ex4-3.htm


    Exhibit
4.3

     

     

    NEW
CENTURY BANK, 

    as
Issuer

     

    to

     

    WILMINGTON
TRUST COMPANY,

    as
Trustee, Paying Agent, Calculation Agent and Securities Registrar

     

     

      
        

      

    

     

    INDENTURE

     

    Dated as
of June 29, 2004

     

     

      
        

      

    

     

    FLOATING
RATE SUBORDINATED DEBT SECURITIES DUE 2014



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


      TABLE OF
CONTENTS

       

      Page       

      
 

      ARTICLE
I

      DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

      


      
        	
                Section
      1.01. Definitions

              	
                1

              
	
                Section
      1.02. Compliance Certificates and Opinions

              	
                6

              
	
                Section
      1.03. Form of Documents Delivered to Trustee

              	
                7

              
	
                Section
      1.04. Notices, etc. to Trustee and Issuer

              	
                8

              
	
                Section
      1.05. Notice to Holders; Waiver

              	
                8

              
	
                Section
      1.06. Effect of Headings and Table of Contents

              	
                8

              
	
                Section
      1.07. Successors and Assigns

              	
                8

              
	
                Section
      1.08. Separability Clause

              	
                8

              
	
                Section
      1.09. Benefits of Indenture

              	
                9

              
	
                Section
      1.10. Governing Law

              	
                9

              
	
                Section
      1.11. Business Day Convention

              	
                9

              


      

      


      ARTICLE
II

      DEBT
SECURITY FORMS

      


      
        	
                Section
      2.01. Forms Generally

              	
                9

              
	
                Section
      2.02. Form of Trustee's Certificate of Authentication

              	
                9

              


      

      


      ARTICLE
III

      THE DEBT
SECURITIES

      


      
        	
                Section
      3.01. Authentication, Delivery and Dating

              	
                10

              
	
                Section
      3.02. Denominations

              	
                10

              
	
                Section
      3.03. Execution

              	
                10

              
	
                Section
      3.04. Registration, Transfer and Exchange

              	
                11

              
	
                Section
      3.05. Mutilated, Destroyed, Lost and Stolen Debt
Securities

              	
                14

              
	
                Section
      3.06. Redemption at Maturity

              	
                15

              
	
                Section
      3.07. Payment of Interest; Interest Rights Preserved

              	
                15

              
	
                Section
      3.08. Additional Amounts

              	
                16

              
	
                Section
      3.09. Cancellation

              	
                17

              
	
                Section
      3.10. Computation of Interest

              	
                18

              
	
                Section
      3.11. CUSIP Numbers

              	
                19

              
	
                Section
      3.12. Persons Deemed Owners

              	
                19

              


      

       

      ARTICLE
IV

      SATISFACTION
AND DISCHARGE

      


      
        	
                Section
      4.01. Satisfaction and Discharge of Indenture

              	
                20

              
	
                Section
      4.02. Application of Trust Money

              	
                21

              
	
                Section
      4.03. Paying Agent to Repay Moneys Held

              	
                21

              


         

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        	
                Section
      4.04. Return of Unclaimed Moneys

              	
                21

              


      

      


      ARTICLE V


      REMEDIES

      


      
        	
                Section
      5.01. Events of Default

              	
                22

              
	
                Section
      5.02. Acceleration of Maturity; Rescission and Annulment

              	
                22

              
	
                Section
      5.03. Defaults; Collection of Indebtedness and Suits for Enforcement by
      Trustee

              	
                23

              
	
                Section
      5.04. Trustee May File Proofs of Claim

              	
                24

              
	
                Section
      5.05. Trustee May Enforce Claims without Possession of Debt
      Securities

              	
                25

              
	
                Section
      5.06. Application of Money Collected

              	
                25

              
	
                Section
      5.07. Limitation on Suits

              	
                25

              
	
                Section
      5.08. Unconditional Right of Holders to Receive Principal and
      Interest

              	
                26

              
	
                Section
      5.09. Restoration of Rights and Remedies

              	
                26

              
	
                Section
      5.10. Right and Remedies Cumulative

              	
                26

              
	
                Section
      5.11. Delay or Omission Not Waiver

              	
                27

              
	
                Section
      5.12. Control by Holders

              	
                27

              
	
                Section
      5.13. Waiver of Past Event of Default

              	
                27

              
	
                Section
      5.14. Undertaking for Costs

              	
                27

              


      

      


      ARTICLE
VI 

      THE
TRUSTEE

      


      
        	
                Section
      6.01. Certain Duties and Responsibilities

              	
                28

              
	
                Section
      6.02. Notice of Defaults

              	
                29

              
	
                Section
      6.03. Certain Rights of Trustee

              	
                29

              
	
                Section
      6.04. Not Responsible for Recitals or Issuance of Debt
      Securities

              	
                30

              
	
                Section
      6.05. May Hold Debt Securities

              	
                30

              
	
                Section
      6.06. Money Held in Trust

              	
                30

              
	
                Section
      6.07. Compensation and Reimbursement

              	
                31

              
	
                Section
      6.08. Disqualification, Conflicting Interests

              	
                32

              
	
                Section
      6.09. Corporate Trustee Required, Eligibility

              	
                32

              
	
                Section
      6.10. Resignation and Removal, Appointment of Successor

              	
                32

              
	
                Section
      6.11. Acceptance of Appointment by Successor

              	
                34

              
	
                Section
      6.12. Merger, Conversion, Consolidation or Succession to
      Business

              	
                34

              
	
                Section
      6.13. Preferential Collection of Claims against Issuer

              	
                34

              
	
                Section
      6.14. Appointment of Authenticating Agent

              	
                34

              


      

       

      ARTICLE
VII

      HOLDERS'
LISTS AND REPORTS BY TRUSTEE AND ISSUER

      


      
        	
                Section
      7.01. Issuer to Furnish Trustee Names and Addresses of
    Holders

              	
                35

              
	
                Section
      7.02. Preservation of Information; Communication to
Holders

              	
                36

              


      

      


      ARTICLE
VIII

      CONCERNING
THE HOLDERS

      


      
        	
                Section
      8.01. Acts of Holders

              	
                37

              


         

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        	
                Section
      8.02. Proof of Ownership; Proof of Execution of Instruments by
      Holders

              	
                37

              
	
                Section
      8.03. Revocation of Consents; Future Holders Bound

              	
                38

              


      

      


      ARTICLE
IX

      HOLDERS'MEETINGS

      


      
        	
                Section
      9.01. Purposes of Meetings

              	
                38

              
	
                Section
      9.02. Call of Meetings by Trustee

              	
                39

              
	
                Section
      9.03. Call of Meetings by Issuer or Holders

              	
                39

              
	
                Section
      9.04. Qualifications for Voting

              	
                39

              
	
                Section
      9.05. Regulations

              	
                39

              
	
                Section
      9.06. Voting

              	
                40

              
	
                Section
      9.07. No Delay of Rights by Meeting

              	
                40

              
	
                Section
      9.08. Quorum; Actions

              	
                40

              


      

      


      ARTICLE
X

      CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

       

      
        	
                Section
      10.01. Issuer May Consolidate, etc., Only on Certain Terms

              	
                41

              
	
                Section
      10.02. Successor Corporation Substituted

              	
                42

              
	
                Section
      10.03. Opinion of Counsel

              	
                42

              


      

      


      ARTICLE
XI 

      SUPPLEMENTAL
INDENTURES

      


      
        	
                Section
      11.01. Supplemental Indentures without Consent of Holders

              	
                42

              
	
                Section
      11.02. Supplemental Indentures with Consent of Holders

              	
                43

              
	
                Section
      11.03. Execution of Supplemental Indentures

              	
                44

              
	
                Section
      11.04. Effect of Supplemental Indentures

              	
                44

              
	
                Section
      11.05. Reference in Debt Securities to Supplemental
    Indentures

              	
                44

              
	
                Section
      11.06. Subordination Unimpaired

              	
                44

              
	
                Section
      11.07. Notice of Supplemental Indenture

              	
                44

              


      

      


      ARTICLE
XII 

      COVENANTS

      


      
        	
                Section
      12.01. Payment of Principal and Interest

              	
                44

              
	
                Section
      12.02. Tax Treatment of the Debt Securities

              	
                45

              
	
                Section
      12.03. Maintenance of Office or Agency

              	
                45

              
	
                Section
      12.04. Money for Debt Securities; Payments To Be Held in
    Trust

              	
                45

              
	
                Section
      12.05. Officers' Certificate as to Default

              	
                47

              
	
                Section
      12.06. Regulatory Reports

              	
                47

              


      

      


      ARTICLE
XIII

      TAX EVENT
REDEMPTION

      


      
        	
                Section
      13.01. Tax Event Redemption

              	
                47

              
	
                Section
      13.02. Notice of Redemption

              	
                48

              


         

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

         

        	
                Section
      13.03. Payment of Debt Securities Called for Redemption

              	
                48

              


      

      


      ARTICLE
XIV

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      


      
        	
                Section
      14.01. Indenture and Debt Securities Solely Corporate
      Obligations

              	
                49

              


      

      


      ARTICLE
XV

      SUBORDINATION
OF DEBT SECURITIES

      


      
        	
                Section
      15.01. Agreement to Subordinate

              	
                49

              
	
                Section
      15.02. Obligation of the Issuer Unconditional

              	
                51

              
	
                Section
      15.03. Limitations on Duties to Holders of Senior
    Indebtedness

              	
                51

              
	
                Section
      15.04. Notice to Trustee of Facts Prohibiting Payments

              	
                51

              
	
                Section
      15.05. Application by Trustee of Moneys Deposited with It

              	
                52

              
	
                Section
      15.06. Subrogation

              	
                52

              
	
                Section
      15.07. Subordination Rights Not Impaired by Acts or Omissions of Bank or
      Holders of Senior Indebtedness

              	
                52

              
	
                Section
      15.08. Authorization of Trustee to Effectuate Subordination of Debt
      Securities

              	
                53

              
	
                Section
      15.09. Right of Trustee to Hold Senior Indebtedness

              	
                53

              
	
                Section
      15.10. Article XV Not to Prevent Defaults (Including Events of
      Default)

              	
                53

              
	
                Section
      15.11. Article Applicable to Paying Agents

              	
                53

              


      

      


      EXHIBITS

      EXHIBIT A
FORM OF DEBT SECURITY


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      



    THIS
INDENTURE dated as of June 29, 2004, between New Century Bank (the "Issuer"),
having its principal office at 513 Kimberton Road, Phoenixville, Pennsylvania
19460 and Wilmington Trust Company, a Delaware banking corporation, as Trustee,
Paying Agent, Calculation Agent and Securities Registrar hereunder (the
"Trustee"), having its Corporate Trust Office at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

     

    RECITALS
OF THE ISSUER

     

    WHEREAS,
for its lawful purposes, the Issuer has duly authorized the issuance of its
Floating Rate Subordinated Debt Securities Due 2014 (the "Debt Securities")
under this Indenture and, to provide for, among other things, the execution,
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution of this Indenture; and

     

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

     

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

     

    ARTICLE
I

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
1.01. 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, and include the plural as well as the singular;

     

    (b) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United
States at the date of such computation;

     

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

     

    (d)
unless the context otherwise requires, any reference to an "Article" or a
"Section" is to an Article or Section of this Indenture.

     

    Certain
terms, used principally in Article III and Article VI, are defined in those
respective Articles.

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "Act"
when used with respect to any Holder has the meaning specified in Section
8.01.

     

    "Additional
Amounts" shall have the meaning set forth in Section 3.08.

     

    "Additional
Provisions" has the meaning set forth in Section 15.01.

     

    "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.

     

    "Authenticating
Agent" has the meaning specified in Section 6.14.

     

    "Board of
Directors" means either the board of directors of the Issuer, or the executive
or any other committee of that board duly authorized to act in respect
hereof

     

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

     

    "Business
Day" means any day other than a Saturday, Sunday or any other day on which
banking institutions or trust companies in Wilmington, Delaware, The City of New
York or Philadelphia, Pennsylvania are permitted or required by law or executive
order to close.

     

    "Calculation
Agent" means the Person identified as "Trustee" in the first paragraph
hereof

     

    "Code"
means the Internal Revenue Code of 1986 as in effect on the date
hereof

     

    "Corporate
Trust Office" means the principal corporate trust office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date of execution of this instrument is located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

     

    The term
"corporation" includes corporations, associations, companies and business
trusts.

     

    "Debt
Securities" has the meaning stated in the first recital of this Indenture and
more particularly means any Debt Securities authenticated and delivered under
this Indenture.

     

    "Default"
has the meaning specified in Section 5.03.

     

    "Defaulted
Interest" has the meaning specified in Section 3.07.

    


      
        
           


        

        
          2

          
            

          

        

        
           


        

      



    "Dollar"
or "$" means such currency
of the United States as at the time of payment is legal tender for the payment
of public and private debts.

     

    "Event of
Default" has the meaning specified in Section 5.01.

     

    "FDIC"
means the Federal Deposit Insurance Corporation.

     

    "Federal
Reserve" means the Board of Governors of the Federal Reserve
System.

     

    "Holder"
of a Debt Security means the Person in whose name the Debt Security is
registered in the Security Register.

     

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

     

    "Interest
Payment Date" means January 23, April 23, July 23 and October 23 of each year,
commencing on October 23, 2004, subject to Section 1.11.

     

    "Interest
Period" has the meaning set forth in Section 3.07.

