forms3_nov08exh4-4.htm


    Exhibit
4.4 – Form of Indenture for Subordinated Notes

     

     

    
      
        


      

       

      


      


      STATE
BANCORP, INC.

       

      


      _____________________

       

      INDENTURE

       

      Dated
as of ____________

       

      ______________________

       

      _______________________,

       

      as
Trustee

       

      _______________________

       

      SUBORDINATED
NOTES

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Table of
Contents

       

                                                                                                                                                                                                                                                                                                                          
Page

       

       

      ARTICLE
I

       

       

      


       

       

      DEFINITIONS

       

      
        	
                 
      

              	
                Section
      1.01    Definitions                                                                                                                                                                                                                                   1

              


      

       

       

       

       

       

      ARTICLE
II

       

       

      


       

       

      NOTES

       

      
        	
                 
      

              	
                Section
      2.01    Authentication
      and Dating; Title and
      Terms                                                                                                                                                                         8

              


      

      
        	
                 
      

              	
                Section
      2.02    Forms
      Generally; Form of Trustee’s Certificate of
      Authentication                                                                                                                                  
      11

              


      

      
        	
                 
      

              	
                Section
      2.03    Form of
      Note                                                                                                                                                                                                                              12

              


      

      
        	
                 
      

              	
                Section
      2.04    Execution of
      Notes                                                                                                                                                                                                                   
      12

              


      

      
        	
                 
      

              	
                Section
      2.05    Legends                                                                                                                                                                                                                                      13

              


      

      
        	
                 
      

              	
                Section
      2.06    Global
      Note                                                                                                                                                                                                                                
      13

              


      

      
        	
                 
      

              	
                Section
      2.07    Computation of
      Interest                                                                                                                                                                                                           
      15

              


      

      
        	
                 
      

              	
                Section
      2.08    Transfer and
      Exchange                                                                                                                                                                                                            
      16

              


      

      
        	
                 
      

              	
                Section
      2.09    Mutilated,
      Destroyed, Lost or Stolen
      Notes                                                                                                                                                                        
      17

              


      

      
        	
                 
      

              	
                Section
      2.10    Temporary
      Notes                                                                                                                                                                                                                      
      18

              


      

      
        	
                 
      

              	
                Section
      2.11    Cancellation                                                                                                                                                                                                                               
      18

              


      

      
        	
                 
      

              	
                Section
      2.12    CUSIP
      Numbers                                                                                                                                                                                                                        
      19

              


      

       

       

       

       

       

      ARTICLE
III

       

       

      


       

       

      PARTICULAR
COVENANTS OF THE CORPORATION

       

      
        	
                 
      

              	
                Section
      3.01    Payment of
      Principal and
      Interest                                                                                                                                                                                          
      19

              


      

      
        	
                 
      

              	
                Section
      3.02    Offices for
      Notices and Payments,
      Etc.                                                                                                                                                                                 
  19

              


      

      
        	
                 
      

              	
                Section
      3.03    Appointments to
      Fill Vacancies in Trustee’s
      Office                                                                                                                                                           
      20

              


      

      
        	
                 
      

              	
                Section
      3.04    Provision as to
      Paying
      Agent                                                                                                                                                                                                 
      20

              


      

      
        	
                 
      

              	
                Section
      3.05    Certificate to
      Trustee                                                                                                                                                                                                                
      21

              


      

      
        	
                 
      

              	
                Section
      3.06    Compliance with
      Consolidation
      Provisions                                                                                                                                                                           21

              


      

      
        	
                 
      

              	
                Section
      3.07    Limitation on
      Dividends                                                                                                                                                                                                           
      21

              


      

      
        	
                 
      

              	
                Section
      3.08    Payment Upon
      Resignation or
      Removal                                                                                                                                                                                
22

              


      

       

       

       

       

       

      ARTICLE
IV

       

       

      


       

       

      LIST OF
NOTEHOLDERS AND REPORTS BY THE CORPORATION AND THE TRUSTEE

       

      
        	
                 
      

              	
                Section
      4.01    List of
      Noteholders                                                                                                                                                                                                                   
      22

              


      

      
        	
                 
      

              	
                Section
      4.02    Preservation
      and Disclosure of
      Lists                                                                                                                                                                                     
      22

              


      

      
        	
                 
      

              	
                Section
      4.03    Reports by the
      Corporation                                                                                                                                                                                                     
      23

              


      

      
        	
                 
      

              	
                Section
      4.04    Reports by the
      Trustee                                                                                                                                                                                                            
      24

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
V

       

       

      


       

       

      REMEDIES
OF THE TRUSTEE AND NOTEHOLDERS UPON EVENT OF DEFAULT

       

      
        	
                 
      

              	
                Section
      5.01    Events of
      Default                                                                                                                                                                                                                      
      24

              


      

      
        	
                 
      

              	
                Section
      5.02    Acceleration of
      Maturity                                                                                                                                                                                                         
      25

              


      

      
        	
                 
      

              	
                Section
      5.03    Payment of
      Notes on Default; Suit
      Therefor                                                                                                                                                                        
      25

              


      

      
        	
                 
      

              	
                Section
      5.04    Trustee May
      File Proofs of
      Claim                                                                                                                                                                                           
      26

              


      

      
        	
                 
      

              	
                Section
      5.05    Application of
      Moneys Collected by
      Trustee                                                                                                                                                                     
      27

              


      

      
        	
                 
      

              	
                Section
      5.06    Proceedings by
      Noteholders                                                                                                                                                                                                  
      27

              


      

      
        	
                 
      

              	
                Section
      5.07    Proceedings by
      Trustee                                                                                                                                                                                                           
      28

              


      

      
        	
                 
      

              	
                Section
      5.08    Restoration of
      Rights and
      Remedies                                                                                                                                                                                      28

              


      

      
        	
                 
      

              	
                Section
      5.09    Remedies
      Cumulative and
      Continuing                                                                                                                                                                                   28

              


      

      
        	
                 
      

              	
                Section
      5.10    Direction of
      Proceedings and Waiver of Defaults by Majority of
      Noteholders                                                                                                             
      29

              


      

      
        	
                 
      

              	
                Section
      5.11    Notice of
      Defaults                                                                                                                                                                                                                     
      29

              


      

      
        	
                 
      

              	
                Section
      5.12    Undertaking to
      Pay
      Costs                                                                                                                                                                                                       
      30

              


      

      
        	
                 
      

              	
                Section
      5.13    Unconditional
      Right of Security Holders To Receive Principal, Premium and
      Interest                                                                                                 
      30

              


      

       

       

       

       

       

      ARTICLE
VI

       

       

      


       

       

      CONCERNING
THE TRUSTEE

       

      
        	
                 
      

              	
                Section
      6.01    Duties and
      Responsibilities of
      Trustee                                                                                                                                                                                 
  30

              


      

      
        	
                 
      

              	
                Section
      6.02    Reliance on
      Documents, Opinions,
      etc.                                                                                                                                                                                 
  32

              


      

      
        	
                 
      

              	
                Section
      6.03    No
      Responsibility for Recitals,
      etc.                                                                                                                                                                                        
      33

              


      

      
        	
                 
      

              	
                Section
      6.04    Trustee,
      Authenticating Agent, Paying Agents, Transfer Agents and Registrar May Own
      Notes                                                                           
      33

              


      

      
        	
                 
      

              	
                Section
      6.05    Moneys to be
      Held in
      Trust                                                                                                                                                                                                    
      33

              


      

      
        	
                 
      

              	
                Section
      6.06    Compensation
      and Expenses of
      Trustee                                                                                                                                                                               
33

              


      

      
        	
                 
      

              	
                Section
      6.07    Officers’
      Certificate as
      Evidence                                                                                                                                                                                            
      34

              


      

      
        	
                 
      

              	
                Section
      6.08    Conflicting
      Interest of
      Trustee                                                                                                                                                                                                34

              


      

      
        	
                 
      

              	
                Section
      6.09    Eligibility of
      Trustee                                                                                                                                                                                                                 
      34

              


      

      
        	
                 
      

              	
                Section
      6.10    Resignation or
      Removal of
      Trustee                                                                                                                                                                                       
      35

              


      

      
        	
                 
      

              	
                Section
      6.11    Acceptance by
      Successor
      Trustee                                                                                                                                                                                        
      36

              


      

      
        	
                 
      

              	
                Section
      6.12    Succession by
      Merger,
      etc.                                                                                                                                                                                                     
      37

              


      

      
        	
                 
      

              	
                Section
      6.13    Limitation on
      Rights of Trustee as a
      Creditor                                                                                                                                                                      
       38

              


      

      
        	
                 
      

              	
                Section
      6.14    Authenticating
      Agents                                                                                                                                                                                                            
      38

              


      

       

       

       

       

       

      ARTICLE
VII

       

       

      


       

       

      CONCERNING
THE NOTEHOLDERS

       

      
        	
                 
      

              	
                Section
      7.01    Action by
      Noteholders                                                                                                                                                                                                            
      39

              


      

      
        	
                 
      

              	
                Section
      7.02     Proof of Execution by
      Noteholders                                                                                                                                                                                       
      39

              


      

      
        	
                 
      

              	
                Section
      7.03    Who Are Deemed
      Absolute
      Owners                                                                                                                                                                                     
      39

              


      

      
        	
                 
      

              	
                Section
      7.04    Notes Owned by
      Corporation Deemed Not
      Outstanding                                                                                                                                                  
      40

              


      

      
        	
                 
      

              	
                Section
      7.05    Revocation of
      Consents; Future Holders
      Bound                                                                                                                                                                
      40

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
VIII

       

       

      


       

       

      MEETINGS
OF NOTEHOLDERS

       

      
        	
                 
      

              	
                Section
      8.01    Purposes of
      Meetings                                                                                                                                                                                                              
      40

              


      

      
        	
                 
      

              	
                Section
      8.02    Call of
      Meetings by
      Trustee                                                                                                                                                                                                   
      41

              


      

      
        	
                 
      

              	
                Section
      8.03    Call of
      Meetings by Corporation or
      Noteholders                                                                                                                                                                
      41

              


      

      
        	
                 
      

              	
                Section
      8.04    Qualifications
      for
      Voting                                                                                                                                                                                                          41

              


      

      
        	
                 
      

              	
                Section
      8.05    Regulations                                                                                                                                                                                                                                
      41

              


      

      
        	
                 
      

              	
                Section
      8.06    Voting                                                                                                                                                                                                                                         
      42

              


      

      
        	
                 
      

              	
                Section
      8.07    Quorum;
      Actions                                                                                                                                                                                                                      
      42

              


      

       

       

       

       

       

      ARTICLE
IX

       

       

      


       

       

      SUPPLEMENTAL
INDENTURES

       

      
        	
                 
      

              	
                Section
      9.01    Supplemental
      Indentures Without Consent of
      Noteholders                                                                                                                                             
      43

              


      

      
        	
                 
      

              	
                Section
      9.02    Supplemental
      Indentures With Consent of
      Noteholders                                                                                                                                                   
      44

              


      

      
        	
                 
      

              	
                Section
      9.03    Compliance with
      Trust Indenture Act; Effect of Supplemental
      Indentures                                                                                                                     
      45

              


      

      
        	
                 
      

              	
                Section
      9.04    Notation on
      Notes                                                                                                                                                                                                                    
      45

              


      

      
        	
                 
      

              	
                Section
      9.05    Evidence of
      Compliance of Supplemental Indenture to be Furnished to
      Trustee                                                                                                          
      45

              


      

       

       

       

       

       

      ARTICLE
X

       

       

      


       

       

      CONSOLIDATION,
MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

       

      
        	
                 
      

              	
                Section
      10.01    Corporation May
      Consolidate, etc., on Certain
      Terms                                                                                                                                                     
      46

              


      

      
        	
                 
      

              	
                Section
      10.02    Successor
      Person to be Substituted for
      Corporation                                                                                                                                                       
      46

              


      

      
        	
                 
      

              	
                Section
      10.03    Opinion of
      Counsel to be Given
      Trustee                                                                                                                                                                             47

              


      

       

       

       

                                                        ARTICLE
XI                                                                                                                                               47

       

       

       

       

      REDEMPTION
OF NOTES

       

      
        	
                 
      

              	
                Section
      11.01    Applicability
      of
      Article                                                                                                                                                                                                          
      47

              


      

      
        	
                 
      

              	
                Section
      11.02    Election to
      Redeem; Notice to
      Trustee                                                                                                                                                                                
47

              


      

      
        	
                 
      

              	
                Section
      11.03    Selection by
      Trustee of Notes to be
      Redeemed                                                                                                                                                                 
      47

              


      

      
        	
                 
      

              	
                Section
      11.04    Notice of
      Redemption                                                                                                                                                                                                            
      48

              


      

      
        	
                 
      

              	
                Section
      11.05    Deposit of
      Redemption
      Price                                                                                                                                                                                                
      48

              


      

      
        	
                 
      

              	
                Section
      11.06    Notes Payable
      on Redemption
      Date                                                                                                                                                                                    
      48

              


      

      
        	
                 
      

              	
                Section
      11.07    Notes Redeemed
      in
      Part                                                                                                                                                                                                         
      49

              


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ARTICLE
XII

       

       

      


       

       

      SATISFACTION
AND DISCHARGE OF INDENTURE

       

      
        	
                 
      

              	
                Section
      12.01    Discharge of
      Indenture                                                                                                                                                                                                          
      49

              


      

      
        	
                 
      

              	
                Section
      12.02    Deposited
      Moneys and U.S. Government Obligations to be Held in Trust by
      Trustee                                                                                              
      49

              


      

      
        	
                 
      

              	
                Section
      12.03    Paying Agent to
      Repay Moneys
      Held                                                                                                                                                                                
50

              


      

      
        	
                 
      

              	
                Section
      12.04    Return of
      Unclaimed
      Moneys                                                                                                                                                                                               
      50

              


      

      
        	
                 
      

              	
                Section
      12.05    Defeasance Upon
      Deposit of Moneys or U.S. Government
      Obligations                                                                                                                       50

              


      

       

       

       

       

       

      ARTICLE
XIII

       

       

      


       

       

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       

      
        	
                 
      

              	
                Section
      13.01    Indenture and
      Notes Solely Corporate
      Obligations                                                                                                                                                          
      51

              


      

       

       

       

       

       

      ARTICLE
XIV

       

       

      


       

       

      MISCELLANEOUS
PROVISIONS

       

      
        	
                 
      

              	
                Section
      14.01    Successors                                                                                                                                                                                                                               
      51

              


      

      
        	
                 
      

              	
                Section
      14.02    Official Acts
      by Successor
      Corporation                                                                                                                                                                              
51

              


      

      
        	
                 
      

              	
                Section
      14.03    Surrender of
      Corporation
      Powers                                                                                                                                                                                         
      51

              


      

      
        	
                 
      

              	
                Section
      14.04    Addresses for
      Notices,
      etc.                                                                                                                                                                                                   
      52

              


      

      
        	
                 
      

              	
                Section
      14.05    Governing
      Law                                                                                                                                                                                                                        
      52

              


      

      
        	
                 
      

              	
                Section
      14.06    Evidence of
      Compliance with Conditions
      Precedent                                                                                                                                                        
      52

              


      

      
        	
                 
      

              	
                Section
      14.07    Business
      Days                                                                                                                                                                                                                         52

              


      

      
        	
                 
      

              	
                Section
      14.08    Qualification
      of
      Indenture                                                                                                                                                                                                     
      52

              


      

      
        	
                 
      

              	
                Section
      14.09    Trust Indenture
      Act to
      Control                                                                                                                                                                                             
      53

              


      

      
        	
                 
      

              	
                Section
      14.10    Table of
      Contents, Headings,
      etc.                                                                                                                                                                                        
      53

              


      

      
        	
                 
      

              	
                Section
      14.11    Execution in
      Counterparts                                                                                                                                                                                                     
      53

              


      

      
        	
                 
      

              	
                Section
      14.12    Separability                                                                                                                                                                                                                              
      53

              


      

       

       

       

       

       

      ARTICLE
XV

       

       

      


       

       

      SUBORDINATION
OF NOTES

       

      
        	
                 
      

              	
                Section
      15.01    Agreement to
      Subordinate                                                                                                                                                                                                    
      53

              


      

      
        	
                 
      

              	
                Section
      15.02    Default on
      Senior
      Indebtedness                                                                                                                                                                                           
      53

              


      

      
        	
                 
      

              	
                Section
      15.03    Liquidation;
      Dissolution;
      Bankruptcy                                                                                                                                                                                 
  54

              


      

      
        	
                 
      

              	
                Section
      15.04    Subrogation                                                                                                                                                                                                                             
      55

              


      

      
        	
                 
      

              	
                Section
      15.05    Trustee to
      Effectuate
      Subordination                                                                                                                                                                                   
      56

              


      

      
        	
                 
      

              	
                Section
      15.06    Notice by the
      Corporation                                                                                                                                                                                                     
      56

              


      

      
        	
                 
      

              	
                Section
      15.07    Rights of the
      Trustee; Holders of Senior
      Indebtedness                                                                                                                                                   
      57

              


      

      
        	
                 
      

              	
                Section
      15.08    Subordination
      May Not Be
      Impaired                                                                                                                                                                                   
      57

              


      

       

       

       

       

      
 

