ex4_6.htm


    
      

    

    Exhibit 4.6

     

    
      CENTEX
CORPORATION

      


      Issuer

      


      AND

      


      U.S. BANK
NATIONAL ASSOCIATION

      


      Trustee

      
 

      ---------------

      


      


      I N D E N
T U R E

      


      Dated as
of November 5, 2008

      


      


      ---------------

      


      


      SUBORDINATED
DEBT SECURITIES

      (Issuable
in Series)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TIE-SHEET

      


      of
provisions of the Trust Indenture Act of 1939 with the Indenture, dated as of
November 5, 2008, between Centex Corporation and U.S. Bank National Association,
as Trustee:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Section
      of Act

                                    	 
      	
                                      Section
      of Indenture

                                    
	
                                      310

                                    	
                                      (a)(1)

                                    	
                                      8.09

                                    
	 
      	
                                      (a)(2)

                                    	
                                      8.09

                                    
	 
      	
                                      (a)(3)

                                    	
                                      Not
      applicable

                                    
	 
      	
                                      (a)(4)

                                    	
                                      Not
      applicable

                                    
	 
      	
                                      (b)

                                    	
                                      8.08
      and 8.10(b)

                                    
	 
      	
                                      (c)

                                    	
                                      Not
      applicable

                                    
	
                                      311

                                    	
                                      (a)

                                    	
                                      8.13

                                    
	 
      	
                                      (b)

                                    	
                                      8.13

                                    
	 
      	
                                      (c)

                                    	
                                      Not
      applicable

                                    
	
                                      312

                                    	
                                      (a)

                                    	
                                      6.01
      and 6.02(a)

                                    
	 
      	
                                      (b)

                                    	6.02(b) 
      
	 
      	
                                      (c)

                                    	6.02(c) 
      
	
                                      313

                                    	
                                      (a)

                                    	
                                      6.04(a)

                                    
	 
      	
                                      (b)(l)

                                    	
                                      Not
      applicable

                                    
	 
      	
                                      (b)(2)

                                    	6.04(b) 
      
	 
      	
                                      (c)

                                    	6.04(c) 
      
	 
      	
                                      (d)

                                    	6.04(d) 
      
	
                                      314

                                    	
                                      (a)(l)

                                    	
                                      6.03(a)

                                    
	 
      	
                                      (a)(2)

                                    	6.03(b) 
      
	 
      	
                                      (a)(3)

                                    	
                                      6.03(c)

                                    
	 
      	
                                      (b)

                                    	
                                      Not
      applicable

                                    
	 
      	
                                      (c)(l)

                                    	
                                      15.07

                                    
	 
      	
                                      (c)(2)

                                    	
                                      15.07

                                    
	 
      	
                                      (c)(3)

                                    	
                                      Not
      applicable

                                    
	 
      	
                                      (d)

                                    	
                                      Not
      applicable

                                    
	 
      	
                                      (e)

                                    	
                                      15.07

                                    
	
                                      315

                                    	
                                      (a)(l)

                                    	
                                      8.01(a)(1)

                                    
	 
      	
                                      (a)(2)

                                    	
                                      8.01(a)(2)

                                    
	 
      	
                                      (b)

                                    	
                                      7.07

                                    
	 
      	
                                      (c)

                                    	
                                      8.01

                                    
	 
      	
                                      (d)

                                    	
                                      8.01

                                    
	 
      	
                                      (e)

                                    	
                                      7.08

                                    
	
                                      316

                                    	
                                      (a)(l)

                                    	
                                      7.01
      and 7.06

                                    
	 
      	
                                      (a)(2)

                                    	
                                      Omitted

                                    
	 
      	
                                      (a)

                                    	
                                      last
      sentence 9 04

                                    
	 
      	
                                      (b)

                                    	
                                      7.04

                                    
	
                                      317

                                    	
                                      (a)

                                    	
                                      7.02

                                    
	 
      	
                                      (b)

                                    	5.05 
      
	
                                      318

                                    	
                                      (a)

                                    	
                                      15.09

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      This
tie-sheet is not a part of the Indenture as executed.


      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      


      INDENTURE, dated as of November 5,
2008, between CENTEX CORPORATION, a corporation duly organized and existing
under the laws of the State of Nevada (hereinafter sometimes referred to as the
“Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States of America
(hereinafter sometimes referred to as the “Trustee”).

       

      PRELIMINARY
STATEMENT

       

      The Company has duly authorized the
execution and delivery of this Indenture to provide for one or more series of
Subordinated Debt Securities, issuable as provided in this Indenture. Each
series of such Subordinated Debt Securities will be issued only under a separate
Series Supplement to this Indenture duly executed and delivered by the Company
and the Trustee and limited to amounts therein prescribed. All covenants and
agreements made by the Company herein are for the benefit and security of the
holders of Subordinated Debt Securities. The Company is entering into this
Indenture, and the Trustee is accepting the trust created hereby, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

       

      ARTICLE
ONE

      DEFINITIONS.

       

      SECTION
1.01.  The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939 or which are
by reference therein defined in the Securities Act of 1933, as amended (except
as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.  

       

      Authorized
Newspaper:

      


      The term “authorized newspaper” shall
mean a newspaper printed in the English language and customarily published at
least once a day for at least five days in each calendar week, whether or not
published on Saturdays, Sundays or legal holidays, and of general circulation in
the Borough of Manhattan, The City of New York. Whenever under the provisions of
this Indenture two or more publications of a notice or other communication are
required or permitted, such publications may be in the same or different
newspapers.

      


      Board of
Directors:

      


      The term “Board of Directors” shall
mean the Board of Directors of the Company and duly authorized committees of
such Board.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      Business
Day:

      


      The term “business day” shall mean
any day except a Saturday, a Sunday or a day on which banking institutions are
legally authorized to close in The City of New York or Dallas,
Texas.

      


      Capitalized
Lease Obligation:

      


      The term “Capitalized Lease
Obligation” shall mean any obligation of the Company, as lessee or guarantor, to
pay rent under a lease of real or personal property, which obligation, in the
judgment of the Company, is required to be capitalized on the balance sheet of
the Company in accordance with generally accepted accounting
principles.

      


      Certificate
of a Firm of Independent Public Accountants:

      


      The term “Certificate of a Firm of
Independent Public Accountants” shall mean a certificate signed by an
individual, partnership or corporation engaged in accounting work who may be the
accountants regularly employed by the Company. Each such certificate shall
include the statements provided for in Section 15.07, if and to the extent
required by the provisions thereof.

      


      Company:

      


      The term “Company” shall mean CENTEX
CORPORATION, a Nevada corporation, and, subject to the provisions of Article
Twelve, shall also include its successors and assigns.

      


      Corporate
trust office:

      


      The term “corporate trust office” of
the Trustee shall mean with respect to functions required to be transacted in
New York, an office or agency of the Trustee in the Borough of Manhattan, City
and State of New York, designated by the Trustee, from time to time, as the
Trustee's corporate trust office for purposes of this Indenture which office at
the date of the execution of this Indenture is located at U.S. Bank National
Association, 100 Wall Street, Suite 1600, New York, New York 10005, Mail Station
EX-NY-Wall, and with respect to any other function to be performed by Trustee
hereunder either at the foregoing address or at the corporate trust office of
Trustee which office at the date of execution of this Indenture is located at
14241 Dallas Parkway, Dallas, Texas 75254 or at any other office or agency so
designated by the Trustee.

       

      Subordinated
Debt Security; “outstanding” with reference to Subordinated Debt
Securities:

      


      The term “Subordinated Debt Security”
or “Subordinated Debt Securities” shall mean a Subordinated Debt Security or
Subordinated Debt Securities, as the case may be, consisting of debentures,
notes and/or other unsecured evidences of indebtedness, authenticated and
delivered under this Indenture.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      


      The term “outstanding”, when used
with reference to Subordinated Debt Securities, shall, subject to the provisions
of Section 9.04, mean, as of any particular time, all Subordinated Debt
Securities authenticated and delivered by the Trustee under this Indenture,
except

      


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

      


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

      


      (c) Subordinated Debt Securities in
lieu of or in substitution for which other Subordinated Debt Securities shall
have been authenticated and delivered pursuant to the terms of Section
2.08.

      


      Subordinated
Debt Security Register; Subordinated Debt Security Registrar:

      


      The terms “Subordinated Debt Security
Register” and “Subordinated Debt Security Registrar” shall have the respective
meanings specified in Section 2.06.

      


      Event of
Default; default:

      


      The term “Event of Default” shall
mean any event specified in Section 7.01, continued for the period of time, if
any, and after the giving of notice, if any, therein designated.

      


      Unless the context otherwise
requires, the term “default” shall mean any occurrence which is, or with notice
or the lapse of time or both would become, an Event of Default; provided that
any occurrence which would become an Event of Default pursuant to Section
7.01(c) hereof shall not be deemed a default (but may nonetheless constitute an
Event of Default upon notice and lapse of time as provided in Section 7.01(c)
for purposes of the Indenture) until the expiration of five days after such
occurrence shall first become known, or in the exercise of reasonable care
should become known, to an officer of the Company.

      


      Holder:

      


      The term “holder”, “holder of
Subordinated Debt Securities”, or other similar term, shall mean any person in
whose name a Subordinated Debt Security shall at the time be registered in the
Subordinated Debt Security Register kept for that purpose.


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


      Indenture:

      


      The term “Indenture” shall mean this
instrument as originally executed, or, if amended or supplemented as herein
provided, as so amended or supplemented.

      


      Officers'
Certificate:

      


      The term “Officers' Certificate”
shall mean a certificate signed by the Chairman of the Board, the President or
any Vice President and by the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary of the Company. Each such certificate shall
include the statements provided for in Section 15.07, if and to the extent
required by the provisions thereof.

      


      Opinion
of Counsel:

      


      The term “Opinion of Counsel” shall
mean an opinion in writing signed by legal counsel who shall be satisfactory to
the Trustee and may be counsel to the Company. Each such opinion shall include
the statements provided for in Section 15.07, if and to the extent required by
the provisions thereof.

      


      Responsible
Officer:

      


      The term “responsible officer” when
used with respect to the Trustee shall mean the chairman or the vice-chairman of
the board of directors, the chairman of the executive committee of the board of
directors, the president, any vice president, any second or assistant vice
president, the cashier, any assistant cashier, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any senior trust officer or
trust officer, or any other 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 because of his knowledge of and familiarity with the
particular subject.

      


      Senior
Indebtedness of the Company:

      


      The term “Senior Indebtedness of the
Company” shall mean (a) the principal of, and premium, if any, and interest on,
(i) indebtedness (other than the Subordinated Debt Securities) of the Company
for money borrowed, whether or not evidenced by bonds, notes, debentures or
similar obligations, including any guarantee by the Company of any indebtedness
for money borrowed of any other person, whether any such indebtedness or
guarantee is outstanding on the date of this Indenture or is hereafter created,
assumed or incurred, (ii) Capitalized Lease Obligations of the Company, whether
outstanding on the date of this Indenture or hereafter incurred, (iii) all
indebtedness arising in favor of any bonding company under any performance or
payment bond or other similar bond issued by a company in connection with any
construction contract to which the Company is or was a party, and (iv)
indebtedness or obligations incurred, assumed or guaranteed by the Company
(whether outstanding on the date of this Indenture or hereafter created, assumed
or incurred) in connection with the acquisition or improvement of any property
or asset, tangible or intangible (including, without limitation, services or
materials purchased or contracted for purchase in the ordinary course of the
Company's business), or the acquisition by it or a Subsidiary of the Company of
any other business, unless, in each case referred to in clauses (i), (ii), (iii)
and (iv) above, by the terms of the instrument creating or evidencing the
indebtedness it is provided that such indebtedness ranks on a parity with the
Subordinated Debt Securities and is entitled to like rights of subrogation, or
is subordinated to, or is otherwise not superior in right of payment to, the
Subordinated Debt Securities; and (b) any other indebtedness, liability or
obligation, contingent or otherwise, of the Company (any such indebtedness,
liability or obligation being hereinafter in this definition referred to as an
“Obligation”), and any guarantee, endorsement or other contingent obligation in
respect of an Obligation of another, which is created, assumed or incurred by
the Company after the date of this Indenture and which, when created, assumed or
incurred, is specifically designated by the Company as Senior Indebtedness of
the Company for the purposes hereof in the instrument creating or evidencing
such Obligation or in the instrument creating or evidencing the Company's
liability with respect to the Obligation of another; and (c) any refundings,
renewals or extensions of any indebtedness, liability or obligation described in
clause (a) or (b) above.


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      


      Series:

      


      The term “Series” shall mean a
separate series of Subordinated Debt Securities issued pursuant to this
Indenture and the related Series Supplement.

      


      Series
Supplement or Supplement:

      


      The term “Series Supplement” or
“Supplement” shall mean an indenture supplemental to this Indenture that
authorizes a particular Series.

      


      Subsidiary:

      


      The term “Subsidiary” with respect to
any person shall mean a corporation or association, more than 50% of the voting
securities of which is owned by that person or by one or more of its other
Subsidiaries, or by that person in conjunction with one or more of its other
Subsidiaries. The term “voting securities” shall mean those securities of a
corporation or association having voting power for the election of directors or
trustees, either at all times or only so long as no senior class of securities
has such voting power arising out of defaults in dividends or the existence of
some other default, and the above percentage shall mean such number of units
thereof as shall have such percentage of such voting power.

      


      Trust
Indenture Act of 1939:

      


      The term “Trust Indenture Act of
1939” (except as herein otherwise expressly provided or unless the context
otherwise requires) shall mean the Trust Indenture Act of 1939 as in force at
the date of this Indenture as originally executed.

      


      Trustee:

      


      The term “Trustee” shall mean U.S.
Bank National Association, and, subject to the provisions of Article Eight,
shall also include its successors and assigns.

      


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
TWO

      ISSUE,
DESCRIPTION, FORM, EXECUTION, REGISTRATION OF TRANSFER AND EXCHANGE OF
SUBORDINATED DEBT SECURITIES.

       

      SECTION
2.01.  The Subordinated Debt Securities and the Trustee's certificate
of authentication are to be substantially in the forms set forth in this Section
2.01, with such appropriate insertions, omissions, substitutions, amendments,
changes and other variations as are required or permitted by this Indenture or
any Series Supplement, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which the
Subordinated Debt Securities may be listed or as may, consistently herewith, be
determined by the officers executing such Subordinated Debt Securities as
evidenced by their execution of the Subordinated Debt
Securities.  

       

      The definitive Subordinated 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 permitted by any Series Supplement or the rules of any securities
exchange on which the Subordinated Debt Securities may be listed, all as
determined by the officers executing such Subordinated Debt Securities, as
evidenced by their execution of such Subordinated Debt Securities.

       

      The form of Subordinated Debt
Securities and the Trustee's certificate of authentication are to be
substantially in the following forms, respectively:


      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      


      [FORM OF
FACE OF SUBORDINATED DEBT SECURITY]

       

      
        
          
            
              
                
                  
                    
                      	
                              No.

                            	 	
                              $

                            	 
	 
      	 	 
      	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

      


      CENTEX
CORPORATION

       

      [SUBORDINATED
DEBT SECURITY]

       

      CENTEX CORPORATION, a corporation duly
organized and existing under the laws of the State of Nevada (herein referred to
as the “Company”), for value received, hereby promises to pay to
_________________________________ or registered assigns, the principal sum of
________________ Dollars on __________, _____, in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts, and to pay interest on said principal sum
at the rate per annum specified in the title of this [Subordinated Debt
Security], with respect to interest accrued from [insert accrual date] to the
date of the current interest payment, to the registered holder hereof as of the
close of business on the _______ day of the month next preceding the month in
which an interest payment is due, in like coin or currency, all at any office or
agency of the Company to be maintained by the Company pursuant to Section 5.02
of the Indenture, which at all times shall include an office or agency in the
Borough of Manhattan, The City of New York, such interest payments to be made,
except as otherwise provided in the Indenture hereinafter referred to, [insert
interest frequency] on [insert payment dates], in each year, commencing
_____________, 20__, until payment of said principal sum has been made or duly
provided for; provided, however, that payment of interest may be made at the
option of the Company by check mailed on or before such payment date to the
address of the person entitled thereto as such address shall appear on the
Subordinated Debt Security Register.

       

      This [Subordinated Debt Security] shall
be deemed to be a contract made under the laws of the State of Texas, and for
all purposes shall be construed in accordance with the laws of said
State.

       

      Additional provisions of this
[Subordinated Debt Security] are contained on the reverse hereof and such
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       

      This [Subordinated Debt Security] shall
not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the
Indenture.

       

      IN WITNESS WHEREOF, CENTEX CORPORATION
has caused this instrument to be signed in its corporate name by the facsimile
signature of its President or a Vice President and by its Secretary or an
Assistant Secretary by his or her signature or a facsimile thereof, and a
facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.

