exhibit1034.htm

                                                                                         Exhibit
    10.34

    


    
      	
              JUNIOR
                SUBORDINATED INDENTURE

               

              between

               

              HARLEYSVILLE
                NATIONAL CORPORATION

               

               

              and

               

               

              WILMINGTON
                TRUST COMPANY,

              as
                Trustee

               

               

              _____________________

              Dated
                as of August 22, 2007

              _____________________

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

                                                                                                     Page

     

     

    ARTICLE
      I

     

    Definitions
      and Other Provisions of General Application

    


    
      	 SECTION
              1.1.	 Definitions..........................................................................................................................................................................1
	 SECTION
              1.2.	 Compliance
              Certificate and
              Opinions................................................................................................................................10
	 SECTION
              1.3.	 Forms
              of Documents Delivered to
              Trustee........................................................................................................................11
	 SECTION
              1.4	 Acts
              of
              Holders...............................................................................................................................................................12
	 SECTION
              1.5.	 Notices,
              Etc.....................................................................................................................................................................14
	 SECTION
              1.6.	 Notice
              to Holders;
              Waiver. .............................................................................................................................................14
	 SECTION
              1.7.	 Effect
              of Headings and Table of
              Contents. .......................................................................................................................14
	 SECTION
              1.8.	 Successors
              and
              Assigns...................................................................................................................................................15
	 SECTION
              1.9.	 Separability
              Clause..........................................................................................................................................................15
	 SECTION
              1.10.	 Benefits
              of
              Indenture........................................................................................................................................................15
	 SECTION
              1.11.	 Governing
              Law................................................................................................................................................................15
	 SECTION
              1.12.	 Submission
              to
              Jurisdiction.................................................................................................................................................15
	 SECTION
              1.13.  	 Non-Business
              Days.........................................................................................................................................................15
	 	 


    

     

                   
      

    ARTICLE
      II

     

    Security
      Forms

     

    
      	 SECTION
              2.1. 	
              Form
                of
                Security................................................................................................................................................................16

            
	 SECTION
              2.2. 	
              Restricted
                Legend..............................................................................................................................................................16

            
	 SECTION
              2.3.	
              Form
                of Trustee’s Certificate of
                Authentication....................................................................................................................16

            
	 SECTION
              2.4. 	
              Temporary
                Securities..........................................................................................................................................................16

            
	 SECTION
              2.5.	
              Definitive
                Securities............................................................................................................................................................17

            


    

     

     

    ARTICLE
      III

     

    The
      Securities

     

    
      	 SECTION
              3.1.   	Payment
              of Principal and
              Interest..........................................................................................................................................17
	 SECTION
              3.2.  	Denominations......................................................................................................................................................................19
	 SECTION
              3.3.   	Execution,
              Authentication, Delivery and
              Dating......................................................................................................................19
	 SECTION
              3.4.     	Global
              Securities...................................................................................................................................................................20
	 SECTION
              3.5.    	Registration,
              Transfer and Exchange
              Generally.......................................................................................................................22
	 SECTION
              3.6. 	Mutilated,
              Destroyed, Lost and Stolen
              Securities...................................................................................................................23
	 SECTION
              3.7.   	Persons
              Deemed
              Owners.....................................................................................................................................................24
	 SECTION
              3.8.  	Cancellation..........................................................................................................................................................................24
	 SECTION
              3.9.     	Deferrals
              of Interest Payment
              Dates......................................................................................................................................24
	 SECTION
                3.10.     	Right
              of
              Set-Off....................................................................................................................................................................25
	 SECTION
              3.11.  	Agreed
              Tax
              Treatment..........................................................................................................................................................25


    

    
 

    
      
        -i-

      

      
        
        

        
          

        

      

       

       

    

    
      	
               SECTION
                3.12.  

            	CUSIP
              Numbers.................................................................................................................................................................25


    

                                                                                                                            

     

    ARTICLE
      IV

     

    Satisfaction
      and Discharge

     

     

    
      	 SECTION
              4.1.   	 Satisfaction
              and Discharge of
              Indenture....................................................................................................................................26
	 SECTION
              4.2.  	 Application
              of Trust
              Money.....................................................................................................................................................27
	 	 


    

     

     

    ARTICLE
      V

     

    Remedies

     

    
      	 SECTION
              5.1. 	Events
              of
              Default......................................................................................................................................................................27
	 SECTION
              5.2.	Acceleration
              of Maturity; Rescission and
              Annulment..................................................................................................................28
	 SECTION
              5.3.	Collection
              of Indebtedness and Suits for Enforcement by
              Trustee...............................................................................................29
	 SECTION
              5.4.  	Trustee
              May File Proofs of
              Claim.............................................................................................................................................30
	 SECTION
              5.5.	Trustee
              May Enforce Claim Without Possession of
              Securities....................................................................................................30
	 SECTION
              5.6.	Application
              of Money
              Collected...............................................................................................................................................31
	 SECTION
              5.7.    	Limitation
              on
              Suits....................................................................................................................................................................31
	 SECTION
              5.8.	Unconditional
              Right of Holders to Receive Principal, Premium
              and Interest; Direct Action by Holders of Preferred
              Securities......32
	 SECTION
              5.9.    	Restoration
              of Rights and
              Remedies..........................................................................................................................................32
	 SECTION
              5.10. 	Rights
              and Remedies
              Cumulative...............................................................................................................................................32
	 SECTION
              5.11. 	Delay
              or Omission Not
              Waiver.................................................................................................................................................33
	 SECTION
              5.12. 	Control
              by
              Holders...................................................................................................................................................................33
	 SECTION
              5.13.  	Waiver
              of Past
              Defaults............................................................................................................................................................33
	 SECTION
              5.14	Undertaking
              for
              Costs..............................................................................................................................................................34
	 SECTION
              5.15.  	Waiver
              of Usury, Stay or Extension
              Laws.................................................................................................................................34


    

                              

    ARTICLE
      VI

     

        
      The Trustee

     

    
      	 SECTION
              6.1. 	Corporate
              Trustee
              Required.....................................................................................................................................................34
	 SECTION
              6.2.	Certain
              Duties and
              Responsibilities............................................................................................................................................35
	 SECTION
              6.3. 	Notice
              of
              Defaults....................................................................................................................................................................36
	 SECTION
              6.4.	Certain
              Rights of
              Trustee..........................................................................................................................................................36
	 SECTION
              6.5. 	May
              Hold
              Securities.................................................................................................................................................................38
	 SECTION
              6.6.   	Compensation;
              Reimbursement;
              Indemnity................................................................................................................................38
	 SECTION
              6.7.	Resignation
              and Removal; Appointment of
              Successor................................................................................................................39
	 SECTION
              6.8	Acceptance
              of Appointment by
              Successor................................................................................................................................40
	 SECTION
              6.9	Merger,
              Conversion, Consolidation or Succession to
              Business...................................................................................................40
	 SECTION
              6.10.	Not
              Responsible for Recitals or Issuance of
              Securities...............................................................................................................41
	 SECTION
              6.11.	Appointment
              of Authenticating
              Agent........................................................................................................................................41


    

     

    ARTICLE
      VII

    
Holders’
      Lists and Reports by Trustee and Company

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

     

    
      	 SECTION
              7.1.	Company
              to Furnish Trustee Names and Addresses of
              Holders.................................................................................................42
	 SECTION
              7.2	Preservation
              of Information, Communications to
              Holders...........................................................................................................43
	 SECTION
              7.3.	Reports
              by Company and
              Trustee.............................................................................................................................................43


    

     

     

    ARTICLE
      VIII

     

    Consolidation,
      Merger, Conveyance, Transfer or Lease

     

     

    
      	 SECTION
              8.1	Company
              May Consolidate, Etc., Only on Certain
              Terms..........................................................................................................43
	 SECTION
              8.2. 	Successor
              Company
              Substituted...............................................................................................................................................43


    

     

     

    ARTICLE
      IX

     

    Supplemental
      Indentures

     

     

    
      	 SECTION
              9.1.	Supplemental
              Indentures without Consent of
              Holders................................................................................................................43
	 SECTION
              9.2.	Supplemental
              Indentures with Consent of
              Holders.....................................................................................................................43
	 SECTION
              9.3.   	Execution
              of Supplemental
              Indentures.......................................................................................................................................43
	 SECTION
              9.4. 	Effect
              of Supplemental
              Indentures.............................................................................................................................................43
	 SECTION
              9.5.  	Reference
              in Securities to Supplemental
              Indentures....................................................................................................................43


    

     

    ARTICLE
      X

     

    Covenants

     

    
      	 SECTION
              10.1.   	Payment
              of Principal, Premium and
              Interest...............................................................................................................................43
	 SECTION
              10.2. 	Money
              for Security Payments to be Held in
              Trust......................................................................................................................43
	 SECTION
              10.3.  	Statement
              as to
              Compliance......................................................................................................................................................43
	 SECTION
              10.4.    	Calculation
              Agent.....................................................................................................................................................................43
	 SECTION
              10.5.   	Additional
              Tax
              Sums................................................................................................................................................................43
	 SECTION
              10.6.    	Additional
              Covenants...............................................................................................................................................................43
	 SECTION
              10.7.     	Waiver
              of
              Covenants................................................................................................................................................................43
	 SECTION
              10.8.      	Treatment
              of
              Securities.............................................................................................................................................................43


    

                 

    ARTICLE
      XI

     

    Redemption
      of Securities

     

     

    
      	 SECTION
              11.1.  	Optional
              Redemption................................................................................................................................................................43
	 SECTION
              11.2.  	Special
              Event
              Redemption........................................................................................................................................................43
	 SECTION
              11.3.     	Election
              to Redeem; Notice to
              Trustee......................................................................................................................................43
	 SECTION
              11.4.  	Selection
              of Securities to be
              Redeemed.....................................................................................................................................43
	 SECTION
              11.5.  	Notice
              of
              Redemption..............................................................................................................................................................43
	 SECTION
              11.6. 	Deposit
              of Redemption
              Price....................................................................................................................................................43
	 SECTION
              11.7. 	Payment
              of Securities Called for
              Redemption............................................................................................................................43


    

     

     

    ARTICLE
      XII

     

    Subordination
      of Securities

     

    
      
        -iii-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 SECTION
                12.1.       	Securities
                Subordinate to Senior
                Debt.........................................................................................................................................43
	 SECTION
                12.2	No
                Payment When Senior Debt in Default; Payment Over of Proceeds
                Upon Dissolution,
                Etc......................................................43
	 SECTION
                12.3.  	Payment
                Permitted If No
                Default.................................................................................................................................................43
	 SECTION
                12.4.     	Subrogation
                to Rights of Holders of Senior
                Debt..........................................................................................................................43
	 SECTION
                12.5. 	Provisions
                Solely to Define Relative
                Rights...................................................................................................................................43
	 SECTION
                12.6. 	Trustee
                to Effectuate
                Subordination.............................................................................................................................................43
	 SECTION
                12.7.      	No
                Waiver of Subordination
                Provisions.......................................................................................................................................43
	 SECTION
                12.8.  	Notice
                to
                Trustee........................................................................................................................................................................43
	 SECTION
                12.9.	Reliance
                on Judicial Order or Certificate of Liquidating
                Agent......................................................................................................43
	 SECTION
                12.10	Trustee
                Not Fiduciary for Holders of Senior
                Debt........................................................................................................................43
	 SECTION
                12.11.	Rights
                of Trustee as Holder of Senior Debt; Preservation of
                Trustee’s
                Rights...........................................................................43
	 SECTION
                12.12.	Article
                Applicable to Paying
                Agents.............................................................................................................................................43


      

    

     

    


    SCHEDULES

     

        Schedule
      A                   Determination
      of LIBOR

     

        Exhibit
      A                      Form
      of Junior Subordinated Note

        Exhibit
      B                      Form
      of Financial Officer’s Certificate

        Exhibit
      C                      Form
      of Officers’ Certificate pursuant to Section 10.3

     

    



    
      
        -iv-

      

      
        
        

        
          

        

      

      
        
        

      

    


    Junior
      Subordinated Indenture, dated as of August 22, 2007, between Harleysville
      National Corporation, a Pennsylvania corporation (the “Company”), and
      Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such
      capacity, the “Trustee”).

     

    Recitals
      of the Company

     

    Whereas,
      the Company has duly authorized the execution and delivery of this Indenture
      to
      provide for the issuance of its unsecured junior subordinated deferrable
      interest notes (the “Securities”) to evidence loans made to the Company
      of the proceeds from the issuance by HNC Statutory Trust IV, a Delaware
      statutory trust (the “Trust”), of undivided preferred beneficial
      interests in the assets of the Trust (the “Preferred Securities”) and
      undivided common beneficial interests in the assets of the Trust (the
“Common Securities” and, collectively with the Preferred Securities,
      the “Trust Securities”), and to provide the terms and conditions upon
      which the Securities are to be authenticated, issued and delivered;
      and

     

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

     

    Now,
      therefore, this Indenture Witnesseth:

     

    For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof, it is mutually covenanted and agreed, for the equal and
      proportionate benefit of all Holders of the Securities, as follows:

     

    ARTICLE
      I

     

     

    Definitions
      and Other Provisions of General Application

     

    SECTION
      1.1.  Definitions.

     

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

     

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

     

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

     

    (c)  all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with GAAP;

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    “Act”
      when used with respect to any Holder, has the meaning specified in Section
      1.4.

     

     “Additional
      Interest” means the interest, if any, that shall accrue on any amounts
      payable  on the Securities, the payment of which has not been made on
      the applicable Interest Payment Date and which shall accrue at the rate per
      annum, compounded quarterly, specified or determined as specified in such
      Security.

     

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

     

    “Additional
      Taxes” means taxes, duties or other governmental charges imposed on the
      Trust as a result of a Tax Event (which, for the sake of clarity, does not
      include amounts required to be deducted or withheld by the Trust from payments
      made by the Trust to or for the benefit of the Holder of, or any Person that
      acquires a beneficial interest in, the Securities).

     

    “Administrative
      Trustee” means, with respect to the Trust, a Person identified as an
“Administrative Trustee” in the Trust Agreement, solely in its capacity as
      Administrative Trustee of the Trust under the Trust Agreement and not in its
      individual capacity, or its successor in interest in such capacity, or any
      successor Administrative Trustee appointed as therein provided.

     

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

     

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

     

    “Authenticating
      Agent” means any Person authorized by the Trustee pursuant to Section
      6.11 to act on behalf of the Trustee to authenticate the
      Securities.

     

    “Board
      of Directors” means the board of directors of the Company or any duly
      authorized committee of that board.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Calculation
      Agent” has the meaning specified in Section 10.4.

     

    “Capital
      Disqualification Event” means the receipt by the Company of an Opinion of
      Counsel experienced in such matters that, as a result of an amendment to or
      a
      change in law, rule or regulation (including any announced prospective change)
      or a change in interpretation or application of law, rule or regulation by
      any
      legislative body, court, governmental agency or regulatory authority, there
      is
      more than an insubstantial risk that within ninety (90) days of the date of
      such
      opinion, the aggregate liquidation amount of the Preferred Securities will
      not
      be eligible to be treated by the Company as “Tier 1 Capital” (or the then
      equivalent) for purposes of the capital adequacy guidelines of the Federal
      Reserve or other “appropriate Federal banking agency” as such term is defined in
      12 U.S.C. 1813(q), which amendment, change or prospective change becomes
      effective or would become effective, as the case may be, on or after the date
      of
      issuance of the Securities; provided, however, that the inability of
      the Company to treat all or any portion of the liquidation amount of the
      Preferred Securities as Tier 1 Capital shall not constitute the basis for a
      Capital Disqualification Event if such inability results from the Company having
      such Preferred Securities outstanding in an amount that for any reason is in
      excess of the amount which may now or hereafter qualify for treatment as Tier
      1
      Capital under applicable capital adequacy guidelines.  By way of
      example, the inability of the Company to treat all or any portion of the
      liquidation amount of the Preferred Securities as Tier 1 Capital as a result
      of
      the Final Rule on Risk-Based Capital Standards:  Trust Preferred
      Securities and the Definition of Capital, adopted on March 1, 2005, by the
      Federal Reserve, shall not constitute the basis for a Capital Disqualification
      Event.

     

    “Common
      Securities” has the meaning specified in the first recital of this
      Indenture.

     

    “Company”
      means the Person named as the “Company” in the first paragraph of this
      Indenture until a successor corporation shall have become such pursuant to
      the
      applicable provisions of this Indenture, and thereafter “Company” shall
      mean such successor corporation.

     

    “Company
      Request” and “Company Order” mean, respectively, the written
      request or order signed in the name of the Company by its Chairman of the Board
      of Directors, its Vice Chairman of the Board of Directors, its Chief Executive
      Officer, President or a Vice President, and by its Chief Financial Officer,
      Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
      and
      delivered to the Trustee.

     

    “Corporate
      Trust Office” means the principal office of the Trustee at which at any
      particular time its corporate trust business shall be administered, which office
      at the date of this 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    Indenture
      is located at Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware 19890-0001, Attention: Corporate Capital Markets.

     

    “Debt”
      means, with respect to any Person, whether recourse is to all or a portion
      of
      the assets of such Person, whether currently existing or hereafter incurred
      and
      whether or not contingent and without duplication, (i) every obligation of
      such
      Person for money borrowed; (ii) every obligation of such Person evidenced by
      bonds, debentures, notes or other similar instruments, including obligations
      incurred in connection with the acquisition of property, assets or businesses;
      (iii) every reimbursement obligation of such Person with respect to letters
      of
      credit, bankers’ acceptances or similar facilities issued for the account of
      such Person; (iv) every obligation of such Person issued or assumed as the
      deferred purchase price of property or services (but excluding trade accounts
      payable or other accrued liabilities arising in the ordinary course of
      business); (v) every capital lease obligation of such Person; (vi) all
      indebtedness of such Person, whether incurred on or prior to the date of this
      Indenture or thereafter incurred, for claims in respect of derivative products,
      including interest rate, foreign exchange rate and commodity forward contracts,
      options and swaps and similar arrangements; (vii) every obligation of the type
      referred to in clauses (i) through (vi) of another Person and all dividends
      of
      another Person the payment of which, in either case, such Person has guaranteed
      or is responsible or liable for, directly or indirectly, as obligor or
      otherwise; and (viii) any renewals, extensions, refundings, amendments or
      modifications of any obligation of the type referred to in clauses (i) through
      (vii).

     

    “Defaulted
      Interest” has the meaning specified in Section 3.1.

     

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

     

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

     

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

     

    “Distributions”
      means amounts payable in respect of the Trust Securities as provided in the
      Trust Agreement and referred to therein as “Distributions.”

     

    “Dollar”
      or “$” means the currency of the United States of America that, as at the time
      of payment, is legal tender for the payment of public and private
      debts.

     

    “DTC”
      means The Depository Trust Company, a New York corporation.

     

    “Equity
      Interests” means any of (a) the partnership interests (general or limited)
      in a partnership, (b) the membership interests in a limited liability company
      or
      (c) the shares or stock interests (both common stock and preferred stock) in
      a
      corporation.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    “Event
      of Default” has the meaning specified in Section 5.1.

     

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

     

    “Expiration
      Date” has the meaning specified in Section 1.4.

     

    “Extension
      Period” has the meaning specified in Section 3.9.

     

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

     

    “GAAP”
      means United States generally accepted accounting principles, consistently
      applied, from time to time in effect.

     

    “Global
      Security” means a Security that evidences all or part of the Securities,
      the ownership and transfers of which shall be made through book entries by
      a
      Depositary.

     

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

     

    “Guarantee
      Agreement” means the Guarantee Agreement executed by the Company and
      Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the
      execution and delivery of this Indenture, for the benefit of the holders of
      the
      Preferred Securities, as modified, amended or supplemented from time to
      time.

     

    “Holder”
      means a Person in whose name a Security is registered in the Securities
      Register.

     

    “Indenture”
      means this instrument as originally executed or as it may from time to time
      be
      amended or supplemented by one or more amendments or indentures supplemental
      hereto entered into pursuant to the applicable provisions hereof.

     

    
      
        
        

      

      
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    “Interest
      Payment Date” means January 30, April 30, July 30 and October 30 of each
      year, commencing on October 30, 2007, during the term of this
      Indenture.

    


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

     

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

     

    “LIBOR”
      has the meaning specified in Schedule A.

     

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

     

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

     

    “Liquidation
      Amount” has the meaning specified in the Trust Agreement.

     

    “Maturity,”
      when used with respect to any Security, means the date on which the principal
      of
      such Security or any installment of principal becomes due and payable as therein
      or herein provided, whether at the Stated Maturity or by declaration of
      acceleration, call for redemption or otherwise.