      EXHIBITS

       

      
        	
                 
      

              	
                Exhibit
      A

              	
                Form
      of Note 

              	
                A-1

              


      

      
        	
                 
      

              	
                Exhibit
      B

              	
                Form
      of Certificate of Officer of the Corporation 

              	
                B-1

              


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      Cross
Reference Table

      


      


      Showing
Reflection of Certain Provisions

      Required
Pursuant to Section 310 through 318(a)

      of Trust
Indenture Act of 1939, as Amended, (Including

      Cross-References
to Provisions of Sections 310 through 318(a)

      which,
Pursuant to

      Section
318(c) of the Trust Indenture Act of 1939,

      as
Amended, are Part of and Govern Such Provisions

      of the
Indenture Whether or not Physically Contained Therein1

      


      


                      TIA                                                                                                                                                                                   
Section

      


      SECTION
310      (a)(1)
........................................                                                                                                                            6.09

                       (a)(2)
........................................                                                                                                                                        
6.09

                       (a)(3)
........................................                                                                                                                                        
Not Applicable

                       (a)(4)
........................................                                                                                                                                        
Not Applicable

                       (a)(5)
........................................                                                                                                                                        
6.09

                       (b)
...........................................                                                                                                                                         
6.08,

                                                
6.10(a),  

                                                 (b)
and (d)

                       (c)
...........................................                                                                                                          
                               Not
Applicable

      


      SECTION
311      (a)
...........................................                                                                                                                              6.13

                       (b)
...........................................                                                                                                                                
          6.13

                       (c)
...........................................                                                                                                                                          
Not Applicable

      


      SECTION
312      (a)
...........................................                                                                                                                            
4.01

                                                                                                                                                                                                                
4.02

                       (b)
...........................................                                                                                                                                         
4.02

                       (c)
...........................................                                                                                                                                         
4.02

      


      


      SECTION
313      (a)
...........................................                                                                                                                            
4.04

                                                                                                                                                                                                                
4.04

                       (c)
...........................................                                                                                                                                          4.04

                                                                                                                                                                                                                
5.11

                       (d)
...........................................                                                                                                                                         
4.04

      


      SECTION
314(a)   (1), (2) and (3)
..............................                                                                                                                     4.03

                       (a)
(4)
.......................................                                                                                                                                        
3.05

                       (b)
...........................................                                                                                                                                         
Not Applicable

                       (c)(1)
........................................                                                                                                                                        
13.06

                       (c)(2)
........................................                                                                                                                                        
13.06

                       (c)(3)
........................................                                                                                                                                        
Not Applicable

                       (d)
...........................................                                                                                                                                         
Not Applicable

                       (e)
...........................................                                                                                                                                          
13.06

                       (f)
...........................................                                                                                                                                          
Not Applicable

       

       

      1 This Table
is not a part of the Indenture.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      SECTION
315      (a)
...........................................                                                                                                                            
6.01

      


                       (b)
...........................................                                                                                                                                         
6.01

                       (c)
...........................................                                                                                                                                          6.01

                       (d)
...........................................                                                                                                                                         
6.01

                       (d)(1)
........................................                                                                                                                                       
6.01

                       (d)(2)
........................................                                                                                                                                       
6.01

                       (d)(3)
........................................                                                                                                                                       
6.01

                       (e)
...........................................                                                                                                                                         
5.12

      


      SECTION
316      (a)(1)(A)
........................................                                                                                                                      5.10

                       (a)(1)(B)
.....................................                                                                                                                                      
5.10

                       (a)(2)
........................................                                                                                                                                       
Not Applicable

                       (a)
last sentence
.............................                                                                                                                                7.04

                       (b)
...........................................                                                                                                                                         
5.13

      


      SECTION
317      (a)(1)
........................................                                                                                                                            5.03

                       (a)(2)
........................................                                                                                                                                        
5.04

                       (b)
...........................................                                                                                                                                         
6.05

      


      SECTION
318      (a)
...........................................                                                                                                                            
13.09

      


      


      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

         

      

      THIS INDENTURE, dated as of
__________, between State Bancorp, Inc., a New York corporation (hereinafter
called the “Corporation”), and
___________, a ___________, as trustee (the “Trustee”).

       

      W I T N E S S E T H :

       

      In
consideration of the premises, and the purchase of the Notes (as defined below)
by the holders thereof, the Corporation covenants and agrees with the Trustee
for the equal and proportionate benefit of the respective holders from time to
time of the Notes or of any series thereof, as follows:

       

      ARTICLE
I

       

      


       

      DEFINITIONS

       

      Section
1.01 Definitions.  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 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,
or which are by reference therein defined in the Securities Act, shall (except
as herein otherwise expressly provided or unless the context otherwise requires)
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.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles, and the term “generally accepted accounting principles” means such
accounting principles as are generally accepted at the time of any computation.
The words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. Headings are used for convenience of reference only and do
not affect interpretation. The singular includes the plural and vice
versa.

       

      “Affiliate” shall have
the meaning given to that term in Rule 405 under the Securities Act or any
successor rule thereunder.

       

       “Allocable Amounts,”
when used with respect to any Senior Indebtedness, means all amounts due or to
become due on such Senior Indebtedness less, if applicable, any amount which
would have been paid to, and retained by, the holders of such Senior
Indebtedness (whether as a result of the receipt of payments by the holders of
such Senior Indebtedness from the Corporation or any other obligor thereon or
from any holders of, or trustee in respect of, other indebtedness that is
subordinate and junior in right of payment to such Senior Indebtedness pursuant
to any provision of such indebtedness for the payment over of amounts received
on account of such indebtedness to the holders of such Senior Indebtedness or
otherwise) but for the fact that such Senior Indebtedness is subordinate or
junior in right of payment to (or subject to a requirement that amounts received
on such Senior Indebtedness be paid over to obligees on) trade accounts payable
or accrued liabilities arising in the ordinary course of business.

       

      “Applicable Depositary
Procedures” means, with respect to any transfer or transaction involving
a Book-Entry Interest or a Note of any series represented by a Global Note, the
rules and procedures of the Depositary for such Book-Entry Interest or Note
represented by a Global Note, in each case to the extent applicable to such
transaction and as in effect from time to time.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      “Authenticating Agent”
shall mean any agent or agents of the Trustee which at the time shall be
appointed and acting pursuant to Section 6.14.

       

      “Bankruptcy Law” shall
mean Title 11, U.S. Code, or any similar federal or state law for the relief of
debtors.

       

      “Board of Directors”
shall mean either the Board of Directors of the Corporation or any duly
authorized committee of that board.

       

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

       

      “Book-Entry Interest”
shall mean a beneficial interest in a Global Note registered in the name of a
Clearing Agency or its nominee, ownership and transfers of which shall be
maintained and made through book entries by such Clearing Agency.

       

      “Business Day” shall
mean, with respect to any series of Notes, any day other than a Saturday, a
Sunday, or a day on which banking institutions in The City of New York or
_____________, are authorized or required by law, executive order or regulation
to close.

       

      “Clearing Agency”
means an organization registered as a “Clearing Agency” pursuant to Section 17A
of the Exchange Act that is acting as depositary for one or more series of the
Notes and in whose name or in the name of a nominee of that organization shall
be registered a Global Note and which shall undertake to effect book entry
transfers and pledges of beneficial interests in such Global Note.

       

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

       

      “Commission” shall
mean the Securities and Exchange Commission, or any successor agency of the
United States government having administrative authority with respect to the
federal securities laws.

       

      “Common Stock” shall
mean the Common Stock, par value $5.00 per share, of the Corporation or any
other class of stock resulting from changes or reclassifications of such Common
Stock consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value.

       

      “Corporate Trust
Office” shall mean the Principal Office of the Trustee.

       

      “Corporation” shall
mean the person identified as the “Corporation” in the preamble to this
Indenture and, subject to the provisions of Article X, shall also include its
successors and assigns.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       “Corporation Order”
shall mean a written request or order signed in the name of the Corporation by
an Officer and delivered to the Trustee.

       

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

       

      “Defeasance Agent”
means another financial institution which is eligible to act as Trustee
hereunder and which assumes all of the obligations of the Trustee necessary to
enable the Trustee to act hereunder. In the event such a Defeasance Agent is
appointed pursuant to Section 12.05 of this Indenture, the following conditions
shall apply:

       

      (i) the
Trustee shall have approval rights over the document appointing such Defeasance
Agent and the document setting forth such Defeasance Agent’s rights and
responsibilities; and

       

      (ii) the
Defeasance Agent shall provide verification to the Trustee acknowledging receipt
of sufficient money and/or U.S. Government Obligations to meet the applicable
conditions set forth in Section 12.05.

       

      “Default” shall mean
any event, act or condition specified in Sections 5.01 or 5.03, continued for
the period of time, if any, and after the giving of the notice, if any, therein
designated.

       

      “Defaulted Interest”
has the meaning set forth in Section 2.07(c).

       

      “Definitive Notes”
means those Notes issued in fully registered certificated form.

       

      “Depositary” means,
with respect to any series of Notes that the Corporation determines shall be
issued as a Global Note, The Depository Trust Company, New York, New York, or
another organization registered as a “clearing agency” under the Exchange Act
that is designated as Depositary for the Global Note by the Corporation and in
whose name or in the name of a nominee of that organization shall be registered
a Global Note and which shall undertake to effect book-entry transfers of the
Global Note.

       

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

       

      “Discharged” means
that the Corporation shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Notes of any series and
to have satisfied all the obligations under this Indenture relating to the Notes
of such series (and the Trustee, at the expense of the Corporation, shall
execute proper instruments acknowledging the same), except (i) the rights of
holders of such Notes to receive, from the trust fund described in Section
12.05(a), payment of the principal of, premium, if any, and the interest on such
Notes when such payments are due; (ii) the Corporation’s obligations with
respect to such Notes under Sections 2.09, 2.11, 5.02 and 12.04; and (iii) the
rights, powers, trusts, duties and immunities of the Trustee
hereunder.

       

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      “Dollars” means the
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.

       

      “DTC” shall mean The
Depository Trust Company, the initial Clearing Agency.

       

      “Event of Default”
shall have the meaning specified in Section 5.01.

       

      “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to time, or any
successor statute.

       

      “Foreign Currency”
means a currency issued by the government of any country other than the United
States.

       

      “Global Note” shall
mean, with respect to any series of Notes, a Note executed by the Corporation
and delivered by the Trustee to the Depository or pursuant to the Depository’s
instruction or, if no instructions are received, then held by the Trustee as
custodian for the Depository, all in accordance with this Indenture, which Note
shall be registered in the name of the Depository or its nominee.

       

      “Indebtedness” shall
mean, whether or not recourse is to all or a portion of the assets of the
Corporation and whether or not contingent, (i) every obligation of the
Corporation for money borrowed; (ii) every obligation of the Corporation
evidenced by bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of property, assets or
businesses; (iii) every reimbursement obligation of the Corporation, contingent
or otherwise, with respect to letters of credit, bankers’ acceptances, security
purchase facilities or similar facilities issued for the account of the
Corporation; (iv) every obligation of the Corporation issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business); (v)
every capital lease obligation of the Corporation; (vi) all indebtedness of the
Corporation for claims in respect of derivative products, including interest
rate, foreign exchange rate and commodity forward contracts, options and swaps
and similar arrangements; (vii) every obligation of the type referred to in
clauses (i) through (vi) of another Person and all dividends of another Person
the payment of which, in either case, the Corporation has guaranteed or is
responsible or liable for directly or indirectly, as obligor or otherwise, and
(viii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, is secured by a lien on any property or assets of the
Corporation.

       

      “Indenture” shall mean
this instrument as originally executed or, if amended by one or more indentures
supplemental hereto as herein provided, as so amended.

       

      “Interest Payment
Date” shall mean, with respect to any series of Notes, the Stated
Maturity of an installment of interest on the Notes of such series, subject to
Section 14.07.

       

      “Interest Period”
shall have the meaning set forth in Section 2.07(b).

       

      “Interest Rate” shall
have the meaning set forth in Section 2.01.

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      “Issue Date” shall
have the meaning set forth in Section 2.01.

       

      “Maturity Date” shall
mean, with respect to any series of Notes, the date on which the principal of
such Note becomes due and payable as therein or herein provided.

       

      “Noteholder,” “holder of Notes,” or
other similar terms shall mean any Person in whose name at the time a particular
Note of any series is registered in the Note Register kept by the Corporation or
the Registrar for that purpose in accordance with the terms of this
Indenture.

       

      “Note Register” shall
mean the list of registered holders of Notes provided to the Trustee pursuant to
Section 4.01.

       

      “Note” or “Notes” means any note
or notes, bond or bonds, debenture or debentures, or any other evidences of
Indebtedness, as the case may be, authenticated and delivered under this
Indenture; provided, however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
“Notes”, with respect to any such Person, shall mean Notes authenticated and
delivered under this Indenture, exclusive, however, of Notes of any series as to
which such Person is not Trustee.

       

      “Officer” shall mean
any of the Chief Executive Officer, the President, an Executive Vice President,
the Chief Financial Officer, or the General Counsel of the
Corporation.

       

      “Officers’
Certificate” shall mean a certificate signed by two Officers that
complies with the requirements of Section 314(c) of the TIA and is delivered to
the Trustee.

       

      “Opinion of Counsel”
shall mean a written opinion of counsel, who may be an employee of the
Corporation, and who shall be reasonably acceptable to the Trustee and that, if
required by the TIA, complies with the requirements of Section 314(c) of the TIA
and is delivered to the Trustee.

       

      “Outstanding” when
used with reference to any series of Notes, shall mean, as of any particular
time, all Notes authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

       

      (a) Notes
theretofore canceled by the Trustee or the Authenticating Agent or delivered to
the Trustee for cancellation;

       

      (b) Notes, or
portions thereof, for the payment of which moneys in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other
than the Corporation) or shall have been set aside and segregated in trust by
the Corporation (if the Corporation shall act as its own paying
agent);

       

      (c) Notes in
lieu of or in substitution for which other Notes shall have been authenticated
and delivered pursuant to the terms of Section 2.08 unless proof satisfactory to
the Corporation and the Trustee is presented that any such Notes are held by
bona fide holders in due course; and

       

      (d) Notes
held by the Corporation or any Affiliate thereof.

       

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

       

      “Paying Agent” shall
have the meaning set forth in Section 3.02.

       

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

       

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

       

       “Principal Office of the
Trustee,” or other similar term, shall mean the office of the Trustee, at
which at any particular time its corporate trust business shall be
administered.

       

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

       

      “Redemption Price,”
when used with respect to any Note to be redeemed, means the price at which it
is to be redeemed pursuant to this Indenture.

       

      “Registrar” shall have
the meaning set forth in Section 3.02.

       

      “Regular Record Date”
shall mean the 15th
calendar day prior to the applicable Interest Payment Date, whether or
not such day is a Business Day.

       

      “Responsible Officer”
shall mean any officer of the Trustee’s Corporate Capital Markets Division with
direct responsibility for the administration of the Indenture and also means,
with respect to a particular corporate trust matter, any other officer of the
Trustee to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.

       

      “Securities Act” shall
mean the Securities Act of 1933, as amended from time to time, and any successor
statute.

       

      “Senior Indebtedness”
shall mean, with respect to the Notes of a particular series, the principal of
(and premium, if any) and interest, if any (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Corporation, whether or not such claim for post petition interest is allowed
in such proceedings), on all Indebtedness, whether outstanding on the date of
execution of this Indenture, or hereafter created, assumed or incurred, and any
deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior
Indebtedness shall not include (A) any Indebtedness issued to any statutory
trust created by the Corporation for the purpose of issuing trust securities in
connection with such issuance of Indebtedness, which shall in all cases be
junior to such Notes, including without limitation the debt securities issued to
(1) State Bancorp Capital Trust I and (2) State Bancorp Capital Trust II, (B)
any guarantees of the Corporation in respect of the equity securities or other
securities of any financing entity referred to in clause (A) above, (C) the
Corporation’s 8.25% Subordinated Notes due June 15, 2013 (with respect to which
the Notes issued hereunder rank pari passu) or (D) any other
subordinated debt of the Corporation that by its terms ranks pari passu or junior to the
Notes issued hereunder.

       

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      “Stated Maturity”
shall mean with respect to any series of Notes or any installment of principal
or interest thereon, the date specified in such Note as the fixed date on which
the principal of such Note or such installment of principal or interest is due
and payable.

       

      “Subsidiary” shall
mean with respect to any Person, (i) any corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries, (ii) any general partnership, joint venture, limited
liability company or similar entity, at least a majority of whose outstanding
partnership, membership or similar interests shall at the time be owned by such
Person or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner. For the purposes of this
definition, “voting stock” means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

       

      “Temporary Notes”
shall mean temporary notes as such term is used in Section 2.10
herein.

       

      “Trustee” shall mean
the Person identified as “Trustee” in the preamble to this Indenture and,
subject to the provisions of Article VI hereof, shall also include its
successors and assigns, and thereafter “Trustee” shall mean each Person who is
then a Trustee hereunder; provided, however, that if at
any time there is more than one such Person, “Trustee” shall mean each such
Person and as used with respect to the Notes of any series, shall mean the
Trustee with respect to the Notes of such series.