     

    "Interest
Rate" means, with respect to any Interest Period, a per annum rate of interest
equal to LIBOR, as determined on the LIBOR Determination Date for such Interest
Period (or, in the case of the first Interest Period, will be 1. 5 8%), plus
2.75%, provided, however, that the
Interest Rate for any Interest Period may not exceed the highest rate permitted
by New York law, as the same may be modified by United States law of general
application.

     

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

     

    "Issuer
Authorized Officer" means any executive officer of the Issuer who is authorized
to sign an Issuer Request or Issuer Order on behalf of the Issuer.

     

    "Issuer
Request" and "Issuer Order" mean, respectively, a written request or order
signed in the name of the Issuer by two Issuer Authorized Officers and delivered
to the Trustee.

     

    "LIBOR"
means the London Interbank Offered Rate for three-month U.S. Dollar deposits in
Europe as determined by the Calculation Agent according to Section
3.10(b):

     

    "LIBOR
Banking Day" has the meaning set forth in Section 3.10(b)(1).

     

    "LIBOR
Business Day" has the meaning set forth in Section 3.10(b)(1).

     

    "LIBOR
Determination Date" has the meaning set forth in Section 3.10(b).

     

    "Maturity
Date" means October 23, 2014.

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    "Maturity
Price" of any Debt Security means the principal amount thereof and accrued and
unpaid interest, if any, to the Maturity Date.

     

    "Officers'
Certificate" means a certificate signed by two Issuer Authorized Officers and
delivered to the Trustee.

     

    "Opinion
of Counsel" means a written opinion of counsel, who may be counsel to the Issuer
and who shall be reasonably satisfactory to the Trustee, that is delivered to
the Trustee.

     

    "Outstanding"
when used with respect to Debt Securities means, as of the date of
determination, all Debt Securities theretofore authenticated and delivered under
this Indenture, except:

     

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

     

    (ii) Debt
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
Issuer) in trust or set aside and segregated in trust by the Issuer (if the
Issuer shall act as its own Paying Agent) for the Holders of such Debt
Securities; provided, however, that if such Debt Securities or portions thereof
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)
Debt Securities that have been paid pursuant to Section 3.05 or in exchange for,
or in lieu of, other Debt Securities which have been authenticated and delivered
pursuant to this Indenture, other than any such Debt Securities in respect of
which there. shall have been presented to the Trustee proof satisfactory to it
that such Debt Securities are held by a bona fide purchaser in whose hands such
Debt Securities are valid obligations of the Issuer;

     

    provided, however, that in
determining whether the Holders of the requisite aggregate principal amount of
Debt Securities Outstanding have performed any Act hereunder, Debt Securities
owned by the Issuer or any other obligor upon the Debt Securities or any
Affiliate of the Issuer or of 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 Act, only Debt Securities that a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt 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 to act with respect to such Debt Securities and that the pledgee
is not the Issuer or any other obligor upon the Debt Securities or any Affiliate
of the Issuer or of such other obligor. In the case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.

     

    "Paying
Agent" means the Trustee or any Person authorized by the Issuer to pay the
principal of or interest on any Debt Securities on behalf of the
Issuer.



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


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

     

    "Place of
Payment" means the place or places where the principal of and interest on the
Debt Securities are payable.

     

    "Predecessor
Security" of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such
particular Debt Security, and, for the purposes of this definition, any Debt
Security authenticated and delivered under Section 3.05 in lieu of a lost,
destroyed or stolen Debt Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Debt Security.

     

    "Purchaser"
means NBC Capital Markets, Inc., or its designee.

     

    "Regular
Record Date" for the interest payable on the Debt Securities on any Interest
Payment Date means the fifteenth day prior to an Interest Payment Date, whether
or not such date is a Business Day.

     

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

     

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

     

    "Security
Register" and "Security Registrar" have the respective meanings specified in
Section 3.04(a).

     

    "Senior
Indebtedness" means the principal of and any premium on the following, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed or incurred: (a) any obligation of, or any obligation guaranteed by, the
Issuer for the repayment of borrowed money (including general unsecured
creditors), whether or not evidenced by bonds, debentures, notes or other
written instruments, and similar obligations arising from off-balance sheet
guarantees and direct credit substitutes including its obligations to the
Federal Reserve Bank or the FDIC, if any, and any rights acquired by the FDIC as
a result of loans made by the FDIC to the Issuer or the purchase or guarantee of
any of its assets by the FDIC pursuant to the provisions of 12 USC 1823(c), (d)
or (e), if applicable, (b) deposits, (c) obligations under bankers' acceptances
and letters of credit, (d) obligations associated with derivative products such
as interest rate and foreign exchange rate contracts, commodity and currency
contracts and similar arrangements, (e) any deferred obligations of, or any such
obligation guarantees by, the Issuer for the payment of the purchase price of
property or assets, (f) obligations of the Issuer as lessee under any lease of
real or personal property required to be capitalized under
generally

    




    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    accepted
accounting principles at the time and (g) any amendments, deferrals, renewals,
extensions or refundings of any such indebtedness or obligations referred to in
clauses (a) or (c) - (f) above; provided, that Senior
Indebtedness will not include (i) obligations, renewals, extensions or
refundings referred to in clauses (a) or (c) - (g) that specifically by their
terms rank junior to, or equally with, the Debt Securities in right of payment
upon the happening of any event of the kind specified in the first sentence of
the second paragraph of Section 15.01 and (ii) the Debt Securities.

     

    "Special
Record Date" for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.

     

    "Subsidiary"
means a corporation, limited liability company, partnership or other entity, at
least a majority of the outstanding voting stock, membership interests or
partnership interests, as the case may be, of which is owned, directly or
indirectly, by the Issuer or by one or more other Subsidiaries, or by the Issuer
and one or more other Subsidiaries. For the purposes of this definition, "voting
stock" means stock having voting power for the election of directors, whether at
all times or only for so long as no senior class of stock has such voting power
by reason of any contingency.

     

    "Tax
Event" means the receipt by the Issuer of an Opinion of Counsel experienced in
such matters to the effect that, as a result of any change (including any
announced prospective change) in, or amendment to, the laws (or any regulations
or rulings promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or any change in the
application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the original issuance of
the Debt Securities, there is more than an insubstantial risk that the Issuer
has or will become obligated to pay Additional Amounts on the Debt Securities as
provided in Section 3.08.

     

    "Tax
Redemption Date" has the meaning set forth in Section 13.01.

     

    "Tax
Redemption Price" has the meaning set forth in Section 13.01.

     

    "Trustee"
means the Person named as the "Trustee" in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

     

    "Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.

     

    "United
States" means the United States of America (including the States and the
District of Columbia), its territories and its possessions.

     

    "United
States Alien" has the meaning set forth in Section 3.08.

     

    Section
1.02. Compliance
Certificates and Opinions. Upon any application or request by the Issuer
to the Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an



    
      
         


      

      
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    Opinion
of Counsel stating that in the opinion of such counsel all such conditions
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.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     

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

     

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

     

    (c) a
statement that, in the opinion of each 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

     

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

     

    Section
1.03. Form of
Documents Delivered to Trustee. 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.

     

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

     

    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.

    



    
      
         


      

      
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    Section
l.04. Notices, etc. to
Trustee and Issuer. Any 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 or by the Issuer shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing to or with the Trustee at its Corporate Trust Office,
Attention:

    Corporate
Trust Administration; or

     

    (b) the
Issuer by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, to the Issuer addressed to it at the address of its
principal office specified in the first paragraph of this Indenture or at any
other address previously furnished in writing to the Trustee by the
Issuer.

     

    Any such
Act or other document shall be in the English language.

     

    Section
l.05. Notice to
Holders: Waiver. Where this Indenture provides for notice to Holders of
any event by the Issuer or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first
class postage prepaid, or transmitted via facsimile to such Holders as their
names and addresses appear in the Security Register, within the time prescribed.
In any case where notice 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, and any
notice that is mailed in the manner herein provided shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

     

    In the
event of suspension of regular mail service or by reason of any other cause it
shall be impracticable to give notice by mail, then such notification as shall
be given with the approval of the Trustee shall constitute sufficient notice for
every purpose hereunder.

     

    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 shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance on such
waiver.

     

    Section
l.06. 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 hereof.

     

    Section
l.07. Successors and
Assigns. All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or
not.

     

    Section
l.08. Separability
Clause. In case any provision in this Indenture or in the Debt 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.

    



    
      
         


      

      
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    Section
1.09. Benefits of
Indenture. Nothing in this Indenture or in the Debt Securities, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent and their
respective successors hereunder, the Holders and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     

    Section
1.10. Governing
Law. This Indenture and the Debt Securities shall each be governed by,
and construed in accordance with, the laws of the State of New York, without
regard to conflict of laws principles of said State other than Section 5-1401 of
the New York General Obligations Law.

     

    Section
1.11. Business Day
Convention. Notwithstanding anything to the contrary contained herein, if
any Interest Payment Date, other than the Maturity Date or the Tax Redemption
Date, as applicable, falls on a day that is not a Business Day, then any
interest payable will be paid on, and such Interest Payment Date will be moved
to, the next succeeding Business Day, and additional interest will accrue for
each day that such payment is delayed as a result thereof If the Maturity Date
or the Tax Redemption Date, as applicable, falls on a day that is not a Business
Day, then the principal, premium, if any, and/or interest payable on such date
will be paid on the next succeeding Business Day, and no additional interest
will accrue in respect of such payment made on such next succeeding Business
Day.

     

    ARTICLE
II

     

    DEBT
SECURITY FORMS

     

    Section
2.01. Forms
Generally. The Debt Securities shall be substantially in the form of
Exhibit A hereto. The Debt Securities shall be issued in registered,
certificated form without coupons, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements placed
thereon as the Issuer may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which the Debt Securities may be listed or of any
automated quotation system on which the Debt Securities may be quoted, or to
conform to usage, all as determined by the officers executing the Debt
Securities as conclusively evidenced by their execution of such Debt
Securities.

     

    The
definitive Debt Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such
Debt Securities, as conclusively evidenced by their execution of such Debt
Securities.

     

    Section
2.02. Form of
Trustee's Certificate of Authentication. The form of the Trustee's
certificate of authentication to be borne by the Debt Securities shall be
substantially as follows:

    




    
      
         


      

      
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    TRUSTEE'S
CERTIFICATE OF AUTHENTICATION

     

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

    
      	 
      	
              WILMINGTON
      TRUST COMPANY,

            
	 
      	
              not
      in its individual capacity but solely 

              as
      Trustee

               

            
	 
      	
              By:

            	
              ____________________________________

            
	 
      	 
      	
              Authorized
      Signatory

            


    

     

    ARTICLE
III

     

    THE DEBT
SECURITIES

     

    Section
3.0l. Authentication,
Delivery and Dating. (a) Upon the execution and delivery of this
Indenture, the Issuer will execute and deliver Debt Securities in an aggregate
principal amount not in excess of $2,000,000 to the Trustee for authentication,
together with an Issuer Order for the authentication and delivery of the Debt
Securities, and the Trustee in accordance with the Issuer Order shall
authenticate and deliver the Debt Securities. The Trustee shall be entitled to
receive, prior to the authentication and delivery of the Debt Securities, an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the issuance of the Debt Securities have been complied
with and as to the absence of any event that is, or after notice or lapse of
time or both would become, a Default.

     

    (b) The
Trustee shall not be required to authenticate any Debt Securities if the
issuance of such Debt Securities pursuant to this Indenture will adversely
affect the Trustee's own rights, duties or immunities under the Debt Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

     

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

     

    (d) No
Debt Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Debt Security a
certificate of authentication substantially in one of the forms provided for
herein duly executed by the Trustee or by an Authenticating Agent by manual
signature of one of its authorized officers, and such certificate upon any Debt
Security shall be conclusive evidence, and the only evidence, that such Debt
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     

    Section
3.02. Denominations. The
Debt Securities shall be issuable only in registered form in minimum
denominations of $100,000 and integral multiples of $l,000 in excess thereof and
shall be payable only in Dollars.

     

    Section
3.03. Execution. The Debt
Securities shall be executed on behalf of the Issuer by an Issuer Authorized
Officer. The signature of any Issuer Authorized Officer may be manual or
facsimile.

    




    
      
         


      

      
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    Debt
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Debt Securities or did
not hold such offices at the date of such Debt Securities.

     

    Section
3.04. Registration,
Transfer and Exchange. (a) The Issuer shall cause to be kept at the
Corporate Trust Office of the Trustee a register for the Debt Securities (the
register maintained in such office and in any other office or agency of the
Issuer in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Issuer shall provide for the registration of the Debt
Securities and of transfers and exchanges of the Debt Securities and the address
at which notice and demand to or upon the Issuer in respect of this Indenture
and the Debt Securities may be served by the Holders of Debt Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Debt Securities and registering transfers and exchanges of Debt Securities as
herein provided; provided, however, that the Issuer may appoint co­Security
Registrars. Such Security Register shall be in written form or in any other form
capable of being converted into written form within a reasonable period of time.
At all reasonable times the Security Register shall be open for inspection by
the Issuer.

     

    Upon
surrender for registration of transfer of any Debt Security at the office or
agency of the Issuer maintained for such purpose, the Issuer shall execute, and
the Trustee or any Authenticating Agent shall authenticate and deliver, in the
name of the designated transferee, one or more new Debt Securities of any
authorized denomination or denominations of like tenor and aggregate principal
amount, bearing a number not contemporaneously Outstanding and containing
identical terms and provisions.

