Junior Indebtedness or
the Senior Indebtedness described in Section 5.10(c) also be included in “Y”
under this Section 5.10(d)), plus

     

    (ii) any other
preferred stock of the Company that does not otherwise qualify as “perpetual
preferred stock” and is not included in clause (d)(i) above, plus

     

    (iii) the
aggregate liquidation amount or principal amount, as the case may be, of any
Additional Junior Indebtedness, which by its terms is expressly stated to be
junior and subordinate in all respects to the Debentures and which was
previously issued and outstanding at the time of the proposed issuance of such
Additional Junior Indebtedness pursuant to Section 5.10(b).

     

    (e) Notwithstanding
the foregoing, the limitations of this Section 5.10 shall not in any way
preclude the Company from merging with or into, or from acquiring or being
acquired by, another Person (including by way of merger, stock purchase or
acquisition of assets) that is not an Affiliate of the Company in an arm’s
length transaction entered into in good faith, even though the pro forma
consolidated balance sheet of the surviving Person immediately following the
consummation of such merger, or of the acquiror immediately following the
completion of such acquisition transaction, may include Additional Junior
Indebtedness in amounts in excess of amounts that would otherwise be permitted
by this Section 5.10; provided, however, that thereafter the limitations on
future incurrences of Additional Junior Indebtedness in this Section 5.10 shall
continue to apply to the Company (in the event that it is the surviving
corporation in such merger transaction or the acquiror in such acquisition
transaction) and shall apply to the other Person (in the event that it is the
surviving corporation in such merger transaction or the acquiror in such
acquisition transaction) whether or not such other Person is expressly made a
party hereto.

     

                                    
ARTICLE
VI                                

     

    DEBENTUREHOLDERS’
LISTS AND REPORTS

    BY THE
COMPANY AND THE TRUSTEE

     

    SECTION
6.1   COMPANY
TO FURNISH TRUSTEE NAMES AND ADDRESSES OF DEBENTUREHOLDERS.

     

    The
Company shall furnish or cause to be furnished to the Trustee (a) on a quarterly
basis on each regular record date (as described in Section 2.5(a)) a list, in
such form as the

     

    
      
        
        

      

      
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    Trustee
may reasonably require, of the names and addresses of the holders of the
Debentures as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the
Trustee by the Company (in the event the Company fails to provide such list on a
quarterly basis, the Trustee shall be entitled to rely on the most recent list
provided by the Company); 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; provided, however, that, in either case, no
such list need be furnished if the Trustee shall be the Debenture
Registrar.

     

    SECTION
6.2   PRESERVATION
OF INFORMATION COMMUNICATIONS WITH DEBENTUREHOLDERS.

     

    (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 contained
in the most recent list furnished to it as provided in Section 6.1 and as to the
names and addresses of holders of Debentures received by the Trustee in its
capacity as Debenture Registrar (if acting in such capacity).

     

    (b) The
Trustee may destroy any list furnished to it as provided in Section 6.1 upon
receipt of a new list so furnished.

     

    (c) Debentureholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Debentureholders with respect to their rights under this Indenture or
under the Debentures.

     

    SECTION
6.3   REPORTS
BY THE COMPANY.

     

    (a) The
Company covenants and agrees to file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

     

    (b) The
Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

     

    
      
        
        

      

      
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    (c) The
Company covenants and agrees to transmit by mail, first class postage prepaid,
or reputable overnight delivery service that provides for evidence of receipt,
to the Debentureholders, as their names and addresses appear upon the Debenture
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section 6.3 as may be
required by rules and regulations prescribed from time to time by the
Commission.

     

    SECTION
6.4   REPORTS
BY THE TRUSTEE.

     

    (a) On or
before July 15 of each year in which any of the Debentures are Outstanding, the
Trustee shall transmit by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register, a brief report dated as of the preceding May 15, if and to the extent
required under Section 313(a) of the Trust Indenture Act.

     

    (b) The
Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture
Act.

     

    (c) A copy of
each such report shall, at the time of such transmission to Debentureholders, be
filed by the Trustee with the Company, with each stock exchange upon which any
Debentures are listed (if so listed) and also with the Commission. The Company
agrees to notify the Trustee when any Debentures become listed on any stock
exchange.

     

                                            
ARTICLE
VII                                

     

    REMEDIES
OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF

    DEFAULT

     

    SECTION
7.1   EVENTS
OF DEFAULT.

     

    (a) Whenever
used herein with respect to the Debentures, “Event of Default” means any one or
more of the following events that has occurred and is continuing:

     

    (i) the
Company defaults in the payment of any installment of interest upon any of the
Debentures, as and when the same shall become due and payable, and continuance
of 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;

     

    (ii) the
Company defaults in the payment of the principal on the Debentures as and when
the same shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise;

     

    (iii) the
Company fails to observe or perform any other of its covenants or agreements
with respect to the Debentures for a period of 90 

     

    
      
        
        

      

      
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    days
after the date on which written notice of such failure, requiring the same to be
remedied and stating that such notice is a “Notice of Default” hereunder, shall
have been given to the Company by the Trustee, by registered or certified mail
or other commercially reasonable method, or to the Company and the Trustee by
the holders of at least 25% in principal amount of the Debentures at the time
Outstanding;

     

    (iv) the
Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case; (ii) consents to the entry of an order for relief against it in
an involuntary case; (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property; or (iv) makes a general assignment
for the benefit of its creditors;

     

    (v) a court
of competent jurisdiction enters an order under any Bankruptcy Law that (i) is
for relief against the Company in an involuntary case; (ii) appoints a Custodian
of the Company for all or substantially all of its property; or (iii) orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days; or

     

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

     

    (b) If an
Event of Default (other than an Event of Default specified in paragraph (i),
(ii), (iii) or (vi) of Section 7.1(a) above with respect to the Company) shall
occur and be continuing, unless the principal amount of all 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
such Debentureholders) may declare the principal of all the Debentures to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debentures.

     

    (c) If an
Event of Default specified in paragraph (iv) or (v) of Section 7.1(a) above with
respect to the Company occurs and is continuing, then the principal of all the
Debentures shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any holder, notwithstanding anything contained in this Indenture
or in the Debentures.

     

    (d) 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, the holders of
a

     

     

    
      
        
        

      

      
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    majority
in aggregate principal amount of the Debentures then Outstanding hereunder, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if: (i) the Company has paid or deposited with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Debentures and the principal of any and all Debentures that shall have
become due otherwise than by acceleration (with interest upon such principal,
and, to the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the
Debentures to the date of such payment or deposit) and the amount payable to the
Trustee under Section 9.7; and (ii) any and all Events of Default under this
Indenture, other than the nonpayment of principal on Debentures that shall not
have become due by their terms, shall have been remedied or waived as provided
in Section 7.6. No such rescission and annulment shall extend to or shall affect
any subsequent default or impair any right consequent thereon.

