Unassociated Document


     Exhibit
4.3 

    


    INDENTURE

    


    GERMAN
AMERICAN BANCORP, INC.

    


    and

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as
Trustee

    


    Dated
as of __________________________, 2009

    


    $__,000,000

    


    8%
Redeemable Subordinated Debentures Due 2019

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      ARTICLE I        DEFINITIONS
      AND RULES OF CONSTRUCTION, APPLICABILITY OF THE TRUST INDENTURE
      ACT

                    	
                      1

                    
	
                      Section 1.01.

                    	
                      Definitions.

                    	
                      1

                    
	
                      Section 1.02.

                    	
                      Other
      Definitions.

                    	
                      4

                    
	
                      Section 1.03.

                    	
                      Rules
      of Construction

                    	
                      4

                    
	
                      Section 1.04.

                    	
                      Trust
      Indenture Act

                    	
                      4

                    
	 
      	 
      	 
      
	
                      ARTICLE II       THE DEBENTURES

                    	
                      5

                    
	
                      Section 2.01.

                    	
                      Form
      and Dating

                    	
                      5

                    
	
                      Section 2.02.

                    	
                      Execution
      and Authentication

                    	
                      5

                    
	
                      Section 2.03.

                    	
                      Agents

                    	
                      5

                    
	
                      Section 2.04.

                    	
                      Paying
      Agent To Hold Money in Trust

                    	
                      5

                    
	
                      Section 2.05.

                    	
                      Holder
      Lists

                    	
                      6

                    
	
                      Section 2.06.

                    	
                      Transfer
      and Exchange.

                    	
                      6

                    
	
                      Section 2.07.

                    	
                      Replacement
      Debentures

                    	
                      6

                    
	
                      Section 2.08.

                    	
                      Outstanding
      Debentures.

                    	
                      7

                    
	
                      Section 2.09.

                    	
                      Treasury
      Debentures Disregarded for Certain Purposes

                    	
                      7

                    
	
                      Section 2.10.

                    	
                      Temporary
      Debentures

                    	
                      7

                    
	
                      Section 2.11.

                    	
                      Global
      Debentures.

                    	
                      7

                    
	
                      Section 2.12.

                    	
                      Cancellation

                    	
                      11

                    
	
                      Section 2.13.

                    	
                      Defaulted
      Interest

                    	
                      11

                    
	
                      Section 2.14.

                    	
                      CUSIP
      Numbers

                    	
                      11

                    
	 
      	 
      	 
      
	
                      ARTICLE III      REDEMPTION

                    	
                      12

                    
	
                      Section 3.01.

                    	
                      General

                    	
                      12

                    
	
                      Section 3.02.

                    	
                      Notice
      to Trustee.

                    	
                      12

                    
	
                      Section 3.03.

                    	
                      Selection
      of Debentures To Be Redeemed

                    	
                      12

                    
	
                      Section 3.04.

                    	
                      Notice
      of Redemption

                    	
                      13

                    
	
                      Section 3.05.

                    	
                      Effect
      of Notice of Redemption

                    	
                      13

                    
	
                      Section 3.06.

                    	
                      Deposit
      of Redemption Price; Accrual of Interest.

                    	
                      13

                    
	
                      Section 3.07.

                    	
                      Debentures
      Redeemed in Part

                    	
                      13

                    
	
                      Section 3.08.

                    	
                      No
      Sinking Fund

                    	
                      14

                    
	 
      	 
      	 
      
	
                      ARTICLE IV      COVENANTS

                    	
                      14

                    
	
                      Section 4.01.

                    	
                      Payment
      of Debentures

                    	
                      14

                    
	
                      Section 4.02.

                    	
                      SEC
      Reports

                    	
                      14

                    
	
                      Section 4.03.

                    	
                      Compliance
      Certificate

                    	
                      14

                    
	
                      Section 4.04.

                    	
                      Notice
      of Certain Events

                    	
                      14

                    
	 
      	 
      	 
      
	
                      ARTICLE V       
      SUCCESSORS

                    	
                      14

                    
	
                      Section 5.01.

                    	
                      When
      the Company May Merge, etc

                    	
                      14

                    


            

          

        

      

    

    


    
      
        
           


        

        
          - i
-

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  Section 5.02.

                	
                  Successor
      Corporation Substituted

                	
                  15

                
	 
      	 
      	 
      
	
                  ARTICLE VI     
      DEFAULTS AND REMEDIES

                	
                  15

                
	
                  Section 6.01.

                	
                  Events
      of Default.

                	
                  15

                
	
                  Section 6.02.

                	
                  Acceleration.

                	
                  16

                
	
                  Section 6.03.

                	
                  Other
      Remedies.

                	
                  17

                
	
                  Section 6.04.

                	
                  Waiver
      of Past Defaults

                	
                  17

                
	
                  Section 6.05.

                	
                  Control
      by Majority

                	
                  17

                
	
                  Section 6.06.

                	
                  Limitation
      on Suits.

                	
                  17

                
	
                  Section 6.07.

                	
                  Rights
      of Holders To Receive Payment

                	
                  18

                
	
                  Section 6.08.

                	
                  Priorities

                	
                  18

                
	
                  Section 6.09.

                	
                  Undertaking
      for Costs

                	
                  18

                
	
                  Section 6.10.

                	
                  Proof
      of Claim

                	
                  19

                
	
                  Section 6.11.

                	
                  Actions
      of a Holder

                	
                  19

                
	 
      	 
      	 
      
	
                  ARTICLE VII    
      TRUSTEE

                	
                  19

                
	
                  Section 7.01.

                	
                  Duties
      of Trustee.

                	
                  19

                
	
                  Section 7.02.

                	
                  Rights
      of Trustee.

                	
                  20

                
	
                  Section 7.03.

                	
                  Individual
      Rights of Trustee; Disqualification

                	
                  21

                
	
                  Section 7.04.

                	
                  Trustee's
      Disclaimer

                	
                  21

                
	
                  Section 7.05.

                	
                  Notice
      of Defaults

                	
                  21

                
	
                  Section 7.06.

                	
                  Reports
      by Trustee to Holders

                	
                  22

                
	
                  Section 7.07.

                	
                  Compensation
      and Indemnity.

                	
                  22

                
	
                  Section 7.08.

                	
                  Replacement
      of Trustee.

                	
                  23

                
	
                  Section 7.09.

                	
                  Successor
      Trustee by Merger, etc

                	
                  23

                
	
                  Section 7.10.

                	
                  Eligibility

                	
                  24

                
	
                  Section 7.11.

                	
                  Preferential
      Collection of Claims Against the Company

                	
                  24

                
	 
      	 
      	 
      
	
                  ARTICLE VIII   
      SATISFACTION AND DISCHARGE

                	
                  24

                
	
                  Section 8.01.

                	
                  Satisfaction
      and Discharge of Indenture.

                	
                  24

                
	
                  Section 8.02.

                	
                  Application
      of Trust Funds

                	
                  25

                
	
                  Section 8.03.

                	
                  Reinstatement

                	
                  25

                
	
                  Section 8.04.

                	
                  Repayment
      to the Company.

                	
                  25

                
	 
      	 
      	 
      
	
                  ARTICLE IX     
      AMENDMENTS

                	
                  26

                
	
                  Section 9.01.

                	
                  Without
      Consent of Holders

                	
                  26

                
	
                  Section 9.02.

                	
                  With
      Consent of Holders.

                	
                  26

                
	
                  Section 9.03.

                	
                  Compliance
      with Trust Indenture Act and Section 12.03

                	
                  27

                
	
                  Section 9.04.

                	
                  Revocation
      and Effect of Consents and Waivers

                	
                  27

                
	
                  Section 9.05.

                	
                  Notice
      of Amendment; Notation on or Exchange of Debentures.

                	
                  27

                
	
                  Section 9.06.

                	
                  Trustee
      Protected

                	
                  27

                
	 
      	 
      	 
      
	
                  ARTICLE X       SUBORDINATION

                	
                  28

                
	
                  Section 10.01.

                	
                  Debentures
      Subordinated to Senior Debt.

                	
                  28

                
	
                  Section 10.02.

                	
                  Debentures
      Subordinated in Any Proceeding

                	
                  28

                
	
                  Section 10.03.

                	
                  No
      Payment on Debentures in Certain Circumstances.

                	
                  28

                
	
                  Section 10.04.

                	
                  Subrogation

                	
                  29

                


        

      

    

    


    
      
        
           


        

        
          - ii
-

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  Section 10.05.

                	
                  Obligations
      of the Company Unconditional

                	
                  29

                
	
                  Section 10.06.

                	
                  Trustee
      and Paying Agents Entitled to Assume Payments Not Prohibited in Absence of
      Notice

                	
                  30

                
	
                  Section 10.07.

                	
                  Satisfaction
      and Discharge

                	
                  30

                
	
                  Section 10.08.

                	
                  Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of
      Senior Debt

                	
                  30

                
	
                  Section 10.09.

                	
                  Right
      to Hold Senior Debt

                	
                  30

                
	
                  Section 10.10.

                	
                  No
      Fiduciary Duty of Trustee or Holders to Holders of Senior
    Debt

                	
                  30

                
	
                  Section 10.11.

                	
                  Distribution
      to Holders of Senior Debt

                	
                  31

                
	
                  Section 10.12.

                	
                  Trustee's
      Rights to Compensation, Reimbursement of Expenses and
      Indemnification

                	
                  31

                
	
                  Section 10.13.

                	
                  Exception
      for Certain Distributions

                	
                  31

                
	
                  Section 10.14.

                	
                  Certain
      Definitions

                	
                  31

                
	 
      	 
      	 
      
	
                  ARTICLE XI     
      MISCELLANEOUS

                	
                  31

                
	
                  Section 11.01.

                	
                  Notices

                	
                  31

                
	
                  Section 11.02.

                	
                  Communication
      by Holders with Other Holders

                	
                  32

                
	
                  Section 11.03.

                	
                  Certificate
      and Opinion as to Conditions Precedent

                	
                  32

                
	
                  Section 11.04.

                	
                  Statements
      Required in Certificate or Opinion

                	
                  32

                
	
                  Section 11.05.

                	
                  Rules
      by Trustee and Agents

                	
                  32

                
	
                  Section 11.06.

                	
                  Legal
      Holidays

                	
                  32

                
	
                  Section 11.07.

                	
                  No
      Recourse Against Others

                	
                  33

                
	
                  Section 11.08.

                	
                  Duplicate
      Originals

                	
                  33

                
	
                  Section 11.09.

                	
                  Variable
      Provisions.

                	
                  33

                
	
                  Section 11.10.

                	
                  Governing
      Law

                	
                  34

                
	
                  Section 11.11.

                	
                  Waiver
      of Jury Trial

                	
                  34

                
	
                  Section 11.12.

                	
                  Force
      Majeure

                	
                  34

                
	
                  Section 11.13.

