**Exhibit 4.5**

 

**TRINITYCAPITAL CORPORATION,****as Issuer**

** **

 

**INDENTURE**

**Dated asof September 21, 2006**

**WILMINGTONTRUST COMPANY,****as Trustee**

** **

 

**FIXED/FLOATINGRATE JUNIOR SUBORDINATED DEFERRABLE INTERESTDEBENTURES**

**DUE 2036**

** **

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**TABLE OFCONTENTS**
|                                                                                     | ** ** | ** **                                                                       | ** ** | **Page** |
|-------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|----------|
|                                                                                |       |                                                                             |
| ARTICLE I. DEFINITIONS                                                              |       | 1                                                                                |
|                                                                                |       |                                                                             |
| Section 1.1.                                                                        |       | Definitions.                                                                     |       | 1        |
|                                                                                |       |                                                                             |       |     |
| ARTICLE II. DEBENTURES                                                              |       | 8                                                                                |
|                                                                                |       |                                                                             |
| Section 2.1.                                                                        |       | Authentication and Dating.                                                       |       | 8        |
| Section 2.2.                                                                        |       | Form of Trustee’s Certificate of Authentication.                            |       | 9        |
| Section 2.3.                                                                        |       | Form and Denomination of Debentures.                                             |       | 9        |
| Section 2.4.                                                                        |       | Execution of Debentures.                                                         |       | 9        |
| Section 2.5.                                                                        |       | Exchange and Registration of Transfer of Debentures.                             |       | 10       |
| Section 2.6.                                                                        |       | Mutilated, Destroyed, Lost or Stolen Debentures.                                 |       | 12       |
| Section 2.7.                                                                        |       | Temporary Debentures.                                                            |       | 12       |
| Section 2.8.                                                                        |       | Payment of Interest and Additional Interest.                                     |       | 13       |
| Section 2.9.                                                                        |       | Cancellation of Debentures Paid, etc.                                            |       | 14       |
| Section 2.10.                                                                       |       | Computation of Interest.                                                         |       | 14       |
| Section 2.11.                                                                       |       | Extension of Interest Payment Period.                                            |       | 15       |
| Section 2.12.                                                                       |       | CUSIP Numbers.                                                                   |       | 16       |
|                                                                                |       |                                                                             |       |     |
| ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY                                    |       | 17                                                                               |
|                                                                                |       |                                                                             |
| Section 3.1.                                                                        |       | Payment of Principal, Premium and Interest; Agreed  Treatment of the Debentures. |       | 17       |
| Section 3.2.                                                                        |       | Offices for Notices and Payments, etc.                                           |       | 17       |
| Section 3.3.                                                                        |       | Appointments to Fill Vacancies in Trustee’s Office.                         |       | 18       |
| Section 3.4.                                                                        |       | Provision as to Paying Agent.                                                    |       | 18       |
| Section 3.5.                                                                        |       | Certificate to Trustee.                                                          |       | 19       |
| Section 3.6.                                                                        |       | Additional Sums.                                                                 |       | 19       |
| Section 3.7.                                                                        |       | Compliance with Consolidation Provisions.                                        |       | 19       |
| Section 3.8.                                                                        |       | Limitation on Dividends.                                                         |       | 19       |
| Section 3.9.                                                                        |       | Covenants as to the Trust.                                                       |       | 20       |
| Section 3.10.                                                                       |       | Additional Junior Indebtedness.                                                  |       | 20       |
|                                                                                |       |                                                                             |       |     |
| ARTICLE IV. SECURITYHOLDERS’ LISTS AND REPORTS BY  THE COMPANY AND THE TRUSTEE |       | 20                                                                               |
|                                                                                |       |                                                                             |
| Section 4.1.                                                                        |       | Securityholders’ Lists.                                                     |       | 20       |
| Section 4.2.                                                                        |       | Preservation and Disclosure of Lists.                                            |       | 21       |
|                                                                                |       |                                                                             |       |     |
| ARTICLE V. REMEDIES OF THE TRUSTEE AND  SECURITYHOLDERS UPON AN EVENT OF DEFAULT    |       | 22                                                                               |
|                                                                                |       |                                                                             |
| Section 5.1.                                                                        |       | Events of Default.                                                               |       | 22       |
| Section 5.2.                                                                        |       | Payment of Debentures on Default; Suit Therefor.                                 |       | 23       |
| Section 5.3.                                                                        |       | Application of Moneys Collected by Trustee.                                      |       | 25       |
| Section 5.4.                                                                        |       | Proceedings by Securityholders.                                                  |       | 25       |
| Section 5.5.                                                                        |       | Proceedings by Trustee.                                                          |       | 25       |
| Section 5.6.                                                                        |       | Remedies Cumulative and Continuing; Delay or  Omission Not a Waiver.             |       | 25       |

 

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| Section 5.7.                                 |         | Direction of Proceedings and Waiver of Defaults by  Majority of Securityholders.                |   | 26     |
|----------------------------------------------|--------------|-------------------------------------------------------------------------------------------------|--------|--------|
| Section 5.8.                                 |         | Notice of Defaults.                                                                             |   | 26     |
| Section 5.9.                                 |         | Undertaking to Pay Costs.                                                                       |   | 27     |
|                                         |         |                                                                                            |   |   |
| ARTICLE VI. CONCERNING THE TRUSTEE           |         | 27                                                                                              |
|                                         |         |                                                                                            |
| Section 6.1.                                 |         | Duties and Responsibilities of Trustee.                                                         |   | 27     |
| Section 6.2.                                 |         | Reliance on Documents,  Opinions, etc.                                                          |   | 28     |
| Section 6.3.                                 |         | No Responsibility for Recitals, etc.                                                            |   | 29     |
| Section 6.4.                                 |         | Trustee, Authenticating Agent, Paying Agents,  Transfer Agents or Registrar May Own Debentures. |   | 29     |
| Section 6.5.                                 |         | Moneys to be Held in Trust.                                                                     |   | 29     |
| Section 6.6.                                 |         | Compensation and Expenses of Trustee.                                                           |   | 29     |
| Section 6.7.                                 |         | Officers’ Certificate as Evidence.                                                         |   | 30     |
| Section 6.8.                                 |         | Eligibility of Trustee.                                                                         |   | 30     |
| Section 6.9.                                 |         | Resignation or Removal of Trustee                                                               |   | 30     |
| Section 6.10.                                |         | Acceptance by Successor Trustee.                                                                |   | 31     |
| Section 6.11.                                |         | Succession by Merger, etc.                                                                      |   | 32     |
| Section 6.12.                                |         | Authenticating Agents.                                                                          |   | 33     |
|                                         |         |                                                                                            |   |   |
| ARTICLE VII. CONCERNING THE SECURITYHOLDERS  |         | 33                                                                                              |
|                                         |         |                                                                                            |
| Section 7.1.                                 |         | Action by Securityholders.                                                                      |   | 33     |
| Section 7.2.                                 |         | Proof of Execution by Securityholders.                                                          |   | 34     |
| Section 7.3.                                 |         | Who Are Deemed Absolute Owners.                                                                 |   | 34     |
| Section 7.4.                                 |         | Debentures Owned by Company Deemed Not Outstanding.                                             |   | 34     |
| Section 7.5.                                 |         | Revocation of Consents; Future Holders Bound.                                                   |   | 35     |
|                                         |         |                                                                                            |   |   |
| ARTICLE VIII. SECURITYHOLDERS’ MEETINGS |         | 35                                                                                              |
|                                         |         |                                                                                            |
| Section 8.1.                                 |         | Purposes of Meetings.                                                                           |   | 35     |
| Section 8.2.                                 |         | Call of Meetings by Trustee.                                                                    |   | 35     |
| Section 8.3.                                 |         | Call of Meetings by Company or Securityholders.                                                 |   | 36     |
| Section 8.4.                                 |         | Qualifications for Voting.                                                                      |   | 36     |
| Section 8.5.                                 |         | Regulations.                                                                                    |   | 36     |
| Section 8.6.                                 |         | Voting.                                                                                         |   | 36     |
| Section 8.7.                                 |         | Quorum; Actions.                                                                                |   | 37     |
|                                         |         |                                                                                            |   |   |
| ARTICLE IX. SUPPLEMENTAL INDENTURES          |         | 37                                                                                              |
|                                         |         | 38                                                                                              |
| Section 9.1.                                 |         | Supplemental Indentures without Consent of  Securityholders.                                    |   | 38     |
| Section 9.2.                                 |         | Supplemental Indentures with Consent of  Securityholders.                                       |   | 39     |
| Section 9.3.                                 |         | Effect of Supplemental Indentures.                                                              |   | 39     |
| Section 9.4.                                 |         | Notation on Debentures.                                                                         |   |   |
| Section 9.5.                                 |         | Evidence of Compliance of Supplemental Indenture to  be Furnished to Trustee.                   |   | 40     |
|                                         |         |                                                                                            |   |   |
| ARTICLE X. REDEMPTION OF SECURITIES          |    | 40                                                                                              |
|                                         |         |                                                                                            |
| Section 10.1.                                |         | Optional Redemption.                                                                            |   | 40     |
| Section 10.2.                                |         | Special Event Redemption.                                                                       |   | 40     |
| Section 10.3.                                |         | Notice of Redemption; Selection of Debentures.                                                  |   | 40     |
| Section 10.4.                                |         | Payment of Debentures Called for Redemption.                                                    |   | 41     |

 

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| ARTICLE XI. CONSOLIDATION, MERGER, SALE,  CONVEYANCE AND LEASE                 |   | 41                                                                             |
|--------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------|
|                                                                           |   |                                                                           |
| Section 11.1.                                                                  |   | Company May Consolidate, etc., on Certain Terms.                               |   | 41 |
| Section 11.2.                                                                  |   | Successor Entity to be Substituted.                                            |   | 42 |
| Section 11.3.                                                                  |   | Opinion of Counsel to be Given to Trustee.                                     |   | 42 |
|                                                                           |   |                                                                           |   |   |
| ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE                           |   | 42                                                                             |
|                                                                           |   |                                                                           |
| Section 12.1.                                                                  |   | Discharge of Indenture.                                                        |   | 42 |
| Section 12.2.                                                                  |   | Deposited Moneys to be Held in Trust by Trustee.                               |   | 43 |
| Section 12.3.                                                                  |   | Paying Agent to Repay Moneys Held.                                             |   | 43 |
| Section 12.4.                                                                  |   | Return of Unclaimed Moneys.                                                    |   | 43 |
|                                                                           |   |                                                                           |   |   |
| ARTICLE XIII. IMMUNITY OF INCORPORATORS,  STOCKHOLDERS, OFFICERS AND DIRECTORS |   | 43                                                                             |
|                                                                           |   |                                                                           |
| Section 13.1.                                                                  |   | Indenture and Debentures Solely Corporate  Obligations.                        |   | 43 |
|                                                                           |   |                                                                           |   |   |
| ARTICLE XIV. MISCELLANEOUS PROVISIONS                                          |   | 44                                                                             |
|                                                                           |   |                                                                           |
| Section 14.1.                                                                  |   | Successors.                                                                    |   | 44 |
| Section 14.2.                                                                  |   | Official Acts by Successor Entity.                                             |   | 44 |
| Section 14.3.                                                                  |   | Surrender of Company Powers.                                                   |   | 44 |
| Section 14.4.                                                                  |   | Addresses for Notices, etc.                                                    |   | 44 |
| Section 14.5.                                                                  |   | Governing Law.                                                                 |   | 44 |
| Section 14.6.                                                                  |   | Evidence of Compliance with Conditions Precedent.                              |   | 44 |
| Section 14.7.                                                                  |   | Table of Contents, Headings, etc.                                              |   | 45 |
| Section 14.8.                                                                  |   | Execution in Counterparts.                                                     |   | 45 |
| Section 14.9.                                                                  |   | Separability.                                                                  |   | 45 |
| Section 14.10.                                                                 |   | Assignment.                                                                    |   | 45 |
| Section 14.11.                                                                 |   | Acknowledgment of Rights.                                                      |   | 45 |
|                                                                           |   |                                                                           |   |   |
| ARTICLE XV. SUBORDINATION OF DEBENTURES                                        |   | 45                                                                             |
|                                                                           |   |                                                                           |
| Section 15.1.                                                                  |   | Agreement to Subordinate.                                                      |   | 45 |
| Section 15.2.                                                                  |   | Default on Senior Indebtedness.                                                |   | 46 |
| Section 15.3.                                                                  |   | Liquidation, Dissolution, Bankruptcy.                                          |   | 46 |
| Section 15.4.                                                                  |   | Subrogation.                                                                   |   | 47 |
| Section 15.5.                                                                  |   | Trustee to Effectuate Subordination.                                           |   | 48 |
| Section 15.6.                                                                  |   | Notice by the Company.                                                         |   | 48 |
| Section 15.7.                                                                  |   | Rights of the Trustee; Holders of Senior  Indebtedness.                        |   | 49 |
| Section 15.8.                                                                  |   | Subordination May Not Be Impaired.                                             |   | 49 |
|                                                                           |   |                                                                           |
| Exhibit A                                                                      |   | Form of Fixed/Floating Rate Junior Subordinated  Deferrable Interest Debenture |   |   |
| Exhibit B                                                                      |   | Form of Certificate to Trustee                                                 |   |   |
|                                                                                |        |                                                                                |  |  |  |  |

 

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THIS INDENTURE, dated asof September 21, 2006, between Trinity Capital Corporation, a New Mexicocorporation (the “Company”), and Wilmington Trust Company, a Delawarebanking corporation, as debenture trustee (the “Trustee”).

WITNESSETH:

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

WHEREAS, all acts andthings necessary to make this Indenture a valid agreement according to itsterms, have been done and performed;

NOW, THEREFORE, ThisIndenture Witnesseth:

In consideration of thepremises, and the purchase of the Debentures by the holders thereof, theCompany covenants and agrees with the Trustee for the equal and proportionatebenefit of the respective holders from time to time of the Debentures asfollows:

# **ARTICLEI.DEFINITIONS**

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

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

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

“Additional JuniorIndebtedness” means, without duplication and other than the Debentures, anyindebtedness, liabilities or obligations of the Company, or any Subsidiary ofthe Company, under debt securities (or guarantees in respect of debtsecurities) initially issued after the date of this Indenture to any trust, ora trustee of a trust, partnership or other entity affiliated with the Companythat is, directly or indirectly, a finance subsidiary (as such term is definedin Rule 3a-5 under the Investment Company Act of 1940) or other financingvehicle of the Company or any Subsidiary of the Company in connection with theissuance by that entity of preferred securities or other securities that areeligible to qualify for Tier 1 capital treatment (or its then equivalent)for purposes of the capital adequacy guidelines of the Federal Reserve, as thenin effect and applicable to the Company (or, if the Company is not a bankholding company, such guidelines applied to the Company as if the Company weresubject to such guidelines); provided, however, that theinability of the Company to treat all or any portion of the Additional JuniorIndebtedness as Tier 1 capital shall not disqualify it as AdditionalJunior Indebtedness if such inability results from the Company havingcumulative preferred stock, minority interests in consolidated

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subsidiaries, or anyother class of security or interest which the Federal Reserve now or mayhereafter accord Tier 1 capital treatment (including the Debentures) inexcess of the amount which may qualify for treatment as Tier 1 capitalunder applicable capital adequacy guidelines.

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

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

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

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

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

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

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

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

“Capital SecuritiesGuarantee” means the guarantee agreement that the Company enters into withWilmington Trust Company, as guarantee trustee, or other Persons that operatesdirectly or indirectly for the benefit of holders of Capital Securities of theTrust.

“Capital TreatmentEvent” means the receipt by the Company and the Trust of an opinion ofcounsel experienced in such matters to the effect that, as a result of theoccurrence of any amendment to, or change (including any announced prospectivechange) in, the laws, rules or regulations of the United States or anypolitical subdivision thereof or therein, or as the result of any official oradministrative pronouncement or action or decision interpreting or applyingsuch laws, rules or regulations, which amendment or change is effective orwhich pronouncement, action or decision is announced on or after the date oforiginal issuance of the Debentures, there is more than an insubstantial riskthat the Company will not, within 90 days of the date of such opinion, beentitled to treat an amount equal to the aggregate liquidation amount of theCapital Securities as “Tier 1 Capital” (or its then equivalent) forpurposes of the capital adequacy guidelines of the Federal Reserve, as then ineffect and applicable to the Company (or if the Company is not a bank holdingcompany or is otherwise not subject to the Federal Reserve’s risk-based capitaladequacy guidelines, such guidelines applied to the Company as if the Companywere subject to such guidelines); provided, however, that theinability of the Company to treat all or any portion of the liquidation amountof the Capital Securities as Tier l Capital shall not constitute the basisfor a Capital Treatment Event, if such inability results from the Companyhaving cumulative preferred stock, minority interests in consolidatedsubsidiaries, or any other class of security or interest which the

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Federal Reserve may nowor hereafter accord Tier 1 Capital treatment in excess of the amount whichmay now or hereafter qualify for treatment as Tier 1 Capital underapplicable capital adequacy guidelines; providedfurther, however,that the distribution of Debentures in connection with the liquidation of theTrust shall not in and of itself constitute a Capital Treatment Event unlesssuch liquidation shall have occurred in connection with a Tax Event or anInvestment Company Event.

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

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

“Company” meansTrinity Capital Corporation, a New Mexico corporation, and, subject to theprovisions of Article XI, shall include its successors and assigns.

“Comparable TreasuryIssue” means with respect to any Special Redemption Date the United StatesTreasury security selected by the Quotation Agent as having a maturitycomparable to the Fixed Rate Period Remaining Life that would be utilized, atthe time of selection and in accordance with customary financial practice, inpricing new issues of corporate debt securities of comparable maturity to theFixed Rate Period Remaining Life.  If noUnited States Treasury security has a maturity which is within a period fromthree months before to three months after the Interest Payment Date in September2011, the two most closely corresponding fixed, non-callable United StatesTreasury securities, as selected by the Quotation Agent, shall be used as theComparable Treasury Issue, and the Treasury Rate shall be interpolated orextrapolated on a straight-line basis, rounding to the nearest month using suchsecurities.

“Comparable TreasuryPrice” means (a) the average of five Reference Treasury Dealer Quotationsfor such Special Redemption Date, after excluding the highest and lowest suchReference Treasury Dealer Quotations, or (b) if the Quotation Agent obtainsfewer than five such Reference Treasury Dealer Quotations, the average of allsuch Quotations.

“Coupon Rate” hasthe meaning set forth in Section 2.8.

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

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

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

“Default” meansany event, act or condition that with notice or lapse of time, or both, wouldconstitute an Event of Default.

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

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

“Distribution Period”means (i) with respect to interest paid on the first Interest PaymentDate, the period beginning on (and including) the date of original issuance andending on (but excluding) the

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Interest Payment Date inDecember 2006 and (ii) thereafter, with respect to interest paid on eachsuccessive Interest Payment Date, the period beginning on (and including) thepreceding Interest Payment Date and ending on (but excluding) such currentInterest Payment Date.

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

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

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

“Fixed Rate PeriodRemaining Life” means, with respect to any Debenture, the period from theSpecial Redemption Date for such Debenture to the Interest Payment Date inSeptember 2011.