     

    (e) In case
the Trustee shall have proceeded to enforce any right with respect to Debentures
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 and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken.

     

    SECTION
7.2   COLLECTION
OF INDEBTEDNESS AND SUITS FOR

    ENFORCEMENT
BY TRUSTEE.

     

    (a) The
Company covenants that (1) in case it shall default in the payment of any
installment of interest on any of the Debentures, and such default shall have
continued for a period of 30 days; or (2) in case it shall default in the
payment of the principal of any of the Debentures when the same shall have
become due and payable, whether upon maturity of the Debentures or upon
redemption or upon declaration or otherwise, then, upon demand of the Trustee,
the Company shall 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
such Debentures for principal or interest, or both, as the case may be, with
interest upon the overdue principal and (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 the Trust, without duplication of any other amounts
paid to the Trust or trustee in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Debentures; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
9.7.

     

    (b) If the
Company shall fail to pay such amounts set forth in Section 7.2(a) forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action 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 other obligor
upon the Debentures and

     

    
      
        
        

      

      
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    collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Debentures, wherever
situated.

     

    (c) In case
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, the Trust, or the creditors or property of either, the Trustee shall
have power to intervene in such proceedings and take any action therein that may
be permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
holders of the Debentures allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 9.7; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of the Debentures to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Debentureholders, to first pay to the Trustee any amount due it under
Section 9.7.

     

    (d) All
rights of action and claims under this Indenture, or under any of the terms
established with respect to the Debentures, may be enforced by the Trustee
without the possession of any of such 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, after provision for payment
to the Trustee of any amounts due under Section 9.7, be for the ratable benefit
of the holders of the Debentures. 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 at
law or in equity or 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.
Nothing contained herein shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Debentureholder 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 Debentureholder in any such proceeding.

     

    SECTION
7.3   APPLICATION
OF MONEYS COLLECTED.

     

    Any
moneys or other assets collected or to be applied by the Trustee pursuant to
this Article VII with respect to the Debentures shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys or other assets on account of principal or interest,
upon presentation of the Debentures, and notation thereon of the payment, if
only partially paid, and upon surrender thereof if fully paid:

     

    
      
        
        

      

      
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    FIRST: To
the payment of costs and expenses of collection and of all other amounts payable
to the Trustee under Section 9.7;

     

    SECOND:
To the payment of all Senior Indebtedness of the Company actually known to the
Trustee if and to the extent required by Article XVI; and

     

    THIRD: To
the payment of the amounts then due and unpaid upon the Debentures for principal
and interest, in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Debentures for principal and interest,
respectively.

     

    SECTION
7.4   LIMITATION
ON SUITS.

     

    (a) Except as
set forth in this Indenture, no holder of any Debenture shall have any right by
virtue or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Debentures specifying such Event of Default, as hereinbefore
provided; (ii) the holders of not less than 25% in aggregate principal amount of
the Debentures then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (iv) 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; and (v) during such 60
day period, the holders of a majority in principal amount of the Debentures do
not give the Trustee a direction inconsistent with the request.

     

    (b) Notwithstanding
anything contained herein to the contrary or any other provisions of this
Indenture, the right of any holder of the Debentures to receive payment of the
principal of and interest on the Debentures, as therein provided, on or after
the respective due dates expressed in such Debenture (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, 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 of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such 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 7.4, each

     

    
      
        
        

      

      
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    and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     

    SECTION
7.5   RIGHTS
AND REMEDIES CUMULATIVE; DELAY OR OMISSION

    NOT
WAIVER.

     

    (a) Except as
otherwise provided in Section 2.9(b), all powers and remedies given by this
Article VII to the Trustee or to the Debentureholders 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 such Debentures.

     

    (b) No delay
or omission of the Trustee or of any holder of any of the Debentures to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or on acquiescence therein; and, subject to the
provisions of Section 7.4, every power and remedy given by this Article VII or
by law to the Trustee or the Debentureholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Debentureholders.

     

    SECTION
7.6   CONTROL
BY DEBENTUREHOLDERS.

     

    The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding, determined in accordance with Section 10.4, shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture. Subject to the provisions of
Section 9.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding 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 affected thereby,
determined in accordance with Section 10.4, may on behalf of the holders of all
of the Debentures waive any past default in the performance of any of the
covenants contained herein and its consequences, except (i) a default in the
payment of the principal of, or interest on, any of the Debentures as and when
the same shall become due by the terms of such Debentures otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal has been deposited with the
Trustee (in accordance with Section 7.1(c)); (ii) a default in the covenants
contained in Section 5.7; or (iii) in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the holder of each
Outstanding Debenture affected; provided, however, that if the Debentures are
held by the Trust or a trustee of the Trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in liquidation
preference 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

     

    
      
        
        

      

      
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    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 impair any
right consequent thereon.

     

    SECTION
7.7   UNDERTAKING
TO PAY COSTS.

     

    All
parties to this Indenture agree, and each holder of any Debentures by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 7.7 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders holding more than 10% in aggregate principal amount of the
Outstanding Debentures, or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of or interest on the Debentures, on
or after the respective due dates expressed in such Debenture or established
pursuant to this Indenture.

     

    SECTION
7.8   DIRECT
ACTION; RIGHT OF SET-OFF.

     

    In the
event that an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest on or principal of
the Debentures on an Interest Payment Date or Maturity Date, as applicable, then
a holder of Preferred Securities may institute a legal proceeding directly
against the Company for enforcement of payment to such holder of the principal
of or interest on such Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities of such holders (a
“Direct Action”). In connection with such Direct Action, the Company will have a
right of set-off under this Indenture to the extent of any payment actually made
by the Company to such holder of the Preferred Securities with respect to such
Direct Action.

     

                                          
ARTICLE
VIII                                

     

    FORM OF
DEBENTURE AND ORIGINAL ISSUE SECTION 

     

    SECTION
8.1   FORM
OF DEBENTURE.

     

    The
Debenture and the Trustee’s Certificate of Authentication to be endorsed thereon
are to be substantially in the forms contained in Exhibit A to this Indenture,
attached hereto and incorporated herein by reference.

     


    
      
         


      

      
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    SECTION
8.2   ORIGINAL
ISSUE OF DEBENTURES.