       

      “Trust Indenture Act”
or “TIA” shall
mean the Trust Indenture Act of 1939, as amended from time to time, and any
successor statute.

       

      “U.S. Government
Obligations” shall mean securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case under clauses (i) or (ii), are
not callable or prepayable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except
as required by law) such custodian is not authorized to make any deduction with
respect to the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or
the specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      ARTICLE
II

       

      


       

      NOTES

       

      Section
2.01 Authentication and Dating;
Title and Terms.  The aggregate principal amount of Notes that
may be authenticated, delivered and issued under this Indenture is $100,000,000,
as from time to time authorized by or pursuant to a Board
Resolution.

       

      The Notes
may be issued in one or more series. All Notes of each series issued under this
Indenture shall in all respects be equally and ratably entitled to the benefits
hereof with respect to such series without preference, priority or distinction
on account of the actual time or times of the authentication and delivery or
Maturity Date of the Notes of such series. With respect to any series of Notes
to be issued hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers' Certificate of the Corporation, or
established in one or more indentures supplemental hereto, which shall be
delivered to the Trustee prior to the issuance of such series of
Notes:

       

      (1) the form
of the Notes of the series;

       

      (2) the title
of the Notes of the series (which shall distinguish such Notes of the series
from all other Notes);

       

      (3) any limit
upon the aggregate principal amount of the Notes of the series which may be
authenticated and delivered under this Indenture (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Notes of that series pursuant to this Article II);

       

      (4) the date
or dates on which the Notes of such series may be issued (the “Issue
Date”);

       

      (5) the date
or dates on which the Notes of such series will mature;

       

      (6) the date
or dates, which may be serial, on which the principal of, and premium, if any,
on the Notes of such series shall be payable;

       

      (7) the rate
or rates, or the method of determination thereof, at which the Notes of such
series shall bear interest, if any (the “Interest Rate”), the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable, and the method of computation thereof.

       

      (8) the place
or places where the principal of, and premium, if any, and interest, if any, on
Notes of the series shall be payable if other than as provided in Section 3.02
hereof;

       

      (9) if other
than denominations of $1,000 and any integral multiple thereof, in Dollars or
the Foreign Currency or currency unit in which the Notes of such series are
denominated, the denominations in which Notes of such series shall be
issuable;

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

       

      (10) if other
than the principal amount thereof, the portion of the principal amount of Notes
of such series which shall be payable upon declaration of acceleration of the
Maturity Date thereof pursuant to Section 5.02 or provable in bankruptcy
pursuant to Section 5.04;

       

      (11) whether
payment of the principal of, premium, if any, and interest, if any, on the Notes
of such series shall be with or without deduction for taxes, assessments or
governmental charges, and with or without reimbursement of taxes, assessments or
governmental charges paid by Noteholders;

       

      (12) any
Events of Default or Default with respect to the Notes of such series, if not
set forth herein;

       

      (13) in case
the Notes of such series do not bear interest, the applicable dates for the
purpose of clause (a) of Section 4.01;

       

      (14) a
description of any provisions providing for redemption, exchange or conversion
of the Notes of such series at the Corporation’s option, a Noteholder’s option
or otherwise, and the terms and provisions of such redemption, exchange or
conversion;

       

      (15) whether
the Notes of any series are entitled to the benefit of a sinking fund, and the
terms thereof;

       

      (16) the
currency or currencies, or currency unit or currency units, whether in Dollars
or a Foreign Currency or currency unit, in which the principal of, and premium,
if any, and interest, if any, on the Notes of such series or any other amounts
payable with respect thereto, and whether such principal, premium, if any, and
interest, if any, payable otherwise than in Dollars may, at the option of the
Noteholders of any Note of such series, also be payable in Dollars;

       

      (17) if other
than as set forth in Section 12.01, provisions for the satisfaction and
discharge of the indebtedness represented by the Notes of such
series;

       

      (18) whether
the Notes of such series are issuable as a Global Note and, in such case, the
identity of the Depositary for such series, if other than The Depository Trust
Company;

       

      (19) if the
amount of payment of principal of (and premium, if any) or interest on the Notes
of such series may be determined with reference to an index, formula or other
method based on a coin, currency or currency unit other than that in which the
Notes are stated to be payable or otherwise, the manner in which such amounts
shall be determined;

       

      (20) any other
terms of such series of Notes (which terms shall not be inconsistent with the
provisions of this Indenture); and

       

      (21) any
Trustees, Paying Agents, or Registrars with respect to the Notes of such series,
if other than the initial Trustee.

       

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      Any
inconsistency between the terms set forth in this Indenture and the provisions
of a Board Resolution or an indenture supplemental hereto relating to the items
in (1) through (21) above shall be resolved in favor of such Board Resolution or
Supplemental Indenture.

       

      All Notes
of any one series need not be issued at the same time and, unless otherwise so
provided by the Corporation, a series may be reopened for issuances of
additional Notes of such series or to establish additional terms of such series
of Notes.

       

      If any of
the terms of the Notes of any series shall be established by action taken by or
pursuant to a Board Resolution, the Board Resolution shall be delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of such series.

       

      The
Trustee shall be entitled to receive and shall be fully protected in relying on,
in addition to the Opinion of Counsel to be furnished to the Trustee with the
Officers' Certificate or supplemental indenture relating to the issuance of any
series of Notes, an Opinion of Counsel stating that:

       

      (i) all
instruments furnished to the Trustee conform to the requirements of this
Indenture and constitute sufficient authority hereunder for the Trustee to
authenticate and deliver such Notes;

       

      (ii) all laws
and requirements with respect to the form and execution by the Corporation of
the supplemental indenture, if any, have been complied with and that the
execution and delivery of the supplemental indenture, if any, by the Trustee
will not violate this Indenture, the Corporation has corporate power to execute
and deliver any such supplemental indenture and have taken all necessary
corporate action for those purposes and any such supplemental indenture has been
executed and delivered and constitutes the legal, valid and binding obligation
of the Corporation enforceable in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally from time to time
in effect);

       

      (iii) the form
and terms of such Notes have been established in conformity with the provisions
of this Indenture;

       

      (iv) all laws
and requirements with respect to the execution and delivery by the Corporation
of such Notes has been complied with and the authentication and delivery of any
such Notes by the Trustee will not violate the terms of the Indenture, the
Corporation has the corporate power to issue such Notes and such Notes has been
duly authorized and delivered by the Corporation and, assuming due
authentication and delivery of such Notes by the Trustee, such Notes constitute
legal, valid and binding obligations of the Corporation, enforceable in
accordance with its terms (subject, as to enforcement of remedies to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect) and entitled to the
benefits of this Indenture, equally and ratably with all other Notes, if any, of
such series Outstanding;

       

      (v) the
amount of the Notes Outstanding, including such Notes, does not exceed the
amount at the time permitted by law;

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

       

      (vi) no
Default or Event of Default with respect to any series of Notes has occurred or
is continuing;

       

      (vii) this
Indenture is qualified under the Trust Indenture Act; and

       

      (viii) the
issuance of such Notes will not contravene the Articles of Incorporation or the
By-Laws of the Corporation or result in any violation of any of the terms or the
provisions of any indenture, mortgage or other agreement known to such counsel
by which the Corporation or any of its subsidiaries is bound.

       

      In
addition, the Opinion of Counsel and the Officers' Certificate will cover such
other matters as the Trustee may reasonably request.

       

      Section
2.02 Forms Generally; Form of
Trustee’s Certificate of Authentication.

       

      The Notes
of each series and the Trustee’s certificate of authentication on such Notes
shall be in substantially the form as shall be established pursuant to this
Article II in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements placed thereon as the
Corporation may deem appropriate and as are not inconsistent with the provisions
of this Indenture or as may be required to comply with any law or with any rules
or regulations made pursuant thereto or with any rules or regulations of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the
Notes.

       

      The
Definitive Notes of each series shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Notes as evidenced by their execution of such
Notes.

       

      The
Trustee’s certificate of authentication on all Notes shall be in substantially
the following form:

       

      


       

      


       

      This
certificate represents Notes of the Corporation referred to in the
within-mentioned Indenture.

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

       

       

      
        	
                 
      

              	
                ____________________________,

              


      

       

      
        	
                 
      

              	
                not
      in its individual capacity

              


      

       

      
        	
                 
      

              	
                but
      solely as Trustee

              


      

       

      By:  ____________________________                                                         

      Authorized
Officer

       

      Section
2.03 Form of
Note.  The Note of each series shall be substantially in the
form of Exhibit
A hereto, the terms of which are incorporated in and made a part of this
Indenture.  The Notes shall be issued, and may be transferred, only in
denominations having an aggregate principal amount of not less than $1,000 and
integral multiples of $1,000 in excess thereof.  The Notes shall be in
registered form without coupons and shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plans as the officers
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

       

      Section
2.04 Execution of
Notes.  The Notes of each series shall be signed in the name
and on behalf of the Corporation by the manual or facsimile signature of its
President, Chief Executive Officer, Chief Financial Officer, one of its
Executive Vice Presidents, or General Counsel under its corporate seal (if
legally required) which may be affixed thereto or printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise, and which need not be
attested.  Only such Notes as shall bear thereon a certificate of
authentication substantially in the form herein before recited, executed by the
Trustee or the Authenticating Agent by the manual or facsimile signature of an
authorized officer, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose.  Such certificate by the Trustee
or the Authenticating Agent upon any Note executed by the Corporation shall be
conclusive evidence that the Note so authenticated has been duly authenticated
and delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

       

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

       

      Every
Note shall be dated the date of its authentication.

       

      In each
case where the Trustee is to authenticate and deliver Notes pursuant to the
terms of this Indenture, it shall receive a Corporation Order.

       

      If all
the Notes of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the
time of issuance of each Note, but such opinion and certificate, with
appropriate modifications, shall be delivered at or before the time of issuance
of the first Note of such series. After any such first delivery, any separate
request by the Corporation that the Trustee authenticate Notes of such series
for original issue will be deemed to be a certification by the Corporation that
all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Notes continue to have been complied
with.

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

       

      The
Trustee shall have the right to decline to authenticate and deliver any Notes
under this Section if the Trustee, being advised by counsel, determines that
such action may not lawfully be taken or if a Responsible Officer of the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Noteholders.

       

      Section
2.05 Legends.  Each
Note shall bear the applicable legends substantially in the form set forth in
Exhibit A
hereto.

       

      Section
2.06 Global
Note.

       

      (a) Each
Global Note for any series issued under this Indenture shall be registered in
the name of the Depositary designated by the Corporation for such Global Note or
a nominee of such Depositary and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Note shall represent the
aggregate amount of Outstanding Notes from time to time endorsed thereon for all
purposes of this Indenture.

       

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

       

      (c)           If
any Global Note is to be exchanged for Definitive Notes of the same series or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Registrar for exchange or cancellation as provided in this
Article.  If any Global Note is to be exchanged for Definitive Notes
of the same series or canceled in part, then either (i) such Global Note shall
be so surrendered for exchange or cancellation as provided in this Article or
(ii) the principal amount of the Global Note or Global Notes, as the case may
be, shall be reduced or increased by an amount equal to the portion thereof to
be so exchanged or canceled, or equal to the principal amount of such Definitive
Notes to be so exchanged for beneficial interests therein, as the case may be,
by means of an appropriate adjustment made on the records of the Registrar,
whereupon the Trustee, in accordance with the Applicable Depositary Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records.  Upon any such surrender or
adjustment of a Global Note by the Depositary, accompanied by registration
instructions, the Corporation shall execute and the Trustee shall authenticate
and deliver Definitive Notes of the same series issuable in exchange for such
Global Note (or any portion thereof) in accordance with the instructions of the
Depositary. The Trustee may conclusively rely on, and shall be fully protected
in relying on, such instructions.

       

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

       

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

       

      (e)           The
Depositary or its nominee, as the registered owner of a Global Note, shall be
the holder of such Global Note for all purposes under this Indenture and the
Notes, and owners of beneficial interests in a Global Note shall hold such
interests pursuant to the Applicable Depositary
Procedures.  Accordingly, any such owner’s beneficial interest in a
Global Note shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants.  The Registrar and the Trustee shall be
entitled to deal with the Depositary for all purposes of this Indenture relating
to a Global Note as the sole holder of the Note and shall have no obligation to
any beneficial owner of a Global Note. Neither the Trustee nor the Registrar
shall have any liability in respect of any transfers effected by the Depositary
or its Depositary Participants.

       

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

       

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

       

      


       

      (h)           Global Notes shall bear the
following legend on the face thereof:

       

       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

       

       

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

       

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

       

      Section
2.07 Computation of
Interest.

       

      (a) The
amount of interest payable for any Interest Period (as defined below) in respect
of a series of Notes will be computed as provided in the Notes for such
series.

       

      (b) Each Note
of any series will bear interest at the Interest Rate (i) in the case of the
initial Interest Period, for the period from, and including, the date of
original issuance of such Note to, but excluding, the initial Interest Payment
Date and (ii) thereafter, for the period from, and including, the first day
following the end of the preceding Interest Period to, but excluding, the
applicable Interest Payment Date or, in the case of the last Interest Period,
the Maturity Date (each such period, an “Interest Period”), on the principal
thereof, on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest (including Defaulted Interest), payable on each Interest Payment Date
or the Maturity Date, as the case may be. Interest on any Note that is payable,
and is punctually paid or duly provided for by the Corporation, on any Interest
Payment Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest installment.

       

      (c) Any
interest on any series of Note that is payable, but is not punctually paid or
duly provided for by the Corporation, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the holder
on the relevant Regular Record Date by virtue of having been such holder, and
such Defaulted Interest shall be paid by the Corporation to the Persons in whose
names such Notes (or their respective Predecessor Notes) are registered at the
close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner:  the
Corporation shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Note and the date of the proposed
payment, and at the same time the Corporation shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements reasonably satisfactory to
the Trustee for such deposit prior to the date of the proposed payment,
such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as provided in this paragraph.  Thereupon
the Trustee shall fix a special record date for the payment of such Defaulted
Interest, which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The
Trustee shall promptly notify the Corporation of such special record date and,
in the name and at the expense of the Corporation, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date therefor
to be mailed, first class postage prepaid, to each Noteholder at his or her
address as it appears in the Note Register, not less than 10 days prior to
such special record date.  Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Notes (or their respective Predecessor Notes) are registered on such
special record date and thereafter the Corporation shall have no further payment
obligation in respect of the Defaulted Interest.

       

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

       

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

       

      (e) Subject
to the foregoing provisions of this Section 2.07, each Note of a series
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note of such series shall  carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Note.

       

      Section
2.08 Transfer and
Exchange.

       

      (a) The
Corporation shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange, as provided in Section
3.02, the Note Register in which, subject to such reasonable regulations as it
may prescribe, the Corporation shall provide for the registration and transfer
of all Notes of each series as provided in this Article II.  The Note
Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

       

      Notes of
any series to be exchanged may be surrendered at the Principal Office of the
Trustee or at any office or agency to be maintained by the Corporation for such
purpose as provided in Section 3.02, and the Corporation shall execute, the
Corporation or the Trustee shall register and the Trustee or the Authenticating
Agent shall authenticate and make available for delivery in exchange therefor,
the Note or Notes of such series which the Noteholder making the exchange shall
be entitled to receive.  Upon due presentment for registration of
transfer of a Note of any series at the Principal Office of the Trustee or at
any office or agency of the Corporation maintained for such purpose as provided
in Section 3.02, the Corporation shall execute, the Corporation or the Trustee
shall register and the Trustee or the Authenticating Agent shall authenticate
and make available for delivery in the name of the transferee or transferees, a
new Note of such series for a like aggregate principal
amount.  Registration or registration of transfer of a Note of any
series by the Trustee or by any agent of the Corporation appointed pursuant to
Section 3.02, and delivery of such Note, shall be deemed to complete the
registration or registration of transfer of such Note.

       

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

       

      All Notes
of any series presented for registration of transfer or for exchange or payment
shall (if so required by the Corporation or the Trustee or the Authenticating
Agent) be duly endorsed by, or be accompanied by, a written instrument or
instruments of transfer in form satisfactory to the Corporation and either the
Trustee or the Authenticating Agent duly executed by, the holder or such
holder’s attorney duly authorized in writing.

       

      (b) To permit
registrations of transfers and exchanges, the Corporation shall execute and the
Trustee, upon receipt of a Corporation Order to do so, shall authenticate and
deliver Definitive Notes and Global Notes at the written request of the
Registrar for a series of Notes. All Definitive Notes and Global Notes issued
upon any registration of transfer or exchange of Definitive Notes or Global
Notes shall be the valid obligations of the Corporation, evidencing the same
debt, the same series and entitled to the same benefits under this Indenture, as
the Definitive Notes or Global Notes surrendered upon such registration of
transfer or exchange.

       

      No
service charge shall be made for any exchange or registration of transfer of
Notes, but the Corporation or the Trustee may require payment of a sum
sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith other than exchanges pursuant to Section 2.10 or
9.03 not involving any transfer.

       

      Prior to
due presentment for the registration of a transfer of any Note, the Trustee, the
Corporation and any agent of the Trustee or the Corporation may deem and treat
the Person in whose name such Note is registered as the absolute owner and
holder of such Note for the purpose of receiving payment of principal of and
premium, if any, and interest on such Note and none of the Trustee, the
Corporation or any agents of the Trustee or the Corporation shall be affected by
notice to the contrary.