“Indenture” meansthis instrument as originally executed or, if amended or supplemented as hereinprovided, as so amended or supplemented, or both.

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

“Interest Payment Date”means March 15, June 15, September 15 and December 15 ofeach year during the term of this Indenture, or if such day is not a BusinessDay, then the next succeeding Business Day (it being understood that interestaccrues for any such non-Business Day during the applicable DistributionPeriod, beginning on or after September 15, 2011), commencing in December2006.

“Interest Rate”means for the Distribution Period beginning on (and including) the date oforiginal issuance and ending on (but excluding) the Interest Payment Date inSeptember 2011 the rate per annum of 6.83%, and for each Distribution Periodbeginning on or after the Interest Payment Date in September 2011, the CouponRate for such Distribution Period.

“Investment CompanyEvent” means the receipt by the Company and the Trust of an opinion ofcounsel experienced in such matters to the effect that, as a result of theoccurrence of a change in law or regulation or written change (including anyannounced prospective change) in interpretation or application of law orregulation by any legislative body, court, governmental agency or regulatoryauthority, there is more than an insubstantial risk that the Trust is or,within 90 days of the date of such opinion will be considered an “investmentcompany” that is required to be registered under the Investment Company Act of1940, as amended which change or prospective change becomes effective or wouldbecome effective, as the case may be, on or after the date of the issuance ofthe Debentures.

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

“Maturity Date”means December 15, 2036.

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

“Opinion of Counsel”means an opinion in writing signed by legal counsel, who may be an employee ofor counsel to the Company, or may be other counsel reasonably satisfactory tothe Trustee.

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Each such opinion shallinclude the statements provided for in Section 14.6 if and to the extentrequired by the provisions of such Section.

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

(a)           Debentures theretofore canceled bythe Trustee or the Authenticating Agent or delivered to the Trustee forcancellation;

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

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

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

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

“Primary TreasuryDealer” means either a nationally recognized primary United StatesGovernment securities dealer or an entity of recognized standing in matterspertaining to the quotation of treasury securities that is reasonablyacceptable to the Company and the Trustee.

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

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

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

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

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

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

“Responsible Officer”means, with respect to the Trustee, any officer within the Principal Office ofthe Trustee, including any vice-president, any assistant vice-president, anysecretary, any assistant secretary, the treasurer, any assistant treasurer, anytrust officer or other officer of the Principal Trust Office of the Trusteecustomarily performing functions similar to those performed by any of the abovedesignated officers and also means, with respect to a particular corporatetrust matter, any other officer to whom such matter is referred because of thatofficer’s knowledge of and familiarity with the particular subject.

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

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

“Senior Indebtedness”means, with respect to the Company, (i) the principal, premium, if any,and interest in respect of (A) indebtedness of the Company for allborrowed and purchased money and (B) indebtedness evidenced by securities,debentures, notes, bonds or other similar instruments issued by the Company;(ii) all capital lease obligations of the Company; (iii) allobligations of the Company issued or assumed as the deferred purchase price ofproperty, all conditional sale obligations of the Company and all obligationsof the Company under any title retention agreement; (iv) all obligationsof the Company for the reimbursement of any letter of credit, any banker’sacceptance, any security purchase facility, any repurchase agreement or similararrangement, any interest rate swap, any other hedging arrangement, anyobligation under options or any similar credit or other transaction;(v) all obligations of the Company associated with derivative productssuch as interest and foreign exchange rate contracts, commodity contracts, andsimilar arrangements; (vi) all obligations of the type referred to inclauses (i) through (v) above of other Persons for the payment of whichthe Company is responsible or liable as obligor, guarantor or otherwiseincluding, without limitation, similar obligations arising from off-balance sheetguarantees and direct credit substitutes; and (vii) all obligations of thetype referred to in clauses (i) through (vi) above of other Personssecured by any lien on any property or asset of the Company (whether or notsuch obligation is assumed by the Company), whether incurred on or prior to thedate of this Indenture or thereafter incurred. Notwithstanding the foregoing, “Senior Indebtedness” shall not include(1) any Additional Junior Indebtedness, (2) Debentures issuedpursuant to this Indenture and guarantees in respect of such Debentures,(3) trade accounts payable of the Company arising in the ordinary courseof business (such trade accounts payable being *pari passu*in right of payment to the Debentures), or (4) obligations with respect towhich (a) in the instrument creating or evidencing the same or pursuant towhich the same is outstanding, it is provided that such obligations are *pari passu*, junior or otherwise not superior in right ofpayment to the Debentures and (b) the Company, prior to the issuancethereof, has notified (and, if then required under the applicable guidelines ofthe regulating entity, has received approval from) the Federal Reserve.  Senior Indebtedness shall continue to beSenior Indebtedness and be entitled to the subordination provisionsirrespective of any amendment, modification or waiver of any term of suchSenior Indebtedness.

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

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

“Special RedemptionPrice” means (a) if the Special Redemption Date occurs before theInterest Payment Date in September 2011, the greater of (i) 107.5% of theprincipal amount of the Debentures, plus accrued and unpaid interest (includingAdditional Interest) on the Debentures to the Special Redemption Date, or(ii) as determined by the Quotation Agent, (A) the sum of the presentvalues of the scheduled payments of principal and interest on the Debenturesduring the Fixed Rate Period Remaining Life of the Debentures (assuming theDebentures matured on the Interest Payment Date in September 2011) discountedto the Special Redemption Date on a quarterly basis (assuming a 360-day yearconsisting of twelve 30-day months) at the Treasury Rate, plus (B) accruedand unpaid interest (including Additional Interest) on the Debentures to suchSpecial Redemption Date, or (b) if the Special Redemption Date occurs onor after the Interest Payment Date in September 2011, 100% of the principal amountof the Debentures being redeemed, plus accrued and unpaid interest (includingany Additional Interest) on such Debentures to the Special Redemption Date.

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

“Tax Event” meansthe receipt by the Company and the Trust of an opinion of counsel experiencedin such matters to the effect that, as a result of any amendment to or change(including any announced prospective change) in the laws or any regulationsthereunder of the United States or any political subdivision or taxingauthority thereof or therein, or as a result of any official administrativepronouncement (including any private letter ruling, technical advicememorandum, field service advice, regulatory procedure, notice or announcement,including any notice or announcement of intent to adopt such procedures orregulations) (an “Administrative Action”) or judicial decisioninterpreting or applying such laws or regulations, regardless of whether suchAdministrative Action or judicial decision is issued to or in connection with aproceeding involving the Company or the Trust and whether or not subject toreview or appeal, which amendment, clarification, change, Administrative Actionor decision is enacted, promulgated or announced, in each case on or after thedate of original issuance of the Debentures, there is more than aninsubstantial risk that:  (i) theTrust is, or will be within 90 days of the date of such opinion, subjectto United States federal income tax with respect to income received or accruedon the Debentures; (ii) interest payable by the Company on the Debenturesis not, or within 90 days of the date of such opinion, will not be,deductible by the Company, in whole or in part, for United States federalincome tax purposes; or (iii) the Trust is, or will be within 90 daysof the date of such opinion, subject to more than a de minimis amount of othertaxes, duties or other governmental charges.

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

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

“Treasury Rate”means (i) the yield, under the heading which represents the average for theweek immediately prior to the date of calculation, appearing in the mostrecently published statistical release designated H.15 (519) or any successorpublication which is published weekly by the Federal Reserve and

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which establishes yieldson actively traded United States Treasury securities adjusted to constantmaturity under the caption “Treasury Constant Maturities,” for the maturity correspondingto the Fixed Rate Period Remaining Life (if no maturity is within three monthsbefore or after the Fixed Rate Period Remaining Life, yields for the twopublished maturities most closely corresponding to the Fixed Rate PeriodRemaining Life shall be determined and the Treasury Rate shall be interpolatedor extrapolated from such yields on a straight-line basis, rounding to thenearest month) or (ii) if such release (or any successor release) is notpublished during the week preceding the calculation date or does not containsuch yields, the rate per annum equal to the semi-annual equivalent yield tomaturity of the Comparable Treasury Issue, calculated using a price for theComparable Treasury Issue (expressed as a percentage of its principal amount)equal to the Comparable Treasury Price for such Special Redemption Date.  The Treasury Rate shall be calculated by theQuotation Agent on the third Business Day preceding the Special RedemptionDate.

“Trust” shall meanTrinity Capital Trust V, a Delaware statutory trust, or any other similartrust created for the purpose of issuing Capital Securities in connection withthe issuance of Debentures under this Indenture, of which the Company is thesponsor.

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

“Trustee” meansWilmington Trust Company, and, subject to the provisions of Article VIhereof, shall also include its successors and assigns as Trustee hereunder.

# **ARTICLEII.DEBENTURES**

## **Section 2.1.           Authenticationand Dating.**Upon the execution and delivery ofthis Indenture, or from time to time thereafter, Debentures in an aggregateprincipal amount not in excess of $10,310,000.00 may be executed and deliveredby the Company to the Trustee for authentication, and the Trustee, upon receiptof a written authentication order from the Company, shall thereuponauthenticate and make available for delivery said Debentures to or upon thewritten order of the Company, signed by its Chairman of the Board of Directors,Chief Executive Officer, Vice Chairman, the President, one of its ManagingDirectors or one of its Vice Presidents without any further action by theCompany hereunder.  Notwithstandinganything to the contrary contained herein, the Trustee shall be fully protectedin relying upon the aforementioned authentication order and written order inauthenticating and delivering said Debentures. In authenticating such Debentures, and accepting the additionalresponsibilities under this Indenture in relation to such Debentures, the Trusteeshall be entitled to receive, and (subject to Section 6.1) shall be fullyprotected in relying upon:

### (a)           a copy of any BoardResolution or Board Resolutions relating thereto and, if applicable, anappropriate record of any action taken pursuant to such resolution, in eachcase certified by the Secretary or an Assistant Secretary of the Company, asthe case may be; and

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

#### (1)            that such Debentures, whenauthenticated and delivered by the Trustee and issued by the Company in eachcase in the manner and subject to any conditions specified in such Opinion ofCounsel, will constitute valid and legally binding obligations of the Company,subject to or limited by applicable bankruptcy, insolvency, reorganization,conservatorship, receivership, moratorium and other statutory or decisionallaws relating to or affecting creditors’ rights or the reorganization offinancial institutions (including, without limitation, preference andfraudulent conveyance or

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#### transfer laws), heretofore or hereafterenacted or in effect, affecting the rights of creditors generally; and

#### (2)            that all laws and requirements inrespect of the execution and delivery by the Company of the Debentures havebeen complied with and that authentication and delivery of the Debentures bythe Trustee will not violate the terms of this Indenture.

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

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

## **Section 2.2.           Formof Trustee’s Certificate of Authentication.** TheTrustee’s certificate of authentication on all Debentures shall be insubstantially the following form:

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

WILMINGTON TRUST COMPANY,as Trustee
| By                 |   |
|--------------------|--------|
| Authorized  Signer |

 

## **Section 2.3.           Formand Denomination of Debentures.** The Debenturesshall be substantially in the form of Exhibit A attached hereto.  The Debentures shall be in registered,certificated form without coupons and in minimum denominations of $100,000.00and any multiple of $1,000.00 in excess thereof.  Any attempted transfer of the Debentures in ablock having an aggregate principal amount of less than $100,000.00 shall bedeemed to be void and of no legal effect whatsoever.  Any such purported transferee shall be deemednot to be a holder of such Debentures for any purpose, including, but notlimited to the receipt of payments on such Debentures, and such purported transfereeshall be deemed to have no interest whatsoever in such Debentures.  The Debentures shall be numbered, lettered,or otherwise distinguished in such manner or in accordance with such plans asthe officers executing the same may determine with the approval of the Trusteeas evidenced by the execution and authentication thereof.

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

In case any officer ofthe Company who shall have signed any of the Debentures shall cease to be suchofficer before the Debentures so signed shall have been authenticated anddelivered by the Trustee or the Authenticating Agent, or disposed of by theCompany, such Debentures nevertheless may be authenticated and delivered ordisposed of as though the Person who signed such Debentures had not

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ceased to be such officerof the Company; and any Debenture may be signed on behalf of the Company bysuch Persons as, at the actual date of the execution of such Debenture, shallbe the proper officers of the Company, although at the date of the execution ofthis Indenture any such person was not such an officer.

Every Debenture shall bedated the date of its authentication.

## **Section 2.5.           Exchangeand Registration of Transfer of Debentures**. TheCompany shall cause to be kept, at the office or agency maintained for thepurpose of registration of transfer and for exchange as provided inSection 3.2, a register (the “Debenture Register”) for theDebentures issued hereunder in which, subject to such reasonable regulations asit may prescribe, the Company shall provide for the registration and transferof all Debentures as in this Article II provided.  The Debenture Register shall be in writtenform or in any other form capable of being converted into written form within areasonable time.

Debentures to beexchanged may be surrendered at the Principal Office of the Trustee or at anyoffice or agency to be maintained by the Company for such purpose as providedin Section 3.2, and the Company shall execute, the Company or the Trusteeshall register and the Trustee or the Authenticating Agent shall authenticateand make available for delivery in exchange therefor the Debenture orDebentures which the Securityholder making the exchange shall be entitled toreceive.  Upon due presentment forregistration of transfer of any Debenture at the Principal Office of theTrustee or at any office or agency of the Company maintained for such purposeas provided in Section 3.2, the Company shall execute, the Company or theTrustee shall register and the Trustee or the Authenticating Agent shallauthenticate and make available for delivery in the name of the transferee ortransferees a new Debenture for a like aggregate principal amount.  Registration or registration of transfer ofany Debenture by the Trustee or by any agent of the Company appointed pursuantto Section 3.2, and delivery of such Debenture, shall be deemed to completethe registration or registration of transfer of such Debenture.

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

No service charge shallbe made for any exchange or registration of transfer of Debentures, but theCompany or the Trustee may require payment of a sum sufficient to cover anytax, fee or other governmental charge that may be imposed in connectiontherewith.

The Company or theTrustee shall not be required to exchange or register a transfer of anyDebenture for a period of 15 days next preceding the date of selection ofDebentures for redemption.

Notwithstanding anythingherein to the contrary, Debentures may not be transferred except in compliancewith the restricted securities legend set forth below, unless otherwisedetermined by the Company, upon the advice of counsel expert in securities law,in accordance with applicable law:

THIS SECURITY IS NOT ASAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANYAGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCECORPORATION.

THIS SECURITY HAS NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR

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PARTICIPATION HEREIN MAYBE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVEUNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLYBELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTSOF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TORULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSONIN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904(AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (E) TO ANINSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FORITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITEDINVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALEIN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR(F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANYSUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITHTHE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

THIS SECURITY WILL BEISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPALAMOUNT OF NOT LESS THAN $100,000.00 AND

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MULTIPLES OF $1,000.00 INEXCESS THEREOF.  ANY ATTEMPTED TRANSFEROF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN$100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

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

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

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

Every substitutedDebenture issued pursuant to the provisions of this Section 2.6 by virtueof the fact that any such Debenture is destroyed, lost or stolen shallconstitute an additional contractual obligation of the Company, whether or notthe destroyed, lost or stolen Debenture shall be found at any time, and shallbe entitled to all the benefits of this Indenture equally and proportionatelywith any and all other Debentures duly issued hereunder.  All Debentures shall be held and owned uponthe express condition that, to the extent permitted by applicable law, theforegoing provisions are exclusive with respect to the replacement or paymentof mutilated, destroyed, lost or stolen Debentures and shall preclude any andall other rights or remedies notwithstanding any law or statute existing orhereafter enacted to the contrary with respect to the replacement or payment ofnegotiable instruments or other securities without their surrender.

## **Section 2.7            TemporaryDebentures.** Pending the preparation of definitiveDebentures, the Company may execute and the Trustee shall authenticate and makeavailable for delivery temporary Debentures that are typed, printed orlithographed.  Temporary Debentures shallbe issuable in any authorized denomination, and substantially in the form ofthe definitive Debentures in lieu of which they are issued but with such omissions,insertions and variations as may be appropriate for temporary Debentures, allas may be determined by the Company. Every such temporary Debenture shall be executed by the Company and beauthenticated by the Trustee upon the same conditions and in substantially thesame manner, and with the same effect, as the definitive Debentures.  Without unreasonable delay the Company willexecute and deliver to the Trustee or the Authenticating Agent definitiveDebentures and thereupon any or all temporary Debentures may be surrendered inexchange therefor, at the principal corporate trust office of the Trustee or atany office or agency maintained by the

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##  

## Company forsuch purpose as provided in Section 3.2, and the Trustee or theAuthenticating Agent shall authenticate and make available for delivery inexchange for such temporary Debentures a like aggregate principal amount ofsuch definitive Debentures.  Suchexchange shall be made by the Company at its own expense and without any chargetherefor except that in case of any such exchange involving a registration oftransfer the Company may require payment of a sum sufficient to cover any tax,fee or other governmental charge that may be imposed in relation thereto.  Until so exchanged, the temporary Debenturesshall in all respects be entitled to the same benefits under this Indenture asdefinitive Debentures authenticated and delivered hereunder.

## **Section 2.8.           Paymentof Interest and Additional Interest**. Interest atthe Interest Rate and any Additional Interest on any Debenture that is payable,and is punctually paid or duly provided for, on any Interest Payment Date forDebentures shall be paid to the Person in whose name said Debenture (or one ormore Predecessor Securities) is registered at the close of business on theregular record date for such interest installment except that interest and anyAdditional Interest payable on the Maturity Date shall be paid to the Person towhom principal is paid.

Each Debenture shall bearinterest for the period beginning on (and including) the date of originalissuance and ending on (but excluding) the Interest Payment Date in September2011 at a rate per annum of 6.83%, and shall bear interest for each successiveDistribution Period beginning on or after the Interest Payment Date inSeptember 2011 at a rate per annum equal to the 3-Month LIBOR, determined asdescribed in Section 2.10, plus 1.65% (the “Coupon Rate”), appliedto the principal amount thereof, until the principal thereof becomes due andpayable, and on any overdue principal and to the extent that payment of suchinterest is enforceable under applicable law (without duplication) on anyoverdue installment of interest (including Additional Interest) at the InterestRate in effect for each applicable period compounded quarterly.  Interest shall be payable (subject to anyrelevant Extension Period) quarterly in arrears on each Interest Payment Datewith the first installment of interest to be paid on the Interest Payment Datein December 2006.