     

    Debentures
in the aggregate principal amount of $34,536,090 may, upon execution of this
Indenture, be executed by the Company and delivered to the Trustee for
authentication. If the Underwriters exercise their Option and there is an Option
Closing Date (as such terms are defined in the Underwriting Agreement, dated
June 30, 2008, by and among the Company, the Trust, and Howe Barnes Hoefer &
Arnett, Inc., as Representative of the several Underwriters named therein) then,
on such Option Closing Date, Debentures in the additional aggregate principal
amount of up to $5,180,420 may be executed by the Company and delivered to the
Trustee for authentication. The Trustee shall thereupon authenticate and deliver
said Debentures to or upon the written order of the Company, signed by its
President or any Vice President and its Chief Financial Officer or the Treasurer
or an Assistant Treasurer, without any further action by the
Company.

     

                                  
ARTICLE
IX                                

     

    CONCERNING
THE TRUSTEE

     

    SECTION
9.1   CERTAIN
DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

     

    (a) The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default that may have occurred, shall undertake to perform with
respect to the Debentures such duties and only such duties as are specifically
set forth in this Indenture, and no implied duties, obligations or covenants
shall be read into this Indenture against the Trustee. In case an Event of
Default has occurred that 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 its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     

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

     

    (i) prior to
the occurrence of an Event of Default and after the curing or waiving of all
such Events of Default that may have occurred:

     

    (1) the
duties and obligations of the Trustee shall with respect to the Debentures be
determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable with respect to the Debentures except for the performance of
such duties and obligations 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 with respect to
the Debentures conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any

     

    
      
        
        

      

      
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    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 that by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform on their face to the requirements of this Indenture;

     

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

     

    (iii) the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of not
less than a majority in principal amount of the Debentures at the time
Outstanding 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 with respect to the Debentures;
and

     

    (iv) 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 reasonable ground for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
9.1.  To the extent that, at law or in equity, the Trustee has duties
and liabilities relating to the Debentureholders, the Trustee shall not be
liable to any Debentureholder or any holder of the Preferred Securities for the
Trustee’s good faith reliance on the provisions of this
Indenture.  The provisions of this Indenture, to the extent that they
restrict the duties and liabilities of the Trustee otherwise existing at law or
in equity, are agreed by the Company, the Debentureholders and the holders of
the Preferred Securities, to replace such other duties and liabilities of the
Trustee.

     

    (c) The
Trustee shall not, and shall not be deemed to, owe any fiduciary duty to the
holders of any of the Trust Securities issued by the Trust and shall not be
liable to any such holder (other than for the willful misconduct or negligence
of the Trustee) if the Trustee in good faith (i) pays over or distributes to a
registered holder of the Debentures or to the Company or to any other Person,
cash, property or securities to which such holders of such Trust Securities
shall be entitled or (ii) takes any action or omits to take any action at the
request of the holder of such Debenture. Nothing in this paragraph shall affect
the obligation of any other such Person to hold such payment for the benefit of,
and to pay such amount over to, such holders of Preferred Securities or Common
Securities or their representatives.

     

     

    
      
        
        

      

      
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    SECTION
9.2   NOTICE
OF DEFAULTS.

     

    Within 90
days after actual knowledge by a Responsible Officer of the Trustee of the
occurrence of any default hereunder with respect to the Debentures, the Trustee
shall transmit by mail to all holders of the Debentures, as their names and
addresses appear in the Debenture Register, notice of such default, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal or interest (including any
Additional Interest) on any Debenture, the Trustee shall be fully protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of the directors and/or Responsible Officers of
the Trustee determines in good faith that the withholding of such notice is in
the interests of the holders of such Debentures; and provided, further, that in
the case of any default of the character specified in Section 7.1(a)(3), no such
notice to holders of Debentures need be sent until at least 30 days after the
occurrence thereof. For the purposes of this Section 9.2, the term “default”
means any event which is, or after notice or lapse of time or both, would
become, an Event of Default with respect to the Debentures.

     

    SECTION
9.3   CERTAIN
RIGHTS OF TRUSTEE.

     

    Except as
otherwise provided in Section 9.1:

     

    (a) The
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security 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 a Board Resolution or an instrument signed in the name
of the Company by its President or any Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer thereof (unless
other evidence in respect thereof is specifically prescribed
herein);

     

    (c) The
Trustee shall not be deemed to have knowledge of a default or an Event of
Default, other than an Event of Default specified in Section 7.1(a)(i); or (ii),
unless and until it receives written notification of such Event of Default from
the Company or by holders of at least 25% of the aggregate principal amount of
the Debentures at the time Outstanding;

     

    (d) The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted hereunder in good faith and
in reliance thereon;

     

    (e) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Debentureholders or holders of the Preferred Securities, pursuant to the
provisions of

     

    
      
        
        

      

      
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    this
Indenture, unless such Debentureholders (or holders of the Preferred Securities)
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses (including attorneys fees and expenses) and liabilities that may
be incurred therein or thereby, including reasonable advances as may be
requested by the Trustee; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default (that has
not been cured or waived) to exercise with respect to the Debentures such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs;

     

    (f) The
Trustee shall not be liable for any action taken or omitted to be taken 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;

     

    (g) 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, security, or other papers or
documents, unless requested in writing so to do by the holders of not less than
a majority in principal amount of the Outstanding Debentures (determined as
provided in Section 10.4); 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 costs, expenses or liabilities as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Company or, if
paid by the Trustee, shall be repaid by the Company upon demand;
and

     

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

     

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

     

    
      
        
        

      

      
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    Trustee
shall have no liability except for its own negligence, bad faith or willful
misconduct.

     

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

     

    (k) Except as
otherwise expressly provided by this Indenture, the Trustee shall not be under
any obligation to take any action that is discretionary under the provisions of
this Indenture.

     

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

     

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

     

    (n) In the
event that the Trustee is also acting as paying agent, authenticating agent
or Debenture Registrar hereunder, the rights and protections afforded to
the Trustee pursuant to this Article IX shall also be afforded such paying
agent, authenticating agent, or Debenture Registrar.

     

    SECTION
9.4   TRUSTEE
NOT RESPONSIBLE FOR RECITALS, ETC.

     

    (a) The
Recitals contained herein and in the Debentures shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same.

     

    (b) The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debentures.

     

    (c) The
Trustee shall not be accountable for the use or application by the Company of
any of the Debentures or of the proceeds of such Debentures, or for the use or
application of any moneys paid over by the Trustee in accordance with
any

     

    
      
        
        

      

      
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    provision
of this Indenture, or for the use or application of any moneys received by any
paying agent other than the Trustee.

     

    SECTION
9.5   MAY
HOLD DEBENTURES.