     

    At the
option of the Holder, Debt Securities may be exchanged for other Debt Securities
of any authorized denomination or denominations of like tenor and aggregate
principal amount containing identical terms and conditions, upon surrender of
the Debt Securities to be exchanged at the office or agency of the Issuer
maintained for such purpose.

     

    Whenever
any Debt Securities are so surrendered for exchange, the Issuer shall execute,
and the Trustee shall authenticate and deliver, the Debt Securities that the
Holder making the exchange is entitled to receive.

     

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

     

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


    
      
         


      

      
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    No
service charge will be made for any transfer or exchange of Debt Securities
except as provided in Section 3.05. The Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration, transfer or exchange of Debt Securities, other
than those expressly provided in this Indenture to be made at the Issuer's own
expense or without expense or without charge to the Holders.

     

    The
Issuer or the Trustee, as applicable, shall not be required to register,
transfer or exchange Debt Securities during a period beginning at the opening of
business 15 days before the Tax Redemption Date and ending at the close of
business on the Tax Redemption Date.

     

    (c)
Notwithstanding the foregoing, Debt Securities may not be transferred except in
compliance with the restricted securities legend set forth below, unless
otherwise determined by the Issuer in accordance with applicable law which
legend shall be placed on each Debt Security:

     

    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 (THE
"FDIC").

     

    THIS
OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND OTHER SENIOR
INDEBTEDNESS HOLDERS, IS UNSECURED AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY
THE ISSUER.

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS.

     

    NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO ANY APPLICABLE REGISTRATION REQUIREMENTS UNDER FEDERAL LAW OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR UNLESS SUCH TRANSACTION IS NOT
SUBJECT TO ANY SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM ANY
APPLICABLE REGISTRATION REQUIREMENTS OR (C) IF SUCH OFFER, SALE OR OTHER
TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER APPLICABLE FEDERAL LAW, SUBJECT TO
THE ISSUER'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(B) OR (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR
OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
WHICH MAY BE OBTAINED FROM THE ISSUER. THE HOLDER OF THIS SECURITY AGREES THAT
IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. ,

     

    THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE



    
      
         


      

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

     

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

     

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

     

    (d)
Notwithstanding the foregoing provisions of this Section 3.04 or any other
provision of this Indenture to the contrary, any or all of the Debt Securities
initially issued to the Purchaser (the "Initial Securities") may be transferred
by the Purchaser to any transferee selected by it and, upon delivery to the
Security Registrar, of originals or copies (which may be by



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    facsimile
or other form of electronic transmission) of a written instrument of transfer in
form reasonably satisfactory to the Security Registrar duly executed by the
Purchaser or the Purchaser's attorney duly authorized in writing (it being
understood that no signature guarantee shall be required), then the Security
Registrar shall, and is authorized to, record and register on the Security
Register the transfer of such Initial Securities to such transferee; thereupon,
the Security Registrar is authorized to confirm in writing to the
transferee and, if requested, to the transferor of such Initial Securities that
such transfer has been registered in the Securities Register and that such
transferee is the Holder of such Initial Securities. The Initial Securities to
be transferred, duly endorsed by the Purchaser, shall be surrendered to the
Security Registrar at the time the transfer conditions specified in the
immediately preceding sentence are satisfied or within five (5) Business Days
after the Security Registrar has registered the transfer of such Initial
Securities in the Securities Register, and promptly after such surrender, the
Issuer shall execute and the Trustee shall, and is authorized to, authenticate a
Debt Security in the name of the transferee as the new Holder of the Initial
Securities evidenced thereby. Until the Initial Securities so transferred are
surrendered to the Security Registrar, such Initial Securities may not be
transferred by such new Holder. No other conditions, restrictions or other
provisions of this Indenture or any other document shall apply to a transfer of
Initial Securities by the Purchaser.

     

    Section
3.05. Mutilated,
Destroyed, Lost and Stolen Debt Securities. If (i) any mutilated Debt
Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the
Issuer and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security, and there is delivered to the
Issuer and the Trustee such security or indemnity as may be required by them to
save each of them and any Paying Agent harmless, and neither the Issuer nor the
Trustee receives notice that such Debt Security has been acquired by a bona fide
purchaser, then the Issuer shall execute and upon Issuer Request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of like
tenor, form, terms and principal amount, bearing a number not contemporaneously
Outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Debt Security has become or is
about to become due and payable, the Issuer in its discretion may, instead of
issuing a new Debt Security, pay the amount due on such Debt Security in
accordance with its terms.

     

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

     

    Every new
Debt Security issued pursuant to this Section shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Debt Security shall be found at any time, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Debt Securities duly issued hereunder.

     

    The
provisions of this Section 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 Debt Securities.

    




    
      
         


      

      
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    Section
3.06. Redemption at
Maturity. (a) The Debt Securities shall, on the Maturity Date, subject to
prior written approval from the FDIC in accordance with Section 3.13, become due
and payable at the Maturity Price and from and after such date (unless the
Issuer shall default in the payment of the Maturity Price) the Debt Securities
shall cease to bear interest. Upon surrender of any Debt Security on or after
the Maturity Date, such Debt Security shall be paid by the Issuer at the
Maturity Price. If any Debt Security shall not be so paid upon such surrender
thereof, the principal shall, until paid, bear interest from the Maturity Date
at the Interest Rate.

     

    (b) On or
prior to the Maturity Date, the Issuer shall deposit with the Trustee or with a
Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and
hold in trust), in immediately available funds, an amount in Dollars sufficient
to pay the Maturity Price on the Maturity Date.

     

    Section
3.07. Payment of
Interest; Interest Rights Preserved. (a) Each Debt Security will bear
interest at the then applicable Interest Rate (i) in the case of the initial
Interest Period, for the period from, and including, the date of original
issuance of such Debt Security to, but excluding, the initial Interest Payment
Date and (ii) thereafter, for the period from, and including, the first day
following the end of the preceding Interest Period to, but excluding, the
applicable Interest Payment Date or the Tax Redemption Date or Maturity Date, as
applicable (each such period, an "Interest Period"), on the principal thereof,
on any overdue principal and any overdue installment of interest (to the extent
legally enforceable), payable on each Interest Payment Date, commencing on
October 23,2004, and on the Maturity Date or Tax Redemption Date, as applicable.
Interest on any Debt 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 such Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest installment,
except that interest payable on the Maturity Date or the Tax Redemption Date, as
the case may be, shall be paid to the Person to whom principal is paid upon
presentation and surrender of the related Debt Security.

     

    (b) Any
interest on any Debt Security that is payable but is not punctually paid or duly
provided for on any Interest Payment Date ("Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such a Holder, and such Defaulted Interest may be paid by the
Issuer, at its election in each case, as provided in clause (1) or (2)
below:

     

    (1) The
Issuer may elect to make payment of any Defaulted Interest to the Persons in
whose names such Debt 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, which shall be fixed in the following manner. The
Issuer shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Debt Security and the date of the proposed
payment, and at the same time the Issuer shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as

    




    
      
         


      

      
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    in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment The
Trustee shall promptly notify the Issuer of such Special Record Date and, in the
name and at the expense of the Issuer, 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 the Holders of such Debt Securities at
their addresses as they appear in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Debt Securities (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (ii).

     

    (2) The
Issuer may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Issuer to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

     

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

     

    Section
3.08. Additional
Amounts. The Issuer will, subject to the exceptions and limitations set
forth below, pay as additional interest to each Holder that is a United States
Alien (as defined below) such amounts (the "Additional Amounts") as may be
necessary so that every net payment received by such Holder, after deduction or
withholding for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount the Holder would have received in respect of
such Debt Security had no such deduction or withholding been imposed. However,
the Issuer will not be required to make any such payment of additional interest
for or on account of:

     

    (a) any
tax, assessment or other governmental charge that would not have been imposed
but for (i) the existence of any present or former connection between such
Holder (or between a fiduciary, settlor or beneficiary of, or a person holding a
power over, such Holder, if such Holder is an estate or a trust, or a member or
shareholder of such Holder, if such Holder is a partnership or a corporation)
and the United States, including, without limitation, such Holder (or such
fiduciary, settlor, beneficiary, person holding a power, member or shareholder)
being or having been a citizen or resident thereof or being or having been
engaged in trade or business or present therein or having or having had a
permanent establishment therein or (ii) such Holder's past or
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    status as
a personal holding company, foreign personal holding company or private
foundation or other tax-exempt organization with respect to the United States or
as a corporation that accumulates earnings to avoid United States federal income
tax;

     

    (b) any
estate, inheritance, gift, sales, transfer or personal property tax or any
similar tax, assessment or other governmental charge;

     

    (c) any
tax, assessment or other governmental charge that is payable otherwise than by
deduction or withholding from a payment on a Debt Security;

     

    (d) any
tax, assessment or other governmental charge that would not have been imposed
but for a failure to comply with any applicable certification, documentation,
information or other reporting requirement concerning the nationality,
residence, identity or connection with the United States of the Holder or the
beneficial owner of such Debt Security if, without regard to any tax treaty,
such compliance is required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or other
governmental charge; or

     

    (e) any
tax, assessment or other governmental charge imposed on a Holder that actually
or constructively owns 10 percent or more of the combined voting power of all
classes of stock of the Issuer or that is a controlled foreign corporation
related to the Issuer through stock ownership;

     

    nor shall
such additional interest be paid with respect to a payment on a Debt Security to
a Holder that is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner would not
have been entitled to the additional interest had such beneficiary, settlor,
member or beneficial owner held the Debt Security directly.

     

    The term
"United States Alien" means any person who, for United States federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.

     

    Whenever
in this Indenture or the Debt Securities there is a reference in any context to
the payment of principal of or interest on the Debt Securities, such mention
shall be deemed to include mention of payments of the Additional Amounts
provided for in this paragraph to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this paragraph and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.

     

    Section
3.09. Cancellation. All
Debt Securities surrendered for payment, redemption, transfer or exchange shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it or, if surrendered to the Trustee or any
Authenticating Agent, shall be promptly canceled by it, and no Debt Securities
shall be issued in

    




    
      
         


      

      
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    lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. All Debt Securities canceled by any Authenticating Agent shall be
delivered to the Trustee. The Issuer may at any time deliver to the Trustee for
cancellation any Debt Securities previously authenticated and delivered
hereunder that the Issuer may have acquired in any manner whatsoever, and all
Debt Securities so delivered shall be promptly canceled by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Debt Securities held by the Trustee shall be
returned to the Issuer. The acquisition of any Debt Securities by the Issuer
shall not operate as a redemption or satisfaction of the indebtedness
represented thereby unless and until such Debt Securities are surrendered to the
Trustee for cancellation.

     

    Section
3.10. Computation of
Interest.

     

    (a) The
amount of interest payable for any Interest Period will be computed on the basis
of a 360-day year and the actual number of days elapsed in such Interest
Period.

     

    (b) LIBOR
shall be determined by the Calculation Agent for each Interest Period (other
than the first Interest Period in which case LIBOR will be equal to l.58% per
annum) in accordance with the following provisions:

     

    (1) On
the second LIBOR Business Day (provided, that on
such day commercial banks are open for business (including dealings in foreign
currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next
preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to the
Interest Payment Date that commences such Interest Period (each such day, a "LIB
OR Determination Date"), LIBOR shall equal the rate, as obtained by the
Calculation Agent for three-month U.S. Dollar deposits in Europe, which appears
on Telerate (as defined in the International Swaps and Derivatives Association,
Inc. 2000 Interest Rate and Currency Exchange Definitions) page 3750 or such
other page as may replace such page 3750, as of 11 :00 a.m. (London time) on
such LIB OR Determination Date, as reported by Bloomberg Financial Markets
Commodities News or any successor service ("Telerate Page 3750"). "LIBOR
Business Day" means any day that is not a Saturday, Sunday or other day on which
commercial banking institutions in The City of New York or Wilmington, Delaware
are authorized or obligated by law or executive order to be closed. If such rate
is superseded on Telerate Page 3750 by a corrected rate before 12:00 noon
(London time) on such LIBOR Determination Date, the corrected rate as so
substituted will be LIBOR for such LIBOR Determination Date.

     

    (2) If,
on such LIBOR Determination Date, such rate does not appear on Telerate Page
3750, the Calculation Agent shall determine the arithmetic mean of the offered
quotations of the Reference Banks 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 such LIBOR Determination
Date

    



    
      
         


      

      
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    made by
the Calculation Agent to the Reference Banks. If, on such LIBOR Determination
Date, at least two of the Reference Banks provide such a quotation, LIBOR shall
equal the 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 at
least two leading banks in the City of New York (as selected by the Calculation
Agent) are quoting on such LIBOR Determination Date for three-month U.S. Dollar
deposits in Europe at approximately 11:00 a.m. (London time) (in an amount
determined by the Calculation Agent). As used herein, "Reference Banks" means
four major banks in the London interbank market selected by the Calculation
Agent.

     

    (3) 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 for such
Interest Period shall be LIBOR in effect for the immediately preceding Interest
Period.