Any interest on anyDebenture, including Additional Interest, that is payable, but is notpunctually paid or duly provided for, on any Interest Payment Date (hereincalled “Defaulted Interest”) shall forthwith cease to be payable to theregistered holder on the relevant regular record date by virtue of having beensuch holder; and such Defaulted Interest shall be paid by the Company to thePersons in whose names such Debentures (or their respective PredecessorSecurities) are registered at the close of business on a special record datefor the payment of such Defaulted Interest, which shall be fixed in thefollowing manner: the Company shall notify the Trustee in writing at least 25days prior to the date of the proposed payment of the amount of DefaultedInterest proposed to be paid on each such Debenture and the date of theproposed payment, and at the same time the Company shall deposit with theTrustee an amount of money equal to the aggregate amount proposed to be paid inrespect of such Defaulted Interest or shall make arrangements satisfactory tothe Trustee for such deposit prior to the date of the proposed payment, suchmoney when deposited to be held in trust for the benefit of the Personsentitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a specialrecord date for the payment of such Defaulted Interest which shall not be morethan 15 nor less than 10 days prior to the date of the proposed payment and notless than 10 days after the receipt by the Trustee of the notice of the proposedpayment.  The Trustee shall promptlynotify the Company of such special record date and, in the name and at theexpense of the Company, shall cause notice of the proposed payment of suchDefaulted Interest and the special record date therefor to be mailed, firstclass postage prepaid, to each Securityholder at its address as it appears inthe Debenture Register, not less than 10 days prior to such special recorddate.  Notice of the proposed payment ofsuch Defaulted Interest and the special record date therefor having been mailedas aforesaid, such Defaulted Interest shall be paid to the Persons in whosenames such Debentures (or their respective Predecessor Securities) areregistered on such special record date and shall be no longer payable.

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The Company may makepayment of any Defaulted Interest on any Debentures in any other lawful mannerafter notice given by the Company to the Trustee of the proposed paymentmethod; provided, however, the Trustee in its sole discretiondeems such payment method to be practical.

Any interest (includingAdditional Interest) scheduled to become payable on an Interest Payment Dateoccurring during an Extension Period shall not be Defaulted Interest and shallbe payable on such other date as may be specified in the terms of suchDebentures.

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

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

## **Section 2.9.           Cancellationof Debentures Paid, etc.** All Debenturessurrendered for the purpose of payment, redemption, exchange or registration oftransfer, shall, if surrendered to the Company or any paying agent, besurrendered to the Trustee and promptly canceled by it, or, if surrendered tothe Trustee or any Authenticating Agent, shall be promptly canceled by it, andno Debentures shall be issued in lieu thereof except as expressly permitted byany of the provisions of this Indenture. All Debentures canceled by any Authenticating Agent shall be deliveredto the Trustee.  The Trustee shalldestroy all canceled Debentures unless the Company otherwise directs theTrustee in writing.  If the Company shallacquire any of the Debentures, however, such acquisition shall not operate as aredemption or satisfaction of the indebtedness represented by such Debenturesunless and until the same are surrendered to the Trustee for cancellation.

## **Section 2.10.        Computationof Interest**. The amount of interest payable(i) for any Distribution Period commencing on or after the date oforiginal issuance but before the Interest Payment Date in September 2011 willbe computed on the basis of a 360-day year of twelve 30-day months, and(ii) for the Distribution Period commencing on the Interest Payment Datein September 2011 and each succeeding Distribution Period will be calculated byapplying the Interest Rate to the principal amount outstanding at thecommencement of the Distribution Period on the basis of the actual number ofdays in the Distribution Period concerned divided by 360.  All percentages resulting from anycalculations on the Debentures will be rounded, if necessary, to the nearestone hundred-thousandth of a percentage point, with five one-millionths of a percentagepoint rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655%(or .0987655), and all dollar amounts used in or resulting from suchcalculation will be rounded to the nearest cent (with one-half cent beingrounded upward)).

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

(1)           the rate (expressedas a percentage per annum) for U.S. dollar deposits having a three-monthmaturity that appears on Telerate Page 3750 as of 11:00 a.m. (Londontime) on the related Determination Date (as defined below).  “Telerate Page 3750” means the displaydesignated as “Page 3750” on the Moneyline Telerate Service or such otherpage as may replace Page 3750 on that service or such other service orservices as may be nominated by the British Bankers’ Association as theinformation vendor for the purpose of displaying London interbank offered ratesfor U.S. dollar deposits;

(2)           if such rate cannotbe identified on the related Determination Date, the Trustee will request theprincipal London offices of four leading banks in the London interbank marketto provide such banks’ offered quotations (expressed as percentages per annum)to prime banks in

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the Londoninterbank market for U.S. dollar deposits having a three-month maturity as of11:00 a.m. (London time) on such Determination Date.  If at least two quotations are provided, 3-MonthLIBOR will be the arithmetic mean of such quotations;

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

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

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

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

### (c)           “DeterminationDate” means the date that is two London Banking Days (i.e., a business dayin which dealings in deposits in U.S. dollars are transacted in the Londoninterbank market) preceding the particular Distribution Period for which aCoupon Rate is being determined.

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

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

## **Section 2.11.        Extensionof Interest Payment Period**. So long as noAcceleration Event of Default has occurred and is continuing, the Company shallhave the right, from time to time, and without causing an Event of Default, todefer payments of interest on the Debentures by extending the interest paymentperiod on the Debentures at any time and from time to time during the term ofthe Debentures, for up to 20 consecutive quarterly periods (each suchextended interest payment period, an “Extension

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## Period”),during which Extension Period no interest (including Additional Interest) shallbe due and payable (except any Additional Sums that may be due andpayable).  No Extension Period may end ona date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on theDebentures, and interest on such accrued interest will accrue at an annual rateequal to the Interest Rate in effect for such Extension Period, compoundedquarterly from the date such interest would have been payable were it not forthe Extension Period, to the extent permitted by law (such interest referred toherein as “Additional Interest”). At the end of any such Extension Period the Company shall pay allinterest then accrued and unpaid on the Debentures (together with AdditionalInterest thereon); provided, however, that no Extension Periodmay extend beyond the Maturity Date; providedfurther, however,that during any such Extension Period, the Company shall not and shall notpermit any Affiliate to (i) declare or pay any dividends or distributionson, or redeem, purchase, acquire, or make a liquidation payment with respectto, any of the Company’s or such Affiliate’s capital stock (other than paymentsof dividends or distributions to the Company) or make any guarantee paymentswith respect to the foregoing or (ii) make any payment of principal of orinterest or premium, if any, on or repay, repurchase or redeem any debtsecurities of the Company or any Affiliate that rank *pari passu* in all respects with or junior in interest to theDebentures (other than, with respect to clauses (i) or (ii) above,(a) repurchases, redemptions or other acquisitions of shares of capitalstock of the Company in connection with any employment contract, benefit planor other similar arrangement with or for the benefit of one or more employees,officers, directors or consultants, in connection with a dividend reinvestmentor stockholder stock purchase plan or in connection with the issuance ofcapital stock of the Company (or securities convertible into or exercisable forsuch capital stock) as consideration in an acquisition transaction entered intoprior to the applicable Extension Period, (b) as a result of any exchangeor conversion of any class or series of the Company’s capital stock (or anycapital stock of a subsidiary of the Company) for any class or series of theCompany’s capital stock or of any class or series of the Company’s indebtednessfor any class or series of the Company’s capital stock, (c) the purchaseof fractional interests in shares of the Company’s capital stock pursuant tothe conversion or exchange provisions of such capital stock or the securitybeing converted or exchanged, (d) any declaration of a dividend inconnection with any stockholders’ rights plan, or the issuance of rights, stockor other property under any stockholders’ rights plan, or the redemption orrepurchase of rights pursuant thereto, (e) any dividend in the form ofstock, warrants, options or other rights where the dividend stock or the stockissuable upon exercise of such warrants, options or other rights is the samestock as that on which the dividend is being paid or ranks *pari passu* with or junior to such stockand any cash payments in lieu of fractional shares issued in connectiontherewith, or (f) payments under the Capital Securities Guarantee).  Prior to the termination of any ExtensionPeriod, the Company may further extend such period, provided that such periodtogether with all such previous and further consecutive extensions thereofshall not exceed 20 consecutive quarterly periods, or extend beyond theMaturity Date.  Upon the termination ofany Extension Period and upon the payment of all accrued and unpaid interestand Additional Interest, the Company may commence a new Extension Period,subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during anExtension Period, except at the end thereof, but each installment of interestthat would otherwise have been due and payable during such Extension Periodshall bear Additional Interest to the extent permitted by applicable law.  The Company must give the Trustee notice ofits election to begin or extend an Extension Period by the close of business atleast 15 Business Days prior to the Interest Payment Date with respect to whichinterest on the Debentures would have been payable except for the election tobegin or extend such Extension Period. The Trustee shall give notice of the Company’s election to begin a newExtension Period to the Securityholders.

## **Section 2.12.        CUSIPNumbers.** The Company in issuing the Debentures mayuse “CUSIP” numbers (if then generally in use), and, if so, the Trustee shalluse CUSIP numbers in notices of redemption as a convenience to Securityholders;provided, however, that any such notice may state that no representation ismade as to the correctness of such numbers either as printed on the Debenturesor as contained in any notice of a redemption and that reliance may be placedonly on the other identification

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## numbers printedon the Debentures, and any such redemption shall not be affected by any defectin or omission of such numbers.  TheCompany will promptly notify the Trustee in writing of any change in the CUSIPnumbers.

# **ARTICLE III.PARTICULAR COVENANTS OF THE COMPANY**

## **Section 3.1.           Paymentof Principal, Premium and Interest; Agreed Treatment of the Debentures.**

 

## (a)           TheCompany covenants and agrees that it will duly and punctually pay or cause tobe paid the principal of and premium, if any, and interest and any AdditionalInterest and other payments on the Debentures at the place, at the respectivetimes and in the manner provided in this Indenture and the Debentures. Eachinstallment of interest on the Debentures may be paid (i) by mailingchecks for such interest payable to the order of the holders of Debenturesentitled thereto as they appear on the registry books of the Company if arequest for a wire transfer has not been received by the Company or(ii) by wire transfer to any account with a banking institution located inthe United States designated in writing by such Person to the paying agent nolater than the related record date. Notwithstanding the foregoing, so long as the holder of this Debentureis the Institutional Trustee, the payment of the principal of and interest onthis Debenture will be made in immediately available funds at such place and tosuch account as may be designated by the Institutional Trustee.

### (b)           The Company willtreat the Debentures as indebtedness, and the amounts payable in respect of theprincipal amount of such Debentures as interest, for all United States federalincome tax purposes.  All payments inrespect of such Debentures will be made free and clear of United Stateswithholding tax to any beneficial owner thereof that has provided an InternalRevenue Service Form W8 BEN (or any substitute or successor form) establishingits non-United States status for United States federal income tax purposes.

### (c)           As of the date ofthis Indenture, the Company has no present intention to exercise its rightunder Section 2.11 to defer payments of interest on the Debentures bycommencing an Extension Period.

### (d)           As of the date ofthis Indenture, the Company believes that the likelihood that it would exerciseits right under Section 2.11 to defer payments of interest on the Debentures bycommencing an Extension Period at any time during which the Debentures areoutstanding is remote because of the restrictions that would be imposed on theCompany’s ability to declare or pay dividends or distributions on, or toredeem, purchase or make a liquidation payment with respect to, any of itsoutstanding equity and on the Company’s ability to make any payments ofprincipal of or interest on, or repurchase or redeem, any of its debtsecurities that rank *pari passu* inall respects with (or junior in interest to) the Debentures.

## **Section 3.2.           Officesfor Notices and Payments, etc.** So long as any ofthe Debentures remain outstanding, the Company will maintain in Wilmington,Delaware, an office or agency where the Debentures may be presented forpayment, an office or agency where the Debentures may be presented forregistration of transfer and for exchange as in this Indenture provided and anoffice or agency where notices and demands to or upon the Company in respect ofthe Debentures or of this Indenture may be served.  The Company will give to the Trustee writtennotice of the location of any such office or agency and of any change oflocation thereof.  Until otherwisedesignated from time to time by the Company in a notice to the Trustee, orspecified as contemplated by Section 2.5, such office or agency for all of theabove purposes shall be the office or agency of the Trustee.  In case the Company shall fail to maintainany such office or agency in Wilmington, Delaware, or shall fail to give suchnotice of the location or of

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## any change inthe location thereof, presentations and demands may be made and notices may beserved at the Principal Office of the Trustee.

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

## **Section 3.3.           Appointmentsto Fill Vacancies in Trustee’s Office.** TheCompany, whenever necessary to avoid or fill a vacancy in the office ofTrustee, will appoint, in the manner provided in Section 6.9, a Trustee,so that there shall at all times be a Trustee hereunder.

## **Section 3.4.           Provisionas to Paying Agent.**

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

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

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

#### (3)           thatit will, at any time during the continuance of any Event of Default, upon thewritten request of the Trustee, forthwith pay to the Trustee all sums so heldin trust by such paying agent.

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

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

### (c)           Anything in thisSection 3.4 to the contrary notwithstanding, the Company may, at any time,for the purpose of obtaining a satisfaction and discharge with respect to theDebentures, or for any

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### other reason,pay, or direct any paying agent to pay to the Trustee all sums held in trust bythe Company or any such paying agent, such sums to be held by the Trustee uponthe trusts herein contained.

### (d)           Anything in thisSection 3.4 to the contrary notwithstanding, the agreement to hold sums intrust as provided in this Section 3.4 is subject to Sections 12.3 and12.4.

## **Section 3.5.           Certificateto Trustee.** The Company will deliver to theTrustee on or before 120 days after the end of each fiscal year, so longas Debentures are outstanding hereunder, a Certificate stating that in thecourse of the performance by the signers of their duties as officers of theCompany they would normally have knowledge of any default during such fiscalyear by the Company in the performance of any covenants contained herein,stating whether or not they have knowledge of any such default and, if so,specifying each such default of which the signers have knowledge and the natureand status thereof.  A form of thisCertificate is attached hereto as Exhibit B.

## **Section 3.6.           AdditionalSums.** If and for so long as the Trust is theholder of all Debentures and the Trust is required to pay any additional taxes(including withholding taxes), duties, assessments or other governmentalcharges as a result of a Tax Event, the Company will pay such additionalamounts (“Additional Sums”) on the Debentures as shall be required sothat the net amounts received and retained by the Trust after paying taxes(including withholding taxes), duties, assessments or other governmentalcharges will be equal to the amounts the Trust would have received if no suchtaxes, duties, assessments or other governmental charges had been imposed.  Whenever in this Indenture or the Debenturesthere is a reference in any context to the payment of principal of or intereston the Debentures, such mention shall be deemed to include mention of paymentsof the Additional Sums provided for in this paragraph to the extent that, insuch context, Additional Sums are, were or would be payable in respect thereofpursuant to the provisions of this paragraph and express mention of the paymentof Additional Sums (if applicable) in any provisions hereof shall not beconstrued as excluding Additional Sums in those provisions hereof where suchexpress mention is not made; provided, however, that the deferralof the payment of interest during an Extension Period pursuant toSection 2.11 shall not defer the payment of any Additional Sums that maybe due and payable.

## **Section 3.7.           Compliancewith Consolidation Provisions.** The Company willnot, while any of the Debentures remain outstanding, consolidate with, or mergeinto, or merge into itself, or sell or convey all or substantially all of itsproperty to any other Person unless the provisions of Article XI hereofare complied with.

## **Section 3.8.           Limitationon Dividends.** If Debentures are initially issuedto the Trust or a trustee of such Trust in connection with the issuance ofTrust Securities by the Trust (regardless of whether Debentures continue to beheld by such Trust) and (i) there shall have occurred and be continuing anEvent of Default, (ii) the Company shall be in default with respect to itspayment of any obligations under the Capital Securities Guarantee, or(iii) the Company shall have given notice of its election to deferpayments of interest on the Debentures by extending the interest payment periodas provided herein and such period, or any extension thereof, shall becontinuing, then the Company shall not, and shall not allow any Affiliate ofthe Company to, (x) declare or pay any dividends or distributions on, orredeem, purchase, acquire, or make a liquidation payment with respect to, anyof the Company’s capital stock or its Affiliates’ capital stock (other thanpayments of dividends or distributions to the Company) or make any guaranteepayments with respect to the foregoing or (y) make any payment ofprincipal of or interest or premium, if any, on or repay, repurchase or redeemany debt securities of the Company or any Affiliate that rank *pari passu* in all respects with or juniorin interest to the Debentures (other than, with respect to clauses (x) and (y)above,  (1) repurchases, redemptionsor other acquisitions of shares of capital stock of the Company in connectionwith any employment contract, benefit plan or other similar arrangement with orfor the benefit of one or more employees, officers, directors or consultants,in connection with a

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## dividendreinvestment or stockholder stock purchase plan or in connection with theissuance of capital stock of the Company (or securities convertible into orexercisable for such capital stock) as consideration in an acquisitiontransaction entered into prior to the applicable Extension Period, if any,(2) as a result of any exchange or conversion of any class or series ofthe Company’s capital stock (or any capital stock of a subsidiary of theCompany) for any class or series of the Company’s capital stock or of any classor series of the Company’s indebtedness for any class or series of the Company’scapital stock, (3) the purchase of fractional interests in shares of theCompany’s capital stock pursuant to the conversion or exchange provisions of suchcapital stock or the security being converted or exchanged, (4) anydeclaration of a dividend in connection with any stockholders’ rights plan, orthe issuance of rights, stock or other property under any stockholders’ rightsplan, or the redemption or repurchase of rights pursuant thereto, (5) anydividend in the form of stock, warrants, options or other rights where thedividend stock or the stock issuable upon exercise of such warrants, options orother rights is the same stock as that on which the dividend is being paid orranks *pari passu* with or juniorto such stock and any cash payments in lieu of fractional shares issued inconnection therewith, or (6) payments under the Capital SecuritiesGuarantee).

## **Section 3.9.           Covenantsas to the Trust.** For so long as the TrustSecurities remain outstanding, the Company shall maintain 100% ownership of theCommon Securities; provided, however, that any permittedsuccessor of the Company under this Indenture may succeed to the Company’sownership of such Common Securities.  TheCompany, as owner of the Common Securities, shall, except in connection with adistribution of Debentures to the holders of Trust Securities in liquidation ofthe Trust, the redemption of all of the Trust Securities or certain mergers,consolidations or amalgamations, each as permitted by the Declaration, causethe Trust  (a) to remain a statutorytrust, (b) to otherwise continue to be classified as a grantor trust forUnited States federal income tax purposes, and (c) to cause each holder ofTrust Securities to be treated as owning an undivided beneficial interest inthe Debentures.

## **Section 3.10.        AdditionalJunior Indebtedness.**The Company shall not, and itshall not cause or permit any Subsidiary of the Company to, incur, issue or beobligated on any Additional Junior Indebtedness, either directly or indirectly,by way of guarantee, suretyship or otherwise, other than Additional JuniorIndebtedness (i) that, by its terms, is expressly stated to be eitherjunior and subordinate or *pari passu*in all respects to the Debentures, and (ii) of which the Company hasnotified (and, if then required under the applicable guidelines of theregulating entity, has received approval from) the Federal Reserve.