       

      
        
          
            
              	 
      	
                      Dated:

                    	 	 
      


            

          

        

      


      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	 
      	 	
                          CENTEX
      CORPORATION

                        
	 	 	 
	 
      	 	
                          By:

                        	 
      
	 
      	 	 
      	
                          [Title]

                        
	
                          ATTEST:

                        	 	 
      	 
      
	 
      	 	 
      	 
      
	
                          [Title]

                        	 	 
      	 
      


                

              

            

          

        

      

      


       

      TRUSTEE'S
CERTIFICATE OF AUTHENTICATION

       

      This is one of the [Subordinated Debt
Securities] described in the within-mentioned Indenture.

       

      
        
          
            
              	 
      	
                      U.S.
      BANK NATIONAL ASSOCIATION,

                    
	 
      	
                      as
      Trustee

                    
	 	 
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Authorized
      Signature

                    


            

          

        

      


      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      


      [FORM OF
REVERSE OF SUBORDINATION DEBT SECURITY]

       

      CENTEX
CORPORATION

       

      This [Subordinated Debt Security] is
one of a duly authorized issue of Subordinated Debt Securities of the Company
issued and to be issued in one or more Series, and this [Subordinated Debt
Security] is one of the Series of Subordinated Debt Securities designated as its
[Subordinated Debt Securities] (herein referred to as the [Subordinated Debt
Securities]), limited to the aggregate principal amount of __________________
Million Dollars ($__________________), all issued or to be issued under and
pursuant to an indenture dated as of ________, 20__ (herein referred to as the
“Indenture”), duly executed and delivered by the Company to _____________
(referred to herein as the “Trustee”), to which Indenture and all indentures
supplemental thereto (including the Series Supplement dated as of ____________,
20__ which authorizes the [Subordinated Debt Securities]) reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders of the
Subordinated Debt Securities of each particular Series and the terms upon which
the Subordinated Debt Securities of each Series are, and are to be,
authenticated and delivered. All terms used in this Subordinated Debt Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture. As provided in the Indenture, the Subordinated Debt Securities
are issuable in Series which may vary as in the Indenture provided or
permitted.

       

      [The indebtedness evidenced by the
[Subordinated Debt Securities] is, to the extent and in the manner provided in
the Indenture, subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of the Company. As provided in the Indenture,
each holder of this [Subordinated Debt Security], by his acceptance hereof,
agrees to and shall be bound by all the provisions of the Indenture relating to
such subordination and authorizes the Trustee to take such action in his behalf
as may be necessary or appropriate to effectuate the subordination as provided
in the Indenture and appoints the Trustee his attorney-in-fact for any and all
such purposes.]

       

      In case an Event of Default shall have
occurred and be continuing with respect to the [Subordinated Debt Securities],
the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the holders of a majority in
aggregate principal amount of the [Subordinated Debt Securities] then
outstanding. An Event of Default with respect to the Subordinated Debt Security
of any other Series issued under the Indenture, including the failure to make
any payment of principal or interest with respect thereto when and as due, will
not be an Event of Default with respect to [Subordinated Debt
Securities].

       

      The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the holders of not
less than a majority in aggregate principal amount of the [Subordinated Debt
Securities] at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the holders of
the [Subordinated Debt Securities]; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any [Subordinated Debt
Securities], or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium payable on
the redemption thereof, without the consent of the holder of each [Subordinated
Debt Security] so affected, or (ii) reduce the aforesaid percentage of
[Subordinated Debt Securities], the consent of the holders of which is required
for any such supplemental indenture, without the consent of the holders of all
[Subordinated Debt Securities] then outstanding. It is also provided in the
Indenture that the holders of a majority in aggregate principal amount of the
[Subordinated Debt Securities] at the time outstanding may on behalf of the
holders of all the [Subordinated Debt Securities] waive any past default under
the Indenture and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on any of the [Subordinated Debt
Securities]. Any such consent or waiver by the holder of this [Subordinated 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
[Subordinated Debt Security] and of any [Subordinated Debt Security] issued in
exchange or substitution herefor, whether or not any notation of such consent or
waiver is made upon this [Subordinated Debt Security].


       

      
        
          
             


          

          
            -10-

            
              

            

          

          
             


          

        

      

      


      Subject to the rights of holders of
Senior Indebtedness of the Company set forth in the Indenture, no reference
herein to the Indenture and no provision of this [Subordinated Debt Security] or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest. on this [Subordinated Debt Security] at the place, at the respective
times, at the rate and in the currency herein prescribed.

       

      The [Subordinated Debt Securities] are
issuable in registered form in denominations of $1,000 and any integral multiple
of $l,000.

       

      [As provided in the Indenture, the
[Subordinated Debt Securities] may be redeemed, at the option of the Company, as
a whole or from time to time in part (otherwise than through the operation of
the Sinking Fund), at any time prior to maturity, upon the notice referred to
below, [on terms specified in the Series Supplement]. Notwithstanding the
foregoing, no such redemption may be made prior to ________, 2___ , directly or
indirectly from or in anticipation of moneys borrowed by the Company at an
interest cost which is less than the [interest rate of the [Subordinated Debt
Securities] as specified in the Series Supplement.]

       

      [The [Subordinated Debt Securities] are
entitled to the benefits of a Sinking Fund, operation of the provisions of which
is required to begin on ____________, 2___ as provided in the Series Supplement.
The [Subordinated Debt Securities] are subject to redemption (on notice as set
forth below) through the operation of the Sinking Fund at a redemption price
equal to the principal amount thereof, together with accrued and unpaid interest
to the date fixed for redemption.]

       

      Notice of redemption shall be given by
mailing by first-class mail a notice of such redemption not less than 20 nor
more than 60 days prior to the date fixed for redemption to the holders of
[Subordinated Debt Securities] to be redeemed to their last addresses as they
shall appear upon the Subordinated Debt Security Register for the [Subordinated
Debt Securities], all as provided in the Indenture.

       

      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      


      Upon due presentment for registration
of transfer of this [Subordinated Debt Security] at any designated office or
agency of the Company to be maintained by the Company pursuant to Section 5.02
of the Indenture, which at all times shall include an office or agency in the
Borough of Manhattan, The City of New York, a new [Subordinated Debt Security]
or [Subordinated Debt Securities] of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange herefor,
subject to the limitations provided in the Indenture, without charge except for
any tax or other governmental charge imposed in connection therewith, and the
[Subordinated Debt Securities] may in like manner be exchanged for one or more
new [Subordinated Debt Securities] of other authorized denominations but of the
same aggregate principal amount.

       

      The Company, the Trustee, any paying
agent and any Subordinated Debt Security Registrar (as defined in the Indenture)
for the [Subordinated Debt Securities] may deem and treat the registered holder
hereof as the absolute owner of this [Subordinated Debt Security] (whether or
not this [Subordinated Debt Security] shall be overdue and notwithstanding any
notation of ownership or other writing hereon made by anyone other than the
Company or any such Subordinated Debt Security Registrar), for the purpose of
receiving payment hereof or on account hereof and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any such
Subordinated Debt 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, if any, or interest on, this
[Subordinated Debt Security], or for any claim based hereon or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any 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 issue
hereof, expressly waived and released.

       

      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      


      SECTION
2.02.  The aggregate principal amount of Subordinated Debt Securities
which may be authenticated and delivered under this Indenture is
unlimited.  

       

      The Subordinated Debt Securities may,
at the election of and as authorized by the Board of Directors, be issued in one
or more Series, and a particular Series shall be designated as the Board of
Directors may determine. Each Subordinated Debt Security shall bear upon its
face the designation so selected for the Series for which it belongs. All
Subordinated Debt Securities of the same Series shall be identical in all
respects except for the denominations thereof.

       

      Each Series of Subordinated Debt
Securities shall be created by a Series Supplement authorized by the Board of
Directors in establishing the terms and provisions of such Series. The several
Series may differ as between Series, in respect of any of the following matters:
(1) designation of the Series; (2) the maximum aggregate principal amount of the
Series; (3) accrual date; (4) interest rate; (5) stated maturity of principal;
(6) payment dates; (7) authorized denominations; (8) currency of issue and
payment; (9) redemption dates; (10) provisions relating to redemption of the
related Series on an optional or mandatory basis by the Company or pursuant to a
sinking fund; (11) subordination provisions; and (12) any other provisions
expressing or referring to the terms and conditions upon which the Subordinated
Debt Securities of that Series are to be issued under this Indenture which are
not in conflict with the provisions of this Indenture, or any provisions
expressly amending or modifying the terms of this Indenture with respect to the
Series of Subordinated Debt Securities to which such Series Supplement
relates.

       

      In authorizing issuance of any Series,
the Board of Directors shall determine and specify all matters in respect of the
Subordinated Debt Securities of such Series set forth in clauses (1) to (12)
inclusive and shall also determine and specify the form of Subordinated Debt
Securities of such Series.

       

      SECTION
2.03.  The Subordinated Debt Securities shall be executed by the
Company and be delivered to the Trustee for authentication, and the Trustee
shall thereupon, or from time to time thereafter, authenticate and deliver said
Subordinated Debt Securities to and upon the written order of the Company,
signed by its President or a Vice President and by its Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary, without any further action by the
Company.  

       

      SECTION
2.04.  The Subordinated Debt Securities shall be issuable as
registered Subordinated Debt Securities without coupons in denominations
prescribed by the terms of the Series Supplement creating the particular Series.
Each Subordinated Debt Security shall be dated the date of its authentication,
shall bear interest from the applicable date, and shall be payable on the dates,
as prescribed by the terms of the Series Supplement creating the particular
Series.  

       

      The person in whose name any
Subordinated Debt Security is registered at the close of business on any record
date (as hereinafter defined) with respect to any interest payment date shall be
entitled to receive the interest payable on such interest payment date (subject
to the provisions of Article Four in the case of any Subordinated Debt Security
or Subordinated Debt Securities, or portion thereof, redeemed on a date
subsequent to the record date and on or prior to such interest payment date),
except if and to the extent the Company shall default in the payment of the
interest due on such interest payment date, in which case such defaulted
interest shall be paid to the persons in whose names outstanding Subordinated
Debt Securities are registered on a subsequent special record date established
by notice given by mail by or on behalf of the Company to the holders of
Subordinated Debt Securities not less than 15 days preceding such special record
date, which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment. The term “record date” as used with respect to
any interest payment date shall mean the day of the calendar month prescribed by
the terms of the Series Supplement creating the particular Series preceding the
day on which such interest payment date falls or, in the case of defaulted
interest, the close of business on any special record date established as
hereinabove provided. The principal of, and premium, if any, and interest on,
the Subordinated Debt Securities shall be payable at the office or agency of the
Company designated for that purpose in the Borough of Manhattan, The City of New
York and any other office or agency of the Company designated for that purpose;
provided, however, that interest may be payable at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall
appear on the Subordinated Debt Security Register.

       

      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      


      SECTION
2.05.  The Subordinated Debt Securities shall be signed manually or by
facsimile signature on behalf of the Company by its President or a Vice
President under its corporate seal attested by the manual or facsimile signature
of its Secretary or an Assistant Secretary. The seal of the Company may be in
the form of a facsimile of the seal of the Company and may be impressed,
affixed, imprinted or otherwise reproduced on the Subordinated Debt
Securities.  

       

      Only such Subordinated Debt Securities
as shall bear thereon a certificate of authentication substantially in the form
hereinabove recited, manually executed by the Trustee, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Subordinated Debt Security executed by the
Company shall be conclusive evidence that the Subordinated Debt Security so
authenticated has been duly authenticated and delivered hereunder.

       

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

       

      SECTION
2.06.  The Subordinated Debt Securities may be exchanged for a like
aggregate principal amount of Subordinated Debt Securities of other authorized
denominations of a like Series. Subordinated Debt Securities to be exchanged
shall be surrendered at any office or agency to be maintained by the Company in
accordance with the provisions of Section 5.02, and the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor the
Subordinated Debt Security or Subordinated Debt Securities which the holder
making the exchange shall be entitled to receive.  

       

      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      


      The Company shall keep or cause to be
maintained at said office or agency a register (herein sometimes referred to as
the “Subordinated Debt Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Subordinated Debt
Securities and shall register the transfer of Subordinated Debt Securities as in
this Article Two provided. For the purposes of registration, exchange or
registration of transfer of Subordinated Debt Securities, the Trustee is hereby
appointed Subordinated Debt Security Registrar. Upon surrender for registration
of transfer of any Subordinated Debt Security at said office or agency, the
Company shall execute and the Trustee shall authenticate and deliver in the name
of the transferee or transferees a new Subordinated Debt Security or
Subordinated Debt Securities in a like aggregate principal amount and of a like
Series. At all reasonable times the Subordinated Debt Security Register shall be
open for inspection by the Trustee. No transfer of any Subordinated Debt
Security shall be valid unless made at said office or agency.

       

      All Subordinated Debt Securities
presented or surrendered for registration of transfer, exchange, redemption or
payment shall (if so required by the Company or the Trustee) be accompanied by a
written instrument or instruments of transfer, in form satisfactory to the
Company and the Trustee, duly executed by the registered holder or his attorney
duly authorized in writing.

       

      No service charge shall be made for any
exchange or registration of transfer of Subordinated Debt Securities, or issue
of new Subordinated Debt Securities in case of partial redemption, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.

       

      For the Subordinated Debt Securities of
a Series which has a redemption provision, the Company shall not be required (i)
to issue, register the transfer of, or exchange any Subordinated Debt Security
during a period beginning at the opening of business 15 days before the mailing
of a notice of redemption of the Subordinated Debt Securities selected for
redemption and ending on the day of such mailing, or (ii) to register the
transfer of or exchange any Subordinated Debt Security so selected for
redemption in whole or in part, except the unredeemed portions of Subordinated
Debt Securities being redeemed in part.

       

      SECTION
2.07.  Pending the preparation of definitive Subordinated Debt
Securities, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Subordinated Debt Securities (printed, lithographed or
typewritten), of any authorized denomination, and substantially in the form of
the definitive Subordinated Debt Securities, but with such omissions, insertions
and variations as may be appropriate for temporary Subordinated Debt Securities,
all as may be determined by the Company. Temporary Subordinated Debt Securities
may be issued without a recital of any specific redemption prices as prescribed
by the terms of the Series Supplement creating the particular Series and may
contain such reference to any provisions of this Indenture as may be
appropriate. Every temporary Subordinated Debt Security shall be executed by the
Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Subordinated Debt Securities. The Company shall execute and furnish definitive
Subordinated Debt Securities of the same Series as soon as practicable, and
thereupon any or all temporary Subordinated Debt  Securities of such
Series may be surrendered in exchange therefor at the corporate trust office of
the Trustee, and the Trustee shall authenticate and deliver in exchange for such
temporary Subordinated Debt Securities a like aggregate principal amount of
definitive Subordinated Debt Securities of the same Series. Until so exchanged,
the temporary Subordinated Debt Securities of such Series shall be entitled to
the same benefits under this Indenture as definitive Subordinated Debt
Securities of the same Series authenticated and delivered
hereunder.  

       

      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      


      SECTION
2.08.  In case any temporary or definitive Subordinated Debt Security
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and the Trustee shall authenticate and deliver, a new
Subordinated Debt Security of a like Series, in exchange and substitution for
the mutilated Subordinated Debt Security or in lieu of and substitution for the
Subordinated Debt Security destroyed, lost or stolen. In every case, the
applicant for a substituted Subordinated Debt Security shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Subordinated Debt
Security and of the ownership thereof. The Trustee may authenticate any such
substituted Subordinated Debt Security and deliver the same upon the request or
authorization of the Company. Upon the issuance of any substituted Subordinated
Debt Security, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses connected therewith, including fees and expenses of the
Trustee. In case any Subordinated Debt Security which has matured or is about to
mature or has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Subordinated
Debt Security of a like Series, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Subordinated Debt
Security) if the applicant for such payment shall furnish the Company and the
Trustee with such security or indemnity as may be required by them to save each
of them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Subordinated Debt Security and of the ownership
thereof.  

       

      Every substituted Subordinated Debt
Security issued pursuant to the provisions of this Section 2.08 upon evidence
that any Subordinated Debt Security is destroyed, lost or stolen shall, with
respect to such Subordinated Debt Security, constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Subordinated 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 Subordinated Debt Securities of the same Series duly issued hereunder. All
Subordinated Debt Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Subordinated Debt Securities,
and shall preclude any and all other rights or remedies, notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

       

      SECTION
2.09.  All Subordinated Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to the
Company or any paying agent, be delivered to the Trustee for cancellation, or,
if surrendered to the Trustee, shall be canceled by it, and no Subordinated Debt
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. On request of the Company, the Trustee
shall deliver to the Company canceled Subordinated Debt Securities held by the
Trustee; provided, however, that the Trustee may at any time destroy any
canceled Subordinated Debt Securities and deliver to the Company a certificate
of such destruction. If any of the Subordinated Debt Securities are acquired by
the Company, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Subordinated Debt
Securities unless and until the same are delivered to the Trustee or surrendered
to the Trustee for cancellation.  