     

    “Major
      Bank Subsidiary,” means any subsidiary of the Company that is a “major bank
      subsidiary” as such term is used in the Adopting Release accompanying the Final
      Rule on Risk-Based Capital Standards:  Trust Preferred Securities and
      the Definition of Capital, adopted on March 1, 2005, by the Federal Reserve,
      and
      as such term may subsequently be defined or interpreted in any rule, regulation,
      written interpretation or other public issuance of the Federal
      Reserve.  For purposes of this definition, any “depository
      institution” subsidiary of the Company within the meaning of Section 3(c) of the
      Federal Deposit Insurance Act that would be considered a Major Bank Subsidiary
      except for the fact that such subsidiary is not a “bank” within the meaning of
      Section 3(a) of the Bank Holding Company Act of 1956, shall be deemed to be
      a
      Major Bank Subsidiary.

     

    “Notice
      of Default” means a written notice of the kind specified in Section
      5.1(d).

     

    “Officers’
      Certificate” means a certificate signed by the Chairman of the Board, a
      Vice Chairman of the Board, the Chief Executive Officer, President or a Vice
      President, and by the Chief Financial Officer, Treasurer, an Assistant
      Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered
      to the Trustee.

     

    
      
        
        

      

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

     

    “Original
      Issue Date” means the date of original issuance of each
      Security.

     

    “Outstanding”
      means, when used in reference to any Securities, as of the date of
      determination, all Securities theretofore authenticated and delivered under
      this
      Indenture, except:

     

    (i)  Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

     

    (ii)  Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if the
      Company shall act as its own Paying Agent) for the Holders of such Securities;
      provided, that, if such Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made; and

     

    (iii)  Securities
      that have been paid, or in substitution for or in lieu of which other Securities
      have been authenticated and delivered pursuant to the provisions of this
      Indenture, unless proof satisfactory to the Trustee is presented that any such
      Securities are held by Holders in whose hands such Securities are valid, binding
      and legal obligations of the Company;

     

    provided,
      that, in determining whether the Holders of the requisite principal amount
      of
      Outstanding Securities have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, Securities owned by the Company or any
      other obligor upon the Securities or any Affiliate of the Company or such other
      obligor shall be disregarded and deemed not to be Outstanding, except that,
      in
      determining whether the Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Securities that a Responsible Officer of the Trustee actually knows to be so
      owned shall be so disregarded. Securities so owned that have been pledged in
      good faith may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Trustee the pledgee’s right so to act with respect to such
      Securities and that the pledgee is not the Company or any other obligor upon
      the
      Securities or any Affiliate of the Company or such other obligor.
      Notwithstanding anything herein to the contrary, Securities initially issued
      to
      the Trust that are owned by the Trust shall be deemed to be Outstanding
      notwithstanding the ownership by the Company or an Affiliate of any beneficial
      interest in the Trust.

     

    “Paying
      Agent” means the Trustee or any Person authorized by the Company to pay the
      principal of or any premium or interest on, or other amounts in respect of,
      any
      Securities on behalf of the Company.

     

    “Person”
      means a legal person, including any individual, corporation, company, estate,
      partnership, joint venture, association, joint stock company, limited liability
      company, trust, unincorporated association, government or any agency or
      political subdivision thereof, or any other entity of whatever
      nature.

     

    
      
        
        

      

      
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    “Place
      of Payment” means, with respect to the Securities, the Corporate Trust
      Office of the Trustee.

     

    “Preferred
      Securities” has the meaning specified in the first recital of this
      Indenture.

     

    “Predecessor
      Security” of any particular Security means every previous Security
      evidencing all or a portion of the same debt as that evidenced by such
      particular Security. For the purposes of this definition, any security
      authenticated and delivered under Section 3.6 in lieu of a mutilated,
      destroyed, lost or stolen Security shall be deemed to evidence the same debt
      as
      the mutilated, destroyed, lost or stolen Security.

     

    “Proceeding”
      has the meaning specified in Section 12.2.

     

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

     

    “Purchase
      Agreement” means the Purchase Agreement, dated as of August 22, 2007,
      executed and delivered by the Trust, the Company and the Purchaser.

     

    “Purchaser”
      means Trapeza CDO XIII, Ltd., as purchaser of the Preferred Securities pursuant
      to the Purchase Agreement.

     

    “Redemption
      Date” means, when used with respect to any Security to be redeemed, the
      date fixed for such redemption by or pursuant to this Indenture.

     

    “Redemption
      Price” means, when used with respect to any Security to be redeemed, in
      whole or in part, the price at which such Security or portion thereof is to
      be
      redeemed as fixed by or pursuant to this Indenture.

     

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

     

    “Regular
      Record Date” for the interest payable on any Interest Payment Date with
      respect to the Securities means the date that is fifteen (15) days preceding
      such Interest Payment Date (whether or not a Business Day).

     

    “Responsible
      Officer” means, with respect to the Trustee, any Senior Vice President, any
      Vice President, any Assistant Vice President, the Secretary, any Assistant
      Secretary, the Treasurer, any Assistant Treasurer, any Financial Services
      Officer or Assistant Financial Services Officer, or any other officer in the
      Corporate Trust Office of the Trustee  with direct responsibility for
      the administration of this Indenture and also means, with respect to a
      particular corporate trust matter, any other officer to whom such matter is
      referred because of that officer’s knowledge of and familiarity with the
      particular subject.

     

    “Rights
      Plan” means a plan of the Company providing for the issuance by the Company
      to all holders of its Equity Interests of rights entitling the holders thereof
      to subscribe for or purchase Equity Interests of the Company which rights (i)
      are deemed to be transferred with such

     

     

    
      
        
        

      

      
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     Equity
      Interests and (ii) are also issued in respect of future issuances of such Equity
      Interests, in each case until the occurrence of a specified event or
      events.

     

    “Securities”
      or “Security” means any debt securities or debt security, as the case
      may be, authenticated and delivered under this Indenture.

     

    “Securities
      Act” means the Securities Act of 1933 or any successor statute thereto, in
      each case as amended from time to time.

     

    “Securities
      Register” and “Securities Registrar” have the respective meanings
      specified in Section 3.5.

     

    “Senior
      Debt” means the principal of and any premium and interest on (including
      interest accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Company, whether or not such claim for
      post-petition interest is allowed in such proceeding) all Debt of the Company,
      whether incurred on or prior to the date of this Indenture or thereafter
      incurred, unless it is provided in the instrument creating or evidencing the
      same or pursuant to which the same is outstanding that such obligations are
      not
      superior in right of payment to the Securities; provided, however, that
      if the Company is subject to the regulation and supervision of an "appropriate
      Federal banking agency" within the meaning of 12 U.S.C. 1813(q), the Company
      shall have received the approval of such appropriate Federal banking agency
      prior to issuing any such obligation if not otherwise generally approved;
provided further, that Senior Debt shall not include any other debt
      securities, and guarantees in respect of such debt securities, issued to any
      trust other than the Trust (or a trustee of such trust), partnership or other
      entity affiliated with the Company that is a financing vehicle of the Company
      (a
“financing entity”), in connection with the issuance by such financing entity of
      equity securities or other securities that are treated as equity capital for
      regulatory capital purposes guaranteed by the Company pursuant to an instrument
      that ranks pari passu with or junior in right of payment to the Securities,
      including, without limitation, the debt securities of the Company issued under
      the Indentures, dated February 22, 2001, between the Company and USBank, as
      trustee, March 26, 2004, between the Company and Bank of NY, as trustee, and
      September 28, 2005, between the Company and Wilmington Trust Company, as
      trustee.

     

    “Special
      Event” means the occurrence of a Capital Disqualification Event, an
      Investment Company Event or a Tax Event.

     

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

     

    “Special
      Record Date” for the payment of any Defaulted Interest means a date fixed
      by the Trustee pursuant to Section 3.1.

     

    “Stated
      Maturity” means October 30, 2037.

     

    “Subsidiary”
      means a Person more than fifty percent (50%) of the outstanding voting stock
      or
      other voting interests of which is owned, directly or indirectly, by the Company
      or by one or more other Subsidiaries, or by the Company and one or more other
      Subsidiaries. For purposes of this definition, “voting stock” means stock that
      ordinarily has voting power for the 

     

    
      
        
        

      

      
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    election
      of directors, whether at all times or only so long as no senior class of stock
      has such voting power by reason of any contingency.

     

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

     

    “Trust”
      has the meaning specified in the first recital of this Indenture.

     

    “Trust
      Agreement” means the Amended and Restated Trust Agreement executed and
      delivered by the Company, the Property Trustee, the Delaware Trustee and the
      Administrative Trustees named therein, contemporaneously with the execution
      and
      delivery of this Indenture, for the benefit of the holders of the Trust
      Securities, as amended or supplemented from time to time.

     

    “Trustee”
      means the Person named as the “Trustee” in the first paragraph of this
      instrument, solely in its capacity as such and not in its individual capacity,
      until a successor Trustee shall have become such pursuant to the applicable
      provisions of this Indenture, and, thereafter, “Trustee” shall mean or
      include each Person who is then a Trustee hereunder.

     

    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended and as in
      effect on the date as of this Indenture.

     

    “Trust
      Securities” has the meaning specified in the first recital of this
      Indenture.

     

    SECTION
      1.2.  Compliance
      Certificate and Opinions.

     

    (a)  Upon
      any
      application or request by the Company to the Trustee to take any action under
      any provision of this Indenture, the Company shall furnish to the Trustee an
      Officers’ Certificate stating that all conditions precedent (including covenants
      compliance with which constitutes a condition precedent), if any, provided
      for
      in this Indenture relating to the proposed action have been complied with and
      an
      Opinion of Counsel stating that in the opinion of such counsel all such
      conditions precedent (including covenants compliance with which constitutes
      a

     

     

    
      
        
        

      

      
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     condition
      precedent), if any, have been complied with, except that, in the case of any
      such application or request as to which the furnishing of such documents is
      specifically required by any provision of this Indenture relating to such
      particular application or request, no additional certificate or opinion need
      be
      furnished.

     

    (b)  Every
      certificate or opinion delivered to the Trustee with respect to compliance
      with
      a condition or covenant provided for in this Indenture (other than the
      certificate provided pursuant to Section 10.3) shall
      include:

     

    (i)  a
      statement by each individual signing such certificate or opinion that such
      individual has read such covenant or condition and the definitions herein
      relating thereto;

     

    (ii)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions of such individual contained in such
      certificate or opinion are based;

     

    (iii)  a
      statement that, in the opinion of such individual, he or she has made such
      examination or investigation as is necessary to enable him or her to express
      an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

     

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

     

    SECTION
      1.3.  Forms
      of Documents Delivered to Trustee.

     

    (a)  In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    (b)  Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or after reasonable inquiry should
      know,
      that the certificate or opinion or representations with respect to matters
      upon
      which his or her certificate or opinion is based are erroneous. Any such
      certificate or Opinion of Counsel may be based, insofar as it relates to factual
      matters, upon a certificate or opinion of, or representations by, an officer
      or
      officers of the Company stating that the information with respect to such
      factual matters is in the possession of the Company, unless such counsel knows,
      or after reasonable inquiry should know, that the certificate or opinion or
      representations with respect to such matters are erroneous.

     

    (c)  Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    (d)  Whenever,
      subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
      

     

    
      
        
        

      

      
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    typographical
      or other inadvertent or unintentional error or omission shall be discovered
      therein, a new document or instrument may be substituted therefor in corrected
      form with the same force and effect as if originally received in the corrected
      form and, irrespective of the date or dates of the actual execution and/or
      delivery thereof, such substitute document or instrument shall be deemed to
      have
      been executed and/or delivered as of the date or dates required with respect
      to
      the document or instrument for which it is substituted.  Without
      limiting the generality of the foregoing, any Securities issued under the
      authority of such defective document or instrument shall nevertheless be the
      valid obligations of the Company entitled to the benefits of this Indenture
      equally and ratably with all other Outstanding Securities.

     

    SECTION
      1.4.  Acts
      of Holders.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent thereof duly appointed
      in
      writing; and, except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments (including any appointment
      of an agent) is or are delivered to the Trustee, and, where it is hereby
      expressly required, to the Company. Such instrument or instruments (and the
      action embodied therein and evidenced thereby) are herein sometimes referred
      to
      as the “Act” of the Holders signing such instrument or instruments.
      Proof of execution of any such instrument or of a writing appointing any such
      agent shall be sufficient for any purpose of this Indenture and conclusive
      in
      favor of the Trustee and the Company, if made in the manner provided in this
      Section 1.4.

     

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

     

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

     

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

     

    (e)  Without
      limiting the foregoing, a Holder entitled to take any action hereunder with
      regard to any particular Security may do so with regard to all or any part
      of
      the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount.

     

    
      
        
        

      

      
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    (f)  Except
      as
      set forth in paragraph (g) of this Section 1.4, the Company may set any
      day as a record date for the purpose of determining the Holders of Outstanding
      Securities entitled to give, make or take any request, demand, authorization,
      direction, notice, consent, waiver or other action provided or permitted by
      this
      Indenture to be given, made or taken by Holders of Securities. If any record
      date is set pursuant to this paragraph, the Holders of Outstanding Securities
      on
      such record date, and no other Holders, shall be entitled to take the relevant
      action, whether or not such Holders remain Holders after such record date;
      provided, that no such action shall be effective hereunder unless taken
      on or prior to the applicable Expiration Date (as defined below) by Holders
      of
      the requisite principal amount of Outstanding Securities on such record
      date.  Nothing in this paragraph shall be construed to prevent the
      Company from setting a new record date for any action for which a record date
      has previously been set pursuant to this paragraph (whereupon the record date
      previously set shall automatically and with no action by any Person be canceled
      and of no effect).  Promptly after any record date is set pursuant to
      this paragraph, the Company, at its own expense, shall cause notice of such
      record date, the proposed action by Holders and the applicable Expiration Date
      to be given to the Trustee in writing and to each Holder of Securities in the
      manner set forth in Section 1.6.

     

    (g)  The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities entitled to join in the giving or making
      of
      (i) any Notice of Default, (ii) any declaration of acceleration or rescission
      or
      annulment thereof referred to in Section 5.2, (iii) any request to
      institute proceedings referred to in Section 5.7(b) or (iv) any direction
      referred to in Section 5.12. If any record date is set pursuant to this
      paragraph, the Holders of Outstanding Securities on such record date, and no
      other Holders, shall be entitled to join in such notice, declaration, request
      or
      direction, whether or not such Holders remain Holders after such record date;
      provided, that no such action shall be effective hereunder unless taken
      on or prior to the applicable Expiration Date by Holders of the requisite
      principal amount of Outstanding Securities on such record date. Nothing in
      this
      paragraph shall be construed to prevent the Trustee from setting a new record
      date for any action for which a record date has previously been set pursuant
      to
      this paragraph (whereupon the record date previously set shall automatically
      and
      with no action by any Person be canceled and of no effect).  Promptly
      after any record date is set pursuant to this paragraph, the Trustee, at the
      Company’s expense, shall cause notice of such record date, the proposed action
      by Holders and the applicable Expiration Date to be given to the Company in
      writing and to each Holder of Securities in the manner set forth in Section
      1.6.

     

    (h)  With
      respect to any record date set pursuant to paragraph (f) or (g) of this
Section 1.4, the party hereto that sets such record date may designate
      any day as the “Expiration Date” and from time to time may change the
      Expiration Date to any earlier or later day; provided, that no such
      change shall be effective unless notice of the proposed new Expiration Date
      is
      given to the other party hereto in writing, and to each Holder of Securities
      in
      the manner set forth in Section 1.6, on or prior to the existing
      Expiration Date. If an Expiration Date is not designated with respect to any
      record date set pursuant to this Section 1.4, the party hereto that set
      such record date shall be deemed to have initially designated the ninetieth
      (90th) day
      after such record date as the Expiration Date with respect thereto, subject
      to
      its right to change the Expiration Date as provided in this paragraph.
      Notwithstanding the foregoing, no Expiration Date shall be later than the one
      hundred and eightieth (180th) day after
      the
      applicable record date.

     

    
      
        
        

      

      
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    SECTION
      1.5.  Notices,
      Etc.

     

    Any
      request, demand, authorization, direction, notice, consent, waiver, Act of
      Holders, or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with:

     

    (a)  the
      Trustee by any Holder, any holder of Preferred Securities or the Company shall
      be sufficient for every purpose hereunder if made, given, furnished or filed
      in
      writing to or with the Trustee at its Corporate Trust Office,

     

    (b)  the
      Company by the Trustee, any Holder or any holder of Preferred Securities shall
      be sufficient for every purpose hereunder if in writing and mailed, first class,
      postage prepaid, to the Company addressed to it at 483 Main St., Harleysville,
      PA  19438, Attn: Chief Financial Officer, or at any other address
      previously furnished in writing to the Trustee by the Company, or

     

    (c)  the
      Purchaser by the Trustee, the Company, any Holder or any holder or beneficial
      owner of the Preferred Securities shall be sufficient for every purpose
      hereunder if in writing and mailed, first-class, postage prepaid, to the
      Purchaser at: c/o Maples Finance Limited, P.O. Box 1093 GT, Queensgate House,
      South Church Street, George Town, Grand Cayman, Cayman Islands, or any other
      address previously furnished by the Purchaser.

     

    SECTION
      1.6.  Notice
      to Holders; Waiver.

     

    Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first class, postage prepaid, to each Holder affected by such event
      to the address of such Holder as it appears in the Securities Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. If, by reason of the suspension of or
      irregularities in regular mail service or for any other reason, it shall be
      impossible or impracticable to mail notice of any event to Holders when said
      notice is required to be given pursuant to any provision of this Indenture,
      then
      any manner of giving such notice as shall be satisfactory to the Trustee shall
      be deemed to be a sufficient giving of such notice. In any case where notice
      to
      Holders is given by mail, neither the failure to mail such notice, nor any
      defect in any notice so mailed, to any particular Holder shall affect the
      sufficiency of such notice with respect to other Holders. Where this Indenture
      provides for notice in any manner, such notice may be waived in writing by
      the
      Person entitled to receive such notice, either before or after the event, and
      such waiver shall be the equivalent of such notice. Waivers of notice by Holders
      shall be filed with the Trustee, but such filing shall not be a condition
      precedent to the validity of any action taken in reliance upon such
      waiver.

     

    SECTION
      1.7.  Effect
      of Headings and Table of Contents.

     

    The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction of this
      Indenture.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    SECTION
      1.8.  Successors
      and Assigns.

     

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

     

    SECTION
      1.9.  Separability
      Clause.

     

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

     

    SECTION
      1.10.  Benefits
      of Indenture.

     

    Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors and assigns, the
      holders of Senior Debt, the Holders of the Securities and, to the extent
      expressly provided in Sections 5.2, 5.8, 5.9, 5.11,
5.13, 9.2 and 10.7, the holders of Preferred
      Securities,
      any benefit or any legal or equitable right, remedy or claim under this
      Indenture.

     

    SECTION
      1.11.  Governing
      Law.

     

    This
      Indenture and the rights and obligations of each of the Holders, the Company
      and
      the Trustee shall be construed and enforced in accordance with and governed
      by
      the laws of the State of New York without reference to its conflict of laws
      provisions (other than Section 5-1401 of the General Obligations
      Law).

     

    SECTION
      1.12.  Submission
      to Jurisdiction.

     

    ANY
      LEGAL
      ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
      ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF
      THE
      STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
      OF
      AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
      BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY
      ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS
      THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
      INDENTURE.

     

    SECTION
      1.13.  Non-Business
      Days.

     

    If
      any
      Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
      not be a Business Day, then (notwithstanding any other provision of this
      Indenture or the Securities) payment of interest, premium, if any, or principal
      or other amounts in respect of such 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    Security
      shall not be made on such date, but shall be made on the next succeeding
      Business Day (and no interest shall accrue in respect of the amounts whose
      payment is so delayed for the period from and after such Interest Payment Date,
      Redemption Date or Stated Maturity, as the case may be, until such next
      succeeding Business Day) except that, if such Business Day falls in the next
      succeeding calendar year, such payment shall be made on the immediately
      preceding Business Day, in each case with the same force and effect as if made
      on the Interest Payment Date or Redemption Date or at the Stated
      Maturity.

     

    ARTICLE
      II

     

    Security
      Forms

     

    SECTION
      2.1.  Form
      of Security.

     

    Any
      Security issued hereunder shall be in substantially the form attached hereto
      as
Exhibit A.

     

    SECTION
      2.2.  Restricted
      Legend.

     

    (a)           Any
      Security issued hereunder shall bear a legend in substantially the form
      contained in Exhibit A attached hereto.