# **ARTICLE IV.SECURITYHOLDERS’ LISTS AND REPORTSBY THE COMPANY AND THE TRUSTEE**

## **Section 4.1.           Securityholders’Lists.** The Company covenants and agrees that itwill furnish or cause to be furnished to the Trustee:

### (a)           on each regularrecord date for the Debentures, a list, in such form as the Trustee may reasonablyrequire, of the names and addresses of the Securityholders of the Debentures asof such record date; and

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

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

 

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## **Section 4.2.           Preservationand Disclosure of Lists.**

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

### (b)           In case three ormore holders of Debentures (hereinafter referred to as “applicants”) apply inwriting to the Trustee and furnish to the Trustee reasonable proof that eachsuch applicant has owned a Debenture for a period of at least 6 monthspreceding the date of such application, and such application states that theapplicants desire to communicate with other holders of Debentures with respectto their rights under this Indenture or under such Debentures and isaccompanied by a copy of the form of proxy or other communication which suchapplicants propose to transmit, then the Trustee shall within 5 Business Daysafter the receipt of such application, at its election, either:

#### (1)           affordsuch applicants access to the information preserved at the time by the Trusteein accordance with the provisions of subsection (a) of thisSection 4.2, or

#### (2)           informsuch applicants as to the approximate number of holders of Debentures whosenames and addresses appear in the information preserved at the time by theTrustee in accordance with the provisions of subsection (a) of thisSection 4.2, and as to the approximate cost of mailing to suchSecurityholders the form of proxy or other communication, if any, specified insuch application.

If the Trustee shallelect not to afford such applicants access to such information, the Trusteeshall, upon the written request of such applicants, mail to each Securityholderwhose name and address appear in the information preserved at the time by theTrustee in accordance with the provisions of subsection (a) of thisSection 4.2 a copy of the form of proxy or other communication which isspecified in such request with reasonable promptness after a tender to theTrustee of the material to be mailed and of payment, or provision for the payment,of the reasonable expenses of mailing, unless within five days after suchtender, the Trustee shall mail to such applicants and file with the Securitiesand Exchange Commission, if permitted or required by applicable law, togetherwith a copy of the material to be mailed, a written statement to the effectthat, in the opinion of the Trustee, such mailing would be contrary to the bestinterests of the holders of all Debentures, as the case may be, or would be inviolation of applicable law.  Suchwritten statement shall specify the basis of such opinion.  If said Commission, as permitted or requiredby applicable law, after opportunity for a hearing upon the objectionsspecified in the written statement so filed, shall enter an order refusing tosustain any of such objections or if, after the entry of an order sustainingone or more of such objections, said Commission shall find, after notice andopportunity for hearing, that all the objections so sustained have been met andshall enter an order so declaring, the Trustee shall mail copies of suchmaterial to all such Securityholders with reasonable promptness after the entryof such order and the renewal of such tender; otherwise the Trustee shall berelieved of any obligation or duty to such applicants respecting theirapplication.

### (c)           Each and everyholder of Debentures, by receiving and holding the same, agrees with theCompany and the Trustee that neither the Company nor the Trustee nor any payingagent shall be held accountable by reason of the disclosure of any suchinformation as to the names and addresses of the holders of Debentures inaccordance with the provisions of subsection (b) of this Section 4.2,regardless of the source from which such information was derived, and that theTrustee shall not be held accountable by reason of mailing any materialpursuant to a request made under said subsection (b).

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**ARTICLE V.REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSUPON AN EVENT OF DEFAULT**

## **Section 5.1.**           **Eventsof Default.**“Event ofDefault,” wherever used herein, means any one of the following events (whateverthe reason for such Event of Default and whether it shall be voluntary orinvoluntary or be effected by operation of law or pursuant to any judgment,decree or order of any court or any order, rule or regulation of anyadministrative or governmental body):

### (a)           the Company defaultsin the payment of any interest upon any Debenture, including any AdditionalInterest in respect thereof, following the nonpayment of any such interest fortwenty or more consecutive Distribution Periods; or

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

### (c)           the Company defaultsin the performance of, or breaches, any of its covenants or agreements in thisIndenture or in the terms of the Debentures established as contemplated in thisIndenture (other than a covenant or agreement a default in whose performance orwhose breach is elsewhere in this Section specifically dealt with), andcontinuance of such default or breach for a period of 60 days after therehas been given, by registered or certified mail, to the Company by the Trusteeor to the Company and the Trustee by the holders of at least 25% in aggregateprincipal amount of the outstanding Debentures, a written notice specifyingsuch default or breach and requiring it to be remedied and stating that suchnotice is a “Notice of Default” hereunder; or

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

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

### (f)            the Trust shallhave voluntarily or involuntarily liquidated, dissolved, wound-up its businessor otherwise terminated its existence except in connection with (i) thedistribution of the Debentures to holders of such Trust Securities inliquidation of their interests in the Trust, (ii) the redemption of all ofthe outstanding Trust Securities or (iii) certain mergers, consolidationsor amalgamations, each as permitted by the Declaration.

If an Acceleration Eventof Default occurs and is continuing with respect to the Debentures, then, andin each and every such case, unless the principal of the Debentures shall havealready become due and payable, either the Trustee or the holders of not lessthan 25% in aggregate principal amount of the Debentures then outstandinghereunder, by notice in writing to the Company (and to the Trustee if given bySecurityholders), may declare the entire principal of the Debentures and theinterest accrued thereon, if any, to be due and payable immediately, and uponany such declaration the same shall become

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immediately due andpayable.  If an Event of Default underSection 5.1(b) or (c) occurs and is continuing with respect to theDebentures, then, and in each and every such case, unless the principal of theDebentures shall have already become due and payable, either the Trustee or theholders of not less than 25% in aggregate principal amount of the Debenturesthen outstanding hereunder, by notice in writing to the Company (and to theTrustee if given by Securityholders), may proceed to remedy the default orbreach thereunder by such appropriate judicial proceedings as the Trustee orsuch holders shall deem most effectual to remedy the defaulted covenant orenforce the provisions of this Indenture so breached, either by suit in equityor by action at law, for damages or otherwise.

The foregoing provisions,however, are subject to the condition that if, at any time after the principalof the Debentures shall have been so declared due and payable, and before anyjudgment or decree for the payment of the moneys due shall have been obtainedor entered as hereinafter provided, (i) the Company shall pay or shalldeposit with the Trustee a sum sufficient to pay all matured installments ofinterest upon all the Debentures and the principal of and premium, if any, onthe Debentures which shall have become due otherwise than by acceleration (withinterest upon such principal and premium, if any, and Additional Interest) andsuch amount as shall be sufficient to cover reasonable compensation to theTrustee and each predecessor Trustee, their respective agents, attorneys andcounsel, and all other amounts due to the Trustee pursuant to Section 6.6,if any, and (ii) all Events of Default under this Indenture, other thanthe non-payment of the principal of or premium, if any, on Debentures whichshall have become due by acceleration, shall have been cured, waived orotherwise remedied as provided herein — then and in every such case theholders of a majority in aggregate principal amount of the Debentures thenoutstanding, by written notice to the Company and to the Trustee, may waive alldefaults and rescind and annul such declaration and its consequences, but nosuch waiver or rescission and annulment shall extend to or shall affect anysubsequent default or shall impair any right consequent thereon.

In case the Trustee shallhave proceeded to enforce any right under this Indenture and such proceedingsshall have been discontinued or abandoned because of such rescission orannulment or for any other reason or shall have been determined adversely tothe Trustee, then and in every such case the Company, the Trustee and theholders of the Debentures shall be restored respectively to their severalpositions and rights hereunder, and all rights, remedies and powers of theCompany, the Trustee and the holders of the Debentures shall continue as thoughno such proceeding had been taken.

## **Section 5.2.           Paymentof Debentures on Default; Suit Therefor.** TheCompany covenants that upon the occurrence of an Event of Default pursuant toSection 5.1(a) or (b) then, upon demand of the Trustee, the Company willpay to the Trustee, for the benefit of the holders of the Debentures the wholeamount that then shall have become due and payable on all Debentures forprincipal and premium, if any, or interest, or both, as the case may be, withAdditional Interest accrued on the Debentures (to the extent that payment ofsuch interest is enforceable under applicable law and, if the Debentures areheld by the Trust or a trustee of such Trust, without duplication of any otheramounts paid by the Trust or a trustee in respect thereof); and, in additionthereto, such further amount as shall be sufficient to cover the costs andexpenses of collection, including a reasonable compensation to the Trustee, itsagents, attorneys and counsel, and any other amounts due to the Trustee under Section 6.6.  In case the Company shall fail forthwith topay such amounts upon such demand, the Trustee, in its own name and as trusteeof an express trust, shall be entitled and empowered to institute any actionsor proceedings at law or in equity for the collection of the sums so due andunpaid, and may prosecute any such action or proceeding to judgment or finaldecree, and may enforce any such judgment or final decree against the Companyor any other obligor on such Debentures and collect in the manner provided bylaw out of the property of the Company or any other obligor on such Debentureswherever situated the moneys adjudged or decreed to be payable.

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##  

In case there shall bepending proceedings for the bankruptcy or for the reorganization of the Companyor any other obligor on the Debentures under Bankruptcy Law, or in case areceiver or trustee shall have been appointed for the property of the Companyor such other obligor, or in the case of any other similar judicial proceedingsrelative to the Company or other obligor upon the Debentures, or to thecreditors or property of the Company or such other obligor, the Trustee,irrespective of whether the principal of the Debentures shall then be due andpayable as therein expressed or by declaration of acceleration or otherwise andirrespective of whether the Trustee shall have made any demand pursuant to theprovisions of this Section 5.2, shall be entitled and empowered, byintervention in such proceedings or otherwise,

(i)                                     tofile and prove a claim or claims for the whole amount of principal and interestowing and unpaid in respect of the Debentures,

(ii)                                  incase of any judicial proceedings, to file such proofs of claim and other papersor documents as may be necessary or advisable in order to have the claims ofthe Trustee (including any claim for reasonable compensation to the Trustee andeach predecessor Trustee, and their respective agents, attorneys and counsel,and for reimbursement of all other amounts due to the Trustee underSection 6.6), and of the Securityholders allowed in such judicialproceedings relative to the Company or any other obligor on the Debentures, orto the creditors or property of the Company or such other obligor, unlessprohibited by applicable law and regulations, to vote on behalf of the holdersof the Debentures in any election of a trustee or a standby trustee inarrangement, reorganization, liquidation or other bankruptcy or insolvencyproceedings or Person performing similar functions in comparable proceedings,

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

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

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

Nothing herein containedshall be construed to authorize the Trustee to authorize or consent to oraccept or adopt on behalf of any Securityholder any plan of reorganization,arrangement, adjustment or composition affecting the Debentures or the rightsof any holder thereof or to authorize the Trustee to vote in respect of theclaim of any Securityholder in any such proceeding.

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

In any proceedingsbrought by the Trustee (and also any proceedings involving the interpretationof any provision of this Indenture to which the Trustee shall be a party), theTrustee shall be held to represent all the holders of the Debentures, and it shallnot be necessary to make any holders of the Debentures parties to any suchproceedings.

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

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

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

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

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

## **Section 5.4.           Proceedingsby Securityholders.**No holder of any Debentureshall have any right to institute any suit, action or proceeding for any remedyhereunder, unless such holder previously shall have given to the Trusteewritten notice of an Event of Default with respect to the Debentures and unlessthe holders of not less than 25% in aggregate principal amount of theDebentures then outstanding shall have given the Trustee a written request toinstitute such action, suit or proceeding and shall have offered to the Trusteesuch reasonable indemnity as it may require against the costs, expenses andliabilities to be incurred thereby, and the Trustee for 60 days after itsreceipt of such notice, request and offer of indemnity shall have failed toinstitute any such action, suit or proceeding.

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

## **Section 5.5.           Proceedingsby Trustee.**In case of an Event of Defaulthereunder the Trustee may in its discretion proceed to protect and enforce therights vested in it by this Indenture by such appropriate judicial proceedingsas the Trustee shall deem most effectual to protect and enforce any of suchrights, either by suit in equity or by action at law or by proceeding inbankruptcy or otherwise, whether for the specific enforcement of any covenantor agreement contained in this Indenture or in aid of the exercise of any powergranted in this Indenture, or to enforce any other legal or equitable rightvested in the Trustee by this Indenture or by law.

## **Section 5.6.           RemediesCumulative and Continuing; Delay or Omission Not a Waiver.**Exceptas otherwise provided in Section 2.6, all powers and remedies given bythis Article V to the Trustee or to the Securityholders shall, to theextent permitted by law, be deemed cumulative and not

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## exclusive ofany other powers and remedies available to the Trustee or the holders of theDebentures, by judicial proceedings or otherwise, to enforce the performance orobservance of the covenants and agreements contained in this Indenture orotherwise established with respect to the Debentures, and no delay or omissionof the Trustee or of any holder of any of the Debentures to exercise any right,remedy or power accruing upon any Event of Default occurring and continuing asaforesaid shall impair any such right, remedy or power, or shall be construedto be a waiver of any such default or an acquiescence therein; and, subject tothe provisions of Section 5.4, every power and remedy given by thisArticle V or by law to the Trustee or to the Securityholders may beexercised from time to time, and as often as shall be deemed expedient, by theTrustee (in accordance with its duties under Section 6.1) or by the Securityholders.

## **Section 5.7.           Directionof Proceedings and Waiver of Defaults by Majority of Securityholders.**Theholders of a majority in aggregate principal amount of the Debentures affected(voting as one class) at the time outstanding shall have the right to direct thetime, method, and place of conducting any proceeding for any remedy availableto the Trustee, or exercising any trust or power conferred on the Trustee withrespect to such Debentures; provided, however, that (subject tothe provisions of Section 6.1) the Trustee shall have the right to declineto follow any such direction if the Trustee shall determine that the action sodirected would be unjustly prejudicial to the holders not taking part in suchdirection or if the Trustee being advised by counsel determines that the actionor proceeding so directed may not lawfully be taken or if a Responsible Officerof the Trustee shall determine that the action or proceedings so directed wouldinvolve the Trustee in personal liability.

The holders of a majorityin aggregate principal amount of the Debentures at the time outstanding may onbehalf of the holders of all of the Debentures waive (or modify any previouslygranted waiver of) any past default or Event of Default, and its consequences,except a default (a) in the payment of principal of, premium, if any, orinterest on any of the Debentures, (b) in respect of covenants orprovisions hereof which cannot be modified or amended without the consent ofthe holder of each Debenture affected, or (c) in respect of the covenantscontained in Section 3.9; provided, however, that if theDebentures are held by the Trust or a trustee of such trust, such waiver ormodification to such waiver shall not be effective until the holders of amajority in Liquidation Amount of Trust Securities of the Trust shall haveconsented to such waiver or modification to such waiver, provided, further,that if the consent of the holder of each outstanding Debenture is required,such waiver shall not be effective until each holder of the Trust Securities ofthe Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to becured for all purposes of this Indenture and the Company, the Trustee and theholders of the Debentures shall be restored to their former positions andrights hereunder, respectively; but no such waiver shall extend to anysubsequent or other default or Event of Default or impair any right consequentthereon.  Whenever any default or Eventof Default hereunder shall have been waived as permitted by this Section, saiddefault or Event of Default shall for all purposes of the Debentures and thisIndenture be deemed to have been cured and to be not continuing.

## **Section 5.8.           Noticeof Defaults.**The Trustee shall, within90 days after the actual knowledge by a Responsible Officer of the Trusteeof the occurrence of a default with respect to the Debentures, mail to allSecurityholders, as the names and addresses of such holders appear upon theDebenture Register, notice of all defaults with respect to the Debentures knownto the Trustee, unless such defaults shall have been cured before the giving ofsuch notice (the term “defaults” for the purpose of this Section 5.8 beinghereby defined to be the events specified in clauses (a), (b), (c), (d),(e) and (f) of Section 5.1, not including periods of grace, if any,provided for therein); provided, however, that, except in thecase of default in the payment of the principal of, premium, if any, orinterest on any of the Debentures, the Trustee shall be protected inwithholding such notice if and so long as a Responsible Officer of the Trusteein good faith determines that the withholding of such notice is in theinterests of the Securityholders.

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##  

## **Section 5.9.           Undertakingto Pay Costs.**All parties to this Indenture agree,and each holder of any Debenture by his acceptance thereof shall be deemed tohave agreed, that any court may in its discretion require, in any suit for theenforcement of any right or remedy under this Indenture, or in any suit againstthe Trustee for any action taken or omitted by it as Trustee, the filing by anyparty 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, includingreasonable attorneys’ fees and expenses, against any party litigant in suchsuit, having due regard to the merits and good faith of the claims or defensesmade by such party litigant; provided, however, that theprovisions of this Section 5.9 shall not apply to any suit instituted bythe Trustee, to any suit instituted by any Securityholder, or group ofSecurityholders, holding in the aggregate more than 10% in principal amount ofthe Debentures outstanding, or to any suit instituted by any Securityholder forthe enforcement of the payment of the principal of (or premium, if any) orinterest on any Debenture against the Company on or after the same shall havebecome due and payable.

**ARTICLE VI.CONCERNING THE TRUSTEE**

## **Section 6.1.           Dutiesand Responsibilities of Trustee.**With respect tothe holders of Debentures issued hereunder, the Trustee, prior to theoccurrence of an Event of Default with respect to the Debentures and after thecuring or waiving of all Events of Default which may have occurred, withrespect to the Debentures, undertakes to perform such duties and only suchduties as are specifically set forth in this Indenture, and no impliedcovenants shall be read into this Indenture against the Trustee.  In case an Event of Default with respect tothe Debentures has occurred (which has not been cured or waived), the Trusteeshall exercise such of the rights and powers vested in it by this Indenture,and use the same degree of care and skill in their exercise, as a prudent manwould exercise or use under the circumstances in the conduct of his ownaffairs.

No provision of thisIndenture shall be construed to relieve the Trustee from liability for its ownnegligent action, its own negligent failure to act or its own willfulmisconduct, except that:

### (a)           prior to the occurrenceof an Event of Default with respect to Debentures and after the curing orwaiving of all Events of Default which may have occurred

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

#### (2)           inthe absence of bad faith on the part of the Trustee, the Trustee mayconclusively rely, as to the truth of the statements and the correctness of theopinions expressed therein, upon any certificates or opinions furnished to theTrustee and conforming to the requirements of this Indenture; but, in the caseof any such certificates or opinions which by any provision hereof arespecifically required to be furnished to the Trustee, the Trustee shall be undera duty to examine the same to determine whether or not they conform to therequirements of this Indenture;

### (b)           the Trustee shallnot be liable for any error of judgment made in good faith by a ResponsibleOfficer or Officers of the Trustee, unless it shall be proved that the Trusteewas negligent in ascertaining the pertinent facts; and

### (c)           the Trustee shallnot be liable with respect to any action taken or omitted to be taken by it ingood faith, in accordance with the direction of the Securityholders pursuant toSection 5.7, relating to

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### the time,method and place of conducting any proceeding for any remedy available to theTrustee, or exercising any trust or power conferred upon the Trustee, underthis Indenture.