     

    The
Trustee or any paying agent, authenticating agent or Debenture Registrar for the
Debentures, in its individual or any other capacity, may become the owner or
pledgee of Debentures and may otherwise deal with the Company with the same
rights it would have if it were not Trustee, paying agent, authenticating agent
or Debenture Registrar.

     

    SECTION
9.6   MONEYS
HELD IN TRUST.

     

    Subject
to the provisions of Section 13.5, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder except such as it may agree with the
Company to pay thereon.

     

    SECTION
9.7   COMPENSATION
AND REIMBURSEMENT.

     

    (a) The
Company covenants and agrees to pay to the Trustee, and the Trustee shall be
entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), as the Company and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
shall 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 agents and of all Persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Company also covenants to
indemnify the Trustee (and its officers, agents, shareholders, managers,
directors and employees) for, and to hold it harmless against, any loss, damage,
claim, liability or expense incurred without negligence or bad faith on the part
of the Trustee and arising out of or in connection with the acceptance or
administration of this trust or the performance of the Trustee’s duties
hereunder, including the costs and expenses of defending itself against any
claim of liability in the premises.

     

    (b) The
obligations of the Company under this Section 9.7 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. Such lien
shall survive the satisfaction and discharge of this Indenture or the
resignation and removal of the Trustee.

     

     

    
      
        
        

      

      
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    (c) The
obligations of the Company under this Section 9.7 shall survive the
satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

     

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

     

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

     

    SECTION
9.8   RELIANCE
ON OFFICERS’ CERTIFICATE.

     

    Except as
otherwise provided in Section 9.1, 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 suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith 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 bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

     

    SECTION
9.9   DISQUALIFICATION:
CONFLICTING INTERESTS.

     

    If the
Trustee has or shall acquire any “conflicting interest” within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

     

    SECTION
9.10   CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.

     

    There
shall at all times be a Trustee with respect to the Debentures issued hereunder
which shall at all times be a corporation or national banking association
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 permitted to act as trustee by the Commission, authorized under
such laws to exercise trust powers, having (or having a parent that has) a
combined capital and surplus of at least $50,000,000, 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 9.10, 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. The
Company may not, nor may any Person directly or

     

    
      
        
        

      

      
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    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 9.10, the Trustee shall resign
immediately in the manner and with the effect specified in Section
9.11.

     

    SECTION
9.11   RESIGNATION
AND REMOVAL; APPOINTMENT OF

    SUCCESSOR.

     

    (a) The
Trustee or any successor hereafter appointed, may at any time resign with
respect to the Debentures by giving written notice thereof to the Company, and
by transmitting notice of resignation by mail, first class postage prepaid, to
the Debentureholders, as their names and addresses appear upon the Debenture
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Debentures by written instrument, in
duplicate, executed by order of the 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, the resigning Trustee may, at the Company’s expense, petition any
court of competent jurisdiction for the appointment of a successor trustee with
respect to Debentures, or any Debentureholder who has been a bona fide holder of
a Debenture or Debentures for at least six months may, subject to the provisions
of Sections 9.9 and 9.10, 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 one of the following shall occur

     

    (i) the
Trustee shall fail to comply with the provisions of Section 9.9 after written
request therefor by the Company or by any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six months;
or

     

    (ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section
9.10 and shall fail to resign after written request therefor by the Company or
by any such Debentureholder; or

     

    (iii) the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, 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 with respect to all Debentures
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 Sections 9.9 and 9.10, unless the Trustee’s duty to resign is
stayed as provided herein, the Trustee or any

     

    
      
        
        

      

      
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    Debentureholder
who has been a bona fide holder of a Debenture or Debentures for at least six
months may, on behalf of that holder and all others similarly situated,
petition, at the expense of the Company, 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 a successor trustee.

     

    (c) The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding may at any time remove the Trustee by so notifying the Trustee
and the Company and may appoint a successor Trustee with the consent of the
Company.

     

    (d) Any
resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Debentures pursuant to any of the provisions of this Section
9.11 shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 9.12.

     

    (e) Any
successor trustee appointed pursuant to this Section 9.11 may be appointed with
respect to the Debentures, and at any time there shall be only one Trustee with
respect to the Debentures.

     

    SECTION
9.12   ACCEPTANCE
OF APPOINTMENT BY SUCCESSOR.

     

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

     

    (b) Upon
request of any successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in paragraph
(a) of this Section 9.12.

     

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

     

    (d) Upon
acceptance of appointment by a successor trustee as provided in this Section
9.12, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first class postage prepaid, to the Debentureholders, as
their

     

    
      
        
        

      

      
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    names and
addresses appear upon the Debenture Register. If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the
expense of the Company.

     

    SECTION
9.13   MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION

    TO
BUSINESS.

     

    Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such Person shall be qualified under the provisions of
Section 9.9 and eligible under the provisions of Section 9.10, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Debentures
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Debentures.

     

    SECTION
9.14   PREFERENTIAL
COLLECTION OF CLAIMS AGAINST THE COMPANY.

     

    The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

     

                                        
ARTICLE
X                                

     

    CONCERNING
THE DEBENTUREHOLDERS 

     

    SECTION
10.1   EVIDENCE
OF ACTION BY HOLDERS.

     

    (a) Whenever
in this Indenture it is provided that the holders of a majority or 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 majority or specified percentage
have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by such holders of Debentures in Person or
by agent or proxy appointed in writing.

     

    (b) If the
Company shall solicit from the Debentureholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers’ Certificate, fix in advance a
record date for the determination of Debentureholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request,

     

     

    
      
        
        

      

      
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    demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Debentureholders of record at the
close of business on the record date shall be deemed to be Debentureholders for
the purposes of determining whether Debentureholders 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, 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 Debentureholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

     

    SECTION
10.2   PROOF
OF EXECUTION BY DEBENTUREHOLDERS.

     

    Subject
to the provisions of Section 10.1, proof of the execution of any instrument by a
Debentureholder (such proof shall not require notarization) or such
Debentureholder’s agent or proxy and proof of the holding by any Person of any
of the Debentures shall be sufficient if made in the following
manner:

     

    (a) The fact
and date of the execution by any such Person of any instrument may be proved in
any reasonable manner acceptable to the Trustee.

     

    (b) The
ownership of Debentures shall be proved by the Debenture Register of such
Debentures or by a certificate of the Debenture Registrar thereof.

     

    (c) The
Trustee may require such additional proof of any matter referred to in this
Section 10.2 as it shall deem necessary.

     

    SECTION
10.3   WHO
MAY BE DEEMED OWNERS.