     

    (b)           Such
      legend shall not be removed from any Security unless there is delivered to
      the
      Company satisfactory evidence, which may include an Opinion of Counsel, as
      may
      be reasonably required to ensure that any future transfers thereof may be made
      without restriction under or violation of the provisions of the Securities
      Act
      and other applicable law.  Upon provision of such satisfactory
      evidence, the Company shall execute and deliver to the Trustee, and the Trustee
      shall deliver, at the written direction of the Company, a Security that does
      not
      bear the legend.

     

    SECTION
      2.3.  Form
      of Trustee’s Certificate of Authentication.

     

    The
      Trustee’s certificate of authentication shall be in substantially the form
      contained in  Exhibit A attached hereto.

     

    SECTION
      2.4.  Temporary
      Securities.

     

    (a)  Pending
      the preparation of definitive Securities, the Company may execute, and upon
      Company Order the Trustee shall authenticate and deliver, temporary Securities
      that are printed, lithographed, typewritten, mimeographed or otherwise produced,
      in any denomination, substantially of the tenor of the definitive Securities
      in
      lieu of which they are issued and with such appropriate insertions, omissions,
      substitutions and other variations as the officers executing such Securities
      may
      determine, as evidenced by their execution of such Securities.

     

    (b)  If
      temporary Securities are issued, the Company will cause definitive Securities
      to
      be prepared without unreasonable delay. After the preparation of definitive
      Securities, the temporary Securities shall be exchangeable for definitive
      Securities upon surrender of the temporary Securities at the office or agency
      of
      the Company designated for that purpose without 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    charge
      to
      the Holder. Upon surrender for cancellation of any one or more temporary
      Securities, the Company shall execute and the Trustee shall authenticate and
      deliver in exchange therefor one or more definitive Securities of any authorized
      denominations having the same Original Issue Date and Stated Maturity and having
      the same terms as such temporary Securities. Until so exchanged, the temporary
      Securities shall in all respects be entitled to the same benefits under this
      Indenture as definitive Securities.

     

    SECTION
      2.5.  Definitive
      Securities.

     

    The
      Securities issued on the Original Issue Date shall be in definitive
      form.  The definitive Securities shall be printed, lithographed or
      engraved, or produced by any combination of these methods, if required by any
      securities exchange on which the Securities may be listed, on a steel engraved
      border or steel engraved borders or may be produced in any other manner
      permitted by the rules of any securities exchange on which the Securities may
      be
      listed, all as determined by the officers executing such Securities, as
      evidenced by their execution of such Securities.

     

    ARTICLE
      III

     

    The
      Securities

     

    SECTION
      3.1.  Payment
      of Principal and Interest.

     

    (a)  The
      unpaid principal amount of the Securities shall bear interest at a fixed rate
      per annum equal to 6.35% through the Interest Payment Date in October 2012,
      and
      a variable rate per annum, reset quarterly, equal to LIBOR plus 1.28%
      thereafter, such interest to accrue from the Original Issue Date or from the
      most recent Interest Payment Date to which interest has been paid or duly
      provided for, and any overdue principal, premium or Additional Tax Sums and
      any
      overdue installment of interest shall bear Additional Interest (to the extent
      payment of such interest would be legally enforceable) at a fixed rate per
      annum
      equal to 6.35% through the Interest Payment Date in October 2012, and a variable
      rate per annum, reset quarterly, equal to LIBOR plus 1.28% thereafter,
      compounded quarterly, from the dates such amounts are due until they are paid
      or
      funds for the payment thereof are made available for payment.

     

    (b)  Interest
      and Additional Interest on any Security that is payable, and is punctually
      paid
      or duly provided for, on any Interest Payment Date shall be paid to the Person
      in whose name that Security (or one or more Predecessor Securities) is
      registered at the close of business on the Regular Record Date for such
      interest, except that interest and any Additional Interest payable on the Stated
      Maturity (or any date of principal repayment upon early maturity) of the
      principal of a Security or on a Redemption Date shall be paid to the Person
      to
      whom principal is paid. The initial payment of interest on any Security that
      is
      issued between a Regular Record Date and the related Interest Payment Date
      shall
      be payable as provided in such Security.

     

    (c)  Any
      interest on any Security that is due and payable, but is not timely paid or
      duly
      provided for, on any Interest Payment Date for Securities (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the
      registered Holder on the relevant Regular Record Date

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     by
      virtue of having been such Holder, and such Defaulted Interest may be paid
      by
      the Company, at its election in each case, as provided in paragraph (i) or
      (ii)
      below:

     

    (i)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities (or their respective Predecessor Securities) are
      registered at the close of business on a special record date for the payment
      of
      such Defaulted Interest (a “Special Record Date”), which shall be fixed
      in the following manner.  At least thirty (30) days prior to the date
      of the proposed payment, the Company shall notify the Trustee in writing of
      the
      amount of Defaulted Interest proposed to be paid on each Security and the date
      of the proposed payment, and at the same time the Company shall deposit with
      the
      Trustee an amount of money equal to the aggregate amount proposed to be paid
      in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to
      the Trustee for such deposit prior to the date of the proposed payment, such
      money when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest. Thereupon the Trustee shall fix a Special Record
      Date for the payment of such Defaulted Interest, which shall be not more than
      fifteen (15) days and not less than ten (10) days prior to the date of the
      proposed payment and not less than ten (10) days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly notify
      the Company of such Special Record Date and, in the name and at the expense
      of
      the Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be mailed, first class, postage
      prepaid, to each Holder of a Security at the address of such Holder as it
      appears in the Securities Register not less than ten (10) days prior to such
      Special Record Date.  Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the Securities
      (or their respective Predecessor Securities) are registered on such Special
      Record Date; or

     

    (ii)  The
      Company may make payment of any Defaulted Interest in any other lawful manner
      not inconsistent with the requirements of any securities exchange or automated
      quotation system on which the Securities may be listed, traded or quoted and,
      upon such notice as may be required by such exchange or automated quotation
      system (or by the Trustee if the Securities are not listed), if, after notice
      given by the Company to the Trustee of the proposed payment pursuant to this
      clause, such payment shall be deemed practicable by the Trustee.

     

    (d)  Payments
      of interest on the Securities shall include interest accrued to but excluding
      the respective Interest Payment Dates. The amount of interest payable for any
      interest period shall be computed and paid on the basis of a 360-day year and
      the actual number of days elapsed in the relevant interest period.

     

    (e)  Payment
      of principal of, premium, if any, and interest on the Securities shall be made
      in such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public and private
      debts.  Payments of principal, premium, if any, and interest due at
      the Maturity of such Securities shall be made at the Place of Payment upon
      surrender of such Securities to the Paying Agent and payments of interest shall
      be made, subject to such surrender where applicable, by wire transfer at such
      place and to such account at a 

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    banking
      institution in the United States as may be designated in writing to the Paying
      Agent at least ten (10) Business Days prior to the date for payment by the
      Person entitled thereto unless proper written wire transfer instructions have
      not been received by the relevant record date, in which case such payments
      shall
      be made by check mailed to the address of such Person as such address shall
      appear in the Security Register.  Notwithstanding the foregoing, so
      long as the holder of the Security is the Property Trustee, the payment of
      the
      principal of (and premium if any) and interest (including any overdue
      installment of interest and Additional Tax Sums, if any) on the Security will
      be
      made at such place and to such account as may be designated by the Property
      Trustee.

     

    (f)  Subject
      to the foregoing provisions of this Section 3.1, each Security delivered
      under this Indenture upon transfer of or in exchange for or in lieu of any
      other
      Security shall carry the rights to interest accrued and unpaid, and to accrue,
      that were carried by such other Security.

     

    SECTION
      3.2.  Denominations.

     

    The
      Securities shall be in registered form without coupons and shall be issuable
      in
      minimum denominations of $100,000 and any integral multiple of $1,000 in excess
      thereof.

     

    SECTION
      3.3.  Execution,
      Authentication, Delivery and Dating.

     

    (a)  At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities in an aggregate principal amount (including
      all then Outstanding Securities) not in excess of $23,196,000 executed by the
      Company to the Trustee for authentication, together with a Company Order for
      the
      authentication and delivery of such Securities, and the Trustee in accordance
      with the Company Order shall authenticate and deliver such Securities. In
      authenticating such Securities, and accepting the additional responsibilities
      under this Indenture in relation to such Securities, the Trustee shall be
      entitled to receive, and shall be fully protected in relying upon:

     

    (i)  a
      copy of
      any Board Resolution relating thereto; and

     

    (ii)  an
      Opinion of Counsel stating that (1) such Securities, when authenticated and
      delivered by the Trustee and issued by the Company in the manner and subject
      to
      any conditions specified in such Opinion of Counsel, will constitute valid
      and
      legally binding obligations of the Company, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles; (2) the Securities have been duly authorized and executed by the
      Company and have been delivered to the Trustee for authentication in accordance
      with this Indenture; and (3) the Securities are not required to be registered
      under the Securities Act.

     

    (b)  The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Vice Chairman of the Board, its Chief Executive Officer, its
      President or one of its Vice Presidents. The signature of any of these officers
      on the Securities may be manual or facsimile.  Securities bearing the
      manual or facsimile signatures of individuals who were at any time the proper
      officers of the Company shall bind the Company, notwithstanding that such


     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    individuals
      or any of them have ceased to hold such offices prior to the authentication
      and
      delivery of such Securities or did not hold such offices at the date of such
      Securities.

     

    (c)  No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose, unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by the manual signature of one of its authorized officers, and such
      certificate upon any Security shall be conclusive evidence, and the only
      evidence, that such Security has been duly authenticated and delivered
      hereunder. Notwithstanding the foregoing, if any Security shall have been
      authenticated and delivered hereunder but never issued and sold by the Company,
      and the Company shall deliver such Security to the Trustee for cancellation
      as
      provided in Section 3.8, for all purposes of this Indenture such Security
      shall be deemed never to have been authenticated and delivered hereunder and
      shall never be entitled to the benefits of this Indenture.

     

    (d)  Each
      Security shall be dated the date of its authentication.

     

    SECTION
      3.4.  Global
      Securities.

     

    (a)  Upon
      the
      election of the Holder after the Original Issue Date, which election need not
      be
      in writing, the Securities owned by such Holder shall be issued in the form
      of
      one or more Global Securities registered in the name of the Depositary or its
      nominee. Each Global Security issued under this Indenture shall be registered
      in
      the name of the Depositary designated by the Company for such Global Security
      or
      a nominee thereof and delivered to such Depositary or a nominee thereof or
      custodian therefor, and each such Global Security shall constitute a single
      Security for all purposes of this Indenture.

     

    (b)  Notwithstanding
      any other provision in this Indenture, no Global Security may be exchanged
      in
      whole or in part for registered Securities, and no transfer of a Global Security
      in whole or in part may be registered, in the name of any Person other than
      the
      Depositary for such Global Security or a nominee thereof unless (i) such
      Depositary advises the Trustee and the Company in writing that such Depositary
      is no longer willing or able to properly discharge its responsibilities as
      Depositary with respect to such Global Security, and no qualified successor
      is
      appointed by the Company within ninety (90) days of receipt by the Company
      of
      such notice, (ii) such Depositary ceases to be a clearing agency registered
      under the Exchange Act and no successor is appointed by the Company within
      ninety (90) days after obtaining knowledge of such event, (iii) the Company
      executes and delivers to the Trustee a Company Order stating that the Company
      elects to terminate the book-entry system through the Depositary or (iv) an
      Event of Default shall have occurred and be continuing.  Upon the
      occurrence of any event specified in clause (i), (ii), (iii) or (iv) above,
      the
      Trustee shall notify the Depositary and instruct the Depositary to notify all
      owners of beneficial interests in such Global Security of the occurrence of
      such
      event and of the availability of Securities to such owners of beneficial
      interests requesting the same.  Upon the issuance of such Securities
      and the registration in the Securities Register of such Securities in the names
      of the Holders of the beneficial interests therein, the Trustees shall recognize
      such holders of beneficial interests as Holders.

     

    (c)  If
      any
      Global Security is to be exchanged for other Securities or canceled in part,
      or
      if another Security is to be exchanged in whole or in part for a beneficial
      interest in any 

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    Global
      Security, then either (i) such Global Security shall be so surrendered for
      exchange or cancellation as provided in this Article III or (ii) the
      principal amount thereof shall be reduced or increased by an amount equal to
      the
      portion thereof to be so exchanged or canceled, or equal to the principal amount
      of such other Security to be so exchanged for a beneficial interest therein,
      as
      the case may be, by means of an appropriate adjustment made on the records
      of
      the Securities Registrar, whereupon the Trustee, in accordance with the
      Applicable Depositary Procedures, shall instruct the Depositary or its
      authorized representative to make a corresponding adjustment to its records.
      Upon any such surrender or adjustment of a Global Security by the Depositary,
      accompanied by registration instructions, the Company shall execute and the
      Trustee shall authenticate and deliver any Securities issuable in exchange
      for
      such Global Security (or any portion thereof) in accordance with the
      instructions of the Depositary. The Trustee shall not be liable for any delay
      in
      delivery of such instructions and may conclusively rely on, and shall be fully
      protected in relying on, such instructions.

     

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

     

    (e)  Securities
      distributed to holders of Book-Entry Preferred Securities (as defined in the
      Trust Agreement) upon the dissolution of the Trust shall be distributed in
      the
      form of one or more Global Securities registered in the name of a Depositary
      or
      its nominee, and deposited with the Securities Registrar, as custodian for such
      Depositary, or with such Depositary, for credit by the Depositary to the
      respective accounts of the beneficial owners of the Securities represented
      thereby (or such other accounts as they may direct).  Securities
      distributed to holders of Preferred Securities other than Book-Entry Preferred
      Securities upon the dissolution of the Trust shall not be issued in the form
      of
      a Global Security or any other form intended to facilitate book-entry trading
      in
      beneficial interests in such Securities.

     

    (f)  The
      Depositary or its nominee, as the registered owner of a Global Security, shall
      be the Holder of such Global Security for all purposes under this Indenture
      and
      the Securities, and owners of beneficial interests in a Global Security shall
      hold such interests pursuant to the Applicable Depositary Procedures.
      Accordingly, any such owner’s beneficial interest in a Global Security shall be
      shown only on, and the transfer of such interest shall be effected only through,
      records maintained by the Depositary or its nominee or its Depositary
      Participants.  The Securities Registrar and the Trustee shall be
      entitled to deal with the Depositary for all purposes of this Indenture relating
      to a Global Security (including the payment of principal and interest thereon
      and the giving of instructions or directions by owners of beneficial interests
      therein and the giving of notices) as the sole Holder of the Security and shall
      have no obligations to the owners of beneficial interests
      therein.  Neither the Trustee nor the Securities Registrar shall have
      any liability in respect of any transfers effected by the
      Depositary.

     

    (g)  The
      rights of owners of beneficial interests in a Global Security shall be exercised
      only through the Depositary and shall be limited to those established by law
      and
      agreements between such owners and the Depositary and/or its Depositary
      Participants.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    (h)  No
      holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depositary shall have any rights under this Indenture with respect to such
      Global Security, and such Depositary may be treated by the Company, the Trustee
      and any agent of the Company or the Trustee as the owner of such Global Security
      for all purposes whatsoever.  None of the Company, the Trustee nor any
      agent of the Company or the Trustee will have any responsibility or liability
      for any aspect of the records relating to or payments made on account of
      beneficial ownership interests of a Global Security or maintaining, supervising
      or reviewing any records relating to such beneficial ownership interests.
      Notwithstanding the foregoing, nothing herein shall prevent the Company, the
      Trustee or any agent of the Company or the Trustee from giving effect to any
      written certification, proxy or other authorization furnished by a Depositary
      or
      impair, as between a Depositary and such holders of beneficial interests, the
      operation of customary practices governing the exercise of the rights of the
      Depositary (or its nominee) as Holder of any Security.

     

    SECTION
      3.5.  Registration,
      Transfer and Exchange Generally.

     

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

     

    (b)  Subject
      to compliance with Section 2.2(b), upon surrender for registration of
      transfer of any Security at the offices or agencies of the Company designated
      for that purpose the Company shall execute, and the Trustee shall authenticate
      and deliver, in the name of the designated transferee or transferees, one or
      more new Securities of any authorized denominations of like tenor and aggregate
      principal amount.

     

    (c)  At
      the
      option of the Holder, Securities may be exchanged for other Securities of any
      authorized denominations, of like tenor and aggregate principal amount, upon
      surrender of the Securities to be exchanged at such office or agency. Whenever
      any Securities are so surrendered for exchange, the Company shall execute,
      and
      upon receipt thereof the Trustee shall authenticate and deliver, the Securities
      that the Holder making the exchange is entitled to receive.

     

    (d)  All
      Securities issued upon any transfer or exchange of Securities shall be the
      valid
      obligations of the Company, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Securities surrendered upon such transfer
      or exchange.

     

    (e)  Every
      Security presented or surrendered for transfer or exchange shall (if so required
      by the Company or the Trustee) be duly endorsed, or be accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Securities
      Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
      authorized in writing.

     

    (f)  No
      service charge shall be made to a Holder for any transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     governmental
      charge that may be imposed in connection with any transfer or exchange of
      Securities.

     

    (g)  Neither
      the Company nor the Trustee shall be required pursuant to the provisions of
      this
Section 3.5 (i) to issue, register the transfer of or exchange any
      Security during a period beginning at the opening of business fifteen (15)
      days
      before the day of selection for redemption of Securities pursuant to Article
      XI and ending at the close of business on the day of mailing of the notice
      of redemption or (ii) to register the transfer of or exchange any Security
      so
      selected for redemption in whole or in part, except, in the case of any such
      Security to be redeemed in part, any portion thereof not to be
      redeemed.

     

    (h)  The
      Company shall designate an office or offices or agency or agencies where
      Securities may be surrendered for registration or transfer or
      exchange.  The Company initially designates the Corporate Trust Office
      as its office and agency for such purposes.  The Company shall give
      prompt written notice to the Trustee and to the Holders of any change in the
      location of any such office or agency.

     

    SECTION
      3.6.  Mutilated,
      Destroyed, Lost and Stolen Securities.

     

    (a)  If
      any
      mutilated Security is surrendered to the Trustee together with such security
      or
      indemnity as may be required by the Company or the Trustee to save each of
      them
      harmless, the Company shall execute and upon receipt thereof the Trustee shall
      authenticate and deliver in exchange therefor a new Security of like tenor
      and
      aggregate principal amount and bearing a number not contemporaneously
      outstanding.

     

    (b)  If
      there
      shall be delivered to the Company and to the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them harmless,
      then, in the absence of notice to the Company or the Trustee that such Security
      has been acquired by a bona fide purchaser, the Company shall execute
      and upon its written request the Trustee shall authenticate and deliver, in
      lieu
      of any such destroyed, lost or stolen Security, a new Security of like tenor
      and
      aggregate principal amount as such destroyed, lost or stolen Security, and
      bearing a number not contemporaneously outstanding.

     

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

     

    (d)  Upon
      the
      issuance of any new Security under this Section 3.6, the Company may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Trustee) connected therewith.

     

    (e)  Every
      new
      Security issued pursuant to this Section 3.6 in lieu of any mutilated,
      destroyed, lost or stolen Security shall constitute an original additional
      contractual obligation of the Company, whether or not the mutilated, destroyed,
      lost or stolen Security shall be at any time enforceable by anyone, and shall
      be
      entitled to all the benefits of this Indenture equally and proportionately
      with
      any and all other Securities duly issued hereunder.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    (f)  The
      provisions of this Section 3.6 are exclusive and shall preclude (to the
      extent lawful) all other rights and remedies with respect to the replacement
      or
      payment of mutilated, destroyed, lost or stolen Securities.

     

    SECTION
      3.7.  Persons
      Deemed Owners.

     

    The
      Company, the Trustee and any agent of the Company or the Trustee shall treat
      the
      Person in whose name any Security is registered as the owner of such Security
      for the purpose of receiving payment of principal of and any interest on such
      Security and for all other purposes whatsoever, and neither the Company, the
      Trustee nor any agent of the Company or the Trustee shall be affected by notice
      to the contrary.

     

    SECTION
      3.8.  Cancellation.

     

    All
      Securities surrendered for payment, redemption, transfer or exchange shall,
      if
      surrendered to any Person other than the Trustee, be delivered to the Trustee,
      and any such Securities and Securities surrendered directly to the Trustee
      for
      any such purpose shall be promptly canceled by it. The Company may at any time
      deliver to the Trustee for cancellation any Securities previously authenticated
      and delivered hereunder that the Company may have acquired in any manner
      whatsoever, and all Securities so delivered shall be promptly canceled by the
      Trustee. No Securities shall be authenticated in lieu of or in exchange for
      any
      Securities canceled as provided in this Section 3.8, except as expressly
      permitted by this Indenture. All canceled Securities shall be disposed of by
      the
      Trustee in accordance with its customary practices and the Trustee shall deliver
      to the Company a certificate of such disposition.