     

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

     

    (d) On
each LIB OR Determination Date, the Calculation Agent shall notify in writing
the Issuer and the Paying Agent of the applicable Interest Rate that applies to
the related Interest Period. The Calculation Agent shall, upon the request of
the Holder of any Debt Securities, inform such Holder of the Interest Rate that
applies to the related Interest Period. All calculations made by the Calculation
Agent in the absence of manifest error shall be conclusive for all purposes and
binding on the Issuer and the Holders of the Debt Securities. The Paying Agent
shall be entitled to rely on information received from the Calculation Agent or
the Issuer as to the applicable Interest Rate. The Issuer shall, from time to
time, provide any necessary information to the Paying Agent relating to any
original issue discount and interest on the Debt Securities that is included in
any payment and reportable for taxable income calculation purposes.

     

    Section
3.11. CUSIP
Numbers. The Issuer 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 as a convenience to Holders; provided, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debt Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Debt Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

     

    Section
3.12. Persons Deemed
Owners. The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Person in whose name any Debt Security is registered as
the owner of such Debt Security for the purpose of receiving payment of
principal of and (subject to

    




    
      
         


      

      
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    Section
3.07) interest, if any, on, such Debt Security and for all other purposes
whatsoever, whether or not such Debt Security be overdue, and neither the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected
by notice to the contrary. All payments made to any Holder, or upon such
Holder's order, shall be valid, and, to the extent of the sum or sums paid,
effectual to satisfy and discharge the liability for moneys payable upon such
Debt Security.

     

    SECTION
3.13. Federal
Regulatory Approval Required.

     

    The Debt
Securities may not be repaid, repurchased or redeemed on acceleration without
the prior written approval of the Federal Reserve. Within 30 days after receipt
of a declaration of acceleration pursuant to Section 5.02, the Issuer will apply
to the Federal Reserve for approval of repayment prior to maturity.

     

    In the
event that the Issuer obtains such prior written approval, the Issuer shall
notify the Holders and the Trustee, and will arrange for prompt payment on the
Debt Securities.

     

    ARTICLE
IV

     

    SATISFACTION
AND DISCHARGE

     

    Section
4.01. Satisfaction and
Discharge of Indenture. This Indenture, shall, upon Issuer Order, cease
to be of further effect (except as to any surviving rights of registration of
transfer or exchange herein expressly provided for and rights to receive
payments of principal of and interest) and the Trustee, upon receipt of an
Issuer Order and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

     

    (a)          either

     

    (1) all
Debt Securities theretofore authenticated and delivered (other than (A) Debt
Securities that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 3.05 and (B) Debt Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 12.04) have been delivered to the Trustee for cancellation;
or

     

    (2) all
Debt Securities not theretofore delivered to the Trustee for
cancellation,

     

    (A) have
become due and payable, or

     

    (B) will
become due and payable within one year,

     

    and the
Issuer has irrevocably deposited or caused to be deposited with the Trustee
funds in trust in an amount sufficient to pay and discharge the entire
indebtedness on such Debt Securities for principal and interest to the date of
such deposit (in the case of Debt Securities that have become due and payable)
or to the date of redemption; provided, however, in the event a petition for
relief under

    




    
      
         


      

      
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    the
Federal bankruptcy, insolvency or other similar laws, as now or hereafter
constituted, or any other applicable Federal or state bankruptcy, insolvency or
other similar law, is filed with respect to the Issuer within 91 days after the
deposit, or the FDIC or any other Person is appointed to act as a receiver or
conservator or liquidator or trustee or assignee in bankruptcy or insolvency of
the Issuer within 91 days after the deposit, and the Trustee is required to
return the moneys then on deposit with the Trustee to the Issuer, the
obligations of the Issuer under this Indenture with respect to such Debt
Securities shall not be deemed terminated or discharged;

     

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

     

    (c) the
Issuer 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;
and

     

    (d) the
Issuer shall have received prior written approval for such discharge from the
FDIC pursuant to Section 3.13.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer
to the Trustee under Section 6.07, the obligations of the Issuer to any
Authenticating Agent under Section 6.14, and, if money shall have been deposited
with the Trustee pursuant to subclause (2) of clause (a) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04 shall survive.

     

    Section
4.02. Application of
Trust Money. Subject to Section 6.07 and the provisions of the last
paragraph of Section 12.04, all money deposited with the Trustee pursuant to
Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Debt Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, for
the payment of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, except that such
money need not be segregated from other funds except to the extent required by
applicable law.

     

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

     

    Section
4.04. Return of
Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any
Paying Agent for payment of the principal of or interest on Debt Securities and
not applied but remaining unclaimed by the Holders for two years after the date
upon which the principal of or interest on such Debt Securities, as the case may
be, shall have become due and payable, shall be repaid to the Issuer by the
Trustee or such Paying Agent on written demand; and the Holders shall thereafter
look only to the Issuer for any payment which such Holders may

    




    
      
         


      

      
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    be
entitled to collect and all liability of the Trustee or such Paying Agent with
respect to such moneys shall thereupon cease.

     

    ARTICLE
V

     

    REMEDIES

     

    Section
5.01. Events of
Default. "Event of Default" means anyone 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, pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     

    (a) a
decree or order by a court having jurisdiction in the premises shall have been
entered adjudging the Issuer bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, readjustment, arrangement, composition
or similar relief for the Issuer under the Federal bankruptcy laws, or any other
similar applicable law of any governmental unit, domestic or foreign, and such
decree or order shall have continued undischarged or unstayed for a period of 90
days; or a decree or order or other decision of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of the FDIC or
any other Person to act as a receiver or conservator or liquidator or trustee or
assignee in bankruptcy or insolvency of the Issuer or of a substantial part of
its property, or for the involuntary winding up or liquidation of its affairs,
shall have been entered and such decree or order shall have remained in force
undischarged and unstayed for a period of 90 days; or, under the provisions of
any insolvency, bankruptcy, or other law for the relief or aid of creditors or
depositors, any court, or agency or supervisory authority having jurisdiction in
the premises shall assume custody or control of the Issuer or of a substantial
part of its property, and such custody and control shall not be terminated or
stayed within 90 days from the date of assumption of such custody or control; or
any substantial part of the property of the Issuer shall be sequestered or
attached and shall not be returned to the possession of the Issuer or released
from such attachment within 90 days thereafter; or

     

    (b) the
Issuer shall institute proceedings to be adjudicated a voluntary bankrupt, or
shall consent to the filing of a bankruptcy proceeding against it, or shall file
a petition or answer or consent seeking reorganization, readjustment,
arrangement, composition or similar relief under the Federal bankruptcy laws, or
any other similar applicable law of any governmental unit, domestic or foreign,
or shall consent to the filing of any such petition or shall consent to the
appointment of a receiver or conservator or liquidator or trustee or assignee in
bankruptcy or insolvency of it or of a substantial part of its property, or
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due, or if corporate
action shall be taken by the Issuer in furtherance of any of the aforesaid
purposes.

     

    Section
5.02. Acceleration of
Maturity; Rescission and Annulment. If an Event of Default occurs and is
continuing, then the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities may declare the principal
amount of and all accrued but unpaid interest on the Debt Securities to be due
and payable immediately,

    




    
      
         


      

      
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    by a
notice in writing to the Issuer (and to the Trustee if given by Holders), and
upon any such declaration such principal amount and interest shall become
immediately due and payable, subject to regulatory approval pursuant to Section
3.13. Upon payment of such amounts, all obligations of the Issuer in respect of
the payment of principal of and interest on the Debt Securities shall
terminate.

     

    At any
time after such a declaration of acceleration has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article V provided, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities, by written notice
to the Issuer and the Trustee, may rescind and annul such declaration and its
consequences if:

     

    (a)  the
Issuer has paid or deposited with the Trustee a sum sufficient to
pay

     

    (1) all
overdue installments of interest on all Debt Securities,

     

    (2) the
principal of any Debt Securities that have become due and payable otherwise than
by such declaration of acceleration and interest thereon at the Interest
Rate,

     

    (3) to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest on each Debt Security at the Interest Rate,
and

     

    (4) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

     

    (b) all
Defaults have been cured, waived or otherwise remedied.

     

    No such
rescission and waiver shall affect any subsequent default or impair any right
consequent thereon.

     

    Section
5.03. Defaults;
Collection of Indebtedness and Suits for Enforcement by Trustee.


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

     

    (a) an
Event of Default has occurred;

     

    (b) the
Issuer fails to pay the principal of any Debt Security at the Maturity Date or
the Tax Redemption Date and such failure is continued for seven days, whether or
not such payment is prohibited by Article XV hereof; or

     

    (c) the
Issuer fails to pay any installment of interest on an Interest Payment Date and
such failure is continued for 30 days, whether or not such payment is prohibited
by Article XV hereof

    




    
      
         


      

      
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    The
Issuer covenants that, if a Default shall occur, it will, upon demand of the
Trustee and subject to Section 3.13 hereof, pay to the Trustee, for the benefit
of the Holders, the entire amount then due and payable on the Debt Securities
(x) in the case of a Default specified in clause (a) or (b) above, for the
principal and interest, if any, and interest upon the overdue principal and, to
the extent that payment of such interest shall be legally enforceable, upon
overdue installments of interest, at the Interest Rate, and (y) in the case of a
Default specified in clause ( c) above, for the interest and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the Interest Rate; and in each case, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    If the
Issuer fails to pay such amount forthwith upon such demand and if the necessary
approvals under Section 3.13 have been obtained, 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 Issuer or any
other obligor upon the Debt Securities, and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Issuer or any other obligor upon the Debt Securities wherever
situated.

     

    If a
Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders 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
5.04. Trustee May File
Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or other similar law relative
to the Issuer or any other obligor upon the Debt Securities, or the property of
the Issuer or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Debt Securities shall then be due
and payable as therein expressed or by declaration of acceleration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Issuer
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

     

    (a) to
file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Debt Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

     

    (b) to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

    




    
      
         


      

      
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    and any
receiver, assignee, trustee, custodian, liquidator, sequestrator (or other
similar official) in any such proceeding is hereby authorized by each such
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 such Holders, to 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 due the Trustee under Section 6.07.

     

    Nothing
herein shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

     

    Section
5.05. Trustee May
Enforce Claims without Possession of Debt Securities. All rights of
action and claims under this Indenture or the Debt Securities may be prosecuted
and enforced by the Trustee without the possession of any Debt Security or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name, as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
in respect of which such judgment has been recovered.

     

    Section
5.06. Application of
Money Collected. Any money collected by the Trustee pursuant to this
Article 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 on account of
principal or interest, upon presentation of the Debt Securities in respect of
which money has been collected 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 under Section 6.07;

     

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

     

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

     

    FOURTH:
The balance, if any, to the Issuer.

     

    Section
5.07. Limitation on
Suits. No Holder shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

     

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

    



    
      
         


      

      
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    (b) the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities shall have made written request to the Trustee to institute
proceedings in respect of such Default in its own name as Trustee
hereunder;

     

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

     

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

     

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

     

    it being
understood and intended that no one or more Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other Holders or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all Holders. For the protection and enforcement of
the provisions of this Section, each and every Holder and the Trustee shall be
entitled to such relief as can be given at law or in equity.

     

    Section
5.08. Unconditional
Right of Holders to Receive Principal and Interest. Subject only to the
provisions of Article XV, the Holder of any Debt Security shall have the right,
which is absolute and unconditional, to receive payment of the principal on the
Maturity Date or the Tax Redemption Date, as applicable, and (subject to Section
3.07) interest (including any Additional Amounts) on the Interest Payment Dates,
and to institute suit for the enforcement of any such payment and interest
thereon, and such right shall not be impaired without the consent of such
Holder.

     

    Section
5.09. Restoration of
Rights and Remedies. If the Trustee or any Holder 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 or to such Holder, then and in every such
case the Issuer, the Trustee and the Holders 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 and
the Holders shall continue as though no such proceeding had been
instituted.

     

    Section
5.10. Right and
Remedies Cumulative. Except as otherwise expressly provided elsewhere in
this Indenture, no right or remedy herein conferred upon or reserved to the
Trustee or to 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
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    Section
5.11. Delay or
Omission Not Waiver. No delay or omission of the Trustee or of any Holder
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
any acquiescence therein. Every right and remedy given by this Indenture or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

     

    Section
5.12. Control by
Holders. The Holders of a majority in aggregate principal amount of the
Outstanding Debt 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 with respect to the Debt
Securities; provided, that:

     

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

    


    (b)
subject to the provisions of Section 6.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith being advised
by counsel shall, by a Responsible Officer or Responsible Officers of the
Trustee, determine that the proceeding so directed might result in personal
liability for the Trustee or would be unjustly prejudicial to the Holders not
joining in any such direction; and

     

    (c) the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.

     

    Section
5.13. Waiver of Past
Event of Default. The Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities may, by written notice, on behalf of all
Holders waive any past Event of Default hereunder and its
consequences.

     

    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 the Debt Securities under 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 Debt
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, suffered 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, 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 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 10% in aggregate principal amount of the Outstanding Debt
Securities, or to any suit instituted by any Holder of a Debt Security for the
enforcement of the payment of the principal of or interest on such Debt Security
on or after the Maturity or the Tax Redemption Date or the relevant Interest
Payment Date.

    




    
      
         


      

      
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    ARTICLE
VI

     

    THE
TRUSTEE

     

    Section
6.01. Certain Duties
and Responsibilities. (a) Except during the continuance of an Event of
Default or Default,

     

    (1) 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

     

    (2) 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 an Officers' Certificate or Opinion of Counselor any
other certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any Officers' Certificate or
Opinion of Counselor any other such certificates or opinions which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform on their face to the requirements of this Indenture.