     

    Prior to
the due presentment for registration of transfer of any Debenture, the Company,
the Trustee, any paying agent, and any Debenture Registrar may deem and treat
the Person in whose name such Debenture shall be registered upon the books of
the Company as the absolute owner of such Debenture (whether or not such
Debenture shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal of and interest
on such Debenture (subject to Section 2.3) and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Debenture
Registrar shall be affected by any notice to the contrary.

     

    SECTION
10.4   CERTAIN
DEBENTURES OWNED BY COMPANY DISREGARDED.

     

    In
determining whether the holders of the requisite aggregate principal amount of
Debentures have concurred in any direction, consent or waiver under this
Indenture, the Debentures that are owned by the Company or any other obligor on
the Debentures or by an Affiliate of 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, except (i) that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that the Trustee actually knows

     

    
      
        
        

      

      
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    are so
owned shall be so disregarded; and (ii) for purposes of this Section 10.4, the
Trust shall be deemed not to be controlled by the Company. The Debentures so
owned that have been pledged in good faith may be regarded as Outstanding for
the purposes of this Section 10.4, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Debentures and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In 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
10.5   ACTIONS
BINDING ON FUTURE DEBENTUREHOLDERS.

     

    At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 10.1, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action, any holder of a Debenture that 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, and
upon proof of holding as provided in Section 10.2, revoke such action so far as
concerns such 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 therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Debenture. Any action taken by the holders of the majority or percentage in
aggregate principal amount of the Debentures specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Debentures.

     

                                      
ARTICLE
XI                                

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
11.1   SUPPLEMENTAL
INDENTURES WITHOUT THE CONSENT OF

    DEBENTUREHOLDERS.

     

    In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Debentureholders, for one or more of the following purposes:

     

    (a) to cure
any ambiguity, defect, or inconsistency herein, or in the
Debentures;

     

    (b) to comply
with Article X;

     

    (c) to
provide for uncertificated Debentures in addition to or in place of certificated
Debentures;

     

    
      
        
        

      

      
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    (d) to add to
the covenants of the Company for the benefit of the holders of all or any of the
Debentures or to surrender any right or power herein conferred upon the
Company;

     

    (e) to add
to, delete from, or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication, and delivery of
Debentures, only as herein set forth;

     

    (f) to make
any change that does not adversely affect the rights of any Debentureholder in
any material respect;

     

    (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 of the Debentures, or to
add to the rights of the holders of the Debentures;

     

    (h) to
qualify or maintain the qualification of this Indenture under the Trust
Indenture Act; or

     

    (i) to
evidence a consolidation or merger involving the Company as permitted under
Section 12.1.

     

    The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

     

    SECTION
11.2   SUPPLEMENTAL
INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.

     

    With the
consent (evidenced as provided in Section 10.1) of the holders of not less than
a majority in aggregate principal amount of the Debentures at the time
Outstanding, the Company, when authorized by Board Resolutions, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) 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 not covered by
Section 11.1 the rights of the holders of the Debentures under this Indenture;
provided, however, that no such supplemental indenture shall without the consent
of the holders of each Debenture then Outstanding and affected thereby, (i)
extend the fixed maturity of any Debentures, reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon;
or (ii) reduce the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture; provided further, that
if the Debentures are held by the Trust or a trustee of the

     

    
      
        
        

      

      
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    Trust,
such supplemental indenture shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the Trust shall have
consented to such supplemental indenture; provided further, that if the consent
of the holder of each Outstanding Debenture is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such supplemental indenture. It shall not be
necessary for the consent of the Debentureholders affected thereby under this
Section 11.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     

    SECTION
11.3   EFFECT
OF SUPPLEMENTAL INDENTURES.

     

    Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article XI, 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 11.4   DEBENTURES AFFECTED BY SUPPLEMENTAL
INDENTURES.

     

    Debentures
affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this
Article XI, may bear a notation in form approved by the Company, provided such
form meets the requirements of any exchange or automated quotation system upon
which the Debentures may be listed or quoted, as to any matter provided for in
such supplemental indenture. If the Company 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 by the Company, authenticated by the
Trustee and delivered in exchange for the Debentures then
Outstanding.

     

    SECTION
11.5   EXECUTION
OF SUPPLEMENTAL INDENTURES.

     

    (a) Upon the
request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Debentureholders required to consent
thereto 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. The Trustee, subject to the provisions of
Sections 9.1, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article XI is authorized or
permitted by, and conforms to, the terms of this Article XI and that it is
proper for the Trustee under the provisions of this Article XI to join in the
execution thereof.

     

     

    
      
        
        

      

      
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    (b) Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 11.5, the Trustee shall transmit by
mail, first class postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Debentureholders 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.

     

                                  
ARTICLE
XII                                

     

    SUCCESSOR
CORPORATION

     

    SECTION
12.1   COMPANY
MAY CONSOLIDATE, ETC.

     

    Nothing
contained in this Indenture or in any of the Debentures shall prevent any
consolidation or merger of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company, as the case may be),
or successive consolidations or mergers in which the Company, as the case may
be, or its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance, transfer or other disposition of the property of the
Company, as the case may be, or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company, as the case may be, or its successor or successors)
authorized to acquire and operate the same; provided, however, the Company
hereby covenants and agrees that, (i) upon any such consolidation, merger, sale,
conveyance, transfer or other disposition, the due and punctual payment, in the
case of the Company, of the principal of and interest on all of the Debentures,
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 as the case may be, shall be expressly assumed, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act, as
then in effect) satisfactory in form to the Trustee executed and delivered to
the Trustee by the entity formed by such consolidation, or into which the
Company, as the case may be, shall have been merged, or by the entity which
shall have acquired such property, and, if applicable, the ultimate parent
entity of such successor entity expressly assumes the obligations of the Company
under the related Preferred Securities Guarantee, to the extent the Preferred
Securities are then Outstanding; (ii) in case the Company consolidates with or
merges into another Person or conveys or transfers its properties and assets
substantially as an entirety to any Person, the successor Person is organized
under the laws of the United States or any state or the District of Columbia;
and (iii) immediately after giving effect thereto, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.

     

    SECTION
12.2   SUCCESSOR
CORPORATION SUBSTITUTED.

     

    (a) In case
of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor entity, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of, in the case of the Company, the due and punctual payment of
the

     

    
      
        
        

      

      
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    principal
of and interest on all of the Debentures Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, as the case may be, such successor entity shall
succeed to and be substituted for the Company, with the same effect as if it had
been named as the Company herein, and thereupon the predecessor entity shall be
relieved of all obligations and covenants under this Indenture and the
Debentures.

     

    (b) In case
of any such consolidation, merger, sale, conveyance, transfer or other
disposition such changes in phraseology and form (but not in substance) may be
made in the Debentures thereafter to be issued as may be
appropriate.