                	
                  USA
      PATRIOT Act

                	
                  34

                
	 
      	 
      	 
      
	
                  EXHIBIT A (FACE
      OF DEBENTURE ) 

                	
                  A-1

                
	 
      	 
      
	
                  EXHIBIT B (FORM OF INCUMBENCY CERTIFICATE) 

                	
                  B-1

                


        

      

    

    


    
      
        
           


        

        
          - iii
-

          
            

          

        

        
           


        

      

    

    


    CROSS-REFERENCE
TABLE

     

    
      
        
          
            
              	
                      TIA
      Section

                    	 
      	 
      	
                      Indenture
      Section

                    
	
                      310(a)(1)

                    	 
      	
                      7.10

                    
	
                            (a)(2)

                    	 
      	
                      7.10

                    
	
                            (a)(3)

                    	 
      	
                      N.A.

                    
	
                            (a)(4)

                    	 
      	
                      N.A.

                    
	
                            (a)(5)

                    	 
      	
                      N.A.

                    
	
                            (b)

                    	 
      	
                      7.08;
      7.10

                    
	
                            (c)

                    	 
      	
                      7.08

                    
	
                      311(a)

                    	 
      	
                      7.11

                    
	
                            (b)

                    	 
      	
                      7.11

                    
	
                            (c)

                    	 
      	
                      N.A.

                    
	
                      312(a)

                    	 
      	
                      2.05

                    
	
                            (b)

                    	 
      	
                      11.02

                    
	
                            (c)

                    	 
      	
                      N.A.

                    
	
                      313(a)

                    	 
      	
                      7.05

                    
	
                            (b)(1)

                    	 
      	
                      N.A.

                    
	
                            (b)(2)

                    	 
      	
                      7.05

                    
	
                            (c)

                    	 
      	
                      7.05

                    
	
                            (d)

                    	 
      	
                      7.05

                    
	
                      314(a)(1)

                    	 
      	
                      4.02

                    
	
                            (a)(2)

                    	 
      	
                      4.02;
      11.01

                    
	
                            (a)(3)

                    	 
      	
                      4.02

                    
	
                            (a)(4)

                    	 
      	
                      4.03

                    
	
                            (b)

                    	 
      	
                      N.A.

                    
	
                            (c)

                    	 
      	
                      2.02;
      7.02(b); 8.01(a)(3)

                    
	
                            (c)(1)

                    	 
      	
                      2.02;
      7.02(b); 8.01(a)(3)

                    
	
                            (c)(2)

                    	 
      	
                      2.02;
      7.02(b); 8.01(a)(3)

                    
	
                            (c)(3)

                    	 
      	
                      N.A.

                    
	
                            (d)

                    	 
      	
                      N.A.

                    
	
                            (e)

                    	 
      	
                      4.03;
      11.04

                    
	
                            (f)

                    	 
      	
                      4.03

                    
	
                      315(a)(1)

                    	 
      	
                      6.05;
      7.01(b)(1)

                    
	
                            (a)(2)

                    	 
      	
                      7.01(b)(1)

                    
	
                            (b)

                    	 
      	
                      7.05;
      11.01

                    
	
                            (c)

                    	 
      	
                      7.01(a)

                    
	
                            (d)(1)

                    	 
      	
                      7.01(b)

                    
	
                            (d)(2)

                    	 
      	
                      7.01(c)(2)

                    
	
                            (d)(3)

                    	 
      	
                      6.05;
      7.01(c)(2)

                    
	
                            (e)

                    	 
      	
                      6.09

                    
	
                      316(a)
      (last sentence)

                    	 
      	
                      2.09

                    
	
                            (a)(1)(A)

                    	 
      	
                      6.05

                    
	
                            (a)(1)(B)

                    	 
      	
                      6.04

                    
	
                            (a)(2)

                    	 
      	
                      N.A.

                    
	
                            (b)

                    	 
      	
                      6.07

                    


            

          

        

      

    

     

    
      
        
           


        

        
          - iv
-

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                        (c)

                	 
      	
                  9.04

                
	
                  317(a)(1)

                	 
      	
                  6.03

                
	
                        (a)(2)

                	 
      	
                  6.10

                
	
                        (b)

                	 
      	
                  2.04

                
	
                  318(a)

                	 
      	
                  1.04

                


        

      

    

     

    N.A.
means not applicable.

    


    Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.

    


    
      
        
           


        

        
          - v
-

          
            

          

        

        
           


        

      

    

    


    INDENTURE
dated as of ______________________, 2009, between GERMAN AMERICAN BANCORP, INC.,
an Indiana corporation (" Company "), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee ("
Trustee
").

    


    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Company's 8% Redeemable Subordinated
Debentures Due 2019 (" Debentures
"):

    


    ARTICLE
I

    DEFINITIONS AND RULES OF
CONSTRUCTION,

    APPLICABILITY OF THE TRUST
INDENTURE ACT

    


    Section
1.01.         
Definitions
..

    


    " Affiliate ."  Any
Person controlling or controlled by or under common control with the referenced
Person.  " Control " for this
definition means the power to direct the management and policies of a Person,
directly or indirectly, whether through the ownership of voting securities, by
contract, or otherwise.  The terms "controlling" and "controlled" have
meanings correlative to the foregoing.

    


    " Agent ."  Any
Registrar or Paying Agent.

    


    " Applicable Procedures.
"  With respect to any transfer or exchange of or for beneficial
interests in any global Debenture, the rules and procedures of the Depositary,
Euroclear and Clearstream that apply to such transfer or exchange.

    


    " Bank. "  German
American Bancorp, the Company's wholly-owned Indiana bank subsidiary (and its
successors).

    


    " Board ."  The Board
of Directors of the Person or any officer or committee thereof authorized to act
for such Board.

    


    " Business Day ."  A
day that is not a Legal Holiday.

    


    " Clearstream
.."  Clearstream Banking, S.A.

    


    " the Company ."  The
party named as such above until a successor which duly assumes the obligations
upon the Debentures and under the Indenture replaces it and thereafter means the
successor.

    


    " Debentures ."  The
Debentures described above issued under this Indenture.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    " Debt " means, with respect to
any Person, (i) any obligation of such Person to pay the principal of,
premium of, if any, interest on (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company, whether or not a claim for such post-petition interest is allowed in
such proceeding), penalties, reimbursement or indemnification amounts, fees,
expenses or other amounts relating to any indebtedness, and any other liability,
contingent or otherwise, of such Person (A) for borrowed money (including
instances where the recourse of the lender is to the whole of the assets of such
Person or to a portion thereof), (B) evidenced by a note, debenture or
similar instrument (including a purchase money obligation) including securities,
(C) for any letter of credit or performance bond in favor of such Person,
or (D) for the payment of money relating to a capitalized lease obligation;
(ii) any liability of others of the kind described in the preceding clause
(i), which the Person has guaranteed or which is otherwise its legal liability;
(iii) any obligation of the type described in clauses (i) and
(ii) secured by a lien to which the property or assets of such Person are
subject, whether or not the obligations secured thereby shall have been assumed
by or shall otherwise be such Person's legal liability; and (iv) any and
all deferrals, renewals, extensions and refunding of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (i), (ii) or (iii).

    


    " Default ."  Any
event which is, or after notice or passage of time would be, an Event of
Default.

    


    " Depositary. "  With
respect to the Debentures issuable or issued in whole or in part in global form,
the person specified in Section 2.11 hereof
as the Depositary with respect to the Debentures , and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

    


    " Euroclear.
"  Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

    


    " Exchange Act
.."  The Securities Exchange Act of 1934, as amended.

    


    " FDIC ."  The
Federal Deposit Insurance Corporation.

    


    " FRB ."  The Federal
Reserve Board of Governors.

    


    " Holder ."  A Person
in whose name a Debenture is registered.

    


    " Indenture ."  This
Indenture as amended from time to time, including the terms of the Debentures
and any amendments.

    


    " Maximum Principal Amount.
"  _______ Million Dollars and No Cents ($__,000,000.00).

    


    " Maturity Date
.."  March 30, 2019.

    


    " Officers' Certificate
.."  A certificate signed by two Officers, one of whom must be the
Chief Executive Officers, a President, the Treasurer, the Chief Financial
Officer or a Vice-President of the Company.

    


    " Opinion of Counsel
.."  Written opinion from legal counsel who is acceptable to the
Trustee.

    


    " Person ."  Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.

    


    
      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

    

    


    " Principal " of a Debenture
means the principal of the Debenture plus the premium, if any, on the Debenture
which is due or overdue or is to become due at the relevant time.

    


    " Proceeding ."  A
liquidation, dissolution, bankruptcy, insolvency, reorganization, receivership
or similar proceeding under Bankruptcy Law, an assignment for the benefit of
creditors, any marshalling of assets or liabilities, or winding up or
dissolution, but shall not include any transaction permitted by and made in
compliance with Article V
..

    


    " Representative
.."  The indenture trustee or other trustee, agent or representative
for an issue of Senior Debt.

    


    " SEC ."  The U.S.
Securities and Exchange Commission.

    


    " Securities Act
.."  The Securities Act of 1933, as amended.

    


    " Senior Debt ."  All
Debt of the Company of whatever kind, whenever incurred, and as outstanding at
any time, including all claims of general creditors of the Company (which shall
expressly exclude all indebtedness incurred in connection with, or relating to,
any trust preferred securities caused to be issued by, or reflected in the
consolidated financial statements of, the Company, but shall expressly include
all senior indebtedness of the Company for borrowed money, similar obligations
arising from off-balance sheet guarantees and direct credit substitutes, and
obligations associated with derivative products such as interest rate and
foreign exchange contracts, commodity contracts, and similar arrangements), but
excluding any
debt incurred in connection with this Indenture.

    


    " TIA ."  The Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect
on the date of this Indenture, except as provided in Sections 1.04 and
9.03
..

    


    " Trust Officer
.."  Any officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters or to whom a matter concerning
the Indenture may be referred.

    


    " Trustee ."  The
party named as such above until a successor replaces it and thereafter means the
successor.

    


    " U.S. Government Obligations
.."  Securities that are direct, noncallable, nonredeemable obligations
of, or noncallable, nonredeemable obligations guaranteed by, the United States
for the timely payment of which obligation or guarantee the full faith and
credit of the United States is pledged, or funds consisting solely of such
securities, including funds managed by the Trustee or one of its Affiliates
(including such funds for which it or its Affiliates receives fees in connection
with such management).

    


    
      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

    

    


    Section
1.02.         
Other
Definitions .