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

## **Section 6.2.           Relianceon Documents, Opinions, etc.**Except as otherwiseprovided in Section 6.1:

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

### (b)           any request,direction, order or demand of the Company mentioned herein shall besufficiently evidenced by an Officers’ Certificate (unless other evidence inrespect thereof be herein specifically prescribed); and any Board Resolutionmay be evidenced to the Trustee by a copy thereof certified by the Secretary oran Assistant Secretary of the Company;

### (c)           the Trustee mayconsult with counsel of its selection and any advice or Opinion of Counselshall be full and complete authorization and protection in respect of anyaction taken, suffered or omitted by it hereunder in good faith and inaccordance with such advice or Opinion of Counsel;

### (d)           the Trustee shall beunder no obligation to exercise any of the rights or powers vested in it bythis Indenture at the request, order or direction of any of theSecurityholders, pursuant to the provisions of this Indenture, unless suchSecurityholders shall have offered to the Trustee reasonable security orindemnity against the costs, expenses and liabilities which may be incurredtherein or thereby;

### (e)           the Trustee shallnot be liable for any action taken or omitted by it in good faith and believedby it to be authorized or within the discretion or rights or powers conferredupon it by this Indenture; nothing contained herein shall, however, relieve theTrustee of the obligation, upon the occurrence of an Event of Default withrespect to the Debentures (that has not been cured or waived) to exercise withrespect to Debentures such of the rights and powers vested in it by thisIndenture, and to use the same degree of care and skill in their exercise, as aprudent man would exercise or use under the circumstances in the conduct of hisown affairs;

### (f)            the Trustee shallnot be bound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice,request, consent, order, approval, bond, debenture, coupon or other paper ordocument, unless requested in writing to do so by the holders of not less thana majority in aggregate principal amount of the outstanding Debentures affectedthereby; provided, however, that if the payment within a reasonabletime to the Trustee of the costs, expenses or liabilities likely to be incurredby 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 theterms of this Indenture, the Trustee may require reasonable indemnity againstsuch expense or liability as a condition to so proceeding;

### (g)           the Trustee mayexecute any of the trusts or powers hereunder or perform any duties hereundereither directly or by or through agents (including any Authenticating Agent) orattorneys, and

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### the Trusteeshall not be responsible for any misconduct or negligence on the part of anysuch agent or attorney appointed by it with due care; and

### (h)           with the exceptionsof defaults under Sections 5.1(a) or (b), the Trustee shall not be charged withknowledge of any Default or Event of Default with respect to the Debenturesunless a written notice of such Default or Event of Default shall have beengiven to the Trustee by the Company or any other obligor on the Debentures orby any holder of the Debentures.

## **Section 6.3.           NoResponsibility for Recitals, etc.**The recitalscontained herein and in the Debentures (except in the certificate ofauthentication of the Trustee or the Authenticating Agent) shall be taken asthe statements of the Company, and the Trustee and the Authenticating Agentassume no responsibility for the correctness of the same.  The Trustee and the Authenticating Agent makeno representations as to the validity or sufficiency of this Indenture or ofthe Debentures.  The Trustee and theAuthenticating Agent shall not be accountable for the use or application by theCompany of any Debentures or the proceeds of any Debentures authenticated anddelivered by the Trustee or the Authenticating Agent in conformity with theprovisions of this Indenture.

## **Section 6.4.           Trustee,Authenticating Agent, Paying Agents, Transfer Agents or Registrar May OwnDebentures.**The Trustee or any AuthenticatingAgent or any paying agent or any transfer agent or any Debenture registrar, inits individual or any other capacity, may become the owner or pledgee ofDebentures with the same rights it would have if it were not Trustee,Authenticating Agent, paying agent, transfer agent or Debenture registrar.

## **Section 6.5.           Moneysto be Held in Trust.**Subject to the provisions ofSection 12.4, all moneys received by the Trustee or any paying agentshall, until used or applied as herein provided, be held in trust for thepurpose for which they were received, but need not be segregated from otherfunds except to the extent required by law. The Trustee and any paying agent shall be under no liability forinterest on any money received by it hereunder except as otherwise agreed inwriting with the Company.  So long as noEvent of Default shall have occurred and be continuing, all interest allowed onany such moneys shall be paid from time to time upon the written order of theCompany, signed by the Chairman of the Board of Directors, the Chief ExecutiveOfficer, the President, a Managing Director, a Vice President, the Treasurer oran Assistant Treasurer of the Company.

## **Section 6.6.           Compensationand Expenses of Trustee.**The Company covenants andagrees to pay or reimburse the Trustee upon its request for all reasonableexpenses, disbursements and advances incurred or made by the Trustee inaccordance with any of the provisions of this Indenture (including thereasonable compensation and the expenses and disbursements of its counsel andof all Persons not regularly in its employ) except any such expense,disbursement or advance as may arise from its negligence or willfulmisconduct.  For purposes ofclarification, this Section 6.6 does not contemplate the payment by theCompany of acceptance or annual administration fees owing to the Trusteepursuant to the services to be provided by the Trustee under this Indenture orthe fees and expenses of the Trustee’s counsel in connection with the closingof the transactions contemplated by this Indenture.  The Company also covenants to indemnify eachof the Trustee or any predecessor Trustee (and its officers, agents, directorsand employees) for, and to hold it harmless against, any and all loss, damage,claim, liability or expense including taxes (other than taxes based on theincome of the Trustee) incurred without negligence or willful misconduct on thepart of the Trustee and arising out of or in connection with the acceptance oradministration of this trust, including the costs and expenses of defendingitself against any claim of liability. The obligations of the Company under this Section 6.6 to compensateand indemnify the Trustee and to pay or reimburse the Trustee for expenses,disbursements and advances shall constitute additional indebtednesshereunder.  Such additional indebtednessshall be secured by a lien prior to that of

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## the Debenturesupon all property and funds held or collected by the Trustee as such, exceptfunds held in trust for the benefit of the holders of particular Debentures.

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

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

Notwithstanding anythingin this Indenture or any Debenture to the contrary, the Trustee shall have noobligation whatsoever to advance funds to pay any principal of or interest onor other amounts with respect to the Debentures or otherwise advance funds toor on behalf of the Company.

## **Section 6.7.           Officers’Certificate as Evidence.**Except as otherwiseprovided in Sections 6.1 and 6.2, whenever in the administration of theprovisions of this Indenture the Trustee shall deem it necessary or desirablethat a matter be proved or established prior to taking or omitting any actionhereunder, such matter (unless other evidence in respect thereof be hereinspecifically prescribed) may, in the absence of negligence or willfulmisconduct on the part of the Trustee, be deemed to be conclusively proved andestablished by an Officers’ Certificate delivered to the Trustee, and suchcertificate, in the absence of negligence or willful misconduct on the part ofthe Trustee, shall be full warrant to the Trustee for any action taken oromitted by it under the provisions of this Indenture upon the faith thereof.

## **Section 6.8.           Eligibilityof Trustee.**The Trustee hereunder shall at alltimes be a corporation organized and doing business under the laws of theUnited States of America or any state or territory thereof or of the Districtof Columbia or a corporation or other Person authorized under such laws toexercise corporate trust powers, having (or whose obligations under thisIndenture are guaranteed by an affiliate having) a combined capital and surplusof at least 50 million U.S. dollars ($50,000,000.00) and subject tosupervision or examination by federal, state, territorial, or District ofColumbia authority.  If such corporationpublishes reports of condition at least annually, pursuant to law or to therequirements of the aforesaid supervising or examining authority, then for thepurposes of this Section 6.8 the combined capital and surplus of suchcorporation shall be deemed to be its combined capital and surplus as set forthin its most recent records of condition so published.

The Company may not, normay any Person directly or indirectly controlling, controlled by, or undercommon control with the Company, serve as Trustee.

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

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

## **Section 6.9.           Resignationor Removal of Truste****e**

### (a)           TheTrustee, or any trustee or trustees hereafter appointed, may at any time resignby giving written notice of such resignation to the Company and by mailingnotice thereof, at the Company’s expense, to the holders of the Debentures attheir addresses as they shall appear on the Debenture

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### Register.  Upon receiving suchnotice of resignation, the Company shall promptly appoint a successor trusteeor trustees by written instrument, in duplicate, executed by order of its Boardof Directors, one copy of which instrument shall be delivered to the resigningTrustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have acceptedappointment within 30 days after the mailing of such notice of resignation tothe affected Securityholders, the resigning Trustee may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee, or anySecurityholder who has been a bona fide holder of a Debenture or Debentures forat least six months may, subject to the provisions of Section 5.9, onbehalf of himself and all others similarly situated, petition any such courtfor the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deemproper and prescribe, appoint a successor Trustee.

### (b)           Incase at any time any of the following shall occur —

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

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

#### (3)           the Trustee shall become incapable ofacting, or shall be adjudged as bankrupt or insolvent, or a receiver of theTrustee or of its property shall be appointed, or any public officer shall takecharge or control of the Trustee or of its property or affairs for the purposeof rehabilitation, conservation or liquidation,

#### then, in anysuch case, the Company may remove the Trustee and appoint a successor Trusteeby written instrument, in duplicate, executed by order of the Board ofDirectors, one copy of which instrument shall be delivered to the Trustee soremoved and one copy to the successor Trustee, or, subject to the provisions ofSection 5.9, any Securityholder who has been a bona fide holder of aDebenture or Debentures for at least 6 months may, on behalf of himselfand all others similarly situated, petition any court of competent jurisdictionfor 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 appointsuccessor Trustee.

### (c)           Uponprior written notice to the Company and the Trustee, the holders of a majorityin aggregate principal amount of the Debentures at the time outstanding may atany time remove the Trustee and nominate a successor Trustee, which shall bedeemed appointed as successor Trustee unless within 10 Business Days after suchnomination the Company objects thereto, in which case, or in the case of afailure by such holders to nominate a successor Trustee, the Trustee so removedor any Securityholder, upon the terms and conditions and otherwise as insubsection (a) of this Section 6.9 provided, may petition any courtof competent jurisdiction for an appointment of a successor.

### (d)           Anyresignation or removal of the Trustee and appointment of a successor Trusteepursuant to any of the provisions of this Section shall become effective uponacceptance of appointment by the successor Trustee as provided inSection 6.10.

## **Section 6.10.        Acceptanceby Successor Trustee. **Anysuccessor Trustee appointed as provided in Section 6.9 shall execute,acknowledge and deliver to the Company and to its predecessor Trustee aninstrument accepting such appointment hereunder, and thereupon the resignationor removal of the retiring Trustee shall become effective and such successorTrustee, without any further act, deed or

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## conveyance, shall become vested with all the rights, powers, duties andobligations with respect to the Debentures of its predecessor hereunder, withlike effect as if originally named as Trustee herein; but, nevertheless, on thewritten request of the Company or of the successor Trustee, the Trustee ceasingto act shall, upon payment of any amounts then due it pursuant to theprovisions of Section 6.6, execute and deliver an instrument transferringto such successor Trustee all the rights and powers of the Trustee so ceasingto act and shall duly assign, transfer and deliver to such successor Trusteeall property and money held by such retiring Trustee thereunder.  Upon request of any such successor Trustee,the Company shall execute any and all instruments in writing for more fully andcertainly vesting in and confirming to such successor Trustee all such rightsand powers.  Any Trustee ceasing to actshall, nevertheless, retain a lien upon all property or funds held or collectedby such Trustee to secure any amounts then due it pursuant to the provisions ofSection 6.6.

If a successor Trustee isappointed, the Company, the retiring Trustee and the successor Trustee shallexecute and deliver an indenture supplemental hereto which shall contain suchprovisions as shall be deemed necessary or desirable to confirm that all therights, powers, trusts and duties of the retiring Trustee with respect to the Debenturesas to which the predecessor Trustee is not retiring shall continue to be vestedin the predecessor Trustee, and shall add to or change any of the provisions ofthis Indenture as shall be necessary to provide for or facilitate theadministration of the Trust hereunder by more than one Trustee, it beingunderstood that nothing herein or in such supplemental indenture shallconstitute such Trustees co-trustees of the same trust and that each suchTrustee shall be Trustee of a trust or trusts hereunder separate and apart fromany trust or trusts hereunder administered by any other such Trustee.

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

In no event shall aretiring Trustee be liable for the acts or omissions of any successor Trusteehereunder.

Upon acceptance ofappointment by a successor Trustee as provided in this Section 6.10, theCompany shall mail notice of the succession of such Trustee hereunder to theholders of Debentures at their addresses as they shall appear on the DebentureRegister.  If the Company fails to mailsuch notice within 10 Business Days after the acceptance of appointment by thesuccessor Trustee, the successor Trustee shall cause such notice to be mailedat the expense of the Company.

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

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

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

Any corporation intowhich any Authenticating Agent may be merged or converted or with which it maybe consolidated, or any corporation resulting from any merger, consolidation orconversion to which any Authenticating Agent shall be a party, or anycorporation succeeding to all or substantially all of the corporate trustbusiness of any Authenticating Agent, shall be the successor of suchAuthenticating Agent hereunder, if such successor corporation is otherwiseeligible under this Section 6.12 without the execution or filing of anypaper or any further act on the part of the parties hereto or suchAuthenticating Agent.

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

The Company agrees to payto any Authenticating Agent from time to time reasonable compensation for itsservices.  Any Authenticating Agent shallhave no responsibility or liability for any action taken by it as such in accordancewith the directions of the Trustee.

**ARTICLE VII.CONCERNING THE SECURITYHOLDERS**

## **Section 7.1.           Actionby Securityholders**. Whenever in this Indenture itis provided that the holders of a specified percentage in aggregate principalamount of the Debentures may take any action (including the making of anydemand or request, the giving of any notice, consent or waiver or the taking ofany other action) the fact that at the time of taking any such action theholders of such specified percentage have joined therein may be evidenced(a) by any instrument or any number of instruments of similar tenorexecuted by such Securityholders in person or by agent or proxy appointed inwriting, or

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## (b) bythe record of such holders of Debentures voting in favor thereof at any meetingof such Securityholders duly called and held in accordance with the provisionsof Article VIII, or (c) by a combination of such instrument orinstruments and any such record of such a meeting of such Securityholders or(d) by any other method the Trustee deems satisfactory.

If the Company shallsolicit from the Securityholders any request, demand, authorization, direction,notice, consent, waiver or other action or revocation of the same, the Companymay, at its option, as evidenced by an Officers’ Certificate, fix in advance a recorddate for such Debentures for the determination of Securityholders entitled togive such request, demand, authorization, direction, notice, consent, waiver orother action or revocation of the same, but the Company shall have noobligation to do so.  If such a recorddate is fixed, such request, demand, authorization, direction, notice, consent,waiver or other action or revocation of the same may be given before or afterthe record date, but only the Securityholders of record at the close ofbusiness on the record date shall be deemed to be Securityholders for thepurposes of determining whether Securityholders of the requisite proportion ofoutstanding Debentures have authorized or agreed or consented to such request,demand, authorization, direction, notice, consent, waiver or other action orrevocation of the same, and for that purpose the outstanding Debentures shallbe computed as of the record date; provided, however, that nosuch authorization, agreement or consent by such Securityholders on the recorddate shall be deemed effective unless it shall become effective pursuant to theprovisions of this Indenture not later than 6 months after the record date.

## **Section 7.2.           Proofof Execution by Securityholders.**Subject to theprovisions of Section 6.1, 6.2 and 8.5, proof of the execution of anyinstrument by a Securityholder or his agent or proxy shall be sufficient ifmade in accordance with such reasonable rules and regulations as may beprescribed by the Trustee or in such manner as shall be satisfactory to theTrustee.  The ownership of Debenturesshall be proved by the Debenture Register or by a certificate of the Debentureregistrar.  The Trustee may require suchadditional proof of any matter referred to in this Section as it shall deemnecessary.

The record of anySecurityholders’ meeting shall be proved in the manner provided inSection 8.6.

## **Section 7.3.           WhoAre Deemed Absolute Owners.**Prior to duepresentment for registration of transfer of any Debenture, the Company, theTrustee, any Authenticating Agent, any paying agent, any transfer agent and anyDebenture registrar may deem the Person in whose name such Debenture shall beregistered upon the Debenture Register to be, and may treat him as, theabsolute owner of such Debenture (whether or not such Debenture shall beoverdue) for the purpose of receiving payment of or on account of the principalof, premium, if any, and interest on such Debenture and for all other purposes;and neither the Company nor the Trustee nor any Authenticating Agent nor anypaying agent nor any transfer agent nor any Debenture registrar shall beaffected by any notice to the contrary. All such payments so made to any holder for the time being or upon hisorder shall be valid, and, to the extent of the sum or sums so paid, effectualto satisfy and discharge the liability for moneys payable upon any suchDebenture.

## **Section 7.4.           DebenturesOwned by Company Deemed Not Outstanding.**Indetermining whether the holders of the requisite aggregate principal amount ofDebentures have concurred in any direction, consent or waiver under thisIndenture, Debentures which are owned by the Company or any other obligor onthe Debentures or by any Person directly or indirectly controlling orcontrolled by or under direct or indirect common control with the Company orany other obligor on the Debentures shall be disregarded and deemed not to beoutstanding for the purpose of any such determination; provided, however,that for the purposes of determining whether the Trustee shall be protected inrelying on any such direction, consent or waiver, only Debentures which aResponsible Officer of the Trustee actually knows are so owned shall be sodisregarded.  Debentures so owned whichhave been pledged in good

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## faith may beregarded as outstanding for the purposes of this Section 7.4 if thepledgee shall establish to the satisfaction of the Trustee the pledgee’s rightto vote such Debentures and that the pledgee is not the Company or any suchother obligor or Person directly or indirectly controlling or controlled by orunder direct or indirect common control with the Company or any such otherobligor.  In the case of a dispute as tosuch right, any decision by the Trustee taken upon the advice of counsel shallbe full protection to the Trustee.

## **Section 7.5.           Revocationof Consents; Future Holders Bound.**At any timeprior to (but not after) the evidencing to the Trustee, as provided inSection 7.1, of the taking of any action by the holders of the percentagein aggregate principal amount of the Debentures specified in this Indenture inconnection with such action, any holder (in cases where no record date has beenset pursuant to Section 7.1) or any holder as of an applicable record date(in cases where a record date has been set pursuant to Section 7.1) of aDebenture (or any Debenture issued in whole or in part in exchange orsubstitution therefor) the serial number of which is shown by the evidence tobe included in the Debentures the holders of which have consented to suchaction may, by filing written notice with the Trustee at the Principal Officeof the Trustee and upon proof of holding as provided in Section 7.2,revoke such action so far as concerns such Debenture (or so far as concerns theprincipal amount represented by any exchanged or substituted Debenture).  Except as aforesaid any such action taken bythe holder of any Debenture shall be conclusive and binding upon such holderand upon all future holders and owners of such Debenture, and of any Debentureissued in exchange or substitution therefor or on registration of transferthereof, irrespective of whether or not any notation in regard thereto is madeupon such Debenture or any Debenture issued in exchange or substitutiontherefor.

**ARTICLE VIII.SECURITYHOLDERS’ MEETINGS**

## **Section 8.1.           Purposesof Meetings.**A meeting of Securityholders may becalled at any time and from time to time pursuant to the provisions of thisArticle VIII for any of the following purposes:

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

### (b)           to remove theTrustee and nominate a successor trustee pursuant to the provisions ofArticle VI;

### (c)           to consent to theexecution of an indenture or indentures supplemental hereto pursuant to theprovisions of Section 9.2; or

### (d)           to take any otheraction authorized to be taken by or on behalf of the holders of any specifiedaggregate principal amount of such Debentures under any other provision of thisIndenture or under applicable law.