       

      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      


      SECTION
2.10.  Except as provided in Section 3.01, nothing in this Indenture
or in the Subordinated Debt Securities, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and the holders of the Subordinated Debt Securities of a Series, any
legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all its
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Subordinated Debt Securities of such
Series.  

       

      ARTICLE
THREE

      SUBORDINATION
OF SUBORDINATED DEBT SECURITIES.

       

      SECTION
3.01.  Unless otherwise specified in the related Series Supplement and
except as otherwise provided in Section 3.09, the Company, for itself, its
successors and assigns, covenants and agrees, and each holder of Subordinated
Debt Securities, by his acceptance thereof, likewise covenants and agrees, that,
notwithstanding any other provisions of the Subordinated Debt Securities, this
Indenture or any other agreement under which the Subordinated Debt Securities
are outstanding, the payment of the principal of, and the premium or prepayment
charge, if any, sinking funds and interest on, each and all of the Subordinated
Debt Securities is hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, to the prior payment in full of all Senior
Indebtedness of the Company.  

       

      SECTION
3.02. (a)  Unless otherwise specified in the related Series Supplement and
except as otherwise provided in Section 3.09, upon any distribution of assets of
the Company, upon any dissolution, winding up, liquidation, reorganization,
recapitalization or readjustment of the Company or its securities (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or any other arrangement or marshaling of the assets and
liabilities of the Company, or otherwise):  

       

      (1)           the
holders of Senior Indebtedness of the Company shall first be entitled to receive
payment in full, or have provision satisfactory to such holders made for payment
in full, of the principal thereof, and the premium or prepayment charge, if any,
and interest thereon (including interest thereon accruing before or in respect
of periods subsequent to the commencement of any such bankruptcy, insolvency,
receivership, liquidation, reorganization or similar proceedings for dissolution
or winding up of the Company), before the holders of the Subordinated Debt
Securities are entitled to receive any payment or distribution in respect of the
principal of or interest on, the Subordinated Debt Securities, and

       

      (2)           any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the
Subordinated Debt Securities would be entitled except for the provisions of
these subparagraphs (a)-(h) shall be paid by the liquidating trustee or agent or
other person making such payment or distribution, directly to the holders of the
Senior Indebtedness of the Company or their representative or representatives,
ratably according to the aggregate amounts remaining unpaid on account of the
principal of, and premium or prepayment charge, if any, and interest on, the
Senior Indebtedness of the Company held or represented by such holders
(including interest thereon accruing before or in respect of periods subsequent
to the commencement of any such proceedings as set forth above), to the extent
necessary to make payment in full of all Senior Indebtedness of the Company
remaining unpaid, after giving effect to any concurrent payment or distribution,
or provision therefor, to or for the holders of such Senior Indebtedness of the
Company.

       

      
        
          
             


          

          
            -17-

            
              

            

          

          
             


          

        

      

      


      (b)           Unless
specified otherwise in the related Series Supplement and except as otherwise
provided in Section 3.09, no payment on account of principal of, or premium, if
any, or interest on, the Subordinated Debt Securities shall be made by the
Company or received by any holder of the Subordinated Debt Securities, and no
redemption, retirement, purchase or other acquisition of the Subordinated Debt
Securities shall be made by the Company, (i) unless full payment of amounts then
due for principal of, premium and prepayment charge, if any, and interest on,
and sinking funds for, Senior Indebtedness of the Company has been made or duly
provided for in money or money's worth and (ii) if, at the time thereof or
immediately after giving effect thereto, there exists (and has not been waived)
an event of default or an event which with lapse of time or notice or both would
be an event of default under the provisions of any Senior Indebtedness of the
Company or any agreement under which such Senior Indebtedness of the Company is
then outstanding.

       

      As used in this subparagraph (b), the
term “Senior Indebtedness of the Company” shall not include (x) Senior
Indebtedness of the Company of the kind described in clause (a)(iii) or (a)(iv)
of the definition of Senior Indebtedness of the Company in Section 1.01, or (y)
any refundings, renewals or extensions of any Senior Indebtedness of the Company
of the kind described in clause (x) above.

       

      (c)           In
the event that any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, shall be received by the
holders of the Subordinated Debt Securities which such holders are not entitled
to receive under these subparagraphs (a)-(h), such payment or distribution shall
be held in trust by such holders of the Subordinated Debt Securities for, and
immediately paid over to, the holders of Senior Indebtedness of the Company
remaining unpaid or not provided for or their representative or representatives,
ratably according to the aggregate amounts remaining unpaid on account of the
principal of, and premium or prepayment charge, if any, and interest on, such
Senior Indebtedness of the Company, until all such Senior Indebtedness of the
Company shall have been paid in full, after giving effect to any concurrent
payment or distribution or provision therefor, to the holders of such Senior
Indebtedness of the Company.

       

      (d)           Upon
the payment in full of all Senior Indebtedness of the Company, the holders of
the Subordinated Debt Securities, ratably according to the aggregate amounts
owing thereon for principal, premium or prepayment charge, if any, and interest,
shall be subrogated to the rights of holders of Senior Indebtedness of the
Company to receive payments or distributions of assets of the Company applicable
to Senior Indebtedness of the Company until the principal of, premium or
prepayment charge, if any, and interest on the Subordinated Debt Securities
shall be paid in full. No such payments or distributions applicable to Senior
Indebtedness of the Company shall, as between the Company, its creditors other
than holders of Senior Indebtedness of the Company and holders of the
Subordinated Debt Securities, be deemed to be a payment by the Company on
account of the Subordinated Debt Securities; it being understood that the
provisions of these subparagraphs (a)-(h) are and are intended solely for the
purpose of defining the relative rights of the holders of the Subordinated Debt
Securities, on the one hand, and the holders of Senior Indebtedness of the
Company, on the other hand.

       

      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      


      (e)           Unless
specified otherwise in the related Series Supplement and except as otherwise
provided in Section 3.09, in the event the Subordinated Debt Securities are
declared due and payable by the holders thereof prior to their final expressed
maturity date (under circumstances when the foregoing provisions of these
subparagraphs relative to bankruptcy, insolvency, receivership, liquidation,
reorganization or similar proceedings for dissolution or winding up of the
Company shall not be applicable) no payment of the principal of, or interest on,
the Subordinated Debt Securities which is due solely by reason of such
declaration shall be made, nor shall any application be made of any property or
assets of the Company to the purchase or other acquisition or retirement of the
Subordinated Debt Securities, unless, in either case, all principal of, and
premium or prepayment charge, if any, and interest on, Senior Indebtedness of
the Company shall be paid in full.

       

      (f)           The
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the holders of the Subordinated Debt
Securities, without incurring responsibility to the holders of the Subordinated
Debt Securities and without impairing or releasing the obligations of the
holders of the Subordinated Debt Securities hereunder to the holders of Senior
Indebtedness of the Company: (i) change the manner, place or terms of payment or
change or extend the time of payment of, or renew or alter Senior Indebtedness
of the Company, or otherwise amend in any manner Senior Indebtedness of the
Company or any instrument evidencing the same or any agreement under which
Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release
or otherwise deal with any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, Senior Indebtedness of the Company;
(iii) release anyone liable in any manner for the collection of Senior
Indebtedness of the Company; (iv) exercise or refrain from exercising any rights
against the Company and others; and (v) apply any sums by whomsoever paid or
howsoever realized to Senior Indebtedness of the Company.

       

      (g)           Unless
specified otherwise in the related Series Supplement and except as otherwise
provided in Section 3.09, so long as any Senior Indebtedness of the Company
shall remain outstanding, the holders of the Subordinated Debt Securities will
not declare the Subordinated Debt Securities due and payable by reason of any
default arising solely from the nonperformance or nonobservance of any provision
in any instrument evidencing Senior Indebtedness of the Company or in any
agreement under which any Senior Indebtedness of the Company is outstanding, and
the holders of the Subordinated Debt Securities will not bring or join with any
creditor (unless the holders of a majority in principal amount of outstanding
Senior Indebtedness of the Company shall also join) in bringing any proceeding
against the Company under any bankruptcy, reorganization, readjustment of debt,
arrangement of debt, receivership, liquidation or insolvency law or statute now
or hereafter in effect.

       

      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      


      (h)           The
foregoing provisions regarding subordination are and are intended solely for the
purpose of defining the relative rights of the holders of Senior Indebtedness of
the Company on the one hand and the holders of the Subordinated Debt Securities
on the other hand. Such provisions are for the benefit of the holders of Senior
Indebtedness of the Company and shall be enforceable by them directly against
the holders of the Subordinated Debt Securities, and no holder of Senior
Indebtedness of the Company shall be prejudiced in his right to enforce
subordination of the Subordinated Debt Securities by any act or failure to act
by the Company or anyone in custody of its assets or property. Nothing contained
in the Subordinated Debt Securities, this Indenture or any other agreement under
which the Subordinated Debt Securities are outstanding is intended to or shall
impair, as between the Company and the holders of the Subordinated Debt
Securities, the obligations of the Company, which are unconditional and
absolute, to pay to the holders of the Subordinated Debt Securities the
principal of, premium, if any, and interest on, the Subordinated Debt Securities
as and when the same shall become due in accordance with their terms, nor shall
anything herein prevent the holders of the Subordinated Debt Securities from
exercising all remedies otherwise permitted by applicable law upon default under
the Subordinated Debt Securities, this Indenture or any other agreement under
which the Subordinated Debt Securities are outstanding, subject, however, to the
rights under the foregoing subparagraphs of the holders of Senior Indebtedness
of the Company.

       

      Nothing in this Section 3.02 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
8.06.

       

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

       

      SECTION
3.04.  Nothing contained in this Article Three or elsewhere in this
Indenture, or in any of the Subordinated Debt Securities, shall, however, (a)
affect the obligation of the Company to make, or prevent the Company from
making, at any time, except as provided in Section 3.02, payments of principal
of, or premium, if any, or interest on, the Subordinated Debt Securities or as a
Sinking Fund for the Subordinated Debt Securities, or (b) prevent the
application by the Trustee or any paying agent of any moneys deposited with it
hereunder by the Company to the payment of or on account of the principal of, or
the premium, if any, or interest on, the Subordinated Debt Securities or as a
Sinking Fund for the Subordinated Debt Securities, if the Trustee or such paying
agent, as the case may be, did not have the written notice provided for in
Section 3.06 on or prior to the second business day preceding the date such
payment is due; provided, however, that, unless prior to the date on which the
notice of redemption of any Subordinated Debt Securities is mailed pursuant to
Article Four the Trustee or any paying agent shall have received such notice,
the Trustee or any paying agent shall have full power and authority to receive
any moneys which may be paid to it for such purpose and to apply the same, to
the redemption of such Subordinated Debt Securities.  

       

      SECTION
3.05.  Each holder of Subordinated Debt Securities by his acceptance
thereof authorizes and directs the Trustee in his behalf to take such action as
may be necessary or appropriate to effectuate between the holders of
Subordinated Debt Securities and the holders of Senior Indebtedness of the
Company the subordination provided in this Article Three and appoints the
Trustee his attorney-in-fact for such purpose.  

       

      
        
           


        

        
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      SECTION
3.06.  Notwithstanding the provisions of this Article Three or any
other provisions of this Indenture, neither the Trustee nor any paying agent
shall be charged with knowledge of the existence of any Senior Indebtedness of
the Company, or of any default in the payment of the principal of, or premium,
if any, or interest on, or the existence of, or failure to comply with, any
covenant of or condition in, any Senior Indebtedness of the Company, or of the
maturity thereof by lapse of time, acceleration or otherwise, or of the
existence of any other fact which would prohibit the making of any payment
provided for hereunder to or by the Trustee, unless and until the Trustee or
such paying agent shall have received written notice thereof from the Company or
a holder, or a trustee or similar representative of any class, of Senior
Indebtedness of the Company; and, prior to the receipt of any such written
notice, the Trustee or any paying agent shall be entitled to assume that no such
default or other failure exists; provided, however, that, unless on the second
business day prior to the date upon which by the terms hereof any such moneys
may become payable for any purpose (including, without limitation, the payment
of either the principal of, or premium, if any, or interest on, any Subordinated
Debt Security) the Trustee or any paying agent shall have received the notice
provided for in this Section 3.06, then, anything herein contained to the
contrary notwithstanding, the Trustee or any paying agent shall have full power
and authority to receive such moneys and to apply the same to the purpose for
which they were received, and shall not have any liability for any such
application notwithstanding any notice to the contrary which may be received by
it on or after such date; and provided, further, that, unless prior to the date
on which the notice of redemption of any Subordinated Debt Securities of a
Series is mailed pursuant to Article Four the Trustee or any paying agent shall
have received such notice, then, anything herein contained to the contrary
notwithstanding, the Trustee or any paying agent shall have full power and
authority to receive any moneys which may be paid to it for such purpose and to
apply the same to the redemption of such Subordinated Debt Securities, and shall
not be affected by any notice to the contrary which may be received by it on or
after such date.  

       

      SECTION
3.07.  Notwithstanding anything herein contained to the contrary, all
the provisions of this Indenture shall, except as otherwise provided in Sections
3.09, 8.04, 8.06, 13.02 and 15.09, be subject to the provisions of this Article
Three, so far as the same may be applicable thereto.  

       

      SECTION
3.08.  In case at any time any paying agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article Three shall in such case (unless the context
shall otherwise require) be construed as extending to and including such paying
agent within its meaning as fully for all intents and purposes as if such paying
agent were named in this Article Three in place of the
Trustee.  

       

      SECTION
3.09.  Money or securities deposited in trust with the Trustee
pursuant to and in accordance with Section 13.01 shall be for the sole benefit
of holders of Subordinated Debt Securities of such Series and, to the extent
allocated for the payment of such Subordinated Debt Securities, shall not be
subject to the subordination provisions of this Article Three. Otherwise, any
deposit of moneys by the Company with the Trustee (whether or not in trust) for
the payment of the principal of, or premium, if any, or interest or sinking
funds on, any Subordinated Debt Securities of such Series shall be subject to
the provisions of Sections 3.01 and 3.02 except that, if two business days prior
to the date on which by the terms of this Indenture any such moneys may become
payable for any purpose (including, without limitation, the payment of either
the principal of, or premium, if any, or interest on, any Subordinated Debt
Security of such Series), the Trustee shall not have received with respect to
such moneys the notice provided for in Section 3.06, then the Trustee or the
paying agent shall have full power and authority to receive such moneys and to
apply the same to the purpose for which they were received, and shall not have
any liability for any such application notwithstanding any notice to the
contrary which may be received by it after such date. This Section shall be
construed solely for the benefit of the Trustee and paying agent and shall not
otherwise affect the rights of holders of the Senior Indebtedness of the
Company.  

       

      
        
          
          

        

        
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      ARTICLE
FOUR

      REDEMPTION
OF SUBORDINATED DEBT SECURITIES - SINKING FUND.

       

      SECTION
4.01.  Subject to the provisions of Article Three and to any contrary
provisions set forth in the related Series Supplement, the Company may, at its
option, at any time prior to maturity, redeem all, or from time to time any
part, of the Subordinated Debt Securities of a Series, otherwise than through
the operation of the Sinking Fund provided for in this Article Four, at the
redemption prices and upon the conditions, if any, applicable thereto, as
permitted by the related Series Supplement for redemption otherwise than through
the operation of the Sinking Fund. The election of the Company to exercise such
option shall be evidenced by an Officers' Certificate.  

       

      Unless otherwise specified in the
related Series Supplement, the Company may not, however, redeem any of the
Subordinated Debt Securities of a Series pursuant to such option prior to the
time prescribed by the terms of the Series Supplement creating the particular
Series, directly or indirectly from or in anticipation of money borrowed having
an interest cost to the Company of less than the interest rate applicable to the
Subordinated Debt Securities of such Series. In the event the Company shall
optionally redeem any Subordinated Debt Securities of a Series prior to such
time, the Company shall deliver to the Trustee an Officers' Certificate stating
that such redemption will comply with this requirement.

       

      SECTION
4.02.  In case the Company shall desire to exercise such right to
redeem all or, as the case may be, any part of the Subordinated Debt Securities
in accordance with the right reserved so to do, it shall so notify the Trustee
in writing and it shall give notice of such redemption to holders of the
Subordinated Debt Securities to be redeemed as hereinafter in this Section 4.02
provided.  