     

    
      
        
          
            
              	
                      Term

                    	 
      	
                      Defined in Section

                    
	
                      "
      Bankruptcy Law
      "

                    	 
      	
                      Section
      6.01

                    
	
                      "
      Code Provision
      "

                    	 
      	
                      Section
      6.01

                    
	
                      "
      Defaulted
      Interest "

                    	 
      	
                      Section
      2.13

                    
	
                      "
      Distribution
      "

                    	 
      	
                      Section
      10.14

                    
	
                      "
      Event of Default
      "

                    	 
      	
                      Section
      6.01

                    
	
                      "
      Indirect
      Participant "

                    	 
      	
                      Section
      2.11

                    
	
                      "
      Legal Holiday
      "

                    	 
      	
                      Section
      11.06

                    
	
                      "
      Notice
      "

                    	 
      	
                      Section
      11.01

                    
	
                      "
      Officer
      "

                    	 
      	
                      Section
      11.09

                    
	
                      "
      Participant
      "

                    	 
      	
                      Section
      2.11

                    
	
                      "
      Paying Agent
      "

                    	 
      	
                      Section
      2.03

                    
	
                      "
      Payment Blockage
      Period "

                    	 
      	
                      Section
      10.14

                    
	
                      "
      Proceeding
      "

                    	 
      	
                      Section
      1.01

                    
	
                      "
      Registrar
      "

                    	 
      	
                      Section
      2.03

                    
	
                      "
      Senior Debt Default
      Notice "

                    	 
      	
                      Section
      10.14

                    
	
                      "
      Senior Debt Payment
      Default "

                    	 
      	
                      Section
      10.14

                    


            

          

        

      

    

    


    Section
1.03.         
Rules of
Construction .  Unless the context otherwise
requires:

    


    (a)           a
term defined in Section 1.01 or 1.02 has the meaning
assigned to it therein, and terms defined in the TIA have the meanings assigned
to them in the TIA;

    


    (b)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles in the United
States;

    


    (c)           "or"
is not exclusive;

    


    (d)           words
in the singular include the plural, and words in the plural include the
singular;

    


    (e)           provisions
apply to successive events and transactions;

    


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

    


    (g)           "including"
means including without limitation.

    


    Section
1.04.        
Trust
Indenture Act .  The provisions of TIA Sections 310 through 317
that impose duties on any Person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture upon and so long as the Indenture and Debentures are
subject to the TIA.  If any provision of this Indenture limits,
qualifies or conflicts with such duties, such imposed duties shall
control.  If a provision of the TIA requires or permits a provision of
this Indenture and the TIA provision is amended, then the Indenture provision
shall be automatically amended to like effect.

    


    
      
        
           


        

        
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    ARTICLE
II

    THE
DEBENTURES

    


    Section
2.01.        Form and
Dating .  The Debentures and the certificate of authentication
shall be substantially in the form of Exhibit A ,
which is hereby incorporated in and expressly made a part of this
Indenture.  Each Debenture shall bear the following
legend:  "THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY." The
Debentures may also have notations, legends or endorsements required by Section 2.11 , law,
stock exchange rule, automated quotation system, agreements to which the Company
is subject, or usage.  Each Debenture shall be dated the date of its
authentication.

    


    Section
2.02.        Execution
and Authentication .  Two Officers shall sign the Debentures
for the Company by manual or facsimile signature.  If an Officer whose
signature is on a Debenture no longer holds that office at the time the
Debenture is authenticated, the Debenture is still valid.  A Debenture
shall not be valid until an authorized signatory of the Trustee signs the
certificate of authentication on the Debenture.  The signature shall
be conclusive evidence that the Debenture has been authenticated under this
Indenture.  The Trustee shall authenticate Debentures for original
issue up to the amount stated in paragraph 4 of Exhibit A in
accordance with an Officers' Certificate of the Company.

    


    The
aggregate principal amount of Debentures outstanding at any time may not exceed
the Maximum Principal Amount except as provided in Section 2.07
..  The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Debentures.  An authenticating agent may
authenticate Debentures whenever the Trustee may do so.  Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An authenticating agent has the same
rights as an Agent to deal with the Company or an Affiliate.

    


    Section
2.03.        Agents
..  The Company shall maintain an office or agency where Debentures may
be presented for registration of transfer or for exchange (" Registrar ") and
where Debentures may be presented for payment (" Paying Agent
").  Whenever the Company must issue or deliver Debentures pursuant to
this Indenture, the Trustee shall authenticate the Debentures at the Company's
request.  The Registrar shall keep a register of the Debentures and of
their transfer and exchange.

    


    The
Company may appoint more than one Registrar or Paying Agent.  The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture.  If the Company does not appoint another
Registrar or Paying Agent, the Trustee shall act as such.

    


    Section
2.04.        Paying
Agent To Hold Money in Trust .  On or prior to 10:00 a.m., New
York City time, on   each due date of the
Principal and interest on any Debenture, the Company shall deposit with the
Paying Agent a sum sufficient to pay such Principal and interest when so
becoming due.  The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent will hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of the Principal of or interest on the Debentures, will notify the
Trustee of any deficiency by the Company in making any such payment, and will
comply with Article
X .  While any such deficiency continues, the Trustee may
require a Paying Agent to pay all money held by it to the
Trustee.  The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by
the Paying Agent.  Upon complying with this Section, the Paying Agent
shall have no further liability for the money delivered to the
Trustee.  If the Company or any Affiliate acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund.

    


    
      
        
           


        

        
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    Section
2.05.        Holder
Lists .  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders.  If the Trustee is not the Registrar, the
Registrar shall furnish to the Trustee, in writing at least 10 Business Days
before each interest payment date and at such other times as the Trustee may
request, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders.

    


    Section
2.06.         Transfer
and Exchange .

    


    The
Debentures shall be issued in registered form and shall be transferable only
upon surrender of a Debenture for registration of transfer.  When a
Debenture is presented to the Registrar with a request to register a transfer or
to exchange them for an equal principal amount of Debentures of other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met and the Debenture has not been
redeemed.  The Company may charge a reasonable fee for any
registration of transfer or exchange (including for any tax or governmental
charge) but not for any exchange pursuant to Sections 2.10 , 3.07 or 9.05 .  All
Debentures presented or surrendered for exchange or registration of transfer, as
provided in this Section 2.06 , shall
be accompanied (if so required by the Company or the Debenture Registrar) by a
written instrument or instruments of transfer, in form satisfactory to the
Company or the Debenture Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney.

    


    All
Debentures issued upon any transfer or exchange pursuant to the terms of this
Indenture will evidence the same debt and will be entitled to the same benefits
under this Indenture as the Debentures surrendered upon such transfer or
exchange.

    


    Neither
the Trustee nor the Registrar shall be responsible for ascertaining whether any
transfer hereunder complies with the registration provisions of or any
exemptions from the Securities Act, applicable state securities laws or the
applicable laws of any other jurisdiction, the Employee Retirement Income
Security Act of 1974, as amended, the Internal Revenue Code or the Investment
the Company Act of 1940, as amended; provided , that if a
certificate is specifically required by the express terms of this Section 2.06 to be
delivered to the Trustee or the Registrar by a holder or transferee of a
Debenture, the Trustee and the Registrar shall be under a duty to receive and
examine the same to determine whether or not the certificate substantially
conforms on its face to the requirements of this Indenture and shall promptly
notify the party delivering the same if such certificate does not comply with
such terms.

    


    Section
2.07.        Replacement
Debentures .  If the Holder of a Debenture claims that the
Debenture has been lost, destroyed or wrongfully taken, then, in the absence of
notice to the Company that the Debenture has been acquired by a protected
purchaser, the Company shall issue a replacement Debenture.  An
indemnity bond must be provided which is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee and the Agents from
any loss which any of them may suffer if a Debenture is replaced.  The
Company or the Trustee may charge the Holder for its expenses in replacing a
Debenture.  Every replacement Debenture is an additional obligation of
the Company.

    


    
      
        
           


        

        
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      Section
2.08.        Outstanding
Debentures .

       

      (a)           Debentures
outstanding at any time are all Debentures authenticated by the Trustee except
for those canceled by the Registrar, those delivered to it for cancellation and
those described in this Section as not outstanding.  A Debenture does
not cease to be outstanding because the Company or an Affiliate holds the
Debenture.

       

      (b)           If
a Debenture is replaced pursuant to Section 2.07 , it
ceases to be outstanding unless the Company receives proof satisfactory to it
that the replaced Debenture is held by a protected purchaser.

       

      (c)           If
Debentures are considered paid under Section 4.01 , they
cease to be outstanding and interest on them ceases to accrue.

       

      Section
2.09.       Treasury
Debentures Disregarded for Certain Purposes .  In determining
whether the Holders of the required Principal amount of Debentures have
concurred in any direction, waiver or consent, Debentures owned by the Company
or an Affiliate shall be disregarded and deemed not to be outstanding, except
that, for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Debentures which a Trust
Officer of the Trustee actually knows are so owned shall be so
disregarded.  Debentures so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right to deliver any such direction, waiver or consent
with respect to the Debentures and that the pledgee is not the Company or any
other obligor upon the Debentures or any Affiliate of the Company or of such
other obligor.

       

      Section
2.10.        Temporary
Debentures .  Until definitive Debentures are ready for
delivery, the Company may use temporary Debentures.  Temporary
Debentures shall be substantially in the form of definitive Debentures but may
have variations that the Company considers appropriate for temporary
Debentures.  Without unreasonable delay, the Company shall deliver
definitive Debentures in exchange for temporary Debentures.

       

      Section 2.11.
       Global Debentures
..

       

      (a)           The
Company may issue some or all of the Debentures in temporary or permanent global
form.  The Company may issue a global Debenture only to a
Depositary.  A Depositary may transfer a global Debenture only to its
nominee or to a successor Depositary.  A global Debenture shall
represent the amount of Debentures specified in the global
Debenture.  A global Debenture may have variations that the Depositary
requires or that the Company considers appropriate for such a
security.

       

      (b)           A
global Debenture may not be transferred except as a whole by the depositary to a
nominee of the depositary, by a nominee of the depositary to the depositary or
to another nominee of the depositary, or by the depositary or any such nominee
to a successor depositary or a nominee of such successor
depositary.

       

      
        
           


        

        
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        (c)           Beneficial
owners of part or all of a global Debenture are subject to the rules of the
Depositary as in effect from time to time.

         

        (d)           The
transfer and exchange of beneficial interests in the Global Debentures will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures.  Beneficial interests in the
Global Debentures will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities
Act.  Transfers of beneficial interests in the Global Debentures also
will require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

         

        
          	
                   
      

                	
                  (1)

                	
                  Transfer
      of Beneficial Interests in the Same Global Debenture .  Beneficial
      interests in any Global Debenture may be transferred to persons who take
      delivery thereof in the form of a beneficial interest in the same global
      Debenture.  No written orders or instructions shall be required
      to be delivered to the Registrar to effect the transfers described in this
      Section
      2.11(d)(1)
      .

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Debentures .   In connection with
      all transfers and exchanges of beneficial interests that are not subject
      to Section
      2.11(d)(1) above,
      the transferor of such beneficial interest must deliver to the Registrar
      either:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  both:

                


        

        


        (i)           a
written order from a person who holds a beneficial interest in a global
Debenture directly (a " Participant ") or
indirectly (an " Indirect Participant
") given to the depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest
in another global Debenture in an amount equal to the beneficial interest to be
transferred or exchanged; and

         

        (ii)           instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase;
or

        


        
          	
                   
      

                	
                  (B)

                	
                  both:

                


        

        


        (i)           a
written order from a Participant or an Indirect Participant given to the
Depositary and Trustee in accordance with the Applicable Procedures directing
the Depositary and Trustee to cause to be issued a Debenture in registered form
in an amount equal to the beneficial interest to be transferred or exchanged;
and

         

        (ii)           instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Debenture in registered form shall be registered to
effect the transfer or exchange referred to in (i) above.