     

    SECTION
      3.9.  Deferrals
      of Interest Payment Dates.

     

    (a)  So
      long
      as no Event of Default pursuant to Sections 5.1(c), (e),
(f), (g) or (h) has occurred and is continuing, the
      Company
      shall have the right, at any time and from time to time during the term of
      the
      Security, to defer the payment of interest on the Securities for a period of
      up
      to twenty (20) consecutive quarterly interest payment periods (each such period,
      an “Extension Period”), during which Extension Period(s), no interest
      on the Securities shall be due and payable (except any Additional Tax Sums
      that
      otherwise may be due and payable).  No Extension Period shall end on a
      date other than an Interest Payment Date and no Extension Period shall extend
      beyond the Stated Maturity of the principal of the Securities.  No
      interest shall be due and payable during an Extension Period, except at the
      end
      thereof, but each installment of interest that would otherwise have been due
      and
      payable during such Extension Period shall bear Additional Interest (to the
      extent payment of such interest would be legally enforceable) at a fixed rate
      per annum equal to 6.35% through the Interest Payment Date in October 2012,
      and
      a variable rate per annum, reset quarterly, equal to LIBOR plus 1.28%
      thereafter, compounded quarterly, from the dates on which amounts would have
      otherwise been due and payable until paid or until funds for the payment thereof
      have been made available for payment.  At the end of any such
      Extension Period, the Company shall pay all interest then accrued and unpaid
      on
      the Securities together with such Additional Interest.  Prior to the
      termination of any such Extension Period, the Company may extend such Extension
      Period and further defer the payment of interest; provided, that (i)
      all such previous and further extensions comprising such Extension Period do
      not
      exceed twenty (20) quarterly interest payment periods, 

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (ii)
      no
      Extension Period shall end on a date other than an Interest Payment Date and
      (iii) no Extension Period shall extend beyond the Stated Maturity of the
      principal of the Securities.  Upon the termination of any such
      Extension Period and upon the payment of all accrued and unpaid interest and
      any
      Additional Interest then due on any Interest Payment Date, the Company may
      elect
      to begin a new Extension Period; provided, that (i) such Extension
      Period does not exceed twenty (20) quarterly interest payment periods, (ii)
      no
      Extension Period shall end on a date other than an Interest Payment Date, (iii)
      no Extension Period shall extend beyond the Stated Maturity of the principal
      of
      the Securities and (iv) no Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h) has occurred and is
      continuing.  The Company shall give (i) the Holders of the Securities,
      (ii) the Trustee, (iii) the Property Trustee and (iv) any beneficial owner
      of
      the Preferred Securities reasonably identified to the Company (which
      identification may be made either by such beneficial owner or by the Purchaser)
      written notice of its election to begin any such Extension Period no later
      than
      the close of business on the fifteenth (15th) Business Day prior to the next
      succeeding Interest Payment Date on which interest on the Securities would
      be
      payable but for such deferral.

     

    (b)  In
      connection with any such Extension Period, the Company shall be subject to
      the
      restrictions set forth in Section 10.6(a).

     

    SECTION
      3.10.  Right
      of Set-Off.

     

    Notwithstanding
      anything to the contrary herein, the Company shall have the right to set off
      any
      payment it is otherwise required to make in respect of any Security to the
      extent the Company has theretofore made, or is concurrently on the date of
      such
      payment making, a payment under the Guarantee Agreement relating to such
      Security or to a holder of Preferred Securities pursuant to an action undertaken
      under Section 5.8 of this Indenture.

     

    SECTION
      3.11.  Agreed
      Tax Treatment.

     

    Each
      Security issued hereunder shall provide that the Company and, by its acceptance
      or acquisition of a Security or a beneficial interest therein, the Holder of,
      and any Person that acquires a direct or indirect beneficial interest in, such
      Security, intend and agree to treat such Security as indebtedness of the Company
      for United States Federal, state and local tax purposes and to treat the
      Preferred Securities (including but not limited to all payments and proceeds
      with respect to the Preferred Securities) as an undivided beneficial ownership
      interest in the Trust (and payments and proceeds therefrom, respectively) for
      United States Federal, state and local tax purposes.  The provisions
      of this Indenture shall be interpreted to further this intention and agreement
      of the parties.

     

    SECTION
      3.12.  CUSIP
      Numbers.

     

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

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    reliance
      may be placed only on the other identification numbers printed on the
      Securities, and any such redemption shall not be affected by any defect in
      or
      omission of such numbers.

     

    ARTICLE
      IV

     

    Satisfaction
      and Discharge

     

    SECTION
      4.1.  Satisfaction
      and Discharge of Indenture.

     

    This
      Indenture shall, upon Company Request, cease to be of further effect (except
      as
      to any surviving rights of registration of transfer or exchange of Securities
      herein expressly provided for and as otherwise provided in this Section
      4.1) and the Trustee, on demand of and at the expense of the Company, shall
      execute proper instruments acknowledging satisfaction and discharge of this
      Indenture, when

     

    (a)  either

     

    (i)  all
      Securities theretofore authenticated and delivered (other than (A) Securities
      that have been mutilated, destroyed, lost or stolen and that have been replaced
      or paid as provided in Section 3.6 and (B) Securities for whose payment
      money has theretofore been deposited in trust or segregated and held in trust
      by
      the Company and thereafter repaid to the Company or discharged from such trust
      as provided in Section 10.2) have been delivered to the Trustee for
      cancellation; or

     

    (ii)  all
      such
      Securities not theretofore delivered to the Trustee for
      cancellation

     

    
      	
              (A)  

            	
              have
                become due and payable, or

            


    

     

    
      	
              (B)  

            	
              will
                become due and payable at their Stated Maturity within one year of
                the
                date of deposit, or

            


    

     

    
      	
              (C)  

            	
              are
                to be called for redemption within one year under arrangements
                satisfactory to the Trustee for the giving of notice of redemption
                by the
                Trustee in the name, and at the expense, of the
                Company,

            


    

     

    and
      the
      Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited
      or
      caused to be deposited with the Trustee as trust funds in trust for such purpose
      (x) an amount in the currency or currencies in which the Securities are payable,
      (y) Government Obligations which through the scheduled payment of principal
      and
      interest in respect thereof in accordance with their terms will provide, not
      later than the due date of any payment, money in an amount or (z) a combination
      thereof, in each case sufficient, in the opinion of a nationally recognized
      firm
      of independent public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay and discharge the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and any premium and interest (including any Additional Interest)
      to
      the date of such deposit (in the case of Securities that have become due and
      payable) or to the Stated Maturity (or any date of principal repayment upon
      early maturity) or Redemption Date, as the case may be;

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    (b)  the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company; and

     

    (c)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel each stating that all conditions precedent herein provided for relating
      to the satisfaction and discharge of this Indenture have been complied
      with.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 6.6, the obligations of the Company to any
      Authenticating Agent under Section 6.11 and, if money shall have been
      deposited with the Trustee pursuant to subclause (a)(ii) of this Section
      4.1, the obligations of the Trustee under Section 4.2 and Section
      10.2(e) shall survive.

     

    SECTION
      4.2.  Application
      of Trust Money.

     

    Subject
      to the provisions of Section 10.2(e), all money deposited with the
      Trustee pursuant to Section 4.1 shall be held in trust and applied by the
      Trustee, in accordance with the provisions of the Securities and this Indenture,
      to the payment in accordance with Section 3.1, either directly or through
      any Paying Agent (including the Company acting as its own Paying Agent) as
      the
      Trustee may determine, to the Persons entitled thereto, of the principal and
      any
      premium and interest (including any Additional Interest) for the payment of
      which such money or obligations have been deposited with or received by the
      Trustee.  Moneys held by the Trustee under this Section 4.2
      shall not be subject to the claims of holders of Senior Debt under Article
      XII.

     

    ARTICLE
      V

     

    Remedies

     

    SECTION
      5.1.  Events
      of Default.

     

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

     

    (a)  default
      in the payment of any interest upon any Security, including any Additional
      Interest in respect thereof, when it becomes due and payable, and continuance
      of
      such default for a period of thirty (30) days (subject to the deferral of any
      due date in the case of an Extension Period); or

     

    (b)  default
      in the payment of the principal of or any premium on any Security at its
      Maturity; or

     

    (c)  default
      in the payment of any interest upon any Security, including any Additional
      Interest in respect thereof, following the nonpayment of any such interest
      for
      twenty (20) or more consecutive quarterly interest payment periods;
      or

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    (d)  default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture and continuance of such default or breach for a period of thirty
      (30) days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at
      least twenty five percent (25%) in aggregate principal amount of the Outstanding
      Securities a written notice specifying such default or breach and requiring
      it
      to be remedied and stating that such notice is a “Notice of Default” hereunder;
      or

     

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

     

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

     

    (g)  either
      (1) a court or administrative or governmental agency or body shall enter a
      decree or order for the appointment of a receiver of a Major Bank Subsidiary
      or
      all or substantially all of its property in any liquidation, insolvency or
      similar proceeding, or (2) a Major Bank Subsidiary shall consent to the
      appointment of a receiver for it or all or substantially all of its property
      in
      any liquidation, insolvency or similar proceeding; or

     

    (h)  the
      Trust
      shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
      business or otherwise terminated its existence, except in connection with (1)
      the distribution of the Securities to holders of the Preferred Securities in
      liquidation of their interests in the Trust, (2) the redemption of all of the
      outstanding Preferred Securities or (3) certain mergers, consolidations or
      amalgamations, each as and to the extent permitted by the Trust
      Agreement.

     

    SECTION
      5.2.  Acceleration
      of Maturity; Rescission and Annulment.

     

    (a)  If
      an
      Event of Default pursuant to Sections 5.1(c), (e), (f),
(g) or (h) occurs and is continuing, then and
      in every such case
      the Trustee or the Holders of not less than twenty five percent (25%) in
      principal amount of the Outstanding Securities may declare the principal amount
      of all the Securities to be due and payable immediately, by a notice in writing
      to the Company (and to the Trustee if given by Holders), provided, that if,
      upon
      an Event of Default 

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    pursuant
      to Sections 5.1(c), (e), (f), (g) or (h), the
      Trustee or the Holders of not less than twenty five percent (25%) in principal
      amount of the Outstanding Securities fail to declare the principal of all the
      Outstanding Securities to be immediately due and payable, the holders of at
      least twenty five percent (25%) in aggregate Liquidation Amount of the Preferred
      Securities then outstanding shall have the right to make such declaration by
      a
      notice in writing to the Property Trustee, the Company and the Trustee; and
      upon
      any such declaration the principal amount of and the accrued interest (including
      any Additional Interest) on all the Securities shall become immediately due
      and
      payable.

     

    (b)  At
      any
      time after such a declaration of acceleration with respect to the Securities
      has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Trustee as hereinafter provided in this Article V, the
      Holders of a majority in principal amount of the Outstanding Securities, by
      written notice to the Trustee, or the holders of a majority in aggregate
      Liquidation Amount of the Preferred Securities, by written notice to the
      Property Trustee, the Company and the Trustee, may rescind and annul such
      declaration and its consequences if:

     

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

     

    
      	
              (A)  

            	
              all
                overdue installments of interest on all
                Securities,

            


    

     

    
      	
              (B)  

            	
              any
                accrued Additional Interest on all
                Securities,

            


    

     

    
      	
              (C)  

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

            


    

     

    
      	
              (D)  

            	
              all
                sums paid or advanced by the Trustee hereunder and the reasonable
                compensation, expenses, disbursements and advances of the Trustee,
                the
                Property Trustee and their agents and counsel;
                and

            


    

     

    (ii)  all
      Events of Default with respect to the Securities, other than the non-payment
      of
      the principal of Securities that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.13;

     

    provided,
      that if the Holders of such Securities fail to annul such declaration and waive
      such default, the holders of not less than a majority in aggregate Liquidation
      Amount of the Preferred Securities then outstanding shall also have the right
      to
      rescind and annul such declaration and its consequences by written notice to
      the
      Property Trustee, the Company and the Trustee, subject to the satisfaction
      of
      the conditions set forth in paragraph (b) of this Section
      5.2.  No such rescission shall affect any subsequent default or
      impair any right consequent thereon.

     

    SECTION
      5.3.  Collection
      of Indebtedness and Suits for Enforcement by Trustee.

     

    (a)  The
      Company covenants that if:

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    (i)  default
      is made in the payment of any installment of interest (including any Additional
      Interest) on any Security when such interest becomes due and payable and such
      default continues for a period of thirty (30) days, or

     

    (ii)  default
      is made in the payment of the principal of and any premium on any Security
      at
      the Maturity thereof,

     

    the
      Company will, upon demand of the Trustee, pay to the Trustee, for the benefit
      of
      the Holders of such Securities, the whole amount then due and payable on such
      Securities for principal and any premium and interest (including any Additional
      Interest) and, in addition thereto, all amounts owing the Trustee under
Section 6.6.

     

    (b)  If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, and may prosecute
      such proceeding to judgment or final decree, and may enforce the same against
      the Company or any other obligor upon such Securities and collect the moneys
      adjudged or decreed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon the Securities, wherever
      situated.

     

    (c)  If
      an
      Event of Default with respect to the Securities occurs and is continuing, the
      Trustee may in its discretion proceed to protect and enforce its rights and
      the
      rights of the Holders of Securities by such appropriate judicial proceedings
      as
      the Trustee shall deem most effectual to protect and enforce any such rights,
      whether for the specific enforcement of any covenant or agreement in this
      Indenture or in aid of the exercise of any power granted herein, or to enforce
      any other proper remedy.

     

    SECTION
      5.4.  Trustee
      May File Proofs of Claim.

     

    In
      case
      of any receivership, insolvency, liquidation, bankruptcy, reorganization,
      arrangement, adjustment, composition or similar judicial proceeding relative
      to
      the Company (or any other obligor upon the Securities), its property or its
      creditors, the Trustee shall be entitled and empowered, by intervention in
      such
      proceeding or otherwise, to take any and all actions authorized hereunder in
      order to have claims of the Holders and the Trustee allowed in any such
      proceeding. In particular, the Trustee shall be authorized to collect and
      receive any moneys or other property payable or deliverable on any such claims
      and to distribute the same; and any custodian, receiver, assignee, trustee,
      liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Holder to make such payments to the
      Trustee and, in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to first pay to the Trustee any amount due
      it
      for the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts owing the Trustee, any
      predecessor Trustee and other Persons under Section 6.6.

     

    SECTION
      5.5.  Trustee
      May Enforce Claim Without Possession of Securities.

     

    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee 

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    shall
      be
      brought in its own name as trustee of an express trust, and any recovery of
      judgment shall, subject to Article XII and after provision for the
      payment of all the amounts owing the Trustee, any predecessor Trustee and other
      Persons under Section 6.6, be for the ratable benefit of the Holders of
      the Securities in respect of which such judgment has been
      recovered.

     

    SECTION
      5.6.  Application
      of Money Collected.

     

    Any
      money
      or property collected or to be applied by the Trustee with respect to the
      Securities pursuant to this Article V shall be applied in the following
      order, at the date or dates fixed by the Trustee and, in case of the
      distribution of such money or property on account of principal or any premium
      or
      interest (including any Additional Interest), upon presentation of the
      Securities and the notation thereon of the payment if only partially paid and
      upon surrender thereof if fully paid:

     

    FIRST:
      To
      the payment of all amounts due the Trustee, any predecessor Trustee and other
      Persons under Section 6.6;

     

    SECOND:
      To the payment of all Senior Debt of the Company if and to the extent required
      by Article XII.

     

    THIRD:  Subject
      to Article XII, to the payment of the amounts then due and unpaid upon
      the Securities for principal and any premium and interest (including any
      Additional Interest) in respect of which or for the benefit of which such money
      has been collected, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Securities for principal and
      any
      premium and interest (including any Additional Interest), respectively;
      and

     

    FOURTH:
      The balance, if any, to the Person or Persons entitled thereto.

     

    SECTION
      5.7.  Limitation
      on Suits.

     

    Subject
      to Section 5.8, no Holder of any Securities shall have any right to
      institute any proceeding, judicial or otherwise, with respect to this Indenture
      or for the appointment of a custodian, receiver, assignee, trustee, liquidator,
      sequestrator (or other similar official) or for any other remedy hereunder,
      unless:

     

    (a)  such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default with respect to the Securities;

     

    (b)  the
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name as
      Trustee hereunder;

     

    (c)  such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the
      costs, expenses and liabilities to be incurred in compliance with such
      request;

     

    (d)  the
      Trustee after its receipt of such notice, request and offer of indemnity has
      failed to institute any such proceeding for sixty (60) days; and

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    (e)  no
      direction inconsistent with such written request has been given to the Trustee
      during such sixty (60)-day period by the Holders of a majority in aggregate
      principal amount of the Outstanding Securities;

     

    it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing itself of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Securities, or to obtain or to seek to obtain priority or preference over
      any
      other of such Holders or to enforce any right under this Indenture, except
      in
      the manner herein provided and for the equal and ratable benefit of all such
      Holders.

     

    SECTION
      5.8.  Unconditional
      Right of Holders to Receive Principal, Premium and Interest; Direct Action
      by
      Holders of Preferred Securities.

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of and any premium on such Security at its Maturity and payment of interest
      (including any Additional Interest) on such Security when due and payable and
      to
      institute suit for the enforcement of any such payment, and such right shall
      not
      be impaired without the consent of such Holder. Any registered holder of the
      Preferred Securities shall have the right, upon the occurrence of an Event
      of
      Default described in Section 5.1(a), Section 5.1(b) or Section
      5.1(c), to institute a suit directly against the Company for enforcement of
      payment to such holder of principal of and any premium and interest (including
      any Additional Interest) on the Securities having a principal amount equal
      to
      the aggregate Liquidation Amount of the Preferred Securities held by such
      holder.

     

    SECTION
      5.9.  Restoration
      of Rights and Remedies.

     

    If
      the
      Trustee, any Holder or any holder of Preferred Securities has instituted any
      proceeding to enforce any right or remedy under this Indenture and such
      proceeding has been discontinued or abandoned for any reason, or has been
      determined adversely to the Trustee, such Holder or such holder of Preferred
      Securities, then and in every such case the Company, the Trustee, such Holder
      and such holder of Preferred Securities shall, subject to any determination
      in
      such proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Trustee,
      such
      Holder and such holder of Preferred Securities shall continue as though no
      such
      proceeding had been instituted.

     

    SECTION
      5.10.  Rights
      and Remedies Cumulative.

     

    Except
      as
      otherwise provided in Section 3.6(f), no right or remedy herein conferred
      upon or reserved to the Trustee or the Holders is intended to be exclusive
      of
      any other right or remedy, and every right and remedy shall, to the extent
      permitted by law, be cumulative and in addition to every other right and remedy
      given hereunder or now or hereafter existing at law or in equity or otherwise.
      The assertion or employment of any right or remedy hereunder, or otherwise,
      shall not prevent the concurrent assertion or employment of any other
      appropriate right or remedy.

     

    
      
        
        

      

      
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    SECTION
      5.11.  Delay
      or Omission Not Waiver.

     

    No
      delay
      or omission of the Trustee, any Holder of any Securities or any holder of any
      Preferred Security to exercise any right or remedy accruing upon any Event
      of
      Default shall impair any such right or remedy or constitute a waiver of any
      such
      Event of Default or an acquiescence therein.  Every right and remedy
      given by this Article V or by law to the Trustee or to the Holders and
      the right and remedy given to the holders of Preferred Securities by Section
      5.8 may be exercised from time to time, and as often as may be deemed
      expedient, by the Trustee, the Holders or the holders of Preferred Securities,
      as the case may be.

     

    SECTION
      5.12.  Control
      by Holders.

     

    The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities (or, as the case may be, the holders of a majority in
      aggregate Liquidation Amount of the Preferred Securities) shall have the right
      to direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or exercising any trust or power conferred on the
      Trustee; provided, that:

     

    (a)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture,

     

    (b)  the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction, and

     

    (c)  subject
      to the provisions of Section 6.2, the Trustee shall have the right to
      decline to follow such direction if a Responsible Officer or Officers of the
      Trustee shall, in good faith, reasonably determine that the proceeding so
      directed would be unjustly prejudicial to the Holders not joining in any such
      direction or would involve the Trustee in personal liability.

     

    SECTION
      5.13.  Waiver
      of Past Defaults.