       

      Section
2.09 Mutilated, Destroyed, Lost
or Stolen Notes.

       

      In case a
Note of any series shall become mutilated or be destroyed, lost or stolen, the
Corporation shall execute, and upon receipt of a Corporation Order to do so the
Trustee shall authenticate and deliver, a new Note of such series bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen.  In every case the applicant for a substituted Note
shall furnish to the Corporation and the Trustee such security or indemnity as
may be reasonably 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
Corporation and the Trustee evidence to their reasonable satisfaction of the
destruction, loss or theft of such Note and of the ownership
thereof.

       

      Upon the
issuance of any substituted Note, the Corporation 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.  In
case any Note which has matured or is about to mature shall become mutilated or
be destroyed, lost or stolen, the Corporation may, instead of issuing a
substitute Note, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Note) if the applicant for such
payment shall furnish to the Corporation and the Trustee such security or
indemnity as may be reasonably required by them to save each of them harmless
and, in case of destruction, loss or theft, evidence reasonably satisfactory to
the Corporation and to the Trustee of the destruction, loss or theft of such
Note and of the ownership thereof.

       

       

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      Every
substituted Note issued pursuant to the provisions of this Section 2.09 by
virtue of the fact that any such Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Corporation, whether or
not the destroyed, lost or stolen Note 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 Notes duly issued hereunder.  All Notes shall be
held and owned upon the express condition that, to the extent permitted by
applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes 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 notes without their
surrender.

       

      Section
2.10 Temporary
Notes.  Pending the preparation of Definitive Notes of any
series, the Corporation may execute and the Trustee shall authenticate and make
available for delivery Temporary Notes of such series that are typed, printed or
lithographed. Temporary Notes shall be issuable in any authorized denomination,
and substantially in the form of the Definitive Notes of the same series but
with such omissions, insertions and variations as may be appropriate for
Temporary Notes, all as may be determined by the Corporation.  Every
such Temporary Note shall be executed by the Corporation and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with the same effect, as the Definitive Notes of the same
series.  Without unreasonable delay, the Corporation will execute and
deliver to the Trustee or the Authenticating Agent Definitive Notes and
thereupon any or all Temporary Notes may be surrendered in exchange therefor, at
the Principal Office of the Trustee or at any office or agency maintained by the
Corporation for such purpose as provided in Section 3.02, and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in
exchange for such Temporary Notes a like aggregate principal amount of such
Definitive Notes of the same series.  Such exchange shall be made by
the Corporation at its own expense and without any charge therefor except that
in case of any such exchange involving a registration of transfer the
Corporation may require payment of a sum sufficient to cover any tax, fee or
other governmental charge that may be imposed in relation thereto. Until so
exchanged, the Temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as Definitive Notes of the same series
authenticated and delivered hereunder.

       

      Section
2.11 Cancellation.  All Notes surrendered
for the purpose of payment, exchange or registration of transfer, shall, if
surrendered to the Corporation or any Paying Agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee or any
Authenticating Agent, shall be promptly canceled by it, and no Notes shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. All Notes canceled by any Authenticating Agent shall be
delivered to the Trustee. The Trustee shall destroy all canceled Notes unless
the Corporation otherwise directs the Trustee in writing, in which case the
Trustee shall dispose of such Notes as directed by the Corporation. If the
Corporation shall acquire any of the Notes, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Notes unless and until the same are surrendered to the Trustee for
cancellation.

       

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      Section
2.12 CUSIP Numbers. The
Corporation in issuing the Notes of any series may use a “CUSIP” number (if then
generally in use). The Corporation will promptly notify the Trustee in writing
of any change in the CUSIP number.

       

      ARTICLE
III

       

      


       

      PARTICULAR
COVENANTS OF THE CORPORATION

       

      Section
3.01 Payment of Principal and
Interest.  The Corporation covenants and agrees for the benefit
of the holders of the Notes of any series that it will duly and punctually pay
or cause to be paid the principal of and interest on the Notes of such series at
the place, at the respective times and in the manner provided
herein.  Payment of the principal of and premium, if any, and interest
on the Notes of any series due on the Maturity Date will be made by the
Corporation in immediately available funds against presentation and surrender of
the Notes of such series.  At the option of the Corporation, each
installment of interest on the Notes of such series due on an Interest Payment
Date other than the Maturity Date may be paid (i) by mailing checks for such
interest payable to the order of the holders of Notes of such series entitled
thereto as they appear on the Note Register or (ii) by wire transfer of
immediately available funds to any account with a banking institution located in
the United States designated by such holder no later than the related Regular
Record Date.

       

      Section
3.02 Offices for Notices and
Payments, Etc.  So long as any of the Notes of any series
remain Outstanding, the Corporation will maintain in New York, New York or
_________, ________ (a) an office or agency where the Notes of such series may
be presented for payment (the “Paying Agent”), (b)
an office or agency where the Notes of such series may be presented for
registration of transfer (the “Registrar”) and (c)
an office or agency where notices and demands to or upon the Corporation in
respect of the Notes of such series or this Indenture may be served. The
Registrar shall keep a register of the Notes of each series and of their
transfer. The Corporation will appoint the Registrar and the Paying Agent and
may appoint one or more co-registrars or one or more additional Paying Agents in
such other locations as it shall determine. The term “Registrar” includes any
additional registrar, the term “Paying Agent” includes any additional Paying
Agent. The Corporation may change any Paying Agent, Registrar or co-registrar
without prior notice to any Noteholder. Any Agent shall be permitted to resign
upon 30 days’ written notice to the Corporation.  The Corporation
shall notify the Trustee of the name and address of any Agent not a party to
this Indenture.  If the Corporation fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such at
the Principal Office of the Trustee. The Corporation or any of its Affiliates
may act as Paying Agent or Registrar.  The Corporation will give to
the Trustee written notice of the location of any such office or agency and of
any change of location thereof. In case the Corporation shall fail to maintain
any such office or agency in New York, New York or __________, ___________ or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
Principal Office of the Trustee.

       

      In
addition to any such office or agency, the Corporation may from time to time
designate one or more offices or agencies outside New York, New York and
___________, __________ where the Notes of any series may be presented for
payment or for registration of transfer and where notices and demands to or upon
the Corporation in respect of such Notes or this Indenture may be served in the
manner provided in this Indenture, and the Corporation may from time to time
rescind such designation, as the Corporation may deem desirable or expedient;
provided, however, that no such
designation or rescission shall in any manner relieve the Corporation of its
obligation to maintain any such office or agency in New York, New York or
___________, ___________ for the purposes above mentioned. The Corporation will
give to the Trustee prompt written notice of any such designation or rescission
thereof.

       

       

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      The
Corporation initially appoints the Trustee as Paying Agent and Registrar for the
Notes.

       

      Section
3.03 Appointments to Fill
Vacancies in Trustee’s Office.  The Corporation, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 6.10, a Trustee, so that there shall at all times
be a Trustee hereunder.

       

      Section
3.04 Provision as to Paying
Agent.

       

      (a) Whenever
the Corporation shall have one or more Paying Agents, it will, on or prior to
11:00 a.m. New York, New York time on each due date of the principal of or
interest on, the Notes of any series, deposit with a Paying Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the persons entitled to such principal or interest,
and unless such Paying Agent is the Trustee, the Paying Agent will promptly
notify the Trustee of the Corporation’s action or failure so to
act.

       

      (b) If the
Corporation shall appoint a Paying Agent other than the Trustee with respect to
the Notes of any series, 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 3.04,

       

      (i) that it
will hold all sums held by it as such agent for the payment of the principal of,
premium, if any, or interest on the Notes of such series (whether such sums have
been paid to it by the Corporation or by any other obligor on such Notes) in
trust for the benefit of the holders of such Notes; and

       

      (ii) that it
will give the Trustee notice of any failure by the Corporation (or by any other
obligor on the Notes of such series) to make any payment of the principal of,
premium, if any, or interest on such Notes when the same shall be due and
payable.

       

      (c) If the
Corporation shall act as its own Paying Agent, it will, on or before each due
date of the principal of or interest on the Notes of any series, set aside,
segregate and hold in trust for the benefit of the holders of such Notes a sum
sufficient to pay such principal or interest so becoming due and will notify the
Trustee of any failure to take such action and of any failure by the Corporation
(or by any other obligor under such Notes) to make any payment of the principal
of, premium, if any, or interest on such Notes when the same shall become due
and payable.

       

      (d) Anything
in this Section 3.04 to the contrary notwithstanding, the Corporation may, at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to the Notes of any series hereunder, or for any other reason, pay or cause to
be paid to the Trustee all sums payable with respect to such Notes, such sums to
be held by the Trustee upon the trusts herein contained.

       

       

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      (e) Anything
in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 3.04 is subject to Sections 12.03 and
12.04.

       

      Section
3.05 Certificate to
Trustee.  The Corporation will deliver to the Trustee on or
before 120 days after the end of each fiscal year of the Corporation, commencing
with the first fiscal year ending after the date hereof, so long as Notes of any
series are Outstanding hereunder, an Officers’ Certificate in the form attached
hereto as Exhibit
B, one of the signers of which shall be the principal executive,
principal financial or principal accounting officer of the Corporation, stating
that in the course of the performance by the signers of their duties as officers
of the Corporation, they would normally have knowledge of any Default or Event
of Default (or any event which after notice or the lapse of time or both, would
be, a Default or an Event of Default) with respect to such series by the
Corporation in the performance of any covenants contained herein, stating
whether or not they have knowledge of any such Default or Event of Default (or
event which after notice or the lapse of time or both, would be, a Default or an
Event of Default) and, if so, specifying each such Default or Event of Default
or event of which the signers have knowledge, the nature thereof and the action,
if any, the Corporation intends to undertake as a result of such Default or
Event of Default or event.

       

      The
Corporation will promptly notify the Trustee in writing, upon obtaining
knowledge of any default under this Indenture and shall comply with the
provisions of Section 314(a)(4) of the Trust Indenture Act.

       

      Section
3.06 Compliance with
Consolidation Provisions.  The Corporation will not, while any
of the Notes remain Outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
Person unless the provisions of Article X hereof are complied with.

       

      Section
3.07 Limitation on
Dividends.  The Corporation will not (a) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Corporation’s capital stock, (b)
make any payment of principal of, or interest on, or repay, repurchase or redeem
any debt securities of the Corporation that rank pari passu with or junior in
right of payment to the Notes other than such payments, repayments, repurchases
or redemptions of debt securities of the Corporation that rank equal with the
Notes that are made on a pro rata basis with payments, repayments or repurchases
on the Notes or (c) make any guarantee payments with respect to any guarantee by
the Corporation of the debt securities of any Subsidiary of the Corporation if
such guarantee ranks pari
passu with or junior in right of payment to the Notes (other than (i)
dividends or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Common Stock, (ii) any declaration of a
dividend in connection with the implementation of a stockholders’ rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (iii) as a result of a
reclassification of the Corporation’s capital stock or the exchange or
conversion of one class or series of the Corporation’s capital stock for another
class or series of the Corporation’s capital stock, (iv) the purchase of
fractional interests in shares of the Corporation’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged and (v) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Corporation’s benefit or
compensation plans for its directors, officers or employees or any of the
Corporation’s dividend reinvestment plans), if at such time there shall have
occurred any event, act or condition that (a) is a Default or an Event of
Default (or any event which, after notice or the lapse of time or both would
become, a Default or an Event of Default) and (b) in respect of which the
Corporation shall not have taken reasonable steps to cure.

       

       

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      Section
3.08 Payment Upon Resignation or
Removal.  Upon termination of this Indenture or the removal or
resignation of the Trustee, the Corporation shall pay to the Trustee all amounts
accrued and owing to the Trustee to the date of such termination, removal or
resignation.

       

      ARTICLE
IV

       

      


       

      LIST OF
NOTEHOLDERS AND REPORTS BY THE

       

      CORPORATION
AND THE TRUSTEE

       

      Section
4.01 List of
Noteholders.  The Corporation covenants and agrees that it will
furnish or cause to be furnished to the Trustee, in accordance with Section
312(a) of the Trust Indenture Act, (a) semiannually and not more than 10 days
after the Regular Record Date for each series, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Noteholders of
Notes of such series as of such date, and on dates to be determined pursuant to
Section 2.01 for non-interest bearing Notes of such series in each year, and (b)
at such other times as the Trustee may request in writing, within 30 days after
receipt by the Corporation of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished, except that, so long as the Trustee is Registrar, no such list need
be furnished.

       

      Section
4.02 Preservation and Disclosure
of Lists.

       

      (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of the Notes (i)
contained in the most recent list furnished to it as provided in Section 4.01 or
(ii) received by it in its capacity as Registrar (if so acting) hereunder. The
Trustee may destroy any list furnished to it as provided in Section 4.01 upon
receipt of a new list so furnished.

       

      (b) In case
three or more holders of Notes of any series (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 Note of such series 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 Notes of such series
or with holders of all Notes with respect to their rights under this Indenture
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:

       

      (i) 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 4.02;
or

       

      (ii) inform
such applicants as to the approximate number of holders of all Notes 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 4.02, and as to
the approximate cost of mailing to such Noteholders the form of proxy or other
communication, if any, specified in such application.

       

       

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      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
Noteholder whose name and address appear in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section 4.02 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.

       

      (c) Each and
every holder of Notes, by receiving and holding the same, agrees with the
Corporation and the Trustee that neither the Corporation nor the Trustee nor any
Paying Agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Notes in accordance
with the provisions of subsection (b) of this Section 4.02, 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).

       

      (d) The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act, subject to the exculpation from liability
contained in Section 312(c) of such Act.

       

      Section
4.03 Reports by the
Corporation.

       

      (a) The
Corporation covenants and agrees to provide to the Trustee, by hard copy or
electronic transmission, within 15 days after the date on which the
Corporation is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Corporation may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act. In the event that the Corporation is not required or permitted to
file such reports, documents and information with the Commission pursuant to the
Exchange Act, the Corporation will nevertheless deliver a copy of such Exchange
Act information to the Trustee and the holders of the Notes as if the
Corporation were subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act within the time periods specified therein.  The
Corporation also covenants and agrees to comply with the provisions of
Section 314(a) of the Trust Indenture Act.

       

      (b) To the
extent applicable, the Corporation covenants and agrees to file with the Trustee
and the 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 Corporation with the conditions and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.

       

      (c) To the
extent applicable, the Corporation covenants and agrees to transmit by mail to
all holders of Notes, as the names and addresses of such holders appear upon the
Note Register, within 30 days after the filing or submission thereof with the
Trustee, such summaries of any information, documents and reports provided by
the Corporation pursuant to subsections (a) and (b) of this Section
4.03.

       

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

       

      (d) Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Corporation’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).

       

      (e) For
purposes of this Section 4.03, the Corporation will be deemed to have furnished
or delivered reports to the Trustee and the Noteholders if (i) such reports are
filed with the Commission via the EDGAR filing system, (ii) such reports are
currently available, and (iii) the Corporation electronically delivers to the
Trustee a link to the EDGAR filing each time the Corporation files such a
report.

       

      (f) The
Corporation shall comply with the provisions of Section 314(a)(1)(2) and (3) of
the Trust Indenture Act.

       

      Section
4.04 Reports by the
Trustee.

       

      (a) To the
extent applicable, the Trustee shall transmit to Noteholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after the date hereof, and no later than the
anniversary date hereof in each succeeding year, deliver to Noteholders a brief
report, dated as of each such date which complies with the provisions of such
Section 313(a).

       

      (b) To the
extent applicable, a copy of each such report shall, at the time of such
transmission to Noteholders, be filed by the Trustee with each stock exchange,
if any, upon which the Notes are listed, with the Commission and with the
Corporation. The Corporation will promptly notify the Trustee when the Notes are
listed on any stock exchange.

       

      (c) Where
this Indenture provides for notice to Noteholders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
the manner and the extent provided in Section 313(c) of the Trust Indenture
Act.

       

      ARTICLE
V

       

      


       

      REMEDIES
OF THE TRUSTEE AND

       

      NOTEHOLDERS
UPON EVENT OF DEFAULT

       

      Section
5.01 Events of
Default.  “Event of Default,” wherever used herein with respect
to the Notes of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or
Officers’ Certificate establishing the terms of such series of Notes pursuant to
this Indenture:

       

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

       

      (a) a court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Corporation 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 Corporation 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

       

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

       

      Section
5.02 Acceleration of
Maturity.  If an Event of Default occurs and is continuing,
then in every such case the principal amount of all of the Notes shall become
and be immediately due and payable without any declaration or other action on
the part of the Trustee or any holder.

       

      Section
5.03 Payment of Notes on Default;
Suit Therefor.  The Corporation covenants that (i) in case
default shall be made in the payment of any installment of interest, on any of
the Notes of a series as and when the same shall become due and payable, and
such default shall have continued for a period of 30 days, or (ii) in case
default shall be made in the payment of the principal of the Notes of a series
as and when the same shall have become due and payable, whether at maturity of
the Notes of such series or by acceleration or otherwise, then, upon demand of
the Trustee, the Corporation will pay to the Trustee, for the benefit of the
holders of such series of Notes, the whole amount that then shall have become
due and payable on all such Notes for principal or interest or both, as the case
may be, with interest upon the overdue principal and (to the extent that payment
of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate borne by such Notes; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee, its
agents, attorneys and counsel, and any other amount due to the Trustee pursuant
to Section 6.06.