      


      
        
           


        

        
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      (C)           if
the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that
such exchange or transfer is in compliance with the Securities Act.

       

      (3)           
Transfer or Exchange
of Beneficial Interests for Debentures in registered forms .   If any holder
of a beneficial interest in a global Debenture proposes to exchange such
beneficial interest for a Debenture in registered form or to transfer such
beneficial interest to a person who takes delivery thereof in the form of a
Debenture in registered form, then, following the receipt of such documentation
from the Participant or Indirect Participant required by the Applicable
Procedures, the Trustee shall cause the aggregate principal amount of the
applicable global Debenture to be reduced accordingly pursuant to Section 2.11 hereof,
and the Company shall execute and the Trustee shall authenticate and deliver to
the person designated in the instructions a Debenture in registered form in the
appropriate principal amount.  Any Debenture in registered form issued
in exchange for a beneficial interest in a global Debenture pursuant to this
Section 2.11(3)
shall be registered in such name or names and in such authorized denomination or
authorized denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant.  The Trustee shall deliver such
Debenture in registered forms to the persons in whose names such Debentures are
so registered.

       

      (4)           
Transfer and Exchange
of Debenture in registered form for Beneficial Interests .   If any Holder
of a Debenture in registered form proposes to exchange such Debenture for a
beneficial interest in a global Debenture or to transfer such Debenture in
registered form to a person who takes delivery thereof in the form of a
beneficial interest in a global Debenture, then, following the receipt of such
documentation from the Holder required by the Applicable Procedures, the Trustee
will cancel the Debenture in registered form and increase or cause to be
increased the aggregate principal amount of the appropriate global
Debenture.

       

      (5)           All
global Debentures will be exchanged by the Company for Debentures in registered
form if:

       

      (A)           the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary; or

       

      (B)           the
Company in its sole discretion determines that the global Debentures (in whole
but not in part) should be exchanged for registered Debentures and delivers a
written notice to such effect to the Trustee; or


      
        
           


        

        
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      (C)           there
has occurred and is continuing a Default or Event of Default with respect to the
Debentures.

       

      Upon the
occurrence of either of the preceding events in (A) or (B) above, Debentures in
registered form shall be issued in such names as the Depositary shall instruct
the Trustee.  Global Debentures also may be exchanged or replaced, in
whole or in part, as provided in Section 2.06 and
Section 2.07
hereof.  Every Debenture authenticated and delivered in exchange for,
or in lieu of, a global Debenture or any portion thereof, pursuant to this Section 2.11 or Section 2.06 or Section 2.07 hereof,
shall be authenticated and delivered in the form of, and shall be, a global
Debenture.  A global Debenture may not be exchanged for another
Debenture other than as provided in this Section 2.11
..

       

      (e)           The
Company, the Trustee and the Agents shall not be responsible for any acts or
omissions of a Depositary, for any Depositary records of beneficial ownership
interests or for any transactions between the Depositary and beneficial
owners.

       

      (f)           Any
global Debenture shall bear the following legend (in addition to any other
required legend):

       

      "THIS
GLOBAL DEBENTURE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS DEBENTURE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL DEBENTURE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.11 OF THE
INDENTURE, (3) THIS GLOBAL DEBENTURE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL
DEBENTURE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.

       

      UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN REGISTERED FORM,
THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  
[UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE 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.]”


      
        
           


        

        
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      Section
2.12.        Cancellation
..  The Company at any time may deliver Debentures to the Trustee for
cancellation.  The Paying Agent, if not the Trustee, shall forward to
the Trustee any Debentures surrendered to it for payment.  The Trustee
shall cancel all Debentures surrendered for registration of transfer, exchange,
payment or cancellation and shall dispose of canceled Debentures according to
its standard procedures.  The Company may not issue new Debentures to
replace Debentures that it has paid or which have been delivered to the Trustee
for cancellation.

       

      Section
2.13.        Defaulted
Interest .  If the Company defaults in a payment of interest on
the Debentures (" Defaulted Interest ")
such Defaulted Interest shall cease to be payable to the Holder on the relevant
record date and shall be paid by the Company, at its election, under either (a)
or (b) below:

       

      (a)           The
Company may pay the Defaulted Interest together with interest thereon to the
Persons which are Holders on a subsequent special record date.  The
Company shall notify the Trustee of the amount of Defaulted Interest together
with interest thereon to be paid and pay over such amount to the
Trustee.  The Trustee shall then fix a special record date and at the
Company's expense shall notify Holders not less than 10 days prior to such
special record date of the proposed payment, of the special record date, and of
the payment date.

       

      (b)           The
Company may make payment of Defaulted Interest together with interest thereon in
any lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Debentures may be listed or
designated for issuance.  The Company shall give prompt notice to the
Trustee and Holders that it intends to make payment pursuant to this Section 2.13(b) and
of the special record date of the proposed payment, and of the payment
date.

       

      Section
2.14.        CUSIP
Numbers .  The Company in issuing Debentures may use CUSIP
numbers (if then generally in use) and, if so, the Trustee shall use CUSIP
numbers in notices of redemption as a convenience to Holders; provided , that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Debentures or as contained in any notice
of redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company shall as
promptly as practicable notify the Trustee in writing of any change in the CUSIP
numbers.


      
        
           


        

        
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      ARTICLE
III

      REDEMPTION

       

      Section
3.01.       General
..  Notwithstanding anything to the contrary herein, no Debentures may
be redeemed as of any redemption date that occurs before March 30,
2012.   The Company may, at its option, redeem the Debentures, in
whole or in part, as of any redemption date that occurs on or after March 30,
2012, subject to prior consultation with the FRB and compliance with Article III
of  this Indenture, at a redemption price equal to 100% of the
principal amount of the Debentures to be redeemed.

       

      Section
3.02.        Notice to
Trustee .

       

      (a)           If
Debentures are to be redeemed, the Company shall, at least 45 days before the
redemption date (or such other time as the Trustee shall agree), notify the
Trustee of the redemption date, the Principal amount of Debentures to be
redeemed and the provision of the Debentures permitting or requiring the
redemption.

       

      (b)           The
Company may reduce the Principal amount of Debentures if it notifies the Trustee
of the amount of the credit and the basis for it by delivery of an Officers'
Certificate.  If the reduction is based on a credit for redeemed or
canceled Debentures that the Company has not previously delivered to the Trustee
for cancellation, the Company shall deliver such Debentures to the Registrar
before the selection of securities to be redeemed.

       

      (c)           The
Company shall give each notice provided for in this Section at least 30 days
before the redemption date unless a shorter period is satisfactory to the
Trustee.  If fewer than all the Debentures are to be redeemed, the
record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall be not less than 15 days prior to
the redemption date.

       

      Section
3.03.        Selection
of Debentures To Be Redeemed .  If less than all the Debentures
are to be redeemed, subject to any conditions at redemption imposed by the FRB,
the Trustee shall select the Debentures to be redeemed by a method that complies
with the requirements, if any, of any stock exchange on which the Debentures are
listed and that the Trustee considers fair and appropriate, which may include
selection pro rata or by lot.  The Trustee shall make the selection
from Debentures outstanding not previously called for redemption.  The
Trustee may select for redemption portions of the Principal of Debentures that
have denominations larger than $10,000.00.  Debentures and portions
thereof selected by the Trustee shall be in amounts of $10,000.00 or integral
multiples of $10,000.00.  Provisions of this Indenture that apply to
Debentures called for redemption also apply to portions of Debentures called for
redemption.


      
        
           


        

        
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      Section
3.04.        Notice of
Redemption .  At least 30 days but not more than 60 days before
a redemption date, the Company shall mail a notice of redemption to each Holder
whose Debentures are to be redeemed.  The notice shall state that it
is a notice of redemption, identify the Debentures to be redeemed and shall
state:

       

      (1)           the
redemption date;

       

      (2)           the
redemption price;

       

      (3)           the
name and address of the Paying Agent;

       

      (4)           that
Debentures called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

       

      (5)           that,
unless the Company defaults in making such redemption payment or the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest on Debentures (or portion thereof) called for redemption
ceases to accrue on and after the redemption date; and

       

      (6)           list
the CUSIP number of the Debentures and state that no representation is made as
to the correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Debentures.

       

      At the
Company's written request, the Trustee shall give the notice of redemption in
the Company's name and at its expense.

       

      Section
3.05.        Effect of
Notice of Redemption .  Once notice of redemption is sent,
Debentures called for redemption become due and payable on the redemption date
at the redemption price.  Upon surrender to the Paying Agent, such
Debentures shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date.  Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

       

      Section
3.06.        Deposit
of Redemption Price; Accrual of Interest .

       

      (a)           On
or before 10:00 a.m.   New York City time, on
the redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or any Affiliate is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of, and accrued interest on, all
Debentures to be redeemed on that date other than Debentures or portions of
Debentures called for redemption which have been delivered by the Company to the
Registrar for cancellation.

       

      (b)           Unless
the Company shall default in the payment of Debentures (and accrued interest)
called for redemption, interest on such Debentures shall cease to accrue after
the redemption date.

       

      Section
3.07.        Debentures
Redeemed in Part .  Upon surrender of a Debenture that is
redeemed in part, the Company shall deliver to the Holder (at the Company's
expense) a new Debenture equal in Principal amount to the unredeemed portion of
the Debenture surrendered.


      
        
           


        

        
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      Section
3.08.        No
Sinking Fund .  The Debentures are not entitled to the benefit
of any sinking fund.

       

      ARTICLE
IV

      COVENANTS

       

      Section
4.01.        Payment
of Debentures .  The Company shall pay the Principal of and
interest on the Debentures on the dates and in the manner provided in the
Debentures and this Indenture.  Principal and interest shall be
considered paid on the date due if the Paying Agent holds in accordance with
this Indenture on that date money sufficient to pay all Principal and interest
then due and the Paying Agent is not prohibited from paying such money to the
Holders on such date pursuant to the terms of this Indenture.  The
Company shall pay interest on overdue Principal at the rate borne by the
Debentures; it shall pay interest on overdue Defaulted Interest at the same rate
to the extent lawful.

       

      Section
4.02.        SEC
Reports .  The Company shall file with the Trustee within 15
days after it files them with the SEC copies of the annual reports and of the
information, documents and other reports which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.  The
Company will cause any quarterly and annual reports which it makes available to
its shareholders to be mailed to the Holders.  The Company will also
comply with the other provisions of TIA Section 314(a).  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 notice or
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

       

      Section
4.03.        Compliance
Certificate .  The Company shall deliver to the Trustee, within
105 days after the end of each fiscal year of the Company, a brief certificate
signed by the principal executive officer, principal financial officer or
principal accounting officer of the Company, as to the signer's knowledge of the
Company's compliance with all conditions and covenants contained in this
Indenture (determined without regard to any period of grace or requirement of
notice provided herein).