     

    (b) In
case a Default has occurred and is continuing, the Trustee shall, with respect
to the Debt Securities, exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

     

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


     

    (1) this
clause shall not be construed to limit the effect of clause (a) above;

     

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

     

    (3) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it, with respect to the Debt Securities, in good faith in
accordance with the direction of the Holders ofa majority in aggregate principal
amount of the Outstanding Debt Securities relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture
with respect to the Debt Securities; and

     

    (4) the
Trustee shall not be required 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.

     

     



    
      
         


      

      
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    (d)
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 and Section
6.02.

     

    Section
6.02. Notice of
Defaults. Within 90 days after the occurrence of any default hereunder,
the Trustee shall by the pertinent methods provided in Section 1.05 give notice
to all Holders of each default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except
in the case of default in the payment of the principal of or interest on any
Debt Security, the Trustee shall be protected in withholding such 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 the withholding of such notice is in the interest of the Holders; provided further,
that in the case of any default of the character specified in Section 5.01(a) no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof; and provided further,
that the Trustee shall not be charged with knowledge of default unless either
(a) a Responsible Officer of the Trustee shall have actual knowledge of such
default or (b) the Trustee shall have received written notice thereof from the
Issuer or any other obligor on the Debt Security or any Holder, except with
respect to a default pursuant to Sections 5.03(b) or 5.03(c) hereof (other than
a default resulting from the default in the payment of Additional Amounts, if
any, if the Trustee does not have actual knowledge or written notice that such
payment is due and payable) of which the Trustee shall be deemed to have
knowledge. For the purpose of this Section, the term "default" means any event
that is, or after notice or lapse of time or both would become, a
Default.

     

    Section
6.03. Certain Rights
of Trustee. Except as otherwise provided in Section 6.01:

     

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

     

    (b) any
request or direction of the Issuer mentioned herein shall be sufficiently
evidenced by a Issuer Request or Issuer Order and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;

     

    (c)
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, rely upon
an Officers' Certificate;

     

    (d) the
Trustee may consult with counsel and the advice of such counselor 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

    




    
      
         


      

      
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    pursuant
to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or
direction;

     

    (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, debenture, note, coupon or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, 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 or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and

     

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

     

    Section
6.04. Not Responsible
for Recitals or Issuance of Debt Securities. The recitals contained
herein and in the Debt Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or the Debt
Securities. The Trustee shall not be accountable for the use or application by
the Issuer of any Debt Securities or the proceeds thereof.

     

    Section
6.05. May Hold Debt
Securities. The Trustee, any Paying Agent, the Security Registrar or any
other agent of the Issuer or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities, and may otherwise
deal with the Issuer with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

     

    Section
6.06. Money Held in
Trust. Money held by the Trustee or any Paying Agent (except the Issuer)
in trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Issuer. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys, if any,
shall be paid from time to time to the Issuer upon the written order of the
Issuer, signed by the Chairman of the Board of Directors, the Vice

    



    
      
         


      

      
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    Chairman,
the President, the Chief Financial Officer, the Chief Operating Officer, a Vice
President, the Treasurer or an Assistant Treasurer of the Issuer.

     

    Section
6.07. Compensation and
Reimbursement. The Issuer agrees

     

    (a) to
pay to the Trustee from time to time such compensation in Dollars for all
services rendered by it hereunder as may be mutually agreed upon in writing by
the Issuer and the Trustee (which compensation shall not be limited by any
provision oflaw in regard to the compensation of a trustee of an express
trust);

     

    (b) to
reimburse the Trustee in Dollars upon its written request for all documented
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 reasonable expenses and disbursements of its agents and
counsel); except any such expense, disbursement or advance attributable to its
negligence or bad faith; and

     

    (c) to
indemnify in Dollars the Trustee (including in its individual capacity) and any
predecessor Trustee (and its officers, agents, directors and employees) for, and
to hold it harmless against, any and all loss, damage, claim, liability or
expense except to the extent such loss, damage, claim, liability or expense
results from the negligence or bad faith of such indemnitee, arising out of or
in connection with the acceptance or administration of this trust or performance
of its duties hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

     

    When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Sections 5.01(a) and 5.01(b), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar
laws.

     

    As
security for the performance of the obligations of the Issuer under this
Section, the Trustee shall have a lien prior to the Debt Securities, upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of amounts due on the Debt Securities.

     

    The
obligations of the Issuer under this Section to compensate, reimburse and
indemnify the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness under this Indenture and shall survive the satisfaction
and discharge or other termination of this Indenture and shall survive the
resignation or removal of the Trustee.

     

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

    




    
      
         


      

      
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    Section
6.08. Disqualification,
Conflicting Interests. If the Trustee has or shall acquire any
"conflicting interest" within the meaning of § 310(b) of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to this Indenture.

     

    Section
6.09. Corporate
Trustee Required, Eligibility. There shall at all times be a Trustee
hereunder that shall be an entity organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia,
authorized under such laws 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. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.

     

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

     

    If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     

    Section
6.10. 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 shall
become effective until the acceptance of appointment by the successor Trustee
under Section 6.11.

     

    (b) The
Trustee may resign at any time by giving written notice thereof to the Issuer.
If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     

    (c) The
Trustee may be removed at any time and a successor Trustee appointed by Act of
the Holders ofa majority in aggregate principal amount of the Outstanding Debt
Securities, delivered to the Trustee and to the Issuer.

     

    (d) If at
any time:

     

    (1) the
Trustee shall fail to comply with Section 6.08 after written request therefor by
the Issuer or by any Holder who has been a bona fide Holder of a Debt Security
for at least six months, or

     

    (2) the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign
after written request therefor by the Issuer or by any Holder who has been a
bona fide Holder of a Debt Security for at least six months, or

    




    
      
         


      

      
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    (3) the
Trustee shall become incapable of acting or a decree or order for relief by a
court having jurisdiction in the premises shall have been entered in respect of
the Trustee in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law; or a decree or order by a court having jurisdiction
in the premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trustee or of its property or affairs, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation, winding up or liquidation,
or

     

    (4) the
Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trustee or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action,

     

    then, in
any such case, (i) the Issuer by a Board Resolution may remove the Trustee or
(ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a
Debt Security for at least six months may, on behalf of himself or herself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor
Trustee.

     

    (e) 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 cause, the Issuer, by a
Board Resolution, shall promptly appoint a successor Trustee and shall comply
with the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a maj ority in
aggregate principal amount of the Outstanding Debt Securities delivered to the
Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and to that extent supersede the successor Trustee appointed by the Issuer. If
no successor Trustee shall have been so appointed by the Issuer or the Holders
and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Debt Security for at least six months may, subject
to Section 5.14, on behalf of himself or herself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     

    (f) The
Issuer shall give notice of each resignation and each removal of the Trustee and
each appointment of a successor Trustee in the manner and to the extent provided
in Section 1.05 to the Holders. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

    




    
      
         


      

      
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    Section
6.1l. Acceptance of
Appointment by Successor. (a) In the case of an appointment hereunder of
a successor Trustee, each such successor Trustee so appointed shall execute,
acknowledge and deliver to the Issuer 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 request of the Issuer
or the successor Trustee, such retiring Trustee shall, upon payment of the
amounts then due to it pursuant to the provisions of Section 6.07, 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, subject nevertheless to its claim, if any, provided for in
Section 6.07.

     

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

     

    (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.

     

    Section
6.12. Merger,
Conversion, Consolidation or Succession to Business. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided, that such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities .: In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

     

    Section
6.13. Preferential
Collection of Claims against Issuer. If and when the Trustee shall be or
become a creditor of the Issuer (or any other obligor upon the Debt Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Issuer (or any such other
obligor).

     

    Section
6.14. Appointment of
Authenticating Agent. As long as any Debt Securities remain Outstanding,
the Trustee may upon the request of the Issuer, by an instrument in writing,
appoint an authenticating agent (the "Authenticating Agent") which shall be
authorized to act on behalf of the Trustee to authenticate Debt Securities
issued upon exchange, registration of transfer, partial redemption or pursuant
to Section 3.05. Debt Securities authenticated by such Authenticating Agent
shall be entitled to the benefits of this Indenture and shall be valid
and

    




    
      
         


      

      
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    obligatory
for all purposes as if authenticated by such Trustee. Wherever reference is made
in this Indenture to the authentication and delivery of Debt Securities by the
Trustee or to 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 and a Certificate of Authentication executed on behalf of
such Trustee by such Authenticating Agent Such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the United
States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 (determined as provided in Section 6.09 with respect to the Trustee)
and subject to supervision or examination by Federal or State
authority.

     

    Any
corporation into which any Authenticating Agent may be merged or converted, or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall continue to be the Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee or such Authenticating Agent. Any Authenticating Agent may
at any time, and if it shall cease to be eligible shall, resign by giving
written notice of resignation to the applicable Trustee and to the
Issuer.

     

    Upon
receiving such a notice of resignation, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall upon Issuer Request appoint a
successor Authenticating Agent, and the Issuer shall provide notice of such
appointment to the Holders in the manner and to the extent provided in Section
1.05. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent. The Issuer agrees to pay to the Authenticating
Agent from time to time reasonable compensation including reimbursement of its
reasonable expenses for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

     

    ARTICLE
VII

     

    HOLDERS'
LISTS AND REPORTS BY TRUSTEE AND ISSUER

     

    Section
7.01. Issuer to
Furnish Trustee Names and Addresses of Holders. The Issuer will furnish
or cause to be furnished to the Trustee:

     

    (a) on
each Regular Record Date for an Interest Payment Date, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders as
of such Regular Record Date; and

     

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

    




    
      
         


      

      
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    except
that no such lists need be furnished under this Section 7.01 so long as the
Trustee is in possession thereof by reason of its acting as Security
Registrar.

     

    Section
7.02. Preservation of
Information; Communication to Holders. (a) The Trustee shall preserve, in
as current a form as is reasonably practicable, all information as to the names
and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.01 or received by it in the capacity of Paying
Agent or Security Registrar (if so acting) hereunder.

     

    The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished, destroy any information received by it as
Paying Agent or Security Registrar (if so acting) hereunder upon delivering to
itself as Trustee, not earlier than 45 days after an Interest Payment Date, a
list containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, and destroy
any list delivered to itself as Trustee which was compiled from information
received by it as Paying Agent or Security Registrar (if so acting) hereunder
upon the receipt of a new list so delivered.

     

    (b) If a
Holder applies in writing to the Trustee, and furnishes to the Trustee
reasonable proof that it has owned a Debt Security for a period of at least six
months preceding the date of such application, and such application states that
the Holder desires to communicate with other Holders with respect to their
rights under this Indenture or under the Debt Securities and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election either:

     

    (1)
afford such Holder access to the information preserved at the time by the
Trustee in accordance with Section 7.02(a), or

     

    (2)
inform such Holder as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, specified in such
application.

     

    If the
Trustee shall elect not to afford the Holder access to such information, the
Trustee shall, upon written request of such applicant, mail to the Holders whose
names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicant a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
In the event that the applicants decide to proceed despite the Trustee's opinion
and obtain an order of a court of competent jurisdiction directing the Trustee
to mail the

    




    
      
         


      

      
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    applicable
material, after entry of such order and renewal of such tender, the Trustee
shall mail copies of such material to all such Holders; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

     

    (c) Every
Holder of Debt Securities, by receiving and holding the same, agrees with the
Issuer and the Trustee that neither the Issuer nor the Trustee nor any Paying
Agent.shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 7.02(b).

     

    ARTICLE
VIII

     

    CONCERNING
THE HOLDERS

     

    Section
8.01. Acts of
Holders. 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 or
proxy duly appointed in writing, and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Issuer. 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. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced by (a)
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or by (b) the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article IX, or by (c) a combination of such instrument or
instruments and any such record of such a meeting of Holders.

     

    Section
8.02. Proof of
Ownership; Proof of Execution of Instruments by Holders. The ownership of
the Debt Securities shall be proved by the Security Register or by a certificate
of the Security Registrar.

     

    Subject
to the provisions of Sections 6.01, 6.03 and 9.05, proof of the execution of a
writing appointing an agent or proxy and of the execution of any instrument by a
Holder or such Holder's agent or proxy shall be sufficient and conclusive in
favor of the Trustee and the Issuer if made in the following
manner:

     

    The fact
and date of the execution by any such person of any instrument may be proved by
the certificate of any notary public or other officer authorized to take
acknowledgment of deeds, that the person executing such instrument acknowledged
to him or her the execution thereof, or by an affidavit of a witness to such
execution sworn to before any such notary or other such officer. Where such
execution is by an officer of a corporation or association or a member of a
partnership on behalf of such corporation, association or partnership, as the
case

    



    
      
         


      

      
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    may be,
or by any other person acting in a representative capacity, such certificate or
affidavit shall also constitute sufficient proof of such person's
authority.

     

    The
record of any Holders' meeting shall be proved in the manner provided in Section
9.06.

     

    The
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section so long as the request is a reasonable
one.

     

    If the
Issuer shall solicit an Act from the Holders, the Issuer may, at its option, by
Board Resolution, fix in advance a record date for the determination of Holders
entitled to take such Act, but the Issuer shall have no obligation to do so.
Such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed.