       

      In case
the Corporation 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 actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Corporation or any other obligor on such series of
Notes and collect in the manner provided by law out of the property of the
Corporation or any other obligor on such series of Notes, wherever situated, the
moneys adjudged or decreed to be payable.

       

       

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

       

       

      One or
more of the following defaults shall constitute a Default hereunder with respect
to a series of Notes (whatever the reason for such Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

       

      (a) default
in the payment of any interest on such series of Notes when due, and continuance
of such default for a period of 30 days; or

       

      (b) default
in the payment of any principal of such series of Notes when due, whether at
maturity, by acceleration of maturity or otherwise.

       

      Section
5.04 Trustee May File Proofs of
Claim.  In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Corporation or any other obligor on
the Notes under Title 11, United States Code, or any other applicable law, or in
case a receiver or trustee shall have been appointed for the property of the
Corporation or such other obligor, or in the case of any other similar judicial
proceedings relative to the Corporation or other obligor upon the Notes, or to
the creditors or property of the Corporation or such other obligor, the Trustee,
irrespective of whether the principal of the Notes 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 5.04, 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 interest owing and unpaid in respect of the Notes and,
in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for amounts due to the Trustee pursuant to
Section 6.06) and of the Noteholders allowed in such judicial proceedings
relative to the Corporation or any other obligor on the Notes, or to the
creditors or property of the Corporation or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Notes in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Noteholders to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the Noteholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to, and expenses of, the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other amounts due to the Trustee pursuant to Section
6.06.

       

      Nothing
herein contained shall be construed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any holder thereof or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such proceeding.

       

      All
rights of action and of asserting claims under this Indenture, or under any
series of the Notes, may be enforced by the Trustee without the possession of
any of the Notes of such series, or the production thereof on any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, subject to the terms of this Indenture, be for the
ratable benefit of the holders of such series of Notes.

       

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

       

      In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings.

       

      Section
5.05 Application of Moneys
Collected by Trustee.  Any moneys collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the Notes of a series in respect of which moneys have been
collected, and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

       

      First:  To
the payment of costs and expenses of collection applicable to the Notes of such
series and all other amounts due to the Trustee under Section 6.06;

       

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

       

      Third:  To
the payment of the amounts then due and unpaid upon Notes of such series for
principal of, premium, if any, and interest on such Notes, in respect of which
or for the benefit of which money has been collected, ratably, without
preference of priority of any kind, according to the amounts due on such Notes
for principal, premium and interest, respectively; and

       

      Fourth:  To
the Corporation.

       

      Section
5.06 Proceedings by
Noteholders.  No holder of any Note of a series shall have any
right by virtue of or by availing itself of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (a) such holder previously shall have
given to the Trustee written notice of a Default or Event of Default with
respect to such series of Notes and of the continuance thereof with respect to
such series of Notes specifying such Default or Event of Default, as
hereinbefore provided, (b) the holders of not less than 25% in aggregate
principal amount of such series of Notes then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder, (c) such holder or holders shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, (d) the Trustee for
60 days after its receipt of such notice, request and offer of indemnity shall
have failed to institute any such action, suit or proceeding, and (e), no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of such series of Notes; it being understood and intended, and being
expressly covenanted by the taker and holder of every Note of such series with
every other taker and holder and the Trustee, that no one or more holders of
Notes of such series shall have any right in any manner whatever by virtue of or
by availing itself of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Notes 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 such series of
Notes.

       

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

       

       

      Notwithstanding
any other provisions in this Indenture, however, the right of any holder of any
Note to receive payment of the principal of, premium, if any, and interest on
such Note, on or after the same shall have become due and payable, or to
institute suit for the enforcement of any such payment, shall not be impaired or
affected without the consent of such holder, and by accepting a Note hereunder
it is expressly understood, intended and covenanted by the taker and holder of
every Note with every other such taker and holder and the Trustee, that no one
or more holders of Notes shall have any right in any manner whatsoever by virtue
or by availing itself of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other Notes, 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 Notes. For the protection
and enforcement of the provisions of this Section, each and every Noteholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

       

      Section
5.07 Proceedings by
Trustee.

       

      (a) In case
an Event of Default or Default occurs with respect to any series of Notes 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 by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

       

      (b) All
rights of action and claims under this Indenture or any series of Notes may be
prosecuted and enforced by the Trustee without the possession of any
of  the Notes of such series or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and all other amounts then due under Section 6.06, be for the
ratable benefit of the holders of such series of Notes in respect of which such
judgment has been recovered.

       

      Section
5.08 Restoration of Rights and
Remedies.  If the Trustee or any Noteholder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Noteholder, then and in every
such case the Corporation, the Trustee and the Noteholders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Noteholders shall continue as though no such proceeding had been
instituted.

       

      Section
5.09 Remedies Cumulative and
Continuing.  All powers and remedies given by this Article V to
the Trustee or to the Noteholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to
the Notes, and no delay or omission of the Trustee or of any holder of any of
the Notes to exercise any right or power accruing upon any Event of Default or
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 5.06, every
power and remedy given by this Article V or by law to the Trustee or to the
Noteholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Noteholders.

       

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

       

       

      Section
5.10 Direction of Proceedings and
Waiver of Defaults by Majority of Noteholders.  The holders of
a majority in aggregate principal amount of a series of Notes at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series; provided, however, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee shall determine that the
action so directed would be unjustly prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by one of its Responsible Officers shall determine that the action or
proceedings so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of a series of Notes at the
time Outstanding may on behalf of the holders of all of the Notes of such series
waive any existing Default or Event of Default with respect to such series and
its consequences except a default (a) in the payment of principal of or interest
on any of the Notes of such series (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee) or (b) in
respect of covenants or provisions hereof which cannot be modified or amended
without the consent of the holder of each Note of such series affected. Upon any
such waiver, the Default or Event of Default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Corporation, the Trustee and
the holders of the Notes 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 Event of Default  with respect to
such series or impair any right consequent thereon. Whenever any Default or
Event of Default hereunder with respect to a series of Notes shall have been
waived as permitted by this Section 5.10, said Default or Event of Default shall
for all purposes of the series of Notes and this Indenture be deemed to have
been cured and to be not continuing.

       

      Section
5.11 Notice of
Defaults.

       

      (a) The
Trustee shall, within 90 days after the occurrence of a Default with respect to
a series of Notes actually known to a Responsible Officer of the Trustee, mail
to all Noteholders of such series, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act and as the names and addresses of such
holders appear upon the Note Register for such series, notice of all such
Defaults, unless such Default(s) shall have been cured before the giving of such
notice (the term “Default” for the purpose of this Section 5.11 means any event
which is, or after notice or the lapse of time or both would become, an Event of
Default or a Default with respect to the Notes of such series); provided, however, that, except
in the case of Default in the payment of the principal of, premium, if any, or
interest on any of the Notes of such series, 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 Noteholders of such series.

       

       

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

       

       

      (b) Within
ten Business Days after the occurrence of any Event of Default with respect to a
series of Notes actually known to a Responsible Officer of the Trustee, the
Trustee shall mail to all Noteholders of such series, as the names and addresses
of such holders appear upon the Note Register for such series, notice of such
Event of Default or Default, unless such Event of Default or Default shall have
been cured or waived before the giving of such notice.

       

      Section
5.12 Undertaking to Pay
Costs.  All parties to this Indenture agree, and each holder of
any Note by its acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.12 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders of a series of Notes, holding in the aggregate more than 10% in
aggregate principal amount of the Notes of such series Outstanding, or to any
suit instituted by any Noteholder for the enforcement of the payment of the
principal of,  premium, if any, or interest on any Note against the
Corporation on or after the same shall have become due and payable.

       

      Section
5.13 Unconditional Right of
Security Holders To Receive Principal, Premium and
Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right which is absolute and
unconditional to receive payment of the principal of and premium, if any, and
(subject to Section 2.07) interest on such Note on the Maturity Date expressed
in such Note at the respective place, at the respective time, at the respective
rate, in the respective amount and in the coin, currency, or currency unit
therein and herein prescribed, and to institute suit for the enforcement of any
such payment, and such right shall not be impaired without the consent of such
Noteholder.

       

      


       

      ARTICLE
VI

       

      


       

      CONCERNING
THE TRUSTEE

       

      Section
6.01 Duties and Responsibilities
of Trustee.  The Trustee shall comply with, and be subject to,
the provisions of Section 315 of the Trust Indenture Act. The duties and
responsibilities of the Trustee shall be as provided in the Trust Indenture Act
and as herein set forth. In case an Event of Default or Default (of which,
except for a default in the payment of any principal or interest on the Notes
under clauses (a) and (b) of Section 5.03, a Responsible Officer of the Trustee
has actual knowledge) 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 person would exercise or use under the circumstances in the conduct of
his or her own affairs.

       

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

       

       

      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 or Default (of which, except for a default
in the payment of any principal or interest on the Notes under clauses (a) and
(b) of Section 5.03, a Responsible Officer of the Trustee has actual knowledge)
and after the curing or waiving of all such Events of Default or Default which
may have occurred,

       

      (i) 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

       

      (ii) 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 certificate or opinion furnished to the Trustee and
conforming to the requirements of this Indenture; but, in the case of any such
certificate or opinion which by any provision hereof is specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not it conforms on its face to the requirements of
this Indenture.

       

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

       

      (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 Noteholders
pursuant to Section 5.10, 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.

       

      None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if it reasonably believes that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.

       

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

       

       

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

       

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

       

      Section
6.02 Reliance on Documents,
Opinions, etc.  Except as otherwise provided in Section
6.01:

       

      (a) the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, note, debenture or other paper or
document reasonably 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 Corporation mentioned herein may be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Board Resolution may
be evidenced to the Trustee by a copy thereof certified by the Secretary or an
Assistant Secretary of the Corporation;

       

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

       

      (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
Noteholders of any series, pursuant to the provisions of this Indenture, unless
such Noteholders shall have offered to the Trustee reasonable and sufficient
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby;

       

      (e) the
Trustee shall not be liable for any action taken or omitted by it in good faith
and reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default or Default (of which, except for a default in the payment of
any principal or interest on the Notes under clauses (a) and (b) of Section
5.03, a Responsible Officer of the Trustee has actual knowledge) that has not
been cured or waived, to exercise such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in its exercise as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs;

       

      (f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, debenture, coupon or other
paper or document, unless requested in writing to do so by the holders of a
majority in aggregate principal amount of a series of Outstanding Notes; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding;

       

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

       

       

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

       

      (h) the
Trustee shall not be charged with knowledge of any Default or Event of Default
with respect to the Notes of any series unless (i) such Default is a default in
the payment of any principal or interest on the Notes of such series under
clauses (a) and (b) of Section 5.03, (ii) a Responsible Officer shall have
actual knowledge of such Default or Event of Default or (iii) written notice of
such Default or Event of Default shall have been given to the Trustee by the
Corporation or any other obligor on the Notes of such series or by any holder of
the Notes of such series; and

       

      (i) the
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith, without negligence or willful misconduct and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.

       

      Section
6.03 No Responsibility for
Recitals, etc.  The recitals contained herein and in the Notes
(except in the certificate of authentication of the Trustee or the
Authenticating Agent) shall be taken as the statements of the Corporation, and
the Trustee and the Authenticating Agent assume no responsibility for the
correctness of the same. The Trustee and the Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee and the Authenticating Agent shall not be accountable for the
use or application by the Corporation of any Notes or the proceeds of any Notes
authenticated and delivered by the Trustee or the Authenticating Agent in
conformity with the provisions of this Indenture.

       

      Section
6.04 Trustee, Authenticating
Agent, Paying Agents, Transfer Agents and Registrar May Own Notes. The
Trustee or any Authenticating Agent or any Paying Agent or
any transfer agent or any Registrar for the Notes, in its individual or any
other capacity, may become the owner or pledgee of Notes with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, transfer
agent or Registrar for the Notes.

       

      Section
6.05 Moneys to be Held in
Trust.  Subject to the provisions of Section 12.04, all moneys
received by the Trustee or any Paying Agent shall, until used or applied as
herein provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent required by
law. The Trustee and any Paying Agent shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with
the Corporation. So long as no Event of Default 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 Corporation, signed by an Officer
thereof.

       

      Section
6.06 Compensation and Expenses of
Trustee.  The Corporation, as issuer of Notes under this
Indenture, covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Corporation and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Corporation 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 to the extent any such
expense, disbursement or advance arises from its negligence, bad faith or
willful misconduct.

       

       

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

      

       

      The
Corporation covenants to indemnify each of the Trustee (including in its
individual capacity) and any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any and all loss,
damage, claim, action, suit, liability or expense including taxes (other than
taxes based on the income of the Trustee) incurred without negligence, bad faith
or willful misconduct on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability. The
obligations of the Corporation under this Section 6.06 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Notes 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
Notes.

       

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

       

      The
provisions of this Section 6.06 shall survive the resignation or removal of the
Trustee and the defeasance or other termination of this Indenture.

       

      Section
6.07 Officers’ Certificate as
Evidence.  Except as otherwise provided in Sections 6.01 and
6.02, 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 omitting any action hereunder, such matter
(unless other evidence in respect thereof is herein specifically prescribed)
may, in the absence of negligence, bad faith or willful misconduct 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, bad faith or willful misconduct on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture in reliance thereon.

       

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

       

      Section
6.09 Eligibility of
Trustee.  The Indenture shall at all times have a Trustee that
satisfies the requirements of Section 310 of the Trust Indenture Act in all
respects. The Trustee hereunder shall at all times be a Person organized and
doing business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million U.S. dollars ($50,000,000) and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such Person 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 6.09, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.

       

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

       

       

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

       

      In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.10.

       

      Section
6.10 Resignation or Removal of
Trustee.

       

      (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more series of Notes by giving written notice of such
resignation to the Corporation and by mailing notice thereof to the holders of
the Notes of such series at their addresses as they shall appear on the Note
Register for such series. Upon receiving such notice of resignation, the
Corporation shall promptly appoint a successor trustee or trustees, which
trustee shall be eligible in accordance with the provisions of Section 6.09, by
written instrument, in duplicate, 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 60 days after the mailing of such notice of resignation to the affected
Noteholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Noteholder who
has been a bona fide holder of a Note for at least six months may, subject to
the provisions of Section 5.10, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

       

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

       

      (i) the
Trustee shall fail to comply with the provisions of Section 6.08 after written
request therefor by the Corporation or by any Noteholder of any series who has
been a bona fide holder of a Note or Notes of such series for at least six
months; or

       

      (ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section
6.09 and shall fail to resign after written request therefor by the Corporation
or by any Noteholder of any series; or

       

      (iii) 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 Corporation may remove the Trustee and appoint a successor
trustee, which trustee shall be eligible in accordance with the provisions of
Section 6.09, by written instrument, in duplicate, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 5.10, any Noteholder of such
series who has been a bona fide holder of a Note 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 and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

       

       

      
        
           

        

        
          35

          
            

          

        

        
           

        

      

       

       

      (c) The
holders of a majority in aggregate principal amount of the Notes of any series
at the time Outstanding may at any time remove the Trustee for such series and
nominate a successor trustee, which shall be deemed appointed as successor
trustee unless within 10 days after written notification of such nomination the
Corporation objects thereto, or if no successor trustee shall have been so
appointed and shall have accepted appointment within 30 days after such removal,
in which case the Trustee so removed or any Noteholder of such series, upon the
terms and conditions and otherwise as in subsection (a) of this Section 6.10,
may petition any court of competent jurisdiction for an appointment of a
successor trustee with respect to such series of Notes.

       

      (d) Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

       

      Section
6.11 Acceptance by Successor
Trustee.  Any successor trustee appointed as provided in
Section 6.10 shall execute, acknowledge and deliver to the Corporation and to
its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the retiring trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Corporation or of the successor trustee, the trustee ceasing to act shall, upon
payment of all amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring trustee thereunder. Upon request of any such successor trustee,
the Corporation 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 6.06.

       

      No
successor trustee shall accept appointment as provided in this Section 6.11
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 6.08 and eligible under the provisions of
Section 6.09.

       

       

       

      
        
           

        

        
          36

          
            

          

        

        
           

        

      

       

      Upon the
appointment hereunder of any successor Trustee with respect to the Notes of one
or more (but not all) series, the Corporation, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, such successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Notes of that or
those series to which the appointment of such successor Trustee relates, (b) if
the retiring Trustee is not retiring with respect to all Notes, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Notes of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (c) 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 indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Notes of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Notes of that or those series to which the
appointment of such successor Trustee relates; but, on request of the
Corporation or such successor Trustee, such retiring Trustee, upon payment of
its charges with respect to the Notes of that or those series to which the
appointment of such successor relates and subject to Sections 6.05 and 12.04
shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such
retiring Trustee hereunder with respect to the Notes of that or those series to
which the appointment of such successor Trustee relates, subject to its claim,
if any, provided for in Section 6.06.  If any supplemental indenture
contemplated by this Section 6.11 affects the rights and obligations of any
Trustee with respect to the Notes of one or more series other than the retiring
Trustee or Successor Trustee referred to herein, such other Trustee shall be a
party to such supplemental indenture.