     

    (a)  The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities and the holders of not less than a majority in aggregate
      Liquidation Amount of the Preferred Securities may waive any past Event of
      Default hereunder and its consequences except an Event of Default:

     

    (i)  in
      the
      payment of the principal of or any premium or interest (including any Additional
      Interest) on any Security (unless such Event of Default has been cured and
      the
      Company has paid to or deposited with the Trustee a sum sufficient to pay all
      installments of interest (including any Additional Interest) due and past due
      and all principal of and any premium on all Securities due otherwise than by
      acceleration), or

     

    (ii)  in
      respect of a covenant or provision hereof that under Article IX cannot be
      modified or amended without the consent of each Holder of any Outstanding
      Security.

     

    (b)  Any
      such
      waiver shall be deemed to be on behalf of the Holders of all the Securities
      or,
      in the case of a waiver by holders of Preferred Securities issued by such Trust,
      by all holders of Preferred Securities.

     

    
      
        
        

      

      
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    (c)  Upon
      any
      such waiver, such Event of Default shall cease to exist and any Event of Default
      arising therefrom shall be deemed to have been cured for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other Event
      of
      Default or impair any right consequent thereon.

     

    SECTION
      5.14.  Undertaking
      for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his or
      her
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant;
      but
      the provisions of this Section 5.14 shall not apply to any suit
      instituted by the Trustee, to any suit instituted by any Holder, or group of
      Holders, holding in the aggregate more than ten percent (10%) in aggregate
      principal amount of the Outstanding Securities, or to any suit instituted by
      any
      Holder for the enforcement of the payment of the principal of or any premium
      on
      the Security after the Stated Maturity or any interest (including any Additional
      Interest) on any Security after it is due and payable.

     

    SECTION
      5.15.  Waiver
      of Usury, Stay or Extension Laws.

     

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

     

    ARTICLE
      VI

     

     

    The
      Trustee

     

    SECTION
      6.1.  Corporate
      Trustee Required.

     

    There
      shall at all times be a Trustee hereunder with respect to the
      Securities.  The Trustee shall be a corporation organized and doing
      business under the laws of the United States or of any state thereof, authorized
      to exercise corporate trust powers, having a combined capital and surplus of
      at
      least $50,000,000, subject to supervision or examination by Federal or state
      authority and having an office within the United States. If such corporation
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of such supervising or examining authority, then, for the purposes
      of this Section 6.1, the combined capital and surplus of such corporation
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published.  If at any time the Trustee
      shall cease to be eligible in 

     

    
      
        
        

      

      
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    accordance
      with the provisions of this Section 6.1, it shall resign immediately in
      the manner and with the effect hereinafter specified in this Article
      VI.

     

    SECTION
      6.2.  Certain
      Duties and Responsibilities.

     

    (a)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

     

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

     

    (b)  If
      an
      Event of Default known to the Trustee has occurred and is continuing, the
      Trustee shall, prior to the receipt of directions, if any, from the Holders
      of
      at least a majority in aggregate principal amount of the Outstanding Securities
      (or, if applicable, from the holders of a majority in aggregate Liquidation
      Amount of the Preferred Securities), exercise such of the rights and powers
      vested in it by this Indenture, and use the same degree of care and skill in
      its
      exercise, as a prudent person would exercise or use under the circumstances
      in
      the conduct of such person’s own affairs.

     

    (c)  Notwithstanding
      the foregoing, no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to it. Whether or not therein expressly so provided,
      every provision of this Indenture relating to the conduct or affecting the
      liability of or affording protection to the Trustee shall be subject to the
      provisions of this Section 6.2.  To the extent that, at law or
      in equity, the Trustee has duties and liabilities relating to the Holders,
      the
      Trustee shall not be liable to any Holder for the Trustee’s good faith reliance
      on the provisions of this Indenture.  The provisions of this
      Indenture, to the extent that they restrict the duties and liabilities of the
      Trustee otherwise existing at law or in equity, are agreed by the Company and
      the Holders to replace such other duties and liabilities of the
      Trustee.

     

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

     

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

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    (ii)  the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the Holders of
      at
      least a majority in aggregate principal amount of the Outstanding Securities
      (or, if applicable, from the holders of a majority in aggregate Liquidation
      Amount of the Preferred Securities), relating to the time, method and place
      of
      conducting any proceeding for any remedy available to the Trustee under this
      Indenture; and

     

    (iii)  the
      Trustee shall be under no liability for interest on any money received by it
      hereunder and money held by the Trustee in trust hereunder need not be
      segregated from other funds except to the extent required by law.

     

    SECTION
      6.3.  Notice
      of Defaults.

     

    Within
      ninety (90) days after the occurrence of any default actually known to the
      Trustee, the Trustee shall give the Holders notice of such default unless such
      default shall have been cured or waived; provided, that except in the
      case of a default in the payment of the principal of or any premium or interest
      on any Securities, the Trustee shall be fully protected in withholding the
      notice if and so long as the board of directors, the executive committee or
      a
      trust committee of directors and/or Responsible Officers of the Trustee in
      good
      faith determines that withholding the notice is in the interest of holders
      of
      Securities; and provided, further, that in the case of any
      default of the character specified in Section 5.1(d), no such notice to
      Holders shall be given until at least thirty (30) days after the occurrence
      thereof. For the purpose of this Section 6.3, the term “default” means
      any event which is, or after notice or lapse of time or both would become,
      an
      Event of Default.

     

    SECTION
      6.4.  Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section 6.2:

     

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

     

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

     

    
      
        
        

      

      
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    the
      Holders, in which event the Trustee shall have no liability except for its
      own
      negligence, bad faith or willful misconduct;

     

    (c)  any
      request or direction of the Company shall be sufficiently evidenced by a Company
      Request or Company Order and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;

     

    (d)  the
      Trustee may consult with counsel (which counsel may be counsel to the Trustee,
      the Company or any of its Affiliates, and may include any of its employees)
      and
      the advice of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in reliance thereon;

     

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

     

    (f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, indenture, note or other
      paper
      or document, but the Trustee in its discretion may make such inquiry or
      investigation into such facts or matters as it may see fit, and, if the Trustee
      shall determine to make such inquiry or investigation, it shall be entitled
      to
      examine the books, records and premises of the Company, personally or by agent
      or attorney;

     

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

     

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

     

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

     

    (j)  without
      prejudice to any other rights available to the Trustee under applicable law,
      when the Trustee incurs expenses or renders services in connection with any
      bankruptcy, 

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    insolvency
      or other proceeding referred to in clauses (e) or (f) of the definition of
      Event
      of Default, such expenses (including legal fees and expenses of its agents
      and
      counsel) and the compensation for such services are intended to constitute
      expenses of administration under any bankruptcy laws or law relating to
      creditors rights generally;

     

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

     

    (l)  the
      Trustee shall not be charged with knowledge of any default or Event of Default
      unless either (i) a Responsible Officer of the Trustee shall have actual
      knowledge or (ii) the Trustee shall have received written notice thereof from
      the Company or a Holder; and

     

    (m)  in
      the
      event that the Trustee is also acting as Paying Agent, Authenticating Agent
      or
      Securities Registrar hereunder, the rights and protections afforded to the
      Trustee pursuant to this Article VI shall also be afforded such Paying
      Agent, Authenticating Agent,  or  Securities
      Registrar.

     

    SECTION
      6.5.  May
      Hold Securities.

     

    The
      Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar
      or
      any other agent of the Company, in its individual or any other capacity, may
      become the owner or pledgee of Securities and may otherwise deal with the
      Company with the same rights it would have if it were not Trustee,
      Authenticating Agent, Paying Agent, Securities Registrar or such other
      agent.

     

    SECTION
      6.6.  Compensation;
      Reimbursement; Indemnity.

     

    (a)  The
      Company agrees

     

    (i)  to
      pay to
      the Trustee from time to time reasonable compensation for all services rendered
      by it hereunder in such amounts as the Company and the Trustee shall agree
      from
      time to time (which compensation shall not be limited by any provision of law
      in
      regard to the compensation of a trustee of an express trust);

     

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

     

    (iii)  to
      the
      fullest extent permitted by applicable law, to indemnify the Trustee (including
      in its individual capacity) and its Affiliates, and their officers, directors,
      shareholders, agents, representatives and employees for, and to hold them
      harmless against, any loss, damage, liability, tax (other than income, franchise
      or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty,
      expense or claim of any

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     kind
      or nature whatsoever incurred without negligence, bad faith or willful
      misconduct on its part arising out of or in connection with the acceptance
      or
      administration of this trust or the performance of the Trustee’s duties
      hereunder, including the advancement of funds to cover the costs and expenses
      of
      defending itself against any claim or liability in connection with the exercise
      or performance of any of its powers or duties hereunder.

     

    (b)  To
      secure
      the Company’s payment obligations in this Section 6.6, the Company
      hereby grants and pledges to the Trustee and the Trustee shall have a lien
      prior
      to the Securities on all money or property held or collected by the Trustee,
      other than money or property held in trust to pay principal and interest on
      particular Securities.  Such lien shall survive the satisfaction and
      discharge of this Indenture or the resignation or removal of the
      Trustee.

     

    (c)  The
      obligations of the Company under this Section 6.6 shall survive the
      satisfaction and discharge of this Indenture and the earlier resignation or
      removal of the Trustee.

     

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

     

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

     

    SECTION
      6.7.  Resignation
      and Removal; Appointment of Successor.

     

    (a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article VI shall become effective until the acceptance
      of appointment by the successor Trustee under Section 6.8.

     

    (b)  The
      Trustee may resign at any time by giving written notice thereof to the
      Company.

     

    (c)  Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee may be
      removed at any time by the Company by a Board Resolution.  If an Event
      of Default shall have occurred and be continuing, the Trustee may be removed
      by
      Act of the Holders of a majority in aggregate principal amount of the
      Outstanding Securities, delivered to the Trustee and to the
      Company.

     

    (d)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any reason, at a time when no Event
      of
      Default shall have occurred and be continuing, the Company, by a Board
      Resolution, shall promptly appoint a successor Trustee, and such successor
      Trustee and the retiring Trustee shall comply with the applicable requirements
      of Section 6.8. If the Trustee shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of Trustee for
      any reason, at 

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    a
      time
      when an Event of Default shall have occurred and be continuing, the Holders,
      by
      Act of the Holders of a majority in aggregate principal amount of the
      Outstanding Securities, shall promptly appoint a successor Trustee, and such
      successor Trustee and the retiring Trustee shall comply with the applicable
      requirements of Section 6.8. If no successor Trustee shall have been so
      appointed by the Company or the Holders and accepted appointment within sixty
      (60) days after the giving of a notice of resignation by the Trustee or the
      removal of the Trustee in the manner required by Section 6.8, any Holder
      who has been a bona fide Holder of a Security for at least six months may,
      on
      behalf of such Holder and all others similarly situated, and any resigning
      Trustee may, at the expense of the Company, petition any court of competent
      jurisdiction for the appointment of a successor Trustee.

     

    (e)  The
      Company shall give notice to all Holders in the manner provided in Section
      1.6 of each resignation and each removal of the Trustee and each appointment
      of a successor Trustee.  Each notice shall include the name of the
      successor Trustee and the address of its Corporate Trust Office.

     

    SECTION
      6.8.  Acceptance
      of Appointment by Successor.

     

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

     

    (b)  Upon
      request of any such successor Trustee, the Company shall execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Trustee all rights, powers and trusts referred to in paragraph (a)
      of
      this Section 6.8.

     

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

     

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

     

    Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      all or substantially all of the corporate trust business of the Trustee, shall
      be the successor of the Trustee hereunder, without the execution or filing of
      any paper or any further act on the part of any of the parties hereto,
provided, that such Person shall be otherwise qualified and eligible
      under this Article VI. In case any Securities shall have been
      authenticated, but not delivered, by the Trustee then in office, any successor
      by merger, conversion or consolidation or as otherwise provided above in this
      Section 6.9 to such authenticating Trustee may adopt such authentication
      and deliver the Securities so authenticated, 

     

    
      
        
        

      

      
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    and
      in
      case any Securities shall not have been authenticated, any successor to the
      Trustee may authenticate such Securities either in the name of any predecessor
      Trustee or in the name of such successor Trustee, and in all cases the
      certificate of authentication shall have the full force which it is provided
      anywhere in the Securities or in this Indenture that the certificate of the
      Trustee shall have.

     

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

     

    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and neither the Trustee nor any Authenticating Agent assumes any responsibility
      for their correctness. The Trustee makes no representations as to the validity
      or sufficiency of this Indenture or of the Securities. Neither the Trustee
      nor
      any Authenticating Agent shall be accountable for the use or application by
      the
      Company of the Securities or the proceeds thereof.

     

    SECTION
      6.11.  Appointment
      of Authenticating Agent.

     

    (a)  The
      Trustee may appoint an Authenticating Agent or Agents, if so requested by the
      Company, with respect to the Securities, which shall be authorized to act on
      behalf of the Trustee to authenticate Securities issued upon original issue
      and
      upon exchange, registration of transfer or partial redemption thereof or
      pursuant to Section 3.6, and Securities so authenticated shall be
      entitled to the benefits of this Indenture and shall be valid and obligatory
      for
      all purposes as if authenticated by the Trustee hereunder. Wherever reference
      is
      made in this Indenture to the authentication and delivery of Securities by
      the
      Trustee or the Trustee’s certificate of authentication, such reference shall be
      deemed to include authentication and delivery on behalf of the Trustee by an
      Authenticating Agent. Each Authenticating Agent shall be acceptable to the
      Company and shall at all times be a corporation organized and doing business
      under the laws of the United States of America, or of any State or Territory
      thereof or the District of Columbia, authorized under such laws to act as
      Authenticating Agent, having a combined capital and surplus of not less than
      $50,000,000 and subject to supervision or examination by Federal or state
      authority. If such Authenticating Agent publishes reports of condition at least
      annually pursuant to law or to the requirements of said supervising or examining
      authority, then for the purposes of this Section 6.11 the combined
      capital and surplus of such Authenticating Agent shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this Section 6.11, such
      Authenticating Agent shall resign immediately in the manner and with the effect
      specified in this Section 6.11.

     

    (b)  Any
      Person into which an Authenticating Agent may be merged or converted or with
      which it may be consolidated, or any Person resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any Person succeeding to all or substantially all of the corporate trust
      business of an Authenticating Agent shall be the successor Authenticating Agent
      hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further
      act on the part of the Trustee or the Authenticating Agent.

     

    
      
        
        

      

      
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    (c)  An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section 6.11, the Trustee may appoint a successor
      Authenticating Agent eligible under the provisions of this Section 6.11,
      which shall be acceptable to the Company, and shall give notice of such
      appointment to all Holders. Any successor Authenticating Agent upon acceptance
      of its appointment hereunder shall become vested with all the rights, powers
      and
      duties of its predecessor hereunder, with like effect as if originally named
      as
      an Authenticating Agent.

     

    (d)  The
      Company agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section 6.11 in such amounts as
      the Company and the Authenticating Agent shall agree from time to
      time.

     

    (e)  If
      an
      appointment of an Authenticating Agent is made pursuant to this Section
      6.11, the Securities may have endorsed thereon, in addition to the Trustee’s
      certificate of authentication, an alternative certificate of authentication
      in
      the following form:

     

    This
      represents Securities designated therein and referred to in the within mentioned
      Indenture.

     

    Dated:

     

    WILMINGTON
      TRUST COMPANY, not in its 

    individual
      capacity, but solely as Trustee

     

    


     

    


     

    


     

    Authenticating
      Agent

     

    


     

    


     

    By:

     

    Authorized
      Officer

     

    


    ARTICLE
      VII

     

    Holders’
      Lists and Reports by Trustee and Company

     

    SECTION
      7.1.  Company
      to Furnish Trustee Names and Addresses of Holders.

     

    The
      Company will furnish or cause to be furnished to the Trustee:

     

    (a)  semi-annually,
      on or before June 30 and December 31 of each year, a list, in such form as
      the
      Trustee may reasonably require, of the names and addresses of the Holders as
      of
      a date not more than fifteen (15) days prior to the delivery thereof,
      and

     

    
      
        
        

      

      
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    (b)  at
      such
      other times as the Trustee may request in writing, within thirty (30) days
      after
      the receipt by the Company of any such request, a list of similar form and
      content as of a date not more than fifteen (15) days prior to the time such
      list
      is furnished, in each case to the extent such information is in the possession
      or control of the Company and has not otherwise been received by the Trustee
      in
      its capacity as Securities Registrar.

     

    SECTION
      7.2.  Preservation
      of Information, Communications to Holders.

     

    (a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 7.1 and the names and addresses of
      Holders received by the Trustee in its capacity as Securities Registrar. The
      Trustee may destroy any list furnished to it as provided in Section 7.1
      upon receipt of a new list so furnished.

     

    (b)  The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided in the Trust Indenture
      Act.

     

    (c)  Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of the disclosure of information
      as
      to the names and addresses of the Holders made pursuant to the Trust Indenture
      Act.

     

    SECTION
      7.3.  Reports
      by Company and Trustee.

     

    (a)  The
      Company shall furnish to the Holders and to prospective purchasers of
      Securities, upon their request, the information required to be furnished
      pursuant to Rule 144A(d)(4) under the Securities Act.  The Company
      shall furnish to the Trustee and, so long as the Property Trustee holds any
      of
      the Securities, the Company shall furnish to the Property Trustee, (i) reports
      on  Federal Reserve form FR Y-9C, FR Y-9LP and FR Y-6 promptly
      following their filing with the Federal Reserve, or (ii) if at such time the
      Company is no longer required to file the reports set forth in (i) above, such
      other similar reports as the Company may be required to file at such time with
      the Company’s primary federal banking regulator promptly following their filing
      with such banking regulator.

     

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

     

    (c)           The
      Trustee shall receive all reports, certificates and information, which it is
      entitled to receive under each of the Operative Documents (as defined in the
      Trust Agreement), 

     

    
      
        
        

      

      
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    and
      deliver to the Purchaser or its designee, as identified in writing to the
      Trustee, all such reports, certificates or information promptly upon receipt
      thereof.

     

    ARTICLE
      VIII

     

    Consolidation,
      Merger, Conveyance, Transfer or Lease

     

    SECTION
      8.1.  Company
      May Consolidate, Etc., Only on Certain Terms.

     

    The
      Company shall not consolidate with or merge into any other Person or convey,
      transfer or lease its properties and assets substantially as an entirety to
      any
      Person, and no Person shall consolidate with or merge into the Company or
      convey, transfer or lease its properties and assets substantially as an entirety
      to the Company, unless:

     

    (a)  if
      the
      Company shall consolidate with or merge into another Person or convey, transfer
      or lease its properties and assets substantially as an entirety to any Person,
      the entity formed by such consolidation or into which the Company is merged
      or
      the Person that acquires by conveyance or transfer, or that leases, the
      properties and assets of the Company substantially as an entirety shall be
      an
      entity organized and existing under the laws of the United States of America
      or
      any State or Territory thereof or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
      payment of the principal of and any premium and interest (including any
      Additional Interest) on all the Securities and the performance of every covenant
      of this Indenture on the part of the Company to be performed or
      observed;

     

    (b)  immediately
      after giving effect to such transaction, no Event of Default, and no event
      that,
      after notice or lapse of time, or both, would constitute an Event of Default,
      shall have happened and be continuing; and

     

    (c)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance, transfer
      or
      lease and, if a supplemental indenture is required in connection with such
      transaction, any such supplemental indenture comply with this Article
      VIII and that all conditions precedent herein provided for relating to such
      transaction have been complied with; and the Trustee may rely upon such
      Officers’ Certificate and Opinion of Counsel as conclusive evidence that such
      transaction complies with this Section 8.1.

     

    SECTION
      8.2.  Successor
      Company Substituted.

     

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

     

    
      
        
        

      

      
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    the
      execution and delivery of such supplemental indenture, the Company shall be
      discharged from all obligations and covenants under the Indenture and the
      Securities.

     

    (b)  Such
      successor Person may cause to be executed, and may issue either in its own
      name
      or in the name of the Company, any or all of the Securities issuable hereunder
      that theretofore shall not have been signed by the Company and delivered to
      the
      Trustee; and, upon the order of such successor Person instead of the Company
      and
      subject to all the terms, conditions and limitations in this Indenture
      prescribed, the Trustee shall authenticate and shall deliver any Securities
      that
      previously shall have been signed and delivered by the officers of the Company
      to the Trustee for authentication, and any Securities that such successor Person
      thereafter shall cause to be executed and delivered to the Trustee on its
      behalf. All the Securities so issued shall in all respects have the same legal
      rank and benefit under this Indenture as the Securities theretofore or
      thereafter issued in accordance with the terms of this Indenture.