## **Section 8.2.           Callof Meetings by Trustee.**The Trustee may at anytime call a meeting of Securityholders to take any action specified inSection 8.1, to be held at such time and at such place as the Trusteeshall determine.  Notice of every meetingof the Securityholders, setting forth the time and the place of such meetingand in general terms the action proposed to be taken at such meeting, shall bemailed to holders of Debentures affected at their addresses as they shallappear on the Debentures Register and, if the Company is not a holder ofDebentures, to the Company.  Such noticeshall be mailed not less than 20 nor more than 180 days prior to the datefixed for the meeting.

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## **Section 8.3.           Callof Meetings by Company or Securityholders.**In caseat any time the Company pursuant to a Board Resolution, or the holders of atleast 10% in aggregate principal amount of the Debentures, as the case may be,then outstanding, shall have requested the Trustee to call a meeting ofSecurityholders, by written request setting forth in reasonable detail theaction proposed to be taken at the meeting, and the Trustee shall not havemailed the notice of such meeting within 20 days after receipt of suchrequest, then the Company or such Securityholders may determine the time andthe place for such meeting and may call such meeting to take any actionauthorized in Section 8.1, by mailing notice thereof as provided inSection 8.2.

## **Section 8.4.           Qualificationsfor Voting.**To be entitled to vote at any meetingof Securityholders a Person shall (a) be a holder of one or moreDebentures with respect to which the meeting is being held or (b) a Personappointed by an instrument in writing as proxy by a holder of one or more suchDebentures.  The only Persons who shallbe entitled to be present or to speak at any meeting of Securityholders shall bethe Persons entitled to vote at such meeting and their counsel and anyrepresentatives of the Trustee and its counsel and any representatives of theCompany and its counsel.

## **Section 8.5.           Regulations.**Notwithstanding any other provisions of thisIndenture, the Trustee may make such reasonable regulations as it may deemadvisable for any meeting of Securityholders, in regard to proof of the holdingof Debentures and of the appointment of proxies, and in regard to theappointment and duties of inspectors of votes, the submission and examinationof proxies, certificates and other evidence of the right to vote, and suchother matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by aninstrument in writing, appoint a temporary chairman of the meeting, unless themeeting shall have been called by the Company or by Securityholders as providedin Section 8.3, in which case the Company or the Securityholders callingthe meeting, as the case may be, shall in like manner appoint a temporarychairman.  A permanent chairman and a permanentsecretary of the meeting shall be elected by majority vote of the meeting.

Subject to the provisionsof Section 7.4, at any meeting each holder of Debentures with respect towhich such meeting is being held or proxy therefor shall be entitled to onevote for each $1,000.00 principal amount of Debentures held or represented byhim; provided, however, that no vote shall be cast or counted atany meeting in respect of any Debenture challenged as not outstanding and ruledby the chairman of the meeting to be not outstanding.  The chairman of the meeting shall have noright to vote other than by virtue of Debentures held by him or instruments inwriting as aforesaid duly designating him as the Person to vote on behalf ofother Securityholders.  Any meeting ofSecurityholders duly called pursuant to the provisions of Section 8.2 or8.3 may be adjourned from time to time by a majority of those present, whetheror not constituting a quorum, and the meeting may be held as so adjournedwithout further notice.

## **Section 8.6.           Voting.**The vote upon any resolution submitted to any meetingof holders of Debentures with respect to which such meeting is being held shallbe by written ballots on which shall be subscribed the signatures of suchholders or of their representatives by proxy and the serial number or numbersof the Debentures held or represented by them. The permanent chairman of the meeting shall appoint two inspectors ofvotes who shall count all votes cast at the meeting for or against anyresolution and who shall make and file with the secretary of the meeting theirverified written reports in triplicate of all votes cast at the meeting.  A record in duplicate of the proceedings ofeach meeting of Securityholders shall be prepared by the secretary of the meetingand there shall be attached to said record the original reports of theinspectors of votes on any vote by ballot taken thereat and affidavits by oneor more Persons having knowledge of the facts setting forth a copy of thenotice of the meeting and showing that said notice was mailed as provided inSection 8.2.  The record shall showthe serial numbers of the

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## Debenturesvoting in favor of or against any resolution. The record shall be signed and verified by the affidavits of thepermanent chairman and secretary of the meeting and one of the duplicates shallbe delivered to the Company and the other to the Trustee to be preserved by theTrustee, the latter to have attached thereto the ballots voted at the meeting.

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

## **Section 8.7.           Quorum;Actions.**The Persons entitled to vote a majorityin principal amount of the Debentures then outstanding shall constitute aquorum for a meeting of Securityholders; provided, however, thatif any action is to be taken at such meeting with respect to a consent, waiver,request, demand, notice, authorization, direction or other action which may begiven by the holders of not less than a specified percentage in principalamount of the Debentures then outstanding, the Persons holding or representingsuch specified percentage in principal amount of the Debentures thenoutstanding will constitute a quorum.  Inthe absence of a quorum within 30 minutes of the time appointed for anysuch meeting, the meeting shall, if convened at the request of Securityholders,be dissolved.  In any other case themeeting may be adjourned for a period of not less than 10 days asdetermined by the permanent chairman of the meeting prior to the adjournment ofsuch meeting.  In the absence of a quorumat any such adjourned meeting, such adjourned meeting may be further adjournedfor a period of not less than 10 days as determined by the permanentchairman of the meeting prior to the adjournment of such adjournedmeeting.  Notice of the reconvening ofany adjourned meeting shall be given as provided in Section 8.2, exceptthat such notice need be given only once not less than 5 days prior to the dateon which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjournedmeeting shall state expressly the percentage, as provided above, of theprincipal amount of the Debentures then outstanding which shall constitute aquorum.

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

Any resolution passed ordecision taken at any meeting of holders of Debentures duly held in accordancewith this Section shall be binding on all the Securityholders, whether or notpresent or represented at the meeting.

**ARTICLE IX.SUPPLEMENTAL INDENTURES**

## **Section 9.1.           SupplementalIndentures without Consent of Securityholders.**TheCompany, when authorized by a Board Resolution, and the Trustee may from timeto time and at any time enter into an indenture or indentures supplementalhereto, without the consent of the Securityholders, for one or more of thefollowing purposes:

### (a)           to evidence thesuccession of another Person to the Company, or successive successions, and theassumption by the successor Person of the covenants, agreements and obligationsof the Company, pursuant to Article XI hereof;

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###  

### (b)           to add to thecovenants of the Company such further covenants, restrictions or conditions forthe protection of the holders of Debentures as the Board of Directors shallconsider to be for the protection of the holders of such Debentures, and tomake the occurrence, or the occurrence and continuance, of a default in any ofsuch additional covenants, restrictions or conditions a default or an Event ofDefault permitting the enforcement of all or any of the several remediesprovided in this Indenture as herein set forth; provided, however,that in respect of any such additional covenant restriction or condition suchsupplemental indenture may provide for a particular period of grace afterdefault (which period may be shorter or longer than that allowed in the case ofother defaults) or may provide for an immediate enforcement upon such defaultor may limit the remedies available to the Trustee upon such default;

### (c)           to cure anyambiguity or to correct or supplement any provision contained herein or in anysupplemental indenture which may be defective or inconsistent with any otherprovision contained herein or in any supplemental indenture, or to make suchother provisions in regard to matters or questions arising under thisIndenture; provided that any such action shall not materially adverselyaffect the interests of the holders of the Debentures;

### (d)           to add to, deletefrom, or revise the terms of Debentures, including, without limitation, anyterms relating to the issuance, exchange, registration or transfer ofDebentures, including to provide for transfer procedures and restrictionssubstantially similar to those applicable to the Capital Securities as requiredby Section 2.5 (for purposes of assuring that no registration ofDebentures is required under the Securities Act); provided, however,that any such action shall not adversely affect the interests of the holders ofthe Debentures then outstanding (it being understood, for purposes of thisproviso, that transfer restrictions on Debentures substantially similar tothose that were applicable to Capital Securities shall not be deemed tomaterially adversely affect the holders of the Debentures);

### (e)           to evidence andprovide for the acceptance of appointment hereunder by a successor Trustee withrespect to the Debentures and to add to or change any of the provisions of thisIndenture as shall be necessary to provide for or facilitate the administrationof the trusts hereunder by more than one Trustee;

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

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

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

Any supplementalindenture authorized by the provisions of this Section 9.1 may be executedby the Company and the Trustee without the consent of the holders of any of theDebentures at the time outstanding, notwithstanding any of the provisions ofSection 9.2.

## **Section 9.2.           SupplementalIndentures with Consent of Securityholders.**Withthe consent (evidenced as provided in Section 7.1) of the holders of notless than a majority in aggregate principal amount of the Debentures at the timeoutstanding affected by such supplemental indenture (voting as a class), theCompany, when authorized by a Board Resolution, and the Trustee may from timeto time and

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## at any timeenter into an indenture or indentures supplemental hereto for the purpose ofadding any provisions to or changing in any manner or eliminating any of theprovisions of this Indenture or of any supplemental indenture or of modifyingin any manner the rights of the holders of the Debentures; provided, however,that no such supplemental indenture shall without the consent of the holders ofeach Debenture then outstanding and affected thereby (i) change the fixedmaturity of any Debenture, or reduce the principal amount thereof or anypremium thereon, or reduce the rate or extend the time of payment of interestthereon, or reduce any amount payable on redemption thereof or make theprincipal thereof or any interest or premium thereon payable in any coin orcurrency other than that provided in the Debentures, or impair or affect the rightof any Securityholder to institute suit for payment thereof or impair the rightof repayment, if any, at the option of the holder, or (ii) reduce theaforesaid percentage of Debentures the holders of which are required to consentto any such supplemental indenture; providedfurther, however,that if the Debentures are held by a trust or a trustee of such trust, suchsupplemental indenture shall not be effective until the holders of a majorityin Liquidation Amount of Trust Securities shall have consented to suchsupplemental indenture; providedfurther, however, that ifthe consent of the Securityholder of each outstanding Debenture is required,such supplemental indenture shall not be effective until each holder of theTrust Securities shall have consented to such supplemental indenture.

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

Promptly after theexecution by the Company and the Trustee of any supplemental indenture pursuantto the provisions of this Section, the Trustee shall transmit by mail, firstclass postage prepaid, a notice, prepared by the Company, setting forth ingeneral terms the substance of such supplemental indenture, to theSecurityholders as their names and addresses appear upon the DebentureRegister.  Any failure of the Trustee tomail such notice, or any defect therein, shall not, however, in any way impairor affect the validity of any such supplemental indenture.

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

## **Section 9.3.           Effectof Supplemental Indentures.**Upon the execution ofany supplemental indenture pursuant to the provisions of this Article IX,this Indenture shall be and be deemed to be modified and amended in accordancetherewith and the respective rights, limitations of rights, obligations, dutiesand immunities under this Indenture of the Trustee, the Company and the holdersof Debentures shall thereafter be determined, exercised and enforced hereundersubject in all respects to such modifications and amendments and all the termsand conditions of any such supplemental indenture shall be and be deemed to bepart of the terms and conditions of this Indenture for any and all purposes.

## **Section 9.4.           Notationon Debentures.**Debentures authenticated anddelivered after the execution of any supplemental indenture pursuant to theprovisions of this Article IX may bear a notation as to any matterprovided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debentures somodified as to conform, in the opinion of the Board of Directors of theCompany, to any modification of this Indenture contained in any suchsupplemental indenture may be prepared and executed by the Company,authenticated by the Trustee or the Authenticating Agent and delivered inexchange for the Debentures then outstanding.

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## **Section 9.5.           Evidenceof Compliance of Supplemental Indenture to be Furnished to Trustee.**TheTrustee, subject to the provisions of Sections 6.1 and 6.2, shall, inaddition to the documents required by Section 14.6, receive an Officers’Certificate and an Opinion of Counsel as conclusive evidence that anysupplemental indenture executed pursuant hereto complies with the requirementsof this Article IX.  The Trusteeshall receive an Opinion of Counsel as conclusive evidence that anysupplemental indenture executed pursuant to this Article IX is authorizedor permitted by, and conforms to, the terms of this Article IX and that itis proper for the Trustee under the provisions of this Article IX to joinin the execution thereof.

**ARTICLE X.REDEMPTION OF SECURITIES**

## **Section 10.1.        OptionalRedemption.**The Company shall have the right(subject to the receipt by the Company of prior approval if the Company is abank holding company, from the Federal Reserve, if then required underapplicable capital guidelines or policies of the Federal Reserve) to redeem theDebentures, in whole or in part, but in all cases in a principal amount withintegral multiples of $1,000.00, on any Interest Payment Date on or after theInterest Payment Date in September 2011 (the “Redemption Date”), at theRedemption Price.

## **Section 10.2.        SpecialEvent Redemption.**If a Special Event shall occurand be continuing, the Company shall have the right (subject to the receipt bythe Company of prior approval (i) if the Company is a bank holdingcompany, from the Federal Reserve, if then required under applicable capitalguidelines or policies of the Federal Reserve or (ii) if the Company is asavings and loan holding company, from the OTS, if then required underapplicable capital guidelines or policies of the OTS) to redeem the Debenturesin whole, but not in part, at any Interest Payment Date, within 120 daysfollowing the occurrence of such Special Event (the “Special Redemption Date”)at the Special Redemption Price.  If theSpecial Event redemption occurs prior to the Interest Payment Date in September2011, the Company shall appoint a Quotation Agent, which shall be a designee ofthe Institutional Trustee, for the purpose of performing the servicescontemplated in, or by reference in, the definition of Special RedemptionPrice.  Any error in the calculation ofthe Special Redemption Price by the Quotation Agent or the Trustee may becorrected at any time by notice delivered to the Company and the holders of theDebentures.  Subject to the correctiverights set forth above, all certificates, communications, opinions,determinations, calculations, quotations and decisions given, expressed, madeor obtained for the purposes of the provisions relating to the payment andcalculation of the Special Redemption Price on the Debentures by the Trustee orthe Quotation Agent, as the case may be, shall (in the absence of willfuldefault, bad faith or manifest error) be final, conclusive and binding on theholders of the Debentures and the Company, and no liability shall attach(except as provided above) to the Trustee or the Quotation Agent in connectionwith the exercise or non-exercise by any of them of their respective powers,duties and discretion.

## **Section 10.3.        Noticeof Redemption; Selection of Debentures.**In casethe Company shall desire to exercise the right to redeem all, or, as the casemay be, any part of the Debentures, it shall cause to be mailed a notice ofsuch redemption at least 30 and not more than 60 days prior to theRedemption Date or the Special Redemption Date to the holders of Debentures soto be redeemed as a whole or in part at their last addresses as the same appearon the Debenture Register.  Such mailingshall be by first class mail.  The noticeif mailed in the manner herein provided shall be conclusively presumed to havebeen duly given, whether or not the holder receives such notice.  In any case, failure to give such notice bymail or any defect in the notice to the holder of any Debenture designated forredemption as a whole or in part shall not affect the validity of theproceedings for the redemption of any other Debenture.

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##  

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

Prior to 10:00 a.m. NewYork City time on the Redemption Date or Special Redemption Date, asapplicable, the Company will deposit with the Trustee or with one or morepaying agents an amount of money sufficient to redeem on the Redemption Date orthe Special Redemption Date, as applicable, all the Debentures so called forredemption at the appropriate Redemption Price or Special Redemption Price.

If all, or less than all,the Debentures are to be redeemed, the Company will give the Trustee notice notless than 45 nor more than 60 days, respectively, prior to the RedemptionDate or Special Redemption Date, as applicable, as to the aggregate principalamount of Debentures to be redeemed and the Trustee shall select, in suchmanner as in its sole discretion it shall deem appropriate and fair, theDebentures or portions thereof (in integral multiples of $1,000.00) to beredeemed.

## **Section 10.4.        Paymentof Debentures Called for Redemption.**If notice ofredemption has been given as provided in Section 10.3, the Debentures orportions of Debentures with respect to which such notice has been given shallbecome due and payable on the Redemption Date or Special Redemption Date, asapplicable, and at the place or places stated in such notice at the applicableRedemption Price or Special Redemption Price and on and after said date (unlessthe Company shall default in the payment of such Debentures at the RedemptionPrice or Special Redemption Price, as applicable) interest on the Debentures orportions of Debentures so called for redemption shall cease to accrue.  On presentation and surrender of suchDebentures at a place of payment specified in said notice, such Debentures orthe specified portions thereof shall be paid and redeemed by the Company at theapplicable Redemption Price or Special Redemption Price.

Upon presentation of anyDebenture redeemed in part only, the Company shall execute and the Trusteeshall authenticate and make available for delivery to the holder thereof, atthe expense of the Company, a new Debenture or Debentures of authorizeddenominations, in principal amount equal to the unredeemed portion of theDebenture so presented.

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

## **Section 11.1.        CompanyMay Consolidate, etc., on Certain Terms.**Nothingcontained in this Indenture or in the Debentures shall prevent anyconsolidation or merger of the Company with or into any other Person (whetheror not affiliated with the Company) or successive consolidations or mergers inwhich the Company or its successor or successors shall be a party or parties,or shall prevent any sale, conveyance, transfer or other disposition of theproperty of the Company or its successor or successors as an entirety, orsubstantially as an entirety, to any other Person (whether or not affiliatedwith the Company, or its successor or successors) authorized to acquire andoperate the same; provided, however, that the Company herebycovenants and agrees that, upon any such consolidation, merger (where theCompany is not the surviving corporation), sale, conveyance, transfer or otherdisposition, the due and

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## punctualpayment of the principal of (and premium, if any) and interest on all of theDebentures in accordance with their terms, according to their tenor, and thedue and punctual performance and observance of all the covenants and conditionsof this Indenture to be kept or performed by the Company, shall be expressly assumedby supplemental indenture satisfactory in form to the Trustee executed anddelivered to the Trustee by the entity formed by such consolidation, or intowhich the Company shall have been merged, or by the entity which shall haveacquired such property.

## **Section 11.2.        SuccessorEntity to be Substituted.**In case of any suchconsolidation, merger, sale, conveyance, transfer or other disposition and uponthe assumption by the successor entity, by supplemental indenture, executed anddelivered to the Trustee and satisfactory in form to the Trustee, of the dueand punctual payment of the principal of and premium, if any, and interest onall of the Debentures and the due and punctual performance and observance ofall of the covenants and conditions of this Indenture to be performed orobserved by the Company, such successor entity shall succeed to and besubstituted for the Company, with the same effect as if it had been namedherein as the Company, and thereupon the predecessor entity shall be relievedof any further liability or obligation hereunder or upon the Debentures.  Such successor entity thereupon may cause tobe signed, and may issue in its own name, any or all of the Debentures issuablehereunder which theretofore shall not have been signed by the Company anddelivered to the Trustee or the Authenticating Agent; and, upon the order ofsuch successor entity instead of the Company and subject to all the terms,conditions and limitations in this Indenture prescribed, the Trustee or theAuthenticating Agent shall authenticate and deliver any Debentures whichpreviously shall have been signed and delivered by the officers of the Company,to the Trustee or the Authenticating Agent for authentication, and anyDebentures which such successor entity thereafter shall cause to be signed anddelivered to the Trustee or the Authenticating Agent for that purpose.  All the Debentures so issued shall in allrespects have the same legal rank and benefit under this Indenture as the Debenturestheretofore or thereafter issued in accordance with the terms of this Indentureas though all of such Debentures had been issued at the date of the executionhereof.