     

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

     

    Section
8.03. Revocation of
Consents: Future Holders Bound. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any Act
by the Holders of the percentage in aggregate principal amount of the
Outstanding Debt Securities specified in this Indenture in connection with such
Act, any Holder of a Debt Security the number, letter or other distinguishing
symbol of which is shown by the evidence to be included in the Debt Securities
the Holders of which have consented to such Act may, by filing written notice
with the Trustee at the Corporate Trust Office and upon proof of ownership as
provided in Section 8.02, revoke such Act so far as it concerns such Debt
Security. Except as aforesaid, any such Act taken by the Holder of any Debt
Security shall be conclusive and binding upon such Holder and upon all future
Holders of such Debt Security and of any Debt Securities issued on transfer or
in lieu thereof or in exchange or substitution therefor, irrespective of whether
or not any notation in regard thereto is made upon such Debt Security or such
other Debt Securities.

     

    ARTICLE
IX

     

    HOLDERS'
MEETINGS

     

    Section
9.01. Purposes of
Meetings. A meeting of Holders may be called at any time and from time to
time pursuant to the provisions of this Article IX for any of the following
purposes:

     

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

    




    
      
         


      

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

     

    (c) to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 11.02; or

     

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

     

    Section
9.02. Call of Meetings
by Trustee. The Trustee may at any time call a meeting of Holders to take
any action specified in Section 9.01, to be held at such time or times and at
such place in New York or Wilmington, Delaware as the Trustee shall determine.
Notice of every meeting of the Holders, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given to Holders in the manner and to the extent provided in Section
l.05. Such notice shall be given not less than 20 days or more than 180 days
prior to the date fixed for the meeting.

     

    Section
9.03. Call of Meetings
by Issuer or Holders. In case at any time the Issuer, pursuant to a Board
Resolution, or the Holders of not less than 10% in aggregate principal amount of
the Outstanding Debt Securities shall have requested the Trustee to call a
meeting of the Holders by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have given
the notice of such meeting within 20 days after the receipt of such request,
then the Issuer or such Holders may determine the time or times and the place or
places for such meetings and may call such meetings to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.

     

    Section
9.04. Qualifications
for Voting. To be entitled to vote at any meeting of Holders a Person
shall be a Holder or a Person appointed by an instrument in writing as agent or
proxy by such Holder. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee with respect to
which such meeting is being held and its counsel and any representatives of the
Issuer and its counsel.

     

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

     

    The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Issuer or by Holders
as provided in Section 9.03, in which case the Issuer or the Holders calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by a majority vote at the meeting.

    




    
      
         


      

      
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    Subject
to the provisos in the definition of "Outstanding," at any meeting each Holder
or proxy therefor shall be entitled to one vote for each $1,000 principal amount
of Debt Securities held or represented by such Holder; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Outstanding Debt Securities held by such chairman or instruments in
writing duly designating such chairman as the person to vote on behalf of
Holders. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

     

    Section
9.06. Voting.
The vote upon any resolution submitted to any meeting of Holders with respect to
which such meeting is being held shall be by written ballots on which shall be
subscribed the signatures of such Holders or of their representatives by proxy
and the serial number or numbers of the Debt Securities held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Holders shall be prepared by
the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
transmitted as provided in Section 9.02. The record shall show the serial
numbers of the Debt Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Issuer and the other to the Trustee to be preserved by the Trustee.

     

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

     

    Section
9.07. No Delay of
Rights by Meeting. Nothing in this Article IX contained shall be deemed
or construed to authorize or permit, by reason of any call of a meeting of
Holders or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to any Holder under any of the provisions of
the Indenture or of the Debt Securities.

     

    Section
9.08. Quorum;
Actions. The Persons entitled to vote a majority in aggregate principal
amount of the Debt Securities shall constitute a quorum for a meeting of
Holders; provided, however, that if any
action is to be taken at such meeting with respect to a consent, waiver,
request, demand, notice, authorization, direction or other action which may be
given by the holders of not less than a specified percentage in aggregate
principal amount of the Debt Securities, the Persons holding or representing
such specified percentage in aggregate principal amount of the Debt Securities
will constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned

    




    
      
         


      

      
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    meeting
may be further adjourned for a period of not less than 10 days as determined by
the permanent chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 9.02, except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Debt
Securities which shall constitute a quorum.

     

    Except as
limited by the proviso in the first paragraph of Section 11.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Debt Securities; provided, however, that, except
as limited by the proviso in the first paragraph of Section 11. 02, any
resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action that this Indenture expressly provides
may be given by the Holders of not less than a specified percentage in aggregate
principal amount of the Debt Securities may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of a not less than such specified
percentage in aggregate principal amount of the Debt Securities.

     

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

     

    ARTICLE
X

     

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    Section
10.01. Issuer May
Consolidate, etc., Only on Certain Terms. The Issuer shall not merge or
consolidate with or into any other entity or sell, convey, transfer or otherwise
dispose of all or substantially all of its assets or capital stock to any Person
authorized to acquire and operate the same, unless:

     

    (a) the
entity formed by such consolidation or into which the Issuer is merged or the
Person which acquires by sale, conveyance, transfer or other disposition, all or
substantially all of the assets or capital stock of the Issuer (the "successor
corporation") shall be a corporation or other banking organization organized and
existing under the laws of the United States 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 satisfactory
to the Trustee, the due and punctual payment of the principal of and interest on
all the Debt Securities and the performance of every covenant of this Indenture
on the part of the Issuer to be performed or observed;

     

    (b)
immediately after giving effect to such transaction and treating any
indebtedness that becomes an obligation of the Issuer as a result of such
transaction as having been incurred by the Issuer at the time of such
transaction, no Default, and no

    


    




    
      
         


      

      
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    event
that, after notice or lapse of time, or both, would become a Default, shall have
happened and be continuing; and

     

    (c) the
Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger, sale, conveyance, transfer
or other disposition, and the assumption by any successor entity, and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.

     

    Section
10.02. Successor
Corporation Substituted. Upon any consolidation with or merger into any
other corporation, or any sale, conveyance, transfer or other disposition of all
or substantially all of the assets or capital stock of the Issuer in accordance
with Section 10.01, the successor corporation formed by such consolidation or
into which the Issuer is merged or to which such sale, conveyance, transfer or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such successor corporation had been named as the Issuer herein, and
thereafter, the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Debt Securities.

     

    Section
10.03. Opinion of
Counsel. The Trustee shall be entitled to receive and, subject to
Sections 6.01 and 6.03, shall be protected in relying upon an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, sale, conveyance or
lease and any such assumption complies with the provisions of this
Article.

     

    ARTICLE
XI

     

    SUPPLEMENTAL
INDENTURES

     

    Section
11.01. Supplemental
Indentures without Consent of Holders. Without the consent of any
Holders, the Issuer, 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 satisfactory to the Trustee, for any of the
following purposes:

     

    (a) to
evidence the succession of another corporation to the Issuer and the assumption
by such successor of the covenants of the Issuer herein and in the Debt
Securities contained; or

     

    (b) to
add to the covenants of the Issuer, for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Issuer; or

     

    (c) to
add any additional Defaults or Events of Default; or

     

    (d) to
change or eliminate any of the provisions of this Indenture, provided, that any
such change or elimination shall become effective only when there is no
Outstanding Debt Security created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision and as to which such
supplemental indenture would apply; or

    




    
      
         


      

      
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    (e) to
establish the form or terms of Debt Securities; or

     

    (f) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee pursuant to the requirements of Section 6.11; or


     

    (g) to
evidence any changes to Section 6.08 or 6.09 permitted by the terms

    thereof;
or

     

    (h) to
cure any ambiguity, to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
that shall not be inconsistent with any provision of this Indenture; provided, that such
other provisions shall not adversely affect the interests of the Holders of
Outstanding Debt Securities created prior to the execution of such supplemental
indenture in any material respect.

     

    Section
11.02. Supplemental
Indentures with Consent of Holders. With the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities
affected by such supplemental indenture, by Act of said Holders delivered to the
Issuer and the Trustee, the Issuer, 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 under this Indenture of such Debt Securities; provided, however, that no
such supplemental indenture shall, without such consent of the Holder of each
Outstanding Debt Security affected thereby,

     

    (a)
change the Maturity Date of the Debt Securities or any Interest Payment Date, or
reduce the principal amount of any Debt Security or change the manner of
calculating the Interest Rate thereon, or change any of the redemption
provisions or reduce the amount provable in bankruptcy or insolvency pursuant to
Section 5.04, or change the Place of Payment where, or the currency in which,
any Debt Security or any interest thereon is payable, or impair or affect the
right of any Holder of Debt Securities to institute suit for the enforcement of
any payment on or after the Maturity Date or the Tax Redemption Date thereof;
or

     

    (b)
reduce the percentage in principal amount of the Outstanding Debt Securities,
the consent of whose Holders is required for any supplemental indenture, or the
consent of whose Holders is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture; or

     

    (c)
modify any of the provisions of this Section or Section 5.13, except to increase
any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 11.01(f)

    




    
      
         


      

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

     

    Section
11.03. Execution of
Supplemental Indentures. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a material way.

     

    Section
11.04. Effect of
Supplemental Indentures. Upon the execution of any supplemental indenture
under this Article, 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 Debt Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     

    Section
11.05. Reference in
Debt Securities to Supplemental Indentures. Debt Securities authenticated
and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Issuer or the Trustee shall so determine, new Debt Securities
so modified as to conform, in the opinion of the Board of Directors of the
Issuer, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Trustee in exchange for
Outstanding Debt Securities.

     

    Section
11.06. Subordination
Unimpaired. No supplemental indenture entered into under this Article
shall modify, directly or indirectly, the provisions of Article XV or the
definition of Senior Indebtedness in Section 1.01 in any manner that might alter
or impair the subordination of the Debt Securities with respect to Senior
Indebtedness then outstanding unless each holder of such Senior Indebtedness has
consented thereto in writing.

     

    Section
11.07. Notice of
Supplemental Indenture. Promptly after the execution by the Issuer and
the Trustee of any supplemental indenture pursuant to Section 11.02, the Issuer
shall transmit to the Holders a notice setting forth the substance of such
supplemental indenture.

     

    ARTICLE
XII

     

    COVENANTS

     

    Section
12.01. Payment of
Principal and Interest. The Issuer covenants and agrees for the benefit
of the Debt Securities, that it will duly and punctually pay the principal of
and interest on the Debt Securities in accordance with the terms of the Debt
Securities and this Indenture. At the option of the Issuer, each installment of
interest on the Debt Securities on any Interest Payment Date other than the
Maturity Date or the Tax Redemption Date, as applicable,

    




    
      
         


      

      
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    may be
paid (i) by mailing checks for such interest payable to the order of the Holders
of Debt Securities entitled thereto as they appear on the registrar or (ii) by
wire transfer to any account with a banking institution located in the United
States designated by a Holder to the paying agent no later than the related
record date. Notwithstanding anything to the contrary contained in this
Indenture or any Debt Security, if an entity that holds a pool of trust
preferred securities and/or debt securities or a trustee thereof is the Holder
of any Debt Security, then all payments in respect of such Debt Security shall
be made by the Issuer in immediately available funds when due.

     

    Section
12.02. Tax Treatment
of the Debt Securities. The Company will treat the Debt Securities as
indebtedness, and the interest payable in respect of such Debt Securities
(including any Additional Amounts) as interest, for all US. federal income tax
purposes. All payments in respect of such Debt Securities will be made free and
clear of US. withholding tax provided, that (i) any beneficial owner thereof
that is a "United States person" within the meaning of Section 770 1 (a)(30) of
the Code (A) has provided an Internal Revenue Service Form W-9 (or any
substitute or successor form) in the manner required establishing its status as
a "United States person" for US. federal income tax purposes, and (B) the
Internal Revenue Service has neither notified the Issuer that the taxpayer
identification number furnished by such beneficial owner is incorrect nor
notified the Issuer that there is underreporting by such beneficial owner, and
(ii) any beneficial owner thereof that is not a "United States person" within in
the meaning of Section 7701(a)(30) of the Code has provided an Internal Revenue
Service Form W-8 BEN, Internal Revenue Service Form W-8ECI, or Internal Revenue
Service Form W-8EXP, as applicable (or any substitute or successor form) in the
manner required establishing its non-US. status for U. S. federal income tax
purposes.

     

    Section
12.03. Maintenance of
Office or Agency. The Issuer will maintain in Wilmington, Delaware, in
Philadelphia, Pennsylvania or in each Place of Payment an office or agency where
Debt Securities may be presented or surrendered for payment, where Debt
Securities may be surrendered for transfer or exchange and where notices and
demands to or upon the Issuer in respect of the Debt Securities and this
Indenture may be served. The Issuer will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Issuer hereby appoints the
Trustee as its agent to receive all presentations, surrenders, notices and
demands.

     

    The
Issuer may also from time to time designate different or additional offices or
agencies to be maintained for such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuer of its obligations described in the preceding paragraph. The Issuer will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.

     

    Section
12.04. Money for Debt
Securities: Payments To Be Held in Trust. If the Issuer shall at any time
act as its own Paying Agent with respect of Debt Securities, it will, on or
before each Interest Payment Date and the Redemption Date, segregate and hold in
trust for the benefit

    




    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    of the
Persons entitled thereto a sum sufficient to pay the interest and principal
interest so becoming due, respectively, until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

     

    Whenever
the Issuer shall have one or more Paying Agents it will, prior to each Interest
Payment Date and the Maturity Date or Tax Redemption Date, as applicable,
deposit with any such Paying Agent a sum sufficient to pay the principal or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless any such Paying Agent is the Trustee) the
Issuer will promptly notify the Trustee of its action or failure so to
act.