     

    (c)  In
      case
      of any such consolidation, merger, sale, conveyance or lease, such changes
      in
      phraseology and form may be made in the Securities thereafter to be issued
      as
      may be appropriate to reflect such occurrence.

     

    ARTICLE
      IX

     

    Supplemental
      Indentures

     

    SECTION
      9.1.  Supplemental
      Indentures without Consent of Holders.

     

    Without
      the consent of any Holders, the Company, when authorized by a Board Resolution,
      and the Trustee, at any time and from time to time, may enter into one or more
      indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
      for any of the following purposes:

     

    (a)  to
      evidence the succession of another Person to the Company, and the assumption
      by
      any such successor of the covenants of the Company herein and in the Securities;
      or

     

    (b)  to
      cure
      any ambiguity, to correct or supplement any provision herein that may be
      defective or inconsistent with any other provision herein, or to make or amend
      any other provisions with respect to matters or questions arising under this
      Indenture, which shall not be inconsistent with the other provisions of this
      Indenture, provided, that such action pursuant to this clause (b) shall
      not adversely affect in any material respect the interests of any Holders or
      the
      holders of the Preferred Securities; or

     

    (c)  to
      add to
      the covenants, restrictions or obligations of the Company or to add to the
      Events of Default, provided, that such action pursuant to this clause
      (c) shall not adversely affect in any material respect the interests of any
      Holders or the holders of the Preferred Securities; or

     

    (d)  to
      modify, eliminate or add to any provisions of the Indenture or the Securities
      to
      such extent as shall be necessary to ensure that the Securities are treated
      as
      indebtedness of the Company for United States Federal income tax purposes,
      provided, that such action pursuant to this clause (d) shall not
      adversely affect in any material respect the interests of any Holders or the
      holders of the Preferred Securities.

     

    
      
        
        

      

      
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    SECTION
      9.2.  Supplemental
      Indentures with Consent of Holders.

     

    (a)  With
      the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Outstanding Securities, by Act of said Holders delivered to the Company
      and the Trustee, the Company, when authorized by a Board Resolution, and the
      Trustee may enter into an indenture or indentures supplemental hereto for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Indenture or of modifying in any manner the rights
      of
      the Holders of Securities under this Indenture; provided, that no such
      supplemental indenture shall, without the consent of the Holder of each
      Outstanding Security,

     

    (i)  change
      the Stated Maturity of the principal or any premium of any Security or change
      the date of payment of any installment of interest (including any Additional
      Interest) on any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof or change
      the place of payment where, or the coin or currency in which, any Security
      or
      interest thereon is payable, or restrict or impair the right to institute suit
      for the enforcement of any such payment on or after such date, or

     

    (ii)  reduce
      the percentage in aggregate principal amount of the Outstanding Securities,
      the
      consent of whose Holders is required for any such supplemental indenture, or
      the
      consent of whose Holders is required for any waiver of compliance with any
      provision of this Indenture or of defaults hereunder and their consequences
      provided for in this Indenture, or

     

    (iii)  modify
      any of the provisions of this Section 9.2, Section 5.13 or
Section 10.7, except to increase any percentage in aggregate principal
      amount of the Outstanding Securities, the consent of whose Holders is required
      for any reason, or to provide that certain other provisions of this Indenture
      cannot be modified or waived without the consent of the Holder of each
      Security;

     

    provided,
      further, that, so long as any Preferred Securities remain outstanding, no
      amendment under this Section 9.2 shall be effective until the holders of
      a majority in Liquidation Amount of the Trust Securities shall have consented
      to
      such amendment; provided, further, that if the consent of the Holder of
      each Outstanding Security is required for any amendment under this Indenture,
      such amendment shall not be effective until the holder of each outstanding
      Trust
      Security shall have consented to such amendment.

     

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

     

    SECTION
      9.3.  Execution
      of Supplemental Indentures.

     

    In
      executing or accepting the additional trusts created by any supplemental
      indenture permitted by this Article IX or the modifications thereby of
      the trusts created by this Indenture, the Trustee shall be entitled to receive,
      and shall be fully protected in conclusively relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture, and that
      all conditions 

     

    
      
        
        

      

      
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    precedent
      herein provided for relating to such action have been complied with. The Trustee
      may, but shall not be obligated to, enter into any such supplemental indenture
      that affects the Trustee’s own rights, duties, indemnities or immunities under
      this Indenture or otherwise.  Copies of the final form of each
      supplemental indenture shall be delivered by the Trustee at the expense of
      the
      Company to each Holder, and, if the Trustee is the Property Trustee, to each
      holder of Preferred Securities, promptly after the execution
      thereof.

     

    SECTION
      9.4.  Effect
      of Supplemental Indentures.

     

    Upon
      the
      execution of any supplemental indenture under this Article IX, this
      Indenture shall be modified in accordance therewith, and such supplemental
      indenture shall form a part of this Indenture for all purposes; and every Holder
      of Securities theretofore or thereafter authenticated and delivered hereunder
      shall be bound thereby.

     

    SECTION
      9.5.  Reference
      in Securities to Supplemental Indentures.

     

    Securities
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and shall if required by
      the Company, bear a notation in form approved by the Company as to any matter
      provided for in such supplemental indenture. If the Company shall so determine,
      new Securities so modified as to conform, in the opinion of the Company, to
      any
      such supplemental indenture may be prepared and executed by the Company and
      authenticated and delivered by the Trustee in exchange for Outstanding
      Securities.

     

    ARTICLE
      X

     

    Covenants

     

    SECTION
      10.1.  Payment
      of Principal, Premium and Interest.

     

    The
      Company covenants and agrees for the benefit of the Holders of the Securities
      that it will duly and punctually pay the principal of and any premium and
      interest (including any Additional Interest) on the Securities in accordance
      with the terms of the Securities and this Indenture.

     

    SECTION
      10.2.  Money
      for Security Payments to be Held in Trust.

     

    (a)  If
      the
      Company shall at any time act as its own Paying Agent with respect to the
      Securities, it will, on or before each due date of the principal of and any
      premium or interest (including any Additional Interest) on the Securities,
      segregate and hold in trust for the benefit of the Persons entitled thereto
      a
      sum sufficient to pay the principal and any premium or interest (including
      Additional Interest) so becoming due until such sums shall be paid to such
      Persons or otherwise disposed of as herein provided, and will promptly notify
      the Trustee in writing of its failure so to act.

     

    (b)  Whenever
      the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m.,
      New York City time, on each due date of the principal of or any premium or
      interest (including any Additional Interest) on any Securities, deposit with
      a
      Paying Agent a sum sufficient to pay such amount, such sum to be held as
      provided in the Trust Indenture Act and 

     

    
      
        
        

      

      
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    (unless
      such Paying Agent is the Trustee) the Company will promptly notify the Trustee
      of its failure so to act.

     

    (c)  The
      Company will cause each Paying Agent for the Securities other than the Trustee
      to execute and deliver to the Trustee an instrument in which such Paying Agent
      shall agree with the Trustee, subject to the provisions of this Section
      10.2, that such Paying Agent will (i) comply with the provisions of this
      Indenture and the Trust Indenture Act applicable to it as a Paying Agent and
      (ii) during the continuance of any default by the Company (or any other obligor
      upon the Securities) in the making of any payment in respect of the Securities,
      upon the written request of the Trustee, forthwith pay to the Trustee all sums
      held in trust by such Paying Agent for payment in respect of the
      Securities.

     

    (d)  The
      Company may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, pay, or by Company Order
      direct any Paying Agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      terms as those upon which such sums were held by the Company or such Paying
      Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.

     

    (e)  Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      in
      trust for the payment of the principal of and any premium or interest (including
      any Additional Interest) on any Security and remaining unclaimed for two years
      after such principal and any premium or interest has become due and payable
      shall (unless otherwise required by mandatory provision of applicable escheat
      or
      abandoned or unclaimed property law) be paid on Company Request to the Company,
      or (if then held by the Company) shall (unless otherwise required by mandatory
      provision of applicable escheat or abandoned or unclaimed property law) be
      discharged from such trust; and the Holder of such Security shall thereafter,
      as
      an unsecured general creditor, look only to the Company for payment thereof,
      and
      all liability of the Trustee or such Paying Agent with respect to such trust
      money, and all liability of the Company as trustee thereof, shall thereupon
      cease; provided, that the Trustee or such Paying Agent, before being
      required to make any such repayment, may at the expense of the Company cause
      to
      be published once, in a newspaper published in the English language, customarily
      published on each Business Day and of general circulation in the Borough of
      Manhattan, The City of New York, notice that such money remains unclaimed and
      that, after a date specified therein, which shall not be less than thirty (30)
      days from the date of such publication, any unclaimed balance of such money
      then
      remaining will be repaid to the Company.

     

    SECTION
      10.3.  Statement
      as to Compliance.

     

    The
      Company shall deliver to the Trustee, within one hundred and twenty (120) days
      after the end of each fiscal year of the Company ending after the date hereof,
      an Officers’ Certificate (substantially in the form attached hereto as
Exhibit C) covering the preceding fiscal year, stating whether or not to
      the knowledge of the signers thereof the Company is in default in the
      performance or observance of any of the terms, provisions and conditions of
      this
      Indenture (without regard to any period of grace or requirement of notice
      provided hereunder), and if the

     

    
      
        
        

      

      
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     Company
      shall be in default, specifying all such defaults and the nature and status
      thereof of which they may have knowledge.

     

    SECTION
      10.4.  Calculation
      Agent.

     

    (a)  The
      Company hereby agrees that for so long as any of the Securities remain
      Outstanding, there will at all times be an agent appointed to calculate LIBOR
      in
      respect of each Interest Payment Date in accordance with the terms of
Schedule A (the “Calculation Agent”).  The Company has
      initially appointed the Property Trustee as Calculation Agent for purposes
      of
      determining LIBOR for each Interest Payment Date.  The Calculation
      Agent may be removed by the Company at any time.  Except as described
      in the immediately preceding sentence, so long as the Property Trustee holds
      any
      of the Securities, the Calculation Agent shall be the Property
      Trustee.   If the Calculation Agent is unable or unwilling to act
      as such or is removed by the Company, the Company will promptly appoint as
      a
      replacement Calculation Agent the London office of a leading bank which is
      engaged in transactions in three-month U.S. Dollar deposits in Europe and which
      does not control or is not controlled by or under common control with the
      Company or its Affiliates.  The Calculation Agent may not resign its
      duties without a successor having been duly appointed.

     

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

     

    SECTION
      10.5.  Additional
      Tax Sums.

     

    If
      (a)
      the Trust is the Holder of all of the Outstanding Securities and (b) a Tax
      Event
      described in clause (i) or (iii) in the definition of Tax Event in Section
      1.1 hereof has occurred and is continuing, the Company shall pay to the
      Trust (and its permitted successors or assigns under the related Trust
      Agreement) for so long as the Trust (or its permitted successor or assignee)
      is
      the registered holder of the Outstanding Securities, such amounts as may be
      necessary in order that the amount of Distributions (including any Additional
      Interest Amount (as defined in the Trust Agreement)) then due and payable by
      the
      Trust on the Preferred Securities and Common Securities that at any time remain
      outstanding in accordance with the terms thereof shall not be reduced as a
      result of any Additional Taxes arising from such Tax 

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

    Event
      (additional such amounts payable by the Company to the Trust, the
“Additional Tax Sums”). Whenever in this Indenture or the Securities
      there is a reference in any context to the payment of principal of or interest
      on the Securities, such mention shall be deemed to include mention of the
      payments of the Additional Tax Sums provided for in this Section 10.5 to
      the extent that, in such context, Additional Tax Sums are, were or would be
      payable in respect thereof pursuant to the provisions of this Section
      10.5 and express mention of the payment of Additional Tax Sums (if
      applicable) in any provisions hereof shall not be construed as excluding
      Additional Tax Sums in those provisions hereof where such express mention is
      not
      made; provided, that the deferral of the payment of interest pursuant
      to Section 3.9 on the Securities shall not defer the payment of any
      Additional Tax Sums that may be due and payable.

     

    SECTION
      10.6.  Additional
      Covenants.

     

    (a)  The
      Company covenants and agrees with each Holder of Securities that if an Event
      of
      Default shall have occurred and be continuing or the Company shall have given
      notice of its election to begin an Extension Period with respect to the
      Securities and shall not have rescinded such notice, or such Extension Period,
      or any extension thereof, shall be continuing, it shall not (i) declare or
      pay
      any dividends or distributions on, or redeem, purchase, acquire or make a
      liquidation payment with respect to, any of the Company’s Equity Interests, (ii)
      vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
      or pay any dividends or distributions on, or redeem, purchase, acquire or make
      a
      liquidation payment with respect to or otherwise retire, any of such
      Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of
      return, other than dividends or distributions on Equity Interests issued by
      any
      Subsidiary solely payable to the Company or any Subsidiary thereof (for the
      avoidance of doubt, whether such Equity Interests are perpetual or otherwise),
      or (iii) make any payment of principal of or any interest or premium on or
      repay, repurchase or redeem any debt securities of the Company that rank
pari passu in all respects with or junior in interest to the Securities
      (other than (A) repurchases, redemptions or other acquisitions of Equity
      Interests of the Company in connection with any employment contract, benefit
      plan or other similar arrangement with or for the benefit of any one or more
      employees, officers, directors or consultants, in connection with a dividend
      reinvestment or stockholder stock purchase or similar plan with respect to
      any
      Equity Interests or in connection with the issuance of Equity Interests of
      the
      Company (or securities convertible into or exercisable for such Equity
      Interests) as consideration in an acquisition transaction entered into prior
      to
      the applicable Event of Default or Extension Period, (B) as a result of an
      exchange or conversion of any class or series of the Company’s Equity Interests
      (or any Equity Interests of a Subsidiary of the Company) for any class or series
      of the Company’s Equity Interests or of any class or series of the Company’s
      indebtedness for any class or series of the Company’s Equity Interests, (C) the
      purchase of fractional interests in Equity Interests of the Company pursuant
      to
      the conversion or exchange provisions of such Equity Interests or the security
      being converted or exchanged, (D) any declaration of a dividend in connection
      with any Rights Plan, the issuance of rights, Equity Interests or other property
      under any Rights Plan or the redemption or repurchase of rights pursuant
      thereto, or (E) any dividend in the form of Equity Interests, warrants, options
      or other rights where the dividend Equity Interests or the Equity Interests
      issuable upon exercise of such warrants, options or other rights are the same
      Equity Interests as those on which the dividend is being paid or rank pari
      passu with or junior to such Equity Interests).

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

    (b)  The
      Company also covenants with each Holder of Securities (i) to hold, directly
      or
      indirectly, one hundred percent (100%) of the Common Securities of the Trust,
      provided, that any permitted successor of the Company hereunder may
      succeed to the Company’s ownership of such Common Securities, (ii) as holder of
      such Common Securities, not to voluntarily dissolve, wind-up or liquidate the
      Trust other than (A) in connection with a distribution of the Securities to
      the
      holders of the Preferred Securities in liquidation of the Trust or (B) in
      connection with certain mergers, consolidations or amalgamations permitted
      by
      the Trust Agreement and (iii) to use its reasonable commercial efforts,
      consistent with the terms and provisions of the Trust Agreement, to cause the
      Trust to continue to be taxable as a grantor trust and not as a corporation
      for
      United States Federal income tax purposes.

     

    SECTION
      10.7.  Waiver
      of Covenants.

     

    The
      Company may omit in any particular instance to comply with any covenant or
      condition contained in Section 10.6 if, before or after the time for such
      compliance, the Holders of at least a majority in aggregate principal amount
      of
      the Outstanding Securities shall, by Act of such Holders, and at least a
      majority of the aggregate Liquidation Amount of the Preferred Securities then
      outstanding, by consent of such holders, either waive such compliance in such
      instance or generally waive compliance with such covenant or condition, but
      no
      such waiver shall extend to or affect such covenant or condition except to
      the
      extent so expressly waived, and, until such waiver shall become effective,
      the
      obligations of the Company in respect of any such covenant or condition shall
      remain in full force and effect.

     

    SECTION
      10.8.  Treatment
      of Securities.

     

    The
      Company will treat the Securities as indebtedness, and the amounts (other than
      payments of principal) payable in respect of the principal amount of such
      Securities as interest, for all U.S. federal income tax purposes.  All
      payments in respect of the Securities will be made free and clear of U.S.
      withholding tax to any beneficial owner thereof that has provided an Internal
      Revenue Service Form W-9 or W-8BEN (or any substitute or successor form)
      establishing its U.S. or non-U.S. status for U.S. federal income tax
      purposes.

     

    ARTICLE
      XI

     

    Redemption
      of Securities

     

    SECTION
      11.1.  Optional
      Redemption.

     

    The
      Company may, at its option, on any Interest Payment Date, on or after October
      30, 2012, redeem the Securities in whole at any time or in part from time to
      time, at a Redemption Price equal to one hundred percent (100%) of the principal
      amount thereof (or of the redeemed portion thereof, as applicable), together,
      in
      the case of any such redemption, with accrued interest, including any Additional
      Interest, to but excluding the date fixed for redemption; provided,
      that the Company shall have received the prior approval of the Federal Reserve
      with respect to such redemption if then required.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

    SECTION
      11.2.  Special
      Event Redemption.

     

    Upon
      the
      occurrence and during the continuation of a Special Event, the Company may,
      at
      its option, redeem the Securities, in whole but not in part, at a redemption
      price equal to one hundred three and one half (103.50%) percent of the principal
      amount thereof, if the redemption occurs prior to October 30, 2008, and
      thereafter at a redemption price equal to the percentage of the principal amount
      of the Securities that is specified below, together, in the case of any such
      redemption, with accrued interest, including any Additional Interest, to but
      excluding the date fixed for redemption (the “Special Event Redemption
      Price”):

     

    
      	
              
                Special
                  Event Redemption During

              

              
                the
                  12-Month Period Beginning October 30,

                 

              

            	
              
                Percentage
                  of Principal Amount

                 

              

            
	
              2008

            	
              102.80%

            
	
              2009

            	
              102.10%

            
	
              2010

            	
              101.40%

            
	
              2011

            	
              100.70%

            
	
              2012
                and thereafter

            	
              100.00%

            
	 	 


    

    ;
      provided, that the Company shall have received the prior approval of
      the Federal Reserve with respect to such redemption if then
      required.

     

    SECTION
      11.3.  Election
      to Redeem; Notice to Trustee.

     

    The
      election of the Company to redeem any Securities, in whole or in part, shall
      be
      evidenced by or pursuant to a Board Resolution.  In case of any
      redemption at the election of the Company, the Company shall, not less than
      thirty (30) days and not more than sixty (60) days prior to the Redemption
      Date
      (unless a shorter notice shall be satisfactory to the Trustee), notify the
      Trustee and the Property Trustee under the Trust Agreement in writing of such
      date and of the principal amount of the Securities to be redeemed and provide
      the additional information required to be included in the notice or notices
      contemplated by Section 11.5. In the case of any redemption of
      Securities, in whole or in part, (a) prior to the expiration of any restriction
      on such redemption provided in this Indenture or the Securities or (b) pursuant
      to an election of the Company which is subject to a condition specified in
      this
      Indenture or the Securities, the Company shall furnish the Trustee with an
      Officers’ Certificate and an Opinion of Counsel evidencing compliance with such
      restriction or condition.

     

    SECTION
      11.4.  Selection
      of Securities to be Redeemed.

     

    (a)  If
      less
      than all the Securities are to be redeemed, the particular Securities to be
      redeemed shall be selected and redeemed on a pro rata basis not more than sixty
      (60) days prior to the Redemption Date by the Trustee from the Outstanding
      Securities not previously called for redemption, provided, that the
      unredeemed portion of the principal amount of any Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security.

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    (b)  The
      Trustee shall promptly notify the Company in writing of the Securities selected
      for redemption and, in the case of any Securities selected for partial
      redemption, the principal amount thereof to be redeemed. For all purposes of
      this Indenture, unless the context otherwise requires, all provisions relating
      to the redemption of Securities shall relate, in the case of any Security
      redeemed or to be redeemed only in part, to the portion of the principal amount
      of such Security that has been or is to be redeemed.

     

    (c)  The
      provisions of paragraphs (a) and (b) of this Section 11.4 shall not apply
      with respect to any redemption affecting only a single Security, whether such
      Security is to be redeemed in whole or in part. In the case of any such
      redemption in part, the unredeemed portion of the principal amount of the
      Security shall be in an authorized denomination (which shall not be less than
      the minimum authorized denomination) for such Security.

     

    SECTION
      11.5.  Notice
      of Redemption.