       

      Section
4.04.        Notice of
Certain Events .  The Company shall give prompt written notice
to the Trustee and any Paying Agent of (i) any Proceeding, (ii) any
Default or Event of Default, (iii) any cure or waiver of any Default or
Event of Default, (iv) any Senior Debt Payment Default or Senior Debt
Default Notice, and (v) if and when the Debentures are listed on any stock
exchange.

       

      ARTICLE
V

      SUCCESSORS

       

      Section
5.01.         When the
Company May Merge, etc .  The Company shall not consolidate or
merge with or into, or transfer all or substantially all of its assets to, any
Person unless:

       

      
        
           


        

        
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      (1)           either
the Company shall be the resulting or surviving entity or such Person is a
corporation organized and existing under the laws of the United States, a State
thereof or the District of Columbia;

       

      (2)           if
the Company is not the resulting or surviving entity, such Person assumes by
supplemental indenture all the obligations of the Company under the Debentures
and this Indenture; and

       

      (3)           immediately
before and immediately after the transaction no Default exists.

       

      The
Company shall deliver to the Trustee prior to the proposed transaction an
Officers' Certificate and an Opinion of Counsel, each of which shall state that
such consolidation, merger or transfer and such supplemental indenture comply
with this Article
V and that all conditions precedent herein provided for relating to such
transaction have been complied with.

       

      Section
5.02.        Successor
Corporation Substituted .  Upon any consolidation or merger, or
any transfer of all or substantially all of the assets of the Company in
accordance with Section 5.01 , the
successor corporation formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Debentures with the same effect as if such successor corporation had
been named as the Company herein and in the Debentures.  Thereafter
the obligations of the Company under the Debentures and Indenture shall
terminate except for (i) obligations the Company may have under a
supplemental indenture pursuant to Article IX , and
(ii) in the case of a transfer, the obligation to pay the Principal of and
interest on the Debentures.

       

      ARTICLE
VI

      DEFAULTS AND
REMEDIES

       

      Section
6.01.         Events of
Default .

       

      (a)           An
"Event of Default" occurs if:

       

      (1)           the
Company fails to pay interest on any Debenture when the same becomes due and
payable and such failure continues for a period of 30 days;

       

      (2)           the
Company fails to pay the Principal of any Debenture when the same becomes due
and payable at maturity, upon redemption or otherwise;

       

      (3)           the
Company fails to comply with any of its other agreements in the Debentures or
this Indenture and such failure continues for the period and after the notice
specified below;

       

      (4)           any
proceedings involving the Company or the Bank are commenced by or against the
Company or the Bank under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law or statute of
the federal government or any state government and, if such proceedings are
instituted against the Company or the Bank, the Company or the Bank (as the case
may be) by any action or failure to act indicates its approval of, consent to or
acquiescence therein, or an order shall have been entered approving the petition
in such proceedings and within 60 days after the entry thereof such order shall
not have been vacated or stayed on appeal or otherwise, or shall not otherwise
have ceased to continue in effect;



      
        
           


        

        
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      (5)           the
Company applies for, consents to or acquiesces in the appointment of a trustee,
receiver, conservator or liquidator for itself under Chapter 7 or
Chapter 11 of the Bankruptcy Code (the " Code Provisions "),
or in the absence of such application, consent or acquiescence, a trustee,
conservator, receiver or liquidator is appointed for the Company under the Code
Provisions, and is not discharged within 30 days, or any bankruptcy,
reorganization, debt arrangement or other proceeding or any dissolution,
liquidation, or conservatorship proceeding is instituted by or against the
Company under the Code Provisions, and if instituted against the Company, is
consented or acquiesced in by it or remains for 30 days undismissed, or if the
Company is enjoined, restrained or in any way prevented from conducting all or
any material part of its business under the Code Provisions; or

       

      (6)           the
Bank applies for, consents to or acquiesces in the appointment of a receiver for
itself, or in the absence of such application, consent or acquiescence, a
receiver is appointed for the Bank, and is not discharged within 30
days.

       

      (b)           The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default, whether it is voluntary or involuntary, a consequence of the
application of Article
XI , or is 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.

       

      (c)           The
term "Bankruptcy Law" means title 11 of the U.S. Code or any similar Federal or
state law for the relief of debtors.

       

      Section
6.02.         Acceleration
..

       

      (a)           If
an Event of Default of the type defined by Section 6.01(a)(4) ,
Section
6.01(a)(5) or Section 6.01(a)(6)
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 25% in Principal amount of the Debentures by notice to the Company
and the Trustee, may declare the Principal of and accrued and unpaid interest on
all the Debentures to be due and payable.  Upon such declaration the
Principal and interest shall be due and payable immediately.

       

      (b)           The
Holders of a majority in Principal amount of the Debentures by notice to the
Company and the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived.


      
        
           


        

        
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      (c)           Notwithstanding
anything to the contrary herein, and for the avoidance of doubt, the right to
accelerate payment set forth in Section 6.02(a) may
be exercised only in circumstances contemplated by Section 6.01(a)(4) ,
Section
6.01(a)(5) or Section 6.01(a)(6)
..

       

      Section
6.03.         Other
Remedies .

       

      (a)           If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of Principal or interest on the
Debentures or to enforce the performance of any provision of the Debentures or
this Indenture.

       

      (b)           The
Trustee may maintain a proceeding even if it does not possess any of the
Debentures or does not produce any of them in the proceeding.  A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  Upon
the occurrence of an Event of Default, notwithstanding any continuation or
curing of such Event of Default, the Company shall not be released from any of
its covenants hereunder unless and until the Debentures are paid in
full.  All remedies are cumulative to the extent permitted by
law.

       

      Section
6.04.        Waiver of
Past Defaults .  The Holders of a majority in Principal amount
of the Debentures by notice to the Trustee may waive an existing Default and its
consequences except a Default with respect to a provision that under Section 9.02 cannot
be amended without the consent of each Holder affected.

       

      Section
6.05.       Control
by Majority .  The Holders of a majority in Principal amount of
the Debentures may 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.  However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, is unduly
prejudicial to the rights of other Holders, or would involve the Trustee in
personal liability or expense for which the Trustee has not received a
satisfactory indemnity.

       

      Section
6.06.         Limitation
on Suits .

       

      (a)           A
Holder may pursue a remedy with respect to this Indenture or the Debentures only
if:

       

      (1)           the
Holder gives to the Trustee notice of a continuing Event of
Default;

       

      (2)           the
Holders of at least 25% in Principal amount of the Debentures make a request to
the Trustee to pursue the remedy together with an offer to the Trustee to
indemnify the Trustee for all reasonable costs and expenses, including
reasonable attorneys' fees, to be incurred by the Trustee in pursuit of such
remedy, the terms of which offer shall be reasonably satisfactory to the
Trustee;


      
        
           


        

        
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      (3)           the
Trustee either (i) gives to such Holders notice it will not comply with the
request, or (ii) does not comply with the request within 30 days after
receipt of the request; and

       

      (4)           the
Holders of a majority in Principal amount of the Debentures do not give the
Trustee a direction inconsistent with the request prior to the earlier of the
date, if ever, on which the Trustee delivers a notice under Section 6.06(a)(3)(i)
or the expiration of the period described in Section
6.06(a)(3)(ii) .

       

      (b)           A
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder (it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders).

       

      Section
6.07.        Rights of
Holders To Receive Payment .  Notwithstanding any other
provision of this Indenture, the right of any Holder of a Debenture to receive
payment of Principal and interest on the Debenture, on or after the respective
due dates expressed in the Debenture, or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder. Nothing in this Indenture limits or
defers the right or ability of Holders to petition for commencement of a case
under applicable Bankruptcy Law to the extent consistent with such Bankruptcy
Law.

       

      Section
6.08.         Priorities
..  After an Event of Default any money or other property distributable
in respect of the Company's obligations under this Indenture shall be paid in
the following order:

       

      First:  to
the Trustee (including any predecessor Trustee) for amounts due under Section 7.07
;

       

      Second:  to
holders of Senior Debt to the extent required by Article X
;

       

      Third:  to
Holders for amounts due and unpaid on the Debentures for Principal and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Debentures for Principal and interest, respectively;
and

       

      Fourth:  to
the Company.

       

      The
Trustee may fix a record date and payment date for any payment to
Holders.

       

      Section
6.09.        Undertaking
for Costs .  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, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.  This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a
suit by Holders of more than 10% in Principal amount of the
Debentures.

       

      
        
           


        

        
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      Section
6.10.        Proof of
Claim .  In the event of any Proceeding, the Trustee may (and,
if applicable, the trustee for or holders of Senior Debt may) file a claim for
the unpaid balance of the Debentures in the form required in the Proceeding and
cause the claim to be approved or allowed.  Nothing herein contained
shall be deemed to authorize the Trustee or the holders of Senior Debt to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting the Debentures
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Debt to vote in respect of the claim of any Holder in any
Proceeding.

       

      Section
6.11.        Actions
of a Holder .  For the purpose of providing any consent, waiver
or instruction to the Company or the Trustee, a "Holder" or "Holder" shall
include a Person who provides to the Company or the Trustee, as the case may be,
an affidavit of beneficial ownership of a Debenture together with a satisfactory
indemnity against any loss, liability or expense to such party to the extent
that it acts upon such affidavit of beneficial ownership (including any consent,
waiver or instructions given by a Person providing such affidavit and
indemnity).

       

      ARTICLE
VII

      TRUSTEE

       

      Section
7.01.         Duties of
Trustee .

       

      (a)           If
an Event of Default has occurred and is continuing, 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 its own affairs.

       

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

       

      (1)           The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

       

      (2)           In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated
therein).

       

      (c)           The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except
that:

       

      (1)           This
paragraph does not limit the effect of paragraph (b) of this
Section.



      
        
           


        

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

       

      (3)           The
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05
..

       

      (4)           The
Trustee may refuse to perform any duty or exercise any right or power which
would require it to expend its own funds or risk any liability if it shall
reasonably believe that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

       

      (d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

       

      (e)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

       

      Section
7.02.        Rights of
Trustee .

       

      (a)           The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.

       

      (b)           Before
the Trustee acts or refrains from acting, it may require an Officers'
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or an Opinion of Counsel.  The Trustee may also
consult with counsel of its selection on any matter relating to the Indenture or
the Debentures and the Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on the advice of counsel.

       

      (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.

       

      (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or
powers.

       

      (e)           Except
in connection with compliance with TIA Section 310 or 311, the Trustee shall
only be charged with actual knowledge of Trust Officers.

       

      (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.


      
        
           


        

        
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      (g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

       

      (h)           In
no event shall the Trustee be responsible or liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

       

      (i)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.

       

      (j)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.

       

      (k)           The
Trustee may request that the Company deliver a certificate, substantially in the
form set forth as Exhibit B hereto,
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture.

       

      Section
7.03.        Individual
Rights of Trustee; Disqualification .  The Trustee in its
individual or any other capacity may become the owner or pledgee of Debentures
and may otherwise deal with the Company or an Affiliate with the same rights it
would have if it were not Trustee.  Any Agent may do the same with
like rights.  However, the Trustee is subject to TIA Sections 310(b)
and 311.