       

      Section
6.12 Succession by Merger,
etc.  Any Person into which the Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified under the provisions of
Section 6.08 and eligible under the provisions of Section 6.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

       

       

       

      
        
           

        

        
          37

          
            

          

        

        
           

        

      

       

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

       

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

       

      Section
6.14 Authenticating
Agents.  There may be one or more Authenticating Agents
appointed by the Trustee upon the request of the Corporation with respect to one
or more series of Notes with power to act on the Trustee’s behalf and subject to
the Trustee’s direction in the authentication and delivery of Notes of such
series issued upon exchange or transfer thereof as fully to all intents and
purposes as though any such Authenticating Agent had been expressly authorized
to authenticate and deliver Notes of such series; provided, however, that the
Trustee shall have no liability to the Corporation for any acts or omissions of
the Authenticating Agent with respect to the authentication and delivery of
Notes of such series.  Any such Authenticating Agent shall at all
times be a Person organized and doing business under the laws of the United
States or of any state or territory thereof or of the District of Columbia
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of at least five million U.S. dollars ($5,000,000) and being
subject to supervision or examination by federal, state, territorial or District
of Columbia authority. If such Person publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.14 the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect herein specified in
this Section.

       

      Any
Person into which any Authenticating Agent may be merged, converted or with
which it may be consolidated, or any Person resulting from any merger or
consolidation to which any Authenticating Agent shall be a party, or any Person
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating Agent hereunder, if such successor Person
is otherwise eligible under this Section 6.14 without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authenticating Agent.

       

      Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Corporation. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Corporation. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Corporation shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.14, shall give
written notice of such appointment to the Corporation and shall mail notice of
such appointment to all Noteholders of the series with respect to which such
Authenticating Agent shall serve, as the names and addresses of such holders
appear on the Note Register for such series.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein.

       

       

      
        
           

        

        
          38

          
            

          

        

        
           

        

      

       

      The
Corporation, as issuer of the Notes, agrees to pay to any Authenticating Agent
from time to time reasonable compensation for its services. Any Authenticating
Agent shall have no responsibility or liability for any action taken by it as
such in accordance with the directions of the Trustee.

       

      ARTICLE
VII

       

      


       

      CONCERNING
THE NOTEHOLDERS

       

      Section
7.01 Action by
Noteholders.  Any demand, request, notice, consent, waiver or
other action provided by this Indenture to be given or taken by the holders of a
specified percentage in aggregate principal amount of Notes of any series, may
be evidenced by: (a) any instrument (including by way of electronic
transmission) or any number of instruments of similar tenor executed by such
Noteholders in person or by agent or proxy appointed in writing, or (b) the
record of such holders of Notes of such series voting in favor thereof at any
meeting of such Noteholders duly called and held in accordance with the
provisions of Article VIII, or (c) a combination of such instrument or
instruments and any such record of such a meeting of such
Noteholders.

       

      If the
Corporation shall solicit from the Noteholders of such series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Corporation may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for the determination of such Noteholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Corporation shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Noteholders of record of such series at the close of business on the record
date shall be deemed to be Noteholders for the purposes of determining whether
Noteholders of the requisite proportion of Outstanding Notes of such series have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Outstanding Notes of such series shall be computed as of the record
date.

       

      Section
7.02 Proof of Execution by
Noteholders.  Subject to the provisions of Sections 6.01, 6.02
and 8.05, proof of the execution of any instrument by a Noteholder or his agent
or proxy shall be sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Notes shall be proved by the
Note Register or by a certificate of the Registrar for the Notes. The Trustee
may require such additional proof of any matter referred to in this Section 7.02
as it shall deem necessary.

       

      The
record of any Noteholders’ meeting shall be proved in the manner provided in
Section 8.06.

       

      Section
7.03 Who Are Deemed Absolute
Owners.  Prior to due presentment for registration of transfer
of a Note of any series, the Corporation, the Trustee, any Authenticating Agent,
any Paying Agent, any transfer agent and any Registrar for the Notes of such
series may deem the person in whose name such Note shall be registered upon the
Note Register for such series to be, and may treat such person as, the absolute
owner of such Note (whether or not such Note shall be overdue) for the purpose
of receiving payment of or on account of the principal of and interest on such
Note and for all other purposes; and neither the Corporation nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any transfer agent nor any
Registrar for the Notes shall be affected by any notice to the contrary. All
such payments so made to any holder for the time being or upon such holder’s
order shall be valid and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such
Note.

       

       

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

       

      Section
7.04 Notes Owned by Corporation
Deemed Not Outstanding.  In determining whether the holders of
the requisite aggregate principal amount of Notes of a series have concurred in
any direction, consent or waiver under this Indenture, Notes of such series that
are owned by the Corporation or any other obligor on such series of Notes or by
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Corporation or any other obligor on such
series of Notes shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination; provided, however, that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Notes of such series that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.
Notes of such series so owned which have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 7.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right to vote
such Notes and that the pledgee is not the Corporation or any such other obligor
or Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Corporation or any such other obligor. In the
case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.

       

      Section
7.05 Revocation of Consents;
Future Holders Bound.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.01, of the taking of any
action by the holders of the percentage in aggregate principal amount of the
Notes of a series in connection with such action, any holder of a Note of such
series (or any Note of such series issued in whole or in part in exchange or
substitution therefor), subject to Section 7.01, the serial number of which is
shown by the evidence to be included in the group of Notes of such series the
holders of which have consented to such action, may, by filing written notice
with the Trustee at its Corporate Trust Office and upon proof of holding as
provided in Section 7.02, revoke such action so far as concerns such Note (or so
far as concerns the principal amount represented by any exchanged or substituted
Note). Except as aforesaid, any such action taken by the holder of a Note of a
series shall be conclusive and binding upon such holder and upon all future
holders and owners of such Note, and of any Note issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Note or any Note issued in exchange or substitution
therefor.

       

      ARTICLE
VIII

       

      


       

      MEETINGS
OF NOTEHOLDERS

       

      Section
8.01 Purposes of
Meetings.  A meeting of Noteholders of any series of Notes may
be called at any time and from time to time pursuant to the provisions of this
Article VIII for any of the following purposes:

       

      (a) to give
any notice to the Corporation or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any Event of Default or Default (or
any event which, after notice or the lapse of time or both would become, an
Event of Default or a Default) hereunder with respect to such series and its
consequences, or to take any other action authorized to be taken by Noteholders
of such series pursuant to any of the provisions of Article V;

       

       

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

       

      (b) to remove
the Trustee and nominate a successor trustee of such series pursuant to the
provisions of Article VI;

       

      (c) to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 9.02; or

       

      (d) to take
any other action authorized to be taken by or on behalf of the holders of any
specified aggregate principal amount of such series of Notes under any other
provision of this Indenture or under applicable law.

       

      Section
8.02 Call of Meetings by
Trustee.  The Trustee may at any time call a meeting of
Noteholders of any series to take any action specified in Section 8.01, to be
held at such time and at such place in New York, New York or __________,
_______ 
as the Trustee shall determine. Notice of every meeting of the Noteholders of
any 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
holders of Notes of such series at their addresses as they shall appear on the
Note Register. Such notice shall be mailed not less than 20 nor more than 180
days prior to the date fixed for the meeting.

       

      Section
8.03 Call of Meetings by
Corporation or Noteholders.  In case at any time the
Corporation, pursuant to a resolution of the Board of Directors, or the holders
of at least 25% in aggregate principal amount of the Notes of any series then
Outstanding, shall have requested the Trustee to call a meeting of Noteholders
of such series, 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
Corporation or such Noteholders may determine the time and the place in New
York, New York or__________, __________ for such meeting and may call such
meeting to take any action authorized in Section 8.01, by mailing notice thereof
as provided in Section 8.02.

       

      Section
8.04 Qualifications for
Voting.  To be entitled to vote at any meeting of Noteholders
of any series, a Person shall be (a) a holder of one or more Outstanding Notes
of such series or (b) a Person appointed by an instrument in writing as proxy by
a holder of one or more Outstanding Notes of such series. The only Persons who
shall be entitled to be present or to speak at any meeting of Noteholders of any
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 Corporation and its counsel.

       

      Section
8.05 Regulations.  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Noteholders of any
series, in regard to proof of the holding of Notes of such series 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 think fit.

       

      The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Corporation or by
Noteholders as provided in Section 8.03, in which case the Corporation or the
Noteholders 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 majority vote of the meeting.

       

       

      
        
           

        

        
          41

          
            

          

        

        
           

        

      

       

      Subject
to the provisions of Section 8.04, at any meeting each holder of Notes of any
series or proxy therefor shall be entitled to one vote for each $1,000 principal
amount of Notes of such series held or represented by such holder; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Note of such series
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 Notes held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Noteholders. Any
meeting of Noteholders duly called pursuant to the provisions of Section 8.02 or
8.03 may be adjourned from time to time by a majority in principal amount of
those present, and the meeting may be held as so adjourned without further
notice.

       

      Section
8.06 Voting.  The
vote upon any resolution submitted to any meeting of holders of Notes of any
series shall be by written ballots on which shall be subscribed the signatures
of such holders or of their representatives by proxy and the serial number or
numbers of the Notes of such series 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
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders of any series 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 8.02. The record shall show the serial numbers of
the Notes of such series voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Corporation 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.

       

      Section
8.07 Quorum;
Actions.  The Persons entitled to vote a majority in aggregate
principal amount of the Notes of any series then Outstanding shall constitute a
quorum for a meeting of Noteholders of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent, waiver,
request, demand, notice, authorization, direction or other action which may be
given by the holders of not less than a specified percentage in aggregate
principal amount of the Notes of such series then Outstanding, the Persons
holding or representing such specified percentage in aggregate principal amount
of the Notes of such series then Outstanding will constitute a
quorum.  In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Noteholders of such series, be dissolved.  In any other case, the
meeting may be adjourned for a period of not less than 10 days as
determined by the permanent chairman of the meeting prior to the adjournment of
such meeting.  In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the permanent chairman of the meeting
prior to the adjournment of such adjourned meeting.  Notice of the
reconvening of any adjourned meeting shall be given as provided in
Section 8.02, except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be
reconvened.  Notice of the reconvening of an adjourned meeting shall
state expressly the percentage, as provided above, of the aggregate principal
amount of the Notes of such series then Outstanding which shall constitute a
quorum.

       

       

      
        
           

        

        
          42

          
            

          

        

        
           

        

      

       

      Except as
limited by the proviso in the first paragraph of Section 9.02, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
holders of a majority in aggregate principal amount of the Notes of that series
then Outstanding; provided, however, that, except
as limited by the proviso in the first paragraph of Section 9.02, any
resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action that this Indenture expressly provides
may be given by the holders of not less than a specified percentage in principal
amount of the Notes of such series then Outstanding may be adopted at a meeting
or an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid only by the affirmative vote of the holders of not less than such
specified percentage in aggregate principal amount of the Notes of such series
then Outstanding.

       

      Any
resolution passed or decision taken at any meeting of Noteholders of any series
duly held in accordance with this Section 8.07 shall be binding on all the
Noteholders of such series, whether or not present or represented at the
meeting.

       

      ARTICLE
IX

       

      


       

      SUPPLEMENTAL
INDENTURES

       

      Section
9.01 Supplemental Indentures
Without Consent of Noteholders. The Corporation and the Trustee may from
time to time and at any time enter into one or more indentures supplemental
hereto without the consent of the Noteholders, for one or more of the following
purposes:

       

      (a) to
evidence the succession of another Person to the Corporation, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Corporation pursuant to Article X
hereof;

       

      (b) to add to
the covenants of the Corporation such further covenants, restrictions or
conditions for the protection of the Noteholders of any series (as shall be
specified in such supplemental indenture or indentures) as the Board of
Directors and the Trustee shall consider to be for the protection of the
Noteholders of such series, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions or
conditions a Default or an Event of Default permitting the enforcement of all or
any of the remedies provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction or condition such
supplemental indenture or indentures 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;

       

       

      
        
           

        

        
          
            43

          

          
            

          

        

        
           

        

      

       

      (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; or to make such
other provisions in regard to matters or questions arising under this Indenture,
provided that
any such action shall not materially adversely affect the interests of the
holders of the Notes of the affected series;

       

      (d) to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to one or more series of Notes;

       

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

       

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

       

      (g) to
establish the form or terms of each series of subordinated notes.

       

      The
Trustee is hereby authorized to join with the Corporation in the execution of
any supplemental indenture to effect such amendment, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.

       

      Any
supplemental indenture to this Indenture authorized by the provisions of this
Section 9.01 may be executed by the Corporation and the Trustee without the
consent of the holders of any of the Notes of the affected series at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.

       

      Section
9.02 Supplemental Indentures With
Consent of Noteholders.  With the consent (evidenced as
provided in Section 7.01) of the holders of a majority in aggregate principal
amount of the Notes of each series affected by such supplemental indenture at
the time Outstanding, the Corporation, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into any indenture
or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the holders of the Notes of such
series; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each Note
then Outstanding and affected thereby (a) change the Maturity Date of any Note
or provide for the redemption of any Note prior to the Maturity Date, or reduce
the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or make the principal thereof or any interest thereon
payable in any coin or currency other than U.S. dollars, or impair or affect the
right of any Noteholder to institute suit for payment thereof, or (b) reduce the
aforesaid percentage of Notes, the holders of which are required to consent to
any such supplemental indenture.

       

      Upon the
request of the Corporation accompanied by a copy of a resolution of the Board of
Directors certified by its Secretary or Assistant Secretary authorizing the
execution of any supplemental indenture effecting such amendment, and upon the
filing with the Trustee of evidence of the consent of Noteholders as aforesaid,
the Trustee shall join with the Corporation 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.

       

       

      
        
           

        

        
          44

          
            

          

        

        
           

        

      

       

      Promptly
after the execution by the Corporation and the Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Trustee shall transmit
by mail, first class postage prepaid, a notice, prepared by the Corporation,
setting forth in general terms the substance of such supplemental indenture, to
the Noteholders of the affected series as their names and addresses appear upon
the Note Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

       

      A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included expressly and solely
for the benefit of one or more particular series of Notes, or which modifies the
rights of the holders of Notes of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the holders of Notes of any other series.

       

      It shall
not be necessary for the consent of the Noteholders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

       

      Section
9.03 Compliance with Trust
Indenture Act; Effect of Supplemental Indentures.  Any
supplemental indenture executed pursuant to the provisions of this Article IX
shall comply with the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Corporation and the
holders of Notes shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

       

      Section
9.04 Notation on
Notes.  Notes of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article IX may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Corporation or the Trustee
shall so determine, new Notes of such series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Corporation, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Notes then Outstanding of such
series.

       

      Section
9.05 Evidence of Compliance of
Supplemental Indenture to be Furnished to Trustee.  The
Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article IX.

       

       

       

      
        
           

        

        
          45

          
            

          

        

        
           

        

      

       

      ARTICLE
X

       

      


       

      CONSOLIDATION,
MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

       

      Section
10.01 Corporation May Consolidate,
etc., on Certain Terms.  Nothing contained in this Indenture or
in any of the Notes shall prevent any consolidation or merger of the Corporation
with or into any other Person (whether or not affiliated with the Corporation,
as the case may be), or successive consolidations or mergers in which the
Corporation or its successor or successors, as the case may be, shall be a party
or parties, or shall prevent any sale, conveyance, transfer or lease of the
property of the Corporation, or its successor or successors as the case may be,
as an entirety, or substantially as an entirety, to any other Person (whether or
not affiliated with the Corporation, or its successor or successors, as the case
may be) authorized to acquire and operate the same; provided, that (a)
the Corporation is the surviving Person, or the Person formed by or surviving
any such consolidation or merger (if other than the Corporation) or to which
such sale, conveyance, transfer or lease of property is made is a Person
organized and existing under the laws of the United States or any State thereof
or the District of Columbia, and (b) if the Corporation is not the surviving
Person, upon any such consolidation, merger, sale, conveyance, transfer or
lease, the due and punctual payment of the principal of, premium, if any, and
interest on the Notes according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
and the Notes to be kept or performed by the Corporation shall be expressly
assumed by the surviving Person, by supplemental indenture (which shall conform
to the provisions of the Trust Indenture Act as then in effect) satisfactory in
form to the Trustee executed and delivered to the Trustee by the Person formed
by such consolidation, or into which the Corporation shall have been merged, or
by the Person which shall have acquired such property, as the case may be, and
(c) after giving effect to such consolidation, merger, sale, conveyance,
transfer or lease, no Default or Event of Default (or any event which, after
notice or the lapse of time or both would become, a Default or an Event of
Default) shall have occurred and be continuing.