     

    (a)  Notice
      of
      redemption shall be given not later than the thirtieth (30th) day, and not
      earlier than the sixtieth (60th) day, prior to the Redemption Date to each
      Holder of Securities to be redeemed, in whole or in part (unless a shorter
      notice shall be satisfactory to the Property Trustee under the related Trust
      Agreement).

     

    (b)  With
      respect to Securities to be redeemed, in whole or in part, each notice of
      redemption shall state:

     

    (i)  the
      Redemption Date;

     

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

     

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

     

    (iv)  that
      on
      the Redemption Date, the Redemption Price will become due and payable upon
      each
      such Security or portion thereof, and that any interest (including any
      Additional Interest) on such Security or such portion, as the case may be,
      shall
      cease to accrue on and after said date; and

     

    (v)  the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price.

     

    (c)  Notice
      of
      redemption of Securities to be redeemed, in whole or in part, at the election
      of
      the Company shall be given by the Company or, at the Company’s request, by the
      Trustee in the name and at the expense of the Company and shall be irrevocable.
      The notice if mailed in the manner provided above shall be conclusively presumed
      to have been duly given, 

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

    whether
      or not the Holder receives such notice. In any case, a failure to give such
      notice by mail or any defect in the notice to the Holder of any Security
      designated for redemption as a whole or in part shall not affect the validity
      of
      the proceedings for the redemption of any other Security.

     

    SECTION
      11.6.  Deposit
      of Redemption Price.

     

    Prior
      to
      10:00 a.m., New York City time, on the Redemption Date specified in the notice
      of redemption given as provided in Section 11.5, the Company will deposit
      with the Trustee or with one or more Paying Agents (or if the Company is acting
      as its own Paying Agent, the Company will segregate and hold in trust as
      provided in Section 10.2) an amount of money sufficient to pay the
      Redemption Price of, and any accrued interest (including any Additional
      Interest) on, all the Securities (or portions thereof) that are to be redeemed
      on that date.

     

    SECTION
      11.7.  Payment
      of Securities Called for Redemption.

     

    (a)  If
      any
      notice of redemption has been given as provided in Section 11.5, the
      Securities or portion of Securities with respect to which such notice has been
      given shall become due and payable on the date and at the place or places stated
      in such notice at the applicable Redemption Price, together with accrued
      interest (including any Additional Interest) to the Redemption Date. On
      presentation and surrender of such Securities at a Place of Payment specified
      in
      such notice, the Securities or the specified portions thereof shall be paid
      and
      redeemed by the Company at the applicable Redemption Price, together with
      accrued interest (including any Additional Interest) to the Redemption
      Date.

     

    (b)  Upon
      presentation of any Security redeemed in part only, the Company shall execute
      and upon receipt thereof the Trustee shall authenticate and deliver to the
      Holder thereof, at the expense of the Company, a new Security or Securities,
      of
      authorized denominations, in aggregate principal amount equal to the unredeemed
      portion of the Security so presented and having the same Original Issue Date,
      Stated Maturity and terms.

     

    (c)  If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal of and any premium on such Security shall, until
      paid,
      bear interest from the Redemption Date at the rate prescribed therefor in the
      Security.

     

    ARTICLE
      XII

     

    Subordination
      of Securities

     

    SECTION
      12.1.  Securities
      Subordinate to Senior Debt.

     

    The
      Company covenants and agrees, and each Holder of a Security, by its acceptance
      thereof, likewise covenants and agrees, that, to the extent and in the manner
      hereinafter set forth in this Article XII, the payment of the principal
      of and any premium and interest (including any Additional Interest) on each
      and
      all of the Securities are hereby expressly made subordinate and subject in
      right
      of payment to the prior payment in full of all Senior Debt.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    SECTION
      12.2.  No
      Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution,
      Etc.

     

    (a)  In
      the
      event and during the continuation of any default by the Company in the payment
      of any principal of or any premium or interest on any Senior Debt (following
      any
      grace period, if applicable) when the same becomes due and payable, whether
      at
      maturity or at a date fixed for prepayment or by declaration of acceleration
      or
      otherwise, then, upon written notice of such default to the Company by the
      holders of such Senior Debt or any trustee therefor, unless and until such
      default shall have been cured or waived or shall have ceased to exist, no direct
      or indirect payment (in cash, property, securities, by set-off or otherwise)
      shall be made or agreed to be made on account of the principal of or any premium
      or interest (including any Additional Interest) on any of the Securities, or
      in
      respect of any redemption, repayment, retirement, purchase or other acquisition
      of any of the Securities.

     

    (b)  In
      the
      event of a bankruptcy, insolvency or other proceeding described in clause (e)
      or
      (f) of the definition of Event of Default (each such event, if any, herein
      sometimes referred to as a “Proceeding”), all Senior Debt (including
      any interest thereon accruing after the commencement of any such proceedings)
      shall first be paid in full before any payment or distribution, whether in
      cash,
      securities or other property, shall be made to any Holder of any of the
      Securities on account thereof. Any payment or distribution, whether in cash,
      securities or other property (other than securities of the Company or any other
      entity provided for by a plan of reorganization or readjustment the payment
      of
      which is subordinate, at least to the extent provided in these subordination
      provisions with respect to the indebtedness evidenced by the Securities, to
      the
      payment of all Senior Debt at the time outstanding and to any securities issued
      in respect thereof under any such plan of reorganization or readjustment),
      which
      would otherwise (but for these subordination provisions) be payable or
      deliverable in respect of the Securities shall be paid or delivered directly
      to
      the holders of Senior Debt in accordance with the priorities then existing
      among
      such holders until all Senior Debt  (including any interest thereon
      accruing after the commencement of any Proceeding) shall have been paid in
      full.

     

    (c)  In
      the
      event of any Proceeding, after payment in full of all sums owing with respect
      to
      Senior Debt, the Holders of the Securities, together with the holders of any
      obligations of the Company ranking on a parity with the Securities, shall be
      entitled to be paid from the remaining assets of the Company the amounts at
      the
      time due and owing on account of unpaid principal of and premium, if any, and
      interest (including any Additional Interest) on the Securities and such other
      obligations before any payment or other distribution, whether in cash, property
      or otherwise, shall be made on account of any Equity Interests or any
      obligations of the Company ranking junior to the Securities and such other
      obligations. If, notwithstanding the foregoing, any payment or distribution
      of
      any character or any security, whether in cash, securities or other property
      (other than securities of the Company or any other entity provided for by a
      plan
      of reorganization or readjustment the payment of which is subordinate, at least
      to the extent provided in these subordination provisions with respect to the
      indebtedness evidenced by the Securities, to the payment of all Senior Debt
      at
      the time outstanding and to any securities issued in respect thereof under
      any
      such plan of reorganization or readjustment) shall be received by the Trustee
      or
      any Holder in contravention of any of the terms hereof and before all Senior
      Debt shall have been paid in full, such payment or distribution or security
      shall be received in trust for the benefit of, and shall be paid over or
      delivered and transferred to, the holders of the 

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

    Senior
      Debt at the time outstanding in accordance with the priorities then existing
      among such holders for application to the payment of all Senior Debt remaining
      unpaid, to the extent necessary to pay all such Senior Debt (including any
      interest thereon accruing after the commencement of any Proceeding) in full.
      In
      the event of the failure of the Trustee or any Holder to endorse or assign
      any
      such payment, distribution or security, each holder of Senior Debt is hereby
      irrevocably authorized to endorse or assign the same.

     

    (d)  The
      Trustee and the Holders, at the expense of the Company, shall take such
      reasonable action  (including the delivery of this Indenture to an
      agent for any holders of Senior Debt or consent to the filing of a financing
      statement with respect hereto) as may, in the opinion of counsel designated
      by
      the holders of a majority in principal amount of the Senior Debt at the time
      outstanding, be necessary or appropriate to assure the effectiveness of the
      subordination effected by these provisions.

     

    (e)  The
      provisions of this Section 12.2 shall not impair any rights, interests,
      remedies or powers of any secured creditor of the Company in respect of any
      security interest the creation of which is not prohibited by the provisions
      of
      this Indenture.

     

    (f)  The
      securing of any obligations of the Company, otherwise ranking on a parity with
      the Securities or ranking junior to the Securities, shall not be deemed to
      prevent such obligations from constituting, respectively, obligations ranking
      on
      a parity with the Securities or ranking junior to the Securities.

     

    SECTION
      12.3.  Payment
      Permitted If No Default.

     

    Nothing
      contained in this Article XII or elsewhere in this Indenture or in any of
      the Securities shall prevent (a) the Company, at any time, except during the
      pendency of the conditions described in paragraph (a) of Section 12.2 or
      of any Proceeding referred to in Section 12.2, from making payments
      at any time of principal of and any premium or interest (including any
      Additional Interest) on the Securities or (b) the application by the Trustee
      of
      any moneys deposited with it hereunder to the payment of or on account of the
      principal of and any premium or interest (including any Additional Interest)
      on
      the Securities or the retention of such payment by the Holders, if, at the
      time
      of such application by the Trustee, it did not have knowledge (in accordance
      with Section 12.8) that such payment would have been prohibited by the
      provisions of this Article XII, except as provided in Section
      12.8.

     

    SECTION
      12.4.  Subrogation
      to Rights of Holders of Senior Debt.

     

    Subject
      to the payment in full of all amounts due or to become due on all Senior Debt,
      or the provision for such payment in cash or cash equivalents or otherwise
      in a
      manner satisfactory to the holders of Senior Debt, the Holders of the Securities
      shall be subrogated to the extent of the payments or distributions made to
      the
      holders of such Senior Debt pursuant to the provisions of this Article
      XII (equally and ratably with the holders of all indebtedness of the Company
      that by its express terms is subordinated to Senior Debt of the Company to
      substantially the same extent as the Securities are subordinated to the Senior
      Debt and is entitled to like rights of subrogation by reason of any payments
      or
      distributions made to holders of such Senior Debt) to the rights of the holders
      of such Senior Debt to receive payments and distributions of cash, 

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

    property
      and securities applicable to the Senior Debt until the principal of and any
      premium and interest (including any Additional Interest) on the Securities
      shall
      be paid in full. For purposes of such subrogation, no payments or distributions
      to the holders of the Senior Debt of any cash, property or securities to which
      the Holders of the Securities or the Trustee would be entitled except for the
      provisions of this Article XII, and no payments made pursuant to the
      provisions of this Article XII to the holders of Senior Debt by Holders
      of the Securities or the Trustee, shall, as among the Company, its creditors
      other than holders of Senior Debt, and the Holders of the Securities, be deemed
      to be a payment or distribution by the Company to or on account of the Senior
      Debt.

     

    SECTION
      12.5.  Provisions
      Solely to Define Relative Rights.

     

    The
      provisions of this Article XII are and are intended solely for the
      purpose of defining the relative rights of the Holders of the Securities on
      the
      one hand and the holders of Senior Debt on the other hand. Nothing contained
      in
      this Article XII or elsewhere in this Indenture or in the Securities is
      intended to or shall (a) impair, as between the Company and the Holders of
      the
      Securities, the obligations of the Company, which are absolute and
      unconditional, to pay to the Holders of the Securities the principal of and
      any
      premium and interest (including any Additional Interest) on the Securities
      as
      and when the same shall become due and payable in accordance with their terms,
      (b) affect the relative rights against the Company of the Holders of the
      Securities and creditors of the Company other than their rights in relation
      to
      the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
      Security (or to the extent expressly provided herein, the holder of any
      Preferred Security) from exercising all remedies otherwise permitted by
      applicable law upon default under this Indenture, including filing and voting
      claims in any Proceeding, subject to the rights, if any, under this Article
      XII of the holders of Senior Debt to receive cash, property and securities
      otherwise payable or deliverable to the Trustee or such Holder.

     

    SECTION
      12.6.  Trustee
      to Effectuate Subordination.

     

    Each
      Holder of a Security by his or her acceptance thereof authorizes and directs
      the
      Trustee on his or her behalf to take such action as may be necessary or
      appropriate to acknowledge or effectuate the subordination provided in this
      Article XII and appoints the Trustee his or her attorney-in-fact for any
      and all such purposes.

     

    SECTION
      12.7.  No
      Waiver of Subordination Provisions.

     

    (a)  No
      right
      of any present or future holder of any Senior Debt to enforce subordination
      as
      herein provided shall at any time in any way be prejudiced or impaired by any
      act or failure to act on the part of the Company or by any act or failure to
      act, in good faith, by any such holder, or by any noncompliance by the Company
      with the terms, provisions and covenants of this Indenture, regardless of any
      knowledge thereof that any such holder may have or be otherwise charged
      with.

     

    (b)  Without
      in any way limiting the generality of paragraph (a) of this Section 12.7,
      the holders of Senior Debt may, at any time and from to time, without the
      consent of or notice to the Trustee or the Holders of the Securities, without
      incurring responsibility to such Holders of 

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

    the
      Securities and without impairing or releasing the subordination provided in
      this
Article XII or the obligations hereunder of such Holders of the
      Securities to the holders of Senior Debt, do any one or more of the following:
      (i) change the manner, place or terms of payment or extend the time of payment
      of, or renew or alter, Senior Debt, or otherwise amend or supplement in any
      manner Senior Debt or any instrument evidencing the same or any agreement under
      which Senior Debt is outstanding, (ii) sell, exchange, release or otherwise
      deal
      with any property pledged, mortgaged or otherwise securing Senior Debt, (iii)
      release any Person liable in any manner for the payment of Senior Debt and
      (iv)
      exercise or refrain from exercising any rights against the Company and any
      other
      Person.

     

    SECTION
      12.8.  Notice
      to Trustee.

     

    (a)  The
      Company shall give prompt written notice to a Responsible Officer of the Trustee
      of any fact known to the Company that would prohibit the making of any payment
      to or by the Trustee in respect of the Securities. Notwithstanding the
      provisions of this Article XII or any other provision of this Indenture,
      the Trustee shall not be charged with knowledge of the existence of any facts
      that would prohibit the making of any payment to or by the Trustee in respect
      of
      the Securities, unless and until a Responsible Officer of the Trustee shall
      have
      received written notice thereof from the Company or a holder of Senior Debt
      or
      from any trustee, agent or representative therefor; provided, that if
      the Trustee shall not have received the notice provided for in this Section
      12.8 at least two Business Days prior to the date upon which by the terms
      hereof any monies may become payable for any purpose (including, the payment
      of
      the principal of and any premium on or interest (including any Additional
      Interest) on any Security), then, anything herein contained to the contrary
      notwithstanding, the Trustee shall have full power and authority to receive
      such
      monies and to apply the same to the purpose for which they were received and
      shall not be affected by any notice to the contrary that may be received by
      it
      within two Business Days prior to such date.

     

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

     

    SECTION
      12.9.  Reliance
      on Judicial Order or Certificate of Liquidating Agent.

     

    Upon
      any
      payment or distribution of assets of the Company referred to in this Article
      XII, the Trustee and the Holders of the Securities shall be entitled to
      conclusively rely upon any order or decree entered by any court of competent
      jurisdiction in which such Proceeding is pending, or a certificate of the
      trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
      the 

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

    benefit
      of creditors, agent or other Person making such payment or distribution,
      delivered to the Trustee or to the Holders of Securities, for the purpose of
      ascertaining the Persons entitled to participate in such payment or
      distribution, the holders of the Senior Debt and other indebtedness of the
      Company, the amount thereof or payable thereon, the amount or amounts paid
      or
      distributed thereon and all other facts pertinent thereto or to this Article
      XII.

     

    SECTION
      12.10.  Trustee
      Not Fiduciary for Holders of Senior Debt.

     

    The
      Trustee, in its capacity as trustee under this Indenture, shall not owe or
      be
      deemed to owe any fiduciary duty to the holders of Senior Debt and shall not
      be
      liable to any such holders if it shall in good faith mistakenly pay over or
      distribute to Holders of Securities or to the Company or to any other Person
      cash, property or securities to which any holders of Senior Debt shall be
      entitled by virtue of this Article XII or otherwise.

     

    SECTION
      12.11.  Rights
      of Trustee as Holder of Senior Debt; Preservation of Trustee’s
      Rights.

     

    The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article XII with respect to any Senior Debt that may at any time
      be held by it, to the same extent as any other holder of Senior Debt, and
      nothing in this Indenture shall deprive the Trustee of any of its rights as
      such
      holder. With respect to the holders of Senior Debt of the Company, the Trustee
      undertakes to perform only such of its obligations as are specifically set
      forth
      in this Article XII, and no implied covenants or obligations with respect to
      the
      holders of such Senior Debt shall be read into this Indenture against the
      Trustee.  Nothing in this Article XII shall apply to claims of, or
      payments to, the Trustee under or pursuant to Section 6.6.

     

    SECTION
      12.12.  Article
      Applicable to Paying Agents.

     

    If
      at any
      time any Paying Agent other than the Trustee shall have been appointed by the
      Company and be then acting hereunder, the term “Trustee” as used in
      this Article XII shall in such case (unless the context otherwise
      requires) be construed as extending to and including such Paying Agent within
      its meaning as fully for all intents and purposes as if such Paying Agent were
      named in this Article XII in addition to or in place of the Trustee;
provided, that Sections12.8 and 12.11 shall not
      apply to the Company or any Affiliate of the Company if the Company or such
      Affiliate acts as Paying Agent.

     

    This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.  Delivery of an
      executed signature page of this Indenture by facsimile transmission shall be
      effective as delivery of a manually executed counterpart hereof.

     

    *
      * *
      *

     

    



    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    


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

     

    HARLEYSVILLE
      NATIONAL CORPORATION

     

    


     

    


     

    By:   /s/
      Paul D. Geraghty        

     

    Name:  Paul
      D.
      Geraghty

    Title:    Chief
      Executive Officer and President

     

    WILMINGTON
      TRUST COMPANY, not in its 

    individual
      capacity, but solely as Trustee

     

    
 

     

    By:   /s/
      W. T. Morris, II            

     

    Name:  W.
      Thomas Morris,
      II

    Title:     Assistant
      Vice President

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [SIGNATURE
      PAGE – JUNIOR SUBORDINATED INDENTURE AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  Schedule
            A      

           
    

      

    


    DETERMINATION
      OF LIBOR

     

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

     

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

     

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

     

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

     


    
      
              

          
            	              

                                    Schedule
                      A-1              
            

    

        

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  Exhibit
            A      

           
    

      

    


    [FORM
      OF
      JUNIOR SUBORDINATED NOTE DUE 2037]

     

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

     

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

     

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

     

    THE
      HOLDER OF THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT
      (A)
      SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO
      THE
      COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (III) TO AN INSTITUTIONAL
      “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
      (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
      ITS
      OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” WITHIN THE MEANING
      OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT,
      FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
      CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    ACT,
      IN
      EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
      THE
      UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III),
      SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL ADDRESSING
      COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION SATISFACTORY
      TO
      IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF
      THE
      RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

    
       

    

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

     

    THE
      HOLDER OF THIS SECURITY, OR ANY
      INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS
      AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT
      ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS
      INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO
      PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR
      ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
      EXEMPTIVE RELIEF AVAILABLE UNDER SECTION 408(b)(17) OF ERISA, U.S. DEPARTMENT
      OF
      LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
      OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,
      OR
      ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
      4975
      OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
      OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
      BY
      ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
      PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    THE
      CODE
      IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
      BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
      ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
      PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
      406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS
      NOT
      AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.

     

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

     


    
      
              

          A-3
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  Exhibit
            A      

           
    

      

    


    Harleysville
      National Corporation

     

    Junior
      Subordinated Note due 2037

     

    No.
      001                                                                                                                         $23,196,000

     

    Harleysville
      National Corporation, a corporation organized and existing under the laws of
      Pennsylvania (hereinafter called the “Company,” which term includes any
      successor Person under the Indenture hereinafter referred to), for value
      received, hereby promises to pay to HNC Statutory Trust IV (the “Holder”), or
      registered assigns, the principal sum of $23,196,000 DOLLARS [if the
      Security is a Global Security, then insert— or such other principal amount
      represented hereby as may be set forth in the records of the Securities
      Registrar hereinafter referred to in accordance with the Indenture] on October
      30, 2037.  The Company further promises to pay interest on said
      principal sum from August 22, 2007, or from the most recent Interest Payment
      Date to which interest has been paid or duly provided for, quarterly (subject
      to
      deferral as set forth herein) in arrears on January 30, April 30, July 30,
      and
      October 30 of each year, commencing on October 30, 2007, or if any such day
      is
      not a Business Day, on the next succeeding Business Day (and no interest shall
      accrue in respect of the amounts whose payment is so delayed for the period
      from
      and after such Interest Payment Date until such next succeeding Business Day),
      except that, if such Business Day falls in the next succeeding calendar year,
      such payment shall be made on the immediately preceding Business Day, in each
      case, with the same force and effect as if made on the Interest Payment Date,
      at
      a fixed rate per annum equal to 6.35% through the Interest Payment Date in
      October 2012, and a variable rate per annum, reset quarterly, equal to LIBOR
      plus 1.28% thereafter, together with Additional Tax Sums, if any, as provided
      in
Section 10.5 of the Indenture, until the principal hereof is paid or duly
      provided for or made available for payment; provided, that any overdue
      principal, premium, if any, or Additional Tax Sums and any overdue installment
      of interest shall bear Additional Interest (to the extent that the payment
      of
      such interest shall be legally enforceable) at a fixed rate per annum equal
      to
      6.35% through the Interest Payment Date in October 2012, and a variable rate
      per
      annum, reset quarterly, equal to LIBOR plus 1.28% thereafter, compounded
      quarterly, from the dates such amounts are due until they are paid or made
      available for payment, and such interest shall be payable on
      demand.