       

      Section
7.04.        Trustee's
Disclaimer .  The Trustee shall have no responsibility for the
validity or adequacy of this Indenture or the Debentures, it shall not be
accountable for the Company's use of the proceeds from the Debentures and it
shall not be responsible for any statement in the Debentures other than its
authentication.

       

      Section
7.05.        Notice of
Defaults .  If a continuing Default is known to the Trustee,
the Trustee shall mail to Holders a notice of the Default within 90 days after
it occurs.  Except in the case of a Default in payment on any
Debenture, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of Holders.  The Trustee shall mail to Holders any
notice it receives from Holder(s) under Section 6.06 , and of
any notice the Trustee provides pursuant to Section 6.06(a)(3)(i)
..

       

      
        
          
            
               


            

            
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      Section
7.06.        Reports
by Trustee to Holders .  Pursuant to TIA Section 313(a), within
60 days after the reporting date stated in Section 11.09 , the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a).  The Trustee also shall comply
with TIA Section 313(b)(2).  A copy of each report at the time of its
mailing to Holders shall be filed with the SEC and each stock exchange on which
the Debentures are listed.  The Company will promptly notify the
Trustee in writing when the Debentures are listed on any stock exchange and of
any delisting thereof.

       

      Section
7.07.        Compensation
and Indemnity .

       

      (a)           The
Company shall pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Company and the Trustee for its services,
including for any Agent capacity in which it acts.  The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred by it. Such expenses shall
include the reasonable compensation and out-of-pocket expenses of the Trustee's
agents and counsel.

       

      (b)           The
Company shall indemnify the Trustee against any and all loss, liability, damage,
claim or expense incurred by it including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim (whether asserted by the Company, or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, or in connection with enforcing the provisions
of this Section.  The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense.  The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel.

       

      (c)           The
Company need not pay for any settlement made without its consent, which consent
shall not unreasonably be withheld.  The Company need not reimburse
any expense or indemnify against any loss or liability incurred by the Trustee
through gross negligence, willful misconduct or bad faith.

       

      (d)           To
secure the Company's payment obligations in this Section, the Trustee shall have
a lien prior to the Debentures on all money or property held or collected by the
Trustee, except that held in trust to pay Principal and interest on particular
Debentures.

       

      (e)           Without
prejudice to its rights hereunder, when the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(a)(4) ,
Section
6.01(a)(5) or Section 6.01(a)(6)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.


      
        
           


        

        
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      (f)           The
provisions of this Section 7.07 shall
survive the termination of this Indenture.

       

      Section
7.08.        Replacement
of Trustee .

       

      (a)           A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

       

      (b)           The
Trustee may resign at any time by so notifying the Company.  The
Holders of a majority in Principal amount of the Debentures may remove the
Trustee by so notifying the Trustee and the Company.  The Company may
remove the Trustee if:

       

      (1)           the
Trustee fails to comply with Section 7.10
;

       

      (2)           the
Trustee is adjudged a bankrupt or an insolvent;

       

      (3)           a
receiver or public officer takes charge of the Trustee or its property;
or

       

      (4)           the
Trustee becomes incapable of acting.

       

      (c)           If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

       

      (d)           If
a successor Trustee is not appointed and does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or, subject to Section 6.09 , any
Holder may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

       

      (e)           If
the Trustee fails to comply with Section 7.10 , any
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.  Within one year
after a successor Trustee appointed by the Company or a court pursuant to this
Section 7.08
takes office, the Holders of a majority in Principal amount of the Debentures
may appoint a successor Trustee to replace such successor Trustee.

       

      (f)           A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07
..

       

      Section
7.09.        Successor
Trustee by Merger, etc .  If the Trustee consolidates, merges
or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee, if such successor corporation is eligible
and qualified under Section 7.10
..


      
        
           


        

        
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      Section
7.10.        Eligibility
..  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1) and 310(a)(2).  The Trustee
shall always have a combined capital and surplus as stated in Section 11.09
..

       

      Section
7.11.        Preferential
Collection of Claims Against the Company .  Upon and so long as
the Indenture is qualified under the TIA, the Trustee is subject to TIA Section
311(a), excluding any creditor relationship listed in TIA Section
311(b).  A Trustee who has resigned or been removed is subject to TIA
Section 311(a) to the extent indicated.

       

      ARTICLE
VIII

      SATISFACTION AND
DISCHARGE

       

      Section
8.01.        Satisfaction
and Discharge of Indenture .

       

      (a)           This
Indenture shall cease to be of further effect (except as to any surviving rights
of Debentures expressly provided for herein), and the Trustee, on demand of and
at expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:

       

      (1)           either:

       

      (A)           all
Debentures theretofore authenticated and delivered (other than
(i) Debentures which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.07 and
(ii) Debentures for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 8.04 ) have
been delivered to the Trustee for cancellation; or

       

      (B)           all
such Debentures not theretofore delivered to the Trustee for
cancellation:

       

      (i)            
have become due and payable, or

       

      (ii)         
  will become due and payable at their stated maturity within one
year, or

       

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

       

      and the
Company in the case of (i), (ii), and (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an
amount of money or U.S. Government Obligations sufficient to pay and discharge
the entire indebtedness on such Debentures not theretofore delivered to the
Trustee for cancellation, for Principal and interest to the date of such deposit
(in the case of Debentures which have become due and payable) or to the stated
maturity or redemption date, as the case may be;


      
        
           


        

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

       

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

       

      (b)           Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Holders under Section 4.01 , to the
Trustee under Section
7.07 , and, if money or U.S. Government Obligations shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 8.02 shall
survive.

       

      Section
8.02.       
Application
of Trust Funds .  The Trustee or Paying Agent shall hold in
trust, for the benefit of the Holders, all money and U.S. Government Obligations
deposited with it (or into which such money and U.S. Government Obligations are
reinvested) pursuant to Section 8.01
..  It shall apply such deposited money and money from U.S. Government
Obligations in accordance with this Indenture to the payment of the Principal
and interest on the Debentures.  Money and U.S. Government Obligations
so held in trust (i) are not subject to Article X and
(ii) are subject to the Trustee's rights under Section 7.07
..

       

      Section
8.03.      
Reinstatement
..  If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.01 by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Debentures shall be revived
and reinstated as though no deposit had occurred pursuant to this Article VIII , until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 8.01 ; provided , however , that if the
Company makes any payment of Principal of or interest on any Debenture following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Debentures to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent after payment
in full to the Holders.

       

      Section
8.04.       
Repayment
to the Company .

       

      (a)           The
Trustee and Paying Agent shall promptly turn over to the Company upon written
request any excess money or U.S. Government Obligations held by them at any
time.


      
        
           


        

        
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      (b)           The
Trustee and the Paying Agent shall pay to the Company upon written request any
money held by them for payment of Principal or interest that remains unclaimed
for two years after the right to such money has matured.  After
payment to the Company, Holders entitled to the money shall look to the Company
for payment as unsecured general creditors unless an abandoned property law
designates another Person.

       

      ARTICLE
IX

      AMENDMENTS

       

      Section
9.01.        Without
Consent of Holders .  The Company and the Trustee may amend
this Indenture or the Debentures without the consent of any Holder:

       

      (1)           to
cure any ambiguity, defect or inconsistency;

       

      (2)           to
comply with Section
5.01 ; or

       

      (3)           to
make any change that does not adversely affect the rights of any
Holder.

       

      Section
9.02.        With
Consent of Holders .

       

      (a)           The
Company and the Trustee may amend this Indenture or the Debentures with the
written consent of the Holders of at least a majority in Principal amount of the
Debentures.  However, without the consent of each Holder affected, an
amendment under this Section may not:

       

      (1)           reduce
the amount of Debentures whose Holders must consent to an
amendment;

       

      (2)           reduce
the interest on or change the time for payment of interest on any
Debenture;

       

      (3)           reduce
the Principal of or change the fixed maturity of any Debenture;

       

      (4)           reduce
the premium payable upon the redemption of any Debenture or change the time at
which any Debenture may or shall be redeemed;

       

      (5)           make
any Debenture payable in money other than that stated in the
Debenture;

       

      (6)           make
any change in Section
6.04 , 6.07 or 9.02(a)   (second sentence);
or

       

      (7)           make
any change in Article
X that materially adversely affects the rights of any
Holder.

       

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


      
        
           


        

        
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      (b)           An
amendment under this Section may not make any change that adversely affects
the rights under Article X of any
Senior Debt.

       

      Section
9.03.       
Compliance
with Trust Indenture Act and Section 12.03 .  Every amendment
to this Indenture or the Debentures shall comply with the TIA as then in
effect.  The Company shall provide the Trustee with an Opinion of
Counsel and Officers' Certificate that the Trustee's execution of any amendment
or supplemental indenture is permitted under this Article IX
..

       

      Section
9.04.       
Revocation
and Effect of Consents and Waivers .  A consent to an amendment
or a waiver by a Holder of a Debenture shall bind the Holder and every
subsequent Holder of that Debenture or portion of the Debenture that evidences
the same debt as the consenting Holder's Debenture, even if notation of the
consent or waiver is not made on the Debenture.  However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Debenture or portion of the Debenture if the Trustee receives the written notice
of revocation before the date the amendment or waiver becomes
effective.  After an amendment or waiver becomes effective, it shall
bind every Holder.

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or take
any such action, whether or not such Persons continue to be Holders after such
record date.  No such consent shall be valid or effective for more
than 120 days after such record date.

       

      Section
9.05.        
Notice of
Amendment; Notation on or Exchange of Debentures .

       

      (a)           After
any amendment under this Article becomes effective, the Company shall mail to
Holders a notice briefly describing such amendment.  The failure to
give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Article.

       

      (b)           The
Company or the Trustee may place an appropriate notation about an amendment or
waiver on any Debenture thereafter authenticated.  The Company may
issue in exchange for affected Debentures new Debentures that reflect the
amendment or waiver.

       

      Section
9.06.        
Trustee
Protected .  The Trustee need not sign any supplemental
indenture that adversely affects its rights.


      
        
           


        

        
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      ARTICLE
X

      SUBORDINATION

       

      Section
10.01.      Debentures
Subordinated to Senior Debt .

       

      (a)           The
rights of Holders to payment of the Principal of and interest on the Debentures
is subordinated to the rights of holders of Senior Debt, to the extent and in
the manner provided in this Article X
..

       

      (b)           The
rights of Holders to the Principal or any part hereof and to any accrued
interest thereon shall remain subject and subordinate to the Senior Debt and,
upon dissolution or liquidation of the Company, no payment of Principal,
interest or premium (including post-default interest) shall be due and payable
under this Indenture until all Senior Debt creditors shall have been paid in
full.

       

      (c)           Each
Holder by such Holder's acceptance of the Debentures authorizes and directs the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to implement the subordination provided in this Article and appoints
the Trustee his attorney-in-fact for any and all such purposes.