       

      Section
10.02 Successor Person to be
Substituted for Corporation.  In case of any such
consolidation, merger, sale, conveyance, transfer or lease, and upon the
assumption by the successor corporation, by supplemental indenture executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
obligation of due and punctual payment of the principal of, premium, if any, and
interest on all of the Notes and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed or
observed by the Corporation, such successor Person shall succeed to and be
substituted for the Corporation, with the same effect as if it had been named
herein as a party hereto, and the Corporation thereupon shall be relieved of any
further liability or obligation hereunder or upon the Notes. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of the Corporation, any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Corporation and delivered to the
Trustee or the Authenticating Agent; and, upon the order of such successor
Person instead of the Corporation and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee or the Authenticating
Agent shall authenticate and deliver any Notes which previously shall have been
signed and delivered by any Officer of the Corporation to the Trustee or the
Authenticating Agent for authentication, and any Notes which such successor
Person thereafter shall cause to be signed and delivered to the Trustee or the
Authenticating Agent for that purpose. All the Notes so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Notes had been issued at the date of the execution
hereof.

       

       

      
        
           

        

        
          46

          
            

          

        

        
           

        

      

       

       

      Section
10.03 Opinion of Counsel to be
Given Trustee.  The Trustee, subject to the provisions of
Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence
that any consolidation, merger, sale, conveyance, transfer or lease, and any
assumption, permitted or required by the terms of this Article X complies with
the provisions of this Article X.

       

      ARTICLE
XI

       

      REDEMPTION
OF NOTES

       

      Section
11.01 Applicability of
Article.  Notes of any series that are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 2.01 for Notes of any series)
in accordance with this Article.

       

      Section
11.02 Election to Redeem; Notice
to Trustee.  The election of the Corporation to redeem any
Notes shall be evidenced by or pursuant to a Board Resolution.  In
case of any redemption at the election of the Corporation of less than all the
Notes of any series, the Corporation shall, not less than 35 nor more than 60
days prior to the Redemption Date fixed by the Corporation (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee in writing of
such Redemption Date, of the principal amount of Notes of such series to be
redeemed and, if applicable, of the tenor of the Notes to be
redeemed.  In the case of any redemption of Notes in whole or in part
(1) prior to the expiration of any restriction on such redemption provided in
the terms of such Notes or elsewhere in this Indenture, or (2) pursuant to an
election of the Corporation that is subject to a condition specified in this
Indenture or the terms of such Notes, the Corporation shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction or
condition.

       

      Section
11.03 Selection by Trustee of
Notes to be Redeemed.  If less than all the Notes of any series
are to be redeemed (unless all the Notes of such series and of a specified tenor
are to be redeemed), the particular Notes to be redeemed shall be selected not
more than 35 days prior to the Redemption Date by the Trustee, from the
Outstanding Notes of such series not previously called for redemption, on a
pro rata basis or by
any other method that the Trustee deems fair and appropriate and which complies
with any securities exchange or other applicable requirements for redemption of
portions (equal to the minimum authorized denomination for Notes of that series
or any integral multiple thereof) of the principal amount of Notes of such
series of a denomination larger than the minimum authorized denomination for
Notes of that series.

       

                    
The Trustee shall promptly notify the Corporation in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.

       

      For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Notes shall relate, in the case of any
Notes redeemed or to be redeemed only in part, to the portion of the principal
amount of such Notes which has been or is to be redeemed.

       

       

      
        
           

        

        
          47

          
            

          

        

        
           

        

      

       

      Section
11.04 Notice of
Redemption.  Notice of redemption shall be given by first-class
mail (if international mail, by air mail), postage prepaid, mailed not less than
30 nor more than 60 days prior the Redemption Date, to each Holder of Notes to
be redeemed, at such Holder’s address appearing in the Note
Register.

       

      All
notices of redemption shall state:

       

      (1)           the
Redemption Date;

       

      (2)           the
Redemption Price;

       

      (3)           if
less than all the Outstanding Notes of any series and of a specified tenor are
to be redeemed, the identification (and, in the case of partial redemption of
any Notes, the principal amounts) of the particular Notes to be
redeemed;

       

      (4)           that
on the Redemption Date the Redemption Price will become due and payable upon
each such Note to be redeemed and that interest thereon will cease to accrue on
and after said date;

       

      (5)           the
place or places where such Notes are to be surrendered for payment of the
Redemption Price; and

       

      (6)           that
the redemption is for a sinking fund, if such is the case.

       

      Notice of
redemption of Notes to be redeemed shall be given by the Corporation or, at the
Corporation’s request, by the Trustee in the name and at the expense of the
Corporation.

       

      Section
11.05 Deposit of Redemption
Price.  On or prior to 10:00 a.m. (Eastern time) on any
Redemption Date, the Corporation shall deposit with the Trustee or with a Paying
Agent (or, if the Corporation is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 3.04) an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Notes which are to be redeemed on
that date.

       

      Section
11.06 Notes Payable on Redemption
Date.  If notice of redemption has been given as provided in
section 11.04, the Notes so to be redeemed shall, on the Redemption Date, become
due and payable on the date and at the place or places stated in such notice at
the Redemption Price therein specified, and from and after such date (unless the
Corporation shall default in the payment of the Redemption Price and accrued
interest) such Notes shall cease to bear interest.  Upon surrender of
any such Note for redemption in accordance with said notice, such Note shall be
paid by the Corporation at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 2.01, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such at the close of business on the relevant Record Dates
according to their terms.

       

      If any
Note called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed thereof in the Note.

       

       

      
        
           

        

        
          48

          
            

          

        

        
           

        

      

       

       

      Section
11.07 Notes Redeemed in
Part.  Any Note that is to be redeemed only in part shall be
surrendered at a Place of Payment thereof (with, if the Corporation or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Corporation and the Trustee duly executed by, the
Holder thereof or its attorney duly authorized in writing), and the Corporation
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Note without service charge, a new Note or Notes of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Note so surrendered.

       

      ARTICLE
XII

       

      


       

      SATISFACTION
AND DISCHARGE OF INDENTURE

       

      Section
12.01 Discharge of
Indenture.  When (a) the Corporation shall deliver to the
Trustee for cancellation all Notes of a series theretofore authenticated (other
than any Notes of such series which shall have been destroyed, lost or stolen
and which shall have been replaced as provided in Section 2.09) and not
theretofore canceled, or (b) all the Notes of a series not theretofore canceled
or delivered to the Trustee for cancellation shall have become due and payable,
or are by their terms to become due and payable within one year, and the
Corporation shall deposit or cause to be deposited with the Trustee, in trust,
funds sufficient to pay on the Maturity Date all of the Notes of such series
(other than any Notes of such series which shall have been destroyed, lost or
stolen and which shall have been replaced as provided in Section 2.09) not
theretofore canceled or delivered to the Trustee for cancellation, including
principal and interest due or to become due to the Maturity Date, but excluding,
however, the amount of any moneys for the payment of principal of or interest on
the Notes of such series (i) theretofore repaid to the Corporation in accordance
with the provisions of Section 12.04, or (ii) paid to any State or to the
District of Columbia pursuant to its unclaimed property or similar laws, and if,
in either case the Corporation shall also pay or cause to be paid all other sums
payable hereunder by the Corporation, then this Indenture shall cease to be of
further effect with respect to such series except for the provisions of Sections
2.02, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 12.04 hereof, which shall
survive until such Notes shall mature and be paid. Thereafter, Sections 6.06,
6.10 and 12.04 shall survive, and the Trustee, on demand of the Corporation
accompanied by any Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Corporation, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Corporation,
however, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee in connection with
this Indenture or the Notes.

       

      Section
12.02 Deposited Moneys and U.S.
Government Obligations to be Held in Trust by Trustee.  Subject
to the provisions of Section 12.04, all moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Sections 12.01 or 12.05 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Corporation if acting as its own paying agent), to the
holders of the particular Notes for the payment 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, premium, if any, and interest.

       

      The
Corporation shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 12.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge for which by law
the holders of Outstanding Notes are liable.

       

       

      
        
           

        

        
          49

          
            

          

        

        
           

        

      

       

       

      Section
12.03 Paying Agent to Repay Moneys
Held.  Upon the satisfaction and discharge of this Indenture
with respect to any series, all moneys then held by any paying agent of the
Notes of such series (other than the Trustee) shall, upon written demand of the
Corporation, 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
12.04 Return of Unclaimed
Moneys.  Any moneys deposited with or paid to the Trustee or
any paying agent for payment of the principal of, premium if any, or interest on
Notes of any series and not applied but remaining unclaimed by the holders of
Notes of such series for two years after the date upon which the principal of or
interest on such Notes, as the case may be, shall have become due and payable,
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) upon Corporation Order be repaid to the
Corporation by the Trustee or such paying agent; and the holder of any of the
Notes of such series shall thereafter look only to the Corporation for any
payment which such holder may be entitled to collect and all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease;
provided, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Corporation cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30) days from the date
of such publication, any unclaimed balance of such money then remaining will be
repaid to the Corporation.

       

      Section
12.05 Defeasance Upon Deposit of
Moneys or U.S. Government Obligations.  The Corporation shall
be deemed to have been Discharged from its obligations with respect to the Notes
of any series on the 91st day after the applicable conditions set forth below
have been satisfied:

       

      (a) the
Corporation shall have deposited or caused to be deposited irrevocably with the
Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the holders of the Notes
of such series (i) money in an amount, or (ii) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient,
in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge
each installment of principal of and interest on the Outstanding Notes of such
series on the dates such installments of principal and interest are
due;

       

      (b) if the
Notes of such series are then listed on any national securities exchange, the
Corporation shall have delivered to the Trustee and the Defeasance Agent, if
any, an Opinion of Counsel to the effect that the exercise of the option under
this Section 12.05 would not cause such Notes to be delisted from such
exchange;

       

       

       

      
        
           

        

        
          50

          
            

          

        

        
           

        

      

       

      (c) no
Default or Event of Default (or any event which, after notice or the lapse of
time or both would become, a Default or an Event of Default) with respect to the
Notes of such series shall have occurred and be continuing on the date of such
deposit; and

       

      (d) the
Corporation shall have delivered to the Trustee and the Defeasance Agent, if
any, an Opinion of Counsel to the effect that holders of the Notes of such
series will not recognize income, gain or loss for United States federal income
tax purposes as a result of the exercise of the option under this Section 12.05
and will be subject to United States federal income tax on the same amount and
in the same manner and at the same times as would have been the case if such
option had not been exercised.

       

      ARTICLE
XIII

       

      


       

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS,

       

      OFFICERS
AND DIRECTORS

       

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

       

      ARTICLE
XIV

       

      


       

      MISCELLANEOUS
PROVISIONS

       

      Section
14.01 Successors.  All
of the covenants, stipulations, promises and agreements of the Corporation
contained in this Indenture shall also bind the Corporation’s successors and
assigns whether so expressed or not.

       

      Section
14.02 Official Acts by Successor
Corporation.  Any act or proceeding that, by any provision of
this Indenture, is authorized or required to be done or performed by any board,
committee or officer of the Corporation 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 the time be the lawful sole successor of the
Corporation.

       

      Section
14.03 Surrender of Corporation
Powers. The Corporation by instrument in writing executed by authority of
2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Corporation hereunder, and thereupon
such power so surrendered shall terminate both as to the Corporation, as the
case may be, and as to any successor Person.

       

       

       

      
        
           

        

        
          51

          
            

          

        

        
           

        

      

       

      Section
14.04 Addresses for Notices,
etc.  Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Notes on the Corporation may be given or served by being
deposited postage prepaid by first class mail, registered or certified mail,
overnight courier service or conformed telecopy addressed (until another address
is filed by the Corporation with the Trustee for the purpose) to State Bancorp,
Inc. at Two Jericho Plaza, Jericho, New York, Attention: Brian K. Finneran,
Chief Financial Officer.  Any notice, direction, request or demand by
any Noteholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of
___________ at ___________, Attention: _______________ (unless another address
is provided by the Trustee to the Corporation for such purpose). Any notice or
communication to a Noteholder shall be mailed by first class mail to his or her
address shown on the Note Register kept by the Registrar for the Notes. Notices
required to be given to the Trustee or the Authenticating Agent shall be in
writing, personally delivered or mailed first class postage prepaid to each of
the foregoing, or at such other address as shall be designated by written notice
to the other parties.

       

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

       

      Section
14.06 Evidence of Compliance with
Conditions Precedent.  Upon any application or demand by the
Corporation to the Trustee to take any action under any of the provisions of
this Indenture, the Corporation shall furnish to the Trustee an Officers’
Certificate stating that in the opinion of the signers all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with, except that no
such Opinion of Counsel shall be required in connection with the authentication
and issuance of the initial series of Notes.  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
(except certificates delivered pursuant to Section 3.05) shall include (a) a
statement that the Person making such certificate or opinion has read such
covenant or condition; (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (c) a statement that, in the opinion of
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 (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied
with.

       

      Section
14.07 Business
Days.  Except as provided otherwise in a supplemental
indenture, Board Resolution or Officers’ Certificate establishing the terms of a
series of Notes pursuant to this Indenture, in any case where the date of
payment of principal of or interest on the Notes is not a Business Day, the
payment of such principal of or interest on the Notes will not be made on such
date but will be made on the next succeeding Business Day, with the same force
and effect as if made on the original date of payment, and no interest shall
accrue for the period from and after such date.

       

      Section
14.08 Qualification of
Indenture.  The Corporation shall qualify this Indenture under
the Trust Indenture Act and shall pay all reasonable costs and expenses
(including attorneys’ fees for the Corporation, the Trustee and the holders of
the Notes) incurred in connection therewith, including, but not limited to,
costs and expenses of qualification of this Indenture and the Notes and printing
this Indenture and the Notes. The Trustee shall be entitled to receive from the
Corporation any such Officer’s Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the Trust Indenture Act.

       

       

      
        
           

        

        
          52

          
            

          

        

        
           

        

      

       

       

      Section
14.09 Trust Indenture Act to
Control.  If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Sections 310
to 318, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

       

      Section
14.10 Table of Contents, Headings,
etc.  The table of contents and the titles and headings of the
articles and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

       

      Section
14.11 Execution in
Counterparts.  This Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

       

      Section
14.12 Separability.  In
case any one or more of the provisions contained in this Indenture or in the
Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of the Notes, but this Indenture and
the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

       

      ARTICLE
XV

       

      


       

      SUBORDINATION
OF NOTES

       

      Section
15.01 Agreement to
Subordinate.  The Corporation covenants and agrees, and each
holder of Notes issued hereunder likewise covenants and agrees, that the Notes
shall be issued subject to the provisions of this Article XV; and each holder of
a Note, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

       

      The
payment by the Corporation of the principal of and interest on all Notes issued
hereunder shall, to the extent and in the manner hereinafter set forth, be
subordinated and subject in right of payment to the prior payment in full of all
Allocable Amounts then due and payable in respect of Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter
incurred.

       

      No
provision of this Article XV shall prevent the occurrence of any Default or
Event of Default (or any event which, after notice or the lapse of time or both
would become, a Default or Event of Default) with respect to the Notes
hereunder.

       

      Section
15.02 Default on Senior
Indebtedness.  In the event and during the continuation of any
default by the Corporation in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness, no payment shall be made by the
Corporation with respect to the principal or interest on the Notes or any other
amounts which may be due on the Notes pursuant to the terms hereof or
thereof.

       

       

       

      
        
           

        

        
          53

          
            

          

        

        
           

        

      

       

      In the
event of the acceleration of the maturity of the Notes of a series, then no
payment shall be made by the Corporation with respect to the principal or
interest on the Notes of such series or any other amounts which may be due on
the Notes of such series pursuant to the terms hereof or thereof until the
holders of all Senior Indebtedness outstanding at the time of such acceleration
shall receive payment, in full, of all Allocable Amounts due on or in respect of
such Senior Indebtedness (including any amounts due upon
acceleration).

       

      In the
event that, notwithstanding the foregoing, any payment is received by the
Trustee, or any Noteholder, when such payment is prohibited by the preceding
paragraphs of this Section 15.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered by the Trustee (if the notice
required by Section 15.06 has been received by the Trustee) or by any
Noteholder, to the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent of the Allocable Amounts in respect
of such Senior Indebtedness and to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of the Allocable Amounts
then due and owing on such Senior Indebtedness, and only the Allocable Amounts
specified in such notice to the Trustee shall be paid to the holders of such
Senior Indebtedness.

       

      Section
15.03 Liquidation; Dissolution;
Bankruptcy. Upon any payment by the Corporation or distribution of assets
of the Corporation of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution, winding-up, liquidation or
reorganization of the Corporation, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, the holders of all
Senior Indebtedness of the Corporation will first be entitled to receive payment
in full of Allocable Amounts due on or in respect of such Senior Indebtedness,
before any payment is made by the Corporation on account of the principal of or
interest on the Notes or any other amounts which may be due on the Notes
pursuant to the terms hereof or thereof); and upon any such dissolution,
winding-up, liquidation or reorganization, any payment by the Corporation, or
distribution of assets of the Corporation of any kind or character, whether in
cash, property or securities, which the Noteholders or the Trustee would be
entitled to receive from the Corporation, except for the provisions of this
Article XV, shall be paid by the Corporation or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Noteholders or by the Trustee under the Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Corporation (pro rata
to such holders on the basis of the respective Allocable Amounts of Senior
Indebtedness held by such holders, as calculated by the Corporation) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay all such Allocable Amounts of Senior Indebtedness in full, in
money or moneys worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Noteholders or to the
Trustee.