     

    The
Issuer will cause each Paying Agent 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, that such Paying Agent
will:

     

    (a) hold
all sums held by it for the payment of the principal of or interest in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

     

    (b) give
the Trustee notice of any default by the Issuer (or any other obligor upon the
Debt Securities) in the making of any payment of principal of or interest on the
Debt Securities; and

     

    (c) at
any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

     

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

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of or interest on any Debt Security and
remaining unclaimed for two years after such principal or interest has become
due and payable shall be paid to the Issuer upon Issuer Request, or (if then
held by the Issuer) shall be discharged from such trust, and the Holder of such
Debt Security shall thereafter, as an unsecured general creditor, look only to
the Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuer as
trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent before being required to make any such repayment,
may at the expense of the Issuer cause to be transmitted in the manner and to
the extent provided by Section l.05, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Issuer.

    


    




    
      
         


      

      
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    Section
12.05. Officers'
Certificate as to Default. The Issuer will deliver to the Trustee, on or
before a date not more than four months after the end of each fiscal year of the
Issuer, so long as Debt Securities are Outstanding hereunder, an Officers'
Certificate (one of the signers of which shall be the principal executive,
principal financial or principal accounting officer of the Issuer), stating
whether or not to the best knowledge of the signers thereof the Issuer is in
default in the performance and observation of any of the terms,' provisions and
conditions of this Indenture, and, if the Issuer shall be in default, specifying
all such defaults and the nature thereof of which they may have knowledge. Such
compliance shall be determined without regard to periods of grace or notice
requirements.

     

    Section
12.06. Regulatory
Reports. Within 90 days after the end of each fiscal year, the Issuer
will deliver to the Holder(s) (i) a copy of the Issuer's audited financial
statements (including balance sheet and income statement) covering the related
annual period and (ii) the report of the independent accountants with respect to
such financial statements and so long as an entity that holds a pool of trust
preferred securities and/or debt securities or a trustee thereof is a Holder of
any Debt Security, the Issuer will deliver to the Holder(s) a copy of the
Issuer's quarterly regulatory financial reports promptly following its filing
with the Issuer's federal regulatory authority (including each "Consolidated
Reports of Condition and Income" on reporting form FFIEC 031 or 041, or the
Federal Reserve Board's Forms FRY -6 and FRY -9, or the Office of Thrift
Supervision's "Thrift Financial Report" form, as applicable, or such other
similar quarterly regulatory reporting form as may be amended and in affect from
time to time).

     

    ARTICLE
XIII

     

    T AX
EVENT REDEMPTION

     

    Section
13.01. Tax Event
Redemption. If a Tax Event shall occur and be continuing, the Issuer
shall have the right, subject to the receipt by the Issuer of prior approval
from the Issuer's appropriate federal regulatory authority (if then required
under the applicable regulations or guidelines of such regulatory authority) to
redeem the Debt Securities, in whole but not in part, at any time within 90 days
following the occurrence of such Tax Event (the "Tax Redemption Date"), at the
Tax Redemption Price.

     

    "Tax
Redemption Price" means an amount in cash equal to 104.20% of the principal
amount of the Debt Securities to be redeemed prior to July 23, 2005 and
thereafter equal to the percentage for the principal amount of the Debt
Securities that is specified below for the Tax Redemption Date plus, in each
case, unpaid interest accrued thereon to the Tax Redemption Date:

     

    


    
      	Tax Redemption During the
12-Month	 
      
	Period Beginning July 23,	 
      
	 	 
      	
              Percentage of Principal
    Amount

            
	 	
              2005

            	
              103.360%

            
	 	
              2006

            	
              102.520%

            


       

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

       

      	 	
              2007

            	
              101.680%

            
	 	
              2008

            	
              100.840%

            
	 	
              2009
      and thereafter

            	
              100%

            


    

     

    
 

    Section
13.02. Notice of
Redemption. In case the Issuer shall desire to exercise the right to
redeem the Debt Securities, it shall fix a Tax Redemption Date and shall mail a
notice of such redemption at least 30 and not more than 60 days prior to the Tax
Redemption Date to the Holders of the Debt Securities at their last addresses as
the same appear on the Security Register. Such mailing shall be by first class
mail. The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice. In any case, failure to give such notice by mail or any defect in the
notice to the Holder of any Debt Security shall not affect the validity of the
proceedings for the redemption of any other Debt Security.

     

    Each such
notice of redemption shall specify the CUSIP number, if any, of the Debt
Securities to be redeemed, the date fixed for redemption, the Tax Redemption
Price at which Debt Securities are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such Debt
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue.

     

    The
Issuer will give the Trustee notice not less than 45 nor more than 60 days prior
to the Tax Redemption Date as to the Tax Redemption Price at which the Debt
Securities are to be redeemed and the aggregate principal amount of Debt
Securities to be redeemed.

     

    Section
13.03 .. Payment of
Debt Securities Called for Redemption. If notice of redemption has been
given as provided in Section 13.02, the Debt Securities with respect to which
such notice has been given shall become due and payable on the Tax Redemption
Date and at the place or places stated in such notice at the applicable Tax
Redemption Price, together with any Additional Amounts, and on and after said
Tax Redemption Date (unless the Issuer shall default in the payment of such Debt
Securities at the Tax Redemption Price) interest on the Debt Securities shall
cease to accrue. Prior to 10:00 a.m. New York City time on the Tax Redemption
Date specified in such notice of redemption, the Issuer will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem the Debt Securities on the Tax Redemption Date at the Tax Redemption
Price. On presentation and surrender of such Debt Securities at a place of
payment specified in said notice, such Debt Securities shall be paid and
redeemed by the Issuer at the Tax Redemption Price.

    




    
      
         


      

      
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    ARTICLE
XIV

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

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

     

    ARTICLE
XV

     

    SUBORDINATION
OF DEBT SECURITIES

     

    Section
15.01. Agreement to
Subordinate. The Issuer, for itself, its successors and assigns,
covenants and agrees, and each Holder of a Debt Security likewise covenants and
agrees by such Holder's acceptance thereof, that the obligation of the Issuer to
make any payment on account of the principal of and interest on each and all of
the Debt Securities shall, to the extent and in the manner provided herein, be
subordinate and junior in right of payment to the Issuer's obligations to the
holders of Senior Indebtedness.

     

    In the
event of any insolvency, bankruptcy, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation, dissolution or winding-up of or relating
to the Issuer as a whole, whether voluntary or involuntary, all obligations of
the Issuer to holders of Senior Indebtedness shall be entitled to be paid in
full before any payment, whether in cash, property or otherwise, shall be made
on any account of the principal of or interest on any of the Debt Securities. In
the event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid
from the remaining assets of the Issuer the amounts at the time due and owing on
account of unpaid principal of and interest, if any, on the Debt Securities. In
addition, in the event of any such proceeding, if any payment or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities (other than securities of the Issuer or any other corporation
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 Debt Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), including any such payment or distribution that may be payable or
deliverable by reason of the payment of any other indebtedness of the Issuer
being subordinated to the payment of the Debt Securities, shall be received by
the Trustee or the Holders before all Senior Indebtedness is paid

    




    
      
         


      

      
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    in full,
such payment or distribution shall be held (in trust if received by such
Holders) for the benefit of and shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably, for application to the
payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

     

    The
subordination provisions of the foregoing paragraph shall not be applicable to
amounts at the time due and owing on the Debt Securities on account of the
unpaid principal of or premium, if any, or interest on the Debt Securities for
the payment of which funds have been deposited in trust with the Trustee or any
Paying Agent or have been set aside by the Issuer in trust in accordance with
the provisions of this Indenture; nor shall such provisions impair any rights,
interests, remedies or powers of any secured creditor of the Issuer in respect
of any security the creation of which is not prohibited by the provisions of
this Indenture.

     

    The
Holders of Debt Securities and the Trustee, in respect of any claims of the
Holders to payment of any principal or interest in respect of any Debt
Securities, by their acceptance thereof will be deemed to have waived any right
of set-off or counterclaim that such Holders or (subject to Section 6.07) the
Trustee, respectively, in such respect, might otherwise have.

     

    The
Issuer shall give prompt written notice to the Trustee of any insolvency,
bankruptcy, receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any liquidation,
dissolution or winding-up or relating to the Issuer as a whole, whether
voluntary or involuntary, or of any default with respect to any Senior
Indebtedness that would prevent the Trustee from making any payment in respect
of the Debt Securities under this Section. The Trustee, subject to the
provisions of Section 6.01, shall be entitled to assume that, and may act as if,
no such event has occurred unless a Responsible Officer of the Trustee assigned
to the Corporate Trust Office has received at the. Corporate Trust Office of the
Trustee from the Issuer or anyone or more holders of Senior Indebtedness or any
receiver or conservator of the Issuer (who shall have been certified or
otherwise established to the satisfaction of the Trustee to be such a holder or
trustee) written notice thereof Upon any distribution of assets of the Issuer
referred to in this Article, the Trustee and Holders shall be entitled to rely
conclusively upon a certificate of the receiver or conservator, or any order or
decree entered by a court of competent jurisdiction, or other Person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article. In the absence of a certificate from any such liquidating trustee,
receiver, conservator, agent or other Person, the Trustee, subject to Section
6.01, shall be entitled to rely conclusively upon a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of such Senior Indebtedness (or is such a trustee or
representative). In the event that the Trustee determines, in its discretion,
that further evidence is required with respect to the right of any Person, as a
holder of Senior Indebtedness, to participate in any payment or distribution
pursuant to this Section, the Trustee may request

    



    
      
         


      

      
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    such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, as to the extent to
which such Person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such Person under this Section,
and if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

     

    Section
15.02. Obligation of
the Issuer Unconditional. Nothing contained in this Article or elsewhere
in this Indenture is intended to or shall impair, as between the Issuer and the
Holders, the obligation of the Issuer, which is absolute and unconditional, to
pay to such Holders the principal of and premium, if any, and interest on the
Debt Securities when, where and as the same shall become due and payable, all in
accordance with the terms of the Debt Securities, or is intended to or shall
affect the relative rights of such Holders and creditors of the Issuer other
than the holders of Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the Holder of any Debt Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness in respect of cash, property or securities of the Issuer
received upon the exercise of any such remedy.

     

    Section
15.03. Limitations on
Duties to Holders of Senior Indebtedness. In the event and during the
continuation of any default in the payment of principal of or interest on any
Senior Indebtedness beyond any applicable period of grace, or in the event that
the maturity of any Senior Indebtedness has been accelerated because of a
default, then, unless and until such default or event of default shall have been
cured or waived or shall have ceased to exist, no payment of principal of or
interest, if any, on the Debt Securities, or in respect of any redemption,
exchange, retirement, purchase or other acquisition of any of the Debt
Securities shall be made by the Issuer.

     

    In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.03, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, but only to the extent that the holders of the
Senior. Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior
Indebtedness.

     

    Section
15.04. Notice to
Trustee of Facts Prohibiting Payments. The Issuer shall give prompt
written notice to a Responsible Officer of the Trustee at the Corporate Trust
Office of any fact known to the Issuer that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Debt Securities
pursuant to the provisions of this Article XV. Notwithstanding any of the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not at any time be charged with knowledge of the existence of any facts
that would prohibit the making of any payment of funds to or by the Trustee
unless and until a Responsible Officer of the Trustee assigned to its Corporate
Trust Division shall have received at the



    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    Corporate
Trust Office written notice thereof from the Issuer or from one or more holders
of Senior Indebtedness or from any trustee therefor who shall have been
certified by the Issuer or otherwise established to the reasonable satisfaction
of the Trustee to be such a holder or trustee; and, prior to the receipt of such
written notice, the Trustee, subject to the provisions of Section 6.01, shall be
entitled in all respects to assume that no such facts exist; provided, however, that if
prior to the fifth Business Day preceding the date upon which by the terms
hereof any such funds may become payable, or if prior to the third Business Day
preceding the date of the execution of instruments pursuant to Section 4.01
acknowledging satisfaction and discharge of this Indenture, the Trustee shall
not have received with respect to such funds the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and/or 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 on or after such date;
provided, however, no such application shall affect the obligations under this
Article of the Persons receiving such moneys from the Trustee.

     

    Section
15.05. Application by
Trustee of Moneys Deposited with It. Anything in this Indenture to the
contrary notwithstanding, any deposit of a sum by the Issuer with the Trustee or
any agent (whether or not in trust) for any payment of the principal of or
interest on any Debt Securities shall, except as provided in Section 15.04, be
subject to the provisions of Section 15.01.

     

    Section
15.06. Subrogation. Subject
to the payment in full of all Senior Indebtedness, the Holders shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of assets of the Issuer applicable to such Senior
Indebtedness until the Debt Securities shall be paid in full, and none of the
payments or distributions to the holders of such Senior Indebtedness to which
the Holders or the Trustee would be entitled except for the provisions of this
Article or of payments made, pursuant to the provisions of this Article, to the
holders of such Senior Indebtedness by the Holders or the Trustee shall, as
among the Issuer, its creditors other than the holders of such Senior
Indebtedness, and the Holders, be deemed to be a payment by the Issuer to or on
account of such Senior Indebtedness; it being understood that the provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the Holders, on one hand, and the holders of the Senior
Indebtedness, on the other hand.