     

    The
      amount of interest payable for any interest period shall be computed and paid
      on
      the basis of a 360-day year and the actual number of days elapsed in the
      relevant interest period. The interest so payable, and punctually paid or duly
      provided for, on any Interest Payment Date shall, as provided in the Indenture,
      be paid to the Person in whose name this Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest installment.  Any such interest not so punctually
      paid or duly provided for shall forthwith cease to be payable to the Holder
      on
      such Regular Record Date and may either be paid to the Person in whose name
      this
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on a Special Record Date for the payment of such Defaulted Interest
      to
      be fixed by the Trustee, notice whereof shall be given to Holders of Securities
      not less than ten (10) days prior to such Special Record Date, or be paid at
      any
      time in any other lawful manner not inconsistent with the requirements of any
      securities exchange or automated quotation system on which the Securities may
      be
      listed, traded or quoted and upon such notice as may be required by such
      exchange or automated quotation system, all as more fully provided in the
      Indenture.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    So
      long
      as no Event of Default pursuant to Sections 5.1(c), (e),
(f), (g) or (h) of the Indenture has occurred and
      is
      continuing, the Company shall have the right, at any time and from time to
      time
      during the term of this Security, to defer the payment of interest on this
      Security for a period of up to twenty (20) consecutive quarterly interest
      payment periods (each such period, an “Extension Period”), during which
      Extension Period(s), no interest shall be due and payable (except any Additional
      Tax Sums that may be due and payable).  No Extension Period shall end
      on a date other than an Interest Payment Date, and no Extension Period shall
      extend beyond the Stated Maturity of the principal of this
      Security.  No interest shall be due and payable during an Extension
      Period (except any Additional Tax Sums that may be due and payable), except
      at
      the end thereof, but each installment of interest that would otherwise have
      been
      due and payable during such Extension Period shall bear Additional Interest
      (to
      the extent payment of such interest would be legally enforceable) at a fixed
      rate per annum equal to 6.35% through the Interest Payment Date in October
      2012,
      and a variable rate per annum, reset quarterly, equal to LIBOR plus 1.28%
      thereafter, compounded quarterly, from the dates on which amounts would have
      otherwise been due and payable until paid or made available for
      payment.  At the end of any such Extension Period, the Company shall
      pay all interest then accrued and unpaid on this Security, together with such
      Additional Interest.  Prior to the termination of any such Extension
      Period, the Company may further defer the payment of interest;
provided, that (i) all such previous and further extensions comprising
      such Extension Period do not exceed twenty (20) quarterly interest payment
      periods, (ii) no Extension Period shall end on a date other than an Interest
      Payment Date and (iii) no Extension Period shall extend beyond the Stated
      Maturity of the principal of this Security.  Upon the termination of
      any such Extension Period and upon the payment of all accrued and unpaid
      interest and any Additional Interest then due on any Interest Payment Date,
      the
      Company may elect to begin a new Extension Period; provided, that (i)
      such Extension Period does not exceed twenty (20) quarterly interest payment
      periods, (ii) no Extension Period shall end on a date other than an Interest
      Payment Date, (iii) no Extension Period shall extend beyond the Stated Maturity
      of the principal of this Security and (iv) no Event of Default pursuant to
      Sections 5.1(c), (e), (f), (g) or (h) has
      occurred and is continuing.  The Company shall give (i) the Holder of
      this Security, (ii) the Trustee, (iii) the Property Trustee and (iv) any
      beneficial owner of the Preferred Securities reasonably identified to the
      Company (which identification may be made either by such beneficial owner or
      by
      the Purchaser) written notice of its election to begin any such Extension Period
      no later than the close of business on the fifteenth (15th) Business
      Day
      prior to the next succeeding Interest Payment Date on which interest on this
      Security would be payable but for such deferral.

     

    During
      any such Extension Period, the Company shall not (i) declare or pay any
      dividends or distributions on, or redeem, purchase, acquire or make a
      liquidation payment with respect to, any of the Company’s Equity Interests, (ii)
      vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
      or pay any dividends or distributions on, or redeem, purchase, acquire or make
      a
      liquidation payment with respect to or otherwise retire, any of such
      Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of
      return, other than dividends or distributions on Equity Interests issued by
      any
      Subsidiary solely payable to the Company or any Subsidiary thereof (for the
      avoidance of doubt, whether such Equity Interests are perpetual or otherwise),
      or (iii) make any payment of principal of or any interest or premium on or
      repay, repurchase or redeem any debt securities of the Company that rank
pari passu in all respects with or junior in interest to this Security
      (other than (a) repurchases, redemptions or other acquisitions of Equity
      Interests of the Company in connection with (1) any employment 

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    contract,
      benefit plan or other similar arrangement with or for the benefit of any one
      or
      more employees, officers, directors or consultants, (2) a dividend reinvestment
      or stockholder stock purchase or similar plan with respect to any Equity
      Interests or (3) the issuance of Equity Interests of the Company (or securities
      convertible into or exercisable for such Equity Interests) as consideration
      in
      an acquisition transaction entered into prior to the applicable Extension
      Period, (b) as a result of an exchange or conversion of any class or series
      of
      the Company’s Equity Interests (or any Equity Interests of a Subsidiary of the
      Company) for any class or series of the Company’s Equity Interests or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s Equity Interests, (c) the purchase of fractional interests in Equity
      Interests of the Company pursuant to the conversion or exchange provisions
      of
      such Equity Interests or the security being converted or exchanged, (d) any
      declaration of a dividend in connection with any Rights Plan, the issuance
      of
      rights, Equity Interests or other property under any Rights Plan, or the
      redemption or repurchase of rights pursuant thereto or (e) any dividend in
      the
      form of Equity Interests, warrants, options or other rights where the dividend
      Equity Interests or the Equity Interests issuable upon exercise of such
      warrants, options or other rights are the same Equity Interests as those on
      which the dividend is being paid or rank pari passu with or junior to
      such Equity Interests).

     

    Payment
      of principal of, premium, if any, and interest on this Security shall be made
      in
      such coin or currency of the United States of America as at the time of payment
      is legal tender for payment of public and private debts.  Payments of
      principal, premium, if any, and interest due at the Maturity of this Security
      shall be made at the office or agency of the Company maintained for that purpose
      in the Place of Payment upon surrender of such Securities to the Paying Agent,
      and payments of interest shall be made, subject to such surrender where
      applicable, by wire transfer at such place and to such account at a banking
      institution in the United States as may be designated in writing to the Paying
      Agent at least ten (10) Business Days prior to the date for payment by the
      Person entitled thereto unless proper written wire transfer instructions have
      not been received by the relevant record date, in which case such payments
      shall
      be made by check mailed to the address of such Person as such address shall
      appear in the Security Register.  Notwithstanding the foregoing, so
      long as the Holder of this Security is the Property Trustee, the payment of
      the
      principal of (and premium, if any) and interest (including any overdue
      installment of interest and Additional Tax Sums, if any) on this Security will
      be made at such place and to such account as may be designated by the Property
      Trustee.

     

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

     

    
      
        A-6

      

      
        
        

        
          

        

      

      
        
        

      

    

    Unless
      the certificate of authentication hereon has been executed by the Trustee by
      manual signature, this Security shall not be entitled to any benefit under
      the
      Indenture or be valid or obligatory for any purpose.

     


    
      
              

          A-7 
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  Exhibit
            A      

           
    

      

    


    IN
      WITNESS WHEREOF, the Company has duly executed this certificate this 22nd day of
      August,
      2007.

     

    HARLEYSVILLE
      NATIONAL CORPORATION

     

    
 

     

    By:

     

    Name:  Paul
      D. Geraghty

     

    Title:    Chief
      Executive Officer and President

     

    


     

    This
      represents Securities referred to in the within-mentioned
      Indenture.

     

    Dated:  August
      22, 2007

     

    WILMINGTON
      TRUST COMPANY, not in its individual capacity but solelyas
      Trustee

    


    By:                                                                

    Authorized
      Officer

     


    
      
              

          A-8
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  Exhibit
            A      

           
    

      

    


    [FORM
      OF
      REVERSE OF SECURITY]

     

    This
      Security is one of a duly authorized issue of securities of the Company (the
      “Securities”) issued under the Junior Subordinated Indenture, dated as
      of August 22, 2007 (the “Indenture”), between the Company and
      Wilmington Trust Company, as Trustee (in such capacity, the “Trustee,”
which term includes any successor trustee under the Indenture), to
      which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights, limitations of rights, duties and immunities
      thereunder of the Company, the Trustee, the holders of Senior Debt and the
      Holders of the Securities, and of the terms upon which the Securities are,
      and
      are to be, authenticated and delivered.

     

    All
      terms
      used in this Security that are defined in the Indenture or in the Amended and
      Restated Trust Agreement, dated as of August 22, 2007 (as modified, amended
      or
      supplemented from time to time, the “Trust Agreement”), relating to HNC
      Statutory Trust IV (the “Trust”), among the Company, as Depositor, the
      trustees named therein and the holders from time to time of the Trust Securities
      issued pursuant thereto, shall have the meanings assigned to them in the
      Indenture or the Trust Agreement, as the case may be.

     

    The
      Company may, on any Interest Payment Date, at its option, upon not less than
      thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
      of the Securities (unless a shorter notice period shall be satisfactory to
      the
      Trustee) on or after October 30, 2012 and subject to the terms and conditions
      of
Article XI of the Indenture, redeem this Security in whole at any time or
      in part from time to time at a Redemption Price equal to one hundred percent
      (100%) of the principal amount hereof, together, in the case of any such
      redemption, with accrued interest, including any Additional Interest, to but
      excluding the date fixed for redemption; provided, that the Company
      shall have received the prior approval of the Federal Reserve if then
      required.

     

    In
      addition, upon the occurrence and during the continuation of a Special Event,
      the Company may, at its option, upon not less than thirty (30) days’ nor more
      than sixty (60) days’ written notice to the Holders of the Securities (unless a
      shorter notice period shall be satisfactory to the Trustee), redeem this
      Security, in whole but not in part, subject to the terms and conditions of
      Article XI of the Indenture at the Special Event Redemption Price;
provided, that the Company shall have received the prior approval
      of
      the Federal Reserve if then required.

     

    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      for the unredeemed portion hereof will be issued in the name of the Holder
      hereof upon the cancellation hereof.  If less than all the Securities
      are to be redeemed, the particular Securities to be redeemed shall be selected
      not more than sixty (60) days prior to the Redemption Date by the Trustee from
      the Outstanding Securities not previously called for redemption, by such method
      as the Trustee shall deem fair and appropriate and which may provide for the
      selection for redemption of a portion of the principal amount of any
      Security.

     

    The
      Indenture permits, with certain exceptions as therein provided, the Company
      and
      the Trustee at any time to enter into a supplemental indenture or indentures
      for
      the purpose of modifying in any manner the rights and obligations of the Company
      and of the Holders of the Securities, with the consent of the Holders of not
      less than a majority in principal amount of the Outstanding Securities. The
      Indenture also contains provisions permitting Holders of specified

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

    percentages
      in principal amount of the Securities, on behalf of the Holders of all
      Securities, to waive compliance by the Company with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Security shall be conclusive
      and binding upon such Holder and upon all future Holders of this Security and
      of
      any Security issued upon the registration of transfer hereof or in exchange
      herefor or in lieu hereof, whether or not notation of such consent or waiver
      is
      made upon this Security.

     

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

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Securities Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company maintained for such purpose, duly endorsed by, or accompanied
      by
      a written instrument of transfer in form satisfactory to the Company and the
      Securities Registrar and duly executed by, the Holder hereof or such Holder’s
      attorney duly authorized in writing, and thereupon one or more new Securities,
      of like tenor, of authorized denominations and for the same aggregate principal
      amount, will be issued to the designated transferee or transferees.

     

    The
      Securities are issuable only in registered form without coupons in minimum
      denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
      As provided in the Indenture and subject to certain limitations therein set
      forth, Securities are exchangeable for a like aggregate principal amount of
      Securities and of like tenor of a different authorized denomination, as
      requested by the Holder surrendering the same.

     

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

     

    The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Security is registered as the owner hereof for all
      purposes, whether or not this Security be overdue, and neither the Company,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      Company and, by its acceptance of this Security or a beneficial interest herein,
      the Holder of, and any Person that acquires a beneficial interest in, this
      Security agree that, for United States federal, state and local tax purposes,
      it
      is intended that this Security constitute indebtedness.

     

    This
      Security shall be construed and
      enforced in accordance with and governed by the laws of the State of New York,
      without reference to its conflict of laws provisions (other than Section 5-1401
      of the General Obligations Law).


    
      
              

          A-10
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  Exhibit
            B      

           
    

      

    


    Form
      of
      Financial Officer’s Certificate

     

    The
      undersigned, the [Chief Financial Officer] [Treasurer] [Assistant Treasurer]
      hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated
      Indenture, dated as of August 22, 2007, between Harleysville National
      Corporation (the “Company”) and Wilmington Trust Company, as
      trustee,  that, as of _______, 20__, the Company had the following
      ratios and balances:

     

    BANK
      HOLDING COMPANY

     

    As
      of
      [Quarterly Financial Dates]

     

    
      	
              Tier
                1 Risk Weighted Assets

            	
               %

            
	
              Ratio
                of Double Leverage

            	
               %

            
	
              Non-Performing
                Assets to Loans and OREO

            	
               %

            
	
              Tangible
                Common Equity as a Percentage of Tangible Assets

            	
               %

            
	
              Ratio
                of Reserves to Non-Performing Loans

            	
               %

            
	
              Ratio
                of Net Charge-Offs to Loans

            	
               %

            
	
              Return
                on Average Assets (annualized)

            	
               %

            
	
              Net
                Interest Margin (annualized)

            	
               %

            
	
              Efficiency
                Ratio

            	
               %

            
	
              Ratio
                of Loans to Assets

            	
               %

            
	
              Ratio
                of Loans to Deposits

            	
               %

            
	
              Double
                Leverage (exclude trust preferred as equity)

            	
               %

            
	
              Total
                Assets

            	
              $      

            
	
              Year
                to Date Income

            	
              $      

            


    

    


    *
      A table
      describing the quarterly report calculation procedures is attached.

     

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

     

    [FOR
      FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
      consolidating financial statements (including the balance sheet and income
      statement) of the Company and its consolidated subsidiaries for the fiscal
      quarter and [six/nine] month period ended _______, 20___.]

     

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

     

     

    
      
        B-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    the
      date,
      and for the [___ quarter interim] [annual] period ended _______, 20__, and
      such
      financial statements have been prepared in accordance with GAAP consistently
      applied throughout the period involved (except as otherwise noted
      therein).

     

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

     

    


     

    


    Name:

    Title:

    


    


    Harleysville
      National Corporation

    483
      Main
      St.

    Harleysville,
      PA  19438

     

    (215)
      513-8851

     

    



    
      
              

          B-2   
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Financial
      Definitions

     

    Bank
      Holding Company

     

    
      	
              Report
                Item

            	
              Corresponding
                FRY-9C or LP Line Items with Line Item corresponding
                Schedules

            	
              Description
                of Calculation

            
	
              Tier
                1 Risk

              Weighted
                Assets

            	
              BHCK7206

              Schedule
                HC-R

            	
              Tier
                1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
                Assets

            
	
              Ratio
                of Double Leverage

            	
              (BHCP0365)/(BCHCP3210)

              Schedule
                PC in the LP

            	
              Total
                equity investments in subsidiaries divided by the total equity capital.
                This field is calculated at the parent company level. “Subsidiaries”
                include bank, bank holding company, and non-bank
                subsidiaries.

            
	
              Non-Performing
                Assets to Loans and OREO

            	
              (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122+BHCK2744)
                Schedules HC-C, HC-M & HC-N

            	
              Total
                Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                Repossessed Assets)/Total Loans+Foreclosed Real Estate

            
	
              Tangible
                Common Equity as a Percentage of Tangible Assets

            	
              (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)

               

              Schedule
                HC

            	
              (Equity
                Capital – Goodwill)/(Total Assets – Goodwill)

            
	
              Ratio
                of Reserves to Non-Performing Loans

            	
              (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)

               

              Schedules
                HC & HC-N & HC-R

            	
              Total
                Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                Loans

              (Nonaccrual
                + Restructured)

            
	
              Ratio
                of Net Charge-Offs to Loans

            	
              (BHCK4635-BHCK4605)/(BHCK3516)

               

              Schedules
                HI-B & HC-K

            	
              Net
                charge offs for the period as a percentage of average
                loans.

            
	
              Return
                on Average Assets (annualized)

            	
              (BHCK4340/BHCK3368)

               

              Schedules
                HI & HC-K

            	
              Net
                Income as a percentage of Assets.

            
	
              Net
                Interest Margin (annualized)

            	
              (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)

               

              Schedules
                HI Memorandum and HC-K

            	
              (Net
                Interest Income Fully Taxable Equivalent, if available/Average Earning
                Assets)

            
	
              Efficiency
                Ratio

            	
              (BHCK4093)/(BHCK4519+BHCK4079)

               

              Schedule
                HI

            	
              (Non-interest
                Expense)/(Net Interest Income Fully Taxable Equivalent, if available,
                plus
                Non-interest Income)

            
	
              Ratio
                of Loans to Assets

            	
              (BHCKB528+BHCK5369)/(BHCK2170)

               

              Schedule
                HC

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Assets

            
	
              Ratio
                of Loans to Deposits

            	
              (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)

               

              Schedule
                HC

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Deposits (Includes Domestic and Foreign
                Deposits)

            


    

     

    
 

    
      
        B-3

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Total
                Assets

            	
              (BHCK2170)

               

              Schedule
                HC

            	
              The
                sum of total assets. Includes cash and balances due from depository
                institutions; securities; federal funds sold and securities purchased
                under agreements to resell; loans and lease financing receivables;
                trading
                assets; premises and fixed assets; other real estate owned; investments
                in
                unconsolidated subsidiaries and associated companies; customer’s liability
                on acceptances outstanding; intangible assets; and other
                assets.

            
	
              Net
                Income

            	
              (BHCK4300)

               

              Schedule
                HI

            	
              The
                sum of income (loss)before extraordinary items and other adjustments
                and
                extraordinary items; and other adjustments, net of income
                taxes.

            


    


    
      
              

          B-4
           

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                      Exhibit
            C      
    

      

    


    FORM
      OF

    OFFICERS’
      CERTIFICATE

    UNDER

    SECTION
      10.3

    Pursuant
      to Section 10.3 of the Junior
      Subordinated Indenture, dated as of August 22, 2007 (as amended or supplemented
      from time to time, the “Indenture”), between Harleysville National Corporation,
      as issuer (the “Company”), and Wilmington Trust Company, as trustee, each of the
      undersigned hereby certifies that, to the knowledge of the undersigned, the
      Company is not in default in the performance or observance of any of the terms,
      provisions or conditions contained in the Indenture (without regard to any
      period of grace or requirement of notice provided under the Indenture), for
      the
      fiscal year ending on December 31, 2007 [, except as follows: specify each
      such default and the nature and status thereof].

    Capitalized
      terms used herein, and not
      otherwise defined herein, have the respective meanings assigned thereto in
      the
      Indenture.

    IN
      WITNESS WHEREOF, the undersigned
      have executed this Officers’ Certificate as of August 22, 2007.

    


    Name:  Paul
      D.
      Geraghty

    Title:     Chief
      Executive Officer and President

    of
      Harleysville National Corporation

    


    


    Name:  George
      S.
      Rapp

    Title:     Chief
      Financial Officer and

    Executive
      Vice President

    of
      Harleysville National
      Corporation

    



    
      
              

                  C-1