       

      Notice of redemption shall be given to
the holders of Subordinated Debt Securities to be redeemed as a whole or in part
by mailing by first-class mail a notice of such redemption not less than 20 nor
more than 60 days prior to the date fixed for redemption to their last addresses
as they shall appear upon the Subordinated Debt Security Register, but failure
to give such notice by mail to the holders of any Subordinated Debt Security, or
any defect therein, shall not affect the validity of the proceedings for the
redemption of any other Subordinated Debt Security.

       

      
        
           


        

        
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      Each such notice of redemption shall
specify the date fixed for redemption and the redemption price at which
Subordinated Debt Securities are to be redeemed, and shall state that payment of
the redemption price of the Subordinated Debt Securities to be redeemed will be
made at the offices or agencies to be maintained by the Company in accordance
with the provisions of Section 5.02, upon presentation and surrender of such
Subordinated Debt Securities, that unpaid 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 will cease to accrue. If less than all the Subordinated
Debt Securities are to be redeemed, the notice of redemption shall specify the
Subordinated Debt Securities to be redeemed as a whole or in part. In case any
Subordinated Debt Security is to be redeemed in part only, the notice which
relates to such Subordinated Debt Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Subordinated Debt Security, a new
Subordinated Debt Security or Subordinated Debt Securities of a like Series in
principal amount equal to the unredeemed portion thereof will be
issued.

       

      If less than all the Subordinated Debt
Securities of a Series are to be redeemed, the Company shall give the Trustee at
least 30 days' written notice in advance of the date fixed for redemption as to
the aggregate principal amount of Subordinated Debt Securities of such Series to
be redeemed, and thereupon the Trustee shall select, by random lot, the
particular Subordinated Debt Securities of such Series to be redeemed in whole
or in part and shall thereafter promptly notify the Company in writing of the
numbers of the Subordinated Debt Securities of such Series or portions thereof
to be redeemed. The selection of Subordinated Debt Securities to be redeemed may
provide for the selection of portions (equal to $1,000 (unless otherwise
provided in the related Series Supplement) or a multiple thereof) of the
principal of Subordinated Debt Securities of a denomination larger than $1,000
(unless otherwise provided in the related Series Supplement). The Subordinated
Debt Securities (or portions thereof) so selected shall be deemed duly
designated for redemption for all purposes of this Indenture. For the purposes
of such selection, the Company will close the Subordinated Debt Security
Register with respect to such Series for the purposes of exchange and transfer
of Subordinated Debt Securities of such Series, for a period not exceeding 15
days.

       

      SECTION
4.03.  If the giving of notice of redemption shall have been completed
as above provided, the Subordinated Debt Securities or portions of Subordinated
Debt Securities specified in such notice shall become due and payable on the
date and at the place stated in such notice at the applicable redemption price,
together with unpaid interest accrued to the date fixed for redemption, and on
and after such date fixed for redemption (unless the Company shall default in
the payment of such Subordinated Debt Securities at the redemption price,
together with unpaid interest accrued to the date fixed for redemption) interest
on the Subordinated Debt Securities or portions of Subordinated Debt Securities
so called for redemption shall cease to accrue. On presentation and surrender of
such Subordinated Debt Securities at the place stated in said notice, the said
Subordinated Debt Securities shall be paid and redeemed by the Company at the
applicable redemption price, together with unpaid interest accrued to the date
fixed for redemption.  

       

      Upon presentation of any Subordinated
Debt Security which is redeemed in part only, the Company shall execute, and the
Trustee shall authenticate and deliver, at the expense of the Company, a new
Subordinated Debt Security or Subordinated Debt Securities of a like Series in
principal amount equal to the unredeemed portion of the Subordinated Debt
Security so presented. Prior to the date fixed for the redemption of any
Subordinated Debt Securities as provided in this Article Four, the Company shall
deposit in trust with the Trustee or with any paying agent, or if and to the
extent that it shall be acting as its own paying agent, the Company shall set
aside, segregate and hold in trust, funds sufficient to redeem the Subordinated
Debt Securities or portions thereof to be redeemed on such date, at the
applicable redemption price, together with unpaid interest accrued to the date
fixed for redemption.

       

      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      


      SECTION
4.04.  As and for a Sinking Fund for the retirement of Subordinated
Debt Securities of a Series, if as set forth in the related Series Supplement
the Company so elects to include a Sinking Fund obligation in the terms of the
Subordinated Debt Securities of a particular Series, the Company covenants that
on or before the applicable date or dates set forth in the Series Supplement, it
will pay to the Trustee a sum in cash sufficient to retire by redemption at the
Sinking Fund redemption price the principal amount of the Subordinated Debt
Securities of such Series on the date as prescribed by the terms of the Series
Supplement creating the particular Series; provided, however, that in any such
year in which such day is not a business day, such payment shall be made to the
Trustee on the last business day next preceding such day. In any year, the
Company may, at its sole option, increase the payment required to be made
pursuant to this Section 4.04 for such year by an amount as prescribed by the
terms of such Series Supplement; provided that such increase shall be an
integral multiple of $1,000 (unless otherwise provided in the related Series
Supplement).  

       

      All cash paid to the Trustee pursuant
to the provisions of this Section 4.04 shall be applied in accordance with the
provisions of this Article Four.

       

      SECTION
4.05.  In lieu of making all or any part of any mandatory Sinking Fund
payment as required pursuant to Section 4.04 in cash, the Company may (a)
deliver to the Trustee for cancellation Subordinated Debt Securities of such
Series theretofore issued and acquired by the Company at any time prior to the
first day of the month next preceding the due date of such payment and not
theretofore made the basis for the reduction of a Sinking Fund payment, or (b)
deliver to the Trustee an Officers' Certificate setting forth the principal
amount of any Subordinated Debt Securities of such Series theretofore redeemed
and paid pursuant to the provisions of this Article Four (otherwise than through
the operation of the mandatory Sinking Fund), or which have been duly called for
redemption (otherwise than through the operation of the mandatory Sinking Fund)
and the redemption price of which, together with the accrued and unpaid interest
thereon, shall have been deposited in trust for that purpose, as in this Article
Four provided, and in either case not theretofore made the basis of the
reduction of a Sinking Fund payment; and in each such case the principal amount
of Subordinated Debt Securities of such Series required by Section 4.04 to be
redeemed shall be reduced to the extent of the principal amount of the
Subordinated Debt Securities of such Series so delivered or referred to in such
certificate.  

       

      SECTION
4.06.  On or before the applicable date specified in the Series
Supplement of each year in which the Company is obligated to make a Sinking Fund
payment, the Company shall deliver to the Trustee:  

       

      (a)           An
Officers’ Certificate stating:

       

      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      


      (i)    
        the manner in which the Company will
fulfill its Sinking Fund obligation under this Article Four for that
year:

       

      (ii)     
      the amount of cash, if any, which the
Company will pay to the Trustee on or before the next succeeding Sinking Fund
payment date;

       

      (iii)           the
principal amount of Subordinated Debt Securities of such Series, if any, which
the Company will surrender to the Trustee for cancellation in lieu of the
payment of cash, and that such Subordinated Debt Securities were theretofore
issued and acquired by the Company prior to said Sinking Fund payment date and
have not theretofore been made the basis for the reduction of a Sinking Fund
payment; and

       

      (iv)           the
principal amount of any Subordinated Debt Securities of such Series set forth in
a certificate of the character described in clause (b) of Section 4.05, if any
such certificate is to be concurrently delivered to the Trustee;

       

      (b)           The
Subordinated Debt Securities, if any, referred to in Section 4.06(a)(iii);
and

       

      (c)           The
certificate, if any, referred to in Section 4.06(a)(iv).

       

      SECTION
4.07.  On or before the applicable date specified in the Series
Supplement or, if such day is not a business day, on the last business day next
preceding such date of each year in which the Company is obligated to make a
Sinking Fund payment, the Company shall pay to the Trustee the amount of cash,
if any, payable on or before such Sinking Fund payment date, after giving credit
for the principal amount of any Subordinated Debt Securities delivered pursuant
to clause (a) of Section 4.05 or referred to in any certificate delivered
pursuant to clause (b) of Section 4.05, in respect of such Sinking Fund payment
date.  

       

      SECTION
4.08.  In the event that the amount of cash specified in the
certificate given pursuant to Section 4.06, plus the amount, if any, of cash
then held pursuant to Section 4.10, is in excess of one percent of the required
Sinking Fund payment, the Trustee shall, as soon as practicable after the
receipt of such certificate, take the action herein specified to call for
redemption, at the Sinking Fund redemption price, on the next succeeding Sinking
Fund payment date, an amount of Subordinated Debt Securities of such Series
sufficient to exhaust such funds as nearly as may be.  

       

      SECTION
4.09.  The Subordinated Debt Securities to be redeemed from time to
time as provided in Section 4.04 or Section 4.08 shall be selected by the
Trustee for redemption in the manner provided in Section 4.02 and notice thereof
shall be given by the Trustee to the Company, and the Company hereby irrevocably
authorizes the Trustee, in the name of and at the expense of the Company, to
give notice on behalf of the Company of the call of such Subordinated Debt
Securities, all in the manner and with the effect in this Article Four
specified, except that, in addition to the matters required to be included in
such notice by Section 4.02, such notice shall also state that the Subordinated
Debt Securities therein designated for redemption are to be redeemed through
operation of the Sinking Fund. Such Subordinated Debt Securities shall be
redeemed and paid in accordance with such notice in the manner and with the
effect provided in Sections 4.02 and 4.03.  

       

      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      


      Subordinated Debt Securities redeemed
through operation of the Sinking Fund are to be redeemed at the redemption price
prescribed by the terms of the Series Supplement creating the particular Series
for redemption through operation of the Sinking Fund, such price being sometimes
referred to herein as the Sinking Fund redemption price.

       

      SECTION
4.10.  In the event that at the time of the receipt of the Officers'
Certificate required by Section 4.06 the sum of the amount of cash required to
be paid to the Trustee pursuant to Section 4.07 and the amount of cash then in
the hands of the Trustee in the Sinking Fund and not required for payment of
Subordinated Debt Securities previously called for redemption or purchased
through operation of the Sinking Fund, is one percent of the amount of the
required Sinking Fund payment or less, such moneys shall not, unless requested
by the Company in said Officers' Certificate, be applied to the redemption of
Subordinated Debt Securities, but shall be retained by the Trustee in the manner
directed by the Company in writing and added to the Sinking Fund payment to be
made in cash on the next succeeding Sinking Fund payment date, or, upon request
of the Company, shall be applied by the Trustee, to the extent practicable,
prior to the next succeeding Sinking Fund payment date to the purchase of
Subordinated Debt Securities of such Series, by public or private purchase in
the open market or otherwise, at prices (excluding accrued and unpaid interest
and brokerage commissions) not exceeding the Sinking Fund redemption
price.  

       

      SECTION
4.11.  All Subordinated Debt Securities surrendered to or purchased by
the Trustee, pursuant to the provisions of this Article Four, shall be forthwith
canceled by it, and at the written direction of the Company, such Subordinated
Debt Securities shall be destroyed by the Trustee, which shall deliver its
certificate of destruction thereof to the Company.  

       

      SECTION
4.12.  The Trustee shall not redeem any Subordinated Debt Securities
with Sinking Fund moneys or mail any notice of redemption of Subordinated Debt
Securities during the continuance of any Event of Default with respect to the
Subordinated Debt Securities of such Series, except that where notice of
redemption of any Subordinated Debt Securities shall have been mailed prior to
the occurrence of such Event of Default, the Trustee shall redeem such
Subordinated Debt Securities provided funds are deposited with it for such
purpose. Except as aforesaid, any moneys in the Sinking Fund at such time, and
any moneys thereafter paid into the Sinking Fund, shall during the continuance
of an Event of Default be held as security for the payment of all the
Subordinated Debt Securities; provided, however, that in case such Event of
Default shall have been waived as permitted by this Indenture or otherwise
cured, such moneys shall thereafter be held and applied in accordance with the
provisions of this Article Four.  

       

      ARTICLE
FIVE

      PARTICULAR
COVENANTS OF THE COMPANY.

       

      SECTION
5.01.  The Company will duly and punctually pay or cause to be paid
the principal of, premium, if any, and interest on each of the Subordinated Debt
Securities at the place, at the respective times and in the manner provided in
the Subordinated Debt Securities.  

       

      SECTION
5.02.  As long as any of the Subordinated Debt Securities remain
outstanding, the Company will maintain in the Borough of Manhattan, The City of
New York, an office or agency where the Subordinated Debt Securities may be
presented for registration of transfer and exchange as in this Indenture
provided, and where the Subordinated Debt Securities may be presented for
payment, and where notices or demands to or upon the Company in respect of the
Subordinated Debt Securities or of this Indenture may be served. Such an office
or agency may also be maintained by the Company, at its option, in other
locations. Until otherwise designated by the Company in a written notice to the
Trustee, such office or agency for purposes of registration of transfer and
exchange and presentation for payment shall be the corporate trust offices of
the Trustee. In case the Company shall fail to maintain such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof, notices or demands may be served at the corporate trust office of the
Trustee.  

       

      
        
           


        

        
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      SECTION
5.03.  In order to prevent any accumulation of claims for interest
after maturity thereof, the Company will not directly or indirectly extend or
consent to the extension of the time for the payment of any claim for interest
on any of the Subordinated Debt Securities of a Series and will not directly or
indirectly be a party to or approve any such arrangement by the purchase or
funding of said claims for interest or in any other manner. No claim for
interest, the time of payment of which shall have been so extended or which
shall have been so purchased or funded, shall be entitled in case of an Event of
Default with respect to the Subordinated Debt Securities of such Series
hereunder to the benefit of this Indenture except after the prior payment in
full of the principal of all the Subordinated Debt Securities of such Series and
premiums, if any, and of all claims for interest not so extended, purchased or
funded; provided, however, that this Section 5.03 shall not apply in any case
where an extension shall be made pursuant to a plan proposed by the Company to
the holders of all the Subordinated Debt Securities of such Series then
outstanding.  

       

      SECTION
5.04.  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 8.10, a
Trustee, so that there shall at all times be a Trustee
hereunder.  

       

      SECTION
5.05. (a)  The Trustee is appointed the initial paying agent. If the
Company shall appoint a paying agent other than the Trustee, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
5.05,  

       

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

       

      (2)           that
it will give the Trustee written notice of any default by the Company (or by any
other obligor on the Subordinated Debt Securities of any Series) in making any
payment of the principal of or premium, if any, or interest on the Subordinated
Debt Securities of a Series when the same shall be due and payable,
and

       

      (3)           that
it will, 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.

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

       

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

       

      (c)           Anything
in this Section 5.05 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent hereunder, as required by this
Section 5.05, such sums to be held by the Trustee upon the trusts herein
contained.

       

      (d)           Anything
in this Section 5.05 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 5.05 is subject to the provisions of
Section 13.03 and 13.04.

       

      SECTION
5.06.  On or before the 90th day after the end of the Company's fiscal
year beginning with the year 2007, the Company will file with the Trustee an
Officers' Certificate (which, however, need not comply with Section 15.07)
stating that in the course of the performance of their duties as such officers
they would normally obtain knowledge of any action or failure to act on the part
of the Company in violation of any covenant, agreement, provision or condition
contained in this Indenture, stating whether or not they have obtained knowledge
of any action or failure to act on the part of the Company during the
immediately preceding fiscal year, in violation of any covenant, agreement,
provision or condition contained in this Indenture and, if so, specifying each
such default of which the signers may have knowledge and the nature
thereof.  

       

      ARTICLE
SIX

      LISTS OF
HOLDERS OF SUBORDINATED DEBT SECURITIES

      AND
REPORTS BY THE COMPANY AND THE TRUSTEE.

       

      SECTION
6.01.  The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee within 60 days after each interest payment date
and at such other times as the Trustee may request in writing, within 30 days
after receipt by the Company of any such request, a list in such form as the
Trustee may reasonably require containing all information in the possession or
control of the Company, or any of its paying agents, other than the Trustee, as
to the names and addresses of the holders of the Subordinated Debt Securities of
any Series obtained since the date as of which the next previous list, if any,
was furnished with respect to such Series; but so long as the Trustee is the
Subordinated Debt Security Registrar no such list shall be required to be
furnished. Any such list may be dated as of a date not more than 15 days prior
to the time such information is furnished or caused to be furnished, and need
not include information received after such date.  

       

      
        
          
             


          

          
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      SECTION
6.02. (a)  The Trustee shall preserve, in as current a form as reasonably
practicable, all information as to the names and addresses of the holders of
Subordinated Debt Securities (1) contained in the most recent list furnished to
it as provided in Section 6.01 and (2) received by it in the capacity of
Subordinated Debt Security Registrar or of paying agent (if so acting)
hereunder. The Trustee may destroy any list furnished to it pursuant to Section
6.01 upon receipt of a new list so furnished.  