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

**ARTICLE XII.SATISFACTION AND DISCHARGE OF INDENTURE**

## **Section 12.1.        Dischargeof Indenture.**When

(a)                                  theCompany shall deliver to the Trustee for cancellation all Debentures theretoforeauthenticated (other than any Debentures which shall have been destroyed, lostor stolen and which shall have been replaced or paid as provided inSection 2.6) and not theretofore canceled, or

(b)                                 allthe Debentures not theretofore canceled or delivered to the Trustee forcancellation shall have become due and payable, or are by their terms to becomedue and payable within 1 year or are to be called for redemption within 1 yearunder arrangements satisfactory to the Trustee for the giving of notice of redemption,and the Company shall deposit with the Trustee, in trust, funds, which shall beimmediately due and payable, sufficient to pay at maturity or upon redemptionall of the Debentures (other than any Debentures which shall have beendestroyed, lost or stolen and which shall have been replaced or paid asprovided in Section 2.6) not theretofore canceled or delivered to theTrustee for cancellation, including principal and premium, if any, and interestdue or to

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become due to such date of maturity or redemptiondate, as the case may be, but excluding, however, the amount of any moneys forthe payment of principal of, and premium, if any, or interest on the Debentures(1) theretofore repaid to the Company in accordance with the provisions ofSection 12.4, or (2) paid to any state or to the District of Columbiapursuant to its unclaimed property or similar laws,

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

## **Section 12.2.        DepositedMoneys to be Held in Trust by Trustee.**Subject tothe provisions of Section 12.4, all moneys deposited with the Trusteepursuant to Section 12.1 shall be held in trust in a non-interest bearingaccount and applied by it to the payment, either directly or through any payingagent (including the Company if acting as its own paying agent), to the holdersof the particular Debentures for the payment of which such moneys have beendeposited with the Trustee, of all sums due and to become due thereon forprincipal, and premium, if any, and interest.

## **Section 12.3.        PayingAgent to Repay Moneys Held.**Upon the satisfactionand discharge of this Indenture all moneys then held by any paying agent of theDebentures (other than the Trustee) shall, upon demand of the Company, berepaid to it or paid to the Trustee, and thereupon such paying agent shall bereleased from all further liability with respect to such moneys.

## **Section 12.4.        Returnof Unclaimed Moneys.**Any moneys deposited with orpaid to the Trustee or any paying agent for payment of the principal of, andpremium, if any, or interest on Debentures and not applied but remainingunclaimed by the holders of Debentures for 2 years after the date upon whichthe principal of, and premium, if any, or interest on such Debentures, as thecase may be, shall have become due and payable, shall, subject to applicableescheatment laws, be repaid to the Company by the Trustee or such paying agenton written demand; and the holder of any of the Debentures shall thereafterlook only to the Company for any payment which such holder may be entitled tocollect, and all liability of the Trustee or such paying agent with respect tosuch moneys shall thereupon cease.

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

## **Section 13.1.        Indentureand Debentures Solely Corporate Obligations.**Norecourse for the payment of the principal of or premium, if any, or interest onany Debenture, or for any claim based thereon or otherwise in respect thereof,and no recourse under or upon any obligation, covenant or agreement of theCompany in this Indenture or in any supplemental indenture, or in any suchDebenture, or because of the creation of any indebtedness represented thereby,shall be had against any incorporator, stockholder, employee, officer ordirector, as such, past, present or future, of the Company or of any successorPerson of the Company, either directly or through the Company or any successorPerson of the Company, whether by virtue of any constitution, statute or ruleof law, or by the enforcement of any assessment or penalty or otherwise, itbeing expressly understood that all such liability is hereby

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## expresslywaived and released as a condition of, and as a consideration for, theexecution of this Indenture and the issue of the Debentures.

**ARTICLE XIV.MISCELLANEOUS PROVISIONS**

## **Section 14.1.        Successors.**All the covenants, stipulations, promises andagreements of the Company in this Indenture shall bind its successors andassigns whether so expressed or not.

## **Section 14.2.        OfficialActs by Successor Entity.**Any act or proceeding byany provision of this Indenture authorized or required to be done or performedby any board, committee or officer of the Company shall and may be done andperformed with like force and effect by the like board, committee, officer orother authorized Person of any entity that shall at the time be the lawfulsuccessor of the Company.

## **Section 14.3.        Surrenderof Company Powers.**The Company by instrument inwriting executed by authority of at least 2/3 (two-thirds) of its Board ofDirectors and delivered to the Trustee may surrender any of the powers reservedto the Company and thereupon such power so surrendered shall terminate both asto the Company, and as to any permitted successor.

## **Section 14.4.        Addressesfor Notices, etc.**Any notice, consent, direction,request, authorization, waiver or demand which by any provision of thisIndenture is required or permitted to be given, made, furnished or served bythe Trustee or by the Securityholders on or to the Company may be given orserved in writing by being deposited postage prepaid by registered or certifiedmail in a post office letter box addressed (until another address is filed bythe Company, with the Trustee for the purpose) to the Company, 1200 TrinityDrive, Los Alamos, New Mexico  87544,Attention:  Daniel R.Bartholomew.  Any notice, consent,direction, request, authorization, waiver or demand by any Securityholder orthe Company to or upon the Trustee shall be deemed to have been sufficientlygiven or made, for all purposes, if given or made in writing at the office ofthe Trustee, addressed to the Trustee, Rodney Square North, 1100 North MarketStreet, Wilmington, Delaware  19890-1600,Attention:  Corporate TrustAdministration.  Any notice, consent,direction, request, authorization, waiver or demand on or to any Securityholdershall be deemed to have been sufficiently given or made, for all purposes, ifgiven or made in writing at the address set forth in the Debenture Register.

## **Section 14.5.        GoverningLaw.**This Indenture and each Debenture shall bedeemed to be a contract made under the law of the State of New York, and forall purposes shall be governed by and construed in accordance with the law ofsaid State, without regard to conflict of laws principles thereof.

## **Section 14.6.        Evidenceof Compliance with Conditions Precedent.**Upon anyapplication or demand by the Company to the Trustee to take any action underany of the provisions of this Indenture, the Company shall furnish to theTrustee an Officers’ Certificate stating that in the opinion of the signers allconditions precedent, if any, provided for in this Indenture relating to theproposed action have been complied with and an Opinion of Counsel stating that,in the opinion of such counsel, all such conditions precedent have beencomplied with.

Each certificate oropinion provided for in this Indenture and delivered to the Trustee withrespect to compliance with a condition or covenant provided for in thisIndenture shall include (1) a statement that the person making suchcertificate or opinion has read such covenant or condition; (2) a briefstatement as to the nature and scope of the examination or investigation uponwhich the statements or opinions contained in such certificate or opinion arebased; (3) a statement that, in the opinion of such person, he has madesuch examination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or condition has beencomplied with; and (4) a

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statement as to whetheror not in the opinion of such person, such condition or covenant has beencomplied with.

## **Section 14.7.        Tableof Contents, Headings, etc.**The table of contentsand the titles and headings of the articles and sections of this Indenture havebeen inserted for convenience of reference only, are not to be considered apart hereof, and shall in no way modify or restrict any of the terms orprovisions hereof.

## **Section 14.8.        Executionin Counterparts.**This Indenture may be executed inany number of counterparts, each of which shall be an original, but suchcounterparts shall together constitute but one and the same instrument.

## **Section 14.9.        Separability.**In case any one or more of the provisions contained inthis Indenture or in the Debentures shall for any reason be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect any other provisions of this Indenture or ofsuch Debentures, but this Indenture and such Debentures shall be construed asif such invalid or illegal or unenforceable provision had never been containedherein or therein.

## **Section 14.10.      Assignment.**The Company willhave the right at all times to assign any of its rights or obligations underthis Indenture to a direct or indirect wholly owned Subsidiary of the Company,provided that, in the event of any such assignment, the Company will remainliable for all such obligations.  Subjectto the foregoing, this Indenture is binding upon and inures to the benefit ofthe parties hereto and their respective successors and assigns.  This Indenture may not otherwise be assignedby the parties hereto.

## **Section 14.11.      Acknowledgment of Rights.**TheCompany agrees that, with respect to any Debentures held by the Trust or theInstitutional Trustee of the Trust, if the Institutional Trustee of the Trustfails to enforce its rights under this Indenture as the holder of Debenturesheld as the assets of such Trust after the holders of a majority in LiquidationAmount of the Capital Securities of such Trust have so directed suchInstitutional Trustee, a holder of record of such Capital Securities may, tothe fullest extent permitted by law, institute legal proceedings directlyagainst the Company to enforce such Institutional Trustee’s rights under thisIndenture without first instituting any legal proceedings against such trusteeor any other Person.  Notwithstanding theforegoing, if an Event of Default has occurred and is continuing and such eventis attributable to the failure of the Company to pay interest (or premium, ifany) or principal on the Debentures on the date such interest (or premium, ifany) or principal is otherwise payable (or in the case of redemption, on theredemption date), the Company agrees that a holder of record of CapitalSecurities of the Trust may directly institute a proceeding against the Companyfor enforcement of payment to such holder directly of the principal of (orpremium, if any) or interest on the Debentures having an aggregate principalamount equal to the aggregate Liquidation Amount of the Capital Securities ofsuch holder on or after the respective due date specified in the Debentures.

**ARTICLE XV.SUBORDINATION OF DEBENTURES**

## **Section 15.1.        Agreementto Subordinate.**The Company covenants and agrees,and each holder of Debentures by such Securityholder’s acceptance thereoflikewise covenants and agrees, that all Debentures shall be issued subject tothe provisions of this Article XV; and each holder of a Debenture, whetherupon original issue or upon transfer or assignment thereof, accepts and agreesto be bound by such provisions.

The payment by theCompany of the principal of, and premium, if any, and interest on allDebentures shall, to the extent and in the manner hereinafter set forth, be subordinatedand junior in right

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of payment to the priorpayment in full of all Senior Indebtedness of the Company, whether outstandingat the date of this Indenture or thereafter incurred; provided, however,that the Debentures shall rank *pari passu* inright of payment with the Company’s (1) Junior Subordinated Debentures dueMarch 8, 2030 issued pursuant to an Indenture dated as of March 23,2000 by and between the Company and The Bank of New York; (2) JuniorSubordinated Debentures due December 8, 2031 issued pursuant to anIndenture dated as of November 28, 2001 by and between the Company andWilmington Trust Company; (3) Junior Subordinated Debentures dueSeptember 8, 2034 issued pursuant to an Indenture dated as of May 11, 2004by and between the Company and Wells Fargo Delaware Trust Company; and(4) Junior Subordinated Debentures due November 23, 2035 issuedpursuant to an Indenture dated as of June 29, 2005 by and between theCompany and Wilmington Trust Company.

No provision of thisArticle XV shall prevent the occurrence of any default or Event of Defaulthereunder.

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

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

## **Section 15.3.        Liquidation,Dissolution, Bankruptcy.**Upon any payment by theCompany or distribution of assets of the Company of any kind or character,whether in cash, property or securities, to creditors upon any dissolution orwinding-up or liquidation or reorganization of the Company, whether voluntaryor involuntary or in bankruptcy, insolvency, receivership or other proceedings,all amounts due upon all Senior Indebtedness of the Company shall first be paidin 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 (andpremium, if any) or interest on the Debentures. Upon any such dissolution or winding-up or liquidation orreorganization, any payment by the Company, or distribution of assets of theCompany of any kind or character, whether in cash, property or securities, towhich the Securityholders or the Trustee would be entitled to receive from theCompany, except for the provisions of this Article XV, shall be paid bythe Company, or by any receiver, trustee in bankruptcy, liquidating trustee,agent or other Person making such payment or distribution, or by theSecurityholders or by the Trustee under this Indenture if received by them orit, directly to the holders of Senior Indebtedness (*pro rata* to such holders on the basis of the respectiveamounts of Senior Indebtedness held by such holders, as calculated by theCompany) or their representative or representatives, or to the trustee ortrustees under any indenture pursuant to which any instruments evidencing such SeniorIndebtedness may have been issued, as their respective interests may appear, tothe extent necessary to pay such Senior Indebtedness in full, in money or money’sworth, after giving effect to any concurrent payment or distribution to or forthe

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## holders ofsuch Senior Indebtedness, before any payment or distribution is made to theSecurityholders or to the Trustee.

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

For purposes of thisArticle XV, the words “cash, property or securities” shall not be deemedto include shares of stock of the Company as reorganized or readjusted, orsecurities of the Company or any other corporation provided for by a plan ofreorganization or readjustment, the payment of which is subordinated at leastto the extent provided in this Article XV with respect to the Debenturesto the payment of all Senior Indebtedness, that may at the time be outstanding,provided that (i) such Senior Indebtedness is assumed by the newcorporation, 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 orreadjustment.  The consolidation of theCompany with, or the merger of the Company into, another corporation or theliquidation or dissolution of the Company following the conveyance or transferof its property as an entirety, or substantially as an entirety, to anothercorporation upon the terms and conditions provided for in Article XI of thisIndenture shall not be deemed a dissolution, winding-up, liquidation orreorganization for the purposes of this Section if such other corporationshall, as a part of such consolidation, merger, conveyance or transfer, complywith the conditions stated in Article XI of this Indenture.  Nothing in Section 15.2 or in thisSection shall apply to claims of, or payments to, the Trustee under or pursuantto Section 6.6 of this Indenture.

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

Nothing contained in thisArticle XV or elsewhere in this Indenture or in the Debentures is intendedto or shall impair, as between the Company, its creditors other than theholders of Senior Indebtedness, and the holders of the Debentures, theobligation of the Company, which is absolute and unconditional, to pay to theholders of the Debentures the principal of (and premium, if any) and intereston the Debentures as and when the same shall become due and payable inaccordance with their terms, or is intended to or shall affect the relativerights of the holders of the Debentures and creditors of the

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Company, other than theholders of Senior Indebtedness, nor shall anything herein or therein preventthe Trustee or the holder of any Debenture from exercising all remediesotherwise permitted by applicable law upon default under this Indenture,subject to the rights, if any, under this Article XV of the holders ofsuch Senior Indebtedness in respect of cash, property or securities of theCompany, received upon the exercise of any such remedy.

Upon any payment ordistribution of assets of the Company referred to in this Article XV, theTrustee, subject to the provisions of Article VI of this Indenture, andthe Securityholders shall be entitled to conclusively rely upon any order ordecree made by any court of competent jurisdiction in which such dissolution,winding-up, liquidation or reorganization proceedings are pending, or acertificate of the receiver, trustee in bankruptcy, liquidation trustee, agentor other Person making such payment or distribution, delivered to the Trusteeor to the Securityholders, for the purposes of ascertaining the Personsentitled to participate in such distribution, the holders of SeniorIndebtedness and other indebtedness of the Company, the amount thereof orpayable thereon, the amount or amounts paid or distributed thereon and allother facts pertinent thereto or to this Article XV.

## **Section 15.5.        Trusteeto Effectuate Subordination.**Each Securityholderby such Securityholder’s acceptance thereof authorizes and directs the Trusteeon such Securityholder’s behalf to take such action as may be necessary orappropriate to effectuate the subordination provided in this Article XVand appoints the Trustee such Securityholder’s attorney-in-fact for any and allsuch purposes.

## **Section 15.6.        Noticeby the Company.**The Company shall give promptwritten notice to a Responsible Officer of the Trustee at the Principal Officeof the Trustee of any fact known to the Company that would prohibit the makingof any payment of monies to or by the Trustee in respect of the Debenturespursuant to the provisions of this Article XV.  Notwithstanding the provisions of thisArticle XV or any other provision of this Indenture, the Trustee shall notbe charged with knowledge of the existence of any facts that would prohibit themaking of any payment of monies to or by the Trustee in respect of theDebentures pursuant to the provisions of this Article XV, unless and untila Responsible Officer of the Trustee at the Principal Office of the Trustee shallhave received written notice thereof from the Company or a holder or holders ofSenior Indebtedness or from any trustee therefor; and before the receipt of anysuch written notice, the Trustee, subject to the provisions of Article VIof this Indenture, shall be entitled in all respects to assume that no suchfacts exist; provided, however, that if the Trustee shall nothave received the notice provided for in this Section at least 2 Business Daysprior to the date upon which by the terms hereof any money may become payablefor any purpose (including, without limitation, the payment of the principal of(or premium, if any) or interest on any Debenture), then, anything hereincontained to the contrary notwithstanding, the Trustee shall have full powerand authority to receive such money and to apply the same to the purposes forwhich they were received, and shall not be affected by any notice to thecontrary that may be received by it within 2 Business Days prior to such date.

The Trustee, subject tothe provisions of Article VI of this Indenture, shall be entitled toconclusively rely on the delivery to it of a written notice by a Personrepresenting himself to be a holder of Senior Indebtedness (or a trustee orrepresentative on behalf of such holder), to establish that such notice hasbeen given by a holder of such Senior Indebtedness or a trustee orrepresentative on behalf of any such holder or holders.  In the event that the Trustee determines ingood faith that further evidence is required with respect to the right of anyPerson as a holder of such Senior Indebtedness to participate in any payment ordistribution pursuant to this Article XV, the Trustee may request suchPerson to furnish evidence to the reasonable satisfaction of the Trustee as tothe amount of such Senior Indebtedness held by such Person, the extent to whichsuch Person is entitled to participate in such payment or distribution and anyother facts pertinent to the rights of such Person under this Article XV,and, if such evidence is

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not furnished, theTrustee may defer any payment to such Person pending judicial determination asto the right of such Person to receive such payment.

## **Section 15.7.        Rightsof the Trustee; Holders of Senior Indebtedness.**TheTrustee in its individual capacity shall be entitled to all the rights setforth in this Article XV in respect of any Senior Indebtedness at any timeheld by it, to the same extent as any other holder of Senior Indebtedness, andnothing in this Indenture shall deprive the Trustee of any of its rights assuch holder.

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

Nothing in thisArticle XV shall apply to claims of, or payments to, the Trustee under orpursuant to Section 6.6.

## **Section 15.8.        SubordinationMay Not Be Impaired.**No right of any present orfuture holder of any Senior Indebtedness to enforce subordination as hereinprovided shall at any time in any way be prejudiced or impaired by any act orfailure to act on the part of the Company, or by any act or failure to act, ingood faith, by any such holder, or by any noncompliance by the Company, withthe terms, provisions and covenants of this Indenture, regardless of anyknowledge thereof that any such holder may have or otherwise be charged with.