     

    (c) Nothing
contained in this Indenture or in any of the Debentures shall prevent the
Company from merging into itself or acquiring by purchase or otherwise all or
any part of the property of any other Person (whether or not affiliated with the
Company).

     

    SECTION
12.3   EVIDENCE
OF CONSOLIDATION, ETC. TO TRUSTEE.

     

    The
Trustee, subject to the provisions of Section 9.1, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with
the provisions of this Article XII.

     

                                       
ARTICLE
XIII                                

     

    SATISFACTION
AND DISCHARGE

     

    SECTION
13.1   SATISFACTION
AND DISCHARGE OF INDENTURE.

     

    If at any
time: (a) the Company shall have delivered to the Trustee for cancellation all
Debentures theretofore authenticated (other than any Debentures that shall have
been destroyed, lost or stolen and that shall have been replaced or paid as
provided in Section 2.9) and all Debentures for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 13.5); or (b) all such
Debentures not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations sufficient or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Debentures
not theretofore delivered to the Trustee for cancellation, including principal
and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company; then this Indenture shall
thereupon cease to be of further effect except for the provisions of Sections
2.3, 2.7, 2.9,

     

    
      
        
        

      

      
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    5.1, 5.2,
5.3, 9.7 and 9.10, that shall survive until the date of maturity or redemption
date, as the case may be, and Sections 9.7 and 13.5, that shall survive to such
date and thereafter, and the Trustee, on demand of the Company and at the cost
and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture.

     

    SECTION
13.2   DISCHARGE
OF OBLIGATIONS.

     

    If at any
time all Debentures not heretofore delivered to the Trustee for cancellation or
that have not become due and payable as described in Section 13.1 shall have
been paid by the Company by depositing irrevocably with the Trustee as trust
funds moneys or an amount of Governmental Obligations sufficient in the opinion
of a nationally recognized certified public accounting firm to pay at maturity
or upon redemption all Debentures not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then after the date such moneys or Governmental Obligations, as the
case may be, are deposited with the Trustee, the obligations of the Company
under this Indenture shall cease to be of further effect except for the
provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.6, 9.7 and 13.5 hereof
that shall survive until such Debentures shall mature and be paid. Thereafter,
Sections 9.7 and 13.5 shall survive.

     

    SECTION
13.3   DEPOSITED
MONEYS TO BE HELD IN TRUST.

     

    All
monies or Governmental Obligations deposited with the Trustee pursuant to
Sections 13.1 or 13.2 shall be held in trust and shall be available for payment
as due, either directly or through any paying agent (including the Company
acting as its own paying agent), to the holders of the Debentures for the
payment or redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.

     

    SECTION
13.4   PAYMENT
OF MONIES HELD BY PAYING AGENTS.

     

    In
connection with the satisfaction and discharge of this Indenture, all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

     

    SECTION
13.5   REPAYMENT
TO COMPANY.

     

    Any
monies or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company in trust, for payment of principal of or
interest on the Debentures that are not applied but remain unclaimed by the
holders of such Debentures for at least two years after the date upon which the
principal of or interest on such Debentures shall have respectively become due
and payable, shall be repaid to the Company, as the case may be, on September 30
of each year or (if then held by the Company) shall be discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from all
further liability with respect to such moneys or

     

    
      
        
        

      

      
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    Governmental
Obligations, and the holder of any of the Debentures entitled to receive such
payment shall thereafter, as an unsecured general creditor, look only to the
Company for the payment thereof.

     

                                            
ARTICLE
XIV                                           

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS

    AND
DIRECTORS

     

    SECTION
14.1   NO
RECOURSE.

     

    No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of the Debentures, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, 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 this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debentures.

     

                                           
ARTICLE
XV                                

     

    MISCELLANEOUS
PROVISIONS 

     

    SECTION
15.1   EFFECT
ON SUCCESSORS AND ASSIGNS.

     

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

     

    SECTION
15.2   ACTIONS
BY SUCCESSOR.

     

    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 corresponding board,
committee or officer of any corporation that shall at the time be the lawful
sole successor of the Company.

     

    
      
        
        

      

      
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    SECTION
15.3   SURRENDER
OF COMPANY POWERS.

     

    The
Company by instrument in writing executed by appropriate authority 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, as the case may be, and as to any successor
corporation.

     

    SECTION
15.4   NOTICES.

     

    Except as
otherwise expressly provided herein any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the holders of Debentures to or on the Company may be given or served by
being deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows: Capitol Bancorp Center, 200 Washington Square North, Lansing, Michigan
48933, Attention: Cristin K. Reid, Esq. Any notice, election, request or demand
by the Company or any Debentureholder 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 Corporate Trust Office of the Trustee.

     

    SECTION
15.5   GOVERNING
LAW.

     

    This
Indenture and each Debenture shall be deemed to be a contract made under the
internal laws of the State of New York and for all purposes shall be construed
in accordance with the laws of said State.

     

    SECTION
15.6   TREATMENT
OF DEBENTURES AS DEBT.

     

    It is
intended that the Debentures shall be treated as indebtedness and not as equity
for federal income tax purposes. The provisions of this Indenture shall be
interpreted to further this intention.

     

    SECTION
15.7   COMPLIANCE
CERTIFICATES AND OPINIONS.

     

    (a) 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 all conditions precedent 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, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     

    (b) Each
certificate or opinion of the Company provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or

     

    
      
        
        

      

      
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    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, in the
opinion of such Person, is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with; provided, however, that each such
certificate shall comply with the provisions of Section 314 of the Trust
Indenture Act.

     

    SECTION
15.8   PAYMENTS
ON BUSINESS DAYS.

     

    In any
case where the date of maturity of interest or principal of any Debenture or the
date of redemption of any Debenture shall not be a Business Day, then payment of
interest or principal may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date, except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case with the same force and effect as if made on the date such payment
was originally payable.

     

    SECTION
15.9   CONFLICT
WITH TRUST INDENTURE ACT.

     

    If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

     

    SECTION
15.10   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
15.11   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 the Debentures, but this Indenture
and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

     

    SECTION
15.12   ASSIGNMENT.

     

    The
Company shall have the right at all times to assign any of its respective 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 shall remain liable for all such obligations. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

     

     

    
      
        
        

      

      
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    SECTION
15.13   ACKNOWLEDGMENT
OF RIGHTS; RIGHT OF SETOFF.

     

    (a) The
Company acknowledges that, with respect to any Debentures held by the Trust or a
trustee of the Trust, if the Property Trustee fails to enforce its rights under
this Indenture as the holder of the Debentures held as the assets of the Trust,
any holder of Preferred Securities may institute legal proceedings directly
against the Company to enforce such Property Trustee’s rights under this
Indenture without first instituting any legal proceedings against such Property
Trustee or any other person or entity. 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 principal on the Debentures on
the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of
Preferred Securities may directly institute a proceeding for enforcement of
payment to such holder of the principal of or interest on the Debentures having
a principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in the
Debentures.