     

    Section
15.07. Subordination
Rights Not Impaired by Acts or Omissions of Issuer or Holders of Senior
Indebtedness. No right of any present or future holders of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Issuer or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Issuer with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof with which any such
holder may have or be otherwise charged. The holders of Senior Indebtedness may,
at any time or from time to time and in their absolute discretion, change the
manner, place or terms of payment, change or extend the time of payment of, or
renew or alter, any such Senior Indebtedness, or amend or supplement any
instrument pursuant to which any such Senior Indebtedness is issued or by which
it may be secured, or release any security therefor, or exercise or refrain from
exercising any other of their rights under the Senior Indebtedness including,
without limitation, the waiver of default thereunder, all without notice to or
assent from the

    




    
      
         


      

      
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    Holders
or the Trustee and without affecting the obligations of the Issuer, the Trustee
or the Holders under this Article.

     

    Section
15.08. Authorization
of Trustee to Effectuate Subordination of Debt Securities. Each
Holder of a Debt Security, by his or her acceptance thereof, authorizes and
expressly directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate, as between the Holders and the holders
of Senior Indebtedness, the subordination provided in this Article. If, in the
event of any proceeding or other action relating to the Issuer referred to in
the second paragraph of Section 15.01, a proper claim or proof of debt in the
form required in such proceeding or action is not filed by or on behalf of the
Holders prior to 15 days before the expiration of the time to file such claim or
claims, then the holder or holders of Senior Indebtedness shall have the right
to file and are hereby authorized to file an appropriate claim for and on behalf
of the Holders.

     

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

     

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

     

    Nothing
in this Article XV shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.07.

     

    Section
15.10. Article XV Not
to Prevent Defaults (Including Events of Default). The failure to make a
payment pursuant to the terms of the Debt Securities by reason of any provision
in this Article shall not be construed as preventing the occurrence of a Default
(including an Event of Default, if any).

     

    Section
15.11. Article
Applicable to Paying Agents. The term "Trustee" as used in this Article
shall (unless the context shall otherwise require) be construed as extending to
and including each Paying Agent appointed by the Issuer and acting hereunder
within its meaning as fully for all intents and purposes as if the Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Sections 15.04 and 15.09 shall not apply to the Issuer or any
Affiliate of the Issuer if the Issuer or such Affiliate acts as Paying
Agent.

     

    * * * * *

    




    
      
         


      

      
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    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.

    


     

     

     

     

    

 

    
      
         


      

      
        54

        
          

        

      

      
         


      

    


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

     

    


    
      	 
      	
              New
      Century Bank

            
	 
      	 
      	 
      
	 
      	
              By:
      /s/ Kenneth B. Mumma

            
	 
      	
              Name:
      Kenneth B. Mumma

            
	 
      	
              Title:
      Chairman and CEO

            
	 
      	
               

              WILMINGTON
      TRUST COMPANY,

            
	 
      	
              as
      Trustee, Paying Agent, Calculation Agent and Securities
      Registrar

            
	 
      	 
      	 
      
	 
      	
              By:

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      	 
      


    

    _


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


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

     

     

    
      	 
      	
              New
      Century Bank

            
	 
      	
              By:

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	
               

            	 
      	 
      
	 
      	
              WILMINGTON
      TRUST COMPANY,

            
	
               

            	
              as
      Trustee, Paying Agent, Calculation Agent and Securities
      Registrar

            
	 
      	 
      	 
      
	 
      	
              By:
      

            	
              /s/
      Denise M. Geran

            
	 
      	
              Name:

            	
              Denise
      M. Geran

            
	 
      	
              Title:

            	
              Vice
      President

            


    

    




    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    EXHIBIT
A


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF FLOATING RATE SUBORDINATED DEBT SECURITY DUE 2014

     

    [FACE
OF SECURITY]

     

    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 (THE "FDIC").

     

    THIS
OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND OTHER SENIOR
INDEBTEDNESS HOLDERS, IS UNSECURED AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY
THE ISSUER.

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS.

     

    NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO ANY APPLICABLE REGISTRATION REQUIREMENTS UNDER FEDERAL LAW OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR UNLESS SUCH TRANSACTION IS NOT
SUBJECT TO ANY SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM ANY
APPLICABLE REGISTRATION REQUIREMENTS OR (C) IF SUCH OFFER, SALE OR OTHER
TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER APPLICABLE FEDERAL LAW, SUBJECT TO
THE ISSUER'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(B) OR (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR
OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A Copy OF
WHICH MAY BE OBTAINED FROM THE ISSUER. THE HOLDER OF THIS SECURITY AGREES THAT
IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

     

    THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),(EACH A "PLAN"), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS
SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 96-
23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE
WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS
SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE
CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY
EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE
IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     

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

     

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

    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              Certificate
      No. ___________________

            	
              CUSIP: 
      ___________________

            


    

    


    Floating
Rate Subordinated Debt Security Due 2014

    


    of

    


    New
Century Bank

    


    New
Century Bank, aPennsylvania bank (the "Issuer"), for value received, hereby
promises to pay to Wilmington Trust Company, as Trustee for the benefit of
[HOLDER_OF _DEBT_SECURITIES] (the "Holder"), or registered assigns, the
principal sum of $2,000,000 on October 23,2014, and to pay interest thereon from
June 29,2004, or the most recent interest payment date (as defined below) to
which interest has been paid or duly provided for, quarterly in arrears on
January 23, April 23, July 23 and October 23 of each year, commencing October
23,2004 (each such date, an "Interest Payment Date"), at a floating rate per
annum, which, with respect to any Interest Period (as defined in the Indenture)
will be equal to LIBOR (as defined in the Indenture), as determined on the LIBOR
Determination Date (as defined in the Indenture) for such Interest Period (or,
in the case of the first Interest Period, will be 1.58%), plus 2.75% (the
"Interest Rate") (provided, however, that the
applicable Interest Rate for any Interest Period may not exceed the highest rate
permitted by New York law, as the same may be modified by United States law of
general application), until the principal hereof shall have become due and
payable, and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at an annual rate equal to the Interest Rate in
effect for each such Interest Period, compounded quarterly. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year and the actual number of days elapsed in the relevant Interest
Period. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date other than the Maturity Date or the
Tax Redemption Date (as defined on the reverse hereof), as applicable, will, as
provided in the Indenture, be paid to the Person in whose name this Debt
Security (or one or more Predecessor Securities, as defined in the Indenture) is
registered at the close of business on the "Regular Record Date" for such
interest installment, which shall be the fifteenth day prior to such Interest
Payment Date, whether or not such day is a Business Day. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the Holders on such Regular Record Date and may be paid to the Person
in whose name this Debt Security (or one or more Predecessor Debt Securities) is
registered at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof shall be
given to the Holders of the Debt Securities not more than 15 days and not less
than 10 days prior to such special record date, all as more fully provided in
the Indenture, or in any other lawful manner consistent with the provisions of
the Indenture.

     

    Payment
of the principal of and premium, if any, and interest on this Debt Security due
on the Maturity Date or the Tax Redemption Date as applicable, shall be made in
immediately available funds against presentation and surrender of this Debt
Security at the office or agency of the Trustee maintained for that purpose in
Wilmington, Delaware, or at the office or agency of any other Paying Agent
appointed by the Issuer maintained for that purpose in

    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Wilmington,
Delaware. Payment of interest on this Debt Security due on any Interest Payment
Date other than the Maturity Date or the Tax Redemption Date, as applicable,
shall be made at the option of the Issuer by check mailed to the Holder hereof
at such address as shall appear in the Security Register or by wire transfer of
immediately available funds to an account with a banking institution located in
the United States designated by a Holder to the paying agent no later than the
related record date. Notwithstanding anything to the contrary contained in the
Indenture or the Debt Security, if a Holder of this Debt Security is an entity
that holds a pool of trust preferred securities and/or debt securities or a
trustee thereof, payment of the principal of and premium, if any, and interest
on this Debt Security shall be made in immediately available funds when due at
such place and to such account as any such party may designate. All payments in
respect of this Debt Security shall be payable in any coin or currency of the
United States of America that at the time of payment is legal tender for payment
of public and private debts.

     

    Notwithstanding
anything to the contrary contained herein or in the Indenture, if any Interest
Payment Date, other than the Maturity Date or the Tax Redemption Date, as
applicable, falls on a day that is not a Business Day, then any interest payable
will be paid on, and such Interest Payment Date will be moved to, the next
succeeding Business Day, and additional interest will accrue for each day that
such payment is delayed as a result thereof If the Maturity Date or the Tax
Redemption Date, as applicable, falls on a day that is not a Business Day, then
the principal, premium, if any, and/or interest payable on such date will be
paid on the next succeeding Business Day, and no additional interest will accrue
in respect of such payment made on such next succeeding Business
Day.

     

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

     

    The
Issuer waives diligence, presentment, demand for payment, notice of nonpayment,
notice of protest, and all other demands notices.

     

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

     

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

    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Issuer has duly executed this certificate.

    


    
      	 
      	
              New
      Century Bank

               

            
	 
      	
              By:

            
	 
      	
              Name:

            
	 
      	
              Title:,

            


    

     

    CERTIFICATE
OF AUTHENTICATION

     

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

     

    


    
      	 
      	
              WILMINGTON
      TRUST COMPANY, not in its individual capacity but solely as
      Trustee

               

            
	 
      	
              By:

            
	 
      	 
      	
              Authorized
      Officer

            


    

     

    Dated: 
              ,  

    


    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [REVERSE
OF SECURITY]

     

    This Debt
Security is one of a duly authorized series of Debt Securities of the Issuer,
all issued orto be issued pursuant to an Indenture (the "Indenture"), dated as
of June 29, 2004, duly executed and delivered between the Issuer and Wilmington
Trust Company, as Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Debt Securities of which this Debt
Security is a part.

     

    Upon the
occurrence and continuation of a Tax Event (as defined in the Indenture), this
Debt Security may become due and payable, in whole but not in part, at any time,
within 90 days following the occurrence of such Tax Event (the "Tax Redemption
Date"), at the Tax Redemption Price.

     

    "Tax
Redemption Price" means an amount in cash equal to 104.20% of the principal
amount of this Debt Security to be redeemed prior to July 23,2005 and thereafter
equal to the percentage for the principal amount of this Debt Security that is
specified below for the Tax Redemption Date plus, in each case, unpaid interest
accrued thereon to the Tax Redemption Date:

    


    


    
      	Tax Redemption During the
12-Month	 
      
	Period Beginning July 23,	 
      
	 	 
      	
              Percentage of Principal
    Amount

            
	 	
              2005

            	
              103.360%

            
	 	
              2006

            	
              102.520%

            
	 	
              2007

            	
              101.680%

            
	 	
              2008

            	
              100.840%

            
	 	
              2009
      and thereafter

            	
              100%

            


    

    


    Any
redemption pursuant to the preceding paragraph will be made FDIC, if then
required under applicable capital guidelines or policies of the FDIC, upon not
less than 30 days' nor more than 60 days' prior written notice.

     

    In case
an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Debt Securities may be declared due and
payable, and upon such declaration of acceleration shall become due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture. Any such redemption will be made, subject to the receipt by the
Issuer of prior approval from the FDIC.

     

    Payment
at maturity is subject to the receipt by the Issuer of prior written approval
from the FDIC.

    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Indenture contains provisions permitting the Issuer and the Trustee, with the
consent of the Holders of a majority in aggregate principal amount of the Debt
Securities at the time outstanding affected thereby, as specified in the
Indenture, to execute supplemental. indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Debt Securities; provided, however, that no such
supplemental indenture shall, among other things, without the consent of the
Holders of each Debt Security then outstanding and affected thereby (i) change
the Maturity Date of the Debt Securities or any Interest Payment Date, or reduce
the principal amount of any Debt Security or change the manner of calculating
the Interest Rate thereon, or change any of the redemption provisions, or reduce
the amount provable in bankruptcy or insolvency pursuant to Section 5.04 of the
Indenture, or change the Place of Payment where, or the currency in which, any
Debt Security or any interest thereon is payable, or impair or affect the right
of any Holder of Debt Securities to institute suit for the payment thereof, or
(ii) reduce the aforesaid percentage of Debt Securities, the Holders of which
are required to consent to any such supplemental indenture or any waiver of
compliance with certain provisions of the Indenture or any Event of Defaults
thereunder and their consequences. The Indenture contains provisions permitting
the Holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding affected thereby as provided in the Indenture, on behalf
of all of the Holders of the Debt Securities, to waive any past Event of
Default. Any such waiver by the registered Holder of this Debt Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debt Security and of any
Debt Security issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such waiver is made upon this Debt Security.

     

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

     

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

     

    The Debt
Securities are issuable only in registered certificated form without coupons. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Debt Securities are exchangeable for a like aggregate principal
amount of Debt Securities of a different authorized denomination, as requested
by the Holder surrendering the same.

    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Prior to
due presentment for registration of transfer of this Debt Security, the Issuer,
the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and
the Security Registrar may deem and treat the Holder hereof as the absolute
owner hereof (whether or not this Debt Security shall be overdue and
notwithstanding any notice of ownership or writing hereon) for the purpose of
receiving payment of or on account of the principal of and premium, if any, and
interest on this Debt Security and for all other purposes, and neither the
Issuer nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any
transfer agent nor any Security Registrar shall be affected by any notice to the
contrary.

     

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

     

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

     

    THIS
DEBT SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SAID
STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.