       

      Section
10.02.      Debentures
Subordinated in Any Proceeding .  Upon any Distribution in any
Proceeding,

       

      (a)           any
Distribution to which the Holders are entitled shall be paid directly to the
holders of Senior Debt to the extent necessary to make payment in full of all
Senior Debt remaining unpaid after giving effect to all other Distributions to
or for the benefit of the holders of Senior Debt; and

       

      (b)           in
the event that any Distribution is received by the Trustee before all Senior
Debt is paid in full, such Distribution shall be applied by the Trustee in
accordance with this Article X
..

       

      Section
10.03.      No
Payment on Debentures in Certain Circumstances .

       

      (a)           The
Company shall not, directly or indirectly pay any Principal of or interest on,
redeem, defease or repurchase any of the Debentures (i) after any Senior
Debt becomes due and payable, unless and until all such Senior Debt shall first
be paid in full, or (ii) after a Senior Debt Payment Default, unless and
until such Senior Debt Payment Default has been cured or otherwise has ceased to
exist.

       

      (b)           During
a Payment Blockage Period, no payment of any Principal of or interest on the
Debentures may be made, directly or indirectly, by the
Company.  Unless the Senior Debt in respect of which the Senior Debt
Default Notice has been given has been declared due and payable in its entirety
within the Payment Blockage Period, at the end of the Payment Blockage Period,
the Company shall pay all sums not paid to the Holders during the Payment
Blockage Period and resume all other payments on the Debentures as and when
due.  Defaulted Interest shall be paid in accordance with Section 2.13
..  Any number of Senior Debt Default Notices may be given. If, (a)
notwithstanding the foregoing, the Company shall make any payment to the Trustee
or the Holders that is prohibited by the foregoing, and (b) such fact shall, at
or prior ro the time of such payment, have been made known to the Trustee or, as
the case may be, such Holder, then  (c) in such event such payment shall be
paid over and delivered forthwith to the Company.

       

      
        
          
            
               


            

            
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      (c)           If
any Distribution, payment or deposit to redeem, defease or acquire any of the
Debentures shall have been received by the Trustee at a time when such
Distribution was prohibited by the provisions of this Section 10.03 , then,
unless such Distribution is no longer prohibited by this Section 10.03 , such
Distribution shall be received and applied by the Trustee for the benefit of the
holders of Senior Debt, and shall be paid or delivered by the Trustee to the
holders of Senior Debt for application to the payment of all Senior
Debt.

       

      Section
10.04.      Subrogation
..  The Holders shall not have any subrogation or other rights of
recourse to any security in respect of any Senior Debt until such time as all
Senior Debt shall have been paid in full.  Upon the payment in full of
all Senior Debt, the Holders shall be subrogated to the rights of the holders of
Senior Debt to receive Distributions applicable to Senior Debt until all amounts
owing in respect of the Debentures shall be so paid.  No Distributions
to the holders of Senior Debt which otherwise would have been made to the
Holders shall, as between the Company and the Holders, be deemed to be payment
by the Company to or on account of Senior Debt.

       

      If any
Distribution to which the Holders would otherwise have been entitled shall have
been applied pursuant to the provisions of this Article to the payment of Senior
Debt, then the Holders shall be entitled to receive from the holders of such
Senior Debt any Distributions received by such holders of Senior Debt in excess
of the amount sufficient to pay all amounts payable on such Senior Debt to the
extent provided herein.

       

      Section
10.05.      Obligations
of the Company Unconditional .  This Article defines the
relative rights of the Holders and holders of Senior Debt.  Nothing in
this Indenture is intended to or shall impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the Principal of and interest on the Debentures 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 and creditors of
the Company, other than the holders of Senior Debt, nor shall anything herein or
in the Debentures prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article X , of the
holders of Senior Debt in respect of any Distribution received upon the exercise
of any such remedy.  Upon any Distribution, the Trustee and the
Holders shall be entitled to rely conclusively upon any order or decree made by
any court of competent jurisdiction in which the Proceeding is pending, or a
certificate of the liquidating trustee or agent or other Person making any
Distribution for the purpose of ascertaining the Persons entitled to participate
in such Distribution, the holders of Senior Debt and other Debt of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article X
..


      
        
           


        

        
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      Section
10.06.      Trustee
and Paying Agents Entitled to Assume Payments Not Prohibited in Absence of
Notice .  The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Debentures.  The
Trustee shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment to or by the Trustee,
unless and until a Trust Officer shall have received, no later than two (2)
Business Days prior to such payment, written notice thereof from the Company or
from one or more holders of Senior Debt and, prior to the receipt of any such
written notice, the Trustee, shall be entitled in all respects conclusively to
presume that no such fact exists.  Unless the Trustee shall have
received the notice provided for in the preceding sentence, the Trustee shall
have full power and authority to receive such payment and to apply the same to
the purpose for which it was received, and shall not be affected by any notice
to the contrary which may be received by it on or after such
date.  The foregoing shall not apply to any Affiliate of the Company
acting as Paying Agent.  The Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Debt (or a trustee or agent on behalf of such holder)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee or agent on behalf of any such holder).  In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt held by such person, the extent to which such person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment which it may be required to
make for the benefit of such person pursuant to the terms of this Indenture
pending judicial determination as to the rights of such person to receive such
payment.

       

      Section
10.07.      Satisfaction
and Discharge .  Amounts deposited in trust with the Trustee
pursuant to and in accordance with Article VIII and not
prohibited to be deposited under Section 10.03 when
deposited shall not be subject to this Article X
..

       

      Section
10.08.      Subordination
Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
Debt .  

       

      (a)
     No right of any holder of any Senior Debt established
in this Article
X   shall at
any time or in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any failure by the Company to comply with the terms of this
Indenture.

       

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

       

      Section
10.09.      Right to
Hold Senior Debt .  The Trustee is entitled to all of the
rights set forth in this Article X   in respect of any
Senior Debt at any time held by it to the same extent as any other holder of
Senior Debt.

       

      Section
10.10.      No
Fiduciary Duty of Trustee or Holders to Holders of Senior Debt
..  Neither the Trustee nor the Holders owes any fiduciary duty to the
holders of Senior Debt.  Neither the Trustee nor the Holders shall be
liable to any holder of Senior Debt in the event that the Trustee, acting in
good faith, shall pay over or distribute to the Holders, the Company, or any
other Person, any property to which any holders of Senior Debt are entitled by
virtue of this Article or otherwise.  With respect to the holders of
Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article X and no
implied covenants or obligations with respect to holders of Senior Debt shall be
read into this Indenture against the Trustee.  Nothing contained in
this Section
10.10 shall affect the obligation of any other such Person to hold such
payment for the benefit of, and to pay such payment over to, the holders of
Senior Debt.

       

      
        
           


        

        
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      Section
10.11.      Distribution
to Holders of Senior Debt .  Any Distribution otherwise payable
to the holders of the Debentures made to Holders of Senior Debt pursuant to this
Article shall be made to such holders of Senior Debt ratably according to the
respective amount of Senior Debt held by each.

       

      Section
10.12.      Trustee's
Rights to Compensation, Reimbursement of Expenses and Indemnification
..  The Trustee's rights to compensation, reimbursement of expenses and
indemnification under Sections 6.08 and
7.07 are not
subordinated.

       

      
         Section 10.13.      Exception
for Certain Distributions .  The rights of holders of Senior
Debt under this Article do not extend to any Distribution to the extent
applied to the Trustee's rights to compensation, reimbursement of expenses or
indemnification. 

      

       

      Section
10.14.      Certain
Definitions .  As used in this Article X
,

       

      " Distribution " in any
Proceeding means any payment or distribution of assets or securities of the
Company of any kind or character from any source, whether in cash, securities or
other property made by the Company, custodian, liquidating trustee or agent or
any other person whether pursuant to a plan or otherwise.

       

      " Payment Blockage
Period " means the period beginning when (a) a Senior Debt Default Notice
is given to the Company and the Trustee, or (b) a judicial proceeding with
regard to such an alleged default or event of default commences, and (c)
ending when the default identified in the Senior Debt Default Notice is
cured or otherwise ceases to exist, or such judicial proceeding is
terminated.

       

      " Senior Debt Default
Notice " means any notice of a default (other than a Senior Debt Payment
Default) that permits the holders of any Senior Debt to declare such Senior Debt
due and payable.

       

      " Senior Debt Payment
Default " means a default in the payment of any principal of or interest
on any Senior Debt.

       

      " Trustee " for
purposes of this Article X   includes any Paying
Agent.

       

      ARTICLE
XI

      MISCELLANEOUS

       

      Section
11.01.      Notices
..  Any notice by one party to the other shall be in writing and sent
to the other's address stated in Section 11.09
..  The notice is duly given if it is delivered in Person or sent by
email, facsimile, a national courier service which provides next Business Day
delivery or by first-class mail.  A party by notice to the other party
may designate additional or different addresses for subsequent
notices.  If a notice is delivered or mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

       

      Any
notice sent to a Holder shall be mailed by first-class letter mailed to its
address shown on the register kept by the Registrar.  Failure to mail
a notice to a Holder or any defect in a notice mailed to a Holder shall not
affect the sufficiency of the notice mailed to other Holders.

      
        

          
            
               


            

            
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      If the
Company mails a notice to Holders, it shall deliver or mail a copy to the
Trustee and each Agent at the same time.

      


      A " notice " includes any
communication required by this Indenture.

       

      Section
11.02.     Communication
by Holders with Other Holders .  Holders may communicate
pursuant to TIA Section 312(b) with other Holders with respect to their rights
under this Indenture or the Debentures.  The Company, the Trustee, and
Registrar and anyone else shall have the protection of TIA Section
312(c).

       

      Section
11.03.      Certificate
and Opinion as to Conditions Precedent .  Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:

       

      (a)           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

       

      (b)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

       

      Section
11.04.      
Statements
Required in Certificate or Opinion .  Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:

       

      (a)           a
statement that each 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, the Person has made such
examination or investigation as is necessary to enable such Person 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
11.05.      
Rules by
Trustee and Agents .  The Trustee may make reasonable rules for
action by or a meeting of Holders.  Any Agent may make reasonable
rules and set reasonable requirements for its functions.

       

      Section
11.06.      Legal
Holidays .  A " Legal Holiday " is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open.  If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

      
        

          
            
               


            

            
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      Section
11.07.      No
Recourse Against Others .  A director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Debentures or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.

      


      Section
11.08.      Duplicate
Originals .  This Indenture may be executed in two or more
counterparts, which when so executed shall constitute one and the same
agreement.  The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Indenture as to the parties hereto and may be used in lieu of
the original Indenture for all purposes.  Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.

       

      Section
11.09.      Variable
Provisions .

       

      " Officer " means the
Chief Executive Officer, any President, any Vice-President, the Treasurer, the
Chief Financial Officer, the Secretary, any Assistant Treasurer or any Assistant
Secretary of the Company.

       

      The
Company initially appoints the Trustee as Registrar and Paying
Agent.

       

      The first
certificate pursuant to Section 4.03 shall be
for the fiscal year ending on December 31, 2009.