       

      (b)           In
case three or more holders of Subordinated Debt Securities (hereinafter referred
to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Subordinated Debt Security
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
holders of Subordinated Debt Securities of a particular Series (in which case
the applicants must all hold Subordinated Debt Securities of such Series) or
with holders of all Subordinated Debt Securities with respect to their rights
under this Indenture or under the Subordinated 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 applicants access to the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this Section 6.02,
or

       

      (2)           inform
such applicants as to the approximate number of holders of Subordinated Debt
Securities of such Series or all Subordinated Debt Securities, as the case may
be, whose names and addresses appear in the information preserved at the time by
the Trustee, in accordance with the provisions of subsection (a) of this Section
6.02, and as to the approximate cost of mailing to such holders the form of
proxy or other communication, if any, specified in such
application.

       

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

       

      
        
           


        

        
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      (c)           Each
and every holder of the Subordinated Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any paying agent nor any Subordinated Debt Security Registrar
should be held accountable by reason of the disclosure of any such information
as to the names and addresses of the holders of Subordinated Debt Securities in
accordance with the provisions of subsection (b) of this Section 6.02,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under said subsection (b) or for taking any action in good
faith under said subsection (b).

       

      SECTION
6.03. (a)  The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with said Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and said
Commission, in accordance with rules and regulations prescribed from time to
time by said Commission, such supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations.  

       

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

       

      (c)           The
Company covenants and agrees to transmit by mail to the holders of Subordinated
Debt Securities as their names and addresses appear on the Subordinated Debt
Security Register for each Series of Subordinated Debt Securities, (1) within 30
days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section 6.03 as may be required by rules and
regulations prescribed from time to time by the Securities and Exchange
Commission, and (2) within 120 days after the end of each fiscal year of the
Company, copies of audited financial statements, on a consolidated basis if
applicable, including balance sheets, statements of operations, statements of
shareholders' equity and statements of changes in financial position, together
with the respective reports of independent certified public accountants relating
thereto.

       

      SECTION
6.04. (a)  Within 60 days after May 15 of each year commencing with the
year 2009, so long as any Subordinated Debt Securities of a particular Series
are outstanding hereunder, the Trustee shall transmit to the holders of each
such Series as hereinafter in this Section 6.04 provided, a brief report dated
as of such May 15, with respect to:  

       

      
        
           


        

        
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      (1)           its
eligibility under Section 8.09, and its qualifications under Section 8.08, or in
lieu thereof, if to the best of its knowledge it has continued to be eligible
and qualified under such Sections, a written statement to such
effect;

       

      (2)           the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Subordinated
Debt Securities of such Series, on any property or funds held or collected by it
as Trustee, except that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid aggregate not more
than one-half of one percent of the principal amount of the Subordinated Debt
Securities of such Series outstanding on the date of such report;

       

      (3)           the
amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Subordinated Debt Securities) to the
Trustee in its individual capacity, on the date of such report, with a brief
description of any property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in any manner described
in paragraphs (2), (3), (4) or (6) of subsection (b) of Section
8.13;

       

      (4)           the
property and funds, if any, physically in the possession of the Trustee as such
on the date of such report;

       

      (5)           any
release, or release and substitution, of property subject to the lien of this
Indenture (and consideration therefor, if any) not previously
reported;

       

      (6)           any
additional issue of Subordinated Debt Securities not previously reported;
and

       

      (7)           any
action taken by the Trustee in the performance of its duties under this
Indenture which it has not previously reported and which in its opinion
materially affects the Subordinated Debt Securities except action in respect of
a default, notice of which has been or is to be withheld by it in accordance
with the provisions of Section 7.07.

       

      (b)           The
Trustee shall transmit to the holders of a Series, as hereinafter provided, a
brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee as such since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section 6.04
(or if no such report has yet been so transmitted, since the date of execution
of this Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Subordinated Debt Securities of such Series, on
property or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10 percent or less of the principal
amount of Subordinated Debt Securities of such Series outstanding at such time,
such report to be transmitted within 90 days after such time.

       

      
        
           


        

        
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      (c)           Reports
pursuant to this Section 6.04 shall be transmitted by mail to all holders of
Subordinated Debt Securities of a Series, as the names and addresses of such
holders appear upon the Subordinated Debt Security Register.

       

      (d)           A
copy of each such report shall, at the time of such transmission to holders, be
filed by the Trustee with each stock exchange upon which the Subordinated Debt
Securities are listed and also with the Securities and Exchange Commission. The
Company agrees to notify the Trustee when and as the Subordinated Debt
Securities of any Series become listed on any stock exchange.

       

      ARTICLE
SEVEN

      REMEDIES
OF THE TRUSTEE AND HOLDERS OF

      SUBORDINATED
DEBT SECURITIES IN EVENT OF DEFAULT.

       

      SECTION
7.01.  In case one or more of the following Events of Default with
respect to the Subordinated Debt Securities of a Series shall have occurred and
be continuing, that is to say:  

       

      (a)           default
in the payment (whether or not prohibited by the provisions of Article Three) of
any installment of interest upon any of the Subordinated Debt Securities of such
Series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days; or

       

      (b)           default
in the payment (whether or not prohibited by the provisions of Article Three) of
the principal of or premium, if any, on any of the Subordinated Debt Securities
of such Series or of any Sinking Fund payment as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or
otherwise; or

       

      (c)           failure
on the part of the Company duly to observe or perform any other of the covenants
or agreements on the part of the Company in the Subordinated Debt Securities or
in this Indenture contained for a period of 60 days after the date on which
written notice (such written notice to state it is a “Notice of Default”
hereunder) of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or to the Company and the Trustee by
the holders of at least 25 percent in principal amount of the Subordinated Debt
Securities of such Series at the time outstanding; or

       

      (d)           a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part of its property
or ordering the winding up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or

       

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

       

      
        
           


        

        
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      then, and
in each and every such case, unless the principal of all the Subordinated Debt
Securities of such Series shall have already become due and payable, either the
Trustee or the holders of not less than 25 per cent in aggregate principal
amount of the Subordinated Debt Securities of such Series then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
holders of Subordinated Debt Securities of such Series) may, and at the request
of the holders of not less than 25 per cent in aggregate principal amount of the
Subordinated Debt Securities of such Series then outstanding hereunder, the
Trustee by notice in writing to the Company shall, declare the principal of all
the Subordinated Debt Securities of such Series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the said
Subordinated Debt Securities of such Series contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if,
at anytime after the principal of the Subordinated Debt Securities of such
Series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Subordinated Debt Securities of that Series and the principal of and premium, if
any, on any and all such Subordinated Debt Securities which shall have become
due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable
under applicable law, upon overdue installments of interest, at the rate borne
by the Subordinated Debt Securities of that Series to the date of such payment
or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith, and any and all defaults under the
Indenture, other than the nonpayment of the principal of Subordinated Debt
Securities of that Series which shall have become due by acceleration, shall
have been remedied -- then, and in every such case, the holders of a majority in
aggregate principal amount of the Subordinated Debt Securities of such Series
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsegment default or shall impair any right consequent thereon.

       

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

       

      The Trustee shall not be charged with
notice of any default or Event of Default under subsections (c), (d) or (e) of
this Section 7.01 unless the Trustee shall have actually received written notice
thereof from the Company or any holder of Subordinated Debt Securities
describing said default or Event of Default or unless the Trustee shall have
actually become aware thereof.

       

      
        
           


        

        
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      SECTION
7.02.  The Company covenants that (1) in case default shall be made in
the payment of any installment of interest on any of the Subordinated Debt
Securities of a Series, as and when the same shall become due and payable, and
such default, shall have continued for a period of 60 days, or (2) in case
default shall be made in the payment of the principal of or premium, if any, on
any of the Subordinated Debt Securities of a Series or of any Sinking Fund
payment when the same shall have become payable, whether upon maturity of the
Subordinated Debt Securities of such Series or upon redemption or upon
declaration or otherwise then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Subordinated Debt
Securities of such Series, the whole amount that then shall have become due and
payable on all such Subordinated Debt Securities of such Series for principal
and premium, if any, or interest, or both, as the case may be, with interest
upon the overdue principal and premium, if any, and (to the extent that payment
of such interest is enforceable under applicable law) upon overdue installments
of interest at the rate borne by the Subordinated Debt Securities of such
Series; and, in addition thereto, such further amount as shall be sufficient to
cover reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.  

       

      In case the Company shall fail
forthwith to pay such amounts upon such demand, the Trustee, in its own name and
as trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or any other obligor upon the Subordinated Debt Securities and collect
in the manner provided by law out of the property of the Company or other
obligor upon the Subordinated Debt Securities wherever situated the moneys
adjudged or decreed to be payable.

       

      In case there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any
other obligor upon the Subordinated Debt Securities under the Federal bankruptcy
laws, as now or hereafter constituted, or any other Federal or State bankruptcy,
insolvency or similar laws relative to the Company or to such other obligor, its
creditors or its property, or in case a receiver or trustee shall have been
appointed for its property, or in case of any other judicial proceedings
relative to the Company or other obligor upon the Subordinated Debt Securities,
its creditors or its property, the Trustee irrespective of whether the principal
of any Subordinated Debt Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and premium, if any, and interest owing and unpaid in respect of the
Subordinated 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 reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the holders of Subordinated Debt
Securities allowed in any judicial proceedings relative to the Company or other
obligor upon the Subordinated Debt Securities, its creditors or its property,
and to collect and receive any moneys or other property payable or deliverable
on any such claims, and to distribute all amounts received with respect to the
claims of the holders of Subordinated Debt Securities and of the Trustee on
their behalf; and any receiver, assignee, liquidator, sequestrator or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Subordinated Debt Securities to make payments to the Trustee, and, in the event
that the Trustee shall consent to the making of payments directly to the holders
of Subordinated Debt Securities, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due to
the Trustee under Section 8.06.

       

      
        
           


        

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

       

      In case of a default of which the
Trustee has or is deemed to have notice hereunder occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specified
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by
law.

       

      SECTION
7.03.  Subject to the provisions of Article Three, any moneys
collected by the Trustee pursuant to Section 7.02 shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or premium, if any, or
interest, upon presentation of the several Subordinated Debt Securities, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:  

       

      FIRST: To the payment of costs and
expenses of collection, and reasonable compensation, expenses, disbursements and
advances of the Trustee, it agents and counsel, and any other amounts due to the
Trustee under this Indenture, including without limitation amounts due under
Section 8.06;

       

      SECOND: In case the principal of the
Subordinated Debt Securities of a Series shall not have become due, to the
payment of interest on the Subordinated Debt Securities, in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest at the rate borne by the Subordinated Debt Securities of such
Series, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference:

       

      THIRD: In case the principal of the
Subordinated Debt Securities of a Series shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the
Subordinated Debt Securities of such Series for principal, and premium, if any,
and interest, with interest on the overdue principal, and premium, if any, and
(to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate borne by the Subordinated Debt
Securities of such Series; and in case such moneys shall be insufficient to pay
in full the whole amount so due and unpaid on the Subordinated Debt Securities
of such Series, then to the payment of such principal, and premium, if any, and
interest, without preference or priority of principal, and premium, if any, over
interest, or of interest over principal, and premium, if any, or of any
installment of interest over any other installment of interest, or of any
Subordinated Debt Security of such Series over any other Subordinated Debt
Security of such Series, ratably to the aggregate of such principal, and
premium, if any, and accrued and unpaid interest.

       

      
        
           


        

        
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      SECTION
7.04.  No holder of any Subordinated Debt Security of a Series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceedings at law or in equity or in bankruptcy or
otherwise, upon or under or with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such holder previously shall have given to the Trustee written notice of default
in respect of such Series and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25 percent in aggregate
principal amount of the Subordinated Debt Securities of such Series then
outstanding shall have made written request upon the Trustee to institute such
action or proceedings in its own name as Trustee hereunder and shall have
furnished to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and furnishing of
indemnity, shall have failed to institute any such action or proceedings and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.06; it being understood and intended, and being
expressly covenanted by the taker and holder of every Subordinated Debt Security
of such Series with every other such taker and holder and the Trustee, that no
one or more holders of Subordinated Debt Securities of a Series shall have any
right in any manner whatever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Subordinated Debt Securities of such Series, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Subordinated Debt Securities
of such Series. For the protection and enforcement of the provisions of this
Section 7.04, each and every holder of such Series and the Trustee shall be
entitled to such relief as can be given either at law or in
equity.  

       

      Notwithstanding any other provisions in
this Indenture, however, the right of any holder of any Subordinated Debt
Security to receive payment of the principal of, and premium, if any, and
interest on, such Subordinated Debt Security, on or after the respective due
dates expressed in such Subordinated Debt Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such holder.

       

      SECTION
7.05.  All powers and remedies given by this Article Seven to the
Trustee or to the holders of Subordinated Debt Securities shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or such holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any holder of any of the Subordinated Debt
Securities to exercise any right or power accruing upon any default occurring
and continuing as aforesaid, shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 7.04, every power and remedy given by this
Article Seven or by law to the Trustee or to the holders of Subordinated Debt
Securities may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by such holders.  

       

      
        
           


        

        
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      SECTION
7.06.  The holders of a majority in aggregate principal amount of the
Subordinated Debt Securities of a Series at the time outstanding shall have the
right to direct the time, method, and place of conducting any proceeding of any
remedy available to the Trustee with respect to the Subordinated Debt Securities
of such Series, or exercising any trust or power conferred on the Trustee with
respect to such Series; provided, however, that the Trustee shall be entitled to
receive indemnity or security reasonably satisfactory to it prior to following
such direction or taking such action, and providing further that subject to the
provisions of Section 8.01 the Trustee shall have the right to decline to follow
any such direction if the Trustee being advised by counsel shall determine that
the action so directed may not lawfully be taken, or if the Trustee in good
faith shall, by a responsible officer or officers, determine that the action so
directed would be unduly prejudicial to the holders of the Subordinated Debt
Securities of such Series not taking part in such direction or would involve the
Trustee in personal liability. Prior to the declaration of the maturity of the
Subordinated Debt Securities of any Series as provided in Section 7.01, the
holders of a majority in aggregate principal amount of the Subordinated Debt
Securities of a Series at the time outstanding may on behalf of the holders of
all of the Subordinated Debt Securities of such Series waive any past default
hereunder and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Subordinated Debt Securities
of such Series or in respect of a covenant or provision hereof which under
Section 11.02 cannot be modified or amended without the consent of the holder of
each Subordinated Debt Security so affected. In the case of any such waiver, the
Company, the Trustee and the holders of the Subordinated Debt Securities of such
Series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.  

       

      SECTION
7.07.  The Trustee shall, within 90 days after the occurrence of a
default with respect to a Series of which the Trustee has or is deemed to have
knowledge hereunder, give to the holders of such Series, in the manner and to
the extent provided in subsection (c) of Section 6.04, notice of all such
defaults, unless such default shall have been cured before the giving of such
notice (the term “default” or “defaults” for the purposes of this Section 7.07
being hereby defined to be any event or events, as the case may be, specified in
clause (a), (b), (c), (d) and (e) of Section 7.01, not including periods of
grace, if any, provided for therein and irrespective of the giving of the
written notice specified in clause (c) of Section 7.01); provided, however,
that, except in the case of default in the payment of the principal of, or
premium, if any, or interest on, any of the Subordinated Debt Securities, or in
the payment of any Sinking Fund payment, 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
interests of the holders of such Series.  

       

      SECTION
7.08.  All parties to this Indenture agree, and each holder of any
Subordinated Debt Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys fees' against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 7.08 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any holder of Subordinated
Debt Securities, or group of holders of Subordinated Debt Securities, holding in
the aggregate more than 10 percent in aggregate principal amount of the
Subordinated Debt Securities of a Series then outstanding, or to any suit
instituted by any holder of Subordinated Debt Securities for the enforcement of
the payment of the principal of, or premium, if any, or interest on, any
Subordinated Debt Security, on or after the due date expressed in such
Subordinated Debt Security.  

       

      
        
           


        

        
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      ARTICLE
EIGHT

      CONCERNING
THE TRUSTEE.

       

      SECTION
8.01.  The Trustee, prior to the occurrence of an Event of Default
with respect to the Subordinated Debt Securities of a particular Series and
after the curing or waiver of all Events of Default with respect to the
Subordinated Debt Securities of a particular Series which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Subordinated Debt Securities of any Series has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.  

       

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

       

      (a)           prior
to the occurrence of an Event of Default with respect to the Subordinated Debt
Securities of a particular Series and after the curing of all Events of Default
with respect to the Subordinated Debt Securities of any Series which may have
occurred:

       

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

       

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

       

      
        
           


        

        
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      (b)           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;

       

      (c)           The
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of not
less than a majority in aggregate principal amount of the Subordinated Debt
Securities of a Series at the time outstanding relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
relating to such Series.

       

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

       

      Whether or not herein 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.

       

      SECTION
8.02.  Except as otherwise provided in Section
8.01:  

       

      (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, consent. direction, approval, order, bond, debenture, or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

       

      (b)           Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an instrument signed in the name of the Company by the
Chairman of the Board, President or any Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors of the Company may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company;

       

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

       

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

       

      
        
           


        

        
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      (e)           The
Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;

       

      (f)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, discretion, approval, bond, debenture 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 Company,
personally or by agent or attorney; and

       

      (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 (other than an employee of the Trustee) appointed by it with
due care hereunder.

       

      SECTION
8.03.  The recitals contained herein and in the Subordinated Debt
Securities (except in the Trustee's certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Subordinated Debt Securities. The Trustee shall not be accountable for the use
or application by the Company of any of the Subordinated Debt Securities or of
the proceeds thereof.  

       

      SECTION
8.04.  The Trustee or any paying agent or Subordinated Debt Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Subordinated Debt Securities with the same rights it would have if it
were not Trustee, paying agent or Subordinated Debt Security
Registrar.  

       

      SECTION
8.05.  Subject to the provisions of Article Three and Section 13.04,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
Neither the Trustee nor any paying agent shall be under any liability for
interest on any moneys received by it hereunder except such as it may agree in
writing with the Company to pay thereon. So long as no Event of Default with
respect to the Subordinated Debt Securities of any Series shall have occurred
and be continuing, all interest allowed on any such moneys shall be paid from
time to time upon the written order of the Company, signed by its President or
any Vice President or its Treasurer or an Assistant
Treasurer.  

       

      SECTION
8.06.  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided, the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith.  

       

      
        
           


        

        
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      If any property other than cash shall
at any time be subject to a lien in favor of the holders of Subordinated Debt
Securities, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon, provided that the Trustee shall be under no
affirmative duty to make such advances. The Company also covenants to indemnify
the Trustee, its directors, officers, employees or agents for, and to hold each
of them harmless against, any loss, liability or expense incurred without
negligence, intentional wrongdoing or bad faith on the part of the Trustee, its
directors, officers, employees or agents, arising out of or in connection with
the acceptance or administration of this trust, the offering, issuance or sale
of the Subordinated Debt Securities or any or all other transactions
contemplated hereunder, including the reasonable cost and expenses of defending
against any claim of liability in the premises. The obligations of the Company
under this Section 8.06 to compensate the Trustee, its directors, officers,
employees or agents and to pay or reimburse the Trustee, its directors,
officers, employees or agents for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. The Trustee shall give the Company
prompt notice of any action commenced against it in respect of which indemnity
may be sought hereunder. The Trustee’s failure to so notify the Company shall
not relieve the Company from any liability under this Indenture with respect to
such action. In any such action the Company, by written notice to the Trustee,
may assume the defense thereof with counsel of the Trustee's choosing, who shall
be subject to the approval of the Company; and such approval shall not be
unreasonably withheld by the Company. In no event shall the Company be required
to indemnify or reimburse the Trustee hereunder in respect of any claim settled
or compromised without the Company’s consent. In no event shall the Company be
liable for the fees and expenses, which in all cases must be reasonable under
the circumstances, of more than one counsel in connection with any one action.
Such additional indebtedness shall be secured by a lien prior to that of the
Subordinated Debt Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the holders
of particular Subordinated Debt Securities of any Series.

       

      SECTION
8.07.  Except as otherwise provided in Section 8.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee and such
Officers' Certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted by it under the provisions of this Indenture upon the faith
thereof.  

       

      SECTION
8.08. (a)  If the Trustee has or shall acquire any conflicting interest, as
defined in this Section 8.08, it shall, within 90 days after ascertaining that
it has such conflicting interest, either eliminate such conflicting interest or
resign in the manner and with the effect specified in Section 8.10, such
resignation to become effective upon the appointment of a successor trustee and
such successor's acceptance of such appointment, and the Company shall take
prompt steps to have a successor appointed in the manner provided in Section
8.10.  

       

      
        
           


        

        
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      (b)           In
the event that the Trustee shall fail to comply with the provisions of
subsection (a) of this Section 8.08, the Trustee shall, within 10 days after the
expiration of such 90 day period, transmit notice of such failure to the holders
of Subordinated Debt Securities in the manner and to the extent provided in
subsection (c) of Section 6.04.

       

      (c)           For
the purposes of this Section 8.08 the Trustee shall be deemed to have a
conflicting interest if

       

      (1)           the
Trustee is trustee under another indenture under which any other securities, or
certificates of interest or participation in any other securities, of the
Company, are outstanding unless such other indenture is a collateral trust
indenture under which the only collateral consists of Subordinated Debt
Securities issued under this Indenture, provided that there shall be excluded
from the operation of this paragraph any other indenture or indentures under
which other securities, or certificates of interest or participation in other
securities of the Company are outstanding if (i) this Indenture and such other
indenture or indentures are wholly unsecured and such other indenture or
indentures are hereafter qualified under the Trust Indenture Act of 1939, unless
the Securities and Exchange Commission shall have found and declared by order
pursuant to subsection (b) of Section 305 or subsection (c) of Section 307 of
the Trust Indenture Act of 1939 that differences exist between the provisions of
this Indenture and the provisions of such other indenture or indentures which
are so likely to involve a material conflict of interest as to make it necessary
in the public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture or such other indenture or
indentures, or (ii) the Company shall have sustained the burden of proving, on
application to the Securities and Exchange Commission and after opportunity for
hearing thereon that the trusteeship under this Indenture and such other
indenture or indentures is not so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the protection of
investors to disqualify the Trustee from acting as such under one of such
indentures;

       

      (2)           the
Trustee or any of its directors or executive officers is an obligor upon the
Subordinated Debt Securities or an underwriter for the Company;

       

      (3)           the
Trustee directly or indirectly controls or is directly or indirectly controlled
by or is under direct or indirect common control with the Company or an
underwriter for the Company;

       

      (4)           the
Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee, or representative of the Company, or of an
underwriter (other than the Trustee itself) for the Company who is currently
engaged in the business of underwriting, except that (A) one individual may be a
director and/or an executive officer of the Trustee and a director and/or an
executive officer of the Company, but may not be at the same time an executive
officer of both the Trustee and the Company; (B) if and so long as the number of
directors of the Trustee in office is more than nine, one additional individual
may be a director and/or an executive officer of the Trustee and a director of
the Company; and (C) the Trustee may be designated by the Company, or by any
underwriter for the Company, to act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal agent, escrow agent, or depositary,
or in any other similar capacity, or, subject to the provisions of paragraph (1)
of this subsection (c), to act as trustee whether under an indenture or
otherwise;

       

      
        
           


        

        
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      (5)           10
percent or more of the voting securities of the Trustee is beneficially owned
either by the Company or by any director, partner, or executive officer thereof,
or 20 percent or more of such voting securities is beneficially owned,
collectively, by any two or more of such persons; or 10 percent or more of the
voting securities of the Trustee is beneficially owned either by an underwriter
for the Company or by any director, partner, or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;

       

      (6)           the
Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this subsection (c) defined),
(A) 5 percent or more of the voting securities, or 10 per cent or more of any
other class of security, of the Company, not including the Subordinated Debt
Securities issued under this Indenture and securities issued under any other
indenture under which the Trustee is also trustee, or (B) 10 percent or more of
any class of security of an underwriter for the Company;

       

      (7)           the
Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this subsection (c) defined),
5 per cent or more of the voting securities of any person who, to the knowledge
of the Trustee, owns 10 percent or more of the voting securities of, or controls
directly or indirectly, or is under direct or indirect common control with, the
Company;

       

      (8)           the
Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this subsection (c) defined),
10 per cent or more of any class of security of any person who, to the knowledge
of the Trustee, owns 50 per cent or more of the voting securities of the
Company; or

       

      (9)           the
Trustee owns on May 15 in any calendar year, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity, an aggregate of 25 per cent or
more of the voting securities, or of any class of security, of any person, the
beneficial ownership of a specified percentage of which would have constituted a
conflicting interest under paragraph (6), (7) or (8) of this subsection (c). As
to any such securities of which the Trustee acquired ownership through becoming
executor, administrator, or testamentary trustee of an estate which included
them, the provisions of the preceding sentence shall not apply, for a period of
two years from the date of such acquisition, to the extent that such securities
do not exceed 25 percent of such voting securities or 25 per cent of any such
class of security. Promptly after May 15, in each calendar year, the Trustee
shall make a check of its holdings of such securities in any of the
above-mentioned capacities as of such May 15. If the Company fails to make
payment in full of principal of or interest on any of the Subordinated Debt
Securities when and as the same become due and payable, and such failure
continues for 30 days thereafter, the Trustee shall make a prompt check of its
holdings of such securities in any of the above-mentioned capacities as of the
date of the expiration of such 30 day period, and after such date,
notwithstanding the foregoing provisions of this paragraph (9), all such
securities so held by the Trustee, with sole or joint control over such
securities vested in it, shall, but only so long as such failure shall continue,
be considered as though beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this subsection (c).

       

      
        
           


        

        
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      The specifications of percentages in
paragraphs (5) to (9), inclusive, of this subsection (c) shall not be construed
as indicating that the ownership of such percentages of the securities of a
person is or is not necessary or sufficient to constitute direct or indirect
control for the purposes of paragraph (3) or (7) of this subsection
(c).

       

      For the purposes of paragraphs (6),
(7), (8) and (9) of this subsection (c) only, (A) the terms “security” and
“securities” shall include only such securities as are generally known as
corporate securities, but shall not include any note or other evidence of
indebtedness issued to evidence an obligation to repay moneys lent to a person
by one or more banks, trust companies or banking firms, or any certificate of
interest or participation in any such note or evidence of indebtedness; (B) an
obligation shall be deemed to be “in default” when a default in payment of
principal shall have continued for 30 days or more and shall not have been
cured; and (C) the Trustee shall not be deemed to be the owner or holder of (i)
any security which it holds as collateral security (as trustee or otherwise) for
an obligation which is not in default as defined in clause (B) above, or (ii)
any security which it holds as collateral security under this Indenture,
irrespective of any default hereunder, or (iii) any security which it holds as
agent for collection, or as custodian, escrow agent, or depositary, or in any
similar representative capacity.

       

      Except as above provided, the word
“security” or “securities” as used in this Indenture shall mean any note, stock,
treasury stock, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement, collateral-trust
certificate, pre-organization certificate or subscription, transferable share,
investment contract, voting-trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other mineral rights,
or, in general, any interest or instrument commonly known as a “security”, or
any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of or warrant or right to subscribe to
or purchase, any of the foregoing.

       

      (d)           For
the purposes of this Section 8.08:

       

      (1)           The
term “underwriter” when used with reference to the Company shall mean every
person who, within three years prior to the time as of which the determination
is made, has purchased from the Company with a view to, or has offered for sale
or has sold for the Company in connection with, the distribution of any security
of the Company outstanding at such time, or has participated or has had a direct
or indirect participation in any such undertaking, or has participated or has
had a participation in the direct or indirect underwriting of any such
undertaking, but such term shall not include a person whose interest was limited
to a commission from an underwriter or dealer not in excess of the usual and
customary distributors' or sellers' commission.

       

      (2)           The
term “director” shall mean any director of a corporation or any individual
performing similar functions with respect to any organization whether
incorporated or unincorporated.

       

      
        
           


        

        
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      (3)           The
term “person” shall mean an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an unincorporated organization, or
a government or political subdivision thereof. As used in this paragraph, the
term “trust” shall include only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a security.

       

      (4)           The
term “voting security” shall mean any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a
person, or any security issued under or pursuant to any trust, agreement or
arrangement whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the direction or
management of the affairs of a person.

       

      (5)           The
term “Company” shall mean any obligor upon the Subordinated Debt
Securities.

       

      (6)           The
term “executive officer” shall mean the president, every vice president, every
trust officer, the cashier, the secretary and the treasurer of a corporation,
and any individual customarily performing similar functions with respect to any
organization whether incorporated or unincorporated, but shall not include the
chairman of the board of directors.

       

      The percentage of voting securities and
other securities specified in this Section 8.08 shall be calculated in
accordance with the following provisions:

       

      (A)           A
specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section 8.08 (each of whom is referred to as a
“person” in this paragraph) means such amount of the outstanding voting
securities of such person as entitles the holder or holders thereof to cast such
specified percentage of the aggregate votes which the holders of all the
outstanding voting securities of such person are entitled to cast in the
direction or management of the affairs of such person.

       

      (B)           A
specified percentage of a class of securities of a person means such percentage
of the aggregate amount of securities of the class outstanding.

       

      (C)           The
term “amount”, when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if relating to
capital shares, and the number of units if relating to any other kind of
security.

       

      (D)           The
term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the
meaning of this definition:

       

      (i)      
     Securities of an issuer held in a sinking fund
relating to another class of securities of the issuer of the same
class.

       

      (ii)           Securities
of an issuer held in a sinking funds relating to another class of securities of
the issuer, if the obligation evidenced by such other class of securities is not
in default as to principal or interest or otherwise.

       

      
        
           


        

        
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      (iii)           Securities
pledged by the issuer thereof as security for an obligation of the issuer not in
default as to principal or interest or otherwise.

       

      (iv)           Securities
held in escrow if placed in escrow by the issuer thereof;

       

      provided,
however, that any voting securities of an issuer shall be deemed outstanding if
any person other than the issuer is entitled to exercise the voting rights
thereof.

       

      (E)           A
security shall be deemed to be of the same class as another if both securities
confer upon the holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured evidences of
indebtedness, all of which are issued under a single indenture, differences in
the interest rates or maturity dates of various series thereof shall not be
deemed sufficient to constitute such series different classes; and provided,
further, that, in the case of unsecured evidences of indebtedness, differences
in the interest rates or maturity dates thereof shall not be deemed sufficient
to constitute them securities of different classes, whether or not they are
issued under a single indenture.

       

      SECTION
8.09.  The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of the United States or
of any State or of the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $10,000,000, subject to supervision or examination by Federal, State or
District of Columbia authority. If such corporation or association 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 8.09, 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. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 8.09, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.10.  

       

      SECTION
8.10. (a)  The Trustee may at any time resign with respect to one or more
or all Series of Subordinated Debt Securities by giving written notice by
first-class mail of such resignation to the Company. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor trustee by
written instrument in duplicate executed by order of the Board of Directors of
the Company, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any holder who has been a bona fide holder of a Subordinated Debt Security or
Subordinated Debt Securities of the applicable Series for at least six months
may, subject to the provisions of Section 8.08, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee. Any resignation of
the Trustee shall be subject to the provisions of subparagraph (d)
hereof.  

       

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

       

      
        
           


        

        
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      (1)           the
Trustee shall fail to comply with the provisions of subsection (a) of Section
8.08 with respect to any Series of Subordinated Debt Securities after written
request therefor by the Company or by any holder who has been a bona fide holder
of a Subordinated Debt Security or Subordinated Debt Securities of the
applicable Series for at least six months, or

       

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

       

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

       

      then, in
any such case, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, subject to the
provisions of Section 8.08, any holder who has been a bona fide holder of a
Subordinated Debt Security or Subordinated Debt Securities of such Series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to the applicable Series and the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee with respect to the applicable Series and appoint
a successor trustee.

       

      (b)           The
Company may also remove the Trustee without cause, pursuant to the procedures
set forth in Section 8.10(b) hereof, if the Company has given 60 days written
notice to the Trustee and the holders of the applicable Series of Subordinated
Debt Securities and has delivered to the Trustee and such holders of
Subordinated Debt Securities an Officers' Certificate stating:

       

      (1)           the
reasons for such removal;

       

      (2)           that
such removal will in no way be detrimental to the interests of such holders of
Subordinated Debt Securities; and

       

      (3)           the
identity of the successor trustee to be appointed;

       

      provided
that (i) such successor trustee shall have a combined capital and surplus of at
least $10,000,000, (ii) the rating assigned to the debt obligations of such
successor trustee by the rating agency or agencies rating any such debt
obligations shall be no lower than the rating assigned, at the time of
appointment of the Trustee being replaced, to the debt obligations of the
Trustee being replaced, and (iii) such successor trustee shall be independent
and shall be eligible to act as Trustee pursuant to Sections 8.08 and 8.09
hereof; and, provided further that if after receiving such notice, the holders
of a majority in principal amount of the outstanding Subordinated Debt
Securities of the applicable Series shall notify the Trustee that they are
opposed to such removal, the Company shall not be entitled to remove the Trustee
pursuant to this Section 8.10(c) and the Company shall not be entitled to
exercise its rights pursuant to this Section 8.10(c) for six months after such
notice by the holders of Subordinated Debt Securities.

       

      
        
           


        

        
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      (d)           The
holders of a majority in aggregate principal amount of the Subordinated Debt
Securities of any Series at the time outstanding may at any time remove the
Trustee with respect to the Subordinated Debt Securities of such Series and
appoint a successor trustee of the applicable Series of Subordinated Debt
Securities by delivery to the Trustee so removed, to the successor trustee so
appointed and to the Company, the evidence provided for in Section 9.01 of the
action taken by the holders of the Subordinated Debt Securities.

       

      (e)           Any
resignation or removal of the Trustee and any appointment of a successor trustee
pursuant to any of the provisions of this Section 8.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
8.11.

       

      (f)           The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor trustee by mailing written notice of such
event by first-class mail, postage prepaid, to the holders of the applicable
Series of Subordinated Debt Securities as their names and addresses appear in
the Subordinated Debt Security Register. Each notice shall include the name of
the successor trustee and the address of its designated corporate trust office.
If the Company fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

       

      SECTION
8.11.  Any successor trustee appointed as provided in Section 8.10
shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable
Series shall become effective and such successor trustee without any further
act, deed or conveyance shall become vested with all the rights, powers, duties
and obligations of its predecessor, with like effect as if originally named as
trustee herein; but, nevertheless, on the written request of the Company or of
the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of Section 8.06, execute and
deliver an instrument transferring to such successor trustee all the right and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section
8.06.  

       

      If a successor trustee is appointed
with respect to the Subordinated Debt Securities of one or more (but not all)
Series, the Company, the predecessor trustee and each successor trustee with
respect to the Subordinated Debt Securities of any applicable Series shall
execute and deliver an agreement supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor trustee with respect to the
Subordinated Debt Securities of any Series as to which the predecessor trustee
is not retiring shall continue to be vested in the predecessor trustee, and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental agreement shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be a trustee of a trust or trusts
under separate Indentures.

       

      
        
           


        

        
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      No successor trustee shall accept
appointment as provided in this Section 8.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 8.08 and eligible under the provisions of Section 8.09.

       

      SECTION
8.12.  Any corporation or association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
association resulting from any merger or conversion or consolidation to which
the Trustee shall be a party, or any corporation or association succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation or
association shall be qualified under the provisions of Section 8.08 and eligible
under the provisions of Section 8.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.  

       

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

       

      SECTION
8.13. (a)  Subject to the provisions of subsection (b) of this Section
8.13, if the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company on the Subordinated Debt
Securities within four months prior to a default, as defined in subsection (c)
of this Section 8.13, or subsequent to such a default, then, unless and until
such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the holders of the
Subordinated Debt Securities and the holders of other indenture securities (as
defined in subsection (c) of this Section 8.13):  

       

      (1)           an
amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the
beginning of such four months' period and valid as against the Company and its
other creditors, except any such reduction resulting from the receipt or
disposition of any property described in paragraph (2) of this subsection, or
from the exercise of any right of set-off which the Trustee could have exercised
if a petition in bankruptcy had been filed by or against the Company upon the
date of such default; and

       

      
        
           


        

        
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      (2)           all
property received by the Trustee in respect of any claim as such creditor,
either as security therefor, or in satisfaction or composition thereof, or
otherwise, after the beginning of such four months' period, or an amount equal
to the proceeds of any such property, if disposed of, subject, however, to the
rights, if any, of the Company and its other creditors in such property or such
proceeds.

       

      Nothing herein contained, however,
shall affect the right of the Trustee

       

      (A)          to
retain for its own account (i) payments made on account of any such claim by any
person (other than the Company) who is liable thereon, and (ii) the proceeds of
the bona fide sale of any such claim by the Trustee to a third person, and (iii)
distributions made in cash, securities or other property in respect of claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other Federal or State bankruptcy, insolvency or similar
law;

       

      (B)           to
realize, for its own account, upon any property held by it as security for any
such claim, if such property was so held prior to the beginning of such four
months' period;

       

      (C)           to
realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such
claim was created after the beginning of such four months' period and such
property was received as security therefor simultaneously with the creation
thereof, and if the Trustee shall sustain the burden of proving that at the time
such property was so received the Trustee had no reasonable cause to believe
that a default as defined in subsection (c) of this Section 8.13 would occur
within four months; or

       

      (D)           to
receive payment on any claim referred to in paragraph (B) or (C), against the
release of any property held as security for such claim as provided in such
paragraph (B) or (C), as the case may be, to the extent of the fair value of
such property,

       

      For the purposes of paragraphs (B), (C)
and (D), property substituted after the beginning of such four months' period
for property held as security at the time of such substitution shall, to the
extent of the fair value of the property released, have the same status as the
property released, and, to the extent that any claim referred to in any of such
paragraphs is created in renewal of or in substitution for or for the purpose of
repaying or refunding any preexisting claim of the Trustee as such creditor,
such claim shall have the same status as such preexisting claim. If the Trustee
shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned between the Trustee, the
holders of Subordinated Debt Securities and the holders of other indenture
securities in such manner that the Trustee, the holders of Subordinated Debt
Securities and the holders of other indenture securities realize, as a result of
payments from such special account and payments of dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other Federal or State bankruptcy, insolvency or similar
law, the same percentage of their respective claims, figured before crediting to
the claim of the Trustee anything on account of the receipt by it from the
Company of the funds and property in such special account and before crediting
to the respective claims of the Trustee, the holders of Subordinated Debt
Securities and the holders of other indenture securities dividends on claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other Federal or State bankruptcy, insolvency or similar
law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account. As
used in this paragraph, with respect to any claim, the term “dividends” shall
include any distribution with respect to such claim, in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted, or any other Federal or State
bankruptcy, insolvency or similar law, whether such distribution is made in
cash, securities, or other property, but shall not include any such distribution
with respect to the secured portion, if any, of such claim. The court in which
said bankruptcy, receivership, or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the Trustee, the holders of
Subordinated Debt Securities and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee, the holders of Subordinated Debt Securities and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula. Any Trustee which has
resigned or been removed after the beginning of such four months' period shall
be subject to the provisions of this subsection (a) as though such resignation
or removal had not occurred. If any Trustee has resigned or been removed prior
to the beginning of such four months' period, it shall be subject to the
provisions of this subsection (a) if and only if the following conditions
exist:

       

      
        
           


        

        
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      (i)      
     the receipt of property or reduction of claim
which would have given rise to the obligation to account, if such Trustee had
continued as trustee, occurred after the beginning of such four months' period;
and

       

      (ii)           such
receipt of property or reduction of claim occurred  within four months
after such resignation or removal.

       

      (b)           There
shall be excluded from the operation of subsection (a) of this Section 8.13 a
creditor relationship arising from

       

      (1)           the
ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of
acquisition by the Trustee;

       

      (2)           advances
authorized by a receivership or bankruptcy court of competent jurisdiction, or
by this Indenture, for the purpose of preserving any property which shall at any
time be subject to the lien of this Indenture or of discharging tax liens or
other prior liens or encumbrances thereof, if notice of such advance and of the
circumstances surrounding the making thereof is given to the holders of
Subordinated Debt Securities at the time and in the manner provided in this
Indenture;

       

      
        
           


        

        
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      (3)           disbursements
made in the ordinary course of business in the capacity of trustee under an
indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depositary, or other similar capacity;

       

      (4)           an
indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash
transaction as defined in subsection (c) of this Section 8.13;

       

      (5)           the
ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is
directly or indirectly a creditor of the Company; or

       

      (6)           the
acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of
self-liquidating paper as defined in subsection (c) of this Section
8.13.

       

      (c)           As
used in this Section 8.13:

       

      (1)           The
term “default” shall mean any failure to make payment in full of the principal
of or interest on any of the Subordinated Debt Securities or upon the other
indenture securities when and as such principal or interest becomes due and
payable.

       

      (2)           The
term “other indenture securities” shall mean securities upon which the Company
is an obligor (as defined in the Trust Indenture Act of 1939) outstanding under
any other indenture (A) under which the Trustee is also trustee, (B) which
contains provisions substantially similar to the provisions of subsection (a) of
this Section 8.13, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special
account.

       

      (3)           The
term “cash transaction” shall mean any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand.

       

      (4)           The
term “self-liquidating paper” shall mean any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Company for
the purpose of financing the purchase, processing, manufacture, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

       

      
        
           


        

        
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      (5)           The
term “Company” shall mean any obligor upon the Subordinated Debt
Securities.

       

      ARTICLE
NINE

      CONCERNING
THE HOLDERS OF SUBORDINATED DEBT SECURITIES.

       

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

       

      SECTION
9.02.  Subject to the provisions of Section 9.01 and Section 9.05,
proof of the execution of any instrument by a holder or his agent or proxy and
proof of the holding by any person of any of the Subordinated Debt Securities of
a Series shall be sufficient 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 of any jurisdiction within the United States of America
authorized to take acknowledgments of deeds to be recorded in such jurisdiction,
that the person executing such instrument acknowledged to him the execution
thereof, by an affidavit of a witness to such execution sworn to before any such
notary or other such officer or by any other method or in any other manner as
shall be acceptable to the Trustee. If 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, such certificate or affidavit shall
also constitute sufficient proof of his authority.

       

      The ownership of Subordinated Debt
Securities of a Series shall be proved by the Subordinated Debt Security
Register or by a certificate of the Subordinated Debt Security Registrar
thereof.

       

      The Trustee shall not be bound to
recognize any person as a holder unless and until his title to the Subordinated
Debt Securities held by him is proved in the manner in this Article Nine
provided.

       

      The Trustee may require such additional
proof of any matter referred to in this Section 9.02 as it shall deem
necessary.

       

      The record of any holders' meeting
shall be proved in the manner provided in Section 10.06.

       

      SECTION
9.03.  The Company, the Trustee, any paying agent and any Subordinated
Debt Security Registrar may deem and treat the person in whose name any
Subordinated Debt Security shall be registered in the Subordinated Debt Security
Register as the absolute owner of such Subordinated Debt Security (whether or
not such Subordinated Debt Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by anyone other than the
Company or any Subordinated Debt Security Registrar) for the purpose of
receiving payment thereof or on account thereof and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Subordinated
Debt Security Registrar shall be affected by any notice to the contrary. All
such payments so made to any such registered holder, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Subordinated Debt
Security.  

       

      
        
           


        

        
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      SECTION
9.04.  In determining whether the holders of the requisite aggregate
principal amount of Subordinated Debt Securities of a Series have concurred in
any direction, consent or waiver under this Indenture, Subordinated Debt
Securities of such Series which are owned by the Company, or any other obligor
on the Subordinated Debt Securities of such Series or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, or any other obligor on the Subordinated Debt
Securities of such Series shall be disregarded and deemed not to be outstanding
for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver only Subordinated Debt Securities of such Series
which the Trustee actually knows are so owned shall be so disregarded.
Subordinated Debt Securities of such Series so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 9.04,
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Subordinated Debt Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company, or any such other
obligor.  

       

      Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers' Certificate listing
and identifying all Subordinated Debt Securities of such Series, if any, known
by the Company to be owned or held by or for the account of any of the above
described persons; and, subject to the provisions of Section 8.01, the Trustee
shall be entitled to accept such Officers' Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Subordinated Debt
Securities of such Series not listed therein are outstanding for the purposes of
any such determination;

       

      SECTION
9.05.  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 9.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Subordinated Debt
Securities of a Series specified in this Indenture in connection with such
action, any holder of a Subordinated Debt Security of such Series the serial
number of which is shown by the evidence to be included in the Subordinated Debt
Securities of such Series the holders of which have consented to such action
may, by filing written notice with the Trustee at its office and upon proof of
holding as provided in Section 9.02, revoke such action so far as concerns such
Subordinated Debt Security. Except as aforesaid, any such action taken by the
holder of any Subordinated Debt Security shall be conclusive and binding upon
such holder and upon all future holders and owners of such Subordinated Debt
Security, and of any Subordinated Debt Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Subordinated Debt Security. Any action taken by the
holders of the percentage in aggregate principal amount of the Subordinated Debt
Securities of a Series specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Subordinated Debt Securities of such
Series.  

       

      
        
           


        

        
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      ARTICLE
TEN

      MEETINGS
OF HOLDERS OF SUBORDINATED DEBT SECURITIES.

       

      SECTION
10.01.  A meeting of holders of Subordinated Debt Securities of any or
all Series may be called at any time and from time to time pursuant to the
provisions of this Article Ten for any of the following
purposes:  

       

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

       

      (2)           to
remove the Trustee with respect to one or more or all Series and appoint a
successor trustee pursuant to the provisions of Article Eight;

       

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

       

      (4)           to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of the Subordinated Debt Securities of
any or all Series under any other provision of this Indenture or under
applicable law.

       

      SECTION
10.02.  The Trustee may at any time call a meeting of holders of
Subordinated Debt Securities to take any action specified in Section 10.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the holders of any or all Series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting shall be mailed to such holders of Subordinated Debt Securities
at that addresses as shown by the Subordinated Debt Security Register not less
than 20 nor more than 60 days prior to the date fixed for the
meeting.  

       

      SECTION
10.03.  In case at any time the Company, pursuant to a resolution of
its Board of Directors, shall have requested the Trustee to call a meeting of
holders of any or all Series, or the holders of at least 10 per cent in
aggregate principal amount of the Subordinated Debt Securities of the Series
then outstanding with respect to which a meeting is proposed to be called shall
have requested the Trustee to call a meeting of the holders of the applicable
Series, to take any action authorized in Section 10.01 by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or the holders of
Subordinated Debt Securities of the applicable Series in the amount above
specified may determine the time and the place for such meeting and may call
such meeting by mailing notice thereof as provided in Section
10.02.  

       

      
        
           


        

        
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      SECTION
10.04.  To be entitled to vote at any meeting of holders of
Subordinated Debt Securities of any or all Series a person shall (a) be a holder
of one or more Subordinated Debt Securities with respect to which such meeting
was called, or (b) be a person appointed by an instrument in writing as proxy by
a holder of one or more Subordinated Debt Securities with respect to which such
meeting was called. The only persons who shall be entitled to be present or to
speak at any meeting of holders of Subordinated Debt Securities of any or all
Series shall be the persons entitled to vote at such meeting and their counsel
and any representatives of the Trustee and its counsel and any representatives
of the Company and its counsel.  

       

      SECTION
10.05.  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of holders of Subordinated Debt Securities, in regard to proof of the
holding of Subordinated 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. Except as otherwise permitted or required by any such
regulations, the holding of Subordinated Debt Securities shall be proved in the
manner specified in Section 9.02 and the appointment of any proxy shall be
proved in the manner specified in said Section 9.02 or by having the signature
of the person executing the proxy witnessed or guaranteed by any bank, banker or
trust company. The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by holders as provided in Section 10.03, in which case the
Company 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 vote of the holders of a majority
in aggregate principal amount of the Subordinated Debt Securities represented at
the meeting and entitled to vote.  

       

      Subject to the provisions of Section
9.04, at any meeting each holder or proxy shall be entitled to one vote for each
$1,000 (unless otherwise provided in the related Series Supplement) principal
amount of Subordinated Debt Securities of the Series entitled to vote held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Subordinated 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
Subordinated Debt Securities of the Series entitled to vote held by him or
instruments in writing as aforesaid duly designating him as the person to vote
on behalf of other holders. Any meeting of holders duly called pursuant to the
provisions of Section 10.02 or 10.03 may be adjourned from time to time, and the
meeting may be held as so adjourned without further notice.

       

      At any meeting of holders of
Subordinated Debt Securities of any or all Series, the presence of persons
holding or representing Subordinated Debt Securities of the applicable Series in
an aggregate principal amount sufficient to take action upon the business for
the transaction of which such meeting was called shall be necessary to
constitute a quorum; but, if less than a quorum be present, the persons holding
or representing a majority of the Subordinated Debt Securities of the applicable
Series represented at the meeting may adjourn such meeting with the same effect
as though a quorum had been present.

       

      
        
           


        

        
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      SECTION
10.06.  The vote upon any resolution submitted to any meeting of
holders shall be by written ballots on which shall be subscribed the signatures
of the holders or proxies and the serial number or numbers of the Subordinated
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 mailed as provided in Section 10.02. The record
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the
meeting.  

       

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

       

      ARTICLE
ELEVEN

      SUPPLEMENTAL
INDENTURES.