     

    (b) Notwithstanding
anything to the contrary contained in this Indenture, the Company shall have the
right to setoff any payment it is otherwise required to make hereunder in
respect of any Trust Securities to the extent that the Company has previously
made, or is concurrently making, a payment to the holder of such Trust
Securities under the Guarantee or in connection with a proceeding for
enforcement of payment of the principal of or interest on the Debentures
directly brought by holders of any Trust Securities.

     

                                               
ARTICLE
XVI                                           

     

    SUBORDINATION
OF DEBENTURES

     

    SECTION
16.1   AGREEMENT
TO SUBORDINATE.

     

    The
Company covenants and agrees, and each holder of Debentures issued hereunder by
such holder’s acceptance thereof likewise covenants and agrees, that all
Debentures shall be issued subject to the provisions of this Article XVI; 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 interest on all Debentures issued
hereunder 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 Debt, Subordinated Debt and Additional Senior Obligations (collectively,
“Senior Indebtedness”) to the extent provided herein, whether outstanding at the
date of this Indenture or thereafter incurred. No provision of this Article XVI
shall prevent the occurrence of any default or Event of Default
hereunder.

     

    SECTION
16.2   DEFAULT
ON SENIOR DEBT, SUBORDINATED DEBT OR

    ADDITIONAL
SENIOR OBLIGATIONS.

     

    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 

     

    
      
        
        

      

      
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    Company,
or in the event that the maturity of any Senior Indebtedness of the Company has
been accelerated because of a default, then, in either case, no payment shall be
made by the Company with respect to the principal (including redemption
payments) of 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 sentence of this Section 16.2, such payment shall 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
16.3   LIQUIDATION;
DISSOLUTION; BANKRUPTCY.

     

    (a) 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 or interest on the Debentures; and 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 holders of the Debentures or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article XVI, 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 holders of the Debentures or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money’s worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the holders of Debentures or to the
Trustee.

     

    (b) 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 of the Company 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

     

     

    
      
        
        

      

      
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    under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, 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.

     

    (c) For
purposes of this Article XVI, 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 XVI with respect to
the Debentures to the payment of all Senior Indebtedness of the Company, as the
case may be, 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 XII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 9.7.

     

    SECTION
16.4   SUBROGATION.

     

    (a) Subject
to the payment in full of all Senior Indebtedness of the Company, the rights of
the holders of the Debentures shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company, as the case may be, applicable to such
Senior Indebtedness until the principal of and interest on the Debentures shall
be paid in full; and, 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 holders of the Debentures or the Trustee would be
entitled except for the provisions of this Article XVI, and no payment over
pursuant to the provisions of this Article XVI to or for the benefit of the
holders of such Senior Indebtedness by holders of the Debentures 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 by the Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article XVI are and are intended solely
for the purposes of defining the relative rights of the holders of the
Debentures, on the one hand, and the holders of such Senior Indebtedness on the
other hand.

     

    (b) Nothing
contained in this Article XVI or elsewhere in this Indenture or in the
Debentures is intended to or shall impair, as between the Company,
its

     

     

    
      
        
        

      

      
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    creditors
(other than the holders of Senior Indebtedness of the Company), 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
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, as the
case may be, other than the holders of Senior Indebtedness of the Company, as
the case may be, 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 XVI of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, as the case may be, received upon
the exercise of any such remedy.

     

    (c) Upon any
payment or distribution of assets of the Company referred to in this Article
XVI, the Trustee, subject to the provisions of Section 9.1, and the holders of
the Debentures 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 holders of the Debentures, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XVI.

     

    SECTION
16.5   TRUSTEE
TO EFFECTUATE SUBORDINATION.

     

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

     

    SECTION
16.6   NOTICE
BY THE COMPANY.

     

    (a) The
Company shall give prompt written notice to a Responsible Officer of the Trustee
of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XVI. Notwithstanding the provisions of this Article
XVI 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 XVI, unless and until a Responsible Officer 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 Section 9.1, 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 16.6 at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without

     

     

    
      
        
        

      

      
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    limitation,
the payment of the principal of 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 two Business Days prior to such
date.

     

    (b) The
Trustee, subject to the provisions of Section 9.1, 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 of the Company (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or a trustee 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 XVI, 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 XVI, 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
16.7   RIGHTS
OF THE TRUSTEE HOLDERS OF SENIOR INDEBTEDNESS.

     

    (a) The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XVI 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.
The Trustee’s right to compensation and reimbursement of expenses as set forth
in Section 9.7 shall not be subject to the subordination provisions of the
Article XVI.

     

    (b) With
respect to the holders of Senior Indebtedness of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XVI, 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 Section 9.1, the Trustee shall not be liable to any holder
of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, 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 XVI or
otherwise.

     

    SECTION
16.8   SUBORDINATION
MAY NOT BE IMPAIRED.

     

    (a) No right
of any present or future holder of any Senior Indebtedness of the Company 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

     

    
      
        
        

      

      
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    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.

     

    (b) Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness of the Company may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of the
Debentures, without incurring responsibility to the holders of the Debentures
and without impairing or releasing the subordination provided in this Article
XVI 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.


    
      
         


      

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

     

    CAPITOL
BANCORP LTD.

     

    By:  /s/  Lee W.
Hendrickson                                                                

    
      Name:  Lee
W. Hendrickson

    

    
      Title:  Chief
Financial Officer

    

     

    WELLS
FARGO BANK, N.A., AS TRUSTEE

     

    By:  /s/  Tracy M.
McLamb                                                                

    Name:  Tracy
M. McLamb

    Title:  Vice
President

    STATE
OF                        
)

            
) ss:

    COUNTY
OF                     )

     

    On the
7th day of July, 2008, before me personally came Lee W. Hendrickson to me known,
who, being by me duly sworn, did depose and say that he is the Chief Financial
Officer of Capitol Bancorp Ltd., one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporation
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

     

    /s/ Mary L.
DeBar                                                
                                                                

    Notary
Public, Mary L. DeBar

     

    My
Commission expires: February 14, 2014

    


    [seal]

     

     

     

     

     

     

     

    [Indenture Signature Page]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    (FORM OF
FACE OF DEBENTURE)

     

    CAPITOL
BANCORP LTD.