Without in any waylimiting the generality of the foregoing paragraph, the holders of SeniorIndebtedness may, at any time and from time to time, without the consent of ornotice to the Trustee or the Securityholders, without incurring responsibilityto the Securityholders and without impairing or releasing the subordination providedin this Article XV or the obligations hereunder of the holders of theDebentures to the holders of such Senior Indebtedness, do any one or more ofthe following:  (i) change themanner, place or terms of payment or extend the time of payment of, or renew oralter, such Senior Indebtedness, or otherwise amend or supplement in any mannersuch Senior Indebtedness or any instrument evidencing the same or any agreementunder which such Senior Indebtedness is outstanding; (ii) sell, exchange,release or otherwise deal with any property pledged, mortgaged or otherwisesecuring such Senior Indebtedness; (iii) release any Person liable in anymanner for the collection of such Senior Indebtedness; and (iv) exerciseor refrain from exercising any rights against the Company, and any otherPerson.

*Signatures appear on the following page*

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IN WITNESS WHEREOF, the parties hereto have causedthis Indenture to be duly executed by their respective officers thereunto dulyauthorized, as of the day and year first above written.
|        |   | TRINITY CAPITAL CORPORATION          |
|--------|--------|--------------------------------------|
|   |   |                                 |   |   |
|   |   | By                                   |   | /s/ | William C. Enloe |
|   |   |                                 |   | Name: | William C. Enloe |
|   |   |                                 |   | Title: | President /CEO |
|   |   |                                 |
|   |   | WILMINGTON TRUST COMPANY, as Trustee |
|   |   |                                 |   |   |
|   |   | By                                   |   | /s/ | Michele C. Harra |
|   |   |                                 |   | Name: | Michele C. Harra |
|   |   |                                 |   | Title: | Financial Services Officer |

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** **

**EXHIBIT A**

**FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATEDDEFERRABLE INTERESTDEBENTURE**

[FORM OF FACE OF SECURITY]

THIS SECURITY IS NOT ASAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANYAGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCECORPORATION.

THIS SECURITY HAS NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION ORUNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIESLAWS.  THE HOLDER OF THIS SECURITY BY ITSACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITYONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THATHAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOMTHE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN ATRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITYIS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,(D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITHRULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THESECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THEMEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THATIS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ANINSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEWTO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OFTHE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROMTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’SRIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF ANOPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO ITIN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THECOMPANY.

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

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

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

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

IN CONNECTION WITH ANYTRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCHCERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TOCONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture

of

Trinity Capital Corporation

September 21, 2006

Trinity CapitalCorporation, a New Mexico corporation (the “Company” which term includes anysuccessor Person under the Indenture hereinafter referred to), for valuereceived promises to pay to Wilmington Trust Company, not in its individualcapacity but solely as Institutional Trustee for Trinity Capital Trust V(the “Holder”) or registered assigns, the principal sum of ten million threehundred ten thousand dollars ($10,310,000.00) on December 15, 2036, and topay interest on said principal sum from September 21, 2006, or from themost recent Interest Payment Date (as defined below) to which interest has beenpaid or duly provided for, quarterly (subject to deferral as set forth herein)in arrears on March 15, June 15, September 15 and December 15of each year or if such day is not a Business Day, then the next succeedingBusiness Day (each such date, an “Interest Payment Date”) (it being understoodthat interest accrues for any such non-Business Day during the applicableDistribution Period, beginning on or after September 15, 2011), commencingon the Interest Payment Date in December 2006, at an annual rate equal to 6.83%beginning on (and including) the date of original issuance and ending on (butexcluding) the Interest Payment Date in September 2011 and at an annual ratefor each successive period beginning on (and including) the Interest PaymentDate in September 2011, and each succeeding Interest Payment Date, and endingon (but excluding) the next succeeding Interest Payment Date (each a “DistributionPeriod”), equal to 3-Month LIBOR, determined as described below, plus1.65% (the “Coupon Rate”), applied to the principal amount hereof, until theprincipal hereof is paid or duly provided for or made available for payment,and on any overdue principal and (without duplication and to the

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extent that payment ofsuch interest is enforceable under applicable law) on any overdue installmentof interest (including Additional Interest) at the Interest Rate in effect foreach applicable period, compounded quarterly, from the dates such amounts aredue until they are paid or made available for payment.  The amount of interest payable (i) forany Distribution Period commencing on or after the date of original issuancebut before the Interest Payment Date in September 2011 will be computed on thebasis of a 360-day year of twelve 30-day months, and (ii) for theDistribution Period commencing on the Interest Payment Date in September 2011and each succeeding Distribution Period will be computed on the basis of theactual number of days in the Distribution Period concerned divided by 360.  The interest installment so payable, andpunctually paid or duly provided for, on any Interest Payment Date will, asprovided in the Indenture, be paid to the Person in whose name this Debenture(or one or more Predecessor Securities) is registered at the close of businesson the regular record date for such interest installment, which shall befifteen Business Days prior to the day on which the relevant Interest PaymentDate occurs.  Any such interestinstallment not so punctually paid or duly provided for shall forthwith ceaseto be payable to the Holder on such regular record date and may be paid to thePerson in whose name this Debenture (or one or more Predecessor Securities) isregistered at the close of business on a special record date.

“3-Month LIBOR” asused herein, means the London interbank offered interest rate for three-monthU.S. dollar deposits determined by the Trustee in the following order ofpriority:  (i) the rate (expressed as apercentage per annum) for U.S. dollar deposits having a three-month maturitythat appears on Telerate Page 3750 as of 11:00 a.m. (London time) on therelated Determination Date (“Telerate Page 3750” means the display designatedas “Page 3750” on the Moneyline Telerate Service or such other page as mayreplace Page 3750 on that service or such other service or services as may benominated by the British Bankers’ Association as the information vendor for thepurpose of displaying London interbank offered rates for U.S. dollar deposits);(ii) if such rate cannot be identified on the related Determination Date, theTrustee will request the principal London offices of four leading banks in theLondon interbank market to provide such banks’ offered quotations (expressed aspercentages per annum) to prime banks in the London interbank market for U.S.dollar deposits having a three-month maturity as of 11:00 a.m. (London time) onsuch Determination Date.  If at least twoquotations are provided, 3-Month LIBOR will be the arithmetic mean ofsuch quotations; (iii) if fewer than two such quotations are provided asrequested in clause (ii) above, the Trustee will request four major New YorkCity banks to provide such banks’ offered quotations (expressed as percentagesper annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.(London time) on such Determination Date. If at least two such quotations are provided, 3-Month LIBOR willbe the arithmetic mean of such quotations; and (iv) if fewer than two suchquotations are provided as requested in clause (iii) above, 3-Month LIBORwill be a 3-Month LIBOR determined with respect to the DistributionPeriod immediately preceding such current Distribution Period.  If the rate for U.S. dollar deposits having athree-month maturity that initially appears on Telerate Page 3750 as of 11:00a.m. (London time) on the related Determination Date is superseded on theTelerate Page 3750 by a corrected rate by 12:00 noon (London time) on such DeterminationDate, then the corrected rate as so substituted on the applicable page will bethe applicable 3-Month LIBOR for such Determination Date.  As used herein, “Determination Date” meansthe date that is two London Banking Days (i.e., a business day in whichdealings in deposits in U.S. dollars are transacted in the London interbankmarket) preceding the commencement of the relevant Distribution Period.

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

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

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dollar amounts used in orresulting from such calculation will be rounded to the nearest cent (withone-half cent being rounded upward)).

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

So long as noAcceleration Event of Default has occurred and is continuing, the Company shallhave the right, from time to time, and without causing an Event of Default, todefer payments of interest on the Debentures by extending the interest paymentperiod on the Debentures at any time and from time to time during the term ofthe Debentures, for up to 20 consecutive quarterly periods (each suchextended interest payment period, an “Extension Period”), during whichExtension Period no interest (including Additional Interest) shall be due andpayable (except any Additional Sums that may be due and payable).  No Extension Period may end on a date otherthan an Interest Payment Date.  During anExtension Period, interest will continue to accrue on the Debentures, andinterest on such accrued interest will accrue at an annual rate equal to theInterest Rate in effect for such Extension Period, compounded quarterly fromthe date such interest would have been payable were it not for the ExtensionPeriod, to the extent permitted by law (such interest referred to herein as “AdditionalInterest”).  At the end of any suchExtension Period the Company shall pay all interest then accrued and unpaid onthe Debentures (together with Additional Interest thereon); *provided*, *however*, thatno Extension Period may extend beyond the Maturity Date; *provided**further*, *however*,that during any such Extension Period, the Company shall not and shall notpermit any Affiliate to engage in any of the activities or transactionsdescribed on the reverse side hereof and in the Indenture.  Prior to the termination of any ExtensionPeriod, the Company may further extend such period, provided that such periodtogether with all such previous and further consecutive extensions thereofshall not exceed 20 consecutive quarterly periods, or extend beyond theMaturity Date.  Upon the termination ofany Extension Period and upon the payment of all accrued and unpaid interestand Additional Interest, the Company may commence a new Extension Period,subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during anExtension Period, except at the end thereof, but each installment of interestthat would otherwise have been due and payable during such Extension Periodshall bear Additional Interest.  TheCompany must give the Trustee notice of its election to begin or extend anExtension Period by the close of business at least 15 Business Days prior tothe Interest Payment Date with respect to which interest on the Debentureswould have been payable except for the election to begin or extend suchExtension Period.

The indebtednessevidenced 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 allSenior Indebtedness, and this Debenture is issued subject to the provisions ofthe Indenture with respect thereto.  Eachholder of this Debenture, by accepting the same, (a) agrees to and shallbe bound by such provisions, (b) authorizes and directs the Trustee on hisor her behalf to take such action as may be necessary or appropriate toacknowledge or effectuate the subordination so provided and (c) appointsthe Trustee his or her attorney-in-fact for any and all such purposes.  Each holder hereof, by his or her acceptancehereof, hereby waives all notice of the acceptance of the subordinationprovisions contained herein and in the Indenture by each holder of SeniorIndebtedness, whether now outstanding or hereafter incurred, and waivesreliance by each such holder upon said provisions.

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This Debenture shall notbe entitled to any benefit under the Indenture hereinafter referred to, bevalid or become obligatory for any purpose until the certificate ofauthentication hereon shall have been signed by or on behalf of the Trustee.

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

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IN WITNESS WHEREOF, the Company has duly executed thiscertificate.
|        |   | TRINITY CAPITAL  CORPORATION |
|--------|--------|------------------------------|
|   |   |                         |   |   |
|   |   | By                           |   |   |
|   |   |                         |   | Name: |
|   |   |                         |   | Title: |

 

**CERTIFICATE OF AUTHENTICATION**

This is one of the Debentures referred to in thewithin-mentioned Indenture.
|        |   | WILMINGTON TRUST  COMPANY, as Trustee |
|--------|--------|---------------------------------------|
|   |   |                                  |   |   |
|   |   | By:                                   |   |   |
|   |   |                                  |   | Authorized  Officer |

 

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[FORM OF REVERSEOF DEBENTURE]

This Debenture isone of the fixed/floating rate junior subordinated deferrable interestdebentures of the Company, all issued or to be issued under and pursuant to theIndenture dated as of September 21, 2006 (the “Indenture”), duly executedand delivered between the Company and the Trustee, to which Indenture referenceis hereby made for a description of the rights, limitations of rights,obligations, duties and immunities thereunder of the Trustee, the Company andthe holders of the Debentures.  TheDebentures are limited in aggregate principal amount as specified in theIndenture.

Upon theoccurrence and continuation of a Special Event prior to the Interest PaymentDate in September 2011, the Company shall have the right to redeem the Debenturesin whole, but not in part, at any Interest Payment Date, within 120 daysfollowing the occurrence of such Special Event, at the Special RedemptionPrice.

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

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

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

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

In case anAcceleration Event of Default shall have occurred and be continuing, upondemand of the Trustee, the principal of all of the Debentures shall become dueand payable in the manner, with the effect and subject to the conditionsprovided in the Indenture.

The Indenturecontains provisions permitting the Company and the Trustee, with the consent ofthe holders of not less than a majority in aggregate principal amount of theDebentures at the time outstanding, to execute supplemental indentures for thepurpose of adding any provisions to or changing in any manner or eliminatingany of the provisions of this Indenture or of any supplemental indenture or ofmodifying in any manner the rights of the holders of the Debentures; *provided*, *however*, thatno such supplemental indenture shall without the consent of the holders of eachDebenture then outstanding and affected thereby (i) change the fixedmaturity of any Debenture, or reduce the principal amount thereof or anypremium thereon, or reduce the rate or extend the time of payment of interestthereon, or reduce any amount payable on redemption thereof or make theprincipal thereof or any interest or premium thereon payable in any coin orcurrency other than that provided in the Debentures, or impair or affect theright of any Securityholder to institute suit for payment thereof or impair theright of repayment, if any, at the option of the holder, or (ii) reducethe aforesaid percentage of Debentures the holders of which are required toconsent to any such supplemental indenture.

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The Indenture alsocontains provisions permitting the holders of a majority in aggregate principalamount of the Debentures at the time outstanding on behalf of the holders ofall of the Debentures to waive (or modify any previously granted waiver of) anypast default or Event of Default, and its consequences, except a default(a) in the payment of principal of, premium, if any, or interest on any ofthe Debentures, (b) in respect of covenants or provisions hereof or of theIndenture which cannot be modified or amended without the consent of the holderof each Debenture affected, or (c) in respect of the covenants containedin Section 3.9 of the Indenture; *provided*, *however*, that if the Debentures are held by the Trust or atrustee of such trust, such waiver or modification to such waiver shall not beeffective until the holders of a majority in Liquidation Amount of TrustSecurities of the Trust shall have consented to such waiver or modification tosuch waiver, *provided*, *further*,that if the consent of the holder of each outstanding Debenture is required,such waiver shall not be effective until each holder of the Trust Securities ofthe Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to becured for all purposes of the Indenture and the Company, the Trustee and theholders of the Debentures shall be restored to their former positions andrights hereunder, respectively; but no such waiver shall extend to anysubsequent or other default or Event of Default or impair any right consequentthereon.  Whenever any default or Eventof Default hereunder shall have been waived as permitted by the Indenture, saiddefault or Event of Default shall for all purposes of the Debentures and theIndenture be deemed to have been cured and to be not continuing.

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

The Company hasagreed that if Debentures are initially issued to the Trust or a trustee ofsuch Trust in connection with the issuance of Trust Securities by the Trust(regardless of whether Debentures continue to be held by such Trust) and(i) there shall have occurred and be continuing an Event of Default,(ii) the Company shall be in default with respect to its payment of any obligationsunder the Capital Securities Guarantee, or (iii) the Company shall havegiven notice of its election to defer payments of interest on the Debentures byextending the interest payment period as provided herein and such ExtensionPeriod, or any extension thereof, shall be continuing, then the Company shallnot, and shall not allow any Affiliate of the Company to, (x) declare orpay any dividends or distributions on, or redeem, purchase, acquire, or make aliquidation payment with respect to, any of the Company’s capital stock or itsAffiliates’ capital stock (other than payments of dividends or distributions tothe Company) or make any guarantee payments with respect to the foregoing or(y) make any payment of principal of or interest or premium, if any, on orrepay, repurchase or redeem any debt securities of the Company or any Affiliatethat rank *pari passu* in all respects with orjunior in interest to the Debentures (other than, with respect to clauses (x)and (y) above,  (1) repurchases,redemptions or other acquisitions of shares of capital stock of the Company inconnection with any employment contract, benefit plan or other similararrangement with or for the benefit of one or more employees, officers,directors or consultants, in connection with a dividend reinvestment orstockholder stock purchase plan or in connection with the issuance of capitalstock of the Company (or securities convertible into or exercisable for suchcapital stock) as consideration in an acquisition transaction entered intoprior to the applicable Extension Period, if any, (2) as a result of anyexchange or conversion of any class or series of the Company’s capital stock(or any capital stock of a subsidiary of the Company) for any class or seriesof the Company’s capital stock or of any class or series of the Company’sindebtedness for any class or series of the Company’s capital stock,(3) the purchase of fractional interests in shares of the Company’scapital stock pursuant to the conversion or exchange provisions of such capitalstock or the security being converted or exchanged, (4) any declaration ofa dividend in connection with any stockholders’ rights plan, or the issuance ofrights, stock or other property under any stockholders’ rights plan, or theredemption or repurchase of rights pursuant thereto, (5) any dividend inthe form of stock, warrants, options or other rights where the

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

The Debentures areissuable only in registered, certificated form without coupons and in minimumdenominations of $100,000.00 and any multiple of $1,000.00 in excessthereof.  As provided in the Indentureand subject to the transfer restrictions and limitations as may be containedherein and therein from time to time, this Debenture is transferable by theholder hereof on the Debenture Register of the Company.  Upon due presentment for registration oftransfer of any Debenture at the Principal Office of the Trustee or at anyoffice or agency of the Company maintained for such purpose as provided inSection 3.2 of the Indenture, the Company shall execute, the Company orthe Trustee shall register and the Trustee or the Authenticating Agent shallauthenticate and make available for delivery in the name of the transferee ortransferees a new Debenture for a like aggregate principal amount.  All Debentures presented for registration oftransfer or for exchange or payment shall (if so required by the Company or theTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied bya written instrument or instruments of transfer in form satisfactory to, theCompany and the Trustee or the Authenticating Agent duly executed by the holderor his attorney duly authorized in writing. No service charge shall be made for any exchange or registration oftransfer of Debentures, but the Company or the Trustee may require payment of asum sufficient to cover any tax, fee or other governmental charge that may beimposed in connection therewith.

Prior to due presentmentfor registration of transfer of any Debenture, the Company, the Trustee, anyAuthenticating Agent, any paying agent, any transfer agent and any Debentureregistrar may deem the Person in whose name such Debenture shall be registeredupon the Debenture Register to be, and may treat him as, the absolute owner ofsuch Debenture (whether or not such Debenture shall be overdue) for the purposeof receiving payment of or on account of the principal of, premium, if any, andinterest on such Debenture and for all other purposes; and neither the Companynor the Trustee nor any Authenticating Agent nor any paying agent nor anytransfer agent nor any Debenture registrar shall be affected by any notice tothe contrary.  All such payments so madeto any holder for the time being or upon his order shall be valid, and, to theextent of the sum or sums so paid, effectual to satisfy and discharge theliability for moneys payable upon any such Debenture.

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

Capitalized terms usedand not defined in this Debenture shall have the meanings assigned in theIndenture dated as of the date of original issuance of this Debenture betweenthe Trustee and the Company.

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

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**EXHIBIT B**

**FORM OFCERTIFICATE TO TRUSTEE**

Pursuant toSection 3.5 of the Indenture between Trinity Capital Corporation, as theCompany (the “Company”), and Wilmington Trust Company, as Trustee, dated as ofSeptember 21, 2006 (the “Indenture”), the undersigned hereby certifies asfollows:

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

2.                                       [Tomy knowledge, the Company is not in default in the performance of any covenantscontained in the Indenture.

***or, alternatively:***

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

Capitalized termsused herein, and not otherwise defined herein, have the respective meaningsascribed thereto in the Indenture.

IN WITNESSWHEREOF, the undersigned has executed this Certificate.
| Date:  |   |
|--------|--------|
|   |   |
|   |   |
|   | Name:  |
|   | Title: |

 

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