       

      SECTION
11.01.  The Company, when authorized by resolutions of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following
purposes:  

       

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

       

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

       

      (c)           to
cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture; to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee, or to
make such other provisions in regard to matters or questions arising under this
Indenture which shall not be inconsistent with the provisions of this Indenture,
provided that such action shall not adversely affect the interests of the
holders of the Subordinated Debt Securities; and

       

      
        
           


        

        
          -57-

          
            

          

        

        
           


        

      


      (d)           to
set forth the terms of any Series that has not theretofore been authorized by a
Series Supplement. The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

       

      Any supplemental indenture authorized
by the provisions of this Section 11.01 may be executed by the Company and the
Trustee without the consent of the holders of any of the Subordinated Debt
Securities at the time outstanding, notwithstanding any of the provisions of
Section 11.02.

       

      SECTION
11.02.  With the consent (evidenced as provided in Section 9.01) of
the holders of not less than a majority in aggregate principal amount of the
Subordinated Debt Securities of each Series to be affected at the time
outstanding, the Company, when authorized by resolutions of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Subordinated Debt Securities of such Series; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any
Subordinated Debt Securities, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Subordinated Debt Security so affected, (ii) reduce the aforesaid
percentage of Subordinated Debt Securities of any Series, the consent of the
holders of which is required for any such supplemental indenture, without the
consent of the holders of all Subordinated Debt Securities of such Series then
outstanding, or (iii) modify any of the provisions of this Section or Section
7.06, 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 Subordinated Debt Security affected
thereby.  

       

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

       

      
        
           


        

        
          -58-

          
            

          

        

        
           


        

      


      It shall not be necessary for the
consent of the holders under this Section 11.02 to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.

       

      Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the provisions
of this Section 11.02, the Company shall mail to the holders to which such
supplemental indenture relates a notice, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

       

      SECTION
11.03.  Upon the execution of any supplemental indenture pursuant to
the provisions of this Article Eleven, this Indenture shall be and be deemed to
be modified and amended in accordance therewith with respect to each Series of
Subordinated Debt Securities affected thereby or all Subordinated Debt
Securities, as the case may be, and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Subordinated Debt Securities of each Series
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.  

       

      The Trustee, subject to the provisions
of Section 8.01, may receive an Opinion of Counsel as conclusive evidence that
any such supplemental indenture complies with the provisions of this Article
Eleven and that all conditions precedent thereto have been met.

       

      SECTION
11.04.  Subordinated Debt Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article Eleven or after any action taken at a meeting of holders of Subordinated
Debt Securities pursuant to Article Ten, 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 or as to any such action. New
Subordinated Debt Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture or reflecting such action
may be prepared by the Company, and such Subordinated Debt Securities may be
authenticated by the Trustee and delivered in exchange for the Subordinated Debt
Securities then outstanding.  

       

      ARTICLE
TWELVE

      CONSOLIDATION,
MERGER, SALE OR CONVEYANCE.

       

      SECTION
12.01. (a)  Nothing contained in this Indenture or in any of the
Subordinated Debt Securities shall prevent any consolidation or merger of the
Company with or into any other corporation or corporations or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety to any
other corporation authorized to acquire and operate the same; provided, however,
and the Company hereby covenants and agrees, that any such consolidation,
merger, sale or conveyance shall be upon the condition that (a) immediately
after such consolidation, merger, sale or conveyance, the corporation (whether
the Company or such other corporation) formed by or surviving any such
consolidation or merger, or to which such sale or conveyance shall have been
made, shall not be in default in the performance or observance of any of the
terms, covenants and conditions of this Indenture to be kept or performed by the
Company; (b) the corporation (if other than the Company) formed by or surviving
any such consolidation or merger, or to which such sale or conveyance shall have
been made, shall be a corporation organized under the laws of the United States
of America or any state thereof; and (c) the due and punctual payment of the
principal of (and premium, if any) and interest on all of the Subordinated Debt
Securities, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be
performed, or observed by the Company, shall be expressly assumed by the
corporation formed by such consolidation, or into which the Company shall have
been merged, or by the corporation which shall have acquired such property, by
supplemental indenture, satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation formed by such consolidation, or
into which the Company shall have been merged, or by the corporation which shall
have acquired such property.  

       

      
        
          
          

        

        
          -59-

          
            

          

        

        
          
          

        

      

       

      SECTION
12.02.  In case of any such consolidation, merger, sale or conveyance
in accordance with Section 12.01, such successor corporation shall succeed to
and be substituted for the Company with the same effect as if it had been named
herein as a party, and the Company (including any intervening successor to
either hereunder) shall be relieved of any further obligation under this
Indenture and the Subordinated Debt Securities; provided, however, that in the
case of a sale or conveyance of the property of the Company (including any such
intervening successor), in connection with which there is no plan providing for
the complete liquidation of the Company (including any such intervening
successor), the Company (including any such intervening successor) shall
continue to be liable on its obligations under this Indenture and the
Subordinated Debt Securities to the extent, but only to the extent, of liability
to pay the principal of and premium, if any, and interest on the Subordinated
Debt Securities at the time, places and rate, and in the coin or currency,
prescribed in this Indenture and the Subordinated Debt Securities. Any such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company any or all of the Subordinated Debt
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of any such
successor corporation, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Subordinated Debt Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Subordinated Debt Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Subordinated Debt Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Subordinated Debt Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Subordinated Debt Securities had been issued at the date
of the execution hereof. In case of any such consolidation, merger, sale or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Subordinated Debt Securities thereafter to be issued as may be
appropriate.  

       

      
        
          
             


          

          
            -60-

            
              

            

          

          
             


          

        

      

      


      SECTION
12.03.  The Trustee, subject to the provisions of Sections 8.01 and
8.02, may receive an Officer's Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance
complies with the provisions of this Article Twelve and that all conditions
precedent herein provided relating to such transaction have been complied
with.  

       

      ARTICLE
THIRTEEN

      SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

       

      SECTION
13.01.  The Company may terminate its obligation under the
Subordinated Debt Securities of a Series and this Indenture with respect to such
Subordinated Debt Securities (including without limitation the provisions of
Article Three), except those obligations referred to in the immediately
succeeding paragraph, if at any time (a) the Company shall have delivered to the
Trustee for cancellation all Subordinated Debt Securities of any Series
theretofore authenticated and delivered (other than any Subordinated Debt
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) and the Company shall have
paid or caused to be paid all sums payable by it hereunder, or (b) if the
Company has irrevocably deposited or caused to be deposited with the Trustee
under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds in trust solely for the benefit of
the holders of the Subordinated Debt Securities of such Series for that purpose,
money or direct non-callable obligations of, or non-callable obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligation the full faith and credit of the United States is pledged (“U.S.
Government Obligations”) maturing as to principal and interest in such amounts
and at such times as are sufficient, as verified in a Certificate of a Firm of
Independent Public Accountants, without consideration of any reinvestment of
such interest, to pay principal of and interest or sinking funds on the
outstanding Subordinated Debt Securities of such Series to maturity or
redemption as the case may be, provided that the Trustee or any paying agent
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of said principal and interest
and said sinking fund with respect to the Subordinated Debt Securities of such
Series. The Company may make an irrevocable deposit pursuant to this Section
13.01 only if at such time it is not prohibited from doing so under the
provisions of Article Three and the Company shall have delivered to the Trustee
and any such paying agent an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions herein precedent to the satisfaction and
discharge of this Indenture have been complied with and the Opinion of Counsel
further states that the making of such deposit (i) does not contravene or
violate any provision of any indenture, mortgage, loan agreement or other
similar agreement known to such counsel to which the Company is a party or by
which it or any of its property is bound, and (ii) does not require registration
by the deposit referred to above under the Investment Company Act of 1940, as
amended.  

       

      Notwithstanding the foregoing
paragraph, the Company's obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05,
6.01, 8.06, 8.10, 13.04 and 13.05 shall survive until the Subordinated Debt
Securities of such Series are no longer outstanding. Thereafter, the Company's
obligations in Section 8.06, 13.04 and 13.05 shall survive.

       

      After any such irrevocable deposit, the
Trustee upon request shall (i) acknowledge in writing the discharge of the
Company's obligations under the Subordinated Debt Securities of such Series and
this Indenture except for those surviving obligations specified above, (ii)
execute, deliver and file termination statements, releases and other instruments
of satisfaction, release and discharge with respect to such released security
interest and (iii) assign, transfer and deliver to the Company all the Trustee's
rights and interest in and to that portion of the trust estate so
released.

       

      
        
           


        

        
          -61-

          
            

          

        

        
           


        

      


      SECTION
13.02.  Subject to the provisions of Section 13.04, all moneys or U.S.
Government Obligations deposited with the Trustee pursuant to Section 13.01
shall be held in trust and, notwithstanding the provisions of Article Three,
applied by it to the payment, either directly or through any paying agent,
(including the Company acting as its own paying agent), to the holders of the
particular Subordinated Debt Securities of the applicable Series, for the
payment or redemption of which such moneys or U.S. Government Obligations have
been deposited with the Trustee, of all sums due and to become due thereon for
principal and interest and premium, if any, and Sinking Fund payments. Moneys
and securities so held in trust, to the extent allocated for the payment of
Subordinated Debt Securities of any applicable Series, are not subject to the
provisions of Article Three.  

       

      SECTION
13.03.  In connection with the satisfaction and discharge of this
Indenture with respect to the Subordinated Debt Securities of any Series, all
moneys then held by any paying agent under the provisions of this Indenture with
respect to such Series of Subordinated Debt Securities shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such paying agent
shall be released from all further liability with respect to such
moneys.  

       

      SECTION
13.04.  Any moneys deposited with the Trustee or any paying agent for
the payment of the principal of and premium, if any, or interest on Subordinated
Debt Securities of any Series and not applied but remaining unclaimed by the
holders of Subordinated Debt Securities of such Series for three years after the
date upon which such payment shall have become due, shall be held uninvested and
without liability for interest and shall be repaid to the Company by the Trustee
or by such paying agent on demand; and the holder of any of the Subordinated
Debt Securities of the applicable Series entitled to receive such payment shall
thereafter look only to the Company for the payment thereof and all liability of
the Trustee or any paying agent with respect to such moneys 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 Company cause to
be published once a week for two successive weeks (in each case on any day of
the week) in an authorized newspaper a notice that said moneys have not been so
applied and that after a date named therein any unclaimed balance of said moneys
then remaining will be returned to the Company.  

       

      SECTION
13.05.  If the Trustee is unable to apply any money or U.S. Government
Obligations in accordance with Section 13.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Subordinated Debt Securities of any
Series affected thereby shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.01, until such time as the Trustee is permitted
to apply all such money or U.S. Government Obligations in accordance with
Section 13.01; provided, however, that if the Company has made any payment of
interest on or principal of any Subordinated Debt Securities of such Series
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the holders of such Subordinated Debt Securities to receive
such payment from the money or U.S. Government Obligations held by the
Trustee.  

       

      
        
           


        

        
          -62-

          
            

          

        

        
           


        

      


      ARTICLE
FOURTEEN

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

       

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

       

      ARTICLE
FIFTEEN

      MISCELLANEOUS
PROVISIONS.

       

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

       

      SECTION
15.02.  Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.  

       

      SECTION
15.03.  The Company by instrument in writing executed by authority of
its Board of Directors and delivered to the Trustee may surrender any of the
powers or right reserved to the Company and thereupon such power or right so
surrendered shall terminate both as to the Company and as to any successor
corporation.  

       

      SECTION
15.04.  Any notice or demand which by any provisions of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Subordinated Debt Securities to or on the Company shall be delivered by hand
or sent by first-class mail, postage prepaid, addressed (until another address
is filed by the Company with the Trustee), as follows: Centex Corporation, 2728
North Harwood, Dallas, Texas 75201, Attention: Corporate Secretary. Any notice,
direction, request or demand by any holder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at the designated corporate trust offices of the
Trustee.  

       

      
        
           


        

        
          -63-

          
            

          

        

        
           


        

      


      SECTION
15.05.  Where this Indenture provides for notice to holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid, to
each holder affected by such event, at his address as it appears on the
Subordinated Debt Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular holder shall
affect the sufficiency of such notice with respect to other holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given.  

       

      When this Indenture provides for notice
in any manner, such notice may be waived in writing by the person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

       

      In case, by reason of the suspension
of, regular mail service as a result of a strike, work stoppage or similar
activity, it shall be impractical to mail notice of any event to holders of
Subordinated Debt Securities when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice.

       

      SECTION
15.06.  This Indenture, each indenture supplemental thereto and each
Subordinated Debt Security shall be deemed to be a contract made under the laws
of the State of Texas, and for all purposes shall be construed in accordance
with the laws of said State.  

       

      SECTION
15.07.  Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including any covenant compliance with which constitutes a
condition precedent) provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.  

       

      Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based: (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied
with.

       

      
        
           


        

        
          -64-

          
            

          

        

        
           


        

      


      SECTION
15.08.  In any case where the date of maturity of interest on or
principal of the Subordinated Debt Securities or the date fixed for redemption
of any Subordinated Debt Security shall not be a business day then payment of
interest or principal and premium, if any, to the holders need not be made on
such date, but may be made on the next succeeding business day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such
date.  

       

      SECTION
15.09.  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included in this Indenture by any of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, such required provision
shall control.  

       

      SECTION
15.10.  In case any provision in this Indenture or in the Subordinated
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.  

       

      SECTION
15.11.  This Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.  

       

      SECTION
15.12.  Unless specified otherwise in the Series Supplement, interest
on the Subordinated Debt Securities shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.  

       

      SECTION
15.13.  U.S. Bank National Association, hereby accepts the trusts in
this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.  

       

      
        
           


        

        
          -65-

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, CENTEX CORPORATION
has caused this Indenture to be signed by its President or one of its Vice
Presidents, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary, and U.S. BANK NATIONAL
ASSOCIATION, has caused this Indenture to be signed by one of its duly
authorized trust officers and its corporate seal to be affixed hereunto, and the
same to be duly attested, all as of the day and year first above
written.

       

      


      
        
          
            
              	 
      	 
      	
                      CENTEX
      CORPORATION

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                       /s/ Lawrence Angelilli

                    
	 
      	 
      	 
      	
                      Lawrence
      Angelilli

                    
	[SEAL]	 
      	 
      	
                      Senior
      Vice President - Finance

                    
	 
      	 
      	 
      	 
      
	
                      ATTEST:

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      /s/ James R. Peacock III

                    	 
      	 
      	 
      
	
                      James
      R. Peacock III

                    	 
      	 
      	 
      
	
                      Vice
      President, Deputy General Counsel

                    	 
      	 
      	 
      
	
                      and
      Secretary

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      U.S.
      BANK NATIONAL ASSOCIATION,

                    
	 
      	 
      	
                      as
      Trustee

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                       /s/ Israel Lugo

                    
	 
      	 
      	 
      	
                      Israel
      Lugo

                    
	 
      	 
      	 
      	
                      Vice
      President

                    
	 
      	 
      	 
      	 
      
	
                      ATTEST:

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      /s/ Brad Hounsel

                    	 
      	 
      	 
      
	
                      Brad
      Hounsel

                    	 
      	 
      	 
      
	
                      Vice
      President

                    	 
      	 
      	 
      


            

          

        

      


      
        
           


        

        
          -66-

          
            

          

        

        
           


        

      


      STATE OF
TEXAS                  )

      )

      COUNTY OF
DALLAS           )

      


      BEFORE ME, the undersigned authority,
a Notary Public in and for said state, on this day personally appeared Lawrence
Angelilli and James R. Peacock III, known to me to be the persons and officers
whose names are subscribed to the foregoing instrument and acknowledged to me
that the same was the act of the said CENTEX CORPORATION, a Nevada corporation,
and that they executed the same as the act of said corporation for the purposes
and consideration therein expressed, and in the capacity therein
stated.

      


      GIVEN UNDER MY HAND AND SEAL OF
OFFICE, this 5th day of November, 2008.

      


      


      
        
          
            	 
      	
                    /s/ Dulce Avila

                  
	 
      	
                    Notary
      Public in and for the State of Texas

                  
	 
      	 
      
	[SEAL]	
                    My
      commission expires:

                  
	 
      	 
      
	 
      	
                    Nov. 17,
      2008

                  


          

        

      

      


      STATE OF
TEXAS                 
)

      )

      COUNTY OF
DALLAS           )

      


      BEFORE ME, the undersigned authority,
a Notary Public in and for said state, on this day personally appeared Israel
Lugo, known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said U.S. BANK NATIONAL ASSOCIATION, a national banking association, and that he
executed the same as the act of said national banking association for the
purposes and consideration therein expressed, and in the capacity therein
stated.

      


      GIVEN UNDER MY HAND AND SEAL OF
OFFICE, this 5th day of November, 2008.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  /s/
      Yolanda G. Almaraz

                                
	 
      	
                                  Notary
      Public in and for the State of Texas

                                
	 
      	 
      
	[SEAL]	
                                  My
      commission expires:

                                
	 
      	 
      
	 	June
      12,
2011


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      -67-