     

    10.50%
JUNIOR SUBORDINATED DEBENTURE

     

    DUE
SEPTEMBER 30, 2038

     

    No. __________                                                                                  $____________

     

    Capitol
Bancorp Ltd., a Michigan corporation (the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Wells Fargo Bank, N.A., as Property Trustee,
or registered assigns, the principal sum of ___________________ Dollars
($_________) on September 30, 2038 (the “Stated Maturity”), and to pay interest
on said principal sum from July 7, 2008, or from the most recent interest
payment date (each such date, an “Interest Payment Date”) to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on the last day of March, June, September and December of
each year commencing September 30, 2008, at the rate of 10.50% per annum until
the principal hereof shall have become due and payable, 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 at the same rate per annum compounded quarterly. The amount of interest
payable for any interest period ending on or prior to March 31, 2038 shall be
computed on the basis of a 360-day year of twelve 30-day months. The amount of
interest payable for any interest period commencing on or after March 31, 2038
shall be computed on the basis of a 360-day year and the actual number of days
elapsed during the relevant period. In the event that any date on which interest
is payable on this Debenture is not a Business Day, then payment of interest
payable on such date shall be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case, with the same force and effect as if made on the date such payment
was originally payable. The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures, as defined in said Indenture) is registered at the close
of business on the regular record date for such interest installment, which
shall be the close of business on the business day next preceding such Interest
Payment Date unless otherwise provided in the Indenture.  Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the registered holders on such regular record date and
may be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice thereof shall be fixed by the Trustee for the payment of such
defaulted interest and given to the registered holders of the Debentures not
less than 10 days prior to such special record date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or quotation system on or in which the Debentures may be
listed or quoted, and upon such notice as may be required by such exchange or
quotation system.  The principal of and the interest on this Debenture
shall be payable at the office or agency of the Trustee 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 at the option of the Company by
check mailed to the registered holder at such address as shall appear in the
Debenture Register. Notwithstanding the foregoing, so long as the holder of this
Debenture is the Property Trustee, the payment of the principal of and interest
on this Debenture shall be made at such place and to such account as may be
designated by the Trustee.

     

    The
Stated Maturity may be shortened at any time by the Company to any date not
earlier than September 30, 2013, subject to the Company having received prior
approval of the Federal Reserve if then required under applicable capital
guidelines, policies or regulations of the Federal Reserve.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Debt, Subordinated Debt and Additional Senior Obligations,
and shall be pari passu in all respects with all Additional Junior 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
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this instrument to be
executed.

     

    Dated:  ________
2008.

     

    CAPITOL
BANCORP LTD.

     

    By:  ________________________________________                                                                                     
   

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    Attest:

     

    By: 
_______________________                                                       
             

    Name:

    Title:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
CERTIFICATE OF AUTHENTICATION]

     

    CERTIFICATE
OF AUTHENTICATION

     

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

     

    Dated:
________, 2008.

     

    WELLS
FARGO BANK, N.A.,

    AS
TRUSTEE

     

    By 
______________________________                                                                          
    

    Authorized
Signatory


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
REVERSE OF DEBENTURE]

     

    10.50%
JUNIOR SUBORDINATED DEBENTURE DUE 2038

    (CONTINUED)

     

    This
Debenture is one of the subordinated debentures of the Company (herein sometimes
referred to as the “Debentures”), all issued or to be issued under and pursuant
to an Indenture dated as of July 7, 2008 (the “Indenture”) duly executed and
delivered between the Company and Wells Fargo Bank, N.A., as Trustee (the
“Trustee”), to which Indenture reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company and the holders of the Debentures. The Debentures are
limited in aggregate principal amount as specified in the
Indenture.

     

    Because
of the occurrence and continuation of a Special Event (as defined in the
Indenture), in certain circumstances, this Debenture may become due and payable
at the principal amount together with any interest accrued thereon (the
“Redemption Price”). The Redemption Price shall be paid prior to 10:00 A.M., New
York time on the date of such redemption or at such earlier time as the Company
determines. The Company shall have the right as set forth in the Indenture to
redeem this Debenture at the option of the Company, without premium or penalty,
in whole or in part at any time on or after September 30, 2013 (an “Optional
Redemption”), or at any time in certain circumstances upon the occurrence of a
Special Event, at a Redemption Price equal to 100% of the principal amount
hereof plus any accrued but unpaid interest hereon, to the date of such
redemption. Any redemption pursuant to this paragraph shall be made upon not
less than 30 days’ nor more than 60 days’ written notice, at the Redemption
Price. The Redemption Price shall be paid at the time and in the manner provided
therefor in the Indenture. If the Debentures are only partially redeemed by the
Company pursuant to an Optional Redemption, the Debentures shall be redeemed pro
rata or by lot or by any other method utilized by the Trustee as described in
the Indenture.

     

    In the
event of redemption of this Debenture in part only, a new Debenture or
Debentures for the unredeemed portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

     

    In case
an Event of Default (as defined in the Indenture) shall have occurred and be
continuing, the principal of all of the Debentures may be declared, and upon
such declaration 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 (as defined in the Indenture) to
execute supplemental indentures for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the 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 (i) extend the fixed maturity of the Debentures except as
provided in the Indenture, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, without the consent of
the holder of each Debenture so affected; or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each
Debenture then Outstanding and affected thereby. 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 all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. Any such consent or waiver by the registered holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this
Debenture.

     

    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 and interest on this Debenture at the
time and place and at the rate and in the money herein prescribed.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Provided
certain conditions are met, the Company shall have the right at any time during
the term of the Debentures and from time to time to extend the interest payment
period of such Debentures for up to 20 consecutive quarters (each, an “Extended
Interest Payment Period”), at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extended
Interest Payment Period, so long as no Event of Default shall have occurred and
be continuing, the Company may further extend such Extended Interest Payment
Period, provided that such Extended Interest Payment Period together with all
such further extensions thereof shall not exceed 20 consecutive quarters, extend
beyond the Stated Maturity or end on a date other than an Interest Payment Date.
At the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest and any additional amounts then due
and subject to the foregoing conditions, the Company may commence a new Extended
Interest Payment Period.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
this Debenture is transferable by the registered holder hereof on the Debenture
Register of the Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Trustee accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company or the
Trustee duly executed by the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount shall be issued to the
designated transferee or transferees. No service charge shall be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

     

    Prior to
due presentment for registration of transfer of this Debenture, the Company, the
Trustee, any paying agent and the Debenture Registrar may deem and treat the
registered holder hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Debenture Registrar shall be affected by
any notice to the contrary.

     

    No
recourse shall be had for the payment of the principal of or the interest on
this Debenture, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.

     

    The
Debentures are issuable only in registered form without coupons in denominations
of $10 and any integral multiple thereof.

     

    All terms
used in this Debenture that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.