       

      In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Corporation of any kind or character prohibited by the foregoing, whether
in cash, property or Notes, shall be received by the Trustee, or any Noteholder,
before the Allocable Amounts of all Senior Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered by the Trustee (if the Notice required by Section 14.06
has been received by the Trustee) or by any Noteholder, to the holders of such
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Corporation, for application to the
payment of all Allocable Amounts of Senior Indebtedness remaining unpaid to the
extent necessary to pay all Allocable Amounts due on or in respect of such
Senior Indebtedness in full in money in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness.

       

       

      
        
           

        

        
          54

          
            

          

        

        
           

        

      

       

      For
purposes of this Article XV, the words “cash, property or securities” shall not
be deemed to include shares of stock of the Corporation as reorganized or
readjusted, or securities of the Corporation or any other corporation provided
for by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with respect to
the Notes to the payment of Senior Indebtedness that may at the time be
outstanding, provided that (i)
such Senior Indebtedness is assumed by the new corporation, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders
of such Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the
Corporation with, or the merger of the Corporation into, another Person or the
liquidation or dissolution of the Corporation following the sale, conveyance,
transfer or lease of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other Person shall, as a part of such consolidation, merger, sale, conveyance,
transfer or lease, comply with the conditions stated in Article X of this
Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this
Indenture.

       

      Section
15.04 Subrogation.  Subject
to the payment in full of all of Senior Indebtedness, the rights of the
Noteholders shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Corporation, as the case may be, applicable to such Senior
Indebtedness until the principal of and interest on the Notes shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of such Senior Indebtedness of any cash, property or securities to
which the Noteholders or the Trustee would be entitled except for the provisions
of this Article XV, and no payment over pursuant to the provisions of this
Article XV to or for the benefit of the holders of such Senior Indebtedness by
Noteholders or the Trustee, shall, as between the Corporation, its creditors
other than holders of Senior Indebtedness of the Corporation, and the holders of
the Notes, be deemed to be a payment by the Corporation to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article XV are
and are intended solely for the purposes of defining the relative rights of the
holders of the Notes, on the one hand, and the holders of such Senior
Indebtedness on the other hand.

       

      Nothing
contained in this Article XV or elsewhere in this Indenture or in the Notes is
intended to or shall impair, as between the Corporation, its creditors other
than the holders of Senior Indebtedness of the Corporation, and the holders of
the Notes, the obligation of the Corporation, which is absolute and
unconditional, to pay to the holders of the Notes the principal of and interest
on the Notes as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Notes and creditors of the Corporation, as the case may be, other
than the holders of Senior Indebtedness of the Corporation, as the case may be,
nor shall anything herein or therein prevent the Trustee or the holder of any
Note from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XV of the holders of such Senior Indebtedness in respect of cash, property or
Notes of the Corporation, as the case may be, received upon the exercise of any
such remedy.

       

       

      
        
           

        

        
          55

          
            

          

        

        
           

        

      

       

       

      Section
15.05 Trustee to Effectuate
Subordination. Each Noteholder, by such Noteholder’s acceptance thereof,
authorizes and directs the Trustee on such Noteholder’s behalf to take such
action (as the Trustee, in its discretion, deems necessary or appropriate, upon
instruction or otherwise) to effectuate the subordination provided in this
Article XV and appoints the Trustee such Noteholder’s attorney-in-fact for any
and all such purposes.

       

      Section
15.06 Notice by the
Corporation.  The Corporation shall give prompt written notice
to a Responsible Officer of the Trustee of any fact known to the Corporation
that would prohibit the making of any payment of monies to or by the Trustee in
respect of the Notes pursuant to the provisions of this Article XV.

       

      Notwithstanding
the provisions of this Article XV or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Notes pursuant to the provisions of this Article XV, unless and
until a Responsible Officer of the Trustee shall have received written notice
thereof from the Corporation or a holder or holders of Senior Indebtedness or
from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 15.06 at
least two Business Days prior to the date upon which, by the terms hereof, any
money may become payable for any purpose (including, without limitation, the
payment of the principal of, premium, if any, or interest on any Note), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

       

      The
Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled to conclusively rely on a written notice delivered to it by a Person
representing himself to be a holder of Senior Indebtedness of the Corporation
(or a trustee on behalf of such holder), as the case may be, to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
on behalf of any such holder or holders. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of such Senior Indebtedness to participate in
any payment or distribution pursuant to this Article XV, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article XV,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

       

       

       

      
        
           

        

        
          56

          
            

          

        

        
           

        

      

       

      Upon any
payment or distribution of assets of the Corporation referred to in this Article
XV, the Trustee, subject to the provisions of Article VI of this Indenture, and
the Noteholders shall be entitled to conclusively rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Noteholders, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders
of Senior Indebtedness and other indebtedness of the Corporation, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XV.

       

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

       

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

       

      Nothing
in this Article XV shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.06.

       

      Section
15.08 Subordination May Not Be
Impaired.  No right of any present or future holder of any
Senior Indebtedness of the Corporation 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 Corporation, as the case may be, or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Corporation, as the case may be, with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

       

       

      
        
           

        

        
          57

          
            

          

        

        
           

        

      

       

      Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness of the Corporation may, at any time and from time to time,
without the consent of or notice to the Trustee or the Noteholders, without
incurring responsibility to the Noteholders and without impairing or releasing
the subordination provided in this Article XV or the obligations hereunder of
the holders of the Notes to the holders of such Senior Indebtedness, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Indebtedness, or
otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Corporation, as the case may be, and any other Person.

       

       

      
        
           

        

        
          58

          
            

          

        

        
           

        

      

       

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

       

      


      
        	 
      	
                STATE
      BANCORP, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	 
      	 
      
	 
      	
                ___________________________,

              
	 
      	
                as
      Trustee

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

       

       

       

      
        
           

        

        
          59

          
            

          

        

        
           

        

      

      
 

      EXHIBIT
A

       

      (FORM OF
FACE OF NOTE)

       

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

       

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

       

      ANY
PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (I) NO
PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THE NOTES CONSTITUTES
ASSETS OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN,
ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS
UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE
SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR
ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF
ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE PURCHASE AND HOLDING OF THE
NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR
LAW.

       

      


       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

      


       

      In all
circumstances, each Note shall bear the following legends:

       

      THE NOTES
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000
AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF NOTES IN A
DENOMINATION OF LESS THAN $1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL
BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTES FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH NOTES, AND SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH
NOTES.

       

      THE NOTES DO NOT EVIDENCE SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

       

      


      
        
           

        

        
          A-2

          
            

          

        

        
           

        

      

       

      


       

       

      STATE
BANCORP, INC.

       

      
        	
                CUSIP
      No.:

              
	 
      	
                $
      ________

              
	 
      	
                ______
      SUBORDINATED NOTE DUE _____________

              


      

      


       

      Interest

       

      State
Bancorp, Inc., a New York corporation (the “Corporation,” which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to __________________ or registered assigns,
the principal sum of $_______________ (________________ Dollars) on ___________,
_____(the “Maturity Date”) and to pay interest on the outstanding principal
amount hereof from _______, ____ or from the most recent interest payment date
(each such date, an “Interest Payment Date”) to which interest has been paid or
duly provided for, semi-annually[/quarterly] in arrears on _________,
[__________], [_________] and __________ of each year, commencing
________________, at the rate of _____% per annum, until the principal hereof
shall have become due and payable, and on any overdue principal and on any
overdue installment of interest (without duplication and to the extent that
payment of such interest is enforceable under applicable law) at the same rate
per annum compounded semi-annually. The amount of interest payable hereon shall
be computed on the basis of_____________________.  If an Interest
Payment Date or the Maturity Date falls on a day that is not a Business Day (as
defined in the Indenture), the related payment of principal or interest will be
paid on the next Business Day, with the same force and effect as if made on such
date, and no interest on such payments will accrue from and after such Interest
Payment Date or Maturity Date, as the case may be.

      


      Method of
Payment

      


      The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes, as defined in
said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be at the close of business on
the 15th calendar day (whether or not a Business Day) prior to the applicable
Interest Payment Date.  Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the holders on
such Regular Record Date and may be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the holders of Notes of this series
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
the Indenture.  Interest payable on the Maturity Date of the Notes of
this series will be paid to the registered holder to whom the principal is
payable.

       

       

       

      
        
           

        

        
          A-3

          
            

          

        

        
           

        

      

       

      Paying Agent and
Register

       

      The
principal of and interest on this Note shall be payable at the office or agency
of the Trustee maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment
of interest may be made at the option of the Corporation by (i) check mailed to
the holder at such address as shall appear in the Note Register or (ii) transfer
to an account maintained by the Person entitled thereto, provided that proper
written transfer instructions have been received by the relevant record
date.

       

      Subordination

       

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

       

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

       

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

       

       

       

      
        
           

        

        
          A-4

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the
Corporation has caused this instrument to be duly executed this __________ day
of ____________, ______.

       

      


      
        	 
      	 
      	
                STATE
      BANCORP, INC.

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	
                Attest:

              	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	 
      	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      


      

      


      


      


      CERTIFICATE
OF AUTHENTICATION

       

      This
represents Notes of State Bancorp, Inc. referred to in the within-mentioned
Indenture.

       

      


      
        	 
      	
                _____________________,

              
	 
      	
                not
      in its individual capacity but solely as

              
	 
      	
                Trustee

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Authorized
      Signatory

              
	 
      	 
      
	
                Dated:

              	 
      


      

       

       

       

      
        
           

        

        
          A-5

          
            

          

        

        
           

        

      

      
 

      (FORM OF
REVERSE OF NOTE)

       

      This Note
is one of the Notes of the Corporation (herein sometimes referred to as the
“Notes”), issued or to be issued in one or more series under and pursuant to an
Indenture, dated as of ______________ (the “Indenture”), duly executed and
delivered between the Corporation and _______________, as Trustee (the
“Trustee”), to which Indenture reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Corporation and the holders of the Notes. This Note is one of
the series designated on the face hereof.  Up to $100,000,000 in
aggregate principal amount of the Notes may be issued as specified in the
Indenture.

       

      Defaults and
Remedies

       

      In case
an Event of Default (as defined in the Indenture) shall have occurred and be
continuing, the principal of all of the Notes of this series shall become due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

       

      There is
no right of acceleration of payment in the case of any Default (as defined in
the Indenture), including any default in the payment of principal or interest on
the Notes or the performance by the Corporation of its other obligations under
the Notes of this series.

       

      Amendment, Supplement and
Waiver

       

      The
Indenture contains provisions permitting the Corporation and the Trustee, with
the consent of the holders of a majority in aggregate principal amount of the
Notes of this series affected at the time Outstanding (as defined in the
Indenture), to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the holders of the
Notes of this series; provided, however, that no such
supplemental indenture shall, without the consent of each holder of Notes then
Outstanding and affected thereby, (i) change the Maturity Date of any Note or
provide for the redemption of any Note prior to such Maturity Date, or reduce
the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or make the principal thereof or any interest thereon
payable in any coin or currency other than U.S. dollars, or impair or affect the
right of any holder of Notes to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Notes the holders of which are required to
consent to any such supplemental indenture. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Notes of this series at the time Outstanding and affected thereby, on behalf
of all of the holders of the Notes of this series, to waive any past default in
the performance of any of the covenants contained in the Indenture, or
established pursuant to the Indenture, and its consequences, except a default in
the payment of the principal of, premium, if any, or interest on any of the
Notes of this series or a default in respect of any covenant or provision under
which the Indenture cannot be modified or amended without the consent of each
holder of Notes of this series then Outstanding. Any such consent or waiver by
the holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and of any Note issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Note.

       

       

       

      
        
           

        

        
          A-6

          
            

          

        

        
           

        

      

       

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

       

      Limitation on
Dividends

       

      The
Corporation has agreed that it will not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Corporation’s capital stock, (ii) make any payment
of principal of or interest, if any, on or repay, repurchase or redeem any debt
securities of the Corporation that rank pari passu with or junior in right of
payment to the Notes other than such payments, repayments, repurchases or
redemptions of debt securities of the Corporation that rank equal with the Notes
that are made on a pro rata basis with payments, repayments or repurchases on
the Notes or (iii) make any guarantee payments with respect to any guarantee by
the Corporation of the debt securities of any Subsidiary of the Corporation if
such guarantee ranks pari passu with or junior in right of payment to the Notes
(other than (a) dividends or distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Common Stock, (b) any declaration
of a dividend in connection with the implementation of a stockholders’ rights
plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (c) as a result of
a reclassification of the Corporation’s capital stock or the exchange or
conversion of one class or series of the Corporation’s capital stock for another
class or series of the Corporation’s capital stock, (d) the purchase of
fractional interests in shares of the Corporation’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged and (e) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Corporation’s benefit or
compensation plans for its directors, officers or employees or any of the
Corporation’s dividend reinvestment plans), if at such time there shall have
occurred any event, act or condition that (a) is a Default or an Event of
Default and (b) in respect of which the Corporation shall not have taken
reasonable steps to cure.

       

      Denominations; Transfer;
Exchange

       

      The Notes
of this series are issuable only in registered form without coupons in minimum
denominations of $1,000 and multiples of $1,000 in excess thereof. As provided
in the Indenture, this Note is transferable by the holder hereof on the Note
Register of the Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation in New York, New York or
___________, __________ accompanied by a written instrument or instruments of
transfer in form satisfactory to the Corporation or the Trustee duly executed by
the holder hereof or his or her attorney duly authorized in writing, and
thereupon one or more new Notes of this series of authorized denominations and
for the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service charge will be made for any
such registration of transfer, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

       

       

      
        
           

        

        
          A-7

          
            

          

        

        
           

        

      

       

      Prior to
due presentment for registration of transfer of this Note, the Corporation, the
Trustee, any authenticating agent, any paying agent, any transfer agent and any
security registrar may deem and treat the holder hereof as the absolute owner
hereof (whether or not this Note shall be overdue and notwithstanding any notice
of ownership or writing hereon made by anyone other than the security registrar
for the Notes of this series) for the purpose of receiving payment of or on
account of the principal hereof and (subject to the Indenture) interest due
hereon and for all other purposes, and none of the Corporation, the Trustee, any
authenticating agent, any paying agent, any transfer agent or any security
registrar shall be affected by any notice to the contrary.

       

      No Recourse Against
Others

       

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

       

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

       

      Governing
Law

       

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

       

      Abbreviations

       

      The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

       

      
        	
                TEN
      CON - as tenants in common

              	 
      	
                TEN
      ENT - as tenants in the entireties

              
	 
      	 
      	 
      
	
                JT
      TEN - as joint tenants with right of survival

              	 
      	
                UNIF
      GIFT MIN ACT - under Uniform Gift to Minors Act and not as
      tenants

              
	 
      	 
      	 
      


      

      


      Additional
abbreviations may also be used though not in the above list.

       

       

       

      
        
           

        

        
          A-8

          
            

          

        

        
           

        

      

       

      [TO BE
ATTACHED TO GLOBAL NOTES]

       

      SCHEDULE
OF INCREASES AND DECREASES IN GLOBAL NOTE

       

      The
following increases and decreases in this Global Note have been
made:

       

      
        	
                
                  Date
      of Decrease or Increase

                

              	 
      	
                
                  Amount
      of decrease in Principal Amount of this Global Note

                

              	 
      	
                
                  Amount
      of increase in Principal Amount of this Global Note

                

              	 
      	
                
                  Principal
      Amount of this Global Note following such decrease or
      increase

                

              	 
      	
                
                  Signature
      of authorized signatory of Trustee or Notes

                  Custodian

                

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

       

      
        
           

        

        
          A-9

          
            

          

        

        
           

        

      

       

      
 

      ASSIGNMENT

       

      FOR VALUE RECEIVED, the
undersigned hereby assigns and transfers this Note to:

       

      
        	 
      
	
                (Assignee’s
      social security or tax identification number)

              
	 
      
	
                (Address
      and zip code of assignee)

              


      

      


      and
irrevocably appoints

      ____________________________________
agent

      


      to
transfer this Note on the books of the Corporation. The agent may substitute
another to act for him or her.

       

      
        	
                Date:

              	 
      
	 
      	 
      
	
                Signature:

              	 
      
	
                (Sign
      exactly as your name appears on the other side of this Note
      Certificate)

              
	 
      	 
      
	
                Signature
      Guarantee:

              	 
      
	 
      	 
      


      

      


      Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

       

       

       

      
        
           

        

        
          A-10

          
            

          

        

        
           

        

      

      EXHIBIT
B

       

      


      FORM OF
CERTIFICATE OF OFFICER OF THE CORPORATION

      


      Pursuant to Section 3.05 of the
Indenture, dated as of May ___, 2007 (as amended or supplemented from time to
time, the “Indenture”), between State Bancorp, Inc., as issuer (the
“Corporation”), and _____________, as trustee, the undersigned certifies that
he/she is a [principal executive officer, principal financial officer or
principal accounting officer] of the Corporation and in the course of the
performance by the undersigned of his/her duties as an officer of the
Corporation, the undersigned would normally have knowledge of any default by the
Corporation in the performance of any covenants contained in the Indenture, and
the undersigned hereby further certifies that he/she has no knowledge of any
default for the fiscal year ending on __________, 20___ [, except as follows:
specify each such default and the nature thereof].

      


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

      


      IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of

      ____________,
20____.

      


      ______________________________

      Name:

      Title:

      


      


      
        
           

        

        
          B-1