       

      The
reporting date for Section 7.06 is May
15 of each year.  The first reporting date is May 15,
2009.

       

      The
Trustee shall always have a combined capital and surplus of at least $50,000,000
  as set forth in
its most recent published annual report of condition.  The Trustee
will be deemed to be in compliance with the capital and surplus requirement set
forth in the preceding sentence if its obligations are guaranteed by a Person
which could otherwise act as Trustee hereunder and which meets such capital and
surplus requirement and the Trustee has at least the minimum capital and surplus
required by TIA Section 310(a)(2).

       

      In
determining whether the Trustee has a conflicting interest as defined in TIA
Section 310(b)(1), the following is excluded:   None.

       

      The
Company's address is:

       

      German
American Bancorp, Inc.

      711 Main
Street

      Jasper,
IN  47547-0810

      Facsimile
No.:  (812) 482-0745

      Attention:  Chief
Financial Officer


      
        
           


        

        
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      The
Trustee's address is:

       

      Wells
Fargo Bank, National Association

      707
Wilshire Blvd.

      17 th
Floor

      Los
Angeles, CA  90017

      Facsimile
No.:  (213) 614-3355

      Attention:  Corporate
Trust Services

      


      Section
11.10.      Governing
Law .  The laws of the State of New York, without reference to
choice of law or conflict of law rules, shall govern this Indenture and the
Debentures.

       

      Section
11.11.      Waiver of
Jury Trial .   EACH OF THE
COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE DEBENTURES OR THE
TRANSACTION CONTEMPLATED HEREBY.

       

      Section
11.12.      Force
Majeure .  In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

       

      Section
11.13.     USA
PATRIOT Act .   The parties
hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the
funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee.  The parties to
this Indenture agree that they will provide the Trustee with such information as
it may request in order for the Trustee to satisfy the requirements of the USA
PATRIOT Act.

       

      [Signature
Page Follows]

      


      
        
          
            
               


            

            
              - 34
-

              
                

              

            

            
               


            

          

        

      

      


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

       

      
        
          
            
              
                
                  	 
      	
                          GERMAN
      AMERICAN BANCORP, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Mark
      A. Schroeder, President and

                        
	 
      	 
      	
                          Chief
      Executive Officer

                        
	 
      	 
      	 
      
	 
      	
                          WELLS
      FARGO BANK, NATIONAL 
ASSOCIATION

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Printed:  

                        	 
      
	 
      	
                          Its:

                        	 
      


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      EXHIBIT
A

      (Face of
Debenture)

       

      
        	
                No.__________________

              	
                $
      ___________________

              


      

       

      GERMAN
AMERICAN BANCORP, INC.

       

      8%
Redeemable Subordinated Debenture Due 2019

       

      Interest
Payment Dates:  March 30 and September 30

       

      Record
Dates:  _________________________

       

      CUSIP No.
___________________

       

      THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER FEDERAL AGENCY.

       

      German
American Bancorp, Inc. promises to pay to __________________________ or
registered assigns, the sum of _________________________ Dollars on March 30,
2019.

       

      This
Debenture is subordinated to Senior Debt as defined by the Indenture and is
redeemable at the option of German American Bancorp, Inc., without premium or
penalty as of any redemption date on or after March 30, 2012.  See the
reverse and the Indenture referenced for additional provisions of this
Debenture.

       

      
        
          
            
              
                	
                        WELLS
      FARGO BANK,

                      	 
      	
                        GERMAN
      AMERICAN BANCORP, INC.

                      
	
                        NATIONAL
      ASSOCIATION as Trustee

                      	 
      	 
      
	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      	
                        By:

                      	 
      
	 
      	
                        Authorized
      Signatory

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      
	
                        Dated:
      __________________

                      	 
      	 
      


              

            

          

        

      

      

        
          
             


          

          
            A-1

            
              

            

          

          
             


          

        

      

       

      (Back of
Debenture)

       

      GERMAN
AMERICAN BANCORP, INC.

       

      8%
Redeemable Subordinated Debenture Due 2019

       

      1.           
Interest
..  German American Bancorp, Inc. ("Company"), an Indiana corporation,
promises to pay interest on the principal amount of this Debenture at the rate
per annum shown above.  The Company will pay interest semiannually on
March 30 and September 30 of each year.  Interest on the Debentures
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from [[Date of issue]] ,
2009.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

       

      2.           
Method of
Payment .  The Company will pay interest on the Debentures to
the Persons who are registered holders of Debentures at the close of business on
the record date for the next interest payment date, except as otherwise provided
herein or in the Indenture even though Debentures are cancelled after the record
date and on or before the interest payment date.  Holders must
surrender Debentures to a Paying Agent to collect principal
payments.  The Company will pay Principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts.  However, the Company may pay Principal and
interest by wire transfer or check payable in such money.  It may mail
an interest check to a record date holder's registered address.

       

      3.           
Agents
..  Initially, Wells Fargo Bank, National Association (" Trustee "), 707
Wilshire Blvd., 17 th Floor,
Los Angeles, CA 90017, will act as Registrar and Paying Agent.  The
Company may change any such Agent without notice.  The Company or an
Affiliate may act in any such capacity.  Subject to certain
conditions, the Company may change the Trustee.

       

      4.           
Indenture
..  The Company issued the Debentures under an Indenture dated as of
_______________, 2009 (" Indenture ") between
the Company and the Trustee.  The terms of the Debentures include
those stated in the Indenture and those made part of the Indenture by the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the " Act
").  The Debentures are subject to all such terms, and Holders are
referred to the Indenture and the Act for a statement of such
terms.  The Debentures are unsecured subordinated general obligations
of the Company limited to $__,000,000 in aggregate principal
amount.

       

      5.           
Redemption
..  The Debentures may not be redeemed at the option of the Company
prior to March 30, 2012, but may be redeemed in accordance with the Indenture in
whole or in part without premium or penalty on or after March 30,
2012.

       

      6.           
Notice of
Redemption .  Notice of redemption will be sent at least 30
days but not more than 60 days before the redemption date to each holder of
Debentures to be redeemed at his registered address.

       

      7.           
Subordination
..  The Debentures are subordinated to Senior Debt as defined in the
Indenture.  To the extent provided in the Indenture, Senior Debt must
be paid before the Debentures may be paid.  The Company agrees, and
each Holder by accepting a Debenture agrees, to the subordination and authorizes
the Trustee to give it effect.

       

      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

      


      8.           
Denominations,
Transfer, Exchange .  The Debentures are in registered form
without coupons in denominations of $10,000.00 and integral multiples of
$10,000.00.  The transfer of Debentures may be registered and
Debentures may be exchanged as provided in the Indenture.  The
Registrar may require a holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes required by
law.  The Registrar need not exchange or register the transfer of any
Debenture or portion of a Debenture selected for redemption.  Also, it
need not exchange or register the transfer of any Debentures for a period of 15
days before the transmission of a notice of redemption of Debentures to be
redeemed.

       

      9.           
Persons Deemed
Owners .  Subject to Section 6.11 of the
Indenture, the registered holder of a Debenture may be treated as its owner for
all purposes.

       

      10.           
Amendments and
Waivers .  Subject to certain exceptions, the Indenture or the
Debentures may be amended, and any Default may be waived, with the consent of
the holders of a majority in Principal amount of the
Debentures.  Without the consent of any Holder, the Indenture or the
Debentures may be amended to cure any ambiguity, defect or inconsistency, to
provide for assumption of the Company obligations to Holders or to make any
change that does not adversely affect the rights of any Holder.

       

      11.           
Successors
..  When successors assume all the obligations of the Company under the
Debentures and the Indenture, the Company will be released from those
obligations, except as provided in the Indenture.

       

      12.           
Satisfaction and
Discharge Prior to Redemption or Maturity .  Subject to certain
conditions, the Company at any time may terminate some or all of its obligations
under the Debentures and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of Principal and interest
on the Debentures to redemption or maturity.

       

      13.           
Defaults and
Remedies .  Subject to the Indenture, if an Event of Default,
as defined in the Indenture, occurs and is continuing, the Trustee or the
holders of at least 25% in Principal amount of the Debentures may declare all
the Debentures to be due and payable immediately, provided , however , that such
acceleration right shall only apply in certain events of insolvency, bankruptcy
or receivership, and does not apply in the event that the Company were to not
pay any interest or other payments due under the Indenture or in the event of
other Events of Default.  Holders may not enforce the Indenture or the
Debentures except as provided in the Indenture.  The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Debentures.  Subject to certain limitations, holders of a majority in
Principal amount of the Debentures may direct the Trustee in its exercise of any
trust or power.  The Trustee may withhold from Holders notice of any
continuing Default (except a Default in payment of Principal or interest) if it
determines that withholding notice is in their interests.  The Company
must furnish an annual compliance certificate to the Trustee.


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

       

      14.           
Trustee Dealings with
the Company .  Wells Fargo Bank, National Association, the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee, subject to the Indenture and the Act.

      


      15.           
No Recourse Against
Others .  A director, officer, employee or shareholder, as
such, of the Company shall not have any liability for any obligations of the
Company under the Debentures or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  Each
Holder by accepting a Debenture expressly waives and releases all such
liability.  In addition, each Holder that is a bank or depository
institution expressly waives any right of offset with respect to the
Debentures.  The waiver and release are part of the consideration for
the issue of the Debentures.

       

      16.           
Authentication
..  This Debenture shall not be valid until authenticated by a manual
signature of the Trustee.

       

      17.           
Abbreviations
..  Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian), and U/G A (= Uniform Gifts to Minors
Act).

       

      18.           
Governing Law
..  The laws of the State of New York, without reference to choice of
law or conflict of law rules, shall govern the Indenture and the
Debentures.

       

      The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to:  Secretary,
German American Bancorp, Inc., 711 Main Street, Jasper,
IN  47547-0810.


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      EXHIBIT
B

      (Form of
Incumbency Certificate)

       

      INCUMBENCY
CERTIFICATE

       

      The
undersigned, ____________, being the ____________ of German American Bancorp,
Inc. (the "Company") does hereby certify that the individuals listed below are
qualified and acting officers of the Company as set forth in the right column
opposite their respective names and the signatures appearing in the extreme
right column opposite the name of each such officer is a true specimen of the
genuine signature of such officer and such individuals have the authority to
execute documents to be delivered to, or upon the request of, Wells Fargo Bank,
National Association, as Trustee (the "Trustee") under the Indenture dated as of
_________ __, 2009, by and between the Company and the
Trustee.

       

      
        
          
            
              	
                      Name

                    	 
      	
                      Title

                    	 
      	
                      Signature

                    
	
                      ____________

                    	 
      	
                      ____________

                    	 
      	
                      ____________

                    
	
                      ____________

                    	 
      	
                      ____________

                    	 
      	
                      ____________

                    
	
                      ____________

                    	 
      	
                      ____________

                    	 
      	
                      ____________

                    


            

          

        

      

       

      IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate as of the ____ day of ________, 20__.

       

      
        
          	 
      	 
      	 
      
	 
      	
                  Name:

                
	 
      	
                  Title: